NUKEPROOF US TERMS AND CONDITIONS
1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH SIGNA SPORTS NORTH AMERICA HOLDING CORP. d/b/a NUKEPROOF US , OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these "Terms") apply to the purchase and sale of products and services through us.nukeproof.com (the "Site"). These Terms are subject to change by SIGNA SPORTS NORTH AMERICA HOLDING CORP. d/b/a NUKEPROOF US (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.
2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us, or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
3. Prices and Payment Terms.
(a) Prices posted on this Site may be different from prices offered by us at our existing bike dealers across the US. All prices, discounts, and promotions posted on this Site are subject to change without notice. Pricing on Nukeproof US’ Products shall be set in accordance with Minimum Advertised Price (“MAP”) Policy. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and your order confirmation email. We strive to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(b) We may offer, from time to time, promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
(c) The following terms may be used by us to communicate pricing information:
(i) "MSRP Price" means the suggested retail price of a product as provided by a manufacturer, supplier, or seller (“MSRP”).
(ii) "List Price" references our normal price for a product or service.
(iii) "Sale/Discount" refers to a reduced price for a product or service.
(iv) "Clearance" refers to a reduced price for a product or service that will be discontinued.
(d) We will not charge your credit card until after your order has entered the shipping process: (1) upon completion of check out, your credit card is authorized for use; (2) the order is placed in our system for review and approval; (3) once approved, the order is entered into queue for fulfilment; (4) and contingent on product availability, we then complete payment, print the shipping label and deliver to carrier. We accept Visa, Mastercard, Amex, Discover, Diners Club, Shop Pay, Apple Pay, Google Pay, and Meta Pay for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
4. Shipments; Delivery; Title; Risk of Loss; and Damaged Product in Shipment.
(a) We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.
(b) Title and risk of loss pass to you upon our transfer of the products to the delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
(c) In the event you receive a product that is damaged in transit from us, please contact a Rider Experience Agent as soon as possible to assist you in filing a claim with the shipper on your behalf. When filing your claim have your original order number, tracking number, and 2 to 3 photos showing the reported damage ready upon request. A Rider Experience Agent will be available via phone, email, chat, or SMS at your convenience Monday through Friday from 7am to 7pm MT.
5. Returns and Refunds. Except for any products designated on the Site as final sale or non-returnable, we will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs provided such return is made within 30 days of delivery with valid proof of purchase and provided such products are returned in their original and clean condition. Returned products with signs of obvious use, but in otherwise undamaged condition, will also be accepted within 30 days of original delivery date for exchange, or store credit minus a minimum 5% restocking fee.1
(a) New Products in Undamaged Original Condition: Upon return and inspection by our technicians, products deemed to be clean, undamaged, and in its original condition will be eligible for full store credit. Products must be returned in its original packaging and in the original condition as received.
(b) Used Products in Undamaged Condition: Upon return and inspection by our technicians, products deemed to be used and undamaged will be eligible for exchange or store credit with a minimum 5% restocking fee. The customer may elect to upgrade to a higher priced product by simply paying the difference between the two products. Products returned with damage beyond normal wear and tear (e.g., minor scratches/swirl marks able to be buffed, dirt on tires, etc.) are not eligible for return.
(c) Used Products in Damaged Condition: Damaged products are unable to be accepted for return or exchange under our 30-day risk-free product return policy. Products damaged within 30 days of purchase are eligible for our Accidental Damage Plan. Products damaged due to poor return packaging are not eligible for return, or exchange. All products must be returned in the original packaging under our 30-day risk-free product return policy.
(d) Accessories: All accessories are eligible for return within 30 days of original purchase date with proof of purchase for a full refund to original payment method. All accessories must be returned in like-new condition in original packaging with any associated, decals, stickers, tags still intact.
You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection.
Refunds are processed within approximately three to five (3-5) business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Site. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE.
For defective returns, please refer to the Nukeproof US’ Warranty (see Section 6) included with the product or as detailed in the product's description on our Site.
6. Nukeproof US’ Warranty and Disclaimers.
THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. THE LIMITED WARRANTY CAN ALSO BE FOUND ONLINE AT US.NUKEPROOF.COM OR/AND IN THE DOCUMENTATION WE PROVIDE WITH THE PRODUCT.
WE WARRANT THAT DURING THE WARRANTY PERIOD, THE PRODUCT WILL BE FREE FROM MATERIAL AND MANUFACTURING DEFECT. WE LIMIT THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE DURATION OF THIS EXPRESS LIMITED WARRANTY.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
OUR RESPONSIBILITY FOR DEFECTIVE GOODS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND AS DESCRIBED BELOW IN THIS WARRANTY STATEMENT AND COVERED IN SECTION 5.
