Blue Diamond Resorts Image Gallery License Agreement
This is a license agreement (“Agreement”) between you and Blue Diamond Hotels and Resorts Inc. (the “Licensor”), and the terms and conditions set out herein govern your use of the trademarks and logos (registered or unregistered), marketing materials, images, videos, brochures, factsheets and other materials (collectively, “Intellectual Property”) located on the Blue Diamond Resorts Image Gallery (the “Website”). By accessing, downloading and/or using the Intellectual Property from the Website, you accept the terms of this Agreement. The Licensor reserves the right at its sole discretion to change or otherwise modify these terms and conditions without prior notice. By accessing the Website you accept such changes.
1. Grant of License
The Licensor owns all of the Intellectual Property located on the Website and grants to you a personal, non-exclusive, non-transferable, non-sub-licensable right and license to use the Intellectual Property for the sole purpose of marketing and offering Licensor’s products and services to the public in your travel brochures and flyers, on your travel website and social media, on-line advertising, e-mail marketing, and television broadcasts. The Intellectual Property cannot be used for any other purpose.
You shall comply with Licensor’s Intellectual Property guidelines located on the Website or otherwise provided to you from time to time with respect to the appearance and manner of use of the Intellectual Property. You shall include Licensor’s proper trademark and/or copyright notice on your marketing material as appropriate. With respect to trademarks and logos, you shall not form any combination marks with the Intellectual Property.
2. Ownership of Intellectual Property
You acknowledge that Licensor is the exclusive owner of the Intellectual Property and all goodwill associated therewith and such use shall not create you any right, title or interest. You agree that you will not do anything inconsistent with such ownership and that all use of the Intellectual Property by you and all goodwill associated with the Intellectual Property will inure to the benefit of Licensor. Without limitation, you hereby waive any right to or interest in such Intellectual Property other than the specific limited use rights granted herein.
This Agreement is effective until it is terminated by either party. You can terminate this Agreement by ceasing use of the Intellectual Property and deleting or destroying any copies. Licensor may terminate this Agreement at anytime: (a) without cause by providing written notice; or (b) if you breach the terms of this Agreement; or (c) if Licensor reasonably believes that your use of the Intellectual Property or your manner of conducting your operations risks dilution, disparagement or other loss of protection in the Intellectual Property.
Upon termination of the License, you shall: (a) immediately discontinue all use of the Intellectual Property or any colourable imitation thereof; (b) within five (5) days remove all materials (including on-line materials, if any) bearing any of the Intellectual Property; and (c) at Licensor’s request, provide a certificate of compliance signed by you and/or an officer of your company.
You will indemnify and hold harmless Licensor, its affiliates and each of their respective officers, employees, shareholders, directors, managers, members and suppliers against any damages or liability of any kind arising from your breach of this Agreement.
5. Limitation of Liability
In no event shall Licensor be liable for any special, incidental, indirect or consequential damages including, but not limited to, loss of profit or revenue (whether indirect or direct) or data even if Licensor has been advised of the possibility of such loss or damage.
6. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws Barbados and each of the parties hereby irrevocably attorns to the jurisdiction of the Courts of Barbados.