Gladson
Advertising Image Network (GAIN)
License
Agreement
READ THIS FIRST!
YOUR USE OF THE GAIN DATABASE MEANS THAT YOU AGREE AND ACCEPT THE
TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE AND COMPLY WITH
THESE TERMS THEN YOU MAY NOT USE THE GAIN DATABASE OR ANYTHING IN IT.
Gladson Advertising Image Network (“GAIN”) is a continually growing database of
high resolution product advertisement images (“Images”) and the depictions of
the associated manufacturer’s trademarks captured in high resolution color or
grayscale black and white Tagged Image File Format (TIFF) and Encapsulated
Postscript (EPS) advanced image files. Images are captured and owned by
Gladson Interactive (“Gladson”) with the authorization of participating product
manufacturers or supplied to Gladson by participating product
manufacturers. GAIN is intended for manufacturer and retailer use only,
in accordance with the terms of this Agreement.
1.
Grant of Rights.
Permitted Uses.
As long as you comply with the terms of this Agreement, Gladson grants
you a non-exclusive, non-transferable right throughout the United States to
download, use and store the most current Images from GAIN solely for print
advertising (including flyers, coupons, and internal publications), in-store
video displays and kiosks. All trademarks must be used without alteration
including ® for federally registered marks and ™ for unregistered marks.
Prohibited
Uses. You may not: (a) alter any Image or notice or trademark
that appears in GAIN; (b) sublicense, sell or loan any Image; (c) use any Image
in space management applications, planograms, shelf tags, signs, shelf strips,
backtags or (d) integrate any Image into applications or systems not described
under permitted uses.
Duration.
This Agreement terminates automatically if you fail to comply with any of its
terms. Upon termination, you may no longer use any Image or trademark
depiction obtained through GAIN and your access to the GAIN web site will
end. Either party may otherwise terminate this Agreement at any time by
written notice to the other party.
2. Ownership.
You acknowledge that Gladson is the owner of all rights in the GAIN database
including each Gladson captured Image and the selection, arrangement and
coordination of the database and you agree not to challenge these rights.
Each participating manufacturer owns the rights in its products and packaging,
including trade dress and trademarks, and you agree to do nothing to damage the
value of these rights. All trademark uses inure to the benefit of their
respective owners.
3. Limitation of Liability.GLADSON
SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES
OF ANY SORT ARISING FROM THE USE OF GAIN EVEN IF GLADSON IS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
4.
Disclaimer and Remedy.
GLADSON DISCLAIMS ALL WARRANTIES IN GAIN, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE. Your sole and exclusive remedy for the failure of any Image or
of the GAIN web site is to notify Gladson in writing of such failure within
thirty (30) days of receiving the defective Image.
5.
Governing Law and Fees. This Agreement shall be governed by the
laws of the State of Illinois. You shall be responsible to pay all expenses
incurred by Gladson in enforcing this Agreement, including reasonable
attorney’s fees and costs of investigation. You agree that any litigation
concerning this Agreement shall be brought exclusively in the U.S.
District Court for the Northern District of Illinois in Chicago or the state
Circuit Court for the Eighteen Judicial Circuit in Wheaton, Illinois.
6. Entirety. This Agreement constitutes the entire
understanding between you and Gladson and it supersedes all prior
understandings, representations or agreements, written or verbal, relating to
GAIN.
Rev
10/07/05