Vitamin Angels UK Logo & Assets Access and Download Agreement for Corporate Partners
This page is intended solely for use by Vitamin Angels UK’s active corporate partners. Your company or organisation must have an existing relationship with Vitamin Angels UK to be eligible to use the VA logo and VA Assets accessible through this page. If you are interested in establishing a corporate partnership, please visit the Join Us page for more information.
By Entering This Webpage, You May Have Access to Various Registered And Unregistered Trademarks Or Service Marks, Proprietary Photographs, Videos And Other Content (Collectively, The “VA LOGO & VA ASSETS”) of Vitamin Angel Alliance, Inc. (“We” Or “Us”) and In Some Circumstances, Releases/Agreements/Licenses (Collectively, “Releases”) With Respect To Such Materials And The Content Therein. You Agree To Adhere To Any Usage Guidelines, Crediting Guidelines, Or Limitations Of Which We Provide You With Respect To Such Materials, You Agree Not To Make Any Use Of Such Materials Without Our Approval, And You Acknowledge That We Make No Representation Or Warranty With Respect To Your Use Of The VA Logo & VA Assets Or The Adequacy Of The Releases For Your Purposes. Further, You Agree That You Are Solely Responsible For Determining Whether It Is Necessary Or Advisable To Secure Any Releases, Agreements Or Licenses With Any Third Parties (In Addition To The Releases (If Any)) In Connection With Your Use Of The VA Logo & VA Assets, And For Securing Any Such Additional Releases/Agreements/Licenses.
ACCORDINGLY, YOU (AS “INDEMNIFYING PARTY”) AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND VITAMIN ANGEL ALLIANCE, INC. AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, PERMITTED ASSIGNS AND REPRESENTATIVES (COLLECTIVELY “INDEMNIFIED PARTY”) AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES ASSOCIATED WITH ANY THIRD-PARTY CLAIM OR ACTION BROUGHT AGAINST VITAMIN ANGEL ALLIANCE, INC. ARISING OUT THE INDEMNIFYING PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT. THE INDEMNIFYING PARTY SHALL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND WILL OBTAIN THE OTHER PARTY’S CONSENT TO ANY SETTLEMENT OR COMPROMISE, SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED. These Terms Shall Supersede Any Previous Representations, Arrangements, Agreements Or Understandings, Written Or Oral, Express Or Implied (A “Prior Agreement”), By And Between You And Us, Even If These Terms Are Contrary To Any Term In Such Prior Agreement.
1.1 READ CAREFULLY.
WE MAY FROM TIME TO TIME AMEND, SUPPLEMENT OR MODIFY THESE TERMS. IF WE MAKE MATERIAL CHANGES TO THESE TERMS, WE WILL POST AN UPDATED VERSION OF THESE TERMS ON THE WEB SITE. NOTWITHSTANDING THE FOREGOING, IT IS YOUR RESPONSIBILITY TO CHECK THESE TERMS PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF THE VA LOGO & VA ASSETS FOLLOWING THE POSTING OF ANY UPDATED TERMS CONSTITUTES YOUR ACCEPTANCE OF THE NEW TERMS AND YOUR AGREEMENT TO BE BOUND BY THE UPDATED TERMS. ANY AND ALL VA LOGO & VA ASSETS ACCESSED VIA THIS WEB SITE AFTER THE POSTING OF ANY UPDATED TERMS WILL BE SUBJECT TO THE UPDATED TERMS.
2. License Grant. Subject to the restrictions contained herein, Vitamin Angels hereby grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right and license to use and display the VA Logo & VA Assets for your own personal and non-commercial purposes.
3. Ownership and Marking. Vitamin Angels remains the owner of all trademark interests, copyright and other rights to the VA Logo & VA Assets and all use of the VA Logo & VA Assets shall inure to its sole and exclusive benefit. Your use of any VA Logo & VA Assets must be accompanied by a statement indicating Vitamin Angels ownership. You agree to not challenge Vitamin Angels’ ownership of or the validity of any of the VA Logo & VA Assets, any registrations for any of the VA Logo & VA Assets, or any rights therein or thereto.
4. Scope of Use. You may not use the VA Logo & VA Assets in any way that would confuse consumers as to who offers your products and services, or as to the relationship between you and Vitamin Angels. The VA Logo & VA Assets may not be used in any manner that might imply that any non-Vitamin Angels materials, including but not limited to goods, services, websites, or publications are sponsored, endorsed, licensed by, or affiliated with Vitamin Angels. You may not mimic or make use of any Vitamin Angels product packaging, design, website or advertising in any way that may cause consumer confusion as to the source of your or its products and services. You may not use the VA Logo & VA Assets in any parody of Vitamin Angels, its products, its trademarks or other intellectual property. You may not use the VA Logo & VA Assets in any way that would disparage Vitamin Angels or its reputation and goodwill. You may never use a material so that it appears with any other symbol or icon (except the appropriate trademark indicator); is contained within a box, circle, or other shape; or is combined with any other name, logo, or icon to create a co-branded logo or in any manner which could otherwise confuse consumers as to the source of those goods and services provided by Vitamin Angels.
