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Web Linking Agreement

By linking to the web site of Elk Group, Inc. (“Elk”) at www.elkcorp.com (this “Site”), the person, corporation, company or other business entity placing or using on another website a link to this Site (“You”) thereby agrees to the following terms and conditions of this Web-Linking Agreement (this “Agreement”).

1. Revocable Right.

In consideration of the other terms and conditions hereof, Elk hereby grants to You a non-exclusive limited revocable non-sublicensable non-assignable non-transferable right to (i) establish a link to this Site (the “Link”) under the terms and conditions, and as described more fully, in this Agreement and (ii) use such trade and service marks included in the Image (as defined below) or the Non-Image Link (as defined below) solely for the purpose of establishing the Link. You may link, and any Link shall resolve, directly solely to the homepage of this Site. You may not deep-link to any subsites or pages of this Site or link to this Site or any subsite or page of this Site by framing.

2. No Other Rights or Grants.

Apart from the non-exclusive limited revocable non-sublicensable non-assignable non-transferable right expressly set forth in the immediately preceding sentence, Elk does not grant to You or any third party under or in connection with this Agreement, and nothing in this Agreement or its performance grants, or shall be interpreted to grant, You or any third party any rights or license to any trademark, service mark, trade dress, tradename, name, domain name, Uniform Resource Locator, brand or logo of Elk or any of its affiliates (collectively, “Elk Marks”) or to any copyright, work, patent, patent application, technology, idea, invention or discovery of Elk or any of its affiliates.

3. No Right to Payments.

You are and shall not under any circumstances be entitled or have any right or expectation to any linking, referral, transaction or usage revenues, commissions, membership or hit fees, or any other fees, expenses, payments, consideration or value of any kind for establishing, placing or using the Link or for any third party’s visiting this Site or any other site of Elk or any of its affiliates or its conducting any business with Elk or any of its affiliates, whether or not it results from its use of the Link.

4. Link.

You agree to use as any Link, for the duration of such Link, solely either (i) the graphical image file specifically provided to you by Elk for the purpose of the Link (the “Image”) into the HTML files located at Limited Licensee’s web site, or (ii) a simple underlined link appearing as www.elkcorp.com without any graphical image associated with it (the “Non-Imaged Link”). For any Link, you may not use any image, trademark, service mark, or logo other than the Image or the Non-Imaged Link.

5. Definition of “User” and “User Information”.

For purposes of this Agreement, the terms (i) “User” means any user (whether individual or entity) accessing this Site through the Link; and (ii) “User Information” means (aa) navigational information, including, but not limited to, usage of other hyperlinks within or available through this Site, (bb) transactional information, including, but not limited to, billing information, including products purchased and method of payment, and (cc) User’s Internet address and/or other identifying information such as actual name or address.

6. Location of the Link.

The Link shall be placed on Your web site in accordance with the terms and conditions of this Agreement and such as not give the appearance of Elk’s sponsorship of You, Your products or services or Your website or Your sponsorship of Elk, Elk’s products or services or Elk’s websites.

7. No Negative Association.

Without limiting Your rights to any fair use or under any applicable federal or state law, the Link shall (i) appear in the Home Page such that it is not associated with images, marks, logos, text or words that are inappropriate, defamatory, disparaging, or otherwise likely to impair the quality, image or goodwill associated with the Elk Marks, or that editorialize as to Elk or Elk’s products, (ii) not be placed or used in any way that might prejudice the distinctiveness or validity of or the goodwill in any Elk Marks, or that creates the appearance of sponsorship or a likelihood of confusion between Elk and its products and any other provider and such provider’s goods or services; and (iii) shall not bear a subordinate relationship or position as to Elk’s competitors or such competitor’s respective products. The Image shall not be displayed in a manner that states or implies that You are a partner, principal, officer, director, employee, agent or other representative of Elk.

8. Notice to Elk.

Without limiting Your rights to any fair use or under any applicable federal or state law, at least ten (10) days prior to adding any new Links to this Site, You agree to notify Elk of the nature of the new Links. In the absence of any objection from Elk, You may place such Links on Your site ten (10) days after notice was given if such Links and the placement of such Links comply with the terms of this Agreement.

9. Use of this Site.

Any access, viewing and use of this Site, or any of its subsites or pages, is subject to the Terms and Conditions and the Website Privacy Statement. You agree not to furnish or disclose to any third party any User Information concerning Users who link to this Site.

