MEDIA PORTAL AGREEMENT
This Agreement and License (“Agreement”) is between Veramendi Development Company, LLC, a Texas limited liability company and ASA Properties LLC, a Texas limited liability company (collectively “Company”) and you (“You”) and governs Your access to and use of Company’s Media Portal (“Portal”) and the marketing assets available therein, including but not limited to Company’s brand guidelines, marketing brochures, plans, renderings, and schematics, logos, images, and video content (collectively “Assets”). By accessing the Portal, You acknowledge that You have read this Agreement and agree to be bound by the Agreement and the terms and conditions set forth herein.
Purpose. Subject to Your acceptance of this Agreement, Company’s Portal and the Assets are being made available to You to use for marketing purposes in connection with Your and Company’s common business interests (“Purpose”).
Ownership. The Portal and Assets therein are owned by Company, and this Agreement does not assign, transfer, or grant any ownership right in any Assets to You. Company retains all right, title, and interest in and to the Assets, and any right not granted to You herein is reserved by Company.
License. Company grants to You a non-exclusive, non-transferable, and non-sublicensable license to reproduce, perform, display, transmit, and distribute the discrete creative work Assets, such as the article, photograph, or video Assets (“Content Assets”); and a limited, non-exclusive, non-transferable, non-sublicensable, and royalty-free license to Company’s trademark, trade name, service mark, design, and logo Assets (“Mark Assets”). The licenses (collectively “Licenses”) are granted solely to You in connection with the Purpose and are subject to the restrictions, terms, and conditions set forth or referenced in this Agreement. You shall not create any derivative works based on the Assets or modify any Assets without Company's prior written consent. All use of the Assets shall inure to the benefit of Company.
Representations and Warranties. You represent and warrant that: (a) You have the authority to enter into this Agreement; (b) Your use of the Portal and Assets will comply with all applicable laws, rules, and regulations; (c) You will not use the Portal or Assets in any manner that infringes or violates any third-party rights; and (d) all information You provide to Company is accurate and complete.
Useand Restrictions. You agree to use Company’s Portal and Asset(s), including but limited to the Mark Assets, and Content Assets, in accordance with this Agreement and with the usage guidelines and quality control standards provided by Company from time to time and/or available in the Portal (“Guidelines”). Company’s Guidelines are subject to change from time to time and at the sole discretion of Company. You further agree not to share Your Portal login credentials with unauthorized persons; copy, distribute, or modify any Asset without written permission; use the Portal for unlawful purposes or in violation of applicable laws; or use any Assets in a manner that disparages or harms Company’s reputation or goodwill. Company reserves the right to modify, restrict, and otherwise limit Your access to the Portal and/or to the Assets at any time. Company shall have the right to audit Your use of the Assets upon reasonable notice to ensure compliance with this Agreement.
Disclaimer of Warranties. The Portal and Assets are provided “as is” without warranty of any kind, whether express or implied. Company expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of third-party rights, accuracy, and completeness.
Limitation of Liability. To the maximum extent permitted by law, Company and Company’s members, managers, officers, employees, agents, and affiliates are not liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising from Your use of the Portal and/or Asset(s), including but not limited to lost profits, lost revenue, loss of data, or business interruption, regardless of the theory of liability and even if Company has been advised of the possibility of such damages.
Indemnification. To the maximum extent permitted by law, You agree to indemnify, defend, and hold harmless Company and/or Company’s members, managers, officers, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to the Portal and/or Assets and Your: (a) use of the Portal or Assets; (b) breach of this Agreement; (c) violation of any law, rule, or regulation; or (d) violation and/or infringement of any third-party rights, including intellectual property rights.
Termination. Company may suspend or terminate Your access to the Portal and to any Asset at any time, for any reason or no reason, with or without notice, at Company’s sole discretion. Your rights under this Agreement and the License granted herein will terminate automatically without notice from Company if you fail to comply with any term(s) or condition(s) of this Agreement. In such event, no notice shall be required by Company to effect such termination. Upon termination of this Agreement, You shall cease all use of any and all Assets and destroy all copies, full or partial, together with all backup copies, modifications, printed or written materials, and merged portions in any form.
No Assignment. You may not assign, transfer, or delegate this Agreement or any of Your rights or obligations hereunder without Company’s prior written consent. Any attempted assignment without such consent shall be void.
Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Comal County, Texas, or the Western District of Texas, and You irrevocably consent to the personal jurisdiction and venue of such courts.
Survival and Severability. The provisions of this Agreement that by their nature survive termination, including but not limited to the above Ownership, Confidentiality, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law and Venue, and this Survival provision, shall survive termination. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and such invalid, illegal, or unenforceable provision shall be reformed to the maximum extent possible to reflect the intent of the parties.
