* * READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING “I ACCEPT.” BY CLICKING “I ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU HAVE AGREED ON BEHALF OF YOURSELF AND/OR YOUR COMPANY TO BE BOUND BY ITS TERMS. SUCH ACCEPTANCE IS THE EQUIVALENT OF YOUR SIGNATURE ON THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY EXIT THIS PAGE BY CLICKING “I DO NOT ACCEPT.” * *
Greenlee Media Library Usage Agreement
The images, videos, documents and other materials (“Library Materials”) contained in the Greenlee Media Library are made available on this website pursuant to the terms and conditions set forth below (“Agreement”). By clicking “I Accept” and accessing the Media Library, you are entering into an agreement between Greenlee and you, in your individual capacity, and/or your company, as the authorized representative of the entity on whose behalf you are accessing the Greenlee Media Library (collectively, "User").
1.
Authorized Distributors Only. The Library Materials are only licensed for use by Greenlee employees and Greenlee product distributors
authorized by Greenlee. You hereby represent that you are an employee of Greenlee or an authorized employ or agent acting on behalf of an authorized distributor of Greenlee.
2.
Revocable Permission to Use. Subject to the terms and conditions set forth in this Agreement, Greenlee hereby grants to User a non-exclusive,
non-transferable, non-sublicensable, revocable permission to use the Library Materials solely in connection with the sale and distribution by User of original and authorized
Greenlee products in accordance with the terms of User’s distribution agreement or similar agreement and Greenlee’s terms and conditions of sale. User will use the Library Materials
only in a manner approved by Greenlee, in Greenlee’s sole and absolute discretion. All rights not expressly granted herein are reserved. The rights granted herein are personal to
User, and User agrees that it has no right to transfer any rights granted hereunder. Greenlee shall have the right to revoke this permission at any time for any reason in its
sole and absolute discretion.
3.
Restrictions on Use: The foregoing limited, revocable permission to use is further subject to the following restrictions:
a)
The Library Materials shall not be used in any manner that would imply that anything other than authorized and original
Greenlee products (including any goods, services, or websites of the User or third party) are sponsored by, endorsed by, or affiliated with Greenlee.
b)
The Library Materials shall only be used in advertising or promotion that is truthful, fair, accurate, and is not misleading.
c)
The Library Materials shall not be used in a manner that would disparage or tarnish Greenlee, its reputation, or its products, services, officers, directors,
employees, or agents.
d)
The Library Materials must be used as provided by Greenlee without changes (except for resizing of images), including, but not limited to, changes in the color
or design, or removal of any words, artwork, trademark or copyright symbols, legends, attributions, or notices.
e)
The Library Materials may not be incorporated into any other materials.
4.
Further Restrictions on Use of Greenlee Trademarks: Without limiting the foregoing restrictions, to the extent that any Library Material
includes the Greenlee trademark, or any other trademark, service mark or trade name of Greenlee or its affiliates (“Greenlee Trademarks”), the following further terms and
conditions shall apply:
a)
The Greenlee Trademarks shall only be used in accordance with guidelines for proper trademark usage provided on the Greenlee.com website, as may be updated
from time to time, and any other trademark standards and guidelines as specified by Greenlee from time to time.
b)
The User shall not make any reference to “Greenlee” use the Greenlee Trademarks on its stationery or business cards, without the express written approval of Greenlee.
c)
User acknowledges that Greenlee is the owner of the Greenlee Trademarks and of all registrations and applications for registrations thereof, and that all
property rights are and shall remain exclusively in Greenlee and that no proprietary rights or interest in Greenlee Trademarks are conferred upon User by this Agreement.
d)
User shall not register, or attempt to register, the Greenlee trademarks, any portion of thereof, any marks that are confusingly similar to Greenlee,
and/or any translation, transliteration or element of the Greenlee trademark including, as a component of, or in combination with, any other trademark,
service mark, or trade name including specifically as a domain name, URL or the like. User agrees to assign and hereby assigns to Greenlee, all right, title
and ownership interest that it has or claims to have, now or in the future, in any web addresses and domain names that contain the Greenlee trademark or any
variation or abbreviation thereof.
e)
User will not take any action that would impair, or fail to take any action necessary to preserve, Greenlee’s rights in the Greenlee trademark.