SIGNA SPORTS NORTH AMERICA HOLDING CORP. is located at address 11613 Reading Rd., Cincinnati, OH 45241 (“we”) extend this limited warranty only to the consumer who originally purchased the product (“you”). It does not extend to any subsequent owner or other transferee of the product. This limited warranty covers the original purchaser with proof of purchase from defects in material, paint, workmanship and manufacturing of each Product and Product Part for the Warranty Period as defined below:
- Nukeproof Frames = 5 Years (2016 Model Frames – Current Frames, excluding Downhill products)
- Nukeproof Frames = 2 Years (Model Frames before 2016)
- Nukeproof Downhill Frames = 2 years
- Nukeproof Components = 2 Years (lifetime on Carbon Handlebars)
- Nukeproof Ti Bearing HZN Headset = 5 years
- Nukeproof Ti Bearing HZN Bottom Bracket = 2 years
- Nukeproof Ridewear and Protection = 1 Year
Transfer of the item from the original purchaser to another person terminates this limited warranty.
This limited warranty does not cover any damage due to:
(a) transportation; (b) storage; (c) improper use; (d) failure to follow the product instructions or to perform any preventive maintenance; (e) modifications; (f) unauthorized repair; (g) normal wear and tear; (h) improper assembly; or (g) external causes such as accidents, abuse, or other actions or events beyond our reasonable control.
Nukeproof Bearings that are unusable due to contamination, misuse, improper, or lack of maintenance are not covered under warranty, even if the defect occurs within a short time from the date of original purchase. Water ingress from power washing will invalidate this warranty. Stripped pedal threads on cranks not covered under warranty, as well.
This warranty gives you specific legal rights, and you may also have other rights which vary from State to State.
7. Limitation of Liability. THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT, NOR SHALL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
The limitation of liability set forth above shall: (i) only apply to the extent permitted by law and (ii) not apply to (A) liability resulting from our gross negligence or willful misconduct and (B) death or bodily injury resulting from our acts or omissions.
8. Goods Not for Resale or Export. You represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.
10. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
11. Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Utah.
12. Dispute Resolution and Binding Arbitration.
YOU AND SIGNA SPORTS NORTH AMERICA HOLDING CORP. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
(a) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
We will be responsible for paying any individual consumer's arbitration fees to AAA. If you prevail on any claim that affords the prevailing party attorneys' fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law. (b) You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
(c) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR SIGNA SPORTS NORTH AMERICA HOLDING CORP. WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
(d) The arbitration shall be heard by one arbitrator, chosen by agreement of the parties. If the parties fail to agree on an arbitrator within 30 days of the commencement of the arbitration, the arbitrator selection mechanism in the AAA Rules shall apply. The arbitrator shall have the power to rule on his / her own jurisdiction and authority, including any objection to the initial or continuing existence, validity, effectiveness or scope of this agreement to arbitrate. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The place of arbitration shall be Salt Lake City, Utah unless the parties agree in writing to a different location. Regardless of where the arbitration proceeding actually takes place, all aspects of the arbitration and the Agreement shall be governed by the provisions of the laws of the State of Utah (except if there is no applicable state law providing for such arbitration, then the Federal Arbitration Act shall apply) and the procedural and substantive law of such state shall be applied without reference to conflict of law rules. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law or to enforce an award, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the parties to this Agreement.
The parties to this Agreement acknowledge that by agreeing to this arbitration provision, they are giving up the right to litigate claims against each other, and important rights that would be available in litigation, including the right to trial by judge or jury, to extensive discovery and to appeal an adverse decision. The parties acknowledge that they have read and understand this arbitration provision, and that they voluntarily agree to binding arbitration.
13. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
14. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of SIGNA SPORTS NORTH AMERICA HOLDING CORP..
15. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
(a) To You. We may provide any notice to you under these Terms by (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by facsimile transmission to [FAX NUMBER]; or (ii) by personal delivery, overnight courier, or registered or certified mail to SIGNA SPORTS NORTH AMERICA HOLDING CORP., 11613 Reading Rd, Cincinnati, OH 45241. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
17. Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
Image Request Terms & Conditions
Please read this Agreement carefully in its entirety before you grant permission to use an image or use of any Content. By responding with #yesvitusbikes or #yesnukeproofbikes you confirm that you, as the publisher, are the copyright owner of the content or have the authority to agree and grant permission of content use on behalf of the copyright owner, and you agree to be bound by the terms of this Agreement and the Content usage restrictions contained herein. If you do not wish to accept the terms of this Agreement, do not respond with #yesvitusbikes or #yesnukeproofbikes.
