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KEE Image Library Guidelines and Terms of Use KEE Action Sports (“KEE”) is the owner and operator of the KEE Action Sports website (“KEE WEBSITE”) located at the URL www.keeactionsports.com. These KEE Image Library Guidelines and Terms of Use (“Terms” or “Agreement”) govern access to and use of content posted on or accessible via the KEE WEBSITE. Access to and use of KEE WEBSITE is subject to your acceptance of the following terms and conditions and all applicable laws. If you do not accept the terms of these Terms, you are not authorized to use, access, view, or download content from the KEE WEBSITE. Only Customers (as defined) who obtain passwords through proper means are permitted to use, access, view, or download content from the KEE WEBSITE. By accessing the KEE WEBSITE, you agree to these Terms. KEE reserves the right to modify the Terms at any time, and may post a notice of such changes. If and when the Terms are modified, you will be subject to the modified Terms, and by accessing the KEE WEBSITE, you agree to the modified Terms, without further notice. If you have any questions regarding the foregoing Terms, or to report a violation, please send an e-mail to [E-MAIL]. 1. DEFINITIONS The term “Content” refers to all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials posted at, on or to or at the KEE WEBSITE, including, but not limited to, the images and works included as part of the KEE Image Library. The term “KEE Copyright Work(s)” refers to all copyrightable works authored by or owned by KEE, or created as works for hire by or on behalf of KEE, including, but not limited to, the images and works included as part of the KEE Image Library. The term “KEE Image Library” refers to the images and works posted for download at the link [URL], and includes both the KEE Brand Logos (defined below) and the KEE Product Images (defined below). The term “KEE Intellectual Property” refers to all intellectual property in Content, copyrights, designs, text, images, trademarks, trade dress, trade secrets and inventions owned by and/or originally authored by or on behalf of KEE, including, but not limited to, the images and works included as part of the KEE Image Library. The term “KEE Trademark(s)” refers to all trademarks and service marks owned by KEE, as defined by 15 U.S.C. § 1127, and includes the KEE Brand Logos. The term “KEE WEBSITE” refers to the KEE website accessible through the URL [[ www.keeactionsports.com]]. The term “objectionable” refers to any obscene, pornographic, disparaging, defamatory, or libelous use or any use contrary to the terms of this Agreement. The term “Parties” shall refer to KEE and User, collectively. The term “Party” shall refer to either of KEE or User. The terms “Customer” or “Customers” means parties engaged in the purchase and resale of KEE’s goods or services. The terms ''you'', “your” and/or ''User'' refer to any individuals and/or entities visiting and/or otherwise accessing the KEE WEBSITE for any reason. 2. IMPORTANCE OF KEE INTELLECTUAL PROPERTY KEE Action Sports (“KEE”) is a world leader in the manufacturing, distribution, research, development and design of paintball sports equipment, accessories and supplies. The KEE Intellectual Property has come to signify high levels of quality and reliability. KEE Action Sports has gained valuable rights by the proper and continuous usage of its trademarks, ensuring the KEE Intellectual Property maintains its high level of distinctiveness and quality. Adherence to these Terms will help preserve the integrity and value of KEE Intellectual Property. By accessing the KEE WEBSITE you acknowledge the importance and value of the KEE Intellectual Property. Any permissions provided by these Terms are limited, non-exclusive, non-transferable, revocable, and personal to a particular User, and may be revoked by KEE for any reason without notice. KEE is the owner of all KEE Intellectual Property posted on or otherwise accessible at or via the KEE WEBSITE, unless otherwise noted. Any reproduction, retransmission, or republication of all or part of any of the KEE Intellectual Property found on this site is expressly prohibited, unless KEE has expressly granted its prior written consent to so reproduce, retransmit, or republish the material. All rights reserved. KEE may publish or transmit via the KEE WEBSITE content that is owned by third parties. Any reproduction, retransmission, or republication of all or part of any document found on this site is expressly prohibited, unless the owner of the content has expressly granted its prior written consent to so reproduce, retransmit, or republish the material. 4. USE OF KEE INTELLECTUAL PROPERTY Proper Use of KEE Intellectual Property: You agree not to use KEE Intellectual Property in any unlawful or impermissible manner or in any manner contrary to these Terms. You do not have permission to infringe, use, copy, retransmit, display, or create derivative works based upon any KEE Intellectual Property unless such permission is explicitly provided by KEE or permitted by these Terms. KEE Copyright Works: You agree not to copy, retransmit, reproduce, publish, create derivative works based upon or otherwise transmit any of the KEE Copyright Works, without written permission, authorization and/or approval of KEE and unless permitted by these Terms. KEE Trademarks: The KEE Trademarks appearing on this site may not be used in any advertising or publicity, or otherwise to indicate KEE’ sponsorship of or affiliation with any product or service, without KEE’ prior express written permission and unless permitted by these Terms. Protection of KEE Trademarks. You are prohibited from using KEE Trademarks or any names, marks, or other materials in a manner that is likely to cause confusion with, dilute or damage the reputation, goodwill or image of KEE. No Alteration or Misrepresentation. You will not alter any KEE Trademark in any manner to make it appear that KEE is endorsing, sponsoring, authorizing or affiliated with you or your company, except as expressly permitted in writing by KEE. KEE Trademark Usage Guidelines. You agree to be bound by and to follow the terms of KEE’s Trademark Usage Guidelines, found in these Terms. 4. KEE IMAGE LIBRARY The KEE Image Library provided at the links [LINKS] contains both KEE Trademarks (“KEE Brand Logos”) and approved images of KEE’s goods (“KEE Product Images”). The KEE Image Library is provided to Customers solely for the benefit of KEE and as a tool in reselling, promoting and marketing KEE’s goods and services. If you are not a Customer as defined in these Terms, you do not have any permission to use the KEE Image Library. Customers will be given a password to access the KEE Image Library via the [LINKS]. This password should not be shared with any other person. 5. TRADEMARK USAGE GUIDELINES KEE Trademarks and KEE Brand Logos: Use of the KEE Trademarks, including, but not limited to, the KEE Brand Logos is governed by the Trademark Usage Guidelines of these Terms. Referential KEE Trademark Usage Customers may use KEE trademarks or product names to refer specifically to KEE or its goods and services in advertising, marketing and promotional materials, print materials, and other media. Such referential use is permitted provided that:
