NORWOOD PROMOTIONAL PRODUCTS, LLC WEB SITE USE AGREEMENT

TERMS OF USE

RESTRICTED USE OF WEB SITE

Welcome to Norwood.com. We encourage you to browse Norwood.com to review our products and services, as long as you agree to this Web Site Use Agreement. The ordering capabilities on this site are intended for use only by Registered Distributors of Norwood Promotional Products, LLC, and its affiliates ("Norwood," "us," or "our"). Other users may order products and services only through Registered Distributors. "You" or "your" means the user of Norwood.com, and, depending on the context, may refer to a Registered Distributor. If the user is not an individual, then "you" means your company, its officers, members, agents, successors and assigns.

Norwood provides the services (the "Services") available at the domain and sub-domains of www.norwood.com ("Norwood.com") to Registered Distributors subject to these Terms of Use, our Privacy Policies, our Brand License Agreement, and other terms and conditions provided in this document or on Norwood.com ("Policies"). In addition, when using particular Services in Norwood.com, guidelines or rules may be posted which are applicable to your use of those services. Your use of Norwood.com and your relationship with Norwood are subject to all Policies all of which are incorporated by reference into this Web Site Use Agreement.

Please read this Web Site Use Agreement carefully before accessing or using Norwood.com. Accessing Norwood.com signifies your agreement to be bound by all of the Policies contained in the most current version of this Web Site Use Agreement posted on Norwood.com. Using Norwood.com's ordering capabilities signifies your representation and warranty that you are a Registered Distributor. Norwood reserves all rights and remedies it may have at law and equity against persons using Norwood.com who do not agree to be bound by the Policies. . IF YOU DO NOT AGREE TO BE BOUND BY ALL THE POLICIES OR CANNOT COMPLY WITH THE POLICIES, DO NOT ACCESS OR USE NORWOOD.COM.

INTELLECTUAL PROPERTY
Norwood.com is owned and operated by Norwood. Norwood is one of the promotional product industry's most respected suppliers, offering a wide array of innovative products, including writing instruments, drinkware/ceramics, calendars, recognition awards, magnets, business accessories, textiles, automotive accessories, personal products, housewares/tools, computer products, sporting goods and electronic accessories, and other products and services. To continue to benefit commercially from the innovation of our products and services, Norwood maintains a global portfolio of intellectual property, including patents, trademarks, trade dress, copyrights and other intellectual property ("IP"). The designs embodied in the products depicted in this website are the property of Norwood. Any use of these designs without the express written consent of Norwood is prohibited. Norwood.com and all the IP contained on this site are protected under domestic and international IP laws. You acknowledge that Norwood provides access to web sites that contain content that is protected by IP rights. You will only use such content in a legal manner, in compliance with this Web Site Use Agreement.

The use of third-party logos, trademarks and trade names on products in this web site are for illustrative purposes to represent Norwood's expertise in factory printing and design capabilities. Such use does not imply an endorsement or association between Norwood and any third-party, nor does it indicate that the product has been used or purchased by any third-party. Products featuring these designs are not for sale to anyone other than authorized representatives of the owners of the logos, trademarks and trade names.

Patents
Norwood patents many of the designs and technical innovations that are used on our products. Norwood uses the term "Patent Pending" on products that contain an invention for which we have applied for patent protection with a patent office. Norwood uses the phrase "Patent Number XXXXXXX" on products which are protected by an issued patent. Norwood actively pursues individuals and companies that infringe upon its patents.

If you are interested in distributing or manufacturing items protected by Norwood patents, please send an inquiry to legalreview@norwood.com.

Copyrightable Materials
Norwood owns the copyright in designs and images that are featured on many of our products. Copyright in the pages and in the screens displaying the pages, in the content of those screens and pages, and in the selection, coordination and arrangement of that content, is owned by Norwood unless otherwise indicated. No part of the materials made available may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means electronic, mechanical, photocopying, recording, or otherwise without express written consent from Norwood. Except as provided in the Brand License Agreement below or as otherwise expressly permitted under copyright law, no copying, redistribution, publication or commercial exploitation of downloaded material will be permitted without the express prior written consent of Norwood. If you are interested in licensing such copyrightable materials, please send an inquiry to legalreview@norwood.com.

As between the parties, Norwood is and shall be the sole owner of all copyrights and other IP rights now existing or hereafter coming into existence in and to any custom calendars or other custom Norwood products (subject to the Registered Distributor’s or customer’s copyright, if any, in their own underlying Artwork that they provide to Norwood). The Registered Distributor and customer shall have a limited, royalty-free non-sublicensable license to view any draft/proposal versions of a custom product provided by Norwood solely for the purpose of approving the product. Upon Norwood’s receipt of payment in full, the customer shall also have a perpetual, royalty-free license to display and redistribute the final tangible version of the product delivered by Norwood. However, unless otherwise agreed by Norwood in writing, no such product, whether in final form or draft/proposal form, may be reproduced, modified, adapted, published, printed or used for a derivative work by the Registered Distributor, the customer or any other party. All other rights are expressly reserved by Norwood.

