Food Guru Designs, Marks and logo usage
Before granting permission to download, copy, reproduce, republish, upload, post, frame, hyperlink to, transmit, or distribute Madrid Food Guru SL 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 in this agreement as the “Food Guru Designs”) from the www.madridfood.guru , and/or any Food Guru web site (referred to as the “Site”) owned, operated, licensed or controlled by Madrid Food Guru SL, or before you begin to use and publish the Food Guru Designs, we need to establish what you can expect from Madrid Food Guru SL, 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 Madrid Food Guru SL 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 Food Guru 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
Madrid Food Guru SL authorizes You to use the Food Guru Designs as presented on the Site, and the associated goodwill, in connection with your promotion and distribution of the Food Guru Designs. You may not alter or sell any Food Guru Designs or grant any other person or entity any right to use the Food Guru Designs, unless otherwise agreed to by Madrid Food Guru SL. You agree that your use of all of the Food Guru Designs will conform to the quality standards set by and under the operational control of Madrid Food Guru SL. Madrid Food Guru SL discourages rebating and other forms of price discounting. By using any
Food Guru Designs, You agree not to advertise or promote the Madrid Food Guru SL products or services at less than recommended rates. If there is a violation, and You do not follow the guidelines specified in this agreement, Madrid Food Guru SL reserves the right to terminate this Agreement in the interest of protecting the integrity of the Madrid Food Guru SL brand.
From time to time, the Food Guru Designs posted by Madrid Food Guru SL on the Site may be updated by Madrid Food Guru SL without notice. You agree to use the most current version of the Food Guru Designs available on the Site. You agree to check the Food Guru Designs on the Site regularly for changes or discontinuance of any Food Guru Designs, but in no event less frequently than quarterly.
You acknowledge that, as between You and Madrid Food Guru SL, Madrid Food Guru SL owns all right, title and interest in and to the Food Guru Designs and their associated goodwill. You receive no property rights to the Food Guru 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 Food Guru Designs and Marks or that constitute translations thereof.
Warranty; Disclaimer of Warranty
The Food Guru Designs are provided on an “as is” basis. All warranties or conditions with respect to the Food Guru 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 Madrid Food Guru SL 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 Madrid Food Guru SL’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 Madrid Food Guru SL, if any, for the use of the Food Guru Designs.
Compliance with Law
You will take all reasonable steps to ensure that your use of the Food Guru Designs complies with all applicable laws and regulations where You promote and distribute the Madrid Food Guru SL products and services.
You agree to defend, indemnify and hold Madrid Food Guru SL 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 Food Guru Designs will terminate immediately and without notice if (i) you fail to cure any breach of this Agreement within thirty (30) days of Madrid Food Guru SL notice or (ii) you cease to be an authorized distributor of Madrid Food Guru SL products and services for any reason. Upon termination, You will (i) cease all use of the Food Guru Designs and (ii) destroy or return to Madrid Food Guru SL, at Madrid Food Guru SL’s option, any items bearing an Food Guru Designs. You further agree that (i) all goodwill associated with the Food Guru Designs has and will inure to the benefit of Madrid Food Guru SL 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 Madrid Food Guru SL states the entire agreement between us with respect to the Food Guru 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.