Logo Licence - General Terms of Use

Preamble

The LICENSEE intends to use the logo, the trademark, video files, product images and/or text data (hereinafter referred to as DATA) of ROTHENBERGER Werkzeuge GmbH (hereinafter referred to as ROTHENBERGER) for advertising, marketing and presentation purposes. By means of the following General Terms of Use (hereinafter referred to as GTC) in their respective version, the LICENSEE is granted the possibility to use the DATA, or the registered trademark, which is summarised in §1, for a limited period of time in accordance with the limited grant of use pursuant to § 2 of these GTC. For this purpose, ROTHENBERGER shall make the DATA available to the licence user in accordance with the conditions stipulated in these GTC. Data transfers from ROTHENBERGER to the LICENSEE shall be made exclusively on the basis of these GTC. These TERMS and CONDITIONS shall also apply in their respective version for all future transmissions of the DATA to the LICENSEE.

§ 1 Subject matter of the contract

(1) ROTHENBERGER hereby grants the LICENSEE the non-exclusive right, defined in more detail in § 2 below, to use the transmitted, defined and described DATA for a limited period of time, place and content, i.e. for 24 months from transmission, in the Federal Republic of Germany or for targeted advertising intended for the German market, within the limits described in § 3. If the LICENSEE wishes to use the software in other EU countries, an express prior written agreement with ROTHENBERGER is required.

(2) By granting the right of use described above, no other rights of the LICENSEE to the DATA made available arise.

(3) ROTHENBERGER shall provide the LICENSEE with logo and product images in electronic form as a JPG file, eps or tiff file. Should the LICENSEE require the logo/product images in other file formats, this is to be agreed separately with ROTHENBERGER.

§ 2 Intended use

(1) The transfer of the DATA takes place exclusively for the purpose described below:

a) permissible advertising for ROTHENBERGER and ROTHENBERGER products through integration of the DATA on the LICENSEE's website by the LICENSEE.

b) permissible advertising for ROTHENBERGER and ROTHENBERGER products through integration of the DATA in print media by the LICENSEE.

c) permissible advertising for the provision of services, e.g. in the area of consulting, production of advertising and sales materials, creation of websites, provision of other services for ROTHENBERGER.

(2) Should the LICENSEE seek other use of the logo or trademark, he must agree this in advance in writing with ROTHENBERGER.

(3) Prior to any publication of the use, the LICENSEE is obliged to submit the concrete design of the use/utilisation to ROTHENBERGER and to agree accordingly.

§ 3 Limits of use

(1) The use of the DATA in an anti-competitive or otherwise illegal form or manner is inadmissible, in particular if the use of the DATA is suitable to cause misleading or for anti-competitive or otherwise illegal purposes.

(2) The LICENSEE is not entitled to use the DATA or the trademark in a form which deviates from the specified, registered and provided form. In particular, the LICENSEE is not entitled to make graphic changes, to change the proportions of the individual DATA components in relation to each other, or to change the colour composition of the DATA.

(3) If, in individual cases, a multi-coloured representation is not possible for technical reasons or is not usual due to the medium used, the Licensee shall be obliged to make the representation in black and white.

(4) The use of the DATA for information about or advertising of products or services of ROTHENBERGER's competitors is also not permitted.

(5) A use for disparaging criticism, vituperation or for the purpose of amusement about ROTHENBERGER or products of ROTHENBERGER as well as for legal prosecution against ROTHENBERGER is not permitted.

(6) The production of reproductions or images of the DATA or objects provided for own archiving purposes as well as the electronic or digital storage of DATA for own archiving purposes is prohibited.

(7) Processing, in particular the alteration of images by copying, re-photographing, photocomposing or other alterations by photomechanical or digital means is not permitted. An exception to this is the reduction and enlargement of the images.

(8) The transfer of the DATA to third parties is prohibited. It may only be passed on to the printing company to be commissioned for the purpose of reproducing print products, printed materials, advertising materials or press products on condition that the printing company is obliged to treat the DATA or trademark provided confidentially.

(9) For the purposes of this contract, the use of ROTHENBERGER DATA by the LICENSEE in a form which deviates from the registered form described above shall not be deemed to be a permissible form of use within the meaning of this contract, even if the deviation does not change the distinctive character of the DATA or the trademark(s).

