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Legal
Agreement______________________________________ Truvativ
International Co., Ltd., Race Face Inc., and Chris King (hereinafter
collectively referred to as the “Companies”) developed the technological
knowledge with respect to the It
is not the intention of the Companies to patent the If
you as the user of this web site wish to down load and use the technology
contained within this web site you must agree to comply with the terms and
conditions of the following Agreement without
amendment. The terms in this Agreement supersede any policies described
in any other literature published by the Companies or any one of them. Before you click
on the “Accept” button at the end of the document carefully read the terms
and conditions of this Agreement. By clicking on the “Accept” button, you are
consenting to be bound by and are becoming a party to the General Terms of
Use Agreement. If you do not agree to all the terms of the Agreement, click
the “Do Not Accept” button and DO NOT DOWNLOAD OR USE THE TECHNOLOGY. GENERAL
TERMS OF USE AGREEMENT_____________________ DEFINITIONS In
this document the term “technology” includes all technical information,
procedures, methods, practices, techniques, information, bills of parts,
diagrams, drawings, specifications, blue prints, lists of materials,
production manuals and data relating to the design, manufacture, production,
inspection and testing of the ISIS Drive. TERMS By
accessing this web site and downloading the technology herein, you are
agreeing to be bound by the General Terms of Use Agreement (hereinafter
referred to as “the Agreement”), all applicable laws and regulations, and
agree that you are responsible for compliance with any applicable local laws
and shall procure all approvals, licenses, permissions and permits necessary
to the performance of your business and conduct your business in a manner so
as to not bring discredit upon the reputation of the ISIS Drive or the
Companies. If you do not agree with any of these terms do not use this site
or download the technology. Any claim relating to USE LICENSE IN
CONSIDERATION of the mutual promises and covenants contained in the Agreement
and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, permission is granted by the Companies to you
to: (i)
download the technology on ISIS Drive’s web site for the purpose of
manufacturing, distributing, using and selling the ISIS Drive; and (ii)
use the trade mark “ This
is the grant of a license and not the transfer of title and under this
license you must: (i)
manufacture, distribute, use and sell the ISIS Drive within the specifications
set out in the Standard Document and not modify the technology in particular,
you will manufacture the ISIS Drive with the highest standards having regard
to the nature of the ISIS Drive and the use to which it will be put. You will
maintain the standards of design, materials, quality control, production and
safety testing and inspection as specified in the Standard document; (ii)
use the trade mark “ (iii)
agree to disclose to the Companies any and all technical data and information
relating to any and all developments or improvements of the USE OF THE
TRADEMARK You
agree that your right to use the trade mark “ISIS Drive” shall be conditional
upon you: (i)
manufacturing, distributing and selling the ISIS Drive in accordance with the
specification within the Standard Document; (ii)
withdrawing from the course of manufacture or from the market any ISIS Drive
Trademarked products that fail to comply with the specification within the
Standard Document; (iii)
at all times using your best endeavors to preserve the validity and value of
the Trademark; (iv)
signing any documentation required for the registration of the Trade mark in
any jurisdiction where the ISIS Drive is manufactured, distributed used or
sold; and (v)
notifying the Companies of all infringements of the Trade mark, or of passing
off, or of applications to register trade marks which could conflict with the
“ISIS Drive” trade mark which come to your knowledge and thereafter assisting
with all reasonable and necessary action to prevent such infringements,
passing off and applications to register such trade marks. TERMINATION This
License will automatically terminate if you violate in any material respect
your obligations under this Agreement or you commit a material breach of any
of the terms, conditions or restrictions contained within this Agreement. DISCLAIMER The
technology on ISIS Drive’s web site is provided as “as is”. The Companies
make no warranties or guarantees, express or implied, in relation to the
technology and/or the ISIS Drive and the Companies disclaim and negate all
other warranties, including without limitation, implied warranties or
conditions of merchantability, fitness for a particular purpose, or non -
