Sapphire Technology LTD ("Sapphire") hereby grants you ("Licensee") limited permission to use the Sapphire Trademarks or Sapphire Logos and/or images provided herein (collectively, the "Sapphire Mark(s)") solely in connection with the advertising, marketing, promotion and sale of Licensee products that include an Sapphire GPU, Accessories or other SAPPHIRE products and in accordance with the terms and conditions provided below. This grant does not extend to use of Sapphire Mark(s) on Licensee product packaging.
Licensee must agree to the terms and conditions of this Agreement before downloading, copying, or using an Sapphire Mark(s). Any such downloading, copying or use indicates acceptance of these terms and conditions. If you do not agree to these terms and conditions, you are not authorized to download, copy, or use the Sapphire Mark(s) for any reason whatsoever.
I. Sapphire Mark(s) Usage
Licensee shall use the Sapphire Mark(s) only in the form received from Sapphire and in the manner specified in the Sapphire Brand Guidelines and Sapphire Product Badge Guidelines (collectively "Sapphire Trademark Usage Guidelines") solely in connection with Sapphire products that have received prior written approval from Sapphire and not for any other goods or services. The Sapphire Trademark Usage Guidelines may be modified by Sapphire from time to time and it Licensee hereby agrees to ensure that it is in possession of the latest, updated version.
Licensee shall comply with the following terms and conditions:
Licensee shall use the Sapphire Mark(s) solely in connection with promoting the corresponding Sapphire products and not for promoting any other goods and/or services.
Licensee's company name, logo or product name shall appear on any products or related materials where an Sapphire Mark(s) is used. Licensee shall not incorporate the Sapphire Mark(s) into any other trademark, logo, or design or use the Sapphire Mark(s) as part of any trade name, corporate name, social media account name, or domain name.
Licensee shall use the Sapphire Mark(s) in compliance with the legal requirements of the region(s) where the Sapphire Mark(s) will be used. Licensee shall display the Sapphire Mark(s) only in a positive manner and shall not use the Sapphire Mark(s) in any way that may, in Sapphire's sole judgment (1) disparage Sapphire, the Sapphire Mark(s), or Sapphire's products or services, (2) create confusion as to the source or sponsorship of Licensee's goods or services or in any way indicate to the public that Licensee is a division or affiliate of Sapphire, or (3) impair the validity, scope, title or goodwill of Sapphire in the Sapphire Mark(s), including but not limited to uses that could be deemed obscene, pornographic, violent, in poor taste, or unlawful or the purpose of which is to encourage unlawful activities.Licensee shall correct or change, at its own expense, any use of the Sapphire Mark(s) that Sapphire determines in its sole discretion is inaccurate, objectionable, misleading, an unfair use, or a misuse of the Sapphire Mark(s). In each publication or other item produced or caused to be produced by Licensee that includes any Sapphire Mark(s), Licensee agrees to provide a specific attribution that acknowledges Sapphire as the owner of such mark. Such acknowledgement shall be in a font size customarily used and at least as large as other trademark, graphic, or logo attributions, as the case may be. Licensee acknowledges that use of the Sapphire Mark(s) in no way implies sponsorship or certification by Sapphire of Licensee's company, products and/or services. Licensee shall not use the Sapphire Mark(s) in any manner that implies Sapphire's sponsorship or certification of Licensee's company, products and/or services. Licensee agrees to maintain a level of quality comparable with the current quality of computer products standard in the industry while using the Sapphire Mark(s). Quality standards in connection with the use of the Sapphire Mark(s) with Licensee computer products that include Sapphire products shall be at least equal to those used by Licensee for comparable Licensee computer products that do not include Sapphire products. Licensee shall supply Sapphire, for Sapphire's written approval (which shall not be unreasonably withheld), representative specimens of products and marketing, advertising, promotion, and sales materials bearing an Sapphire Mark(s) at least ten (10) business days prior to use of said products or materials. Sapphire will respond within five (5) business days of receipt of said product or materials, but failure to respond will NOT be deemed approval. Following approval, Licensee shall only be required to submit for approval, additional samples that substantially differ from those previously approved. Licensee acknowledges the great value of the goodwill associated with the Sapphire Mark(s) and further acknowledges that Sapphire is the sole and exclusive owner of the Sapphire Mark(s) and the goodwill associated therewith. Licensee agrees that it will not, either during or after the term of this Agreement, contest, attack or dispute, or assist another party in contesting, attacking or disputing Sapphire's title or rights in the Sapphire Mark(s). Licensee shall defend, indemnify and hold Sapphire harmless from and against any claims, lawsuits, judgments, losses, damages, costs and attorney's fees at all levels of proceedings arising from (a) Licensee's breach of these terms and conditions; and/or (b) an unauthorized or negligent use by Licensee of Sapphire's Mark(s) or the trademarks or marks of a third party. Licensee shall immediately inform Sapphire of any unauthorized use of the Sapphire Mark(s) that comes to the attention of Licensee. Sapphire shall have the right, but not the obligation, to take action against any unauthorized user.
II. Indemnification
Licensee acknowledges that the Sapphire Mark(s) shall not be modified to infringe the copyright, trademark or common law rights of any person or entity; and that nothing contained in material produced by the Licensee that incorporates the Sapphire Mark(s) will constitute a libel or slander against, or violate or infringe upon any right, common law or otherwise, of any kind or nature whatsoever, of any person or entity, including, without limitation, any right of privacy or publicity. LICENSEE AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS Sapphire AND ITS LICENSORS, AND ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, LIABILITY AND OTHER EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), RESULTING FROM LICENSEE'S BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSEE'S PRODUCTS OR OTHER IMPROPER USE OF THE Sapphire MARK(S).
III. Termination
Licensee's failure to comply with the terms and conditions of this Agreement shall result in an immediate termination of this Agreement.
Sapphire reserves the right to withdraw permission to use the Sapphire Mark(s), in its sole discretion.
Upon the expiration or termination of this Agreement, the rights and licenses granted hereby to Licensee shall immediately terminate and Licensee shall immediately cease to use the Sapphire Mark(s).
IV. Other
Any claim arising under or relating to this Agreement shall be governed by and construed in accordance with, the substantive laws of the State of Texas, without regard to principles of conflict of laws. Each party hereto submits to the jurisdiction of the State and Federal courts of Travis County and the Western District of Texas for the purposes of all legal proceedings arising out of or relating to this Agreement or the subject matter hereof. Each party waives any objection that it may have to contest such forum.
Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral agreements with respect to the subject matter of this Agreement.
If you have any questions regarding the terms and conditions of this Agreement, please contact the Sapphire Law Department at Sapphire.trademarks@Sapphire.com. If you agree to abide by the terms and conditions of this Agreement, please press "Continue" and complete the information requested.
If you do not agree to abide by the terms and conditions of this Agreement and press "Decline," you may not use the Sapphire Mark(s)
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