WHEREAS, Content- Creator (“Licensor”) solely and exclusively owns or controls the rights in certain photograph[s], and wishes to grant to SIGNA Sports North America Holding Corp. (“Licensee” or “SIGNA”) a license under those rights, and SIGNA wishes to obtain a license to the Image[s] for the uses and purposes described herein, each on the terms and conditions set forth in this Agreement;
Grant of Rights. Licensor hereby grants to SIGNA and its affiliates (each, a "Licensee" or “SIGNA”) the nonexclusive, perpetual, irrevocable, freely transferable and sublicensable right and license throughout the United States, its territories and possessions to use each of the Image[s] in any and all formats and media, whether now or hereafter known or devised, by any and all technologies and means of delivery, whether now or hereafter known or devised, for:
- purposes of making, providing, advertising, promoting, marketing, selling, and otherwise commercializing SIGNA Bike Products and Services, including, without limitation, in, as part of, or in connection with any package, container, label, trademark, logo, trade dress, or advertising, promotional, marketing, or sales materials of or for such SIGNA Bike Products and Services.
- Waiver of Moral Rights. Licensor hereby knowingly, voluntarily, and irrevocably waives all rights of attribution and integrity and any other rights in or to the Image[s] arising under Section 106A of the Copyright Act, 17 U.S.C. § 106A, or under any other applicable law of the United States or any state, country, or other jurisdiction that acknowledges or confers rights of the same or similar nature (collectively, "Moral Rights"). To the extent this waiver is not permitted by applicable law, Licensor hereby agrees not to enforce such Moral Rights against Licensee or any individuals or entities acting on behalf of Licensee or permitted to receive copies of the Image[s] under this Agreement (collectively, "Licensee Parties").
- Other Licensee Rights. Licensee shall have the rights (a) not to use or exploit the Image[s] and (b) to exercise its rights under this license through any of its employees, agents, and independent contractors.
- Grant of Rights. Licensor hereby grants to SIGNA and its affiliates (each, a "Licensee" or “SIGNA”) the nonexclusive, perpetual, irrevocable, freely transferable and sublicensable right and license throughout the United States, its territories and possessions to use each of the Image[s] in any and all formats and media, whether now or hereafter known or devised, by any and all technologies and means of delivery, whether now or hereafter known or devised, for:
- Licensor shall prior to delivery of the Image[s], obtain from all persons who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in any such Image[s], such written and signed licenses, permissions, waivers, and consents (collectively, "Permissions" and each, individually, a "Permission"), including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for Licensee to exercise its rights in the Image[s], including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person.
Ownership of Intellectual Property.
- Licensor will own and retain all right, title, and interest in and to the Image[s], subject to the license granted in Section 1. SIGNA will own and retain all right, title, and interest in and to all Adaptations of the Image[s] made by, or by any third party for the benefit of, SIGNA, subject to Licensor's rights in the underlying Image[s].
- Use of Licensor's Name, Likeness, and Information. Licensor grants to Licensee the perpetual, worldwide right to use Licensor's name, image, likeness, and biographical and professional information (including information Licensor provides to SIGNA and any other information about Licensor that is publicly available) in any and all media and by any and all technologies and means of delivery now or hereafter known or devised in connection with the Image[s] and any Adaptations, including to advertise and promote the same or any good or service that features or includes at least one of the Image[s], in whole or in part, as provided by Licensor unmodified or as Adapted, without further consent from, or any payment or other compensation to, Licensor.
- Attribution and Copyright Notice. Provided Licensor is not in breach of this Agreement, Licensee shall have the right, but not the obligation, to provide Licensor with the following source attribution for each Image (including any applicable copyright or trademark notice) in connection with any publication of such Image in its entirety; provided, however, that Licensee shall have no obligation to provide such attribution where, in Licensee's reasonable judgment, space does not reasonably permit such attribution or such attribution would be commercially disadvantageous, physically impractical, or contrary to custom or applicable law:
No casual or inadvertent failure of Licensee or any third party to accord such attribution will constitute a breach of this Agreement.
Representations and Warranties.
- Mutual Representations and Warranties. Each party represents and warrants that it has the full right, power, and authority to enter into, perform, and grant the rights and licenses it grants and is required to grant under this Agreement.
