Color Data Usage Terms and Conditions | Pantone

CAREFULLY READ THESE TERMS OF USE. BY CLICKING THE "I ACCEPT" OR “ACCEPT” BUTTON, OR ACCESSING AND USING THE PANTONE QTX COLOR DATA, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THESE TERMS OF USE ON BEHALF OF YOUR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE "I ACCEPT" BUTTON OR OTHERWISE USE THE PANTONE QTX COLOR DATA.

These Pantone QTX Color Data Terms of Use (“Terms of Use”) together with the terms of the applicable order form for the Pantone QTX Color Data (including without limitation Pantone quote accepted by You or Your order on our website) (the “Order Form”) (collectively, the Order Form and these Terms of Use shall be referred to as the “Agreement”) govern access to and use of Pantone QTX Color Data.

These Terms of Use are by and between Pantone LLC ("Licensor" or “Pantone”) and the entity (corporation, limited liability company, limited partnership, etc.) entering into this Agreement with Pantone ("Licensee" or “You”).

1. Definitions: Terms not otherwise defined herein shall have the following meanings:

“Licensed Materials” means the specific Color Reflectance Data in QTX format set forth in the Order Form;

“Subscription Term” means the period of time set forth in the Order Form and if no such period is set forth in the Order Form then one year from the date of the order;

“Designated Application(s)” means the Data Color quality control and/or formulation software solutions lawfully licensed by Licensee from Data Color.

“Confidential Information” means and includes the License Materials and any information at any time furnished to Licensee by Pantone or to which Licensee is exposed during the term of this Agreement, concerning the Licensed Materials or the business, operations or activities of Pantone, including without limitation, information concerning present or proposed products, product developments, plans, designs, drawings, prototypes, customers, strategies, personnel, supply usage, facilities locations, business goals, know-how, and customers.

2. Grant of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, a nonexclusive, nontransferable and nonassignable license to incorporate the Licensed Materials into the Designated Application and use the Designated Application integrating the Licensed Materials solely and exclusively for Licensee’s internal color quality and/or color formulation processes (the “Permitted Use”); provided, however, that this Agreement does not grant Licensee any title to or right of ownership in the Licensed Materials.

3. Term. This Agreement shall continue in full force and effect for the Subscription Term. Upon any termination of this Agreement, the license granted by Licensor to Licensee hereunder shall terminate and Licensee shall cease using the Licensed Materials. In addition, Licensee shall promptly destroy any and all copies of the Licensed Materials and upon Licensor’s request certify in writing to Licensor that all such materials have been destroyed.

4. License Fee. All applicable license fees (“License Fees”) and payment terms for the Licensed Materials are set forth in the Order Form. Failure to pay any License Fees when due shall be a material breach of the Agreement that will result in the suspension or termination of the Agreement. Amounts which are not paid when due are subject to a late payment charge at a rate equal to 15% per annum (or, if less, the maximum rate permitted under applicable law). You are also liable for all costs of collection incurred by Pantone for past due sums, including without limitation, collection agency fees, reasonable attorneys’ fees and court costs.

5. Installation; No support. Licensee shall have full responsibility for the installation of the Licensed Materials into the Designated Application. Licensee represents and warrants that the installation into, and/or the use of the Licensed Materials in connection with, the Designated Application, shall not violate any agreement between Licensee and any third party pertaining to the use of the Designated Application by Licensee. Pantone shall have no obligation to provide any technical (or other) support for the Licensed Materials or provide any updates to the Licensed Materials.

6. Intellectual Property Rights and Restricted Use. Licensee acknowledges and agrees that all copies of the Licensed Materials, as well as any and all proprietary rights in and to the Licensed Materials, including all copyrights, trademarks and trade secret rights, are and shall remain the sole property of Licensor. Licensee shall have only the limited use rights specifically granted by this Agreement. Licensee shall not, during the term of this Agreement or any time thereafter, dispute or contest, directly or indirectly, the exclusive right of Licensor with respect to the Licensed Materials. In addition to all other restrictions in this Agreement, Licensee shall not (i) use, copy, modify or distribute the Licensed Materials (electronically or otherwise) or any copy, adaptation, transcription or merged portion thereof except as expressly authorized under this Agreement ;(ii) reverse assemble or decompile the Licensed Materials or otherwise examine the Licensed Materials or for purposes of reverse engineering; or (iii) remove the labels or any proprietary legends from the Licensed Materials.

7. Confidentiality

7.1 Licensee shall not disclose or make available, directly or indirectly, all or any portion of the Confidential Information, in particular but without limitation Licensed Materials, to any person, whether inside or outside Licensee’s organization, including but not limited to licensee’s own employees and suppliers and/or vendors of Licensee, except for Licensee’s employees who in the course of their employment need to use the Confidential Information for the Permitted Use and who are bound by written confidentiality agreements at least as restrictive as this Agreement, to maintain the confidentiality of the Confidential Information. Licensee shall take reasonable measures to ensure that such employees keep the Licensed Materials confidential and shall be responsible for any breach of this Agreement by its employees, whether during the term of this Agreement or at any time after termination or expiration hereof.

