LICENSE AGREEMENT PERDUE FARMS INC. IMPORTANT - READ CAREFULLY: THIS LICENSE AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (ALSO REFERENCED HEREIN AS THE "LICENSEE") AND PERDUE FARMS INC. ("PERDUE") GOVERNING THE USE OF THE TRADEMARKS OR SERVICES MARKS AND RELATED LOGOS AND COPYRIGHTED MATERIAL (COLLECTIVELY, THE "PERDUE IP" (AS FURTHER DESCRIBED BELOW)) OBTAINABLE THROUGH THE PERDUE WEB SITE FOUND AT https://perduefarms.marriner.com/news/resources/assets/ (THE SITE"). BEFORE ACCESSING, DOWNLOADING, COPYING, OR USING ANY PERDUE MARKS, YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") CAREFULLY AS THEY GOVERN YOUR USE OF THE PERDUE MARKS. PERDUE IS WILLING TO LICENSE TO YOU THE LIMITED RIGHT TO USE ITS PERDUE MARKS ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY CLICKING THE [ENTER] ICON BELOW OR BY ACCESSING, DOWNLOADING, COPYING OR OTHERWISE USING THE PERDUE MARKS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE CEASE ALL USE OF THE PERDUE MARKS (AND DELETE OR DESTROY ANY RELATED MATERIALS) AND PLEASE EXIT THIS WEB SITE IMMEDIATELY.
TERMS AND CONDITIONS
1.PERDUE MARKS. The "Perdue IP" (as such term is used in this Agreement) shall mean each trademark and Copyrighted Material identified in the Perduegraphics.com website as presented per the Style Guide contained therein and which may be provided to Licensee in connection with this Agreement.
2.LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, Perdue hereby grants, and Licensee hereby accepts, a personal, limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to use the Perdue IP only for the purpose of promoting, marketing and selling Perdue's products and services. References to "Licensee" throughout this Agreement shall mean the individual or company user of the Perdue IP. Any right not expressly granted is hereby reserved by Perdue. All legends, trademarks, trade names, copyright notices and Copyright Management Information, and other identifications appearing on the Perdue IP may not be removed, altered, or defaced by Licensee. Moreover, Licensee may not modify, alter, create derivative work(s) of, reproduce, publish, license, sell, exploit, rent, lease, grant a security interest in, transfer any right(s) in, or otherwise use in any manner not expressly permitted herein the Perdue IP or any part thereof.
3.USER OBLIGATIONS. By accessing, downloading, copying, or using the Perdue IP, Licensee agrees to abide by all applicable local, state, and federal laws and regulations with respect to Licensee's use of the Perdue IP and the promotion, advertising, service or sale of Perdue's products. You also represent that you (or the person executing this Agreement on behalf of your entity or organization) are at least eighteen (18) years of age and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on this Site, including, without limitation, when you provide information via any registration or submission form on the Site. Subject to Perdue's right to monitor and audit compliance, you acknowledge and agree that it is your responsibility to maintain compliance with the terms and conditions of this Agreement and concerning your use of the Perdue IP. Moreover, you agree that you are not a competitor of or operating a business competitive with Perdue. Perdue assumes no responsibility or liability for any claims or obligations that may result directly or indirectly from the communications, contracts, or interactions you establish using the Perdue IP.
4.PROPRIETARY RIGHTS. The Perdue Trademark logos, designs, and copyrighted Materials are owned by Perdue. Perdue retains all ownership right, title, and interest in and to the Perdue IP. Accordingly, Licensee acknowledges and agrees that the provisions of this Agreement do not convey any right, title or ownership interest of any kind in any of the Perdue IP, and that any such use by the Licensee shall inure solely to the benefit of Perdue. Licensee agrees that it shall inno way contest or deny the validity of, or the right or title of Perdue in or to the Perdue IP and shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. In addition, Licensee shall not utilize any the Perdue IP in any manner which interferes with, tarnishes, or diminishes the value of the Perdue IP or harms the reputation of Perdue. Perdue shall have the exclusive worldwide right to file and prosecute trademark and copyright applications, renewals, or other documentation regarding the Perdue IP, and Licensee shall not take any action inconsistent with this right or which relates, directly or indirectly, to the registration of any Perdue IP (or any part thereof) with any trademark/copyright office or governmental authority. Licensee shall, promptly after becoming aware of the same, notify Perdue in writing of: (a) any infringement, dilution, and/or unauthorized use of any Perdue IP; (b) any unfair competition relating to any Perdue IP; (c) any other apparent violation of the rights of Perdue; and (d) any violation of any right or license granted to Licensee under this Agreement. Perdue shall have the sole right to enforce any right, bring any proceeding, claim, or defense, or otherwise settle any claim for any infringement, dilution, or unfair competition relating to the Perdue IP. In addition, Licensee shall cooperate with Perdue, at Perdue's expense for any out-of-pocket costs incurred by Licensee, in any efforts by Perdue to bring such actions. In the event that any Perdue Mark is/are held in a suit or proceeding to infringe any intellectual property rights of any third party and the use of such Perdue Mark is enjoined, or in the event that Perdue reasonably believes that it is likely that any Perdue Mark(s) will be found to infringe, dilute, or constitute a misappropriation, or likely to be enjoined, Perdue may instruct Licensee to immediately cease using the particular Perdue Mark(s) at issue and Licensee agrees that, upon receiving any such instruction from Perdue, Licensee immediately will cease all use thereof. Licensee may use the remaining Perdue Mark(s) in accordance with this Agreement. But, Licensee acknowledges and agrees that Perdue shall have no liability for the cessation of use of any Perdue Mark in accordance with this provision.
