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BY ACCESSING AND/OR USING THE
FOLLOWING FILES, LINKS, SOFTWARE AND/OR OTHER INFORMATION
PROVIDED BY ENTERPRISE RENT-A-CAR COMPANY, YOU ACKNOWLEDGE: (1)
that you have reviewed, understood, and agree to be bound by the
following Terms & Conditions; (2) that the conduct of
accessing and/or using the aforesaid files, links and other
software and information constitutes evidence of your acceptance
of the Terms & Conditions; (3) that you have actual
authority to bind your company to the following Terms &
Conditions; and (4) that you understand that you have the
opportunity to decline to enter into this agreement.
To confirm the foregoing, please
scroll down and apply the URL. Otherwise click on the “Back”
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Terms & Conditions
1. Defined Terms:
In this Agreement, the following
expressions shall have the following meanings attributed to
them:
“Enterprise Trademarks” - the
trademarks, trade names or logos owned by or licensed to
Enterprise as identified by Enterprise in writing to the Partner
from time to time.
“Partner Trademarks” - the
trademarks, trade names or logos owned by or licensed to Partner
as identified by Partner in writing to Enterprise from time to
time.
“Signposting” - any material on
Partner’s Intranet Site which promotes Enterprise or its
affiliates and encourages visitors to access the Custom
Enterprise Web Site and which signposting material shall take
the form of one or more graphic representations, text,
hyperlinks including (without limitation to the generality of
the foregoing) “banner” or “pop-up” advertisements and which
will include a Hypertext Link.
“Enterprise” - Enterprise
Rent-A-Car Company.
“Partner” – Independent company
approved by Enterprise and who has entered into this Agreement
and who agrees to be bound by its Terms & Conditions.
“Hypertext Link” - an electronic
hypertext link permitting direct access from Partner’s Intranet
Site to the home page of the Custom Enterprise Web Site.
“Intranet Site” - Partner’s
private computer network used internally only by its company or
organization, and which is not accessible to the public.
“Custom Enterprise Web Site” –
The custom internet web site created by or for Enterprise at the
URL to which Partner is entitled to create a Hypertext Link(s)
using the Signposting from Partner’s Intranet Site, subject to
and in accordance with these Terms & Conditions.
“URL
http://www.enterprise.com/car_rental/deeplinkmap.do?bid=002&cust=41W0147
(or such other url as may be
notified to Partner from time to time by Enterprise in
accordance with these Terms & Conditions).
2. Use of Logos, Trademarks and Trade Names:
(a) Enterprise grants Partner
the revocable, non-exclusive, personal, non-assignable and
non-transferable right to display the Enterprise Trademarks, as
provided to Partner by Enterprise or approved by Enterprise, on
Partner’s Intranet Site strictly for the purpose of displaying
Signposting on Partner’s Intranet Site (but no other). Any
further use, reproduction, publication, transmission,
exploitation or communication of the Enterprise Trademarks is
expressly prohibited except with the prior written consent of
Enterprise. Partner expressly recognizes and acknowledges that
all right, title and interest in and to the Enterprise
Trademarks and/or the Signposting, as provided to Partner by
Enterprise or approved by Enterprise, or in and to any other
intellectual property rights of Enterprise, including but not
limited to copyright rights (hereinafter collectively referred
to as “Enterprise Property”), are vested in Enterprise and/or
its affiliates. Partner acknowledges Enterprise’s exclusive
right, title and interest in and to the Enterprise Property and
agrees that it will not at any time do or cause to be done any
act or thing contesting or in any way impairing or tending to
impair, in whole or in part, such right, title and interest.
Enterprise shall have the right to terminate this Agreement upon
notice to Partner in the event that Partner challenges the
validity of any of the Enterprise Trademarks or other Enterprise
Property or disputes Enterprise’s entitlement to or ownership of
the same. In connection with Partner’s display of the
Enterprise Property on Partner’s Intranet Site, Partner shall
not in any manner represent that it has any ownership of the
Enterprise Property, and Partner acknowledges that all use of
the Enterprise Property (including, for the avoidance of doubt,
any and all goodwill developed and/or associated with the
Enterprise Property) shall inure solely to the benefit of
Enterprise and/or its affiliates.