7.2 Without derogating from the generality of Section 7.1 above, Licensee expressly agrees not to disclose any part of the Licensed Materials to its vendors and/or suppliers in order to initiate a color matching for Licensee. Licensee shall be permitted however to provide such portions of Licensed Materials to its vendors and/or suppliers, as, and to the extent, needed to correct lab dips submitted by such vendors and suppliers for Licensee’s evaluation and not for any other purpose, provided such suppliers and vendors sign written confidentiality agreement at least as restrictive as this Agreement, to maintain the confidentiality of the Licensed Materials. Licensee shall take reasonable measures to ensure that such vendors and/or suppliers keep such portions of the Licensed Materials confidential and shall be responsible for any breach of this Agreement by such vendors and/or suppliers whether during the term of this Agreement or at any time after termination or expiration hereof.

7.3 Licensee recognizes and acknowledges that in the event of any breach of this Section 7 (either actual or threatened) by Licensee, Pantone’s remedies at law shall be inadequate. Licensee agrees that in such event, Pantone shall have the right to seek specific performance or injunctive relief, or both, in addition to any and all other remedies and rights at law or in equity, and such rights and remedies shall be cumulative.

7.4 Except with respect to Licensed Materials to which exceptions (i) and (ii) below shall not apply, the obligations under Sections 7.1 shall not apply to Confidential Information that: (i) at the time of its disclosure, is already identically in the lawful possession of Licensee, without a duty of confidentiality to any other party; (ii) through no wrongful act of Licensee, at the time of its disclosure is, or later becomes, identically available to the general public; (iii) is required by Licensee to be disclosed by law or government regulation, provided that Licensee provides prior notice of such requirement to Pantone; or iv) is approved for release by express written authorization of Pantone.

The obligations set forth in this Section 7 shall be in effect during the term of this Agreement and shall survive indefinitely after termination of this Agreement

8. Disclaimers. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DECLAIMS ALL WARRANTEIS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR MAKES NO WARRANTY THAT THE LICENSED MATERIALS AND/OR ANY SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS THEREIN CAN OR WILL BE CORRECTED.

9. Limitations of Liability NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR LOST REVENUE OR PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT AND/OR THE USE OF INABILITY TO USE THE LICENSED MATERIALS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. FURTHER, IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO LICENSEE EXCEED THE AMOUNTS PAID TO LICENSOR UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE-MONTH PERIOD.

10. Termination. Licensor, in its sole discretion, may terminate this Agreement and the license granted hereunder, immediately by written notice to Licensee, if any of the following events shall have occurred and are continuing: (i) if Licensee shall become bankrupt or shall assign its business for the benefit of creditors or if any receiver, trustee, or similar officer shall be appointed to take charge of Licensee‘s business or properties, (ii) if Licensee shall fail to comply with any obligation required under this Agreement and shall fail to cure such non-compliance within 30 days from Licensor’s written notice to Licensee of such non-compliance, or (iii) If Licensee shall become insolvent or cease the active conduct of its business. The termination of this Agreement shall not relieve Licensee from its obligations under Section 4 above, which have been accrued prior to such termination or from its obligations pursuant to Section 6 above.

11. Export Regulation. You agree to abide by and to conform to any and all export regulations in force during this Agreement that are applicable to You or the Pantone QTX Color Data provided, including but not limited to any export rules and regulations of the United States of America. You understand that these regulations may prohibit the export or re-export of Pantone QTX Color Data, and any information or technical data related to the Pantone QTX Color Data.

12. Modifications. Pantone reserves the right to change or modify these Terms of Use upon written notice to You. All such changes will: (a) be applied prospectively; and (b) will apply to all similarly situated users of the Pantone QTX Color Data. If any changes to these Terms of Use are unacceptable to You, You may terminate your access to the Pantone QTX Color Data by providing ten (10) days’ written notice of termination to Pantone, delivered at any time within sixty (60) days of the effective date of the change. Continued use of the Pantone QTX Color Data following the effective date of any changes to these Terms of Use constitute Your acceptance of the changes, but does not affect the foregoing right of termination. For purpose of this Section 11, the posting of an updated copy of these Terms of Use to Pantone’s website at https://www.pantone.com/terms-and-conditions-color-data shall constitute written notice of the change(s) to these Terms of Use. Otherwise, all notices shall be sent to: For Pantone, Pantone LLC, 590 Commerce Boulevard, Carlstadt, NJ 07072 Attn: VP of Sales; For You, the address set forth on the Order Form.

13. Miscellaneous. The Agreement constitutes the complete agreement between Pantone and You regarding use of the Pantone QTX Color Data. If any provision of this Agreement is held invalid, the invalid clause will be modified to make it enforceable, and the remainder of this Agreement will continue in full force and effect. You may not assign this Agreement or the license granted hereunder without Pantone’s prior written consent. Pantone’s failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights. This Agreement shall be governed by the laws of the State of New York without reference to its conflicts of law principles. Each party hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in New York County, New York. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from application to this Agreement. Except for payment obligations, neither party shall be held responsible for any delay or failure in its performance to the extent that such delay or failure is caused by causes beyond its reasonable control.

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