The signing party (" Reseller") acknowledges, represents and warrants the following to SaltWorks, Inc., a Washington corporation (" SaltWorks") regarding any products (" Products") that SaltWorks sells to the Reseller.
- Appointment. Reseller is hereby appointed by SaltWorks as a non-exclusive reseller of the Products in the United States and Canada and any other country approved in writing by SaltWorks (" Territory"). SaltWorks may appoint any number of other resellers in the same Territory. Reseller will utilize diligent efforts to maximize the sale of Products to customers in the Territory. Reseller may only sell Products to final purchasers who will use the Products for their own ultimate use, not to other resellers or subdistributors unless otherwise permitted by SaltWorks in writing.
- Permitted Sales. Reseller may only sell Products in the Territory from Reseller's brick and mortar stores and via Reseller's own branded website. Without SaltWorks' prior written consent, Reseller may not sell Products on any other website including any online marketplaces (Amazon, eBay,Wal-Mart, etc.). For any sales including internet sale, Reseller can only sell to purchasers with a mailing address within the Territory.
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Internet Policy. Reseller will comply with the following for any permitted internet sales:
- Reseller will maintain a website providing complete and accurate descriptions of all Products.
- Reseller will use descriptions, photographs or artwork of Products that are supplied by SaltWorks and will not use these descriptions, photographs or artwork for any other products. All other description, photos or artwork depicting the Products must be approved, in writing, by SaltWorks before the photo or artwork is posted on Reseller's website.
- Laws. Reseller will at all times comply with all applicable laws, statutes, rules and regulations.
- Image and Descriptive Text Usage. Reseller will sign and comply with the Image, Brand and Varietal Usage Agreement and Trademark and Brand Policy attached as Exhibit A.
- Product Representations. Reseller will not engage in any unfair or unethical trade practices, or make any false or misleading representations with respect to SaltWorks, its personnel or Products.
- Packaging; Expiration. Any Reseller who buys bulk Products is prohibited from repackaging the Products if selling under the Trademark, as defined below. Except for Resellers who purchase Products in bulk quantities for sale under their own trademarks, Reseller will sell all Products in their original packaging and will not adulterate, re-pack, re-label, alter, or tamper the Products or the packing in which the Products are contained. Reseller will not sell any Products that are past the expiration date of that Product.
- Trademarks. All trademarks, trade names, trade dress, endorsements, designs and logos, as well as any other text or images that appear on packaging or collateral materials, that are owned or licensed by SaltWorks and used in connection with the marketing, promotion and/or distribution of Products (collectively, the " Trademarks") are the sole and exclusive property of SaltWorks. SaltWorks grants to Reseller a limited, non-exclusive, non-transferable and non-sublicensable license to use the Trademarks solely in connection with its distribution and sale of the Products, and only in a manner (i) consistent with the maintenance of the Trademarks and (ii) that preserves and protects the Trademarks under applicable state and federal law. Reseller will market and distribute the Products using only the Trademarks.
- Reseller Developed Materials. Reseller shall not develop its own brochures, social media communications, promotional materials or other documentation related to the Products, whether containing the Trademarks or not (" Reseller Developed Materials") without the express written consent of SaltWorks. To the extent that Reseller creates any Reseller Developed Materials with SaltWorks prior consent (i) Reseller hereby irrevocably assigns all copyrights and other ownership rights in the Reseller Developed Materials to SaltWorks, subject to a non-exclusive, non-transferable and non-sublicensable license to Reseller granted by SaltWorks to use the Reseller Developed Materials solely on or in connection with the promotion, advertising, resale or use of the Products, (ii) Reseller will provide SaltWorks with samples of Reseller Developed Materials and will make any changes requested by SaltWorks, and (iii) the Reseller Developed Materials will be of high quality so as to retain the value of and protect the Trademarks and the goodwill the Trademarks symbolize.
- Termination. SaltWorks may stop selling Products to Reseller, and Reseller may stop placing purchase orders with SaltWorks, at any time for any reason or no reason.
- Storage. Reseller will store Products at all times in a dry, airtight container at room temperature with a relative humidity of less than 75% and at a room/ambient temperature of approximately 59 â 77 degrees Fahrenheit.
Exhibit A
SaltWorks®, Inc. Image, Brand & Varietal Usage and Trademark and Brand Policy Agreement
Important Image Use Information:
By copying or making any use of any images provided by SaltWorks, Inc. (SaltWorks) or taken from their respective websites or any other digital mediums, you acknowledge that you have read and understand, and agree to, the Image, brand & varietal Usage Agreement below that governs your use of the Image. If you do not agree to all of these terms, do not copy or use the Image in any way, unless you have prior permission signed by SaltWorks.
Usage Agreement:
Subject to the terms of this Agreement, you may use the Image solely in whole for editorial use by press and/or industry analysts. This right to use is personal to you and is not transferable by you to another party. Images, brands or varietals cannot be used to promote or sell any product or technology (such as, but not limited to, websites, blogs, advertising, brochures, book-covers, stock photos, t-shirts, or other promotional merchandise) without prior consent from SaltWorks, Inc. You may not alter, or modify Images, in whole or in part, for any reason. All images must be used to represent SaltWorks products only. You must agree to NOT use any images, brands, varietal names, or text that is the sole property of SaltWorks as your own product or idea. SaltWorks reserves the right to be acknowledged as the sole creator developer and manufacturer of all products and you agree to represent SaltWorks as such. Failure to comply with the terms of this document (but not limited to) may result, at SaltWorks discretion, to revoke any and all intellectual property provided by and/or owned by SaltWorks.