5. Quality Standards. You acknowledge that the VA Logo & VA Assets have established goodwill and acknowledge the importance of Vitamin Angels’ control over the quality of your use thereof so as to preserve the continued validity of the VA Logo & VA Assets, Vitamin Angels’ intellectual property rights thereto and to protect the goodwill associated therewith. At any time, upon reasonable request and to the extent necessary to protect Vitamin Angels, its VA Logo & VA Assets and its rights in the same, Vitamin Angels shall have the right to request and receive a sample of any of your use(s) of the VA Logo & VA Assets.
6. Use of the VA Logo & VA Assets. You may only use the VA Logo & VA Assets exactly as provided for in this Download Agreement, and in accordance with the Vitamin Angels Usage Standards provided within.
6.1 All VA Logo & VA Assets must be used exactly as provided. The VA Logo & VA Assets may not be recreated or used as versions or copies provided by third parties.
6.2 The size of the VA Logo & VA Assets may be modified so long as the appropriate trademark indicator (™ or ®), as represented and required by the Usage Guidelines, remains legible. Other than changing size, no aspects of the VA Logo & VA Assets may be modified including text, fonts, colors, or orientation.
6.3 The VA Logo & VA Assets may not be put in a position of greater prominence than your logo or a third party logo, or in any position that may cause confusion, or may indicate or imply that the webpage, publication or product is produced by Vitamin Angels.
6.4 Adequate spacing must be provided between the VA Logo & VA Assets and any surrounding text or other elements. The VA Logo & VA Assets may not be incorporated or used in any manner as part of, or in close proximity to another company’s name, domain name, product or service name, logo, trade dress, design, slogan, or other trademarks in any manner which could confuse consumers as to the source of those goods and services provided by Vitamin Angels, or which could otherwise confuse consumers as to the relationship between you, any other third party, and/or Vitamin Angels.
7. Relationship Between You and Us. The permission granted herein does not create an agency, employment, joint venture, or partnership relationship between you and Vitamin Angels. You may not use the VA Logo & VA Assets in any way that might mislead consumers into believing that such a relationship exists.
8. Changes and Objections. Vitamin Angels reserves the right in its absolute and sole discretion to terminate or modify permission to display the VA Logo & VA Assets, and may request that you modify or delete any use of a Material that, in its judgment, does not comply with these Terms, or that might otherwise impair its rights to the VA Logo & VA Assets or its other intellectual property rights, and you agree to immediately comply with such changes and requests, or immediately cease the use or display of such VA Logo & VA Assets.
9. Disclaimer of Warranties. THE VA LOGO & VA ASSETS ACCESSIBLE VIA OUR WEB SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. VITAMIN ANGELS, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (INDIVIDUALLY “COMPANY PARTY” OR COLLECTIVELY, THE “COMPANY PARTIES”) DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE REGARDING THE VA LOGO & VA ASSETS. Some states do not allow exclusion of implied warranties, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10. Limitation of Liability. IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT DAMAGES, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM ANY VA LOGO & VA ASSETS YOU ACCESSED VIA THE WEB SITE OR THE USE OR INABILITY TO USE THE VA LOGO & VA ASSETS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow the limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE COMPANY PARTIES’ AGGREGATE LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100).
11. Indemnification. You agree to defend, indemnify, and hold harmless the Company Parties, from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms, or from your access to, use or misuse of the VA Logo & VA Assets. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company’s defense of such matter.
12. Termination of the Agreement.
12.1 Termination. The Company reserves the right, in its absolute and sole discretion, to restrict, suspend, or terminate these Terms and your access to all or any part of the Web Site, including but not limited to your access to the VA Logo & VA Assets, at any time and for any reason, without prior notice or liability. The Company reserves the right to change, suspend, or discontinue allowing users to download VA Logo & VA Assets at any time without prior notice or liability. Without limiting any of the foregoing, if you violate any part of these Terms, your permission to access and/or use the VA Logo & VA Assets automatically terminates and you must immediately destroy any copies of the VA Logo & VA Assets in your possession.
12.2 Survival. If these Terms are terminated, Sections 3 through 10, and 12 shall survive the termination of these Terms.
13. Miscellaneous. These Terms are governed by the internal substantive laws of the State of California, without respect to its conflict of the laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state courts sitting in the City of Goleta in the State of California and federal courts in closest proximity thereto. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. Failure of the Company to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against the Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by the Company and you, these Terms constitutes the entire Agreement between you and the Company with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms will inure to the benefit of Vitamin Angels’ successors, assigns, licensees, and sublicensees.
Terms and Conditions last updated March 2023.
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