Site Statistics

  • Members: 99,752
  • Logos: 56,519
  • Sales: $1,712,108

Terms and Conditions

Stocklogos.com Terms of Use

The following is a legal agreement between You and Mediabistro Inc. ("MBIS", "We", "Us"), the owner of Stocklogos.com (the "Site"), which governs the Site, any logo, image, graphic, animation, clipart, font, photo, or other content ("Logo Content") available on the Site, and the online logo marketplace service offered through the Site (the "Logo Sales Service"). By using the Site or the Logo Sales Service You agree to be bound by these terms as well as MBIS's Terms of Use, Privacy Policy, and Acceptable Use Policy, which are incorporated herein by reference (collectively referred to as the "Agreements").In the event of a conflict between the terms of the aforementioned agreements and the Stocklogos.com Terms of Use, the Stocklogos.com Terms of Use shall prevail. If You do not agree with these terms, You must not access the Site.

All Logo Content and other content on the Site (Content) is protected by copyright, trademark or other proprietary rights and are the property of MBIS or third parties who have uploaded their Logo Content to the Site (Logo Suppliers). All rights are reserved unless otherwise expressly granted to You.

MBIS reserves the right, in its discretion, to change or modify all or any part of the Agreements at any time, effective immediately upon notice published on the Site.

Purchasing Logo Content

Logo Content can be purchased from the download page on the Site. You may pay for Logo Content though PayPal, which also accepts credit cards.

By approving a purchase on the Site, you authorize MBIS to charge the designated credit card or PayPal account for the total amount of the purchase. If paying by credit card, the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate.

You understand and agree when you purchase Logo Content through the Logo Sales Service you are entering into a transaction with the Logo Supplier. The terms of that purchase are contained in the Stocklogos.com Purchase Agreement.  The terms of the Logo Assignment Logo Assignment Agreement are subject to change without prior notice at any time, in MBIS's sole discretion. MBIS and its affiliates shall not be a party to the Intellectual Property Transfer Agreement and shall have no liability whatsoever in relation to the performance or failure of the Supplier or you under the terms of the Intellectual Property Transfer Agreement.

Passwords

You acknowledge and agree that the user name which you provided so that you may access and utilize the Site and the Logo Sales Service (your User Name), and the password selected by and used by you in conjunction with your User Name are to be kept secret and confidential. You agree that you shall not disclose such User Name or password to any other party.

You acknowledge and agree that you will be responsible for each and every access or use of the Site of the Logo Sales Service that occurs in conjunction with your User Name and such passwords, and that MBIS is authorized to accept your User Name and password as conclusive evidence that you have accessed or utilized the Site and/or the Logo Sales Service.

Rules of Conduct

You are granted a limited, non-sublicensable license to access and use the Site and the Logo Sales Service, subject to these Terms of Use.  You agree that you will not use the Site or the Logo Sales Service for any purpose that is unlawful or not permitted by the Agreements. By way of example, and not as a limitation, you agree that when uploading to or communicating via the Site, including in respect of any forums, chat-rooms or other exchanges (a Forum) accessed on or through the Site, you shall not do any of the following:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others.
  • Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.
  • Upload or otherwise transfer files that contain software or other material protected by intellectual property laws (or by rights of privacy or confidentiality) unless you own or control the rights thereto or have received all necessary consents including, but not limited to, model or property releases where appropriate.
  • Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer.
  • Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
  • Falsify the origin or source of software or other material contained in a file that is uploaded.
  • Advertise or offer to sell any goods or services or conduct or forward surveys, contests or chain letters.
  • Download any file posted by another user of a Forum that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Use any communications or Content or other information obtained through the Site in a manner that is competitive with the Site or Logo Sales Service.
  • Reproduce, distribute, modify, publicly perform, publicly display or make other use of any Content, except as expressly authorized by MBIS.
  • Use the Site or the Logo Sales Service for commercial use, except that you may use the Site to (i) market Logo Content that has been accepted by MBIS through the Logo Sales Service in accordance with the terms of the Stocklogos.com Contributor Agreement and (ii) purchase the Logo Content in accordance with the IP Transfer Agreement.