5.USAGE GUIDELINES & APPROVAL. Licensee shall use the Perdue Trademarks in accordance with the trademark usage guidelines prescribed in the "Perdue Guide to Proper Logo Usage" and in a manner that reflects positively at all times on Perdue and the Perdue IP. Pursuant to the "Perdue Guide to Proper Logo Usage", the Perdue Trademarks must be displayed in the official colors and in the same form as produced by Perdue. Any use of Perdue Copyrighted Material requires that they be accompanied by a proper copyright notice- "Copyright © [year of publication] Perdue Farms, Inc. All rights reserved". Moreover, the Perdue IP should not be used in an unlawful manner or in any way that suggests that Perdue promotes or otherwise endorses any third party product, service, program, cause, campaign, Web site, or information unless Perdue has provided separate prior written consent for such use. Licensee shall not engage in, nor shall it authorize or permit any other person or entity to engage in, any acts that violate any federal, state or local law, rule or regulation, including but not limited to the laws, rules and regulations related to Licensee's Promotion, advertising, service or sale of products carrying the Perdue IP. Moreover, any use of the Perdue IP should not suggest or imply a mischaracterization of the relationship with Perdue. As condition of this license, you acknowledge and agree that Perdue and any Perdue affiliate or third party agent Perdue reasonably deems necessary has the right to request samples of use of the Perdue IP in order to ensure compliance with this Agreement and the Perdue Guide to Proper Logo Usage and may, subject to Perdue's sole discretion, require prior written approval before finalization and use of any materials (in any media)utilizing the Perdue IP or making reference to Perdue or its products. Such approval is not a representation or warranty by Perdue that any portion of Licensee's products or services complies with applicable federal, state, and local laws, rules, orders or regulations.
6.CONFIDENTIALITY. You acknowledge and agree that in connection with this Agreement and use of the Site you may receive or gain access to the confidential, proprietary, or sensitive information of Perdue and/or its licensors and suppliers, including, without limitation, information concerning pricing and marketing (the "Confidential Information"). You also agree that this Agreement and its terms are and shall be the Confidential Information of Perdue. Accordingly, with respect to the Confidential Information of Perdue, you agree to secure and protect the confidentiality of the Confidential Information of Perdue (and/or its licensors and suppliers) in a manner consistent with the maintenance of Perdue's rights therein, using at least as great a degree of care as you use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts. You therefore shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this Agreement. In addition, you may not disclose this Agreement and/or its terms to any third party or person, except as may reasonably be required to enforce the terms of this Agreement, and/or to your attorneys or accountants or as otherwise required by law, subject in all cases to any permitted third party or person being under the same obligation to keep the information confidential as called for in this Agreement. All Confidential Information of Perdue shall remain the exclusive property of Perdue. These restrictions do not apply to Confidential Information which you (i) are required by law or regulation to disclose, but only to the extent and for the purposes of such law or regulation; (ii) disclose in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such order, and only if you first notify Perdue of the order and permit Perdue to seek an appropriate protective order or move to quash or limit such order; or (iii) disclose with written permission of Perdue, in compliance with any terms or conditions set by Perdue regarding such disclosure. Upon termination or expiration of this Agreement, you shall return to Perdue or destroy, at the request of Perdue, all Confidential Information of Perdue and certify in writing to Perdue, within ten (10) days following termination or expiration, that all such Confidential Information has been returned or destroyed.
7.FEES AND EXPENSES. Licensee acknowledges that the license granted herein to use the Perdue IP is conditioned upon payment of any applicable fees identified on the website or in a separate agreement between Perdue and Licensee governing the relationship between the parties.
8.TERM & TERMINATION. This Agreement will take effect at the moment you click "I ACCEPT" or at the time Licensee enters the website found at www.PerdueGraphics.com and downloads, accesses, copies, or uses any Perdue IP (which ever occurs first) and will remain in effect until terminated by either party, unless otherwise agreed by the parties. This Agreement will terminate automatically if you click "I REJECT" or if you fail to comply with any of the terms and conditions described herein, with termination effective without notice. You acknowledge and agree that Perdue will have the sole right to determine in its reasonable discretion whether you are engaging in any activity that violates any term or condition of this Agreement. You may also terminate this Agreement at any time by ceasing all use of the Perdue IP. Upon termination of this Agreement, the license granted herein will immediately terminate and you shall immediately cease all use of the Perdue IP and otherwise destroy or delete all material displaying, incorporating or depicting the Perdue IP. Perdue shall also not be responsible or liable for any damages or loss, such as loss of sales or profits, as a result of any termination of this Agreement in accordance with this section. The provisions concerning Perdue's proprietary rights, confidentiality, indemnity, warranty disclaimer, limitation of liability, termination, integration, and governing law will survive the termination of this Agreement.
