Office: 604.859.2002 | Toll Free: 1.800.663.8724
Brand Asset Library – NWR
This is a legally binding agreement between North West Rubber Ltd. ("NWR" or "we") and you (the "User" or "you""), acting as an individual or, if applicable, as a dealer on behalf of the individual or entity who has the license to use the Brand Asset Library ("BAL").
NWR is providing Users with an online resource by which dealers of NWR products ("Dealers" and individually referred to as a "Dealer") may access the brand assets, including but not necessarily limited to logos, images, trademarks, trade names and the like, for each of NWR’s brands (the "Brand Assets"). Within the library of each individual brand is a zip file containing the Brand Assets for that brand, which Dealers will have the opportunity to download and to use for their activities as Dealers. The User must provide all equipment necessary for their own Internet connection, including computer and modem and are responsible for any fees related to such connection.
You hereby acknowledge and agree that, subject to the terms of this Agreement, all right, title, and interest in and to the Brand Assets, the design marks, and logos associated herewith, and any names, marks or material hereafter adopted and used in substitution therefore or in addition thereto shall be and remain the sole property of NWR.
Subject to the provisions of this Agreement, NWR grants to you a non-exclusive right and license to use the Brand Assets contained within the BAL for the sole purpose of carrying out your activities as a Dealer.
You agree to use the Brand Assets only in association with your activities as a Dealer. Any of your activities not directly related to the furtherance of your purpose as a Dealer shall be clearly distinguished from and shall not in any way, whether directly or indirectly, be associated with the Brand Assets.
You agree that you will not alter, redesign, resize, or otherwise modify the appearance of, or distribute, replicate, or offer for sale, without authorization and except as permitted and required by your activities as a Dealer, any of the Brand Assets. Should you require the use of an alternate Brand Asset that is not available on the BAL, you agree to contact your NWR representative to request that you be provided with such.
NWR is and will remain a separate and autonomous corporation and nothing contained in this Agreement will be construed so as to create an agency relationship, a partnership, or joint venture between you and NWR, other than the legal relationship that exists between you and NWR as a Dealer. Neither you nor NWR will act as agent for the other, guarantee the obligations of the other, or in any way become obligated for the debts or expenses of the other, unless mutually and expressly agreed in writing.
You hereby waive and disclaim any claim you now have or may hereafter acquire to any right, title, or interest in the Brand Assets or any part thereof and agree that you will not do or permit any act that is inconsistent with the right, title, and interest of NWR in the Brand Assets.
The BAL is provided by NWR on an "as is" basis. NWR makes no representations or warranties, expressed or implied, regarding: the results of the BAL in terms of its correctness, accuracy, reliability, or otherwise; the fitness of the BAL for a particular purpose; or that the BAL will be suitable or appropriate for the specific requirements of the User.
NWR does not warrant that use of the BAL will be uninterrupted or error-free. The User accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
Users of the BAL acknowledge the risks associated with transmitting data over the Internet and the risks of providing such information in a Web Application such as the BAL. Users acknowledge that despite NWR's reasonable commercial efforts, security flaws may be found and exploited due to the nature of the Internet. Users, recognizing this risk, shall take all appropriate actions as to limit personal identifiable information from being posted on the site and release NWR and its parties from all liability resulting from the release of such information.
The User acknowledge that the BAL collects and sends data from users of the BAL to NWR, not including personally identifiable information. The User hereby consents to NWR’s collection and use of such information, and agrees that such information will fully belong to and be owned by NWR.
The User agrees that NWR shall not be liable for any direct, indirect, general, special, incidental or consequential damages whatsoever, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, including, but not limited to, damages incurred for injury, death, damage, loss of property, loss of production, loss of profits, loss of revenue, loss of data, loss of privacy, loss of use of any computer or software including the BAL, business interruption, or any other business or economic loss suffered by the User arising out of the use, or in any way related to, the BAL. In no event shall the liability of NWR exceed the amount of five dollars ($5.00) CAD.
The User agrees to indemnify and save harmless NWR, its successors, assigns, agents, servants, employees, volunteers, members, officers, and directors, of and from any and all claims, demands, actions, causes of actions, judgments, orders, penalties, losses, demands, damages, costs and expenses, including legal fees on a solicitor and own client basis, of every nature and kind, known or unknown, either past, present or future, including any reasonable amounts that may be required in the opinion of NWR to settle such claims, attributable to any injury, damage or loss of property arising or alleged to arise from the User’s use of the BAL, except to the extent that the injury, damage, or loss has been caused by the gross negligence of NWR, its employees or agents.
NWR reserves the right to modify or discontinue the BAL with or without notice to the User. NWR shall not be liable to User or any third party should NWR exercise its right to modify or discontinue the BAL. Users acknowledge and accept that NWR does not guarantee continuous, uninterrupted or secure access to the BAL and operation of the BAL may be interfered with or adversely affected by numerous factors or circumstances outside of NWR’s control.
The User agrees to submit to the jurisdiction of the courts of the Province of British Columbia for any dispute arising from this Agreement or use of the BAL. This Agreement and any dispute connected in any way shall be governed by the laws of the Province of British Columbia.
User assumes all knowledge of applicable law and is responsible for compliance with any such laws. User may not use the BAL in any way that violates applicable state, federal, provincial or international laws, regulations or other government requirements. User further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Agreement and any other agreements referenced herein may be assigned by NWR, in our sole discretion, to a third party. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a User.