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HDMI PROMOTIONAL MATERIALS
TERMS OF USE - IMPORTANT - READ CAREFULLY
These Terms of Use (the "Terms of Use") are a legally binding agreement between you on behalf of yourself and your employer (collectively "Recipient" or "you"), and HDMI Licensing Administrator, Inc. ("Agent"). By clicking on the "I AGREE" button, or by otherwise downloading or using the HDMI Promotional Materials (defined below), you are indicating that you have read these Terms of Use, that you understand them, and that you consent to be bound by all of its terms and conditions. These Terms of Use set forth your rights and obligations with respect to your use of the HDMI Promotional Materials. YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS OF USE ON YOUR EMPLOYER'S BEHALF.
IF YOU DO NOT AGREE TO THE TERMS OF THESE TERMS OF USE, YOU MUST NOT DOWNLOAD, OR MUST CEASE ANY DOWNLOAD IN PROGRESS AND/OR USE OF THE HDMI PROMOTIONAL MATERIALS, AND PROMPTLY DESTROY ANY COPIES OF THE HDMI PROMOTIONAL MATERIALS IN YOUR POSSESSION (EXCEPT TO THE EXTENT SUCH COPIES ARE OTHERWISE LICENSED TO YOU BY A WRITTEN AGREEMENT WITH AGENT).
The Agent has offered the HDMI Mark (as defined in the HDMI Adopted Trademark and Logo Usage Guidelines), and certain HDMI-related images and other marketing and promotional materials for the High-Definition Multimedia Interface (the "HDMI Interface") made available to you via this webpage (collectively the "HDMI Promotional Materials"), and, subject to these Terms of Use, Recipient desires the Agent, and the Agent is willing to provide the HDMI Promotional Materials for use solely for the Authorized Purpose (as defined below). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Title and Use. All right, title and interest in and to the HDMI Promotional Materials is and shall remain the sole and exclusive property of the Agent and its licensors. Recipient shall use the HDMI Promotional Materials solely to create sales, marketing and training materials and internal use to promote the HDMI Interface (collectively the "Authorized Purpose"). Provided however that the HDMI Mark may be used to create sales and marketing materials promoting the HDMI Interface for Recipient's external use. Recipient shall use the HDMI Mark in accordance with the HDMI Adopted Trademark and Logo Usage Guidelines available on this website, as such guidelines are updated from time to time. Recipient shall: (i) not use the HDMI Promotional Materials, except for the HDMI Mark, to endorse any particular manufacturer's products, (ii) not modify the HDMI Promotional Materials (including removing any proprietary notices) or use the HDMI Promotional Materials to show the Agent, HDMI Founders (as defined on this website), their licensors, or the HDMI Interface in any manner that would damage the reputation or goodwill of the foregoing; and (iii) not make any false, deceptive or misleading statements concerning the Agent, HDMI Founders, their licensors, or the HDMI Interface. Recipient will promptly modify or cease any usage of the HDMI Promotional Materials upon Agent's written request, made at Agent's sole discretion. Upon reasonable notice and during normal business hours, Agent may audit the use of the HDMI Promotional Materials to determine compliance with these terms and conditions.
2. No Warranties. The Agent and HDMI Founders make NO WARRANTIES EXPRESS OR IMPLIED. The HDMI Promotional Materials are provided "AS IS", AT AGENT'S SOLE DISCRETION, AND WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, GUIDE, DESIGN OR SAMPLE.
3. Limitation of Liability and General. In no event will the Agent or the HDMI Founders, or any of their respective officers, directors, employees or licensors be liable for any loss of profits, loss of use, direct, incidental, consequential, indirect, or special damages arising out of, or related to, these Terms of Use and the HDMI Promotional Materials, whether or not such party had advance notice of the possibility of such damages. The HDMI Founders and Agent disclaim all liability, including liability for infringement of any proprietary rights, relating to the use of information in the HDMI Promotional Materials. Recipient shall at all times comply with all laws and regulations regarding the use of this HDMI Promotional Materials. If at any time Recipient acquires any rights in, or registrations or applications for, the Promotional Materials by operation of law or otherwise, it will immediately upon request by Agent, and at no expense to Agent, assign such rights, registrations, or applications to Agent, along with any and all associated goodwill. Except as expressly set forth herein, no license under any patent, copyright, trade secret, trade mark or other intellectual property right is granted to Recipient. All goodwill arising out of the use of the HDMI Promotional Materials shall inure to the benefit of Agent and its licensors. These Terms of Use will bind and inure to the benefit of the acquirer of all or substantially all of a Recipient's outstanding capital stock or assets and obligations. The relationship between the parties is that of independent contractors. The failure of either party to enforce any right resulting from breach of any provision of these Terms of Use by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder. No choice of any remedy shall constitute an election of remedies hereunder. If any provision of these Terms of Use is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible in conformance with the intent of the parties, and the other provisions of these Terms of Use will remain in force. The parties agree that these Terms of Use shall be governed by the laws of the State of California, USA without reference to conflict of laws principles. The state and federal courts located in Santa Clara, California shall have exclusive jurisdiction over all disputes arising out of or relating to these Terms of Use, and Recipient consents to the same. These Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof.
