HAUPPAUGE LOGO AGREEMENT

Logos provided:

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THIS CLICK-THROUGH AGREEMENT (THIS “AGREEMENT”) IS BETWEEN HAUPPAUGE COMPUTER WORKS INC. (“HAUPPAUGE”) AND YOU.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY).

BY CLICKING ON THE “ACCEPT” BUTTON ABOVE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, HAUPPAUGE IS UNWILLING TO LICENSE "HAUPPAUGE LOGOS" (AS DEFINED BELOW) TO YOU, AND YOU MUST CLICK ON THE “DO NOT ACCEPT” BUTTON ABOVE.

THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE UPON WHICH YOU CLICK THE “ACCEPT” BUTTON BELOW. FOR THE PURPOSE OF THIS AGREEMENT, YOU AND, IF APPLICABLE, SUCH COMPANY (OR OTHER ENTITY) CONSTITUTES “CHANNEL OWNER”.

Subject Matter of this Agreement
Hauppauge will allow Hauppauge trademarked logos to be used by Channel Owner and Channel Owner desires to display these Hauppauge trademarked logos on Internet sites owned by Channel Owner and/or during Gaming Events which Channel Owner participates in.

NOW, THEREFORE, Hauppauge and Channel Owner agree as follows:

1. Definitions.

  1. “Hauppauge Logos” means the ‘Recorded with HD PVR 2’, ‘Sponsored by Hauppauge’ and ‘Powered by Hauppauge’ logos and other logos and intro videos as Hauppauge decides to release to Channel Owner.
  2. “Channel Owner” means the person who controls the content of a Channel Owner site.
  3. “Channel Owner site” means any Internet site where Channel Owner has the ability to control the content of the site and where Channel Owner can place and remove Hauppauge Logos. Channel Owner sites include but are not limited to YouTube channels, Twitch channels, blogs or any other site accessable through the Internet.
  4. “Gaming Event” means a live or recorded gaming event where Channel Owner or members of a Channel Owner clan participate.

2. License.

  1. Subject to the terms and conditions set forth in this Agreement, Hauppauge grants Channel Owner a non-exclusive, world-wide right to use Hauppauge Logos on a Channel Owner site or on gear used in a Gaming Event.
  2. Hauppauge will deliver Hauppauge Logos in an electronic form.

3. Restrictions.

  1. Channel Owner will not cause or permit unauthorized copying, or reproduction of Hauppauge Logos, or the delivery or distribution of any part thereof to any third person or entity, without the prior written permission of Hauppauge.
  2. Channel Owner will not transfer the ownership of any Channel Owner Internet site which has a Hauppauge logo displayed to a third party without the permission of Hauppauge.
  3. If a Channel Owner is transferring the ownership of any Channel Owner Internet site and does not have the permission of Hauppauge to transfer the Channel Owner Internet site, Channel Owner must remove the Hauppauge Logos before transferring the site to the third party.
  4. Channel Owner will not use Hauppauge Logos on sites where offensive material is displayed.
  5. Hauppauge reserves the right to Terminate this agreement under paragraph 11. Termination if it determines that the content of any Channel Owner Internet Site is not an acceptable place to display Hauppauge Logos.
  6. Channel Owner shall not seek to register the Hauppauge Logos under any patent or copyright, or register Hauppauge’s trade name or trademarks, except as may be requested by or consented to in writing by Hauppauge.  Should Channel Owner register any copyright or trademark of the Hauppauge Logos without the written consent of Hauppauge, such registration shall automatically be deemed to inure to the benefit of Hauppauge. Channel Owner should undertake all necessary actions to transfer the title of the registration to Hauppauge.

4. Copyright and Attribution. 

  1. Channel Owner acknowledges that the Hauppauge Logos and all supporting documentation constitute valuable property of Hauppauge and that all title and ownership rights in the Hauppauge Logos and related materials remain exclusively with Hauppauge. 
  2. In all places where Hauppauge Logos are used, Channel Owner shall include a copyright notice: "Hauppauge and HD PVR are trademarks of Hauppauge Computer Works Inc."  This copyright notice may be placed with other copyright notices, including Channel Owners own copyright notice, or in any reasonably visible location on the Internet site where used.

5. Payment / Fee

  1. There is no fee for the use of Hauppauge Logos under this Hauppauge Logo Click-through Agreement.

6. Warranty.

  1. Channel Owner shall not make any representations or warranties regarding Hauppauge Products without Licensor’ prior written consent.

7. Warranty Disclaimer.

  1. Except as expressly set forth herein, neither party makes any warranties or representations with respect to the subject matter of this agreement, and each party hereby disclaims all other warranties, express or implied, including but not limited to, warranties of merchantability and fitness for a particular purpose.

8. Limitation of Liability.

  1. Notwithstanding anything else in this agreement or otherwise, Hauppauge will not be liable or obligated with respect to any subject matter of this agreement or under any contract, negligence, strict liability or other legal or equitable theory for any special, indirect, incidental or consequential damages.

9. Indemnity.

  1. Channel Owner agrees to indemnify and hold Hauppauge harmless from any and all claims, damages, liabilities, settlements, attorneys’ fees and expenses, as incurred, arising out of any third party claim that the Channel Owner infringes, violates or misappropriates any intellectual property or other third party right.

10. Transfer.

  1. The rights granted under this agreement are not transferable.

11. Termination. 

  1. Hauppauge may terminate this agreement at any time for any reason (“Termination for Convenience”). Within 15 days of termination, Channel Owner will remove Hauppauge Logos from any places where logos are placed.

12. Miscellaneous. 

  1. Any waivers or amendments will be effective only if made in writing. 
  2. If any provision of this Agreement is unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
  3. The courts of New York shall have non-exclusive jurisdiction for any dispute arising in connection with this agreement.