(b) Partner grants Enterprise
the revocable, non-exclusive, personal, non-assignable and
non-transferable right to display the Partner Trademarks, as
provided to Enterprise by Partner or approved by Partner, on the
Custom Enterprise Web Site as reasonably necessary in connection
with the operation of the Custom Enterprise Web Site for
Partner. Any further use, reproduction, publication,
transmission, exploitation or communication of the Partner
Trademarks other than in connection with the operation of the
Custom Enterprise Web Site is expressly prohibited except with
the prior written consent of Partner. Enterprise expressly
recognizes and acknowledges that all right, title and interest
in and to the Partner Trademarks, as provided to Enterprise by
Partner or approved by Partner, or in and to any other
intellectual property rights of Partner, including but not
limited to copyright rights (hereinafter collectively referred
to as “Partner Property”), are vested in Partner and/or its
affiliates. Enterprise acknowledges Partner’s exclusive right,
title and interest in and to the Partner Property and agrees
that it will not at any time do or cause to be done any act or
thing contesting or in any way impairing or tending to impair,
in whole or in part, such right, title and interest. Partner
shall have the right to terminate this Agreement upon notice to
Enterprise in the event that Enterprise challenges the validity
of any of the Partner Trademarks or other Partner Property or
disputes Partner’s entitlement to or ownership of the same. In
connection with Enterprise’s display of the Partner Property on
the Custom Enterprise Web Site, Enterprise shall not in any
manner represent that it has any ownership of the Partner
Property, and Enterprise acknowledges that all use of the
Partner Property (including, for the avoidance of doubt, any
and all goodwill developed and/or associated with the Partner
Property) shall inure solely to the benefit of Partner and/or
its affiliates.
3. Internet Linking:
Enterprise grants Partner the revocable, non-exclusive,
personal, non-assignable and non-transferable right to link its
Intranet Site to the Custom Enterprise Web Site by the
incorporation on Partner’s Intranet Site of Signposting provided
(or otherwise approved in writing) by Enterprise to Partner.
The link shall not bypass the home page of the Custom Enterprise
Web Site to link directly to any other page of the Custom
Enterprise Web Site or any of Enterprise’s other internet web
site(s), unless expressly agreed to in writing signed by
Enterprise. Partner agrees that the materials on its Intranet
Site shall not imply in any way that information or content from
the Custom Enterprise Web Site is maintained within Partner’s
Intranet Site and, in particular, shall not “frame” (nor permit
to be “framed”) any part of the Custom Enterprise Web Site
within any part of Partner’s Intranet Site. Without limiting
the generality of the foregoing, Partner will: (i) incorporate
Signposting provided (or otherwise approved in writing) by
Enterprise without modification or alteration into Partner’s
Intranet Site on pages which are relevant to Enterprise’s
products and services (the final positioning of which shall be
subject to prior approval in writing by Enterprise (not to be
unreasonably withheld or delayed), giving equal prominence to
all Signposting, each Hypertext Link and Enterprise’s brand(s)
as to any other providers of similar products and services
advertised on the same pages of Partner’s Intranet Site; (ii)
maintain all Signposting; (iii) promptly (and in any event
within 24 hours of receiving Enterprise’s request in writing or
(in the case of urgency) by telephone) modify the form, content
or position of Signposting if so requested by Enterprise; (iv)
not otherwise modify the form, content or position of the
Signposting without the prior written consent of Enterprise;
(vi) promptly change the URL within any Hypertext Link(s) in
order to change the Custom Enterprise Web Site to which it links
if so requested by Enterprise; (vii) give Enterprise not less
than two week’s written notice of any changes to Partner’s
Intranet Site which might affect the operation of (any of) the
Hypertext Link(s).
4. Quality Control:
In order to preserve the reputation and integrity of the
Enterprise Property, Partner agrees that it will maintain a high
quality standard for goods and services it provides in
connection its permitted use of the Enterprise Property
hereunder (including, for the avoidance of doubt, but without
limitation, Partner’s Intranet Site), in compliance with all
applicable laws and governmental regulations and in accordance
with best industry practice. Enterprise shall have the right
to inspect the quality of goods and services provided by Partner
in connection its permitted use of the Enterprise Property
hereunder to ensure that such quality standards are maintained.