You also agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You also agree not to attempt to gain unauthorized access to any other user accounts, computer systems or networks associated with the Site. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. You agree to use the Site as the sole venue for the purchase and sale of the Logo Content featured thereon. You agree not to suggest or solicit Logo Suppliers, prospective purchasers of Logo Content or any other Site user to sell or purchase Logo Content outside of the Site.

Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes.  Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.  This license is revocable at any time.

You acknowledge that Forums are public and not private communications. Further, you acknowledge that no communication of a third party or Content is endorsed by MBIS and no communication of a third party or Content may be considered reviewed, screened or approved by MBIS.

Managing Content

MBIS does not and cannot review all communications or Content uploaded to the Site and is not responsible for the content of such communications or Content. Notwithstanding the foregoing, MBIS reserves the right to delete, move or edit any communication or Content that it may determine, in its sole discretion, violates or may violate the Agreements or is otherwise unacceptable. You shall remain solely responsible for all communications made or Content uploaded under your User Name. MBIS shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by MBIS to determine Accepted Content is done as a courtesy only.

MBIS respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide MBIS with notice of such infringement in the manner described in the MBIS Terms of Use.

Confidential Information

You acknowledge that the Confidential Information (defined below) which you obtain through the entering into of this Agreement and the use of the Site constitutes valuable, confidential, proprietary information of MBIS and its licensors, and you agree that during the term of this Agreement and thereafter you shall not, without the express written consent of MBIS, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement or as required by applicable law.

For the purposes of this Agreement, Confidential Information means any and all data, information, documents, software or materials relating to the business and management of MBIS, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Content belonging to others and other intellectual property.

Indemnity

You agree to fully indemnify, defend and hold MBIS and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "MBIS Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers' fees) incurred by any MBIS Party in connection with: (i) any use or alleged use of the Site under your User Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your User Name; or (iii) any breach by you of the Agreements. MBIS reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with MBIS's defense of such claim.

Term and Termination

This Agreement is effective until terminated. You may terminate this Agreement at any time by deleting your account or emailing contact@stocklogos.com or by such other means of written notice acceptable to MBIS which enables confirmation of your identity and your intention to terminate. MBIS reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access portions of the Site at any time for any reason without prior notice or liability. MBIS may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.

MBIS may also terminate or suspend your access to the Site for inactivity, which is defined as failing to access the Site for an extended period of time, as reasonably determined by MBIS.

Termination of this Agreement does not relieve you of your responsibilities to pay any amounts due to MBIS under this Agreement or your obligations to not use the Site or any Content other than in the manner permitted under the Agreements or any other agreement entered into at the time such Content was downloaded (such as the IP Transfer Agreement). Termination of this Agreement shall operate without prejudice to the MBIS's rights, defenses and limitations of liability provided under the Agreements, which rights, defenses and limitations of liability shall survive termination of this Agreement.

DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MBIS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

MBIS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL MBIS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF MBIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, MBIS'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO TEN ($10.00) DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF MBIS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

General

This Agreement shall all be exclusively governed and construed in accordance with the laws of the State of New York, United States applicable to agreements made and to be performed in the State of New York, United States. You agree that any legal action or proceeding between MBIS and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the County of New York, State of New York, and you hereby expressly consent to the exclusive personal jurisdiction of these courts. This Agreement contains the entire understanding of the parties hereto relating to the use of this Site and supersedes any prior written or oral agreement or understandings between the parties with respect to this Site. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement.

Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. MBIS's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. MBIS may assign its rights and duties under this Agreement to any party at any time without notice to you.

Any rights not expressly granted herein are reserved.

If any provision or part thereof of this Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT, INCLUDING THE AGREEMENTS INCORPORATED BY REFERENCE HEREIN, IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND MBIS RELATING TO THE SUBJECT OF THIS AGREEMENT.

Logo Contributor Agreement

This Logo Contributor Agreement (the "Agreement") governs the terms by which designers provide logos to the web site located at www.Stocklogos.com (the "Site"), which is owned by Mediabistro Inc. ("MBIS"). This Logo Contributor Agreement is in addition to the Stocklogos.com Terms of Use, MBIS's Terms of Use, MBIS's Privacy Policy and MBIS's Acceptable Use Policy. In the event of any inconsistency between the foregoing and this Agreement, the terms of this Agreement shall govern.

