1) Licensed Use.

• Provided that you comply with all terms of this License Agreement, you are granted a non-exclusive, non-transferable right to use the images and data contained in the current version of Kwikee Systems solely for:
  1) advertising layout purposes only including, but not limited to, flyers, inserts, direct mailers, ROP ads, internal publications, coupons, kiosks, signs and labels, and in-store video systems, or
  2) shelf management applications, including planogramming, or
  3) e-commerce applications, including on-line shopping and web pages, or
  4) presentation applications, including Micorsoft® PowerPoint programs and sell sheets.

2) Restrictions On Use.

• You may not rent, lease, loan or sublicense images, disclaimers and/or data from this Internet site.
  
• You may not alter the images, disclaimers, and/or data on this Internet site or any notices or trademark designations that appear therewith. Retail application developers may not integrate the images and data in Kwikee Systems into websites, checkout systems, coupon dispensing machines, in-store electronic shopping carts or other similar uses without the express written consent of MultiAd.
• Images, logos, disclaimers and/or data or copies contained in Kwikee Systems may not be used or integrated into any other commercial image and data library service without the express written consent of MultiAd.
• Images, disclaimers and/or data, logos, coupons or copies contained in Kwikee Systems may not be made available to MultiAd competitors.
• The use and access of this Internet site outside the United States is prohibited.
• You may not use the images and data except as expressly authorized in this license.
  

3) Current Use.

• You agree to use only the current version of the images and data in order to preserve the current brand image being displayed by participating manufacturers. Replacement or additional passwords may be requested free of charge, by calling Customer Service at (309) 690-5230 or by filling out the Password Request form at: Request for Password

4) Copyrights, Trademarks And Other Intellectual Property.

• Except as otherwise provided in this Agreement and pre-existing agreements between MultiAd and its clients/licensors, you acknowledge that MultiAd or its licensor is the owner of all rights in the Kwikee Systems, including its copyright in the individual images and data and the original selection and arrangement of images and data. By accepting this Agreement, you agree that you shall not challenge MultiAd’s or its licensors’ rights, including its copyrights, in Kwikee Systems.
• Kwikee Systems is a registered trademark of MultiAd. All other applicable rights, patents, copyrights, trademarks and trade secrets in Kwikee Systems are and shall remain with MultiAd. All rights in the consumer packaged goods (CPG) product including, without limitation, copyright, trademark, trade dress and other intellectual property rights are and shall remain the property of the product manufacturer (MultiAd’s licensor). You agree to utilize the proper trademark designations (® for registered trademarks and ™ for unregistered trademarks) of these participating companies. You acknowledge the product manufacturer’s ownership of the trademarks, agree that you will do nothing inconsistent with or that may dilute such ownership, agree to use reasonable efforts to preserve the product manufacturer’s rights in the trademarks and agree that all uses of the trademarks by you shall inure to the sole benefit of the product manufacturer. You agree that the nature and quality of your use of the trademarks shall conform to the reasonable standards set by the product manufacturer. You agree to cooperate with the product manufacturer (and MultiAd) in facilitating the product manufacturer’s monitoring and control of the nature and quality of the use of the trademarks, and to supply MultiAd or the product manufacturer with specimens of use of the trademarks upon request. You shall comply with all applicable laws, rules, regulations, and customs with respect to your use of the trademarks, and shall notify Kwikee Systems or the product manufacturer promptly and in writing of any unauthorized use of the trademarks by any third party of which you have any knowledge. MultiAd or the product manufacturer shall have the sole right to bring any legal proceeding with respect to any such unauthorized use.
  

5) Disclaimer Of Warranty.

• MultiAd and its licensors disclaim all warranties, either expressed or implied, by operation of law or otherwise, including, but not limited to, any implied warranties or merchantability, fitness for a particular purpose, warranties against interference or against claims or interests of third parties or warranties against interference.
• Your sole and exclusive remedy for failure of performance of the images and data in Kwikee Systems or for any breach of this Agreement by MultiAd or its licensors is to notify MultiAd in writing of the failure of performance or breach within 90 days of receipt.
  

6) Termination.

• This license will terminate automatically if you fail to comply with any of the terms of this License Agreement, and on any such termination, you will cease to use any of the licensed images or data or related material. Upon termination you will be denied access to the Internet site. Either party to this Agreement may terminate this Agreement at any time.

7) Damages.

• In no event shall MultiAd or its licensors be liable for special, indirect, incidental or consequential damages in any way relating to the use, or arising out of the use, of Kwikee Systems, even if advised of the possibility of such damages.

8) General.

• You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms. Breach of the terms of this Agreement will cause MultiAd and its licensors irreparable damage.
  • Entire Agreement. This is the complete and exclusive statement of the agreement between you and MultiAd, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement.
  • Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Illinois. MultiAd’s licensors may enforce their license and intellectual property rights under this Agreement, and MultiAd and its licensors shall have the right to collect reasonable expenses incurred in enforcing this agreement, including reasonable attorney’s fees and court costs. You agree, if any litigation is filed to construe, interpret or enforce this Agreement, jurisdiction and venue thereof will be proper in Peoria County, Illinois, or the product manufacturer home office.