The files on the Cooper Farms website, Cooper Farms digital asset management site (“DAM”) and other such sites (collectively “Website” or “Site”) are subject to the Online License Agreement (“Agreement”). The words “you” and “your” mean any individual or entity that downloads or seeks to download, access or otherwise use files from the Site. The words “we,” “our,” “us” and “Cooper Farms” mean collectively Cooper Hatchery, Inc. and Cooper Farms, Inc. entities and affiliates.
Please read this Agreement carefully before accessing or using digital assets on the website:
a. The files and materials on the Website are owned by Cooper Farms and are protected by applicable copyright and trademark laws.
b. This Agreement is a legal contract between you and Cooper Farms, Inc. governing the use of the files and materials on the Website. By downloading, distributing or using digital assets from the Website, you agree to these terms of service, all applicable laws and regulations, and you agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing the files or materials on the Site. This Agreement will take effect the moment you access the Site.
c. The digital assets on the Websites are for use only by Cooper Farms team members and agencies authorized by the Cooper Farms Corporate Communications Department (“Users”).
d. If you are authorized as a User as defined above, Cooper Farms grants you, and you accept, a limited license to the non-exclusive, non-transferrable right to download and use the files on the Website only if you accept all of the terms and conditions contained in this Agreement. This is the grant of a license, not a transfer of title, and under this license the following terms apply:
i. You may download and use the files on this Website only for editorial purposes or in order to promote, market, and sell the products or services of Cooper Farms.
ii. You represent that you are not a competitor of Cooper Farms and that you are not an employee or owner of a competitor of Cooper Farms.
iii. You may not modify, edit, or otherwise alter the files or materials in any way (with the exception that, for image files, it is permissible to resize the images as long as the correct proportions are maintained, the images are not cropped, and Cooper Farms’ Brand Standards are followed).
iv. You must follow Cooper Farms’ Brand Standards.
v. You must give appropriate credit for any files or materials you use, and may do so in any reasonable manner approved by Cooper Farms.
vi. You may not remove any copyright or other proprietary notations from the materials.
vii. You may not transfer or sublicense this limited license to use the files and materials.
viii. These files and materials may not be shared with anyone else or published in any manner without prior approval from Cooper Farms.
e. Cooper Farms shall retain all right, title, and interest in and to the files and materials, including copyrights, trademarks and patents therein. Your limited, non-exclusive right to use the files or materials is limited to what is expressly granted in this Agreement.
f. This license may be terminated by Cooper Farms, Inc. at any time, for any reason or for no reason. This license shall automatically terminate if you violate any restrictions in this Agreement. In addition, if you are downloading from this Website in order to fulfill your obligations pursuant to another contract with Cooper Farms, this license shall automatically terminate if your underlying contract with Cooper Farms terminates. Upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format, and within ten days following termination, you must certify to Cooper Farms, Inc. in writing that all files and materials from this Website have been destroyed.
g. You may terminate this Agreement by declining to download, access or disseminate the files or materials or by ceasing to use all files and materials obtained from this Website and destroying or returning to Cooper Farms all copies of said files or materials.
h. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
i. This Agreement has been made in and shall be interpreted according to the substantive laws of Ohio without giving effect to the principles of conflicts of laws thereof, and shall in all respects be regarded as a contract performed in Ohio. All actions or claims related to or associated with this Agreement will be brought solely in the state or federal courts of Ohio and all parties to this Agreement expressly agree to be subject to the jurisdiction of such courts.
j. This Agreement constitutes the entire understanding between you and Cooper Farms (collectively “Parties”) with respect to the transactions contemplated herein and supersede all other agreements and understandings between the Parties. No modification of this Agreement shall be valid unless in writing and signed by both Parties.