Partner will follow all instructions of Enterprise with respect
to the use and display of the Enterprise Property as permitted
hereunder. In particular (but without limitation) Partner
shall: (i) immediately cease to use the Enterprise Trademarks
and/or other Enterprise Property upon written request by
Enterprise; (ii) follow any branding guidelines issued to
Partner by Enterprise (from time to time); and, (iii) shall not
make any warranty or representation in relation to or on behalf
of Enterprise (or any of its affiliates) including (but without
limitation) any warranty or representation that Enterprise (or
any of its affiliates) endorses or recommends the Partner, or
its products and/or services (including, for the avoidance of
doubt, but without limitation, Partner’s Intranet Site).
5. WARRANTIES: Partner
warrants to Enterprise: (i) Partner’s Intranet Site does (and
will) not link to or from any third party web site that contains
any material which infringes any statutory, legal or regulatory
requirements; is obscene, pornographic, offensive or defamatory
or otherwise might or will expose Enterprise (including any of
its affiliates) to any civil or criminal proceedings; and, (ii)
Partner’s Intranet Site does (and will) not contain any material
which infringes the intellectual property rights of any third
party.
Enterprise makes no warranties, express or
implied, with respect to the Enterprise Property, Partner’s use
of the Enterprise Property, the Custom Enterprise Web Site or
the link from Partner’s Intranet Site to the Custom Enterprise
Web Site. Enterprise shall not be responsible for any
technical, hardware, or software failures of any kind, lost or
unavailable network connections, or failed, incomplete, garbled,
or delayed transmissions from or to the Custom Enterprise Web
Site.
Save as expressly provided in these Terms
and Conditions, all warranties, conditions or other terms
implied by statute, common law or otherwise are excluded to the
fullest extent permitted by law.
6. Termination: This
Agreement shall commence upon the date it is entered into by the
parties and shall continue until terminated in accordance with
these Terms and Conditions. At its sole discretion and at any
time, either party may terminate this Agreement by notice in
writing to the other. Upon termination of this Agreement for
any reason, Partner shall immediately remove any Signposting or
other Enterprise Property from its Intranet Site and all rights
in relation to such signposting or other Enterprise Property
(including, for the avoidance of doubt, the Enterprise
Trademarks) shall immediately cease.
7. Indemnification: Partner
will, at its sole cost and
expense, indemnify, defend and hold harmless Enterprise
and its direct and
indirect shareholders, subsidiaries and affiliates and their
respective directors, officers, employees, agents, contractors
and insurers (each an “Enterprise Indemnified Party”)
from and against any
claims, liabilities, suits and/or proceedings (each a “Claim”)
made or brought by any third party against any Enterprise
Indemnified Party, including, without limitation, reasonable
attorney’s fees, costs, judgments, awards, settlement amounts
and expenses with respect thereto, to the extent that such Claim
is based on a claim, suit and/or proceeding that (a) relates to
goods or services sold or provided by Partner and/or
(b) arises out of Partner’s breach of any representation,
warranty, term or condition of this Agreement.
8. Independent Contractors:
It is agreed and understood that Enterprise and Partner are
independent contractors and that neither of these parties is an
agent or employee of the other party. Neither of the parties
has a proprietary interest in the other party, and neither of
the parties has an interest in the business of the other party,
except to the extent set forth in this Agreement. Nothing in
this Agreement shall be construed as creating a partnership
between the parties.
9. Governing Law:
The validity, construction and performance of this Agreement and
the legal relations among the parties to this Agreement shall be
governed by and construed in accordance with the laws of the
State of Missouri without regard to any conflict of laws
principles.
10. Choice of Language:
The parties confirm their express wish that this Agreement and
any related documents be drawn up in the English language.
Any questions regarding these Terms &
Conditions should be directed to Renee Reuter, Manager of
Trademarks and Intellectual Property, Enterprise Rent-A-Car
Company, 600 Corporate Park Drive, St. Louis, Missouri 63105.
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