  1. Agreement
    1. This is a legal agreement between any user intending to upload logos and related materials onto the Site (in this agreement referred to as "you" or the "Supplier") and Mediabistro Inc. ("MBIS"), operator of the Site. The Supplier wishes to appoint MBIS as its exclusive agent to offer for sale and distribute Accepted Logo Content (as defined below) on the terms and conditions set forth in this Agreement, the Stocklogos.com Terms and Conditions and MBIS's form of Logo Purchase Agreement (the "Logo Purchase Agreement"), which you will be required to enter into with the End User (defined below) assigning all rights in and to the Accepted Logo Content (defined below), as such agreements may be amended from time to time or modified for certain clients consistent with the rights granted herein (this Agreement, the Stocklogos.com Terms of Use and the Logo Purchase Agreement are collectively referenced herein as the "Agreements").
    2. Upon accepting the terms of this Agreement, you may make Logo Content (defined below) available to MBIS by following the procedures identified on the "Submitting a Logo" tab on the Site. Each upload of Logo Content will be governed by the terms and conditions of the Agreements.
    3. This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Supplier, you must follow the termination procedures set forth below under "Term and Termination".
  2. Definitions/ Submission of Logo Content
    1. In this Agreement, "Logo Content" means: (i) logo design files, which may include but not be limited to illustrations, animations, fonts, data files and code snippets and other material applicable to logo designs (collectively, the "Content"); (ii) descriptive and other information, documents (such as font license agreements or software relating to the Content, as the case may be) or otherwise required to enable MBIS to realize the commercial potential of the rights granted in the Logo Content ("Metadata"); but shall not include: (A) Content, or any part thereof, that is produced as "work for hire" within the meaning of United States federal copyright legislation or is otherwise owned, in whole or in part, by an entity other than the Supplier; (B) Content, or any part thereof, that has been sold, licensed or otherwise transferred elsewhere regardless of whether it is for commercial or non-commercial purposes; or (C) Content that contains a likeness of a person or persons that could lead to the identity of such person(s) or property that would, under applicable law, require a valid and binding release.
    2. In this Agreement, "IP Rights" means: all intellectual property rights of any type whatsoever throughout the world including but not limited to all rights that subside in copyright, patent, trademark, design rights, moral rights, rights of privacy and rights of publicity whether or not such rights are registered or able to be registered.
    3. The Supplier will provide Logo Content to MBIS using the upload procedures and policies of the Site or such other procedures and policies as the parties may mutually agree. MBIS, in its sole discretion, shall determine whether the Logo Content is suitable for posting on the Site, and only such Logo Content as it deems suitable will be considered "Accepted Logo Content" for the purposes of applicable provisions of this Agreement.
    4. In addition to the terms of the Agreements, the parties acknowledge that this Agreement is subject to the policies and procedures outlined in the relevant portions of the Site, the terms of which are incorporated by reference into this Agreement, and which may be amended from time to time. Any breach of such rules will be deemed to be a breach of this Agreement.
  3. Grant of Authority
    1. The Supplier hereby appoints MBIS as Supplier's exclusive agent and sole distributor to sell the Accepted Logo Content to a third party ("End User") and to collect and remit funds in connection with those sales on the terms set forth in this Agreement. Supplier acknowledges that the Logo Content may only be sold one time and that Supplier will required to assign all of his or her rights, including title and intellectual property rights to the purchaser. For all Logo Content, Supplier grants MBIS:
      1. The right and license to use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, crop, modify, edit, create derivative works, package, repackage, produce and sell prints or similar image products, or publicly perform or display the Accepted Logo Content to prospective End Users through the Site; and
      2. The right to sell Accepted Logo Content in accordance with this Agreement and the terms of the Logo Purchase Agreement as it may be amended from time to time and to End Users on terms and conditions substantially similar to such Logo Purchase Agreement with such reasonable modifications as MBIS may agree; and
      3. To create resized and watermarked preview images and non-watermarked thumbnail images of the Logo Content for publication on the Site.
