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Welcome to the CONTRAVE® Brand Assets Resource Portal (“Resource Portal”). Through your access to and use of the Resource Portal and the materials contained within it, you accept, without limitation or qualification, the Terms and Conditions of the Agreement set forth below. Please review the following Terms and Conditions concerning your use of the Resource Portal and any Marketing Materials included therein.
We reserve the right to change these Terms and Conditions from time to time at our sole discretion. In the case of any violation of these Terms and Conditions, we reserve the right to seek all remedies available by law and in equity for such violations.
Nalpropion Pharmaceuticals, Inc. (“Nalpropion”) is willing to grant you a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, license to use our Marketing Materials available on the Resource Portal on the condition that you accept all of the Terms and Conditions included in this document.
These Terms and Conditions constitute a legal and enforceable contractual agreement between you and Nalpropion. If you are an employee or agent of a healthcare practice or other business who plans to use our Marketing Materials, you are entering into this Agreement to obtain the Marketing Materials for use by you and/or the practice or business for business purposes only. You hereby agree that you enter into this Agreement on behalf of the practice or business and that you have the authority to bind the practice or business to the Terms and Conditions of this Agreement.
By using the Marketing Materials or checking the box upon registering for the Resource Portal, you acknowledge that you have read the Terms and Conditions of this Agreement, understand it, and agree to be bound by it. If you do not agree to any of these Terms and Conditions, Nalpropion is unwilling to license the Marketing Materials and the Licensed Marks to you, and you should make no further use of the Marketing Materials and Licensed Marks, and you must destroy or return any Marketing Materials to Nalpropion within thirty (30) days.
“Licensee” the individual, business, or healthcare practice who has agreed to the Terms and Conditions of this Agreement and to whom Nalpropion has granted the limited license outlined in this Agreement.
“Licensed Marks” means the trademarks, tradenames and/or service marks included in the Marketing Materials that belong to Nalpropion; provided, however, that the appearance and/or style of the Licensed Marks may change from time to time in Nalpropion’s sole discretion.
“Marketing Materials” means the marketing, advertising, and/or promotional materials related to the Products (including Licensed Marks, names and logos contained therein) provided to the Licensee by Nalpropion from time to time in electronic or physical format.
“Products” means the products developed, manufactured, marketed, promoted and/or sold by Nalpropion.
Subject to and in accordance with the terms and conditions of this Agreement, Nalpropion grants the Licensee a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, license to use the Marketing Materials and the Licensed Marks included therein solely in connection with the promotion of the Products.
3. United States Use Only
The content made available on the Resource Portal is limited to use in the United States only. If you choose to use the Marketing Materials anywhere other than the United States, you do so on your own initiative and are at risk of violation of this Agreement as well as local laws and regulations.
Nalpropion grants no other right or license to any of its intellectual property to the Licensee by implication, estoppel, or otherwise. Licensee acknowledges that Nalpropion owns all right, title, and interest in, to and under the Nalpropion Licensed Marks and that Licensee shall not acquire any proprietary rights therein.
Licensee shall not alter, modify, or create any derivative works of the Marketing Materials except in accordance with this Agreement. Licensee shall not make additional copies of the Marketing Materials beyond what is necessary under the terms of this Agreement. Licensee shall not remove or obscure any Nalpropion copyright or trademark notices on the Marketing Materials.
Licensee shall not present or use the Marketing Materials in a manner that is unlawful, misleading, defamatory, libelous, obscene, or otherwise objectionable.
6. Use and Display of Marks
Licensee agrees to use the Licensed Marks and Marketing Materials solely in the manner in which Nalpropion shall specify from time to time in Nalpropion’s sole discretion. All usage by Licensee of the Licensed Marks shall include the registered trademark symbol ® or ™, as appropriate.
7. Standards of Use
Nalpropion has included a Brand Usage Guide for Third parties that provides guidance for how Marketing Materials found on the Resource Portal may be used by Licensee. It is Licensee’s responsibility to adhere to this Agreement as well as the Brand Usage Guide.
Upon Nalpropion’s request, Licensee shall furnish to Nalpropion, at no expense to Nalpropion, samples of all materials containing the Marketing Materials and/or Licensed Marks that Licensee currently publishes or distributes or intends to publish or distribute.