10. Representations and Warranties.

You represent and warrant to Elk that, as of the date of this Agreement:

a. You have duly registered the domain name of Your web site on which the Link is placed with all applicable authorities and possess all rights necessary to use, and grant others a license to use, such domain name; and

b. The content and materials which You have placed within Your web site do not and will not (i) infringe upon or violate (a) any U.S. copyright, patent, trademark or other intellectual or proprietary right of any third party, or (b) any applicable law, regulation or non-proprietary third-party right, or (ii) contain any obscene, defamatory, harassing, offensive, or malicious material.

Elk shall have no obligation to verify the current or continued accuracy of any information provided by You or the current or continued accuracy of the Link or any link, and Elk shall not be responsible or liable for any errors contained in the Link or any link or any viruses, worms, cookies, or similar code transmitted or placed on any User’s system through the use, view or access of the Site or any Link. Elk shall have no obligation to verify the current or continued accuracy of any information, text, materials, images, or data contained on, or obtained from or through, this Site or any of its subsites or pages, or any sites linked through or from this Site. The Links and any information, text, materials, images, or data are provided “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, WORKMANSHIP, OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ELK BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO ACCESS, VIEW OR USE, THIS SITE OR ANY INFORMATION, TEXT, MATERIALS, IMAGES, DATA OR LINKS ON THIS SITE OR ANY SUBSITES OR PAGES OF THIS SITE, EVEN IF ELK OR AN AUTHORIZED REPRESENTATIVE OF ELK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event that any applicable law does not allow or limits the use of any disclaimer or exclusion of warranties or liability, solely to the extent that such applicable law does not allow or limits the use of the disclaimer or exclusion of warranties or liability herein, the disclaimer or exclusion of warranties or liability herein shall be interpreted so that they are valid and enforceable to the greatest extent possible under such applicable law.

11. Termination.

Elk may revoke the right under Section 1 of this Agreement and terminate this Agreement at any time and for any reason by (i) posting such revocation and termination on this Site without any prior notice, and/or (ii) providing You with written notice of revocation or termination by e-mail, facsimile, mail or other means. In each case, the revocation and/or termination shall be effective immediately. You may terminate this Agreement at any time by removing any and all Links, and any other links to this Site, without any prior notice. Any renewed placing or using of any link to this Site shall be again subject to the terms of this Agreement. Upon revocation of the right under Section 1 of this Agreement or termination of this Agreement for any reason, all rights granted under this Agreement shall expire and terminate, and You agree to immediately cease use of any Elk Marks and remove any and all Links to this Site.

12. Miscellaneous.

a. You and Elk are independent contractors, each without the power or authority to bind, contract or commit the other. Elk is not, and nothing in this Agreement or on this Site, shall be interpreted that, directly or indirectly, (i) Elk is a partner, joint venturer, co-owner or otherwise participant in a joint or common undertaking with you, or (ii) Elk is an employer or agent of you, or (iii) you are an employee or agent of Elk.

b. Nothing in this Agreement or on this Site, or any act or omission, including, without limitation, selection or seeking or failure to select or seek a certain right or remedy, constitutes, and shall not be construed to constitute, any waiver by Elk of any right or remedy provided under this Agreement or a breach of this Agreement. Any such waiver by Elk must be express and written.

c. Should any section, or portion thereof, of this Agreement be held invalid by reason of any law existing now or in the future in any jurisdiction by any court of competent authority or by a legally enforceable directive of any governmental body, such section or portion thereof shall be validly reformed so as to approximate the intent of this Agreement as nearly as possible and, if unreformable, shall be deemed divisible and deleted with respect to such jurisdiction; this Agreement shall not otherwise be affected.

d. This Agreement constitutes the entire terms and agreement regarding the linking to this Site or any subsites or pages thereof. Elk may, at any time, without the need for notice, assign, transfer, convey, or delegate any rights or obligations under this Agreement.

e. ELK AND YOU AGREE THAT THIS AGREEMENT, AND THE INTERPRETATION AND ENFORCEMENT OF ANY RIGHTS AND OBLIGATIONS IN CONNECTION WITH OR SET FORTH IN THIS AGREEMENT, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, UNITED STATES OF AMERICA, WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THAT MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. EXCEPT FOR ANY LITIGATION OR PROCEEDING BY ELK TO OBTAIN ANY INJUNCTIVE RELIEF, ELK AND YOU HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF COMPETENT STATE AND FEDERAL COURTS IN THE STATE OF TEXAS FOR ANY LITIGATION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, THE LINKING TO THIS SITE, AND ANY OTHER MATTER RELATED THERETO, AND TO THE VENUE OF SUCH LITIGATION OR PROCEEDING IN THE COUNTY OF DALLAS, TEXAS, UNITED STATES OF AMERICA.


June 2005


 

Elk Corp Stock Quote
Date: 12/23/2005
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