infringement of intellectual property or other violation of rights. The Companies
do not warrant or make any representations concerning the accuracy, likely
results, or reliability of the use of the technology. The Companies shall not
be liable to you by reason of any representation or the breach of any implied
condition, warranty or other term or any duty at common law or under any
express term of this Agreement for any loss, damages, costs, expenses or
other claim for compensation whatsoever, whether occasioned by your
negligence or the negligence of your servants or agents or otherwise, which
arises out of or in connection with this Agreement, or which in any way
relates to the technology or the manufacture, use, distribution or sale of
the ISIS Drive to the extent that the claim is for loss of profits,
contracts, goodwill, anticipated savings or for wasted expenditure, or for
any direct, indirect, special, incidental or consequential damages loss or
damages. Further, the Companies shall have no obligation to defend you or to
pay costs, damages or legal fees for any claim based on any modifications
made to the ISIS Drive by you. YOUR
INDEMNITY TO THE COMPANIES The
Companies make no warranty or guarantee with respect to the Technology or the
ISIS Drive and you are strictly prohibited from representing that such a
warranty exists. The Companies strictly disclaim any liability arising out of
errors or omissions in the Technology or in information provided to you on
this web site or otherwise. You hereby agree to further indemnify and save
the Companies harmless from all loss, costs, damages or expenses which the
Companies may suffer or pay as a result of any claims or suits concerning the
use by you of the technology or any defect in or otherwise in connection with
the manufacture, use, distribution, sale or any other dealing in the ISIS
Drive and/or breach of the terms of use of the trademark, and at the request
of the Companies you agree to assume the defense of any demand, claim,
action, suit or proceeding brought against the Companies for any reason
thereof and pay any and all damages assessed against or that are payable by
the Companies as the result of the disposition of any such demand, claim,
action, suit or proceeding. Without limiting the generality of the foregoing,
you agree to indemnify and save the Companies, their directors, officers,
employees and agents and their respective heirs, executors, administrators,
successors, and assigns and each of them harmless of and from any and all
manner of action, causes, duties, demands, damages or expenses whatsoever
directly or indirectly suffered by them in connection with otherwise related
to the use of the technology or manufacture, distribution, and sale of the
ISIS Drive by you. REVISIONS
AND ERRATA The
technology appearing on ISIS Drive’s web site could include technical,
typographical, or photographical errors. The Companies do not warrant that
the technology provided on the web site is accurate, complete or current. The
Companies may make changes to the materials and/or technology contained on
the web site at any time without notice. The Companies do not however, make
any commitment to update the materials and/or technology. SITE TERMS
OF USE MODIFICATION The
Companies may revise these terms of use for this web site including this
Agreement at any time without notice. By using this web site you are agreeing
to be bound by the then current version of the General Terms of Use
Agreement. PARTIES
STATUS The
relationship created by this Agreement does not constitute the granting of a
franchise nor are you to be considered an agent, partner, joint adventurer or
representative of the Companies. INTERPRETATION
NOT AFFECTED BY HEADINGS The
division of this Agreement into paragraphs and the insertion of headings are
for convenience of reference only and shall not affect the construction or
interpretation of this Agreement. SEVERABILITY The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or unenforceability of any other provision. ENTIRE
AGREEMENT This
Agreement constitutes the entire Agreement of all the parties with respect to
the subject matter hereof and, except as stated in this Agreement and in the
instruments and documents to be executed and delivered pursuant to this
Agreement, contains all the representations, undertakings and agreements of
all parties respecting the subject matter hereof. SUCCESSORS
AND ASSIGNS This
Agreement shall be binding on and enure to the benefit of the successors and assigns
of the Companies and you and all corporations and persons succeeding to or
acquiring the business now carried on by you or the Companies. HAVING
READ AND UNDERSTOOD THE ABOVE NOTED TERMS AND CONDITIONS AND HAVING AUTHORITY
TO ENTER THIS AGREEMENT: I ACCEPT THE TERMS AND CONDITIONS AND BECOME A PARTY TO
THIS AGREEMENT I DO NOT ACCEPT THE TERMS AND
CONDITIONS AND DO NOT BECOME A PARTY TO THIS AGREEMENT |
