Roush Marketing Materials

IN ORDER TO ACCESS ROUSH PERFORMANCE PRODUCT'S MARKETING RESOURCES, MATERIALS, TRADEMARKS AND DOWNLOADS PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY TERMS OF USE AGREEMENT THIS LEGAL DOCUMENT IS AN AGREEMENT BETWEEN YOU, THE USER, AND ROUSH ENTERPRISES, INC., AS WELL AS ITS AFFILIATES AND RELATED ENTITIES INCLUDING, BUT NOT LIMITED TO, ROUSH PERFORMANCE AND ROUSH RACING (COLLECTIVELY THE "LICENSOR"). IF YOU CLICK THE "I AGREE" BUTTON OR IF YOU USE THIS PRODUCT, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT, WHICH INCLUDES THE DATA, SOFTWARE, AND TRADEMARK LICENSE BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE SOFTWARE AND ALL OTHER ITEMS (INCLUDING DOCUMENTATION AND ANY MATERIAL, IMAGES, OR DEPICTIONS OF ANY ROUSH® TRADEMARK), IF ANY, THAT YOU HAVE ACCESSED, DOWNLOADED, OR MAY OTHERWISE BE PART OF THIS WEBSITE WITHIN 15 DAYS TO LICENSOR. Data, Software, And Trademark License 1. GRANT OF LICENSE. Under this license, Licensor, grants you, the Licensee, a non-exclusive, non-assignable, and non-transferable personal license to use this copy of Licensor's data and software content, material, program (which includes but is not limited to the computer screen displays and downloadable versions or icons consisting of the ROUSH® marks) and its accompanying documentation, data, and information that relates to the promotion and sale of automotive-related goods and services and other fields of commerce (all hereinafter termed the "Software") on a single computer at a single location. Licensor reserves all rights not expressly granted to Licensee. In addition, Licensor expressly reserves all other rights, provisions, and remedies that may be set forth in all separate agreements and writings by and between the parties, which are incorporated in this Agreement by reference. In particular, Licensee expressly agrees and acknowledges that it shall comply with, agree to, and abide by, all further terms, conditions, and restrictions set forth by the Licensor in the Roush Trademark Usage Guidelines also available at this site, which may be modified and/or updated by the Licensor from time to time, a portion of which are set forth and delineated in Section 2 below. 2. REFERENCE TO TRADEMARK USAGE GUIDE & REQUIREMENTS. Licensor retains title and ownership of the various ROUSH® marks, which are used to identify the goods and services of Licensor. Licensee may not use any ROUSH trademark as their trademark, service mark, trade name, domain name, product name, or logo. Licensee must have and maintain its own distinct trademark, service mark, trade name, domain name, product name, or logo that does not include any ROUSH® trademark, including any components thereof. If Licensee signs and enters into a Roush Performance Distributorship Agreement, Licensee may referentially use the ROUSH® trademark to identify itself as a "Authorized ROUSH® Distributor", as provided for in the separate Roush Performance Distributorship Agreement. However, Licensee must not use a variation, combination, or abbreviation of any ROUSH® trademark or logo. In accepting this Terms of Use Agreement, Licensee acknowledges that it: (1) cannot use any Roush Performance logos (including button, graphic symbols or artwork) without an additional trademark license from the Licensor; (2) cannot manufacture, have manufactured, sell, or give away merchandise items including, but not limited to, key chains, magnets, T-shirts, hats, mugs, etc., bearing Roush Performance trademarks or logos, unless Licensee enters into a separate written trademark license agreement with Roush Performance that includes the payment of royalties; (3) cannot use or imitate a Roush Performance slogan or tagline including, without limitation, "Between a Race Car … and a Road Car™" or "ROUSH® The Art of Performance Engineering™"; (4) cannot use Roush Performance marks or logos in any commercials or advertising unless the commercial or advertising copy have been first submitted to Roush Performance's Parts and Marketing Manager or your Roush Sale Representative for approval in their sole discretion. If any submitted commercial or advertising copy is rejected by Roush Performance, the notice will advise what aspects of the commercial must change and the copy must be resubmitted to Roush Performance's Parts and Marketing Manager for approval; (5) cannot register Internet Domain Names that use, in whole or in part, Roush Performance marks, logos, slogans or taglines; and (6) cannot use Roush Performance marks, logos, slogans or taglines to sell vehicles which Licensee, or its agents, upfit with Roush Performance parts. 3. OWNERSHIP OF SOFTWARE. Licensor retains title and ownership of the Software recorded on the original disk copy(ies) and all subsequent copies of the Software, regardless of the form or media (tangible or intangible) in or on which the original and other copies may exist. This License is not a sale or transfer of any of the intellectual property rights (e.g., trademarks or copyrights) which Licensor has in the Software or in any copy. 4. COPY RESTRICTIONS. The Software is copyrighted. Unauthorized copying of the Software is expressly prohibited. You may be held legally responsible for any act(s) of copyright infringement caused or encouraged by your failure to abide by the terms of this License. You may not copy or attempt to download the Software from this website for any purpose. In the event that the Licensor gives its separate written consent for you to create a backup or archival copy of any of the Software, you must reproduce and include Licensor's copyright notice on the backup and all other copies as follows: © 2006 ROUSH ENTERPRISES, INC. 5. USE RESTRICTIONS. You may not distribute copies of the Software to others. You may not modify, adapt, translate, reverse engineer, decompile, distribute, disassemble, or download, or create derivative works of the Software without the proper and prior written consent of Licensor. 