    2. In addition to the foregoing grant, MBIS may post, reproduce, modify, display, make derivative works or otherwise use any Logo Content for its own business purposes relating to the promotion of the Site and its distribution programs. The Supplier agrees that MBIS shall have the right to design marketing literature for the Accepted Logo Content, at its own expense, and the Supplier agrees to cooperate in that regard. No compensation shall be due to the Supplier for use of Accepted Logo Content for such business purposes.
    3. THE SUPPLIER ACKNOWLEDGES THAT ALL Rights, INCLUDING TITLE AND IP Rights, IN AND TO THE ACCEPTED LOGO CONTENT WILL BE ASSIGNED TO THE END USER PURSUANT TO THE LOGO PURCHASE AGREEMENT OR OTHER APPLICABLE AGREEMENT THAT, AS A CONDITION OF THIS AGREEMENT, THE SUPPLIER SHALL ENTER INTO CONTEMPORANEOUSLY HEREWITH. THE SUPPLIER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS MBIS TO COMPLETE THE LOGO PURCHASE AGREEMENT BY OBTAINING THE CONSENT OF THE END USER AND CONSENTING TO THE LOGO PURCHASE AGREEMENT ON SUPPLIER'S BEHALF. FOLLOWING THE COMPLETION OF SUCH LOGO PURCHASE AGREEMENT, A COPY WILL BE PROVIDED TO THE UNDERSIGNED SUPPLIER FOR ITS INFORMATION ONLY.
    4. Supplier agrees that MBIS and its affiliates shall not be a party to the Logo Purchase Agreement and shall have no liability whatsoever in relation to the performance or failure of performance of the Supplier or End User under the terms of the Logo Purchase Agreement. By uploading Logo Content to MBIS, you agree that you will be bound by the Logo Purchase Agreement in your capacity as the "Supplier" thereunder.
  4. Intellectual Property Rights
    1. The Supplier acknowledges that MBIS prohibits any Logo Content, or any other material, to be uploaded to the Site that infringes on any IP Rights or any other applicable law or proprietary right of a third party.
    2. In addition to the representations and warranties set out elsewhere in this Agreement, including Section 11, by uploading Logo Content, except as set out in 4.3 below, you are representing and warranting that:
      1. you own all IP Rights and other proprietary rights in and to the Logo Content with full power to transfer such rights to an End User and that you have not sold, licensed or otherwise transferred the Logo Content or any part thereof to a third party; and
      2. the Logo Content does not contain a likeness of a person or persons that could lead to the identity of such person(s) or property that would, under applicable law, require a valid and binding release.
    3. Notwithstanding Section 4.2 hereof, MBIS permits the use of fonts and typefaces in the Accepted Logo Content for which you do not own the copyright only where you have acquired the necessary rights, in writing, to use such font or typeface as part of the Accepted Logo Content. Where you do not own the copyright to the fonts or typeface used in the Accepted Logo Content, by uploading the Logo Content you are representing and warranting that you are the authorized licensee to the applicable font or typeface and that you have obtained a valid and binding license to use the font and/or typeface from all required parties as part of the Accepted Logo Content for all permitted uses under the Logo Purchase Agreement, including but not limited to commercial use. Further you agree to provide said license upon request.
    4. To the extent permitted by applicable law, you waive all moral rights including without limitation your right to integrity of the Accepted Logo Content and the right to be associated with the Accepted Logo Content by name. To the extent such waiver is void or unenforceable by applicable law, you agree not to enforce any such moral rights against MBIS, its licensees, sublicensees, transferees or End Users of the Accepted Logo Content. To the extent such an agreement not to enforce your moral rights is void or unenforceable by applicable law, you: (i) grant a revocable right to MBIS, its transferees, licensees, sublicensees and end users to use the Accepted Logo Content without being credited as the author; and (ii) grant to MBIS, its licensees, sublicensees, transferees and End Users the right to make adaptations of the Accepted Logo Content and to exploit the Accepted Logo Content as provided in this Agreement.
    5. The Supplier agrees that neither MBIS nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to accept any Logo Content, use the Site, any Logo Content or Accepted Logo Content, or any error, omission or other matter relating to a model or property release, or any other release or assignment of IP Rights respecting Accepted Logo Content.
  5. Commission and Fees
    1. MBIS agrees to pay a portion of the fees collected in respect of Accepted Logo Content that is purchased by an End User according to the rate schedule set forth on the "Submit a Logo" tab on the Site (the "Rates"). The parties acknowledge that the Rates are subject to change in the sole discretion of MBIS in the ordinary course of its business without notice by posting such changes on the Site. If at any time the Rates are not acceptable to the Supplier, you may refrain from providing additional Logo Content or, subject to Section 11 hereof, terminate this Agreement in accordance with its terms.