Without limiting the generality of the foregoing, YOU ACKNOWLEDGE THAT COPYING OR PRINTING, OR CAUSING A THIRD PARTY TO COPY OR PRINT, ANY CUSTOM CALENDAR OR OTHER NORWOOD CUSTOM PRODUCT, OR CREATING A PRODUCT WITH A SUBSTANTIALLY SIMILAR SELECTION, COORDINATION OR ARRANGEMENT, WITHOUT NORWOOD’S PRIOR WRITTEN CONSENT, MAY CONSTITUTE COPYRIGHT INFRINGEMENT.

In the event of any permitted copying, printing, redistribution or publication of copyrighted material, no changes in or deletion of attribution or copyright or trademark notices shall be made. All rights are reserved in our copyrightable materials.

Trademarks
Trademarks are words, logos, taglines, phrases and combinations thereof that identify products and services for a particular company. Trademarks are valuable property, and protection of this property is provided under United States federal and state laws, as well as under international trademark laws. The trademarks listed in Schedule A of the BL Agreement and all related trademarks, logos and trade dress are trademarks or registered trademarks of Norwood in the United States and other countries. All other trademarks are the property of their respective owners. Except as provided in the Brand License Agreement below or as otherwise expressly permitted under trademark law, Norwood does not authorize use of its trademarks without express prior written consent of Norwood. Norwood controls the use its trademarks by all licensees and authorized parties, and pursues unauthorized use of its trademarks by parties who do not have a valid license or permission agreement with Norwood. Norwood reserves all rights to object to the use of any Norwood trademark.

If you would like to become licensed to use Norwood's trademarks, please refer to the Brand License Agreement. Norwood does not provide legal advice regarding the proper use of our trademarks. If you have questions regarding the use of a Norwood trademark, please consult with your legal counsel. If you are a licensee or authorized user of any Norwood trademark, please consult your licensing agreement and contact legalreview@norwood.com with any questions.

Art, Logos, Trademarks, and Other Supplied Materials
Norwood uses art, logos, photographs, illustrations, text, trademarks and other information or materials supplied by Registered Distributors and customers ("Artwork") to provide products and services. You hereby grant Norwood a non-exclusive license to use, reproduce, display, modify, adapt, publish, create derivative works from and incorporate into other materials any Artwork provided by you as necessary to provide you with your requested products and services. Norwood assumes no responsibility for determining the proper ownership or proper use of Artwork. All liabilities of this nature rest with the Registered Distributors and the customers. Registered Distributors and the customers placing orders with Norwood represent and warrant that they have the authority to order, purchase and distribute the product with the Artwork specified on the order, and that the use or display of the Artwork will not violate any laws, third party rights or client restrictions. Norwood assumes no responsibility for determining who does or does not have such authority. By submitting Artwork to Norwood for use on a product, Registered Distributors and the customers agree that they shall indemnify, defend and hold harmless Norwood for the use of any Artwork and for breach of this warranty. Registered Distributors and customers also shall indemnify, hold harmless, defend and absolve Norwood, its affiliates and licensors from and against all claims, liabilities and expenses arising out of or related to any actual or alleged infringement or misappropriation of any copyright, trademark, right of privacy, right of publicity or other IP or proprietary rights or claims of defamation or unfair competition. This directive will remain in effect after delivery of the product or service.

Norwood reserves the right to photograph, show as samples, or use in Norwood's advertising the items produced by Norwood without liability as to trademark, copyright or other proprietary rights. Norwood reserves the right to refuse to provide product or service when it is determined that the Artwork does not meet Norwood's standards.

LICENSE AND SITE ACCESS
Norwood grants you a limited license to access and make personal use of Norwood.com.

YOUR ACCOUNT
Registered Distributors are required to obtain an account from Norwood.com to order products and services from Norwood.com. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You accept responsibility for all activities that occur under your account or password and such use shall be deemed to be use by you. You will ensure that all use of your account complies fully with the provisions of this Web Site Use Agreement. Transfer of the account by you to any other person or entity is prohibited.

RISK OF LOSS
All items purchased from Norwood are made pursuant to a shipment contract. The risk of loss and title for such items pass to you upon Norwood's delivery to the carrier.

PRODUCT DESCRIPTIONS
Norwood attempts to be as accurate as possible on all product descriptions that are available through Norwood.com. However, Norwood does not warrant that product descriptions or other content of Norwood.com is accurate, complete, reliable, current, or error-free. If a product offered on Norwood.com is not as described, your sole remedy is to return it in unused condition.

