TRADEMARK LICENCE AGREEMENT
THIS AGREEMENT (the "Agreement") is made on the date hereof (the "Effective Date")
BETWEEN:-
(1) Supermummy Ltd Company No. 06052601 (“The Licensor”); and
(2) you; whether as an individual, group, firm, partnership, company or other entity (“the Licensee”).
RECITALS
(A) The Licensor is the owner of the trademark SUPERMUMMY® and affiliated logo (the "Trademark") and of all training and marketing materials (collectively, the "Materials") accessed via www.supermummy.com (the "Site").
(B) The Licensor grants to the Licensee a non-exclusive, non-transferable licence (the "Licence") to use the Trademark and Materials for the period set forth in this Agreement for the promotion of the Licensee's Supermummy® Business Networking meetings and Supermummy® Business Training events (the "Services") subject to the terms and conditions contained herein (the "Conditions").
The parties to this Agreement agree as follows:-
1. Term of this Agreement
This agreement shall commence on the Effective Date and continue for a period of one full year, 12 months (the "Term"). The Licensee shall, thereafter, have the option to cancel (as recited in clause 3) or automatically continue with the Agreement for an unlimited number of additional months (the "Extended Term") provided that:
i) The Licensee has paid the Licensor the sums recited in clause 2 to follow; and
ii) The Licence has not been terminated in terms of clause 4 aftermentioned.
2. Licence fees
2.1 initial Fee
In consideration for the Licence granted for the Term herein, the Licensee shall on the Effective Date pay the Licensor a licence fee and set up cost of £249 Exclusive of VAT (the "Licence Fee") or the Licence fee stated in the Introductory offer or any other promotional campaign. The Licensee also agrees to pay monthly licence fees including Group Leader Training ("GLT") at a cost of £49 per month payable in advance and renewable monthly. The Licensor reserves the right to increase or modify the Licence Fee by notifying of said changes by e mail prior to said changes taking effect.
2.2 Renewal Fee
The Licensee agrees to pay the Licence Fee applicable each month and the Licence will automatically be in place during the period of the Licence, the "Term" and "Extended Term". If a Licencee cancels their agreement and wishes to reinstate and renew their Licence ,If applicable, the Licensee understands that any discounts or promotions that may have applied to the initial Licence Fee may not automatically apply to any renewals and that they will pay the Licence fee, set up fees and monthly fees applicable at the time.
3. Cancellation
The Licensee may cancel this Agreement at any time after the "Term" by providing a written notice to Supermummy Ltd with a minimum of 30 days notice required. It is understood that the Licensor is under no obligation to refund either the Licence Fee or Monthly Fees already paid by the Licensee for the current billing cycle. The Licensee also acknowledges that the Licensee's online account will be automatically terminated on the day of cancellation.
4. Termination
The Licensor shall have the right to immediately terminate this Agreement, upon written notice to the Licensee, in the event of a breach of any of the Conditions by the Licensee or upon taking any illegal action or other conduct deemed by the Licensor to be detrimental to the Licensor, the Trademark or brand. Notwithstanding the foregoing, the Licensor may cancel this Agreement at any time, with or without cause, by giving the Licensee written notice of termination. Upon termination without cause, any membership or licence fees paid but not used shall be returned to the Licensee.
5. Effect of Termination
Following termination of this Agreement whether as stipulated in clause 4 aforesaid or otherwise, the Licensee will immediately discontinue use of the Trademarks, cease providing the Services and return the Materials.
6. Ownership of Trademark
The Licensor warrants that it has the right to grant the Licence of the Trademark and does not require the consent of any third party to enter into this Agreement. The Licensee hereby acknowledges that nothing in the Licence is meant or shall be deemed to give the Licensee any rights, title or interest in the Trademark other than the right to use said Trademark in accordance with the Licence and the Licensee will not dispute the Licensor's title to the Trademark nor the validity of the Agreement. The Licensee undertakes not to do or permit to be done any act which would or might jeopardise or invalidate the registration of the Trademark nor do anything which might prejudice the right or title of the Licensor to the Trademark.
