This trademark usage and internet compliance policy (“Policy”) applies to any distributor, retailer, or other reseller (collectively referred to herein as
“Reseller(s)”) authorized by William M. Bird and Company, Inc. (“Company”) to sell or distribute any Company branded products.
Company is the owner of all rights, title, and interest in and to the marks AZALEA LANE, PALMETTO ROAD, EAST BAY SUPPLY, and WILLIAM M BIRD with respect to a variety of flooring and related products (the “Company Products”) and all marks, logos, designs, and other indicia of origin incorporating AZALEA LANE, PALMETTO ROAD, EAST BAY SUPPLY, and WILLIAM M BIRD, as well as all names and/or marks used and to be used in the future to identify product lines offered exclusively in connection with the Company’s branded products, and all registrations and applications for registration thereof, the good will of the business associated therewith and symbolized thereby, and all rights appurtenant thereto (collectively, the “Company Trademarks”).
Company hereby grants to Reseller a non-exclusive, non-transferrable license to use the Company Trademarks solely for advertising, marketing, promoting and selling Company Products in accordance with the terms of this Policy and all applicable laws and regulations pertaining to the Company Trademarks and the Company Products. Unauthorized use of Company Trademarks is strictly prohibited, and Reseller may not assign, sublicense or delegate any right to use the Company Trademarks to any third party. Company confers no rights or licenses by implication, estoppel, or otherwise to Reseller other than the license and rights herein expressly granted. The license herein granted is not intended to be and will not be construed as an assignment, in part or in whole, of any trademark rights of Company. All use of the Company Trademarks by Reseller will inure to the benefit of Company. Reseller shall not challenge or assist others in challenging Company Trademarks or the registrations thereof.
Reseller shall use Company Trademarks and Company Product data solely in the form and manner approved by Company. Reseller shall give Company
a reasonable opportunity for prior review and approval of all proposed uses of Company Trademarks and associated Company Product data, and Reseller will make any changes required by Company before using any Company Trademarks or publishing any Company Product data, specifications, warranties, etc. (Company Product data, specifications, warranties, etc. are collectively referred to herein as “Product Content”). Company owns all rights to the Product Content, including any modifications to Product Content approved by Company in accordance with this paragraph.
Reseller shall only use the most current Product Content and other Company Product information supplied by Company. Reseller shall promptly update existing Product Content on its site to reflect any changes provided by Company. Company does not permit modifications to Product Content by Reseller or any third parties unless approved in advance by Company.
Reseller is strictly prohibited from selling Company Products via the Internet (i.e. ecommerce sales transactions). This prohibition includes, but is not limited to, the sale of any Company Products through a Reseller website and/or any third party site (such as eBay, Amazon, Alibaba, etc.), drop-ship accounts (such as Buy.com, Newegg.com, Overstock.com, etc.), classified sites (such as Craigslist.com, Facebook Marketplace, etc.) and/or direct messages on forums, all of which is strictly prohibited. Reseller must represent itself as a Company-authorized Reseller in all online advertising, marketing, and promotions, but only for so long as Reseller maintains authorized Company Reseller status. Websites that are not produced by Company should not imply, either directly or by omission, that they are owned or controlled by Company. THE PURCHASE OF COMPANY PRODUCTS FROM ANY UNAUTHORIZED RESELLER OR VIA THE INTERNET WILL AUTOMATICALLY VOID ANY PRODUCT MANUFACTURER’S WARRANTY. Sale by Reseller of any Company Products not bearing the manufacturer’s warranty will be considered an infringement of the Company Trademarks.
Reseller is strictly prohibited from publishing, posting, displaying, distributing and/or advertising any Company Product pricing information on the Internet to the public. Reseller is also strictly prohibited from advertising on the Internet that a customer may “call for price” or “email for price,” or to use similar language, with respect to Company Products. Reseller is strictly prohibited from setting up businesses, registering domain names, or social media user names that contain any Company Trademarks. Reseller will not, either directly or indirectly, adopt, use, register or attempt to register any other name, word, mark, design or logo that incorporates the Company Trademarks or is confusingly similar to the Company Trademarks in any jurisdiction.
Reseller shall promptly notify Company if it learns of any third party infringement or threatened infringement of Company Trademarks. Company shall control any enforcement against such infringement or threatened infringement in its sole discretion.
Some authorized Company Resellers also sell products manufactured by third parties that are not affiliated with Company. When doing so, Reseller must not use the Company Trademarks to market, promote or attract sales to other third party products.
If a Reseller does not fully comply with this Policy, Company may elect to: (a) terminate the Reseller’s access to and right to use Company Trademarks; (b)
suspend or end the Reseller’s participation in Company Reseller programs; (c) refuse to ship Company Products to the Reseller or to Reseller’s customers; (d) refuse to do business with the Reseller; and/or (e) terminate or non-renew Reseller as an authorized Company Reseller. In the event Reseller’s right to use Company Trademarks is terminated, Reseller shall immediately cease any and all use and make no future use of Company Trademarks shall have no further rights to advertise, market, promote and/or sell products in association with the Company Trademarks.
Company may modify this Policy from time to time in its sole discretion, and will provide notice to Reseller of any modifications to this Policy. Company will enforce this Policy in its sole discretion. There are no third party beneficiary rights to this Policy. Any failure by Company to require compliance with any provision of this Policy will not operate as a waiver to require strict compliance in the future. If any provision of this Policy is adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable, such provision will be deemed modified to the minimum extent necessary to make such provision consistent with applicable law, and the remaining provisions of this Policy will not be affected, impaired or invalidated. This Policy does not constitute and shall not be construed as constituting or creating a partnership, joint venture, agency, franchise or any other similar arrangement or relationship between Company and Reseller or as making Company or Reseller an agent or representative of the other.