    2. MBIS will endeavor to make payment of fees in respect of purchased Accepted Logo Content within five (5) business days of the end of the month that such fees aggregate a minimum of fifty dollars (US $50). In all cases, payment of fees to the Supplier will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) fees payable to financial institutions for the processing of any credit card, debit card or alternative payment method; (iv) returns and refunds; (v) legal and other reasonable fees incurred in enforcing this Agreement or the agreements contemplated herein; and (vi) any amounts owing by the Supplier to MBIS under this Agreement or otherwise.
    3. Without limiting the generality of the foregoing, MBIS is entitled to set-off against any amount owing to Supplier, all amounts to which MBIS is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Supplier under this Agreement.
    4. The parties further agree that MBIS shall not be required to pay royalties or fees to the Supplier if MBIS is restrained or otherwise prevented from using rights granted under this Agreement relating to Logo Content because those rights are found to be an infringement or contravention of the IP Rights or other property rights of a third party, or if MBIS discovers or determines in its reasonable discretion that the Accepted Logo Content, or any part thereof, provided by the Supplier appears for sale or license or give-away elsewhere in contravention of this Agreement.
    5. In the event MBIS facilitates a sale of Accepted Logo Content that requires an amendment to the standard Logo Purchase Agreement to facilitate such transaction, MBIS shall be entitled to deduct a reasonable administration fee relating to such sale, in addition to its share of the revenue relating to such sale.
  6. Account Access
    1. You acknowledge and agree that you will be responsible for each and every access or use of the upload features of the Site that occurs in conjunction with your account and such passwords, and that MBIS is authorized to accept your User Name and password as conclusive evidence that you wish to upload Logo Content pursuant to this Agreement. MBIS shall have no liability or responsibility to monitor the provision of Logo Content under your user name and password.
  7. Logo Content
    1. MBIS has policies and processes which must be adhered to prior to Accepted Logo Content being posted on the Site or otherwise being offered for sale, and MBIS agrees to give priority to the posting of Accepted Logo Content within the general constraints of its business. Notwithstanding that some qualitative standards are required to be met, MBIS does not and cannot review all Logo Content, including the any metadata or other descriptive information ("Metadata"), uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such Logo Content. Notwithstanding the foregoing, MBIS reserves the right to delete, move, refuse to accept or edit any communication or Accepted Logo Content that it may determine, in its sole discretion, violates or may violate this Agreement, the IP Rights or other proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Accepted Logo Content to MBIS or as it may direct. MBIS shall have the right but not the obligation to correct any errors or omissions in any Accepted Logo Content, as it may determine in its sole discretion. You acknowledge that any screening of Logo Content performed by MBIS to determine Accepted Logo Content is done as a courtesy only and Supplier is responsible for the content his/her designs. Supplier should take the time to research any Logo Content which is submitted and retain any reference material relating to that research in case of a dispute regarding the ownership of Logo Content.
    2. Notwithstanding the foregoing, MBIS cannot take responsibility for the compliance by purchasers of the terms of the Agreements. Accordingly, you acknowledge and agree to the possibility of Accepted Logo Content being used in a manner that is not contemplated in this Agreement, the Logo Purchase Agreement or the Agreements, and you agree that notwithstanding any rights you may have to pursue the End Users of such Accepted Logo Content at law, MBIS shall have no liability to you or any person claiming through you for any breach by an End User of the terms of any agreement respecting Accepted Logo Content.
  8. Confidential Information
    1. The Supplier acknowledges that the Confidential Information (defined below) which it obtains through the entering into of this Agreement, the use of the Site and the provision of Logo Content constitutes valuable, confidential, proprietary information of MBIS and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of MBIS, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement.
    2. For the purposes of this Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of MBIS, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, alliances, Content, graphics, documentation, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, Site content belonging to others and other intellectual property.
  9. Representations and Warranties
    The Supplier hereby represents and warrants as follows:
