Stille Trademark Guidelines Introduction Trademarks and their proper usage help protect corporate and product identities. In Stille s case, our brand name and trademarks are some of our most valuable assets. In following these guidelines, you provide assistance and help to us in protecting our valuable trademark rights and in strengthening our corporate and brand identities. If you have any questions about usage of the Stille Marks that are not addressed in these Guidelines, please contact Stille prior to use. These guidelines have been developed to clarify our policy on trademark usage for our partners, distributors and customers who in their business practices refer to, or depend on, Stille and its products. Definitions Stille means Stille AB, a Swedish corporation and parent company, and all legal entities registered to and associated with Stille AB or any predecessor or successor thereof. Trademark means a distinctive sign or indicator used by Stille to identify that the products or services to consumers with which the trademark appears originate from a unique source, and to distinguish its products or services from those of other entities. "Trade Name" means a distinctive name used by Stille to identify its business to consumers and the general public. "Domain Name" means a top-level domain name or sub-domain registered in the name of, or used by, Stille to which its official websites redirect. The Domain Name also is used in correspondence (i.e. email addresses) and other promotional materials to identify the official Internet source for Stille and its products and services. "Stille Marks" means collectively, all Trademarks, Trade Names and Domain Names. You and Your means, with respect to these guidelines, reference to any distributor, agent, reseller, buyer, customer or user of Stille s products Stille Trademark Guidelines Page 1 av 6 Date: 2010-07-30
Current Stille Marks The key Stille Marks currently are: Corporate brand: Stille Legal names of corporate entities: Stille AB, Stille Surgical, Inc., as well as names of dormant or liquidated legal entities Names of products and related services used by Stille: imagiq; Sonesta (including model names 6202, 6302, 6303, 6210). These products may or may not be identified by TM or. The Stille logotype or logotypes, as they may exist from at any point in time. Current versions are: Taglines, slogans or other combinations of words used to promote Stille s products: Surgical Perfection Pictures, photographs, or other visual representations of Stille s products. Stille domain names Stille Trademark Guidelines Page 2 av 6 Date: 2010-07-30
Use of Stille Marks Your use of any Stille Marks in any manner is subject to the following provisions: Limited License Stille grants to you a limited, non-exclusive license to use the Stille Marks in accordance with these Guidelines for the sole purpose of promoting the sale, distribution or use of authentic Stille products and services. Such limited license shall be effective solely for the duration of your partnership with Stille, or with respect to products and services, for the length of time designated in writing by Stille. This license is non-exclusive. Stille may, in its sole and absolute discretion, permit any other person or company to use the Stille Marks for any products and/or services. This license is personal to you and you may not sublicense, assign or transfer any such consent to any other person or entity, whether by operation of law, merger, reorganization, change of control, agreement or any other means. You agree that the Stille Marks, and all applications, registrations and common law and/or statutory rights related thereto, are exclusively owned by Stille. You agree that your promotion, sale or distribution of any products and services bearing the Stille Marks does not convey any rights in the Stille Marks to you or your suppliers, distributors, agents or customers. You agree that you will not, and will not permit others to, take any action inconsistent with or adverse to or otherwise challenge Stille's ownership or rights in the Stille Marks. You agree that you will conduct business in a manner that reflects favorably at all times upon the Stille Marks and Stille. You acknowledge and agree that there is goodwill associated with any business using the Stille Marks and that such goodwill belongs solely to Stille. All rights not expressly granted by Stille are reserved by Stille. Authorized Use of Stille Trademarks 1. Advertising, Promotional, and Sales Materials: Only Stille and its authorized resellers and licensees may use the Stille Trademarks in advertising, promotional, and sales materials. No use of Stille Trademarks may take place without the prior written agreement from an authorized representative of Stille. You agree that you will use any advertisement or promotional materials provided by Stille in accordance with these guidelines and such other instructions as may accompany such materials. You further agree that, if you use any advertisement or promotional materials containing the Stille Trademarks not provided by Stille, then such materials will be of the same quality as the advertisement or promotional materials provided by Stille and that Stille reserves the right to review any such advertisements or promotional materials for quality control. You agree that, upon Stille's request, you will promptly provide Stille with copies of all of your advertisements or other promotional materials containing the Stille Trademarks, or any scripts of all statements, oral or written to be made by you, your agents or spokespersons, which shall make use of or reference to any Stille Marks. You agree that you will promptly make all changes requested Stille Trademark Guidelines Page 3 av 6 Date: 2010-07-30
by Stille to any of your advertisements or other promotional materials containing the Stille Marks. You agree that Stille may revoke its consent to your use of the Stille Marks at any time and that you will cease all use of the Stille Marks promptly upon your receipt of notice thereof from Stille. 2. Equal prominence: Partners and distributors may use a Stille Trademark on packaging or promotional/advertising materials, whether on printed materials or on websites, to describe that they are an approved distributor of Stille products, provided that the Stille Trademark shall have equal prominence to any other trademark used in the materials. By equal prominence is understood both size and placement of used trademarks. 3. Attribution: Any approved use of Stille Trademarks in any published materials, whether physical or on websites, shall include an attribution statement (which may appear in small, but still legible print). The statement, which shall be placed in a manner that makes it clearly identifiable and in proximity to the used trademarks, shall read substantially as follows: [The product name(s)] and associated images and logotypes are either registered trademarks or trademarks of, and the sole property of Stille AB in Sweden and/or other countries. 4. Print colors: For purposes of approved use of Stille trademarks, any printed material shall use the following colors a. Stille red: i. PMS: 200 ii. RGB: R 201, G 0, B 57 b. Stille gray: i. PMS: 431 ii. RGB: R 113, G 120, B 125 c. Sonesta logo color i. Text: PMS 301 ii. Graphics: PMS 277 Stille Trademark Guidelines Page 4 av 6 Date: 2010-07-30
