Resource Library Agreement

LICENSED MATERIALS

Kao New Zealand Ltd. ("Company"), makes certain marketing and advertising materials (the "Materials") related to its GOLDWELL^®, KMS^®, and ORIBE^® brands available to authorized clients and distributors (each a "Licensee") for use in promoting the availability of GOLDWELL, KMS, and ORIBE hair care services and products at Licensee's location. The Materials may only be used in the form provided and in accordance with these Terms of Use. Except as noted in the GUIDELINES (below), the images and templates may not be modified or altered in any way without the prior written permission of the Company. You must accept these Terms of Use before you will be granted access to the Materials.

By downloading one or more of Materials, you agree to be bound by the TERMS OF USE and GUIDELINES set forth below and to discontinue use of the Materials after the expiration date indicated for the relevant Material(s), the date that these usage rights expire (the usage expiration date is also noted in the file name if applicable).

TERMS OF USE

Company grants Licensee a non-transferable, non-exclusive, royalty-free limited license to use the Materials. Any use of the Materials must be accompanied by a notice that clearly indicates that the Materials, including trademarks or distinctive brand features of the brands, are used with the permission of Kao USA Inc. Any use of the Materials provided hereunder must also include the appropriate brand logo(s)—Goldwell, KMS and/or ORIBE.

Credit should read as: "Image courtesy of Kao New Zealand Ltd”.

Brand logos to be used: 

Company reserves the right in its sole discretion to terminate or modify your permission to display the Materials and to take action against any use that does not conform to these terms and conditions, infringes any Company intellectual property or other right, or violates applicable law.

Except as set forth above, nothing herein grants or should be deemed to grant to you any right, title or interest in or to the Materials. Your use of the Materials will inure to the benefit of Company. You agree not to challenge or assist others to challenge the Materials (except to the extent such restriction is prohibited by applicable law), and you agree not to register or attempt to register any domain names, trademarks, trade names, or other distinctive brand features that are confusingly similar to those of Company.

You may not assign your rights or delegate your obligations under this Agreement without Company's prior written consent. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. This Agreement will be governed by and construed in accordance with the laws of New Zealand, without regard to conflict of law principles. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. The waiver by Company of a breach of any provision hereof shall not be taken or held to be a waiver of the provision itself. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. These Terms of Use and the Guidelines constitute the entire agreement between the parties with respect to the subject matter hereof.

The Materials are provided "as is" and Company disclaims any warranties either expressed or implied by law regarding the Materials, including warranties of non-infringement.

Furthermore, because you are not being charged for use of the Materials, in no event shall Company be liable to you for the subject matter of this Agreement under any theory of liability including for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages arising out of this Agreement or the use of the Materials. This limitation shall apply even if Company was or should have been aware or advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy stated herein. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Rules for proper usage

When you use any of our Materials, you must always follow the usage guidelines ("Guidelines") outlined below. In addition, if we provide you with written requirements as to the size, typeface, colors, and other graphic characteristics of the Materials, you must implement them before using our Materials. If we provide these requirements to you after we initially gave our permission, you must implement them within a commercially reasonable timeframe.

GUIDELINES

Things you must do when given permission to use a Materials:

• Use only Company-approved artwork when using Company's logos.
• Include the appropriate brand logo(s) in any execution of the Materials.
• If you are using a Company trademark, distinguish the trademark from the surrounding text in some way. Capitalize the first letter, capitalize or italicize the entire mark, place the mark in quotes, use a different type style or font for the mark than for the generic name.
• Use the trademark only as an adjective, never as a noun or verb, and never in the plural or possessive form.
• Use a generic term following the trademark, for example: GOLDWELL® Shampoo, KMS® products, etc.
• If you are using Social Media Content, you can edit and customize the text portion provided you do not alter any product claim, add a product claim that is not substantiated, or attribute the content to any third party.

Things not permitted:

• Don't remove, distort or alter any element of a Company trademark.
• Do not shorten, abbreviate, or create acronyms out of Company trademarks.
• Don't use Company trademarks in a way that suggests a common, descriptive, or generic meaning.
• Don't display Materials or use Company trademarks or logos in a manner that is in Company's sole opinion misleading, unfair, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Company.
• Don't display a Company trademark or logo on a site that violates any law or regulation.
• Don't incorporate Company trademarks into your own product name, service names, trademarks, logos, or company names.
• Don't adopt marks, logos, slogans, or designs that are confusingly similar to Company trademarks or Materials.