Terms of Use - Access Permission within ConvaTec Digital Toolkit: Your use of our site constitutes acceptance of these Terms of Use and your agreement to be bound by them.
ConvaTec Inc. hereby grants "Licensee" a non-exclusive, non-transferable, royalty-free license to display, distribute or publish in whole or in part the Licensed Materials found within the "ConvaTec Digital Toolkit" for the purpose of marketing to Licensee customers and educating Licensee employees, subject to the following:
As between the parties, ConvaTec and its affiliates ("ConvaTec") owns and retains all right, title and interest in and to the Licensed Materials (and all intellectual property rights therein, including, without limitation, any copyright, patent, trademark, and trade secret, embodied therein.)
Licensee acknowledges that the Licensed Materials are subject to the copyrights, trademarks and other proprietary rights of ConvaTec.Licensee shall not remove, obliterate or alter any copyright notice or other proprietary notice that appears on any copy of the Licensed Materials or any component thereof.
The license granted in this agreement is not transferable by Licensee to any other person or entity.Except for the limited license expressly set forth above, Licensee may not (a) modify the substance within the Licensed Materials or (b) otherwise exploit the Licensed Materials.Use of the Licensed Materials by Licensee does not create, grant or convey any ownership or other rights to the Licensed Materials in whole or in part to or by the Licensee other than those rights expressly granted herein.
Notwithstanding the aforementioned terms, Licensee may make minor changes to the Licensed Materials (such as resizing or repositioning) for the purpose of formatting the Licensed Materials for display in the Channel.
Licensee will provide ConvaTec a final draft of all proposed materials in the format intended to be used by Licensee. ConvaTec must provide written approval upon receiving the proposed final draft materials from Licensee prior to Licensee publishing or distributing the Licensed Materials. Licensee will credit the Licensed Materials by acknowledging ConvaTec as the source of the Licensed Materials.
IN NO EVENT SHALL CONVATEC BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DIRECT, ACTUAL, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE LICENSED MATERIALS, EVEN IF CONVATEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES IS/ARE FORESEEABLE.LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS CONVATEC FOR ANY LIABILITIES ATTRIBUTED TO OR AGREED UPON BY LICENSEE RELATING TO THE USE OF THE LICENSED MATERIALS.
ConvaTec may terminate the license granted to access the "ConvaTec Digital Toolkit" at any time without notice. Upon written notice to Licensee regarding such termination, Licensee shall promptly (and in no event more than 10 days from notice) cease all use of the Licensed Materials, including but not limited to, removing all Licensed Materials from the Licensee website and immediately refraining from circulating copies to the Licensee customers or employees that include the Licensed Materials. Notwithstanding the foregoing, if in ConvaTec's opinion Licensee has breached any part or all of this agreement, and upon receipt of written notice from ConvaTec (email notice shall be sufficient), Licensee shall immediately cease all use of the Licensed Materials.
This agreement shall be governed by the substantive laws of the State of New Jersey, without reference to its choice of law rules. All disputes shall be exclusively resolved in a court of competent jurisdiction in the State of New Jersey. Each party expressly consents to the jurisdiction of the state or federal courts in the State of New Jersey and waives any objections or right as to forum non conveniens, lack of personal jurisdiction or similar grounds. This agreement sets forth the entire understanding of the parties and supersedes any prior or contemporaneous agreement or communications, oral or written, between the parties.This agreement can only be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of Licensee and ConvaTec.