In exchange for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Collegiate Licensing Company ("CLC") agrees to grant the undersigned ("Original Purchaser") the right to use the CLC Trademark logo digital files ("Digital Files") on the condition that the Original Purchaser agrees to the terms and conditions contained herein.
The Original Purchaser and CLC agree as follows:
The Digital Files and the information contained therein may not be reproduced, copied or otherwise duplicated, in whole or in part, except as permitted herein, and may be used only by the Original Purchaser on one eligible computer and in accordance with the terms and conditions of the Original Purchaser's license or other agreements with CLC that are necessary due to commercial use of the indicia of any CLC Trademark ("License Agreements"). If the Original Purchaser's eligible computer is connected to a network, other computers or non-intelligent terminals, proper system security must be in place to ensure that no other computers or terminals on the network have access to the information contained in the Digital Files. These Digital Files or the information contained therein may not be possessed or used by any other person or entity other than the Original Purchaser. CLC and its duly authorized representative shall have the right during reasonable business hours to examine Original Purchaser's (or its agent's) computer network and all other materials in Original Purchaser's (or its agent's) possession or under its control with respect to the enforcement of this provision and to the subject matter and terms of this Agreement.
CLC and JPatton Sports Marketing, Inc. ("JPatton") make no warranties whatsoever, either express or implied, with respect to the Digital Files' performance, quality, merchantability or fitness for a particular purpose. The only exception to this is that JPatton will replace for the Original Purchaser any Digital Files that such Original Purchaser can verify as having been shipped to such Original Purchaser in a defective condition. If said Digital Files are found defective within ninety (90) days of original purchase, JPatton agrees to replace such defective Digital Files free of charge within ten (10) days of JPatton's receipt of said defective Digital Files from the Original Purchaser. This warranty shall not be applicable, and shall be void, if the defect has been risen through abuse, mistreatment, neglect, or through normal wear and tear.
Regardless of circumstance, CLC and JPatton shall in no event be liable for any lost profits or direct, indirect, incidental or consequential damages occurring out of or in connection with the delivery, use or performance of the Digital Files. The Original Purchaser is exclusively responsible for the supervision, management and control of the Digital Files in accordance with the terms and conditions contained herein and in the License Agreements.
CLC shall have the right to terminate this Agreement and the License Agreements without prejudice to any rights which it may have and to demand that the Digital Files be returned immediately to JPatton Sports Marketing, Inc. if the Original Purchaser shall breach any of the terms of this Agreement.
The Original Purchaser of any Digital Files understands that this Agreement is for the use of the Digital Files and in no way supercedes any of the terms and conditions of the License Agreements with CLC. Regardless of the Original Purchaser's status as a licensee of CLC, approval of all products and designs (as per the License Agreements) is still required.
If the Original Purchaser of the Digital Files is not yet a licensee of CLC, the purchase of these files by no means grants any authority (implied or otherwise) to proceed with the production, distribution, or sale of any products bearing the indicia of any CLC Trademark. Unauthorized use of CLC Trademark indicia is trademark infringement and unfair competition. Any production or sale of unauthorized products is a violation of the federal Lanham Trademark Act of 1946, the federal Trademark Counterfeiting Act of 1984, the Anticounterfeiting Consumer Protection Act of 1996, the federal Trademark Dilution Act of 1995, and state infringement and unfair competition laws, among others. Infringing merchandise is subject to seizure. Should any person or entity disregard the foregoing and engage in the production, distribution, or sale of unauthorized products, we will hold them responsible for such actions to the fullest extent provided by law.
The Original Purchaser agrees that this Agreement constitutes the complete and exclusive written expression of the terms of the Agreement between the Original Purchaser and CLC, and supersedes all oral or written understandings, representations, conditions, warranties, covenants and other communications between the parties relating to the subject matter of this Agreement.