6. ASSIGNMENT AND TRANSFER RESTRICTIONS. Unless specified otherwise herein or by a separate written agreement between Licensor and you, which has been properly signed by Licensor, the following restrictions apply: This Software is licensed only to you, the Licensee, and may not be transferred or assigned to anyone without the prior written agreement of Licensor. Any authorized transferee or assignee of the Software shall be bound by the terms and conditions of this Agreement. In no event may you transfer, assign, rent, lease, sell, or otherwise dispose of the Software on a temporary or permanent basis except as expressly provided herein. 7. TERMINATION. This License is effective until terminated. Licensor shall have the right to terminate in its sole discretion this Agreement at any time upon fifteen (15) calendar days advance written notice to Licensee. Upon termination you shall destroy or return to Licensor the written materials and all copies of the Software, including modified copies, if any. The assignment provisions of Section 6 and the confidentiality provisions of Section 10 shall survive termination. 8. UPDATE POLICY. Licensor may create, from time to time, updated versions of the Software. Licensor reserves the right to make changes to or improvements in any aspect of the Software at any time without prior notice to Licensee and without an obligation to supply such changed and/or improved Software to Licensee. 9. EXPORT LAW. You may not export the Software in violation of applicable export laws and regulations. 10. CONFIDENTIALITY. Licensee understands and acknowledges that Licensor's Software comprises valuable assets and trade secrets of Licensor in which Licensor claims exclusive proprietary rights, interest, and intellectual property rights in the United States and throughout the World. Licensee agrees not to, and will not permit its employees or agents or independent contractors to use, disclose, provide, or otherwise make available any non-public or confidential materials, documents, specifications, computer screens, computer screen layout, computer screen fields, computer screen input and output fields, database schema, computer code or the like (no matter in what media or form it is embodied) that is received from Licensor or Licensor's agent or independent contractors to any person, other than Licensee's employees or agents or its contractor(s) having a bona fide need for access without prior written consent from Licensor. Licensee shall have no obligation of confidentiality with regard to information which is: (i) already known to Licensee; or (ii) received by Licensee without confidentiality obligations or restrictions on use; or (iii) independently developed by Licensee without access to such information; or (iv) required to be disclosed pursuant to any statutory or regulatory provision or court order; or (v) publicly available information. The phrase "publicly available" shall mean readily accessible to the public in a written publication, and shall not include information which is only available by a substantial searching of the published literature, and information the substance of which must be pieced together from a plurality of different publications and sources. 11. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions set forth in FAR Sections 52-227-14 and 52-227-19 or DFARS Section 52.227-7013(C)(1)(ii), as applicable. Contractor/manufacturer is: Roush Enterprises, Inc., 12445 Levan, Livonia, MI 48150. Disclaimers Of Warranty And Liability. Unless specified otherwise herein or by a written agreement between Licensor and you (which has been properly signed by both Licensor and you), the following disclaimer of Warranties of the Software apply. You expressly acknowledge and agree that use of the Software is at your sole risk. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION AND RESULTS OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. MOREOVER, LICENSOR DOES NOT WARRANT AND EXPRESSLY DISCLAIMS ANY WARRANTIES THAT THE EXERCISE OF LICENSE RIGHTS PURSUANT TO THIS AGREEMENT WILL NOT INFRINGE ANY CURRENT OF FUTURE INTELLECTUAL PROPERTY RIGHTS OWNED BY PERSONS OTHER THAN LICENSOR. Licensor makes no representation regarding the possibility of any such infringement by use of the Software, either alone or when combined with products other than the Software. The parties hereby agree that Licensor has no duty to investigate nor to warn you of any such possibility of infringement by use of the Software when used alone or when combined with software other than the Software. NEITHER LICENSOR, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, WILL BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Licensor's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid by you for the Software. Controlling Law, Forum And Severability This Agreement, including its license and disclaimers, shall be governed by and construed in accordance with the laws of the United States and the State of Michigan. Any dispute relating to this Agreement and its subject matter shall be adjudicated by a competent court (for example, but not limited to, the United States District Court for the Eastern District of Michigan). If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effectuate the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Complete Agreement This Agreement constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by Licensor. Should you have any questions concerning this Agreement, or if you desire to contact Licensor for any reason, please contact us in writing: ROUSH ENTERPRISES, INC Legal Department 12445 Levan Livonia, Michigan 48150 Click here to download the ROUSH Performance Product Trademark Usage Guideline.