§ 4 Termination of contract, end of the right of use

(1) This permission of use or transfer of use is granted for a limited period of time and shall end:

(a) by expiry of the period of use in accordance with § 1(1), without any notice of termination being required,

b) termination of the customer status of the LICENSEE.

c) by ordinary termination which is possible with a notice period of 4 weeks,

d) by extraordinary termination in accordance with paragraph 2 of this §4.

(2) The use of the DATA can be extraordinarily terminated by ROTHENBERGER at any time if the LICENSEE violates one of his obligations assumed in these GTC. The extraordinary termination is thereby permissible and effective due to the special significance and importance of the brand name for ROTHENBERGER even without a prior reminder and setting of a deadline for the elimination of the breach of contract.

(3) The contracting parties are furthermore entitled to the right of extraordinary termination of the use of the licence for good cause at any time in corresponding application of § 626 BGB.

(4) The termination must be in text form to be effective.

(5) Upon termination of the licence agreement, for whatever reason, the LICENSEE's right to use the DATA/trademark(s) of ROTHENBERGER shall end.

§ 5 Abusive and non-contractual use

(1) In the event that the LICENSEE uses the DATA provided to him by ROTHENBERGER in violation of the limits listed in § 3, and the LICENSEE does not immediately react to the request by ROTHENBERGER to remove the unauthorised condition, or if the LICENSEE repeatedly uses the DATA in the same manner contrary to the contract, ROTHENBERGER is entitled to impose a penalty at its reasonable discretion in accordance with § 315 BGB (Hamburg custom). ROTHENBERGER is entitled to demand a contractual penalty to be determined at equitable discretion in accordance with § 315 BGB (Hamburg custom) for each case of infringement.

(2) The plea of continuation is excluded.

(3) Should ROTHENBERGER have incurred demonstrably higher damages as a result of the improper use, ROTHENBERGER is entitled to assert these, offsetting any contractual penalty.

§ 6 Obligation to return & delete

(1) The text form provided to the LICENSEE by ROTHENBERGER must be returned or deleted to ROTHENBERGER at any time and without delay upon request, after the purpose of use has been achieved or upon termination of the contract. The creation of rights of retention is excluded.

(2) The LICENSEE undertakes to immediately hand over to ROTHENBERGER a written confirmation of the complete deletion of the DATA provided or data produced by the LICENSEE. The LICENSEE shall be liable for the correctness of the information provided in this confirmation.

§ 7 Duty to disclose sources; Duty to document.

(1) When using pictures, ROTHENBERGER must be stated as the source.

(2) For each use of the DATA, a specimen copy, of publications on the internet a printed extract, is to be sent to ROTHENBERGER without delay.

§ 8 Liability

(1) ROTHENBERGER assumes no liability for the existence of the trademark. Furthermore, ROTHENBERGER is free at any time, even without prior notice, to remove products from the programme, even if their images are still available in the image database.

(2) ROTHENBERGER assumes no liability for the fact that if the LICENSEE complies with the obligations assumed in this contract, violations of legal or contractual obligations of the LICENSEE towards third parties as well as a claim against the LICENSEE by third parties due to such violations are excluded.

(3) ROTHENBERGER does not advise the LICENSEE on questions of the permissibility of advertising. The LICENSEE is responsible for the fairness of his advertising.

(4) The LICENSEE undertakes to indemnify ROTHENBERGER internally against all claims of third parties, which they assert - for whatever legal reason - due to the use of the DATA/trademark(s), or to compensate for these.

§ 9 Other provisions

(1) A transfer of this licence to any legal successors and affiliated companies of the LICENSEE as well as the granting of sub-licences are excluded.

(2) German law shall apply to these terms of use as well as to the use of the DATA or objects provided. The exclusive place of jurisdiction, provided that the licensee is a merchant, is Frankfurt am Main. The right to recourse to all other places of jurisdiction established by law is reserved.

(3) Deviating agreements must be in writing. The waiver of the written form requirement must also be in writing.

§ 10 Severability clause

Should individual provisions of these GTC be or become invalid or void, this shall not affect the remaining provisions. The parties undertake to replace the invalid provision with a provision that comes as close as possible to its economic objective.