Intellectual Property Rights Agreement
Exclusive Travel Designs, Marks and logo usage
Before granting permission to download, copy, reproduce, republish, upload, post, frame, hyperlink to, transmit, or distribute OWN Experiences, S.L. (referred to in this Intellectual Property Rights Agreement as "OWN ") travel designs, exclusive journeys programs, data, text, pricing, photographs graphics, images, videos, illustrations, designs,
icons, related documentation and content, logos or trademarks (referred to collectively agreement as the "Exclusive Travel Designs") from the www.ownexperiences.com , and/or any OWN web site (referred to as the "Site") owned, operated, licensed or controlled by OWN, or before you begin to use and publish the Exclusive Travel Designs, we need to establish what you can expect from OWN, and what we expect from You (the "undersigned").
If You agree to these terms following your review of them, please complete the contact information at the end of this document, sign in the space provided, and return the original to OWN at the address or e-mail provided on the form. If You do not agree to these terms, You may not download or use any Exclusive Travel Design.
Usage Agreement Terms
You acknowledge by your access to the Site and acceptance of this Agreement that You are an authorized representative of your company and its products and services.
Use and Quality Standards
OWN authorizes You to use the Exclusive Travel Designs as presented on the Site, and the associated goodwill, in connection with your promotion and distribution of the Exclusive Travel Designs. You may not alter or sell any Exclusive Travel Designs or grant any other person or entity any right to use the Exclusive Travel Designs, unless otherwise agreed to by OWN. You agree that your use of all of the Exclusive Travel Designs will conform to the quality standards set by and under the operational control of OWN. OWN discourages rebating and other forms of price discounting. By using any
Exclusive Travel Designs, You agree not to advertise or promote the OWN products or services at less than recommended rates. If there is a violation, and You do not follow the guidelines specified in this agreement, OWN reserves the right to terminate this Agreement in the interest of protecting the integrity of the OWN brand.
From time to time, the Exclusive Travel Designs posted by OWN on the Site may be updated by OWN without notice. You agree to use the most current version of the Exclusive Travel Designs available on the Site. You agree to check the Exclusive Travel Designs on the Site regularly for changes or discontinuance of any Exclusive Travel Designs, but in no event less frequently than quarterly.
You acknowledge that, as between You and OWN, OWN owns all right, title and interest in and to the Exclusive Travel Designs and their associated goodwill. You receive no property rights to the Exclusive Travel Designs, express or implied, except the limited use rights of this Agreement. You will not register, directly or indirectly, any trademark, service mark, trade name, company name, Internet domain name or other proprietary or commercial right that is identical or confusingly similar to the Exclusive Travel Designs and Marks or that constitute translations thereof.
Warranty; Disclaimer of Warranty
The Exclusive Travel Designs are provided on an "as is" basis. All warranties or conditions with respect to the Exclusive Travel Designs, including, but not limited to, any implied warranties of merchantability, fitness for particular purpose, satisfactory quality, are hereby overridden, excluded and disclaimed. Under no circumstances will OWN be liable for any consequential, indirect, special or incidental damages or losses, whether foreseeable or unforeseeable, based on your claims or those of your dealers or customers (including claims for loss of goodwill, profit, use of money, stoppage of
work or other impairment of assets), arising out of breach or failure of warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise, even if advised of the possibility of such damages. In no event shall OWN's total liability for all damages, losses and causes of action, whether in contract, tort (including, but not limited to, negligence) or otherwise exceed the amount paid by you to OWN, if any, for the use of the Exclusive travel Designs.
Compliance with Law
You will take all reasonable steps to ensure that your use of the Exclusive Travel Designs complies with all applicable laws and regulations where You promote and distribute the OWN products and services.
You agree to defend, indemnify and hold OWN and its affiliates, agents, employees, officers, shareholders and directors (referred to in this Marks & Logo Usage agreement as "Indemnified Parties") harmless from and against any liability, loss, damage, demand, claim, cost, judgment, award, interest, penalty and expense resulting from, based upon, arising out of or relating to any claims, suits, actions, charges or proceedings brought against the Indemnified Parties arising from any third-party claim that your use of the Marks infringes or violates the intellectual property rights
or other proprietary rights of a third-party.
Your rights to use the Exclusive Travel Designs will terminate immediately and without notice if (i) you fail to cure any breach of this Agreement within thirty (30) days of OWN notice or (ii) you cease to be an authorized distributor of OWN products and services for any reason. Upon termination, You will (i) cease all use of the Exclusive Travel Designs and (ii) destroy or return to OWN, at OWN’s option, any items bearing an Exclusive Travel Designs. You further agree that (i) all goodwill associated with the Exclusive Travel Design has and will inure to the benefit of OWN and (ii) You will
not be entitled to any compensation or other payment upon termination of this Agreement for any reason.
This Agreement, and the distribution agreement that You may have with OWN states the entire agreement between us with respect to the Exclusive Travel Designs and overrides all prior statements, terms and representations. In the event of any conflict between Your distribution agreement and this Agreement, this Agreement will prevail. If any provision of this Agreement is declared unenforceable, it will be severed, and the remainder of the Agreement will continue in full force and effect. The laws of the State of Spain, and the Tribunals of Barcelona, excluding its conflict of laws, govern this Agreement and may be modified or supplemented only in writing signed by both parties.