PRICING
While Norwood tries to ensure accuracy, Norwood reserves the right at any time to correct any errors in pricing or descriptions and to cancel or refuse to accept any order based on an incorrect price or description. Product and service prices and specifications are subject to change without notice. Norwood reserves the right to limit quantities. Descriptive, typographic, or photographic errors are subject to corrections.

Because of custom orders, shipping charges, and other factors, the final invoice for a product or service may be different than the original invoice as provided on Norwood.com to the Registered Distributor. When this occurs, Norwood will contact the Registered Distributor by phone or email with the final invoice before processing the order and credit card or other payment.

CHILDREN
Norwood does not intentionally sell products or services for purchase by children or collect information about children. Children under 18, but at least 13 years of age, are authorized to use Norwood.com only with the involvement of a parent or legal guardian who agrees to be bound by this Web Site Use Agreement. Children under the age of 13 are not authorized to use Norwood.com, and parents or legal guardians may not agree to this Web Site Use Agreement on their behalf. Children under the age of 18 are not permitted to use or access restricted portions of Norwood.com as described below.

RESTRICTED PORTIONS OF NORWOOD.COM
Certain portions of Norwood.com contain nudity or other material that may not be appropriate for children under the age of 18. Norwood does not intentionally provide access to these restricted portions of Norwood.com and requires the user to verify that they are at least 18 years of age before access is provided. While Norwood attempts to restrict access to all such materials, technical and other errors may occur. If such access to restricted portions of Norwood.com is not restricted, children under the age of 18 must not access such restricted portions and immediately leave the restricted portion of Norwood.com, if accessed.

WEB SITE HOSTING
Norwood provides web site hosting services for select Registered Distributors. Registered Distributors shall follow the Policies for any such web site hosted by Norwood. Additionally, Registered Distributors agree not to provide links to any other web site within the web sites provided by Norwood. Norwood retains the right to regulate the content, format, or any other feature of the web site provided by Norwood and may shut down the provided web site at any time for any reason at Norwood's sole discretion. Registered Distributors shall ensure that the hosted web sites comply with this Web Site Use Agreement and any applicable laws.

UNITED STATES AND CANADA ONLY
All materials on Norwood.com are provided for the purpose of providing Services in the United States and Canada. Norwood makes no representations that the materials on the site are appropriate or available for use in other locations. If, despite these conditions, you use Norwood.com from outside of the United States or Canada, you are solely responsible for compliance with any applicable foreign or local laws.

MODIFICATION
Norwood reserves the exclusive right, at our discretion, to update, change, modify, add, or remove portions of Norwood.com and the Policies from time to time including, but not limited to, content, hours of availability, and system requirements. The effective date of the latest version of the Policies, as stated below, indicates the last time the Policies were materially modified. Checking the effective date below allows you to determine whether there have been material modifications since the last time you reviewed the Policies.

The Policies were last materially modified on 09/27/2012.

You can review the most current version of the Policies at any time at Norwood.com. Your continued use of Norwood.com following change in the Policies will constitute your acknowledgement and acceptance of such change. If you do not agree to any change, you must immediately stop using and accessing Norwood.com.

DISPUTE RESOLUTION
Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including the Optional Rules for Emergency Measures of Protection, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Pinellas County, Florida.

Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy otherwise is resolved. Either party also may, without waiving any remedy under this agreement, seek from any court having jurisdiction located in Pinellas County, Florida, any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy).

SEVERABILITY
If any portion of this Web Site Use Agreement shall be deemed invalid, void, or for any reason unenforceable, that portion shall be deemed severable and shall not affect the validity and enforceability of any remaining portions of this Web Site Use Agreement. If a court of competent jurisdiction finds any portion this Web Site User Agreement invalid or unenforceable, such portion shall be given the maximum effect permitted under applicable law, and the remainder of this Web Site Use Agreement shall remain valid and fully enforceable according to its terms, and the invalid or unenforceable portion shall be replaced with a valid and enforceable provision that most closely reflects the intention of Norwood.

NO WARRANTY
The information, materials and services provided in Norwood.com are provided on an "as is" and "as available" basis without warranty of any kind, implied, express or statutory, including, but not limited to, warranties of title or non-infringement, implied warranties of merchantability or fitness for a particular purpose, and freedom from computer virus, other than those warranties that are implied by, and incapable of exclusion, restriction or modification under the laws applicable to this agreement. All use of the Services (including but not limited to the accessing and use of content, information and services, the purchase of products and services, the transmission of information and other communications by and to you, and the downloading of computer files) is at your sole risk. Norwood does not warrant the accuracy, adequacy or completeness of this information and materials and expressly disclaims liability for errors or omissions in this information and materials.

