Terms and Conditions
License Agreement
This License Agreement (“Agreement”) outlines the mutual understanding between you, as licensee, including any corporation or other
organization you represent (collectively, “Licensee”) and Olympus America Inc. (“Olympus”) with respect to
Licensee’s use of those image(s), video(s) or other content as set forth on Licensee’s online Image and Video Request form (“Media
Request”) or otherwise licensed to Licensee by Olympus, and any associated trademarks appearing therein
(collectively, “Licensed Rights”), in connection with Licensee’s publication, distribution or transmission of the Licensed
Rights for the use(s) and in the manner(s) and forum(s) set forth on Licensee’s Media Request (collectively, “Publication”).
The Licensed Rights may include those trademarks licensed to Olympus by Olympus Corporation, a Japanese public corporation
(“Olympus Corporation”).
1. License
Olympus hereby grants Licensee a nonexclusive, nontransferable, nonassignable license to copy and display the Licensed Rights in the Publication (and solely in the Publication) and for no other purpose. Notwithstanding anything in this Agreement to the contrary, Olympus and/or Olympus Corporation may grant licenses in and to the Licensed Rights to other entities in any part of the world.
Licensee agrees to use the Licensed Rights only in the form and manner received from Olympus without any modifications or alterations and to include the appropriate attribution notice on the Licensed Rights reflecting the ownership of the Licensed Rights as directed by Olympus. This notice should be in a form such as “Image Courtesy of Olympus America Inc.” Licensee agrees that it will not alter, modify, dilute or otherwise misuse the Licensed Rights, except as expressly approved by Olympus.
Olympus and Licensee each acknowledge that each of the Licensed Rights has acquired a valuable secondary meaning and goodwill with the public, and that products bearing the Licensed Rights have acquired a reputation of highest quality and performance. Accordingly, Licensee undertakes and agrees not to use the Licensed Rights in any manner whatsoever which, directly or indirectly, would derogate or detract from their value and repute. Olympus and Licensee each acknowledge that the undertaking on its part set forth in this paragraph represents a major inducement and consideration for Olympus to grant the permission herein.
Licensee acknowledges the exclusive right, title and interest of Olympus and its licensors in and to the Licensed Rights. Further, Licensee agrees that nothing contained in this Agreement shall be construed as conveying to Licensee any right, title or interest in or to any of the Licensed Rights other than an express right to a permissive use thereof as expressly stated herein.
2. Termination
Olympus may terminate this Agreement, and/or any and all licenses and rights granted hereunder, with or without cause, by giving Licensee notice in writing at least thirty (30) days in advance of the effective date of termination. Olympus may immediately terminate this Agreement, and/or any and all licenses and rights granted hereunder, if Licensee is in breach of any provision hereof. Olympus will not be required to indemnify or pay any amount to Licensee as a result of the termination of this Agreement or any and all licenses and rights granted hereunder.
In the event Licensee breaches or threatens to breach any of the covenants expressed herein, the damages to Olympus will be great and irreparable and difficult to ascertain; therefore, Olympus shall be entitled to seek and obtain injunctive or other equitable relief to restrain such breach or threat of breach, without disentitling Olympus from any other relief in either law or equity.
3. No Warranty; Limitation of Liability
OLYMPUS AND OLYMPUS CORPORATION MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED RIGHTS WILL NOT INFRINGE ANY COPYRIGHT, TRADEMARK, OR OTHER RIGHTS. IN NO EVENT SHALL OLYMPUS OR OLYMPUS CORPORATION BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE PUBLICATION OR THE USE OF THE LICENSED RIGHTS BY LICENSEE OR ANY THIRD PARTY, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE.
4. Indemnification
Licensee shall indemnify, defend, and hold Olympus, Olympus Corporation and any of their affiliates harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys” fees and expenses) arising out of or in connection with the Publication, Licensee’s use of the Licensed Rights and/or any false statements or misrepresentations by Licensee on the Media Request.
5. Assignment
Licensee shall not assign any interest in this Agreement by merger, consolidation, operation of law or otherwise without the prior written consent of an authorized executive officer of Olympus.
6. No Endorsement
Licensee hereby acknowledges and agrees that the appearance of the Licensed Rights in the Publication does not in any manner constitute an endorsement by Olympus or Olympus Corporation of Licensee or any of its products or services.
7. Entire Agreement
This Agreement, together with the Media Request, constitutes the entire agreement between Licensee and Olympus concerning the subject matter herein and supersedes all prior and contemporaneous agreements or representations, written or oral, of the parties pertaining hereto. This Agreement may not be modified except in writing signed by authorized representatives of both parties.
8. Acknowledgement
LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. Licensee acknowledges that any information Licensee supplies in Licensee’s Media Request will be relied upon by Olympus. Further, Licensee represents and warrants that any and all information supplied by Licensee in Licensee’s Media Request is true and accurate.
By clicking the “I accept the Terms & Conditions” box and/or using the Licensed Rights, Licensee represents and warrant that (i) Licensee agrees to be legally bound by all of the terms and conditions of the Agreement, (ii) Licensee has reviewed and understands the Agreement, and (iii) Licensee has the authority and capacity to bind any corporation or organization Licensee represents to the terms and conditions of this Agreement. If Licensee does not have such authority or capacity, or does not agree to or are not willing to be bound by the terms and conditions of this Agreement, please do not click on the “I accept the Terms & Conditions” box and do not seek permission to use the Licensed Rights
.
