Trademark Sub-License Agreement
Set forth below are the terms and conditions for purchasing poly bags from Poly Bag, LLC (“PBL”) bearing the KETTLE CORN logo below (the
“Logo”). Please read this contract carefully.
By clicking the “accept” or “agree” box, you are agreeing to these terms
1. Limited License / Restricted Uses.
The Logo is a trademark that is the property of Kettle Corn Equipment, Inc.
(“KCEI”) which has been licensed to PBL, and you are granted a limited
nonexclusive, nontransferable license to use the poly bags bearing the Logo
that you purchased from PBL only as containers for popcorn products. You may
not use the poly bags or Logo on any products other than popcorn. You may not
make your own poly bags nor any other containers bearing the Logo. You may not
reproduce the Logo nor use it on your web site or in any of your advertising
without written permission from KCEI, which may be requested by contacting them
at email@example.com. Without such written
permission, you may only use of the Logo on the poly bags you purchased from
PBL. You agree that you will not alter the Logo, and that you will not use any
other trademark(s) with the Logo.
2. Quality / Inspection. You agree that the popcorn products you sell
under the Logo will be of a quality that is acceptable to PBL and KCEI; that
you will give PBL and/or KCEI access to your popcorn production facility for
inspection to assure such quality; and that PBL and/or KCEI may prohibit you
from using poly bags bearing the Logo if they reasonably believe that your
popcorn products are of unacceptable quality.
3. NO WARRANTIES.
THE POLY BAGS ARE PURCHASED “AS IS”. NO WARRANTIES OR REPRESENTATIONS ARE GIVEN
BY PBL OR KCEI UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY
OR REPRESENTATION AS TO THE QUALITY, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE OF POLY BAGS PURCHASED, OR THAT THE USE OF THE LOGO WILL BE
FREE FROM INFRINGEMENT OF ANOTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS. Neither
PBL nor KCEI shall be required to defend or indemnify you for any losses or
damages suffered or incurred by you as a result of your use of the Logo
including without limitation the defense of any action for infringement or
unfair competition brought against you, or in connection with any claims by
third parties or uses by third parties of the Logo.
You agree to defend, indemnify and hold harmless PBL and KCEI from and against
any claims, liabilities, actions, costs, damages (including fees of attorneys
and other professionals) or judgments incurred, claimed or sustained by third
parties for (a) personal injury, death or property damage arising from any
distribution, sales or consumption of your popcorn products, or (b)
infringement of any third party intellectual property right arising from your
use of the Logo.
5. Construction / Jurisdiction / Venue.
The construction, interpretation and performance of
this Agreement and all transactions related thereto shall be governed by and
construed in all respects in accordance with the laws of the State of
Washington, and federal trademark law, without giving effect to the principles
of conflicts of law thereof. Each Party consents to the jurisdiction of and
venue in the state courts of the County of Pierce, State of Washington; or, if
applicable, to the United States District Court for the Western District of
Washington located in Tacoma, Washington; and each Party agrees that any action
or lawsuit arising under this Agreement or relating to the subject matter
thereof shall be maintained in one of said courts. Notwithstanding the
foregoing, each Party agrees to use reasonable efforts to resolve any conflict
or dispute through good faith negotiation and/or mediation prior to filing suit
against any other Party hereto.
The headings used in this Agreement are for reference purposes only, and do not
define, limit, construe, or describe the scope or extent of any section or in
any way affect this Agreement. If any language,
provision, section or clause of this Agreement is declared by a court of law to
be ineffective or unenforceable, the remaining portions of the Agreement not
affected by such declaration shall remain in effect. The prevailing party in
any legal action arising out of this Agreement shall be entitled to its reasonable
attorney’s fees together with costs of suit and related expenses incurred