7. Maintaining High Standards of Quality
It is understood that the licensee shall conform to the nature and standards set by the Licensor, and the Services provided by the Licensee will observe the guidelines and standards contained in the official Supermummy® Training and the Supermummy® Group Leader Training and as otherwise determined by the Licensor from time to time. The Licensee shall have no objection whatsoever to any demand made by the Licensor to provide evidence of compliance with this Agreement, to comply with requests to provide data relating to the Services nor to the Licensor observing any aspect of the Services.
8. Permitted Use and Appearance of the Trademark
The Licensee will at all times ensure that the ®symbol be used in all printed and online materials and advertising. The Licensee will strictly adhere to the requirement not to alter the spelling, insert hyphens or otherwise vary the appearance of the Trademark.
9. Promotional materials
The Licensee will not use the Trademark or any variation thereof as the title of a newsletter or other printed or online publication. The Licensee may use the Trademark on the following promotional materials only; Flyers, posters, electronic mail and printed promotional materials whose sole purpose is to promote the Licensee's Services and on no other promotional materials whatsoever unless previously agreed in writing by the Licensor. When used in electronic mail, the Licensee will ensure that the Trademark complies fully with all applicable laws governing e-mail advertising and marketing.
10. Domain name
The Licensee will under no circumstances be entitled to use the Trademark, whether in whole or in part, or any variation thereof in their domain name address for a website promoting the Services of the Licensee or otherwise.
11. Websites and Social Networking Sites
The Licensee may utilise the Trademark to promote the Services on a website(s) or via social networking sites Facebook and Twitter (collectively, the "Licensee Site(s)") provided the Licensee Site includes a prominent hyperlink to the Site and the Licensee clearly identifies the owner of the Licensee Site. The Licensee will ensure that the Licensee Site does not contain any unsavoury or inappropriate content and accepts that should the Licensor at its sole discretion request that the Licensee cease using the Trademark for the purpose aforementioned in this clause, the licensee will as soon as is reasonably practicable and without complaint remove all reference to the Licensor, Trademark and Materials from the Licensee Site(s).
12. Internet Videos
The Licensee may release internet videos (the "Videos") of no more than 2:30 minutes each in length to promote the Services, provided that all participants of the Videos are aware of their participation and have confirmed the same by providing the Licensee with a valid written release. Any titles applied to the Videos will clearly state the Licensee's name or region and will incorporate the Trademark in one of the following formats; "SUPERMUMMY® Business Networking with ___" or "SUPERMUMMY® Business Training Event with ___" or “SUPERMUMMY Business Meeting in ___”. The Licensee will ensure that the Videos do not contain any unsavoury or inappropriate content and accepts that should the Licensor at its sole discretion request that the Videos be removed, the licensee will as soon as is reasonably practicable and without complaint remove all Videos from the internet.
13. Media Coverage
The Licensee may promote the Services through live news coverage or print news media, such as newspapers and magazines, by any mainstream news organisation or print publisher; provided that the Licensee informs the Licensor of any such promotion and, where possible, the Licensee will provide the Licensor with a copy of the article or footage and agree to it being used for promotional purposes should the Licensor deem this to be appropriate.
14. Sale of Licensor's products
The Licensee will agree to promote and sell the Licensor's official products and services as may from time to time may be made available for sale and for which the Licensee will be paid a commission as set out in the Supermummy® Affiliate Programme.
15. Competing Products
The Licensee shall not sell, offer for sale, advertise or promote any goods or services that the Licensor at its sole discretion determines competes directly or indirectly with, dilutes, disparages, or is otherwise detrimental to the Licensor's brand.
16. Merchandise and Services
The Licensee shall not manufacture, create or distribute any merchandise, services or other promotional material bearing or resembling the Trademark or a variation thereof.
