Media Resource Center Terms & Conditions

This Content and Trademark License Agreement (“Agreement”) is between Autobell Car Wash, Inc., a corporation organized and existing under the laws of the state of North Carolina, having an office at 1521 E. Third St. Charlotte, NC 28204, (hereinafter “Autobell”) and the authorized user (referred to collectively as “Licensee”, “you”, or “your”) that has downloaded the electronic files containing the Autobell Content and/or Autobell Marks.

By clicking the “I Agree” button or by downloading the electronic files containing the Autobell Content or Autobell Marks, you agree that you have read, understand, and agree to be legally bound and to abide by this Agreement and any policies, guidelines or rules, including but not limited to the Autobell Brand Guide's Approval Process (“Guidelines”), which are incorporated herein by reference and can be found in the Autobell Media Resource Center.

CONDITIONS AND TERMS:

1. As used in this Agreement, the following terms shall have the following respective meanings:

a. “Autobell Marks” means the marks and identifying indicia of contained in the electronic file(s) that you have downloaded, including, without limitation, the trademarks, service marks, collective membership marks, certification marks, trade dress, abbreviations, slogans, designs, colors, logo graphics, seals and other symbols associated with or referring to those marks.

b. “Territory” means the United States.

c. “Autobell Content" means any materials that you have downloaded, including but not limited to advertising content, videos, b-roll footage, text, brochures, flyers, web banners, images, designs, marketing campaign themes and concepts, and correspondence.

2. Subject to the terms of this Agreement, Licensee is hereby granted a non-exclusive, non-transferable, revocable license to reproduce, use, display, perform and distribute in the Territory the Autobell Marks and Autobell Content solely in connection with the news pieces concerning Autobell or partnerships, affiliations and sponsorships approved by Autobell (“Approved Uses”). You have no right to utilize the Autobell Marks or Autobell Content for any other purpose without Autobell’s prior written consent.

3. Licensee agrees to reproduce and use the Autobell Marks in a manner (a) which complies with Autobell’s trademark and logo style Guidelines, which may be revised from time to time, and (b) which is consistent with Autobell’s high quality services and goods. Licensee further agrees:

a. Not to place or cause to be placed in any materials developed, displayed, performed or distributed hereunder, any content, information, applications, or elements that would, in the opinion of Autobell, in any way, directly or indirectly, diminish, harm, or devalue the Autobell Marks.

b. Not to alter or modify any Autobell Marks, in whole or in part, including altering the color, design, taglines, format and font of such marks, without written authorization from Autobell.

c. To, wherever appropriate, use a proper symbol to identify the Autobell Marks as a trademark (i.e., the ® symbol if the trademark is registered in the United States Patent and Trademark Office or the ™ symbol if not so registered shall, at a minimum, be placed adjacent to the first prominent use of each of the Autobell Marks).

d. To include any necessary statements required by Autobell.

4. Upon request by Autobell, Licensee agrees to furnish to Autobell for its approval a sample copy of such Approved Uses. Autobell’s approvals of such materials shall not be unreasonably withheld by Autobell, and once such approvals have been obtained, further approval need not be obtained for future or repeat use of identical marketing materials. Autobell must approve any revisions, alterations or edits. Autobell shall have the right to require Licensee to make changes to such materials for the purpose of eliminating inaccuracies, to ensure compliance with the requirements of this Agreement, or to protect the reputation of the Autobell Marks. Autobell shall not be deemed to endorse the accuracy of or assume any legal responsibility for the contents of such materials. Under no circumstances shall Autobell have any liability for the costs of re-printing or revising marketing materials developed or used by Licensee hereunder.

5. Licensee acknowledges that Autobell has established goodwill associated with the Autobell Marks. Licensee agrees that it shall take no action inconsistent with such ownership of the Autobell Marks by Autobell, and that all uses of the Autobell Marks by Licensee shall inure to the benefit of Autobell.

6. This Agreement and each of its provisions shall be binding upon any assignees of Licensee. However, this Agreement may not be sublicensed or assigned by Licensee without the express written consent of the Autobell.

7. This Agreement may be terminated at any time by either party, with or without cause, by giving notice in writing to the other party. Licensee's authorization hereunder shall expire upon the effective date of any such termination, and it shall immediately cease all use, reproduction, performance, display and distribution of the Autobell Marks or Autobell Content. Unless otherwise agreed to in writing by the Autobell, upon termination, Licensee shall immediately destroy or return all native files, all label materials, artwork, advertisements, and other items bearing the Autobell Marks or Autobell Content.

8. LICENSEE UNDERSTANDS AND AGREES THAT AUTOBELL DOES NOT WARRANT LICENSEE’S RIGHT TO USE THE AUTOBELL MARKS AND AUTOBELL CONTENT ANYWHERE AND THAT AUTOBELL HAS NO OBLIGATION TO DEFEND OR INDEMNIFY LICENSEE FOR ANY CLAIMS OR LAWSUITS OF COPYRIGHT OR TRADEMARK INFRINGMENT. AUTOBELL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

9. Licensee agrees to indemnify, defend and hold harmless Autobell, its subsidiaries and affiliates and each of their respective employees, agents, officers and directors from and against any liability on account of any claims, damages, lawsuits, litigation, expenses, attorneys’ fees, and compensation for property damage or injuries to third parties, based upon or arising out of this Agreement, use of the Autobell Marks or Autobell Content of the Licensee’s goods or services. This indemnification shall survive the termination of this Agreement.

10. This Agreement shall not be changed, altered, modified or amended in any respect without a writing to that effect signed by both parties hereto. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof, and supersedes any prior negotiations, understandings or agreements. No amendment, modification or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof and duly approved and executed by each of the parties hereto.

11. Licensee may not assign, transfer, sublicense, or delegate any rights or duties to or with any other person, except as expressly provided herein without the express written consent of Autobell.

12. None of the provisions of this Agreement are intended to create nor shall they be deemed or construed by the parties to create any partnership or joint venture relationship or other relationship between the parties hereto, except that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement.

13. Failure of Autobell to enforce one or more of the provisions of this Agreement or to exercise any rights hereunder or to require at any time performance of any of the obligations hereof, shall not be construed to be a waiver of such provisions by Autobell nor in any way to affect the validity of this Agreement or Autobell's right thereafter to enforce each and every provision of this Agreement.

14. This Agreement and all matters arising directly and indirectly here from and the conduct of the parties in the performance hereunder shall be governed by, and construed in accordance with, the laws of the State of North Carolina. Any actions, suits, or proceedings to construe or enforce the terms of, or arising out of, this Agreement will be brought solely and exclusively in state or federal court located in Mecklenburg County, North Carolina, and Autobell and Licensee submit to the personal jurisdiction and venue of such courts.

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