1.1. Shift Crypto AG, ("Company", "we", "us", "our"), manufactures and sells the BitBox (TM) hardware wallet. We hereby grant to approved parties ("you", "your", "yours") a limited, non-exclusive, royalty-free license to use our logos, names, and approved product photos ("branding") in your company’s advertising, literature and websites solely in connection with the marketing and resale of our products.
1.2. To be granted a license, you acknowledge acceptance of the Use of Branding Agreement by sending written (email) communication to the Company that (i) states "I/We agree to the terms and conditions of Shift Crypto AG's Use of Branding Agreement", (ii) provides your company's name, address, and primary contact information, and (iii) provides information about how the logos and/or names will be used.
1.3. The license granted by this Agreement shall commence upon the date we acknowledge receipt and acceptance of the information provided in 1.2. The license will continue until terminated as provided below.
1.4. Only parties who accept this Agreement in its entirety may be granted a license. Exceptions to the Agreement must be agreed in writing.
2.1. You agree to use our branding in strict conformity with the standards set forth here. You acknowledge and agree that it is your responsibility to remain informed about, and to immediately comply with, any changes we may make in the standards that affect your use of our logos and names. Any exceptions must be approved by us in writing.
2.2. You agree to not modify our branding, including overlaying or underlaying other content, in any way. Overall size may be changed if the conditions of 2.3 are met and the orginal aspect ratio is maintained.
2.3. Our branding shall be displayed approximately NO SMALLER than the equivalent branding of other products that are displayed on shared media. Shared media includes all sets of digital and physical documents that can be manually or automatically turned, scrolled, paged, rotated, or similarly grouped.
2.4. Our branding may NOT be used on business cards, badges, clothing, hats or any type of apparel, or any object or product typically used in connection with company identification.
2.5. Use of our branding in any form, including both visual and audial communication, must comply with local, national, and international law. You are solely responsible for ensuring that your practices comply with all applicable laws. This Agreement is in no way a substitute for legal advice.
2.6. You may not assign, sub-license, or transfer in any means the license granted by this Agreement.
2.7. No person associated or affiliated with your company may make or imply any representation that they are a Shift Crypto AG employee or agent. You will have no authority to make or accept any offers, warrants, or representations on our behalf.
2.8. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this Agreement. Other than the rights granted in this Agreement, each party retains all right, title, and interest to its respective rights, and no right, title, or interest is transferred to the other.
2.9. Our branding may not be used in any manner, including marketing material and website content or URLs, which leads third parties to believe you are the Company or an affiliated business of the Company. You shall clearly state and display the name of your business and provide appropriate contact information in any medium where you use our branding.
2.10. Upon request, you shall furnish to Shift Crypto AG, without charge, samples of materials which feature our branding. We shall have the right of approval over such items by giving written notice to you, within twenty (20) days of receipt of the samples, of such reasonable changes or corrections as may be necessary to comply with reasonable quality concerns. You shall make and incorporate said changes or corrections. Our failure, following receipt of samples, to give notice of any such changes or corrections shall constitute approval by Shift Crypto AG.
2.11. If Shift Crypto AG, in its sole discretion, determines that any materials used, sold, distributed or offered for sale or distribution by you under this Agreement are unsatisfactory to Shift Crypto AG, either based on the quality of the materials themselves or the depiction of the branding on the materials, then we shall notify you in writing. Upon receipt of this notification, you shall have thirty (30) days to implement reasonable changes according to our suggestion, ensuring that the materials are satisfactory.
(3) You hereby represent and warrant to us that you (i) have the right, power and authority to enter into this Agreement and to perform your obligations as set forth herein; (ii) are under no obligation or restriction that does or would interfere or conflict with your obligations under this Agreement, nor will you assume any such obligations or restrictions during the term hereof; and (iii) the information provided by you in connection with this Agreement is true, correct and complete.
4.1. Shift Crypto AG may, in its sole discretion, terminate this Agreement or modify your license to use our branding at any time upon written notice to you. Upon termination of this Agreement, you shall immediately cease any and all use of our branding or any trademarks confusingly similar to our branding.
4.2. You may terminate this Agreement at any time upon thirty (30) days prior written notice to us.
4.3. You agree that upon termination of the Agreement, for any reason, the Company and associated partners bear no responsibility for any loss or damages caused by the termination.
4.4. Unless renewed by mutual agreement of the parties, this Agreement shall expire one (1) year from the Agreement commencement date.
(5) Shift Crypto AG DISCLAIMS ANY AND ALL WARRANTIES THAT MAY BE EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO OUR BRANDING OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AGAINST INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND AGAINST ALL CLAIMS AND LIABILITIES ARISING OUT OF YOUR USE OF OUR BRANDING. Shift Crypto AG MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF THE COMPANY'S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
(6) Shift Crypto AG WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE LACK OF A REQUIREMENT OF ANY MONETARY PAYMENT HEREUNDER IS BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(7) You hereby agree to indemnify and hold harmless Shift Crypto AG, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any misrepresentation or breach of your representations and warranties set forth in this Agreement; and (ii) any non-compliance by you with any agreements or undertakings contained in or made pursuant to this Agreement.
(8) All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
(9) This Agreement shall be governed by and construed in accordance with the laws of the Company's domicile, Zurich, Switzerland, without regard to the conflicts of laws provisions thereof. The parties hereby submit to the exclusive jurisdiction of, and any action or suit under this Agreement shall only be brought by the parties to, courts with jurisdiction in Zurich, Switzerland.
10.1. The Agreement does not constitute any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and the Company. You will have no authority to make or accept any offers, warrants, or representations on our behalf. You will not make any statement, whether on your site or otherwise, that contradicts this section.
10.3. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
10.4. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
10.5. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
10.6. No waiver by either party of any breach of any provision of this Agreement shall constitute a waiver of any concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing by the waiving party.