9.WARRANTY DISCLAIMER. THE PERDUE MARKS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND PERDUE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PERDUE DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PERDUE MARKS.
10.LIMITATION OF LIABILITY. PERDUE SHALL NOT BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER AN ACTION IS BASED UPON CONTRACT, TORT, OR OTHERWISE. NOTWITHSTANDING THE FOLLOWING INDEMNIFICATION OBLIGATION, PERDUE SHALL ALSO HAVE NO LIABILITY FOR LICENSEE'S PRODUCTS OR SERVICES OR THEIR QUALITY, PRICE, METHOD OF SALE, OR DISTRIBUTION. MOREOVER, PERDUE'S ENTIRE LIABILITY FOR ANY AND ALL CLAIMS SHALL BE LIMITED TO THE AMOUNT PAID TO PERDUE OVER THE PRIOR SIX MONTHS WITH RESPECT TO THE SUBJECT MATTER OF THE DISPUTE. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION ARE A BARGAINED-FOR EXCHANGE AND A MATERIAL CONDITION AND PREMISE OF THIS AGREEMENT FOR THE LICENSED USE OF THE PERDUE MARKS.
11.INDEMNITY. Licensee agrees to defend, indemnify, and hold harmless Perdue and its affiliates, employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from any acts or omissions arising out of or in any way related to (i) Licensee's use of the Perdue IP, (ii) Licensee's promotion, advertising or sale of products bearing the Perdue IP, including but not limited to any advertising or promotional material prepared by or for Licensee in connection with the use of the Perdue IP, (iii) Licensee's products and services, and (iv) any breach by Licensee of this Agreement. Licensee shall bear full responsibility for all of the foregoing claims for which it is responsible; provided however, that (i) Licensee shall keep Perdue informed of, and consult with Perdue in connection with the progress of each claim; and (ii) Licensee shall not have any right, without Perdue's written consent, to settle any claim if such settlement arises from or is part of any criminal action, suit, or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Perdue and/or any of its affiliates. Notwithstanding any of the foregoing, Perdue shall have the right, in its absolute discretion, to employ attorneys of its own choice and to institute or defend any claim.
12.GOVERNING LAW. This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the State of Maryland. All actions or claims related to or associated with this Agreement will be brought solely in the federal or state courts in Maryland, U.S. and all parties to this Agreement expressly agree to be subject to the jurisdiction of such courts. You also acknowledge that any breach, threatened or actual, of this Agreement will cause irreparable injury to Perdue and/or its licensors or suppliers, such injury would not be quantifiable in monetary damages, and Perdue and/or its licensors or suppliers would not have an adequate remedy at law. You therefore agree that Perdue shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement. Accordingly, you hereby waive any requirement that Perdue or its licensors or suppliers post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Perdue to enforce any provision of this Agreement.
MISCELLANEOUS. This Agreement and the Perdue Guide to Proper Logo Usage, which such guide may be revised from time to time by Perdue, sets forth herein the entire agreement between you and Perdue with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and Perdue with respect to the Perdue IP. Notwithstanding the foregoing, in the event Licensee has executed a separate Agreement with Perdue and the terms and conditions of such Agreement conflict with the terms and conditions of this Agreement, the terms and conditions of the former Agreement will control. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of that or any subsequent default or failure of performance. If any provision or any portion of this Agreement is construed to be illegal, invalid or unenforceable, such provision or portion thereof shall be deemed stricken and deleted from this Agreement to the same extent and effect as if it were never incorporated herein, but all other provisions of this Agreement and the remaining portion of any provision that is construed to be illegal, invalid or unenforceable in part shall continue in full force and effect. Heading are convenience only and have no legal or contractual effect. No joint venture, partnership, employment, or agency relationship exists between Licensee and Perdue as result of this Agreement. You may not assign or otherwise transfer this Agreement. Perdue may make modifications and/or changes in the Perdue IP, the Web site, www.Perduegraphics.com, or in the information or materials contained therein or available there from at any time and for any reason, but has no obligation to provide such updates, upgrades, or changes. Please also note that Perdue reserves the right to change the terms and conditions of this Agreement and the terms and conditions under which this Site and the Perdue IP are extended to you by posting a revised agreement or mailing and/or e-mailing notice thereof to you. Your continued use of this Site following any announced change will be conclusively deemed acceptance of any change to the terms and conditions of this Agreement. Accordingly, please review the Agreement found on the Site on a periodic basis. If Licensee has any questions regarding the Perdue IP or if Licensee is interested in obtaining more information concerning Perdue and its products or services, Licensee may contact Perdue at Perdue, Salisbury Corporate Office, Attn. Legal Matters, P. O. Box 1537, Salisbury, MD 21802.
I HAVE READ AND UNDERSTOOD THE FOREGOING AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. PLEASE MANIFEST YOUR ASSENT TO THIS AGREEMENT BY CLICKING ON THE APPROPRIATE LINK BELOW.
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