Hyperlink License Agreement
Subject to the following terms and conditions of this Hyperlink License Agreement ("License"), The CMI Group, Inc., acting on its own behalf and on behalf of each of its subsidiaries and affiliates (collectively referred to as "CMI"), will grant you a nonexclusive, royalty free, non-transferable license to create a hyperlink from your Internet Website to our Website (the "Link") and/or use The CMI Group, Inc. logo displayed below (the "Link Logo"). Except as expressly provided in this License, all rights to CMI's intellectual property are specifically reserved. To indicate your acceptance of the terms and conditions contained in this License, please click the button marked "I Accept" at the end of this Agreement.
Form of Link.
1. Form of Link. You may only Link to our home page at: www.thecmigroup.com. You may not frame the CMI Website or modify or alter the content or manner of display of CMI's Website.
2. Proprietary Marks. The CMI name, Link, and Link Logo contain CMI's proprietary logos, trademarks, and service marks (collectively, "CMI Marks"). The CMI Marks may not be modified or altered in any way. You may not use the CMI Marks:
- To imply sponsorship or endorsement by CMI;
- To disparage CMI, its product or services;
- In connection with any products or services that in CMI's sole judgment may diminish or damage the goodwill in the CMI Marks, including, but not limited to, use of the CMI Marks in connection with objectionable material;
- In such a way that the CMI marks are displayed more prominently than the name/logo of your company; or
- To infringe CMI's intellectual property rights or violate any state, federal, or international law.
3. Trademark Notice. The following notice shall be included on the Web page in which the Link or Link Logo appears: "CMI and CMI Logo are trademarks of The CMI Group, Inc.
Disclaimer of Warranties.
4. Disclaimer of Warranties. CMI'S WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF CMI'S WEBSITE, SITE-RELATED SERVICES, AND HYPERLINKED WEBSITES.
Limitation of Liability and Remedies.
5. Limitation of Liability and Remedies. YOU AGREE THAT CMI SHALL NEITHER BE RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO YOUR USE OF THE LINK AND/OR LINK LOGO. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM RELATING TO THE LINK AND/OR LINK LOGO IS TO STOP USING THEM. YOU AGREE TO RELEASE AND FOREVER DISCHARGE CMI AND ITS AGENTS, EMPLOYEES, ASSIGNS, OFFICERS, ADMINISTRATORS, PREDECESSORS, SUCCESSORS, SUBSIDIARIES, AND DIRECTORS OF AND FROM ANY AND ALL PAST, PRESENT, AND FUTURE RIGHTS, ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, DAMAGES, COSTS, LOSSES, EXPENSES, AND ATTORNEY FEES, WHICH YOU MAY NOW HAVE, OR WHICH MAY HEREAFTER ACCRUE RELATING TO THE LINK AND/OR LINK LOGO.
6. Indemnity. You agree to defend, indemnify, and hold harmless CMI and its officers, employees, and authorized successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorney's fees as provided in this Agreement, arising out of any claim relating to your use of the CMI company name, the Link, or the Link Logo by paying all amounts that a court finally awards or that your agree to in settlement of such claims.
Termination of License.
7. Termination of License. CMI may terminate this License at any time, in its sole discretion, without liability or obligation to you of any kind. CMI has the right to inspect your Website from time-to-time to ensure compliance with this License. In the event this License is terminated, you will remove all references to CMI, including the Link and Link Logo, within twenty-four (24) hours of written request by CMI.
8. Entire Agreement. This License constitutes the entire agreement of the parties with respect to the subject matter thereto. Only a writing that refers to this License and is signed by both parties may amend this License.