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Securgen®
Downloads |
Before granting permission to download the
Securgen Inc. ("SECURGEN") Trademarks
and logos and related documentation and
content (collectively, the "Materials") from
this Web site or before you begin to use the
Materials, we need to establish what you can
expect from SECURGEN, and what we expect
from you. If you agree to these terms
following your review of them, please print
a copy of this document for your records. If
you do not agree to these terms, you may not
download or use any SECURGEN Materials.
1. ACKNOWLEDGEMENT
You (the "undersigned") acknowledge by your
access to your Web site ("Site") and
acceptance of this Agreement that You are an
authorized representative of your company
and its products and services.
2. USE AND QUALITY STANDARDS
SECURGEN authorizes You to use the
Materials, and the associated goodwill, in
connection with your promotion and
distribution of the SECURGEN products and
services. You may not sell any Material or
grant any other person or entity any right
to use the Materials, unless otherwise
agreed by SECURGEN. You agree that your use
of all of the Materials will conform to the
quality standards set by and under the
control of SECURGEN. SECURGEN will post the
Materials on the Site, which may be updated
by SECURGEN without notice from time to
time. You agree to use the most current
version of the Materials available on the
SECURGEN Web Site. You agree to check the
Materials on the SECURGEN Web Site regularly
for changes or discontinuance of any
Material, but in no event less frequently
than monthly. You agree to discontinue the
use of any Material that SECURGEN deems
inappropriate.
3. OWNERSHIP
You acknowledge that, as between You and
SECURGEN, SECURGEN owns all right, title and
interest in and to the Materials and their
associated goodwill. You further acknowledge
that the Materials have acquired secondary
meaning in the minds of the public. You
receive no rights to the Materials, express
or implied, except the limited use rights of
this Agreement. You will not register,
directly or indirectly, any trademark,
service Material, trade name, company name,
Internet domain name or other proprietary or
commercial right that is identical or
confusingly similar to the Materials or that
constitute translations thereof. Upon
SECURGEN's request, You will execute the
instruments that may be appropriate to
register, maintain or renew the registration
of the Materials in SECURGEN's name within
the territory you are authorized to
distribute the SECURGEN products and
services.
4. INFRINGEMENT
You will immediately notify SECURGEN if You
learn (i) of any potential or actual
infringement of the Materials by a third
party or (ii) that the use of the Materials
may infringe the proprietary rights of a
third party. SECURGEN will determine the
steps to be taken under these circumstances.
You agree to (i) provide SECURGEN with the
assistance that SECURGEN may reasonably
request and (ii) take no steps on its own
without SECURGEN's prior approval.
5. WARRANTY; DISCLAIMER OF WARRANTY
The Materials are provided on an "as is"
basis. All warranties or conditions with
respect to the Materials, including, but not
limited to, any implied warranties of
merchantability, fitness for particular
purpose, satisfactory quality, are hereby
overridden, excluded and disclaimed. Under
no circumstances will SECURGEN be liable for
any consequential, indirect, special or
incidental damages or losses, whether
foreseeable or unforeseeable, based on your
claims or those of your dealers or customers
(including claims for loss of goodwill,
profit, use of money, stoppage of work or
other impairment of assets), arising out of
breach or failure of warranty, breach of
contract, misrepresentation, negligence,
strict liability in tort or otherwise, even
if advised of the possibility of such
damages. In no event shall SECURGEN's total
liability for all damages, losses and causes
of action, whether in contract, tort
(including, but not limited to, negligence)
or otherwise exceed the amount paid by you
to SECURGEN, if any, for the use of the
Materials.
6. COMPLIANCE WITH LAW
You will take all reasonable steps to ensure
that your use of the Materials complies with
all applicable laws and regulations where
You promote and distribute the SECURGEN
products and services.
7. INDEMNIFICATION
You agree to defend, indemnify and hold
SECURGEN and its subsidiaries, affiliates,
agents, employees, officers, shareholders
and directors (collectively, the
"Indemnified Parties") harmless from and
against any liability, loss, damage, demand,
claim, cost, judgment, award, interest,
penalty and expense resulting from, based
upon, arising out of or relating to any
claims, suits, actions, charges or
proceedings brought against the Indemnified
Parties arising from any third-party claim
that your use of the Materials infringes or
violates the intellectual property rights or
other proprietary rights of a third-party.
8. TERMINATION
Your rights to use the Materials will
terminate immediately and without notice if
(i) you fail to cure any breach of this
Agreement within thirty (30) days of
SECURGEN's or its affiliates' notice or (ii)
you cease to be an authorized distributor of
SECURGEN products and services for any
reason. Upon termination, You will (i) cease
all use of the Materials and (ii) destroy or
return to SECURGEN, at SECURGEN's option,
any items bearing a Material. You further
agree that (i) all goodwill associated with
the Material has and will inure to the
benefit of SECURGEN and (ii) You will not be
entitled to any compensation or other
payment upon termination of this Agreement
for any reason.
9. MISCELLANEOUS
This Agreement, and the distribution
agreement that You may have with SECURGEN or
its affiliates states the entire agreement
between us with respect to the Materials and
overrides all prior statements, terms and
representations. In the event of any
conflict between Your distribution agreement
and this Agreement, this Agreement will
prevail. If any provision of this Agreement
is declared unenforceable, it will be
severed, and the remainder of the Agreement
will continue in full force and effect. This
Agreement is governed by the laws of the
State of Washington, U.S.A, excluding its
conflict of laws, and may be modified or
supplemented only in writing signed by both
parties.
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