ProSource Wholesale Floorcovering Website Linking Agreement
Text Link to ProSourceFloors.com
For ProSource trade professional members and other third parties, linking to the ProSourceFloors.com is permitted under limited conditions. If a trade professional member of ProSource or other party would like to link to ProSourceFloors.com, the following guidelines must be observed:
1. The member must agree to the ProSource terms and conditions for web links that can be found at www.prosourcfloors.com/weblink. This agreement will serve as a licensing agreement to use the ProSource Wholesale Floorcoverings brand name.
2. Any text-only link must clearly be written as "ProSource Wholesale Floorcoverings."
3. Do not incorporate any content from ProSourceFloors.com into the member Web site through in-lining, framing or creating border environments around the ProSource Wholesale Floorcoverings content.
4. The site must not present false information about ProSource Wholesale Floorcoverings services or products.
5. Do not present the link to The ProSource’s Web site in any way suggesting that ProSource Wholesale Floorcoverings has a relationship or affiliation with a web site or endorses a site or the site sponsor. No one may imply ProSource endorses a product or service without a separate letter of agreement with ProSource National.
6. The Web site should not contain content that could be construed as distasteful, offensive or controversial.
7. Links to multiple pages within the www.prosourcefloors.com domain are permitted.
8. If providing users with informational text summarizing the external Web site to which you are linking, please use the following statement for ProSource Wholesale Floorcoverings: “Proud member of ProSource Wholesale Floorcoverings” or “ProSource is the trade professionals’ #1 source of Wholesale Floorcoverings”
WEB LINKING AGREEMENT
This AGREEMENT is made and entered into as of _______________(the “Effective Date”) by and between Leading Edge Marketing, Inc. d/b/a Prosource Wholesale Floorcoverings (hereinafter “ProSource”), having it’s principal place of business at 4301 Earth City Expressway; Earth City, MO 63045, and _____________________(“Member”) having it’s principal place of business at _____________________________________.
WHEREAS, Prosource is the owner of the Prosource Mark and certain other trademarks and service marks (collectively the “Mark” or “Marks”);
WHEREAS, Prosource is the franchisor of the Prosource system which operates through franchisees various Prosource Wholesale Floorcoverings Showrooms across the United States and Canada (“the Showrooms”); and
WHEREAS, Member is a member of one or more franchisees of Prosource and purchases products from Prosource franchisee(s); and
WHEREAS, Member desires to promote the affiliation between Member and Prosource Franchisee via the Member’s Website, and link electronically to the Prosource Website (as defined below); and
WHEREAS, subject to the terms and conditions hereto, Prosource has agreed to permit such electronic linkage, promotion and limited use of the Prosource Marks;
NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions
(a) “Content” means the information, communication, links, animation, photos, graphics, music, sounds, videos, copyrights, trademarks, tradesecrets, and other intellectual or industrial property rights relating to, appearing on or associated with the Prosource Website.
(b) “Marks” means the trade names, trademarks, and other indicia of origin owned by Prosource and as set forth on Exhibit A hereto.
(c) “Prosource Website” means the site on the internet Worldwide Web established and maintained by Prosource for promotional purposes and intended for access by customers and potential customers of Member, containing such Content and other information, references and materials as Prosource, in its sole discretion, shall from time to time deem appropriate. Initially, the Prosource Website shall be defined as: www. ___________________ For purposes of this Agreement, the Prosource Website will not be deemed to include www.pswholesale.com or www.prosourcefloors.com.
(d) “User” means a person who uses the Member Website and/or the Prosource Website.
2. Rights granted by Prosource.
(a) Subject to the terms and conditions of this Agreement, Prosource grants to Member a nonexclusive, non-transferable license to provide a hypertext link from the Member Website to the Prosource Website. Notwithstanding anything herein to the contrary, however, Member shall have no right, without prior written permission of Prosource, (i) to frame any portion of the Prosource Website within the Member Website, or (ii) to incorporate any Content into the Member Website, except for the Marks as expressly provided for herein. In no event shall Member have the right to sublicense, transfer or otherwise share the rights granted hereunder without the prior express written consent of Prosource.
(b) Trademarks. Subject to the terms and conditions of this Agreement, Prosource grants to Member a nonexclusive, nontransferable license to use, during the term of this Agreement, the Marks solely for purposes of linking the Member Website to the Prosource Website. The Marks are and will remain the sole property of Leading Edge Marketing, Inc. (Prosource), and Member agrees not to contest the ownership of such Marks, nor misappropriate the Marks for the Member’s own use. Prosource reserves all rights to control the use of the Marks by Member, and Member shall not use, change or modify the Marks in any manner without prior written authorization from Prosource. All use of the mark or marks must, at a minimum, be in accordance with good trademark practices. In no event shall Member have the right to sublicense, transfer or otherwise share the rights granted hereunder without the prior express written consent of Prosource.
3. Member’s Obligations
(a) Member Website. Member will establish and maintain during the term of this Agreement, at its own expense, a first class, high quality commerce site on the Internet Worldwide Web (the “Member Website”). The Member Website is hereby defined as ________________.
(b) Display of Member Website. Member shall use and display the Marks strictly in accordance with such corporate identity and trademark usage standards, guidelines and rules as Prosource may from time to time provide to Member, including without limitation, the Standards as attached as Exhibit B hereto (as such standards may be modified from time to time in Prosource’s sole discretion). Without limiting the foregoing, Member must (i) place appropriate trademark symbols (e.g. the letters “TM” “SM” or the registration symbol ®) and such other additional information or legends regarding the ownership and use of the Marks as Prosource may specify from time to time, and (ii) comply with all applicable laws and regulations pertaining to the use of such marks then in force.