LIMITATION ON LIABILITY
In no event will Norwood be liable for any damages, including without limitation direct or indirect, special, incidental, or consequential damages, losses or expenses arising out of or in connection with Norwood.com or use thereof or inability to use by any party, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Norwood, or representatives thereof, are advised of the possibility of such damages, losses or expenses. Hyperlinks to other internet resources are at your own risk; the content, accuracy, opinions expressed, and other links provided by these resources are not investigated, verified, monitored, or endorsed by Norwood.

TERM AND TERMINATION
This Web Site Use Agreement is effective from your acceptance of the Policies, which is indicated by first use of Norwood.com. Norwood may terminate this Web Site Use Agreement any time without notice.

Upon termination of this Web Site Use Agreement, all rights granted to you under this Web Site Use Agreement shall terminate immediately. Norwood's right to enforce the provisions of this Web Site Use Agreement shall survive termination of this Web Site Use Agreement.

NOTICE
All notices required or permitted under this Web Site Use Agreement shall be in writing, shall reference this Web Site Use Agreement and shall be deemed given upon receipt when sent by registered or certified mail, return receipt requested, postage prepaid or commercial overnight carrier, with written verification of receipt. All communications shall be sent to the address set forth below or to such other address as may be designated by Norwood by providing notice through disclosure in this Web Site Use Agreement.

Norwood Promotional Products, LLC
Legal Department
14421 Myerlake Circle
Clearwater, FL 33760

Notice of material breach of this Web Site Use Agreement or termination of any portion of this Web Site Use Agreement will be provided by posting on Norwood.com, regular mail, or electronic mail to the e-mail address provided by the Registered Distributor at the time of registration for Services.

INDEMNIFICATION
You shall defend, indemnify and hold Norwood harmless from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to your use of Norwood.com.

WAIVER
No waiver of any default or breach of this Web Site Use Agreement by Norwood shall be deemed a continuing waiver or a waiver of any other breach or default, no matter how similar. Norwood's failure to insist upon or enforce strict performance of any provision of this Web Site Use Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Web Site Use Agreement.

FORCE MAJEURE
The obligations of Norwood are subject to and contingent upon the absence of interference or interruptions such as strikes, riots, war, invasion, fire, explosion, accident, delays in carriers, acts of God and all other delays beyond Norwood's reasonable control, and any interference with the obligation of Norwood for any such reason shall not be deemed a breach of this agreement.

ENTIRE AGREEMENT
This Web Site Use Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. Each of the parties acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as may be expressly set forth herein.

PRIVACY POLICIES

PRIVACY NOTICE
Norwood collects, retains, and uses information about Registered Distributors and other visitors to this site only for specific business purposes, including to protect and administer customer records and accounts; to comply with certain laws and regulations; to help design or improve Norwood's products and services, and to understand customers' needs so that we can provide them with high-quality products and service.
If Norwood believes it has a legitimate business reason for sharing identification and other personal information with a third party, such as to offer you certain discounts, products or services, it may share such information with third parties. Norwood may also disclose information about its customers to third parties as required or permitted by applicable law.
What personal information about customers does Norwood.com gather?
The information we learn from customers helps us personalize and continually improve your shopping experience at Norwood.com. Here are the types of information we gather:

First and last name
Gender
Date of birth
Preferred language
Customer, business, billing, shipping and other addresses
E-mail address
Website addresses/URL's
Telephone numbers
Pager numbers
Facsimile numbers
Tax-payer ID number
Social security or other national ID numbers
Credit card information including credit card type, number, expiration date, verification number, card holder's first and last name, and billing address
To review or change your information through a secure webpage, please Click Here.

Information You Give Us: We receive and store any information you enter on Norwood.com or give us in any other way. You can choose not to provide certain information, however you might not be able to take advantage of many of our features. We use the information that you provide for purposes such as responding to your requests, customizing future shopping for you, improving our stores and communicating with you. In addition, we may also use standard software to collect non-identifying information about Registered Distributors and other visitors to our web site, such as:

  • Date and time our site was accessed;
  • IP address (a numeric address given to servers connected to the Internet); and
  • Web browser used.

Automatic Information.
We receive and store certain types of information whenever you interact with us. For example, like many web sites, we use "cookies," and we obtain certain types of information when your Web browser accesses Norwood.com. A number of companies offer utilities designed to help you visit web sites anonymously. Although we will not be able to provide you with a personalized experience at Norwood.com if we cannot recognize you, we want you to be aware that these tools exist.

