PROUD-USER LICENSE AND PERMISSION AGREEMENT
DUNN-EDWARDS CORPORATION
Dunn-Edwards Corporation (we or us) grants to you a non-exclusive,
revocable, non-transferable right and license to use the Dunn-Edwards Proud
User logo (the Proud User Logo) on your website, business cards, invoices, and
other appropriate media through which you communicate with your customers or
potential customers, subject, in each case, to the terms and conditions set
forth in this Agreement. In this connection, you and we agree to the
following:
1. You may not use any of our trademarks, trade names, service marks,
artwork, copyrights, or other intellectual properties that are not included
within the Proud User Logo, unless otherwise specifically authorized by us in
writing. Also, unless otherwise specifically authorized by us in writing, you
may not use any of our trademarks, trade names, service marks, artwork,
copyrights, or other intellectual properties that form part of the Proud User
Logo in any way, except as part of the Proud User Logo. Also, you shall use
the Proud User Logo only for the purposes, and in the materials or media, that
are specifically authorized in this Agreement. 2. You may not alter the Proud User Logo in any manner. For example,
you may not change the proportions, colors, or fonts used in the Proud User
Logo. The Proud User Logo must appear by itself, with reasonable spacing
between the Proud User Logo and other graphic or textual elements. The ®
symbol must never be omitted from the Proud User Logo, and must always appear
in its correct location, below and to the right of the Dunn-Edwards
logo. 3. You acknowledge that the Proud User Logo (including all of the
trademarks, trade names, service marks, artwork, copyrights, or other
intellectual properties that form a part thereof) is our exclusive property,
and all goodwill generated through your use of the Proud User Logo will inure
to our benefit. 4. You will not, directly or indirectly, imply that we endorse,
sponsor, certify, employ, or approve of you, any of your products, or any
information produced or promulgated by you. 5. You may not use the Proud User Logo to disparage us or our products
or services, or in any manner which, in our reasonable judgment, may diminish
or otherwise damage the distinctive quality of the Proud User Logo (or any of
the trademarks, trade names, service marks, artwork, copyrights, or other
intellectual properties that form a part thereof), our public image, or our
goodwill. You will ensure that you do not use the Proud User Logo in connection
with any material that is adult-themed, tobacco-related, alcohol-related, or
gambling-related (other than promotional contests), or that promotes violence,
promotes discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age, promotes illegal activities, promotes "get-rich-
quick" or similar schemes, or violates any intellectual property rights of
others. 6. Any text relating to us that is used by you must be pre-approved by
us in writing. 7. Customers who buy products from us will be deemed to be our
customers, even if they are directed to us by any materials or media produced
or used by you. Accordingly, all of our rules, policies, and operating
procedures concerning customer orders, customer service, and product sales will
apply to those customers. We may change our policies and operating procedures
at any time. For example, we will determine the prices to be charged for
products sold by us in accordance with our own pricing policies. Under no
circumstances shall you be entitled to receive a referral fee or other
compensation of any kind for having referred customers to us. 8. We reserve the right to change or discontinue any or all of our
products or product lines without notice.
9. You will be solely responsible for all materials or media produced
or used by you in which the Proud User Logo appears. For example, you will be
solely responsible for the accuracy and appropriateness of such materials or
media, ensuring that such materials or media do not violate or infringe upon
the rights of any third party (including, for example, copyrights, trademarks,
privacy, or other personal or proprietary rights), and ensuring that such
materials or media are not libelous or otherwise illegal. We disclaim all
liability for these matters. Further, you will indemnify and hold us harmless
from all claims, damages, and expenses (including, without limitation,
attorneys fees) relating to any materials or media produced or used by you in
which the Proud User Logo appears. 10. The term of this Agreement will begin on the later of the date you
commence using our products or the effective date hereof, and will end when
terminated by either party. Either you or we may terminate this Agreement at
any time, with or without cause, by giving the other party written notice of
termination. Also, this Agreement will automatically terminate at any time you
cease using our products. However, no termination of this Agreement shall
limit any of your obligations or liabilities to us arising out of any actions
taken before such termination. Upon the termination of this Agreement for any
reason, you will immediately cease use of the Proud User Logo, and remove the
Proud User Logo from all materials or media produced or used by you. 11. You and we are independent contractors, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the parties. You will have
no authority to make or accept any offers or representations on our behalf. You
will not make any statement, whether in any materials or media produced or used
by you or otherwise, that reasonably would contradict anything in this
paragraph. 12. Except to the extent otherwise set forth in our standard Terms of
Sale (as shown on our website) or as otherwise agreed by us in writing, we make
no representations or warranties, express or implied, with respect to any
product sold by us. WE HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. 13. In no event will we be liable to you, whether in contract, in tort,
or under any other legal theory (including strict liability), for any damages,
including, without limitation, direct or indirect, special, incidental,
punitive, exemplary, consequential, lost profits or revenues, or similar
damages, arising out of or in connection with this Agreement or your use of the
Proud User Logo hereunder. 14. You may not assign any of your rights, licenses, or obligations
under this Agreement without our prior written consent. 15. The validity and effect of this Agreement shall be governed by the
laws of the State of California, without regard to its conflicts of law rules.
All claims relating to this Agreement will be resolved in the state and federal
courts located in California, and you agree to the venue and exclusive
jurisdiction of those courts. This Agreement contains the entire agreement
between us and you relating to the subject matter hereof, and cannot be
modified except in a writing duly executed by both parties.
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