User shall promptly notify Greenlee of any infringement or imitation or attempted infringement of the Greenlee trademark.
f)
No rights or licenses are granted by Greenlee to User, expressly or impliedly, to any name, trade name, trademark, or service mark other than, or differing from,
the names and marks in the forms contained in the Library Materials. User agrees not to use any Greenlee Trademark or any word or letter resembling the same
in appearance or sound other than as specifically granted in this Agreement.
g)
User shall not use or apply any nameplates, labels, or markings on Greenlee products except for those furnished to User by Greenlee or approved in writing by Greenlee.
h)
User may use the Greenlee Trademarks on the same page as other trademarks of its own choosing, provided that the trademarks are so separated as to make
independent commercial impressions, and provided further that the other trademarks are not confusingly similar to the Greenlee Trademarks.
i)
In the event of termination of this Agreement for any reason, User shall immediately cease all use of the Greenlee Trademarks and shall remove the
Greenlee Trademarks and any other confusingly similar trade names or trademarks from User’s website, signs, advertising, literature, letterheads,
business forms, directories, displays of the Greenlee Trademarks, and any other written material on which the Greenlee Trademarks appear.
j)
User agrees to take any and all action which Greenlee may deem necessary or advisable to record and publish the termination of its limited right to use the Greenlee Trademarks.
5.
Unauthorized Use Prohibited. Use of the Library Materials is strictly limited to use by Greenlee authorized users who agree to be
bound by the terms of this Agreement. Unauthorized use of any creative assets contained in the Greenlee Media Library is strictly prohibited pursuant to U.S.
copyright, trademark and other applicable laws and constitutes an infringement of Greenlee's intellectual property rights. Unauthorized use shall result in
revocation of such User's rights to use the Greenlee Media Library.
6.
Intellectual Property. The Library Materials include trademarks, trade names, copyrighted materials and other intellectual
property which are owned by or licensed to Greenlee. All right, title and interest (including all copyright, trademark and other intellectual property rights)
in the Library Materials are and shall remain the sole property of Greenlee. All goodwill accrued by, and due to, User’s use of the Library Materials anywhere
shall be the sole and exclusive property of Greenlee. User acquires no rights by license, estoppel, or otherwise except as expressly granted herein. No Library
Materials may be otherwise copied, reproduced, downloaded, uploaded, displayed, sold, posted, distributed, incorporated into another work, used to create a
derivative work, or otherwise used or exploited in any way.
7.
Termination: Greenlee may terminate the foregoing limited permission to use with respect to any or all Library Materials at
any time for any reason (including convenience). User may terminate the foregoing limited rights to use with respect to any or all Library Materials by
ceasing to use such Library Materials and destroying all copies of such Library Materials in accordance with this paragraph. The foregoing limited rights
shall automatically terminate without notice to User with respect to all Library Materials in the event that any dealer, distributor, re-seller, retailer or
similar agreement between Greenlee and User terminates for any reason. Upon any termination of the foregoing limited right to use any or all Library Materials,
User shall immediately cease use of the affected Library Materials and destroy all copies (whether in electronic or hard-copy form) of such Library Materials;
provided that media users are not required to recall or destroy previously published materials.
8.
Disclaimers: IF USER IS DISSATISFIED WITH ANY LIBRARY MATERIAL, OR WITH ANY OF THESE TERMS AND CONDITIONS OF USE, USER’S SOLE AND
EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE LIBRARY MATERIALS. ALL LIBRARY MATERIALS ARE PROVIDED ON AN AS-IS BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GREENLEE MAKES NO
REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE RIGHT TO USE, COPY OR PUBLISH ANY OF THE LIBRARY MATERIALS IN ANY COUNTRY OR JURISDICTION. IN NO EVENT
SHALL GREENLEE OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE (WHETHER IN AN ACTION ARISING FROM CONTRACT OR TORT) FOR (i) INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES
(EVEN IF GREENLEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY MATTER RELATING TO THE LIBRARY MATERIALS. Please note that some jurisdictions
may not allow the above exclusion of implied warranties, so some of the above exclusions may not apply.
9.
Injunctive Relief: User acknowledges and agrees that any use of the Library Materials in violation of this Agreement will cause
Greenlee irreparable harm, and that monetary damages will not be sufficient to make Greenlee whole. Accordingly, User agrees that Greenlee shall be entitled to obtain
injunctive relief against User from a court having jurisdiction with respect to any unauthorized use, or any imminent unauthorized use, of the Library Materials,
and User hereby agrees not to oppose the grant of such injunctive relief at any time.
10.
Modifications to Terms and Conditions of Use: Greenlee reserves the right to, at any time, change the terms of this Agreement or
its guidelines for proper trademark usage or to impose new conditions with respect to User’s use of the Library Materials. Any such changes or additions shall be
effective immediately upon provision to User by posting on its website, U.S. mail, electronic mail or other means.
11.
Indemnity. User agrees to indemnify Greenlee for any damages it may suffer from User's use of the Library Materials.
12.
Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Ohio,
without regard to their choice of law provisions.
13.
Severability. It is agreed that if any clause or provision of this Agreement is held by the courts to be illegal or void,
the validity of the remaining provisions of the Agreement shall not be affected, and the rights and obligations of Greenlee and User shall be enforced as if the
Agreement did not contain illegal or void clauses or provisions.