E-mail Communications.
To help us make e-mails more useful and interesting, we often receive a confirmation when you open e-mail from Norwood.com if your computer supports such capabilities. We also compare our customer list to lists received from other companies in an effort to avoid sending unnecessary messages to our customers. When you send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on Norwood.com. All agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

How secure is information about me?
We protect the security of your information during transmission by using Secure Sockets Layer (SSL) software, which encrypts information you input.

It is important for you to protect against unauthorized access to your account, password, and to your computer. Be sure to sign off when finished using a shared computer.

Does Norwood share the information it receives?
Information about our customers is an important part of our business, but we are not in the business of selling it to others. We share customer information only as described herein and with subsidiaries Norwood controls that either are subject to this Privacy Notice or follow practices at least as protective as those described in this Privacy Notice.

Agents: We employ other companies and individuals to perform functions on our behalf. Examples include fulfilling orders, delivering packages, sending postal mail and e-mail, removing repetitive information from customer lists, analyzing data, providing marketing assistance, providing search results and links (including paid listings and links), processing credit card payments, and providing customer service. These agents have access to personal information needed to perform their functions, but may not use it for other purposes.

Promotional Offers: Sometimes we send offers to selected groups of Norwood customers on behalf of other businesses. When we do this, we do not give that business your information. If you do not want to receive such offers, please adjust your Customer Communication Preferences. To adjust your Customer Communications Preferences please Click Here. We do not give your information to other companies for their direct marketing use.

Business Transfers: As we continue to develop our business, we might sell or buy companies, subsidiaries, or business units. In such transactions, customer information generally is one of the transferred business assets but remains subject to the promises made in any pre-existing Privacy Notice (unless, of course, the customer consents otherwise). Also, in the unlikely event that Norwood or all of its assets are acquired, customer information will be one of the transferred assets.

Protection of Norwood and Others: We release account and other personal information when we believe release is appropriate to comply with the law; enforce or apply our Policies and other agreements; or protect the rights, property, or safety of Norwood, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction. Obviously, however, this does not include selling, renting, sharing or otherwise disclosing personally identifiable information from customers for commercial purposes in violation of the commitments set forth in this Privacy Notice.

In addition to actions and disclosures specifically authorized by statute or authorized elsewhere in this Web Site Use Agreement, Norwood shall have the right (except where prohibited by law notwithstanding your consent), but not the obligation, to monitor content on Norwood.com and to disclose any information to protect their respective rights, property and/or operations, and where circumstances suggest that individual or public safety is in peril. You hereby consent to, and expressly waive such rights as you may have under the Federal Cable Communications Act or otherwise to limit or prohibit such actions or disclosures.

With Your Consent: Other than as set out above, you will receive notice when information about you might go to third parties and you will have an opportunity to choose not to share the information.

Norwood reserves the right to resolve system problems using means including, but not limited to, examining accounting logs and other records, accessing an account's mailbox and any other means necessary to ensure proper functioning of the system. Norwood does not guarantee the security of any data on the system including data transmitted using secure servers. Norwood assumes no liability for the loss of private or confidential material. Norwood customers should be aware that no computer system/network is completely safe from system failures or intrusions by unauthorized parties, and therefore no sensitive material should be passed through the network.

BRAND LICENSE AGREEMENT

This Brand License Agreement (the "BL Agreement"), made effective by your acceptance of the Web Site Use Agreement, which is indicated by first use of the Services through your Account and/or through your use of Norwood.com, (the "Effective Date"), is made and entered into by and between Norwood, having its principal place of business at 14421 Myerlake Circle, Clearwater, FL 33760, and Registered Distributor (each a "Party" and collectively the "Parties").

RECITALS

Norwood is the sole and exclusive owner of all rights to certain logos, icons, characters, designs, trade names, trade dress, trademarks, copyrights, images, related intellectual property and proprietary structure and formats (hereinafter the "Licensed Property") and is the sole and exclusive owner of all rights to manufacture, market, promote, distribute and sell products utilizing the Licensed Property.

Registered Distributor desires a limited license from Norwood to use the Licensed Property for limited purposes relating to the creation and maintenance of web sites and the marketing and promotional materials therefore, used to promote and sell products and services related to the sale and distribution of Norwood's products ("Limited Use").

Norwood is willing to grant a limited license to the Registered Distributor in accordance with the terms and conditions contained in this BL Agreement.

AGREEMENT

 

In consideration of the foregoing and the mutual promises herein, the Parties hereby agree as follows:

  

 

 

 

 

1.

Definitions. As used in this BL Agreement, the following terms shall have the meanings set forth below:

a.

 

Registered Distributor means any distributor who establishes an account with Norwood, including their employees, agents, or anyone else authorized by the distributor who accesses or uses Norwood.com, the distributor's account, or password.

b.

 

Registered Distributor Developed Content means the web site content originated independently by Registered Distributor and developed by Registered Distributor, exclusive of all Licensed Property.

c.

