| WEB SITE MARKS
& LOGO USAGE AGREEMENT
Before granting permission to download the Outahere.com. ("OUTAHERE")
trademarks and logos and related documentation and content (collectively,
the "Marks") from this Web site or before you begin to use the Marks, we
need to establish what you can expect from OUTAHERE, and what we expect from
you. If you agree to these terms following your review of them, please print
a copy of this document, complete the contact information and sign in the
space provided on page two, and return the original to OUTAHERE at the address
provided below. If you do not agree to these terms, you may not download
or use any Mark.
You (the "undersigned") acknowledge by your access to your web site ("Site")
and acceptance of this Agreement that You are an authorized representative
of your company and its products and services.
2. USE AND
OUTAHERE authorizes You to use the Marks, and the associated goodwill, in
connection with your promotion and distribution of the OUTAHERE products
and services. You may not sell any Mark or grant any other person or entity
any right to use the Marks, unless otherwise agreed by OUTAHERE. You agree
that your use of all of the Marks will conform to the quality standards set
by and under the control of OUTAHERE. OUTAHERE will post the Marks on the
Site, which may be updated by OUTAHERE without notice from time to time.
You agree to use the most current version of the Marks available on the Site.
You agree to check the Marks on the Site regularly for changes or discontinuance
of any Mark, but in no event less frequently than monthly. Prior to your
use of any Mark, You agree to submit a specimen of the proposed use of the
Mark to OUTAHERE for approval. You agree to discontinue the use of any Mark
that OUTAHERE deems inappropriate.
You acknowledge that, as between You and OUTAHERE, OUTAHERE owns all right,
title and interest in and to the Marks and their associated goodwill. You
further acknowledge that the Marks have acquired secondary meaning in the
minds of the public. You receive no rights to the Marks, express or implied,
except the limited use rights of this Agreement. You will not register, directly
or indirectly, any trademark, service mark, trade name, company name, Internet
domain name or other proprietary or commercial right that is identical or
confusingly similar to the Marks or that constitute translations thereof.
Upon OUTAHERE's request, You will execute the instruments that may be appropriate
to register, maintain or renew the registration of the Marks in OUTAHERE's
name within the territory you are authorized to distribute the OUTAHERE products
You will immediately notify OUTAHERE if You learn (i) of any potential or
actual infringement of the Marks by a third party or (ii) that the use of
the Marks may infringe the proprietary rights of a third party. OUTAHERE
will determine the steps to be taken under these circumstances. You agree
to (i) provide OUTAHERE with the assistance that OUTAHERE may reasonably
request and (ii) take no steps on its own without OUTAHERE's prior approval.
DISCLAIMER OF WARRANTY
The Marks are provided on an "as is" basis. All warranties or conditions
with respect to the Marks, including, but not limited to, any implied warranties
of merchantability, fitness for particular purpose, satisfactory quality,
are hereby overridden, excluded and disclaimed. Under no circumstances will
OUTAHERE be liable for any consequential, indirect, special or incidental
damages or losses, whether foreseeable or unforeseeable, based on your claims
or those of your dealers or customers (including claims for loss of goodwill,
profit, use of money, stoppage of work or other impairment of assets), arising
out of breach or failure of warranty, breach of contract, misrepresentation,
negligence, strict liability in tort or otherwise, even if advised of the
possibility of such damages. In no event shall OUTAHERE's total liability
for all damages, losses and causes of action, whether in contract, tort (including,
but not limited to, negligence) or otherwise exceed the amount paid by you
to OUTAHERE, if any, for the use of the marks.
You will take all reasonable steps to ensure that your use of the Marks
complies with all applicable laws and regulations where You promote and distribute
the OUTAHERE products and services.
You agree to defend, indemnify and hold OUTAHERE and its subsidiaries, affiliates,
agents, employees, officers, shareholders and directors (collectively, the
"Indemnified Parties") harmless from and against any liability, loss, damage,
demand, claim, cost, judgment, award, interest, penalty and expense resulting
from, based upon, arising out of or relating to any claims, suits, actions,
charges or proceedings brought against the Indemnified Parties arising from
any third-party claim that your use of the Marks infringes or violates the
intellectual property rights or other proprietary rights of a third-party.
Your rights to use the Marks will terminate immediately and without notice
if (i) you fail to cure any breach of this Agreement within thirty (30) days
of OUTAHERE's or its affiliates' notice or (ii) you cease to be an authorized
distributor of OUTAHERE products and services for any reason. Upon termination,
You will (i) cease all use of the Marks and (ii) destroy or return to OUTAHERE,
at OUTAHERE's option, any items bearing a Mark. You further agree that (i)
all goodwill associated with the Mark has and will inure to the benefit of
OUTAHERE and (ii) You will not be entitled to any compensation or other payment
upon termination of this Agreement for any reason.
This Agreement, and the distribution agreement that You may have with OUTAHERE
or its affiliates states the entire agreement between us with respect to
the Marks and overrides all prior statements, terms and representations.
In the event of any conflict between Your distribution agreement and this
Agreement, this Agreement will prevail. If any provision of this Agreement
is declared unenforceable, it will be severed, and the remainder of the Agreement
will continue in full force and effect. This Agreement is governed by the
laws of the State of California, U.S.A, excluding its conflict of laws, and
may be modified or supplemented only in writing signed by both of us.
I, the undersigned, understand and agree
PRINTED NAME: _______________________________________________________________
STREET ADDRESS: ____________________________________________________________
CITY: ________________________ STATE: ____________ ZIP: ___________________
WORK PHONE: _________________________ WORK FAX: ___________________________
SIGNED: ____________________________________ DATE: ____________________
OUTAHERE SIGNATURE: ____________________________ DATE: ____________________