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Insolroll Intellectual Property Agreement
This Logo license and Intellectual Property agreement is made and entered in as of download date by and between Insolroll, Inc., 637 S. Pierce Ave., Louisville, CO 80027, and Dealer listed above. Whereas, Insolroll owns and controls Licensed Materials including logos, seals, drawings and photography incorporated herein; Whereas, Dealer desires to use logos/seals/ drawings/photography, Insolroll provides this Licensed Material, subject to the following terms and conditions to which dealer must agree:
Now, therefore, in consideration of the promises and other good and valuable consideration set forth herein, the parties agree as follows:
1. Grant and Reservation of Rights: Dealer is granted a limited, non-exclusive license to use designated IP solely for promotion of Insolroll products via print and electronic media. Product photos must be accompanied by Insolroll logo or credited to Insolroll, Inc. Dealer is not allowed to use or reproduce Insolroll logos/seals/drawings/photography for any additional reason whatsoever without the express prior written consent of Insolroll. Dealer agrees not to use any other trademark or service mark in connection with the Licensed Materials without the prior written approval of Insolroll. Dealer acknowledges and agrees that Insolroll, Inc. shall retain all rights in and to the Licensed Material during the Term of the Agreement and thereafter. Insolroll, Inc. shall have the right to sell, exploit, market or otherwise use the Licensed Material in any manner whatsoever during the Term of the Agreement and thereafter. Without limiting any of Insolroll's other remedies, whether in law or equity, Dealer acknowledges and agrees that Insolroll shall have the right to injunctive relief, to prevent and/or cure a breach or threatened breach of this Agreement by Dealer.
2. Compensation: There is no compensation required by authorized Insolroll dealers for use of Licensed Materials per the limitations of this agreement.
3. Representations, Warranties and Indemnification
A. Insolroll represents and warrants to Dealer that:
i. Insolroll owns and controls one hundred percent (100%) of all rights, titles and interests (including but not limited to all copyright) in and to the Licensed Property.
ii. Insolroll has the exclusive, unconditional right to enter into this Agreement and grant the rights granted herein
iii. Dealer's use of the Licensed Property does not and will not infringe upon or violate any intellectual property right of, or infringe upon or violate the right of privacy or any other right of any third party
iv. Insolroll has no knowledge of any claim or potential claim by any party regarding the Licensed Property which might in any way affect Insolroll's rights herein.
B. If any of the agreements, representations or warranties contained in the Agreement are breached by Insolroll, in whole or in part, Insolroll shall indemnify and hold Dealer harmless from any and all damages, losses and costs (including, but not limited to, legal costs and attorneys' fees) resulting from any and all claims inconsistent with such agreements, representations or warranties. Dealer shall indemnify, defend and hold Insolroll harmless of and from any and all liability, loss, damage, claim or expense (including, but not limited to, reasonable attorneys' fees and court costs) arising from or related to the Permitted Use, provided said claim is not specifically related to the Licensed Property.
A. This Agreement constitutes the entire agreement between the parties hereto with respect to the specific subject matter hereof and supersedes all prior agreements or understandings of any kind with respect to the specific subject matter hereof.
B. In the event that any provision or part of the Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect.
C. Any modification to this Agreement must be in writing and signed by the parties or it shall have no effect and shall be void.
D. This Agreement is finding upon and shall inure to the benefit of the respective successors, licensees and/or assigns of the parties hereto. Dealer may not assign any of Insolroll's rights and/or obligations hereunder with Dealer's prior written consent.
E. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
F. This Agreement shall be governed in accordance with the laws of the State of Colorado, applicable to agreements to be wholly performed therein, with the jurisdiction exclusive to the Federal and State courts located in the County of Boulder, State of Colorado. (IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first agreed in checkbox above indicating you accept/agree with the terms.
G. For Licensed Materials usage: Dealer represents, warrants, and agrees that it shall not in any way suggest or imply through use of the Licensed materials that Dealer or any of Dealer's business, products or services are affiliated with, endorsed or sponsored by a created in association with Insolroll.
G. For Logo usage: Dealer's use of the Logo shall be limited to the style and format of the Logo as represented herein.