 

Licensed Property means the Norwood-owned logos, icons, characters, designs, trade names, trade dress, trademarks, copyrights, images, related intellectual property and proprietary structure and formats for presenting web site content under the Norwood trademarks and Services, as described in the Web Site Use Agreement.

d.

 

Products means, collectively, all products of Norwood marketed, distributed and sold by Registered Distributor, inclusive of the packaging, marketing and advertising materials, and other trademarks, or other materials which include all or portions of the Licensed Property and/or are based on the Licensed Property which are developed and exploited pursuant to the BL Agreement.

 

2.

Term. The term of the BL Agreement shall commence upon the Effective Date, and continue in full force and effect until terminated pursuant to Section 7 of the BL Agreement.

 

3.

Grant of Rights.

a.

 

Subject to the terms of the BL Agreement, Norwood hereby grants to Registered Distributor and Registered Distributor hereby accepts a non-exclusive license and right to use, reproduce, market, distribute, sell, display, promote, and advertise the Licensed Property in conjunction with the Products. This License shall pertain only to the Products as defined in the BL Agreement and does not extend to any other product or service. Registered Distributor shall have no right to use the Licensed Property outside of the scope of use provided in the BL Agreement.

b.

 

Registered Distributor shall have no right to sublicense the BL Agreement. Registered Distributor shall not authorize any use, direct or indirect, of any Licensed Property to any third party.

c.

 

Norwood hereby authorizes Registered Distributor to use the Licensed Property in connection with the content, packaging, advertising and sale of the Products provided that such use is in compliance with the trademark and branding guidelines in Schedule A.

 

 

4.

Ownership of Intellectual Property.

a.

 

Norwood retains all right and title to all copyrights, trade names, trade dress, trademarks, and other intellectual property contained in the Licensed Property and the Products. Registered Distributor shall not exploit the intellectual property contained in the Licensed Property or the Products except as specifically authorized by the BL Agreement. Registered Distributor acknowledges that Norwood has developed the Licensed Property and the Products through the expenditure of considerable time and monies and the Licensed Property and the Products include Norwood's logos, icons, designs, look and feel, trade names, trademarks, trade dress, and that all uses and goodwill acquired by such use of the Licensed Property and the Products by Registered Distributor shall inure solely to the benefit of Norwood.

b.

 

Registered Distributor shall retain all right and title to all copyrights, and trademarks contained in the Registered Distributor Developed Content, with the exception of the copyrights, trade names, trade dress, trademarks, proprietary information, other intellectual property and Services, including the Licensed Property and the Products owned by Norwood and licensed to Registered Distributor in the BL Agreement. It is agreed and understood that Registered Distributor may create and use trademarks or trade names for a line of products within which it shall distribute and/or otherwise exploit the Products. These trademarks or trade names shall be owned by Registered Distributor provided that such trademarks or tradenames do not incorporate any intellectual property belonging to Norwood and provided that such trademarks or trade names do not contain elements which are confusingly similar or identical to elements of Licensed Property or the Products.

c.

 

Nothing contained herein shall be construed so as to transfer any ownership in the Licensed Property or the Products to Registered Distributor. During and after the expiration of the BL Agreement, Registered Distributor shall have the right to exploit the Registered Distributor Developed Content, with exception to any Registered Distributor Developed Content which relies upon Norwood's proprietary information related to the Services provided to the Registered Distributor in connection with the Web Site Use Agreement, and so long as Registered Distributor Developed Content does not contain or use the Licensed Property or the Products.

 

5.

Marketing and Distribution. Registered Distributor shall be solely responsible for the sale and distribution of the Products and shall bear all related costs associated therewith. Registered Distributor shall use commercially reasonable efforts to promote and distribute the Products, and all such use shall utilize the Licensed Property and conform to all style and brand requirements related to such use. Registered Distributor shall include in every unit of the Products the appropriate trademark designation and attribution as defined in Schedule A of this BL Agreement.

 

6.

Proper Use and Compliance.

a.

 

Registered Distributor shall be responsible for the production of all sales and marketing materials and the manufacture of all packaging and associated marketing materials for use in connection with Registered Distributor's distribution or other exploitation of the Products pursuant to the BL Agreement.

b.

 

Registered Distributor shall display appropriate credit to Norwood with respect to Norwood's ownership of the Licensed Property. This credit shall appear on any web site owned or controlled by Registered Distributor and the Product packaging in accordance with Norwood's intellectual property notices which are incorporated into Schedule A of this BL Agreement. The size and format of such credit shall be in accordance with the Style Guidelines set forth in Attachment A. Registered Distributor's failure to accord such credit shall be deemed to be a breach of the BL Agreement.

c.

