License Terms for use of marketing material

 

 

This Agreement contains the terms and conditions by which MAGIX Software GmbH, Quedlinburger Str. 1, 10589 Berlin, Germany, (“MAGIX”) is willing to grant you (“Partner”) a license to use MAGIX’ marketing material provided on this website.

 

1. Definitions

 

a. The “Marketing Materials” are the MAGIX images, videos, logos and other content, which can be downloaded on www.magix-sales.com and which are part of this Agreement.

b. “Partner” is every distributor, reseller or other professional entity that has a direct agreement with MAGIX.

 

2. License Terms

 

a. We grant Partners as a non-transferable, non-exclusive license to use the Marketing Material in Partner’s company advertising and websites solely in connection with the marketing and distribution of MAGIX branded products and services. Any use on platforms such as “ebay” is strictly prohibited.

b. The license granted by this Agreement shall start on the date when Partner downloads a file and continue until terminated as provided below.

c. Partner may only use the Marketing Materials in accordance with the standards as provided by MAGIX. Partner acknowledges and agrees that it is his responsibility to remain informed about, and to immediately comply with, any changes MAGIX may make in the agreement for use of Marketing Material that affect Partner’s use of the Marketing Material.

d. Partner may not assign or otherwise transfer any of the rights or obligations under this Agreement without the prior written consent of MAGIX. Any prohibited assignment shall be invalid.

e. The license granted by this Agreement is non-sublicensable. Nothing in this Agreement grants Partner, or authorizes Partner to grant to any other person, firm or corporation, any right to use the Marketing Material in any way or by any means or manner.

f. As between MAGIX and Partner, Partner acknowledges MAGIX’ exclusive right, title, and interest in and to the trademark rights of MAGIX and the Marketing Material. Partner agrees that he shall not acquire any right of any kind in the Marketing Material as a result of Partner’s use of it, and Partner agrees that all such uses shall inure to the benefit of MAGIX.

g. Partner agrees that Partner shall not, directly or indirectly, during the term of this Agreement or thereafter: (i) use the Marketing Material in any manner likely to diminish its commercial value; (ii) use any name, logo or icon likely to cause confusion with the Marketing Material; (iii) make any representation to the effect that the Marketing Material is owned by Partner; (iv) challenge either the validity or MAGIX’ ownership of any trademark rights which incorporate the Marketing Material; or (v) use, register or try to register any a) trademark, domain name or any other words or phrases, or b) name of a company or organization or c) the Marketing Material, which are or may be considered as similar to the trademarks, the Marketing Material or the MAGIX name, or attempt to do anything of the aforesaid.

h. As between MAGIX and Partner, Partner acknowledges MAGIX’ exclusive right, title and interest in and to the copyright in the Marketing Material, and Partner agrees that he will not contest or assist another in contesting that copyright or MAGIX’ ownership of it.

i. All materials, if any, provided by MAGIX to Partner under this Agreement and all proprietary rights in and to all such materials shall remain the sole and exclusive property of MAGIX, subject only to the non-exclusive rights granted under this Agreement.

 

3. Right of approval

 

a. Upon request, Partner shall provide MAGIX, without charge, samples of materials that feature the Marketing Material or the MAGIX name. MAGIX shall have the right of approval over such items by giving written notice to Partner in its sole discretion.

b. If MAGIX, in its sole discretion, determines that any materials used or distributed under this Agreement are unsatisfactory to MAGIX, either based on the quality of the materials themselves or the depiction of the Marketing Material, then MAGIX shall notify Partner in writing (e-mail is sufficient). Upon receipt of such notification, Partner shall implement such changes.

 

4. Termination

 

MAGIX may, in its sole discretion, terminate this Agreement or modify your license to use the Marketing Material by updating the terms and conditions on www.magix-sales.com or by notifying Partner by email. Upon termination of this Agreement, Partner shall immediately cease any and all use of the Marketing Material.

 

5. Disclaimer and Warranties

 

MAGIX DISCLAIMS ANY AND ALL WARRANTIES THAT MAY BE EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE MARKETING MATERIAL OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AGAINST INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND AGAINST ALL CLAIMS AND LIABILITIES ARISING OUT OF THE USE OF THE MARKETING MATERIAL.

Partner hereby represent and warrants to MAGIX that Partner (a) has the right, power and authority to enter into this Agreement and to perform the obligations as set forth herein; (b) are under no obligation or restriction that does or would interfere or conflict with the obligations under this Agreement, nor will Partner assume any such obligations or restrictions during the term hereof; and (c) the information provided by Partner in connection with this Agreement is true, correct and complete.

 

6. Limitation of Liability

 

IN NO EVENT SHALL MAGIX BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, OR WHETHER CLAIMS ARE BASED OR REMEDIES ARE SOUGHT IN CONTRACT OR TORT OR OTHERWISE.

 

7. Indemnity

 

Partner shall indemnify, defend and hold harmless MAGIX, its affiliates, and their respective officers, directors, members, employees and agents from and against any claims, actions, suits or proceedings, as well as any and all claims and resulting losses, costs, liabilities, and expenses (including reasonable attorney’s fees), arising as a result of or in connection with (a) any misrepresentation or breach of Partner’s representations and warranties set forth in this Agreement; and (b) any non-compliance by Partner with any agreements or undertakings contained in or made pursuant to this Agreement.

 

8. Governing law and disputes

 

These terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of Germany. Disputes relating to the rights and/or obligations stated in this agreement shall be determined by Berlin district court in Germany or optionally, if MAGIX in its own discretion chooses so, by arbitration. The seat of arbitration shall be Berlin. The language to be used in the arbitral proceedings shall be English.