1. The Sunrise Telecom Brands. Sunrise Telecom Incorporated claims trademark rights in all its ("Sunrise Telecom") trademarks, service marks, trade dress, or logos ("Sunrise Telecom Brands") whether they are registered, pending, or common law trademarks in the United States and in various countries around the world. Therefore, Sunrise Telecom owns exclusive trademark rights to these Sunrise Telecom Brands in the United States and internationally. It is not permissible to use any of the Sunrise Telecom Brands for any purpose without Sunrise Telecom's explicit written permission. If Sunrise Telecom grants you approval to use any of the Sunrise Telecom Brands, you ("Licensee") must enter into a written license agreement ("License Agreement") with Sunrise Telecom ("Licensor"). The Sunrise Telecom Brands shall be used only for the purposes and in strict compliance with the terms and conditions specified in the License Agreement. If the terms of the License Agreement differ from the general terms outline below, the terms of the License Agreement shall govern all use of the Sunrise Telecom Brands by Licensee. Sunrise Telecom Brands include, but are not limited to, the following:
• SUNRISE TELECOM® • CM2000®
• SUNSET® • CM2800®
• SUNSET MTT® • GTT®
• SUNLITE® • HTT®
• STT® • HTT Home Test Toolkit®
• CALAN® • RXT®
• REALWORX® • XTT®
• PRODUCTIVITY RISINGTM • WE MAKE NETWORKS WORK®
2. Domain Names. You may not use or sell any domain names that contain any Sunrise Telecom Brands or that are confusingly similar and infringe the trademarks of Sunrise Telecom. Any such prohibited use is likely to be considered a trademark infringement. Any third parties, who in bad faith and without authorization, attempt to use, sell, or offer for sale a domain name which infringes another's trademark may be subject to penalties of up to $100,000 under the Anticybersquatting Consumer Protection Act as well as damages for trademark infringement.
3. Permission to Use Sunrise Telecom Brands. All use of any Sunrise Telecom Brands must be approved in advance in writing by Sunrise Telecom. If you seek permission to use any Sunrise Telecom Brands, please contact Sunrise Telecom's Legal Department. You must include complete samples of each proposed use. Sunrise Telecom's Legal Department will review the request and respond within fifteen (15) business days. However, Sunrise Telecom is under no obligation to respond. You may not use Sunrise Telecom Brands until Sunrise Telecom has granted prior written approval to you.
4. Presentation of Sunrise Telecom Brands. The Licensee shall ensure that the presentation of the Sunrise Telecom Brands will be consistent with Sunrise Telecom's own use of the Sunrise Telecom Brands. The Licensee may not remove, distort, or alter any element of the Sunrise Telecom Brands. Sunrise Telecom shall have the right to impose on the Licensee from time to time, as necessary, other written specifications or requirements as to the size, typeface, color, and other graphic characteristics of the Sunrise Telecom Brands not provided for under the License Agreement. Licensee shall incorporate such written specifications and requirements into the License Agreement and these guidelines within a commercially reasonable timeframe.
5. Use Restriction. The Licensee may not use the Sunrise Telecom Brands in any of the following impermissible manners: (a) sublicense, transfer, translate or assign the use of the Sunrise Telecom Brands; (b) use the Sunrise Telecom Brands for any other purpose other than the purpose described in the License Agreement; (c) use the Sunrise Telecom Brands in connection with, or for the benefit of, any third party's products or services; (d) use the Sunrise Telecom Brands in connection with any material that infringes the trademark, copyright or any other rights of any third party; (e) use the Sunrise Telecom Brands in a manner that suggests that editorial consent has been authored by, or represents the views or opinions of, Sunrise Telecom, any Sunrise Telecom personnel or affiliate; and (f) use the Sunrise Telecom Brands on or in connection with any products or services that are or could be deemed by Sunrise Telecom, in its reasonable judgment, to be obscene, pornographic, disparaging of Sunrise Telecom or its products, or otherwise in poor taste, that are themselves unlawful, or objectionable to Sunrise Telecom.
6. Use and Ownership. By using the Sunrise Telecom Brands pursuant to the License Agreement, Licensee acknowledges that Sunrise Telecom owns the Sunrise Telecom Brands and all rights therein and that Licensee has no title or interest in or to the Sunrise Telecom Brands other than pursuant to the License Agreement. Licensee agrees that it will do nothing inconsistent with Sunrise Telecom's ownership of the Sunrise Telecom Brands and shall not claim adversely to Sunrise Telecom, or assist any third party in attempting to claim adversely to Sunrise Telecom, with regards to such ownership. Licensee shall deliver to Sunrise Telecom, upon Sunrise Telecom's request, representative samples of labels, containers, advertisements, catalogs, letterhead, and the like, containing Sunrise Telecom Brands to enable Sunrise Telecom to ensure that the Sunrise Telecom Brands are used in a consistent manner as described above.
7. Nonexclusive Remedy. If Sunrise Telecom at any time determines that Licensee used the Sunrise Telecom Brands in a manner that Sunrise Telecom reasonably deems an improper tarnishment of Sunrise Telecom, the Sunrise Telecom products or the Sunrise Telecom Brands, or an infringement of Sunrise Telecom's or a third party's rights, including but not limited to rights under trademark, patent, trade secret or copyright laws, or unlawful in any country or territory, Sunrise Telecom may, at its sole discretion, request Licensee to make changes to its use of the Sunrise Telecom Brands within three (3) business days of written notice from Sunrise Telecom, terminate or modify Licensee's permission to use the Sunrise Telecom brands, or take action against such use. This remedy is in addition to any legal remedies to which Sunrise Telecom may be entitled in relation to Licensee's use of Sunrise Telecom Brands.
8. No Warranty. THE SUNRISE TELECOM BRANDS ARE PROVIDED "AS IS" TO LICENSEE. SUNRISE TELECOM MAKES NO WARRANTIES WITH RESPECT TO ANY SUNRISE TELECOM BRANDS, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTIES' TRADEMARKS OR INTELLECTUAL PROPERTY. Sunrise Telecom shall not be liable to Licensee for Sunrise Telecom Brands that fail to satisfy any of those attributes and shall not be obligated to advise Licensee of any such failure, whether or not known.
9. Consequential Damages Waiver. IN NO EVENT SHALL SUNRISE TELECOM BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST OR DAMAGED DATA, OR ANY INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUNRISE TELECOM HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
10. Governing Law and Jurisdiction. These guidelines and the License Agreement shall be governed exclusively by and construed exclusively under the internal laws of the State of California, without regard to conflict of law principles. The sole jurisdiction and venue for actions arising out of or in connection with these guidelines or the License Agreement shall be in Santa Clara County, California. Licensee consents to such jurisdiction and waives any claim that a proceeding brought in such a court has been brought in an inconvenient forum. If any provision of these guidelines or the License Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions shall remain in full force and effect. These guidelines and the License Agreement constitute the entire agreement between the parties with respect to the subject matter hereof.