(c) Maintenance of Member Website. Member will be solely responsible for the development, operation and maintenance of the Member Website and for all materials that appear on the Member Website, including but not limited to: (i) the accuracy and appropriateness of materials posted on the Member Website; (ii) ensuring that materials posted on the Member Website do not violate or infringe upon the rights of any third party; and (iii) ensuring that materials posted on the Member Website do not violate any law, regulation, rule, ordinance or are not in any other way illegal.
(d) Access to Member Website. Member shall maintain access to the Member Website for Prosource so that Prosource may log on to the website at any time for the purpose of monitoring the web site for compliance with this Agreement. Prosource is hereby given the right to employ agents for the purpose of said monitoring.
(e) Member Indemnification. Member hereby agrees to indemnify, defend and hold harmless Prosource it’s shareholders, officers, directors, employees, agents, partners, successors, and assigns, from and against any and all claims, losses liabilities, damages or expenses (including, without limitation, attorney’s fees) arising from the development, operation, maintenance, and content of the Member Website.
4. Disclaimer of Warranties and Liability
(a) Member acknowledges and agrees that Prosource does not operate or control the internet in any way, or any merchandise, information or services offered or made available or accessible on the internet. Member assumes total responsibility and risk for it’s use or any Users’ use of the Internet, the Member Website and the services contemplated hereby.
(b) Neither Prosource nor any of it’s affiliates shall be liable for the defamatory, libelous, offensive, or illegal conduct of Member, any other User, or any third party. Further, in no event shall Prosource or any of it’s affiliates be liable for any direct, indirect, incidental, special or consequential damages arising out of any use of the Prosource Website, or any links thereto, or otherwise with respect to this Agreement.
(c) MEMBER ACKNOWLEDGES AND ACCEPTS THAT PROSOURCE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE MARKS LICENSED UNDER THIS AGREEMENT OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, WHETHER THE MARKS OR CONTENT INFRINGE OR OTHERWISE VIOLATE THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY, AND THAT ANY IMPLIED WARRANTIES REGARDING THE MARKS OR THE CONTENT, INCLUDING NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED.
5. Term and Termination
(a) Term. Unless sooner terminated as provided for herein, the initial term of this Agreement (“Term”) shall be a period of twelve (12) months from the Effective Date. This Agreement will automatically renew for subsequent one (1) year periods (“Additional Terms”) unless terminated in writing by either party at least thirty (30) days prior to the end of the Term or Additional Terms. In the event that Prosource’s franchise agreement with any franchisee which Member is a member of shall terminate, this Agreement shall also terminate immediately, which termination shall be effective as of the termination date of the franchise agreement (unless Member becomes a member of another franchisee in good standing).
(b) Termination for Cause.
(i) Either party may terminate this Agreement at any time on the giving of written notice: (1) in the event that the other party fails to discharge any obligation or remedy any default under this Agreement for a period continuing more than thirty (30) days after the aggrieved party shall have given the other party written notice specifying such failure; (2) in the event that the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws of laws of debtor’s moratorium.
(ii) Prosource may terminate this Agreement at any time should Prosource, in its sole discretion and determination, determine that Member’s conduct (including Member’s conduct in its operation of the Member Website) or Member’s use of the Mark or Marks (1) is or may be detrimental to the reputation of Prosource, or (2) is or may be detrimental to the good will of the Mark or Marks. In the event of a default under this Subsection, Prosource may immediately terminate this Agreement and Member shall not be entitled to any cure period.
(iii) Prosource may terminate this Agreement immediately upon written notice to Member (1) if Prosource determines, for any reason, to cease providing public access generally to the Prosource Website, (2) if Prosource shuts down the Prosource Website, or (3) in the event that Member ceases to be an authorized Prosource member.
(c) Effect of Termination. Prosource may remove or block any link from the Member Website to the Prosource Website in the event of any default hereunder and said default remains uncured for more than 30 days (unless no cure period is permitted in which case Prosource may immediately remove the link). After termination, Member shall have no right to use or display any of the marks.
6. Miscellaneous Provisions
(a) Amendment. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by the parties hereto.
(b) Relationship of the Parties. The relationship of the parties hereto shall be that of independent contractors and not partners or joint ventures, and Member shall have no power to obligate or bind Prosource in any manner whatsoever.
(c) Choice of Law. This Agreement will be governed by and constructed in accordance of the laws of the state of Missouri, despite any choice of law statute, rule, or precedent that would apply the law of any other jurisdiction.
(d) Entire Agreement. This Agreement, and the accompanying Exhibits which are incorporated by reference herein, constitute the entire understanding of the parties with respect the subject matter hereof, and supersedes all prior agreements and understandings, if any.
IN WITNESS WHEREOF, the parties have caused this, Agreement to be executed by their duly authorized representatives, to be effective as of the Effective Date set forth above.
EXHIBIT A
Marks licensed hereunder:
ProSource
EXHIBIT B
Standards and Rules concerning Display of Marks:
Member is specifically limited to the following usage of the Mark:
1. Member may display the word “Prosource” in block letters or in logo form once in or on Member’s web site. Any use of the Mark in logo form must be from artwork supplied by Prosource or approved in advance in writing by Prosource.
2. Any display of the Mark must be as follows: “We are a member of a Prosource Showroom near you; Prosource is the leading supplier of floorcovering products to the wholesale market and to trade professionals in North America. Click here to find out more about Prosource.”
3. Member may not vary the text of the display of the Mark without prior written approval from Prosource.
To agree to these terms and conditions and execute this agreement, please fill out the information at the bottom of this web page and check the “I agree” button.”