In material consideration for being a distributor or retailer of goods designed, manufactured and/or sold by Luxury Brands, LLC (“FHI”), you agree to comply with FHI’s Intellectual Property Usage Guidelines (“Guidelines”). Your sale of goods designed, manufactured and/or sold by FHI (“Goods”) is your agreement to comply with these Guidelines.
These Guidelines, and any amendments to the Guidelines, are in effect for as long as you are an authorized seller of Goods (“Term”).
FHI may change these Guidelines at any time and will provide you with an updated copy of these Guidelines.
The trademarks owned or used by FHI, as well as any other trade dress owned by or used by FHI are the “Trademarks”. FHI routinely creates photographs and images of FHI’s products, goods and clients (“Photographs”) used to promote, market and/or sell FHI’s Goods. FHI sometimes grants its retailers limited licenses to access and use the Photographs solely to promote the Goods. Based on your relationship with FHI, your company is being granted a non-exclusive, limited, revocable license to use the Photographs, strictly subject to your compliance with these Guidelines.
If you do not agree with these Guidelines, you cannot use or access the Photographs and you may only use the Trademarks as reasonably necessary to sell genuine Goods.
In the event any Trademarks are licensed to FHI, the trademark owners’ terms and conditions take precedence over these Guidelines and you understand and agree that the trademark owners’ terms and conditions may be more restrictive than these Guidelines.
Email. During and after the term, you will not use any Trademarks in connection with an email account without FHI’s prior written approval. If you set up an email account incorporating the Trademarks, you will do so only as an agent of FHI, and you assign and will assign and transfer the email account and any passwords to FHI at FHI’s request. If you fail to assign and transfer the email account and any passwords to FHI within a reasonable time from FHI’s request, you hereby grant FHI a limited Power of Attorney to transfer the email account and will execute any documents reasonably necessary to effect the transfer.
Websites, Domain Names and Keywords. During and after the Term, you will not use any Trademarks in connection with any websites, domain names and/or keywords without FHI’s prior written approval. If you register or use any websites, domain names or keywords incorporating the Trademarks, you do so only as an agent of FHI, and you assign and will assign and transfer the websites, domain names and keywords, and any passwords to FHI at FHI’s request. If you fail to assign and transfer a website, domain name and/or keyword, and any passwords to FHI within a reasonable time from FHI’s request, you hereby grant FHI a limited Power of Attorney to transfer the website, domain name or keyword and you will execute any documents reasonably necessary to effect the transfer.
Social Media Account. If you register any social media accounts incorporating the Trademarks (i.e. a Twitter account or a Facebook account), you may only use the account during the Term. After the Term, you must transfer the account, and any passwords, to FHI. You assign and will assign and transfer the social media account to FHI at FHI’s request at any time after the Term. If you fail to transfer and assign any social media accounts, and any passwords, to FHI within a reasonable time from FHI’s request, you hereby grant FHI a limited Power of Attorney to transfer the social media account and you will execute any documents necessary to effect the transfer.
Trademarks Applied to Goods. You will not alter or modify the Trademarks as applied directly to the Goods or on any goods. You will not use the Trademarks in any way in connection with any goods that are not from FHI.
Advertising and Promotion of Goods. If you use the Trademarks in any way and FHI believes that the use does not represent the quality of the brand, FHI will advise you to remove and/or modify the use of the Trademarks. You must comply with any such request within five (5) business days of notice from FHI.
Unauthorized Sales of Goods: If you offer to sell or sell goods that are not Goods under or in connection with the Trademarks/Photographs, or goods that were not sold to you with FHI’s express authorization under or in connection with the Trademarks/Photographs, the Term will immediately end.
Use of Trademarks After Term: You will cease all uses of the Trademarks as soon as the Term has ended, whether by expiration or termination. You will not make any further use of the Trademarks after the Term has ended.
Use of Similar Trademarks. During or after the Term, you agree not to use any trademarks or trade dress that is confusingly similar to any of the Trademarks.
Modifications. You agree to use the Trademarks only as set forth herein. All rights in and to the Trademarks are retained exclusively by FHI. Any of my use of the Trademarks inures to the benefit of FHI. You will not modify, change or alter the Trademarks or the Photographs or any uses of the Trademarks or Photographs.
Limited Use. You will only use the Photographs and the Trademarks in connection with the promotion, offering for sale or sale of the Products.
Cessation of Use. Upon receipt of written notification from FHI, you will immediately stop all use of the Photographs and the Trademarks and remove all Photographs and Trademarks from any marketing or promotional materials or websites.
Ownership. You agree that, as between you and FHI, FHI owns all right, title and interest in and to the Photographs and the Trademarks and any derivatives of the Photographs.
License. You agree that you are using the Photographs and the Trademarks under a limited license from FHI and any of your use of the Photographs and Trademarks inures to the benefit of FHI.
Not Transferrable. You will not share access to the Photographs or the Trademarks with any third party without FHI’s prior written approval.
Restriction and Termination. FHI may restrict or terminate your access to the Photographs and Trademarks at any time.