General KEE Trademark Use Guidelines
Examples of proper use: Examples of improper use:
Example of improper use: Examples of proper use:
Form: ___________ and ___________ are trademarks of KEE Action Sports
KEE Trademark List The following links are provided solely for your convenience. KEE does not waive any rights to any KEE Trademark or KEE Brand Logo that does not appear on this list. The symbols denote status of the trademark in the United States only. KEE Trademarks may also be registered internationally. [LINKS] Prohibited Use of KEE Trademarks DO NOT use KEE Trademarks in false or misleading advertising. DO NOT use KEE Trademarks to cause a likelihood of consumer confusion. DO NOT use KEE Trademarks for your own goods or services. DO NOT use KEE Trademarks without express permission. DO NOT use KEE Trademarks in objectionable material. DO NOT use KEE Trademarks to disparage KEE, or to damage the goodwill of KEE in any manner. 6. LIMITED LICENSE TO KEE PRODUCT IMAGES License. KEE hereby grants to you a limited, revocable, worldwide, non-exclusive, non-transferable license, without the right to sublicense, to download and use lawfully obtained KEE Product Images that are found in the KEE Image Library, only according to the Permitted Uses of these Terms. Permitted Uses. You may use the KEE Product Images from the KEE Image Library only as follows:
Prohibited Use of KEE Product Images DO NOT use KEE Product Images in false or misleading advertising. DO NOT use KEE Product Images to cause a likelihood of consumer confusion. DO NOT use KEE Product Images for your own goods or services. DO NOT use KEE Product Images without express permission. DO NOT use KEE Product Images in objectionable material. DO NOT use KEE Product Images to disparage KEE, or to damage the goodwill of KEE in any manner. DO NOT use KEE Product Images as as a link to your Web site. DO NOT alter or create derivative works of KEE Product Images in any way except to resize the entire KEE Product Image. 7. NO OTHER LICENSES OR PERMISSIONS These Terms do not grant, either expressly or impliedly, any rights, permissions or licenses in or to Content on the KEE WEBSITE, other than as specifically stated in these Terms. 8. PROHIBITED USES OF KEE IMAGE LIBRARY You are prohibited from selling, licensing or otherwise transferring rights in the KEE Image Library either individually or part of another work. You are prohibited from using the KEE Image Library in any illegal, improper or inappropriate manner or in violation of law, or in violation of these Terms. You are prohibited from creating derivative works based upon the KEE Image Library, including, but not limited to, modifying any file or image, other than to resize an image. 9. IRREVOCABLE RIGHT TO TERMINATE AND/OR TO BLOCK ACCESS KEE reserves the right, without notice to you, to terminate, block or restrict your access to or use of the KEE WEBSITE for any breach or violation of any term(s) of these Terms, solely at KEE’s discretion and solely using KEE’s judgment. KEE reserves the right to revoke and/or terminate any rights, licenses or permissions granted by these Terms, solely at KEE’s discretion and solely using KEE’s judgment, without notice to you. 10. KEE’S RIGHTS UPON VIOLATION OF TERMS BY YOU In the event the Agreement is terminated due to your breach of its terms, you agree that KEE would be damaged due the unauthorized copying, transmission, distribution, modification or publication or of the Content and that the precise amount of such damages is difficult or impossible to calculate. Accordingly, in addition to all other remedies including injunctive relief available to KEE, you agree to the imposition of damages. KEE shall be entitled to its reasonable attorneys’ fees and costs associated with enforcing its rights under this Agreement. 11. JURISDICTION/DISPUTES These Terms shall be governed in accordance with the laws of the State of New Jersey. All disputes under these Terms shall be resolved by litigation in the courts of the State of New Jersey including the federal courts thereof and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it. 12. ASSIGNABILITY This agreement is personal to You, and You may not assign these Terms or the rights and obligations thereunder to any third party or person. These Terms shall inure to the benefit of any permitted successors and assigns. 13. WAIVER No waiver by either Party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of these Terms. 14. SEVERABILITY If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Terms. 15. SURVIVABILITY The ownership and intellectual property rights and license provisions set forth in these Terms, and any other provisions that by their sense and context the Parties intend to have survive, shall survive the termination of these Terms and any obligations hereunder for any reason. 16. INTEGRATION These Terms and any other Terms of Use or Terms of Service for the KEE WEBSITE incorporated herein constitute the entire understanding of the Parties, and revoke and supersede all prior agreements between the Parties and is intended as a final expression of their Terms. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to these Terms. These Terms shall take precedence over any other documents which may conflict with these Terms.
BY CLICKING "I AGREE”, YOU ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
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