If Nalpropion believes that the Licensed Marks are being used in a manner that could violate the U.S. Federal Food, Drug, and Cosmetic Act, and/or any implementing regulations, diminish Nalpropion’s rights in or protection of the Licensed Marks, Licensee agrees, at Licensee’s sole cost and expense, to make whatever changes and/or corrections Nalpropion deems necessary to prevent a violation and/or protect the Licensed Marks.
Licensee shall cease using the Marketing Materials from time to time upon notice from Nalpropion that such Marketing Materials are outdated or should no longer be utilized.
Licensee agrees that it shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Nalpropion or the Licensed Marks. Any use of the Marketing Materials or the Licensed Marks in connection with the advertisement or promotion of any product or service competitive to or incompatible with Nalpropion or the Products is not authorized.
Nalpropion shall have no obligations to indemnify or defend Licensee or any of its representatives against any losses arising out of or resulting in whole or in part from infringement of claims relating to Licensee’s use of Nalpropion’s Marketing Materials and/or Licensed Marks.
Licensee agrees to defend, indemnify and hold Nalpropion harmless from any and all costs and expenses (including reasonable attorneys’ fees), liabilities, damages and/or other loss arising out of Licensee’s negligence, improper conduct, or breach of the Terms and Conditions of this Agreement.
9. Limitations of Liability
Regardless of whether any remedy set forth herein fails its essential purpose or otherwise, in no event will Nalpropion be liable to Licensee or to any third party for any lost profits, lost data, interruption of business, or other special, indirect, incidental or consequential damages of any kind arising out of this Agreement or the use or inability to use the Marketing Materials or the Licensed Marks, even if Nalpropion has been advised of the possibility of such loss or damages and whether or not such loss or damages are foreseeable. In no event shall the liability of Nalpropion exceed any amount actually received by Nalpropion from Licensee under this Agreement or any related agreement to dispense or market any Nalpropion Products.
Nalpropion may terminate this Agreement in its sole discretion, at any time upon written notice. Upon termination of this Agreement, Licensee shall immediately cease use of any Marketing Materials or Licensed Marks, and as instructed by Nalpropion, shall immediately return all copies of any Marketing Materials to Nalpropion, or destroy all copies of Marketing Materials in Licensee’s possession and certify to Nalpropion in writing that Licensee has done so. The parties hereby agree that all provisions which operate to protect the rights of Nalpropion shall survive and remain in force should termination occur.
Licensee may not assign any of its rights or obligations under this Agreement without the prior written consent of Nalpropion. Any purported assignment without such consent shall be null and void.
12. Entire Agreement
This Agreement is the complete and exclusive statement of agreement for the use of Marketing Materials on the Resource Portal between Licensee and Nalpropion and supersedes any proposal or prior agreement, oral or written, and any other communications between Licensee and Nalpropion in relation to the subject matter of this Agreement.
13. Amendments or Modifications
Nalpropion reserves the right to amend or modify the Terms and Conditions of this Agreement at any time, subject to notice to Licensee at any electronic or physical address provided by Licensee. Any other amendment or modification of this Agreement or any waiver of any breach of any term or condition of this Agreement must be in writing and signed by both parties in order to be effective and shall not be construed as a waiver of any continuing or succeeding breach of such term or condition, a waiver of the term or condition itself or a waiver of any right under this Agreement.
If provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law. Additionally, such invalidity, illegality, or unenforceability shall not affect any provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction.
15. Compliance with Laws
Licensee agrees to comply with all applicable local, state, federal and international laws and, at all times, to conduct its activities under this Agreement in a lawful manner.
16. Applicable Law
This Agreement shall be governed by the laws of the State of California, USA, excluding its conflict of laws principles.
You agree that any action at law or in equity arising out of or relating to the Terms and Conditions in this Agreement shall be filed only in the state or federal courts of San Diego County, California, USA, and that you hereby consent and submit to the exclusive jurisdiction and venue of such courts. No action arising under or relating to these Terms and Conditions may be brought by either party more than one year after the cause of action has occurred.
CONTRAVE® and Nalpropion® are trademarks of Nalpropion Pharmaceuticals, Inc.