 

Registered Distributor shall submit the following materials to Norwood for written approval with respect to use of the Licensed Property:

 

 

 

i.

Printed Advertisements

 

 

 

ii.

Printed Promotional Materials

 

 

 

iii.

Other printed marketing materials not explicitly defined herein.

d.

 

Norwood shall have, for each of these approvals, a period of 14 business days in which to approve such materials. If Norwood should disapprove any such material, it shall provide Registered Distributor with detail sufficient to enable Registered Distributor to modify the applicable materials, which modified materials shall be resubmitted to Norwood. Norwood shall then examine Registered Distributor's modifications and approve if the requested modifications have been made. Once materials have been approved by Norwood, Registered Distributor shall not materially depart therefrom without Norwood's prior express written consent.

e.

 

Registered Distributor shall submit materials for approval in the appropriate format to legalreview@norwood.com.

f.

 

Norwood may regularly review Registered Distributor's web sites for compliance with style and branding compliance. Failure to comply with Norwood's style and branding guidelines shall be deemed to be a breach of the BL Agreement.

 

7.

Termination.

a.

Termination by Norwood. The BL Agreement may be terminated by Norwood:

 

 

i.

At any time upon 30 days prior notice; or

 

 

ii.

Immediately upon notice to Registered Distributor of any material breach of the terms of the BL Agreement or the Web Site Use Agreement.

 

Registered Distributor acknowledges and agrees that upon termination of the BL Agreement, all rights granted to Registered Distributor shall immediately cease and terminate.

b.

Termination by Registered Distributor.

 

 

Registered Distributor may terminate this BL Agreement at any time by written notification to Norwood. Registered Distributor's termination will only be completed upon receipt of a confirmation number from Norwood through regular U.S. mail.

c.

Effects of Termination. Upon termination of the BL Agreement:

 

 

i.

Registered Distributor must destroy all copies of any Licensed Property and related materials.

 

 

ii.

All rights granted to Registered Distributor under the BL Agreement cease and terminate.

 

 

iii.

Registered Distributor must cease using all Licensed Property in connection with the sale of products within one month of termination of the BL Agreement.

 

 

iv.

If, however, the BL Agreement is terminated for material breach of the BL Agreement, Registered Distributor must immediately cease all sale of products using Licensed Property.

 

 

v.

It is understood that upon the termination of the BL Agreement or the expiration of the one 'month sell-off period detailed above, Registered Distributor shall have no rights whatsoever to utilize in any fashion the Licensed Property, the Products or any products or services previously provided by Norwood under the Web Site Use Agreement.

d.

Survival. Paragraphs 1, 4, 9, and 10 of the BL Agreement and the Applicable Law, Notice, Severability, Waiver, and Force Majeure paragraphs of the Terms of Use shall survive expiration or termination of the BL Agreement.

 

8.

Assignment. The BL Agreement shall be binding upon and inure to the benefit of the successors of the parties hereto. Registered Distributor may not assign the BL Agreement without the prior written approval of Norwood and any attempted assignment without such prior written approval shall be void and of no effect.

9.

Independent Contractor. The relationship established between Registered Distributor and Norwood by this BL Agreement is that of independent contractors and nothing herein contained shall be deemed to establish or otherwise create a relationship of principal and agent between Registered Distributor and Norwood; neither party shall be deemed an agent of the other party for any purpose whatsoever, and neither party nor any of its agents or employees shall have any right or authority to assume or create obligation of any kind, whether express or implied, on behalf of the other party.

10.

Confidentiality. In the course of this BL Agreement, it is anticipated that the parties shall learn Confidential Information (as hereafter defined) about the other. 'Confidential Information' is information about the discloser's business, including, but not limited to, information developed and relating to new products, customers, pricing, know-how, processes, and practices that is identified as being confidential, with the exception of all information gathered by Norwood as described in Privacy Policy of the Web Site Use Agreement. Norwood and Registered Distributor shall keep confidential the other's Confidential Information unless and until the other party consents to disclosure, or unless such knowledge and information otherwise becomes generally available to the public through no fault of the other party. This undertaking to keep information confidential shall survive the termination of this BL Agreement. It is understood, however, that the restrictions listed above shall not apply to any portion of Confidential Information which: (i) was previously known to a receiving party without obligations of confidentiality; (ii) is obtained after the effective date of this BL Agreement from a third party which is lawfully in possession of such information and not in violation of any contractual or legal obligation to a disclosing party with respect to such information; (iii) is or becomes part of the public domain through no fault of the receiving party; (iv) is independently ascertainable or developed by the receiving party or its employees; (v) is required to be disclosed by administrative or judicial action provided that the receiving party immediately after receiving notice of such action notifies disclosing party of such action to give disclosing party the opportunity to seek any other legal remedies to maintain such Confidential Information in confidence; or (vi) is approved for release by written authorization of the disclosing party. At the termination of this BL Agreement, both parties shall return to the other or destroy, at the other party's option, all Confidential Information of the other.