17. Copyright relating to Materials
Unless otherwise agreed by the Licensor in writing, The Licensee will not copy, duplicate, sell, distribute or otherwise disseminate the Materials obtained by becoming a Licensee and/or as a result of GLMN. The foregoing does not apply to the official meeting handouts and Supermummy® Success Guides which are permitted to be duplicated and distributed to meeting and event participants.
18. Anti Competition
The Licensee expressly agrees not to set up any business which may reasonably be deemed to be in direct competition with Supermummy Limited for the period of the Term.
19. Payments
The Licensee shall be responsible for collecting payment from participants during the course of their providing the Services and is responsible for managing their accounts and any merchant services e.g. Pay Pal. The Licensee agrees to follow the price guidelines as set out in the official Supermummy Training for provision of the Services. The Licensee shall be paid commission on any sales referred by the Licensee resulting from their promoting the Products associated with the Supermummy® Affiliate Programme and .
20. Limitation of liability
Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall the Licensor or any of its affiliates, employees, directors, officers, agents, vendors or suppliers be liable to the Licensee or to any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with this Agreement, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorised representative of the Licensor has been advised of or should have known of the possibility of such damages. In no event shall the Licensor be liable for any damages in excess of the fees paid by the Licensee pursuant to this Agreement and for any one Term.
21. Indemnity
The Licensee shall indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs or expenses arising in any way and made by whomever as a result of the Licence being granted or any breach of any of the Conditions contained in this Agreement.
22. Relationship
The legal relationship between the parties to this Agreement shall be that of licensor and licensee. Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties, nor shall the Licensor be deemed to be acting in a fiduciary capacity towards the Licensee.
23. Disclaimers
The Licensor makes no representation or warranty that the operation of the Site will be uninterrupted or error-free. Accordingly, the Licensor will not be held liable for any consequences of whatever nature resulting from said possible interruptions though the Licensor will make every reasonable effort to ensure the interruptions are resolved as quickly as possible.
24. Severance
If any part of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that Condition or part thereof shall be deemed to be severable from the Agreement and shall not affect the validity and enforceability of any of the remaining Conditions of the Agreement.
25. Survival
If any term or provision of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever including, but without limitation, by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the parties of this Agreement, such terms or provisions shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement and the remainder of the provisions shall continue in full force and effect provided always that if any such deletion substantially affects or alters the commercial basis of this Agreement the parties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement as necessary or desirable in the circumstances.
26. Jurisdiction
This Agreement shall be construed in accordance with the laws of England and Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the English Courts.
27. Licensor's right to Modify Conditions
The Licensee acknowledges that the Conditions of this Agreement may be updated and modified from time to time at the Licensor's sole and absolute discretion. Said changes may be effected simply by the Licensor's posting notice of any change or alteration to this Agreement on the Site. Said modified conditions shall be deemed to be incorporated into this Agreement immediately upon their being posted on the Site and without notice being given to the Licensee.
28. 30 day guarantee
The licensee agrees to return all materials in their original condition and to surrender all login information to the Licensor no later than 30 days from the date of original purchase to make a claim for a refund under the 30 day guarantee. The materials must arrive by registered post or other signature required delivery service no later than 30 days after the original purchase. After receipt of the materials the Licensor has a period of up to 14 days to issue a refund.
29. Headings
The headings contained in this Agreement are for convenience only and shall not be interpreted to limit or otherwise affect the Conditions of this Agreement.
30. Entire agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and this Agreement supersedes all prior or contemporaneous agreements, representations, or understandings, written or oral, explicit or implied, concerning the subject matter of this Agreement. It is expressly agreed that the Conditions of this Agreement will supersede the Conditions of any other previously or simultaneously created agreement with which it may conflict.
It is understood by both parties that this Agreement shall be agreed and come into effect immediately upon the Licensee (you) proceeding to the next step of the Licence and payment process.