    1. The Supplier has the legal capacity and authority to enter into this Agreement and the Logo Purchase Agreement, has the right to grant all of the rights contemplated to be provided under the Agreements, and has not granted any rights or licenses to any Logo Content, or any part thereof, or any other intellectual property or technology that would conflict with the Agreements;
    2. no portion of the Logo Content as delivered to MBIS from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in the Agreements, and all Logo Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or the Logo Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Site in any way;
    3. the Logo Content will include all necessary Metadata to enable its effective marketing on the Site, which Metadata will be complete and accurate in all material respects, and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword "doping" or improperly altering search results that would otherwise be applicable to such Content;
    4. subject to Section 4(c) hereof, the Logo Content represents original creations and expressions of subject matter, and no Content or Metadata infringes any IP Rights, or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party;
    5. the Logo Content is not based on photographs, scans, clip art, 3D renders, graphics or any creative work not created by Supplier; and
    6. the Logo Content is not substantially similar to any other illustrations, fonts or vector.
  10. Indemnity
    1. You agree to fully indemnify, defend and hold MBIS and its affiliates, and their respective directors, officers, employees, shareholders, agents and transferees of Accepted Logo Content (collectively, the "MBIS Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by any MBIS Party as a result of or in connection with: (i) any use or alleged use of the Site or provision of Logo Content under your account by any person, whether or not authorized by you; (ii) or resulting from any communication made or Logo Content uploaded under your user name; (iii) any breach by you of this Agreement or the Logo Purchase Agreement; or (iv) any claim threatened or asserted against any MBIS Party to the extent such claim is based upon a contention that any of the Logo Content used within the scope of this Agreement and the Logo Purchase Agreement infringes any IP Rights or other intellectual or other property rights of any third party.
    2. MBIS reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with MBIS's defense of such claim.
    3. The Supplier agrees that MBIS shall have the right to determine whether and to what extent to proceed against a licensee or other third party (an "Infringer") for any violation of the Logo Purchase Agreement or alleged infringement of other rights of the Supplier. The Supplier hereby releases MBIS from any and all claims the Supplier might have, either directly or indirectly, arising out of or in connection with a determination by MBIS to proceed or not to proceed against any Infringer in any instance. MBIS hereby agrees that any monetary recovery it receives as a result of any legal or enforcement action taken against any such Infringer, to the extent such monies are intended to compensate MBIS for lost licensing fees, lost profits, or statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis) incurred by or on behalf of MBIS in connection with such action, be divided between the Supplier and MBIS pursuant to the provisions of the Compensation section above. In the event MBIS elects not to proceed against an Infringer, the Supplier shall have the right to proceed against such Infringer for such license violation or infringing action. The Supplier hereby agrees that any monetary recovery it receives as a result of any legal action taken against any such Infringer, to the extent such monies are intended to compensate the Supplier for lost licensing fees, lost profits, or include statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis), be divided between the Supplier and MBIS pursuant to the provisions of the Compensation section above.
  11. Term and Termination
    1. This Agreement is effective until terminated. You may terminate this Agreement by removing the Accepted Logo Content from your account or by giving written notice specifying the Accepted Logo Content to which termination applies to MBIS using contact@stocklogos.com. MBIS may also terminate this Agreement with respect to Accepted Logo Content for any reason by giving you five (5) days notice by e-mail at the last address contained in your account. If MBIS terminates your account pursuant to the terms of the Stocklogos.com Terms of Use, such termination shall be deemed to be notice of termination of this Agreement with respect to all Logo Content, as well.
    2. MBIS may terminate this Agreement upon written notice effective immediately sent to Supplier's last known email address or the last address included in Supplier's account page, if Supplier: (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way; (ii) makes an assignment for the benefit of creditors; (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more; (iv) is adjudicated insolvent or bankrupt; or (v) is in breach of this Agreement.