11.

Limitation of Liability. SUBJECT TO THE INDEMNIFICATION OBLIGATIONS CONTAINED IN PARAGRAPH 13, THE LIABILITY OF NORWOOD, IF ANY, FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER AND REGARDLESS OF THE LEGAL THEORY, WITH REGARD TO THE LICENSE GRANTED HEREUNDER OR THE SERVICES PERFORMED HEREUNDER, SHALL NOT INCLUDE COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF REPUTATION OR GOODWILL OR FOR ANY OTHER REASON WHATSOEVER. IN NO EVENT SHALL NORWOOD BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

12.

Representations and Warranties.

a.

Norwood warrants and represents that Norwood has the full right and power to enter into this BL Agreement

b.

Registered Distributor warrants and represents that:

 

 

i.

The Registered Distributor Developed Content shall not in any way violate any existing law, infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity, right of privacy, or any other proprietary or intellectual property rights of any third party.

 

 

ii.

The Product shall not contain any matter that is libelous or defamatory.

 

 

iii.

Registered Distributor has the requisite authority to enter into this BL Agreement and the granting of the rights under this BL Agreement shall not result in the violation of: (a) the organizational documents or bylaws of Registered Distributor, (b) any agreement, contract, lease, license, document or other commitment, written or oral, with respect to the Products to which Registered Distributor is a party or may become bound, or (c) any applicable law, rule, license or regulation.

 

 

iv.

Registered Distributor shall comply with all laws and regulations applicable to its manufacture, packaging, sale, distribution, promotion and advertisement of the Products, including all child and other labor laws and regulations, all customs requirements (including country of origin and export laws and regulations), laws and regulations relating to health and safety (including flammability-related laws and regulations), and laws and regulations related to the disclosure of information to the consumer (including truth-in-advertising and fiber content laws and regulations).

 

 

 

 

 

13.

Indemnification. Registered Distributor shall defend, indemnify and hold harmless Norwood and their respective officers, directors, employees and agents from and against any and all claims, liabilities, damages, costs and fees (including reasonable attorneys' fees and costs) arising out of or relating to: (i) the manufacture, packaging, sale, distribution, promotion and advertisement of the Products (including without limitation any such claims for product liability); (ii) any acts, omissions, statements or representations of any employee, agent, officer or director of Registered Distributor; or (iii) any breach or alleged breach of Registered Distributor's representations and warranties.


SCHEDULE A
Norwood Trademarks & Brand Style Guidelines

NORWOOD TRADEMARKS

ANCHOR (Logo/Design)
GOINGREEN(Logo/Design)
GOOD VALUE CALENDARS
ICATALOG
INNOVATION & SERVICE, DELIVERED
JAFFA
KOOZIE
MOOD METERS
MYNORWOOD
NORWOOD 
NORWOOD.COM
NORWOOD EDGE
RCC KOOZIE 
SAFETY SEARCH
SIGN WAVE
SOUVENIR
SPECTRACOLOR
TRIUMPH
ATCHISON
 

1.

Brand Names/Trademarks / Taglines

a.

Mandatory use: All trademarks and product names, with appropriate trademark designations ( TM or ® ), must be used in connection with all products images and product descriptions on all promotional, advertising, and marketing pieces, including web sites, featuring Norwood's products.

b.

All trademarks must appear exactly as shown in the Schedule or as downloaded directly from Norwood. No modifications to trademark image files can be made.

c.

All trademarks used in text must be set apart from other text with bold type, italics, or colored font.

d.

All trademarks must be followed by the product name or used in connection with the image of the product.
Example:

KOOZIE® Can Kooler

 

e.

Designation guidelines: On the first and most prominent use in any text on any product, promotional, advertising, or marketing piece, including web sites, the appropriate designation, TM or ®, must appear at the end of the trademark. In subsequent uses in text on the same piece, the designation does not need to be used.

f.

Color guidelines: All colors used on trademarks or logos as shown in the Trademark Schedule of the BL Agreement, or as downloaded in images from Norwood, must be used unless prior written authorization is obtained from Norwood.

g.

Product Names: The exact product name, as provided by Norwood, must be used in all text appearances for promotional, advertising and marketing materials, including web sites, as well as on all product packaging. Special attention must be paid to using the correct capitalization, punctuation, and trademark designations.

h.

Attribution: Attribution language must appear on all products and all promotional, advertising, and marketing pieces, including web sites, in type no smaller than 6 points: [List all trademarks used] are trademarks or registered trademarks of Norwood in the United States and other countries, and are used under license.