1. Goodwill and brand protection
In order to protect the product, service, brand and goodwill of Pascoe Canada, the Affiliate hereby covenants, undertakes and warrants that the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate or companies within the Affiliate Group) is (and shall remain) sufficiently and substantially distinct and different from the Pascoe Canada Website (to be determined at Pascoe Canada sole discretion). As the Affiliate of Pascoe Canada, you hereby agree and acknowledge that for the term of this Agreement and continuing thereafter:
1.1 the look and feel of the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate) shall be distinctly and significantly different to the Pascoe Canada Website including in respect of the colour scheme, the composition, the typefaces, the design and the layout (including the brand), the (click) buttons, boxes and banners and the available features (save for those features reasonably required for the performance of the Affiliate’s obligations under this Agreement);
1.2 any logo(s) used on the Affiliate Website(s) (including all other websites owned, controlled or hosted by the Affiliate) shall be distinctly different to the Pascoe Canada logo (save for any logo that may be provided by Pascoe Canada for use by the Affiliate under or pursuant to this Agreement);
1.3 the Affiliate shall not in any way imitate or copy the Pascoe Canada Websites (in general or in respect of certain (new) features, pages, form, composition or aspects), and
1.4 the Affiliate shall promptly comply at its own costs with any reasonable requests from Pascoe Canada to make such (further) changes, alterations or amendments to any aspect of the Affiliate Website(s) which is or can be regarded to be confusingly or significantly similar to any element of the Pascoe Canada Website.
2. Intellectual Property Rights
2.1 The Affiliate acknowledges that Pascoe Canada shall retain ownership of all rights, title and interest in and to all Intellectual Property Rights of Pascoe Canada or embodied in the Pascoe Canada Website, including (but not limited to) the Pascoe Canada logo, the Content and the Pascoe Canada Data. Nothing contained in this Agreement shall be deemed to transfer any such right, title or interest to the Affiliate in any way.
2.2 The Affiliate shall not (directly or indirectly) register, acquire, use, purchase or obtain Internet domain name which incorporates any word or words which are identical, or confusingly or substantially similar to "Pascoe Canada" or any variations, translations or misspellings thereof, included as part of the address.
2.3 By entering into this Agreement, Pascoe Canada does not (explicitly or tacitly) waive or forfeit any of its rights to which it is entitled by any law, contract or otherwise (now or in the future) in respect of the Pascoe Canada Intellectual Property Rights vis-à-vis the Affiliate or other third parties.
