The following sets out the terms and conditions for the use of Trademarks and Image Rights of Viega LLC, (hereafter referred to as Viega), and User.

RECITALS AND DEFINITIONS

A. Viega GmbH & Co. KG owns or is the holder of rights of various Trademarks and Image rights, as defined below, used in connection with its marketing and sale of products.

B. Trademarks as used in these terms and conditions includes registered and common law trademarks either owned by or licensed to Viega.

C. Image Rights as used in these terms and conditions includes materials produced by or on behalf of Viega for the promotion, sale, and marketing of its products, whether copyrighted or not, which include, among other things, logos, photographs, texts, graphs, technical information, and all other
illustrations of its products contained in catalogs, brochures, on web pages or other forms of advertising, marketing, or e-commence materials.

D. User, as a purchaser of Viega products, is in a business relationship with Viega and desires to use the Trademarks and Image Rights to promote its sale of Viega products through use in printed material, signage, website, or other acceptable means.

Therefore, Viega and User agree that Viega shall permit the use of Trademarks and Image Rights under the following terms and conditions of use and User accepts and agrees to such terms and conditions (hereinafter referred to as Agreement).

TERMS AND CONDITIONS OF USE

Ownership

1. User acknowledges that Viega or its affiliates are the exclusive owner of the Trademarks and Image Rights covered by this Agreement and under which Viega grants the right to use under paragraph 3 of this Agreement. Any goodwill or other rights derived from the use by User of the Trademarks shall inure to the benefit of and hereby be assigned to Viega. User further agrees that it has no claim to any right, title and interest in the Trademarks and Image Rights other than the license granted under this Agreement.

2. User agrees that it shall never challenge the validity or exclusive ownership of Viega or its affiliates, or jeopardize any registration of, the Trademarks and Image Rights covered under this Agreement and upon which Viega grants the right to use pursuant to paragraph 3 of this Agreement.

3. User shall not apply for, directly or indirectly, any trademark or service confusingly similar to the Trademarks or Image Rights.

Permission to Use

4. Subject to this Agreement, Viega grants User a non-exclusive, royalty free license to use Trademarks and Image Rights exclusively for the purpose of promoting the sale of Viega products, subject to any limitations the business relationship with Viega may otherwise provide for, and User accepts such license.

This Agreement is not assignable, nor can it be sublicensed by User without the prior written consent of Viega.

Obligations of User

5. User shall use the Trademarks and Image Rights only in the form authorized by Viega and only in connection with products sold or applications approved by Viega in writing. Viega reserves the right to promulgate from time to time guidelines and rules regulating the use of Trademarks and Image Rights by User.

6. User shall not modify the Trademarks or Image Rights nor use the Trademarks or Image Rights as a component of User’s trade names or corporate logos nor represent that the use of the Trademarks or Image Rights creates any partnership or joint venture between Viega and User.

7. User shall not use the Trademarks and Image Rights in a manner likely to (a) cause confusion with other trademarks or products or that do not originate from Viega, (b) dilute or tarnish the Trademarks and Image Rights, or (c) cause damage to the reputation, good will or commercial image of Viega or its products. User shall comply strictly with the directions of Viega regarding the form and manner of the use of the Trademarks and Image Rights.

8. User shall not use the Trademarks and Image Rights in a manner in which the sale of competitive products is directly or indirectly promoted.

9. User shall acknowledge in materials using the Trademarks and Image Rights that the Trademarks and Image Rights are being used under license from Viega.

10. User is responsible for updating materials used under this Agreement and to insure that materials used by User are current.

11. Upon request, User shall provide Viega with samples of materials and the URL’s of websites on which User displays the Trademarks and Image Rights. Viega may disapprove of such material or websites by giving written notice within 30 days of receipt. User shall not use any material or websites which have been disapproved by Viega.

Liability and Warranty

12. User shall indemnify and hold Viega harmless from any claims of a third party arising in connection with the unauthorized use of the Trademarks and Image Rights by User or for making changes to convey information different than that contained in materials from Viega.

13. User shall notify Viega within five (5) business days of any claims for infringement made against User as to any Trademarks or Image Rights licensed under this Agreement and the parties shall confer as to the appropriate response.

Contract Term and Termination

14. Viega shall be entitled to terminate the license contained in this Agreement immediately by giving notice if:

(a) User buys products from Viega in quantities that are not considered satisfactory by Viega in its sole discretion to justify joint branding promotion.

(b) The user materially breaches this Agreement, including, without limitation, the obligations of User set forth in paragraphs 5 through 11 above.

15. Each party may terminate this Agreement for any reason upon providing thirty (30) days written notice to the other party. Upon the effective date of termination, User shall cease using the Trademarks and Image Rights. The parties shall have the option to agree to additional time not to exceed six months to deplete printed material inventory.

General Provisions

16. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association before a single arbitrator in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration is to be conducted in the State of Colorado, or another location agreed upon by the parties. The arbitrator will apply the law of the state of Colorado without regard to its choice of law principles. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party.

17. If any portion of this Agreement is declared invalid by order, decree, or judgment of a court of competent jurisdiction or an arbitrator appointed in accordance with Section 16 above, this Agreement shall be construed as if such portion had not been inserted herein except when such construction would constitute a substantial deviation from the general intent and purposes of the Parties as reflected in this Agreement.

18. This Agreement is the entire agreement between the parties, superseding all prior agreements or undertakings, oral or written, relating the subject matter of this Agreement. Any change, modification, or amendment of this Agreement shall be in writing and signed by both parties.

19. Any notices under this Agreement shall be directed as follows:
Viega: Director of Marketing at the address listed in the introductory paragraph
User: Person designated by User and address under the User section in the Agreement

20. The person authorizing this Agreement represents that he or she has appropriate authority to approve the Agreement on behalf of User. The effective date of the Agreement shall be the date of approve of the Agreement.