New User Registration

1.1 NPB grants to you its permission and license to use the Materials solely in connection with you or your employer’s pork production business purposes in accordance with the terms and conditions of this Agreement. If you are not a pork producer or an employee of a pork producer you have no right to access, copy or use the Materials.

1.2 The license granted to you is a limited, revocable, non-transferable, royalty-free and non-exclusive and is not to be sublicensed.

1.3 The license granted includes the right to download, print, copy, modify, display, perform, reproduce, distribute, and create derivative works from the Materials you properly have accessed under this Agreement; provided that all such use of the Materials will be solely for you or your employer’s pork production business purposes.

2.1 NPB retains the right to use and to license and permit the use of the Materials by third parties. You have no right, license or permission to use the Materials except as permitted by this Agreement.

2.2 The development, use, and distribution of the Materials will not, in any way, be involved in, nor be used for the purpose of influencing legislation or governmental policy or action.

2.3 This Agreement does not constitute and is not to be used to imply an endorsement by NPB of you or any of your goods and services. You are not granted the right, license or permission to use the pork checkoff or any other trademark service mark, tradename, logo or slogan of NPB.

2.4 You will use the Materials and all other material created from or including the Materials for your internal business purposes and will not sell, lease, license or otherwise permit their use by any third party.

3.1 You will promptly notify NPB if you receive information of any unauthorized use of the Materials and will cooperate with NPB in any action NPB may elect to take. All proceeds that may be recovered from any action belong solely to NPB.

3.2 You will comply with all applicable laws and regulations in the development, use and distribution of the Materials.

4.1 All right, title, and interest, including all intellectual property rights, to the Materials at all times remain the sole and exclusive property of NPB. To the extent (if any) you acquire any right, title, or interest in the Materials, you hereby irrevocably and without further consideration assign and transfer all right, title, and interest in the Materials to NPB.

5.1 The Materials are provided on as “as is” basis. NPB makes no warranties or representations with respect to the Materials. All guarantees, representations and warranties, express or implied, including but not limited to any warranty of fitness for a particular purpose, merchantability or non-infringement are hereby expressly disclaimed by NPB and excluded. NPB is not liable to you or to any third party for any damages arising from any inaccuracies, errors or omissions in any information in the Materials other than those that result from NPB’s gross negligence or willful misconduct. NPB is not liable under any circumstances for loss of profit or any indirect, incidental, special, exemplary, punitive or consequential damages.

5.2 You will defend at your expense, indemnify and hold NPB and its directors, officers, employees, and agents, harmless from any and all losses, damages, claims, liabilities, and expenses (including reasonable attorneys’ fees) of any nature, directly or indirectly, arising out of or as a result of your use of the Materials.

6.1 This Agreement and the license granted may be terminated by either party at any time upon 30 days written notice.

6.2 This Agreement will terminate immediately in the event that you make any assignment for the benefit of creditors, file a petition under the bankruptcy laws of any jurisdiction, have appointed a trustee or receiver for your property or business or are adjudicated bankrupt or insolvent.

6.3 This Agreement will terminate automatically if you fail to comply with any term of this Agreement.

7.1 Upon termination of this Agreement the permission and license granted to you will end immediately and you will immediately cease all use of the Materials.

7.2 The termination of this Agreement will be without prejudice to any rights of either party under this Agreement. Without limiting the generality of the foregoing, the provisions of Sections 4, 5, 7 and 8 will survive the termination of this Agreement.

8.1 This Agreement constitutes the entire understanding of the parties as to its subject matter. Each party acknowledges that it has not relied upon any oral or written representation made to it by the other party or its employees or agents and has made its own independent investigations into all relevant matters. This Agreement may not be modified except in writing signed by the party against whom the modification is asserted.

8.2 This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter of this Agreement.

8.3 This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Your rights and obligations under this Agreement may not be assigned without the written consent of the NPB.

8.4 The failure of either party to enforce at any time, or for any period, any one or more of the terms or conditions of this Agreement is not a waiver of those terms or conditions or of the right at any later time subsequently to enforce all terms and conditions of this Agreement.

8.5 Nothing in this Agreement constitutes either of the parties as members of any partnership, joint venture, association or similar entity.

8.6 This Agreement is construed and governed in accordance with the laws of the state of Iowa without regard to conflicts of law principles. All disputes that may arise from or relate to this Agreement will be within the exclusive jurisdiction of the state or federal courts located in Polk County, Iowa, and the parties consent to the exclusive jurisdiction of those courts.

8.7 If any one or more of the provisions of this Agreement are held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement will not be affected.