As between you and SaltWorks, SaltWorks is and shall remain the sole and exclusive owner of the Image, brands and varietals. You will not delete, alter, or obfuscate any proprietary legends relating to the Image, and each use is subject to requiring attribution shown next to the Image at the discretion of SaltWorks.
The Image is provided by SaltWorks on an "as is" basis, without warranty of any kind, including non-infringement or ownership. You, not SaltWorks, are responsible for your use of the Image. Any misuse of the Image or breach of this Agreement will cause SaltWorks, Irreparable harm. SaltWorks, is either an owner or licensee of the image, not an agent for the owner. We understand that you will give our company a credit line as outlined below: "Images provided by; SaltWorks, Inc." and also credit the photographer if noted.
SaltWorks, reserves the right to revoke image usage permissions at any time without warning, reason or cause.
When using any and all images provided by SaltWorks, please use the following information:
Images provided by; SaltWorks, Inc.
www.seasalt.com
(425) 885-7258
Trademark & Brand Policy
The following are general guidelines for the proper use of SaltWorks' Copyrighted & Registered Trademarks, service marks, trade dress, and trade names (collectively, "Trademarks"). SaltWorks has established strong goodwill and valuable rights through proper and continuous use of its Trademarks and reserves the right to defend and protect said trademarks (which may include brand and/or variety names, written copy, design or logos, among others â see below).
By adhering to these guidelines, you help us protect our valuable trademark rights and strengthen the integrity of our brands. Any use of SaltWorks' Trademarks that is inconsistent with these guidelines may violate SaltWorks' trademark rights.
SALTWORKS TRADEMARK POLICIES:
- USE THE CORRECT FORM of our wordmarks, such as "Salish®, "Fusion®" or "Optically Clean®". The ® or ⢠must appear whenever a SaltWorks' trademark is used or mentioned and must be footnoted that is a trademark or registered trademark of SaltWorks, Inc.
- DO NOT make statements that are misleading, fraudulent, inaccurate, disparaging, potentially damaging or otherwise untrue about any of SaltWorks' brands, products, videos, photos or other copyrighted materials.
- DO NOT MAKE COMMERCIAL USE of our trademarks, logos, designs, and copyrighted material without first obtaining prior written permission from SaltWorks, Inc.
As mentioned above, whenever you make fair, non-commercial use of our trademarks, please always use the correct form of the mark when referring to, describing, or mentioning our products.
When using our trademarks to describe a given product or process in the context of creating original printed collateral, web, video & photo content, proper credit must be given to SaltWorks in a clear & legible manner.
If you have any questions regarding the policies outlined above, please contact SaltWorks for clarification prior to usage. We can be reached at 425-885-7258 or via email at saltworkstm@seasalt.com.
Thank you! We greatly appreciate your business.
Current Trademarks
| Word Mark | Registration Number |
|---|---|
| Active Smoke® | |
| America's Sea Salt Company® | 3815953 |
| America's Sea Salt Company® | 4940141 |
| Ancient Ocean® | 4395906 |
| A (Artisan Salt Company) | 5327383 |
| Artisan® | 4547738 |
| Artisan Ceramic Grinder | 5426529 |
| Artisan Salt® | 4547739 |
| Artisan Salt Company® | 3907964 |
| Aussie Flake® | 5348026 |
| Bokek® | 3852791 |
| Bolivian Rose® | 5179737 |
| Bonfire® | 4208607 |
| Breton® | 5815436 |
| Cold Ocean Salt® | |
| Cold Water Ocean Salt® | |
| Cold Water Salt® | |
| Cold Water Sea Salt® | |
| Durango® | 3911131 |
| El Dorado® | 4342187 |
| Every Great Dish Deserves the Perfect Salt® | 3840737 |
| Fumée de Sel® | 4288117 |
| Fusion® | 3687893 |
| Fusion® | 4055165 |
| Grain of Salt® | 4688329 |
| Grand Reserve® | |
| Grindstone® | 5087792 |
| Hellfire® | 4342190 |
| Hellfire® | 4074048 |
| Indobold® | 5657373 |
| Malabold® | 5445131 |
| Masada® | 4874958 |
| Mediterra® | 4074342 |
| Ocean Salt® | |
| Optically Clean® | 5433151 |
| Pacific Blue® | 4396275 |
| Paragon® | 4342548 |
| Perfect Salt® | |
| Perfect Smoke® | |
| Polar® | 5740223 |
| Polar Ocean® | |
| Pure Ocean® | 3911252 |
| Refill Reuse Repeat® | 5470832 |
| Relief Rx® | 4051819 |
| Salish® | 3866728 |
| Saltology® | 4396289 |
| Saltology® | 50301630 |
| SaltWorks® | 2954938 |
| SaltWorks® | 3843425 |
| SaltWorks® | 4458018 |
| SaltWorks® | 4458019 |
| SaltWorks® | 4458020 |
| SaltWorks® | 5568808 |
| Serious About Salt® | 3852792 |
| Sno® | 3834801 |
| Snowflake Salt® | 4044085 |
| Tartufo Vero® | |
| Ultra Epsom® | 4939933 |
| Venom® | 4529582 |
| Wildfire® | 4342189 |
| Wildfire® | 4074046 |
| Yakima® | 3943409 |