Licensor Representations and Warranties. By providing the Image[s] to SIGNA, Licensor hereby represents and warrants that:
- the Image[s] are Licensor's sole and original creation;
- Licensor is the sole and exclusive legal and beneficial owner of the entire right, title, and interest in and to the Image[s], including all copyrights and other intellectual property rights therein;
- Licensor is the record owner of the copyright registrations and applications for the Image[s] and all such issued registrations are valid, and in full force and effect;
- There is no settled, pending, or, to the best of Licensor's knowledge after exercising reasonable diligence, threatened litigation, opposition, or other claim or proceeding challenging Licensor's ownership of copyrights in or use of the Image[s] or the validity, enforceability, or registration of such copyrights or any other intellectual property rights in or to the Image[s];
- Licensor has not brought or threatened any claim against any third party alleging infringement of any of the Image[s], nor, to the best of Licensor's knowledge after exercising reasonable diligence, is any third party infringing or threatening to infringe any copyrights or other rights in the Image[s];
- Any caption, text, or other information Licensor submits for or concerning the Image[s] is true, accurate, complete, and not misleading;
- the Image[s] do not, and use thereof as permitted hereunder will not, violate any law or regulation or infringe or otherwise violate any right of any third party, including, but not limited to, any copyright, trademark, patent, trade secret or other intellectual property right, any right against defamation, or any right of publicity or privacy; provided that this representation and warranty shall not apply to: (i) any modified Image the creation or use of which is prohibited under this Agreement, or (ii) any Image modified by or on behalf of Licensee as permitted hereunder where such violation or infringement would not have arisen from the faithful reproduction or use of such Image as provided by Licensor.
Licensee Representations and Warranties. SIGNA hereby represents and warrants that SIGNA will not use the Image[s] in any manner that:
- causes any Image[s] to be deemed defamatory, obscene, or otherwise unlawful or injurious as provided by Licensor to become defamatory, obscene, or otherwise unlawful or injurious;
- suggests sponsorship of or by, or association with, any third party; or
- competes with or is detrimental to the licensor.
- Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates, officers, directors, employees, agents, sublicensees, successors, and assigns (each, a "Licensee Indemnified Party") from and against all Losses arising out of or in connection with any third-party claim, suit, action, or proceeding ("Third-Party Claim") relating to any actual or alleged: (a) breach by Licensor of any representation, warranty, covenant, or obligation under this Agreement, or (b) infringement, dilution, or other violation of any intellectual property or other personal or proprietary rights of any Person resulting from the use of the Licensed Marks by Licensee or any of its Affiliates or sublicensees in accordance with this Agreement.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.
- Company may terminate this Agreement at any time without cause and without prior written notice to Licensor.
- Licensor may revoke permission at any time by contacting the SIGNA marketing team via email: firstname.lastname@example.org. Content shall be removed from SIGNA systems, website, social accounts and shall be removed from any future printed materials within thirty (30) days of revocation.
- Effect of Termination. Upon the expiration or termination of this Agreement[: (a)] all rights licensed under this Agreement will revert to Licensor and Company shall, within [NUMBER] days after such expiration or termination ("Wind-Down Period"), cause to be inactivated and erased all digital copies of the Image[s] in its control and possession and return or, at Licensor's written request, destroy, any print or other tangible copies of the images; provided, however, that: (i) [Company/Licensee] may retain one archived copy of [each of ]the Image[s] solely for purposes of responding to claims or inquiries relating to the Image[s], and (ii) during the Wind-Down Period, each Licensee may continue to commercially exploit the Image[s] in accordance with the terms and conditions of its license hereunder[./; and] [(b) all sublicenses that have been granted by Company shall automatically and immediately terminate, subject to the sublicensee's rights during the Wind-Down Period; provided, however, that any sublicensee may elect to continue its sublicense as a direct license from Licensor by providing written notice to Licensor of its election and of its agreement to assume all obligations (including payment obligations) contained in its sublicense agreement as direct obligations of the sublicensee to Licensor].
- Relationship of the Parties. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
- Assignment. This Agreement is personal to Licensor. Licensor may not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
- Amendment and Modification; Waiver. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement nor invalidate or render unenforceable such term or provision in any other jurisdiction.
- Governing Law; Jurisdiction and Venue. This Agreement is interpreted under, and any disputes arising out of or related to this Agreement are governed by, the laws prevailing in the State of Utah, without reference to its conflicts of law principles. Licensee irrevocably consents to the jurisdiction of courts located in the State of Utah, in connection with all actions arising out of or in connection with this Agreement, and waives any objections that venue is an inconvenient forum. Licensee will not initiate any action against SIGNA in any other jurisdiction. A final judgment in any action or proceeding is conclusive and enforceable in any other jurisdiction (including the appropriate court of the jurisdiction in which Licensee is a resident or in which any property or any office of Licensee is located) by suit on the judgment or in any other manner provided by law.
- Entire Agreement. This Agreement, including and together with any related attachments, is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.
Last Updated: May 26, 2023