    3. In addition, MBIS may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: (i) in the reasonable opinion of MBIS, any material misrepresentation made as to the capacity, identity or ownership of Logo Content or the Supplier provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact Supplier based on the information provided through the Site as part of the account profile of such Supplier.
  12. Effect of Termination
    1. Upon the termination of this Agreement the grant of authority given to MBIS shall cease with respect to the Logo Content subject to the following conditions: (i) MBIS shall remove the applicable Accepted Logo Content from the Site within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, MBIS shall have the right to continue selling Accepted Logo Content until it is removed from the Site and continue negotiating with End Users who have commenced the process to purchase the Accepted Logo Content prior to the termination of this Agreement; and (iii) regardless of the expiration or termination of this Agreement, MBIS will continue, in accordance with this Agreement, to pay compensation due to the Supplier at the applicable royalty rate in respect of transfers granted to End Users during any transitional period, subject to any rights of set-off under this Agreement or at law.
    2. Upon termination, MBIS will be entitled to retain all amounts owing to the Supplier for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account.
    3. Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to End Users by MBIS pursuant to this Agreement.
    4. Termination of this Agreement shall operate without prejudice to the MBIS's rights, defenses and limitations of liability provided under this Agreement, the Stocklogos.com Terms of Use or the MBIS Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, any executed Logo Purchase Agreement, Logo Purchase Agreement and the provisions of this Agreement relating to: Managing Logo Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.
  13. DISCLAIMER OF WARRANTIES
    1. THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, IS PROVIDED BY MBIS "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MBIS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
    2. MBIS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
  14. LIMITATION OF LIABILITY
    1. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.
    2. IN NO EVENT SHALL MBIS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR TRANSFEREES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY Rights GRANTED TO YOU HEREUNDER, EVEN IF MBIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY Rights OR OTHERWISE.
    3. IN ANY EVENT, MBIS'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY MBIS FOR THE LOGO CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND ($1,000.00) UNITED STATES DOLLARS.
    4. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF MBIS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
  15. Applicable law
    1. This Agreement will be solely governed under the laws of the State of New York (without reference to conflicts of laws principles). You hereby irrevocably submit to the sole and exclusive jurisdiction of the Courts of the State of New York with respect to the subject matter of this Agreement.
    2. You consent to service of any required notice or process upon you by email to the last email address provided in your account page or by registered mail to the address or contact information provided by you in your account page.
    3. If MBIS is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you agree to reimburse MBIS for its legal fees, costs and disbursements if MBIS is successful.
  16. General
    1. You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Stocklogos.com Terms of Use, the Logo Purchase Agreement and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
    2. MBIS's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
    3. This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without MBIS's prior written consent. MBIS may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
    4. If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
    5. This Agreement can be amended by the written agreement of the parties or by MBIS posting amendments on the Site. Continued provision of Logo Content or failure to terminate this Agreement within ten (10) days of posting of such amendment will be deemed to be acceptance of the amendment by the Supplier and it will be incorporated by reference into this Agreement.
    6. The Supplier shall, upon the reasonable request by MBIS, execute and deliver all such further documents and do all such further acts and things as may be reasonably necessary or desirable at any time or times to give effect to the terms and conditions of this Agreement or the Intellectual Property Transfer Agreement.
  17. Contact
    1. If you have concerns relating to this Agreement, please contact MBIS at help@stocklogos.com or through the Site.
  18. Acknowledgement
    1. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF MBIS AGREEING TO PROVIDE A MEANS FOR THE SALE OF YOUR ACCEPTED LOGO CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND MBIS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND MBIS RELATING TO THE SUBJECT OF THIS AGREEMENT.

