1. Intellectual Property & License. These images are the property of BSN medical Inc. The mark BSN medical Inc., the BSN medical Inc. logo and other BSN medical trademarks and service marks are protected by United States and International trademark and service mark registrations and common law rights. The text and images are protected by copyright rights. Business information contained in these materials that is not publicly available is confidential and protected by trade secret rights. These rights are, and will remain, the exclusive property of BSN medical Inc. and its parent company. Any and all use of any BSN medical Inc. Advertisements will inure to the benefit of BSN medical Inc. and its parent company. You are hereby granted a non-exclusive, royalty-free license to reproduce and display the BSN medical Inc. Advertisements in accordance with Section 2 below. It is illegal to use the BSN medical Inc. Advertisements in any manner, including advertising, promotion or in association with the name of a dealership/distributor or in any other way, other than in accordance with this Agreement, without receiving prior written permission from BSN medical Inc. All intellectual property rights that You are authorized to use are forfeited immediately upon termination of Your status as a BSN medical, Inc. Dealer or Distributor, or upon written notice from BSN medical Inc., and the images must be returned to BSN medical Inc., within thirty (30) days of such termination, at Your expense.
2. Use of the BSN medical Inc. Advertisements.
(a) Except as expressly noted in Section 2(b) below, each BSN medical Inc. Advertisement must be used in its entirety as it appears in the images provided including any and all text, warnings, contraindications, notices that a product is only available by prescription, and copyright and trademark notices (collectively, the "Notices"), and all Notices will be reproduced in the same size font and with the same prominence, relative to the remainder of the BSN medical Inc. Advertisement, as provided in images.
(b) The BSN medical Inc. Advertisements may be reproduced by You, in their entirety, in different sizes and media, provided all Notices remain legible and prominent. Portions of text that describe the benefits or features of a particular BSN medical, Inc. product may be deleted or omitted, but not otherwise altered, edited or revised, by You, provided that the omitted or deleted text does not contain, in whole or in part, a warning, contraindication or other Notice.
(c) Any use of the BSN medical Inc. Advertisements in connection with Your business, including, without limitation, use in advertising or on the Internet, must include (I) Your company's trade name more prominently displayed than the BSN medical Inc. mark, (II) a statement that the marks BSN medical Inc., the BSN medical, Inc. logo and the other registered BSN medical, Inc. marks are registered trademarks and service marks owned by BSN medical and (III) Your full, legal business name and mailing address. The BSN medical Inc. Advertisements may not be used in a manner that, in BSN medical Inc.’s sole opinion, indicates or creates the impression that BSN medical Inc. is the sponsor of Your or another third party's services or goods, advertisements, web sites or other marketing materials in any media, whether now known or hereafter invented.
(d) The BSN medical Inc. Advertisements may only be used in connection with the product featured or described in that particular BSN medical Inc. Advertisement (if the BSN medical Inc. Advertisement features a specific product), and You may not sell any BSN medical, Inc. products under any product name that differs from that used by BSN medical, Inc.. The BSN medical Inc. Advertisements, or portions thereof, may only be used in connection with the sale of BSN medical Inc. products.
(e) Any use of the mark " BSN medical Inc." in connection with Your business apart from a BSN medical Inc. Advertisement will include the registered symbol.
3. Disclaimer of Warranties. The BSN medical Inc. Advertisements and the images are provided "AS IS." BSN medical Inc. makes no representations or warranties of any kind regarding any aspect of the BSN medical Inc. Advertisements or the images. BSN medical Inc. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND REGARDING THE BSN medical Inc. ADVERTISEMENTS AND THE IMAGES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT THE BSN medical Inc. ADVERTISEMENTS DO NOT INFRINGE THE RIGHTS OF THIRD PARTIES.
4. Indemnification. You will indemnify BSN medical Inc., its direct and indirect parent companies, subsidiaries, affiliated companies, employees, agents, attorneys, officers, directors, volunteers and shareholders (collectively, the "Affiliates") and hold BSN medical Inc. and the Affiliates harmless from all claims asserted, costs, expenses, judgments and liability (including attorneys' fees and litigation costs and expenses) including, without limitation, claims of trademark, service mark, trade dress and/or copyright infringement, arising from or caused by Your use of the BSN medical Inc. Advertisements in violation of this Agreement or in combination with other material created by You or any third party.
6. Governing Law & Venue. This Agreement will be interpreted and construed in accordance with the laws of the State of North Carolina, without regard to conflicts of law principles. By using the images or the BSN medical Inc. Advertisements, You expressly and exclusively submit to the jurisdiction of the United States federal and state courts located in Charlotte, North Carolina for resolution of any claim arising out of this Agreement, or any breach thereof.
7. Survivability and Severability. The provisions of Sections 1, 3, 4 and 6 of this Agreement will survive the termination of this Agreement. If any term or provision of this Agreement is held void, illegal or unenforceable, the validity of the remaining portions of this Agreement will not be affected thereby.
8. Modifications and Waiver. You may not modify this Agreement unless you receive an executed writing from BSN medical Inc. expressly modifying this Agreement. BSN medical Inc. does not waive any right under this Agreement unless it executes a writing expressly waiving such right. Waiver by BSN medical Inc. as to one occurrence is not waiver as to future occurrences.