You must agree to Spyderco's Terms and Conditions to download and use Spyderco's Photography.
Terms and Conditions:
SPYDERCO, INC. LICENSE AGREEMENT - ART THIS AGREEMENT is by and between Spyderco, Inc., a Colorado corporation, 820 Spyderco Way, Golden, Colorado 80403 ("Spyderco") and email / document recipient ("LICENSEE"). This Agreement shall become fully binding, effective and enforceable upon complete execution of the signature blocks provided below ("Effective Date"). WHEREAS, Spyderco owns a number of artistic and/or graphic representations of its trade dress and/or trademark protected products, including knives, original copyright protected textual materials and various trade names, trademarks and/or service marks for use in connection with knife and related products ("Art"). Spyderco has placed representative examples of the Art on a computer readable media for easy access and use in the creation of advertising literature and other such similar materials. WHEREAS, Spyderco is willing to allow use of its Art by Licensee under appropriate terms and restrictions. WHEREAS, LICENSEE is desirous of obtaining the rights to use Spyderco's Art as represented on the compact disk. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth below, the sufficiency of which are hereby acknowledged, and other good and valuable consideration, the parties agree as follows: 1.0 Spyderco grants Licensee a non-exclusive, non-transferable, right and license to use in the United States, in connection with its Spyderco product advertising activities, the Art, pursuant to the obligations and restrictions provided below. 2.0 Licensee shall pay Spyderco $0.00 for the license granted in paragraph 1.0. 3.0 Licensee shall use the Art only as directed by the policies attached as Exhibit 1, which are incorporated by reference. The policies can be updated, modified, amended and/or added to, at Spyderco's sole discretion. Licensee will fully comply with any updated, modified, amended and/or added policies within 30 days of receipt from Spyderco. 4.0 Spyderco shall have the sole right to approve or disapprove any use of the Art by Licensee. Licensee can seek pre-approval of any advertisement or other type of material intended to be exposed to any member of the purchasing public (collectively "Advertisement") using the Art, by submitting the Advertisement to Spyderco at least 30 days prior to the Advertisement being published to any third party. Spyderco shall then have 30 days within which to review the Advertisement and render a decision concerning the Licensee's proposed use of the Art. Unless a proposed use is authorized, in writing, within 30 days of receipt by Spyderco, the Advertisement will be automatically deemed disapproved. In the event Licensee does not seek pre-approval for any Advertisement using the Art and Spyderco disapproves of the Art usage, Licensee shall immediately withdraw from publication, within no more than 24 hours of having been notified by Spyderco that the Advertisement is disapproved. 5.0 Any notice required to be given pursuant to this Agreement shall be in writing and delivered: (1) by certified or registered mail, return requested; or (2) delivered by a recognized national overnight courier service, to the addresses set forth in the signature blocks provided below. 6.0 Licensee warrants that all Advertisements using the Art will be suitable for their intended purpose and that such Advertisements will be distributed in strict compliance with all applicable laws and regulations. 7.0 Licensee shall not acquire any rights, including trademark, trade dress, service mark, copyright or otherwise, in and to the Art by reason of Licensee's use of the Art under this Agreement or otherwise and Licensee shall not attempt to obtain any trademark, service mark, copyright or other type of registration in its own name therefore. Licensee further agrees not to dispute, directly or indirectly, during the term of this Agreement of thereafter, the validity of any intellectual property rights in and to the Art or Spyderco's ownership of the Art. Licensee hereby irrevocably assigns and transfers to Spyderco any and all rights that Licensee may have with respect to the Art, including without limitation all goodwill associated therewith. 8.0 Licensee agrees not to use and hereby waives and disclaims any rights to use of the Art beyond the limited right to use herein granted. Licensee further agrees not to use the Art as all or part of Licensee's corporate name, trade name or other business name, or the name of any other legal entity in which Licensee has a direct or indirect interest. 9.0 All rights, including trademark, trade dress or service mark rights and goodwill associated therewith, developed in connection with the use of the Art by Licensee shall inure to the sole benefit of Spyderco. Licensee shall execute all such documents as may be reasonably requested by Spyderco at any time to perfect and establish Spyderco's exclusive rights in and ownership of the Art. 10.0 Licensee shall release, hold harmless, indemnify and defend Spyderco from and against any and all loss, liability, claims, legal action, costs and legal fees arising from or relating to its use of the Art. Spyderco shall control, with Licensee's reasonable cooperation, all legal actions arising from or relating to use of the Art by Licensee and all decisions, including without limitation any settlement, relating to the Art to be made by Licensee must first be approved by Spyderco. 11.0 Spyderco shall have the right to immediately terminate this Agreement by giving written notice to Licensee in the event Licensee does any of the following: (a) fails to carry on diligently and in good faith the endeavors contemplated herein, including, without limitation, the distribution, delivery, marketing or sale of disapproved Advertisements using the Art; or (b) files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if the Licensee discontinues its business, or a receiver is appointed for the Licensee of for the Licensee's business and such receiver is not discharged within thirty (30) days; or (c) fails, after receipt of written notice from Spyderco, to discontinue distribution of sale of Advertisements utilizing the Art which do not comply with the quality terms of the Agreement. 12.0 Upon termination of this Agreement, all of Licensee's rights under this Agreement shall forthwith terminate and immediately revert to Spyderco and Licensee shall immediately discontinue all use of the Art. 13.0 This Agreement shall be governed in accordance with the laws of the State of Colorado 14.0 Nothing contained herein shall be construed as a joint venture or shall make one party the agent of the other party. 15.0 This Agreement and the licensed rights herein granted are personal to Licensee; are non-transferable by Licensee; do not convey any right to Licensee to sublicense others; and shall not inure to the benefit of any successor in interest of Licensee. This Agreement shall be binding upon and inure to the benefit of Spyderco's successors and assigns, should Spyderco elect to make an assignment of its rights under this Agreement. 16.0 This Agreement shall constitute the entire Agreement between Licensee and Spyderco with respect to the subject matter hereof; shall supersede all other previous negotiations, commitments and writings; shall not be modified or altered in any manner except by a written instrument duly executed by the parties hereto. IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to duly executed in duplicate as follows: EXHIBIT 1 When using Spyderco's Art, as represented on the to-be-provided computer readable media, Licensee shall strictly adhere to the following guidelines: 1. No Art shall be modified in any manner or form from that provided on the version received, except for sizing of the Art to fit the Licensee's needs or purposes. 2. When using a Spyderco trademark or service mark that consists of a word or phrase, the mark can be sized no larger than 1/2 the size of the Licensee's main house marks. 3. Licensee shall only use the Art in such a way as to convey to the public that Licensee is an authorized distributor of original Spyderco products. 4. The Art will only be used on or in connection with print and internet advertisements and CANNOT be used on any product packaging. 5. The Art will not be used in any way that would objectively disparage or degrade Spyderco or any of its products.