These Copyright and Trademark Right Use Terms and Conditions (“Terms and Conditions”) apply to customers and their affiliates (“User”) for every use of Copyrights and Trademarks owned by Richell USA, Inc. (“Right Holder”) located at 2214 Paddock Way Drive, Suite 500, Grand Prairie, Texas, 75050. Right Holder owns all proprietary rights in and to materials (“Materials”) which are contained within Richell USA’s website (www.richellusa.com), the copy right property of Richell Corporation and its subsidiary, Richell USA Inc., and/or its affiliates and protected by federal law against any unauthorized copying and reproduction.
1. GRANT OF A RIGHT OF USE
(A) Right Holder grants, in accordance with this Terms and Conditions, a non-exclusive, non-transferrable right to use Materials (Right of Use) to User solely for the purpose of advertising Right Holder’s respective products on the behalf of authorized retailers and distributors. User shall use Materials at all times for the business and no other purposes.
(B) Materials may include, but not limited to, all Right Holder’s texts, graphics, photographs, images, line art, pictures and icons, used in but not limited to print, digital/electronic, and/or video/audio formats.
2. TERM AND TERMINATION
(A) Right of Use granted here under shall be effective immediately upon receipt of this Terms and Conditions and shall continue in full force during the entire period of trading operations between both parties and effect after any termination of Right of Use.
(B) In the event that User fails to maintain its good corporate standing, Right of Use shall be immediately terminated by Right Holder at its sole discretion.
(C) In the event of termination of Right of Use except the case above section (B), Right Holder Agrees to allow User 6 months to cease all use of the Materials, including a reasonable time to change labels, packaging and advertising, and 12 months to deplete existing inventories of goods bearing Materials as quickly as practicable, and in no event longer that the time specified herein. Termination of Right of Use shall be without prejudice to any rights which Right Holder may otherwise have against User.
Nothing under Terms and Conditions shall be construed to prevent Right Holder from granting any other Right of Use of the Material in any manner whatsoever.
User recognizes that there exists great value and goodwill associated with Material, and acknowledges that all rights therein and goodwill pertaining thereto belong exclusively to Right Holder.
5. PROTECTION OF RIGHT HOLDER’S RIGHTS
(A) During the entire term of Right of Use and thereafter, User shall not breach or aid or assist any other party to take any actions that would breach, harm or contest the proprietary rights of Right Holder in and to Materials.
(B) User shall notify Right Holder in writing of any infringements or imitations by others of the Material which may come to User’s attention, and Right Holder shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. User shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of Right Holder so to do.
6. USE OF MATERIALS
(A) Advertising materials, namely images and line art, may be permitted to manipulate the size, translate from color to black and white, and to change resolution as needed with prior written approval. No other modifications to Right Holder’s product images, line art and copy are permitted without prior written approval from the Right Holder. All other uses of Materials are prohibited unless otherwise specifically authorized in writing.
(B) Upon Right Holder’s request, User shall provide Right Holder with representative samples to show how the Materials are used. Samples includes copies or examples of Materials used on User’s Website. If, at any time, any use of Materials fails to conform to standards set by Right Holder, Right Holder may notify User the failure. User shall cure the failure within thirty (30) days from the date of such notice. In the event that the failure is not cured within the period describe above, Right Holder may immediately terminate Right of Use.
7. COMPLIANCE WITH LAWS AND REGULATIONS
User shall, and shall cause its shareholders, officers, directors, and management personnel to comply with all laws, rules and government regulations pertaining to its business and shall not violate any laws which would create an adverse effect on Right Holder.
User shall fully indemnify and hold Right Holder, its affiliates and their officers, directors, agents and employees harmless from and against any and all claims, losses, damages, expenses, and liability arising from offering, promoting, advertising, sale, or use by User, or any of its authorized sub-Users, whether or not such use conforms to standards set by Right Holder.
9. NO JOINT VENTURE
Nothing herein contained shall be construed to place the parties in the relationship of partners or joint ventures, employer/employee, or agents of the other party and neither shall have the power to bind or obligate the other, except as set forth in this Terms and Conditions.
10. NO ASSIGNMENT OR SUBLICENSE OF RIGHT OF USE
All rights and duties under this Terms and Conditions are personal to User and Right of Use shall not be assigned or sublicensed to any third party by User without prior written approval from Right Holder. Right of Use granted to the third party under this Terms and Conditions shall be on the same terms and conditions to a third party.
11. NO WAIVER OR MODIFICATION
Any waiver of this Terms and Conditions shall be in a prior written consent signed by both parties.
Any claims and disputes under this Terms and Conditions shall be arbitrated under the laws of the State of Texas without regard to the conflicts of laws and rules thereof.
(A) All future Richell® products must include the following proper brand identification:
Any notice, demand or request required or permitted to be given under this Terms and Conditions shall be in writing and delivered personally or by registered or certified mail addressed to the following:
Richell USA, Inc.
2214 Paddock Way Drive, Suite 500
Grand Prairie, Texas 75050 USA
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