Unauthorized Use of Stille Trademarks 1. Company, Product, or Service Name: You may not use or register, in whole or in part, any Stille Marks or an alteration or variation thereof, as or as part of a company name, trade name, product name, or service name except as specifically noted in these guidelines. Your product name may not be confusingly similar to any Stille Trademark. You agree that you will not change or alter the Stille Marks in any way, including without limitation, in appearance or spelling or change the case of letters. 2. Disparaging use: You may not use any Stille Marks on or in connection with any obscene or otherwise offensive materials, and your use of any Stille Mark may not be disparaging, defamatory, or libelous to Stille, including but not limited to any of its products, persons or entities. 3. Endorsement, dependence or association: Except as agreed in a mutually signed agreement with Stille, you may not use Stille Marks in any manner that directly or indirectly expresses or implies Stille sponsorship, affiliation, certification, approval, or endorsement in relation to your product or service or in such a manner that it appears that Stille is legally associated with your company. For example, the use of Stille Marks on business cards or other corporate stationary is not allowed. 4. No abbreviation or derivatives: You may not shorten or abbreviate any Stille Marks. 5. Merchandise Items: You may not manufacture, sell or give-away merchandise items, such as T-shirts and mugs, bearing any Stille Mark, including symbols, logos, or icons, except pursuant to an express written trademark license from Stille. 6. Slogans and Taglines: You may not use or imitate a Stille slogan or tagline. For example: Surgical Perfection. 7. Domain Names: You may not use an identical or virtually identical Stille Mark as a primary or second level domain name or Sub-domain. You will not register in your own name any domain name containing any Stille Mark in any country. Notice of Unauthorized Uses You must immediately notify Stille if you become aware of any actual or suspected infringement of or unauthorized use of the Marks or of any challenge to the use of any of the Marks by any third party. You agree that you will not communicate with any person or entity other than Stille about any such infringement, challenge or claim. Stille will have sole discretion to take any action that it deems appropriate and the right to exclusively control any litigation, or any governmental agency proceeding, arising out of any infringement of the Stille Marks. Stille Trademark Guidelines Page 5 av 6 Date: 2010-07-30
Compliance with Laws You will be responsible for compliance with all applicable laws, rules regulations, order and ordinances of any other nation, province, or city with jurisdiction over you or your products and services or other activities for which the Stille Marks are used. You will indemnify and hold harmless, and upon request defend, Stille, its affiliates and their respective officers, directors, agents, affiliates, distributors, franchisees and employees from any and all losses, damages, costs, or other expenses incurred by such indemnified parties (including court costs and attorneys' fees) to the extent arising out of your use or misuse of the Stille Marks and your breach of these Guidelines. Purpose and Enforcement of Guidelines You agree that Stille may amend or change these Guidelines and its standards and instructions for use of the Stille Marks at any time and that your continued use of the Stille Marks after the posting thereof on Stille's official web site or after being made aware thereof will constitute your agreement to abide by such amendments or changes. These Guidelines will be governed by the laws of Sweden and all applicable international treaties. If any term of these Guidelines is held to be illegal, invalid, or unenforceable then that provision shall be fully severable from these Guidelines and shall not affect the legality, validity or enforceability of the remaining provisions of these Guidelines. By using any Stille Mark, in whole or in part, you are acknowledging that Stille is the sole owner of the common law and statutory rights in the Stille Mark and promising that you will not interfere with Stille s rights, including challenging Stille s use, registration of, or application to register such mark, alone or in combination with other words, anywhere in the world, and that you will not harm, misuse, or bring into disrepute any Stille Mark. The goodwill derived from using any part of a Stille Mark exclusively inures to the benefit of and belongs to Stille. Except for the limited right to use as expressly permitted under these Guidelines, no other rights of any kind are granted hereunder, by implication or otherwise. If you have any questions regarding these guidelines, please contact Stille. You hereby agree that, if the terms of these Guidelines are not specifically enforced, Stille will be irreparably damaged, and therefore you agree that Stille shall be entitled, without bond, other security, proof of damages, to appropriate equitable remedies with respect any breach(es) of these guidelines, in addition to any other remedies available at law or in equity. Waiver The failure or delay of Stille to take any action against any unauthorized use of Stille Marks or violation of the guidelines of this document shall not constitute a waiver of Stille s rights to enforce these Guidelines, including but not limited to the right to institute appropriate legal proceedings. Binding Terms These Guidelines are a legally binding agreement between you and Stille. Your access and download of any digital files related to the Stille Marks or other use the Stille Marks implies your complete acceptance of the terms and conditions set forth in these Guidelines. Stille Trademark Guidelines Page 6 av 6 Date: 2010-07-30