Logo Purchase Agreement

This Agreement governs the terms by which designers transfer all right, title and ownership in and to a logo that is purchased by a customer from stocklogos.com (the "Site).

  1. Background of Agreement
    1. This is a legal agreement between a user of stocklogos.com that has uploaded logo design files, which may include but not be limited to illustrations, animations, fonts, data files and code snippets and other material applicable ("Logo Content") to the Site (in this agreement referred to as the "Logo Contributor") and a user of stocklogos.com that has purchased such Logo Content (in this agreement referred to as the "Purchaser").
    2. In this Agreement, "Logo Contributor Agreement" means Stocklogos.com's form of logo contributor agreement which is available on the Site, as such agreement may be amended from time to time in MBIS's sole discretion.
    3. In this Agreement, "IP Rights" means: all intellectual property rights of any type whatsoever throughout the world including but not limited to all rights that subside in copyright, patent, trademark, design, rights of privacy and rights of publicity whether or not such rights are registered or able to be registered.
    4. The Logo Contributor has entered into the Logo Contributor Agreement and, as a condition of the Logo Contributor Agreement; the Logo Contributor has agreed to be contemporaneously bound by this Agreement. By purchasing Logo Content from the Site, the Purchaser has agreed to be contemporaneously bound by this Agreement.
    5. The effective date of this Agreement shall be the date that the Purchaser completes its purchase of Logo Content through the Site.
  2. Assignment of Intellectual Property Rights
    1. Upon execution of the Logo Purchase Agreement by the Purchaser, subject to Section 2(d), the Logo Contributor hereby assigns to the Purchaser, all right, title and interest, including all IP Rights, which the Logo Contributor has or may in the future have in the Logo Content.
    2. To the extent permitted by applicable law, the Logo Contributor waives all moral rights including without limitation the Logo Contributor's right to integrity of the Logo Content and the right to be associated with the Logo Content by name. To the extent such waiver is void or unenforceable by applicable law, Logo Contributor agrees not to enforce any such moral rights against the Purchaser, its licensees and sublicensees or transferees of the Logo Content. To the extent such an agreement not to enforce your moral rights is void or unenforceable by applicable law, Logo Contributor: (i) grants a revocable right to the Purchaser, its transferees, licensees and sublicensees to use Logo Content without being credited as the author; and (ii) grants to the Purchaser, its licensees and sublicensees the right to make adaptations of the Logo Content and to freely exploit the Logo Content.
    3. The Logo Contributor represents and warrants to the Purchaser that:
      1. subject to Section 2.c.iii of this Agreement, the Logo Contributor owns all IP Rights and other proprietary rights in and to the Logo Content with full power to transfer such rights to the Purchaser, and the Logo Contributor is not making any of the Logo Content, or any part thereof, available to any other person or through any other distributor, website or other marketing, distribution, sale or licensing venue of any kind, and that the Logo Contributor has not sold, licensed or otherwise transferred the Logo Content or any part thereof to a third party;
      2. the Logo Content does not contain a likeness of a person or persons that could lead to the identity of such person(s) or property that would, under applicable law, require a valid and binding release;
      3. where the Logo Contributor does not own the copyright to the fonts or typeface used in the Logo Content, the Logo Contributor is the authorized licensee to the applicable font or typeface and that the Logo Contributor has obtained a valid and binding license to use the font and/or typeface from all required parties as part of the Logo Content for all permitted uses under Logo Purchase Agreement, including but not limited to commercial use; and
      4. Logo Contributor will not provide content that is substantially similar to the Logo Content to any other party.
    4. The Purchaser represents and warrants to the Logo Contributor that it:
      1. has or will pay all fees associated with the purchase of the Logo Content; and
      2. has complied with the terms of all agreements governing the use and distribution of the Logo Content including, but not limited, to the Stocklogos.com Terms of Use;
      3. will comply with the terms of this Agreement
    5. Notwithstanding Section 2(a), nothing shall restrict the Logo Contributor from establishing or maintaining a personal portfolio website on which Logo Content is posted for the purposes of art display but not the sale or licensing or giving away of rights to same.
  3. Liability of MBIS and its Affiliates
    1. You acknowledge and agree that:
      MBIS and its affiliates are not parties to this Agreement; and IN NO EVENT SHALL MBIS OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR TRANSFEREES BE LIABLE FOR ANY OBLIGATIONS HEREUNDER, INCLUDING BUT NOT LIMITED TO, ACTUAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
  4. General
    1. You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Logo Contributor's Agreement, the Stocklogos.com Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
    2. Either party's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
    3. The Logo Contributor and the Purchaser consent to service of any required notice or process upon them by email, registered mail or overnight courier with proof of delivery notice, addressed to the address, email address or contact information provided in their respective accounts. The Logo Contributor and the Purchaser agree that MBIS is allowed to release such information to the other party.
    4. This Agreement may be assigned by the Purchaser to any other party without the consent of the Logo Contributor.
    5. If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
    6. The parties shall, upon the reasonable request by MBIS or the other party, execute and deliver all such further documents and do all such further acts and things as may be reasonably necessary or desirable at any time or times to give effect to the terms and conditions of this Agreement.