S2M Trademark Licensing Agreement


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S2M Trademark Licensing Agreement

  1. 1.   S2M Trademark Licensing Agreement (NL)   The parties: Seats2Meet.com International BV, having its principal place of business in Utrecht, the Netherlands and being registered with the Chamber of Commerce under number 50516167 (“S2M”), and <BEDRIJFSNAAM>, having its principal place of business in <VESTIGINGSPLAATS>, <LAND> and registered with the Chamber of Commerce under number <KVK   NUMMER> (“Licensee”), both represented by officers authorized to enter into the obligations as presented below, Considering, that S2M has developed an innovative disruptive hospitality concept, catering for the growing numbers of Free Agents, Knowmads and other innovators in the world, who meet both in the physical and virtual worlds (“ the Concept”), S2M in connection with the Concept has available certain software to facilitate seat reservations in the physical world and virtual meetings in the virtual world (“the Software”), Licensee operates or is considering operating a hospitality business (“the Business”) in a certain geographical region (“the Territory”) and desires to use the Software to this end, S2M and Licensee have already or are about to conclude a separate software license agreement for this use of the Software, S2M further in connection with the Concept owns the trade name “Seats2Meet.com” and “S2M”, the Benelux trademark number 0801604 and other pending European and international trademarks and applications (“the Marks”), S2M is willing to license to Licensee the Marks for the Business, have agreed the following: Article 1. Trademark license S2M hereby grants Licensee a limited license to use the Marks for the Business in the Territory. At Licensee’s option, this license is limited to either of A) the “Inspired by Seats2meet.com” license A of article 2, and B) the “Seats2meet.com Partner” license B of article 3. Licensee may elect either option at any time, provided Licensee gives notice thereof to S2M at least 30 days in advance. 1/6 Initials:
  2. 2.   S2M Trademark Licensing Agreement (NL)   This license is exclusive for Licensee for a geographical region of 250 meters surrounding the physical location at which Licensee operates the Business (if the Business is operated at multiple physical locations, the largest physical location shall be used for the purpose of this article) with respect to the following: • The physical location at which Licensee operates the Business is at least 1,000 square meters in size, • The Business must be in actual operation within four weeks of the Effective Date, • The exclusivity ends one year after the effective date of the software license agreement, regardless of the Effective Date. Article 2. “Inspired by Seats2Meet” (License A) In case Licensee elects the “Inspired by Seats2meet.com” option, the license of article 1 is limited to what is provided in this article. Licensee must operate the Business under a trade name of its own choice that does not contain and that is not substantially similar to any part of the Marks. In any promotional message, regardless of medium, Licensee shall include both the textual label ‘Inspired by Seats2meet.com’ and the S2M logo as indicated at <http://www.myowns2m.com/wiki/name>. These must always be included in combination. Licensee must operate the Business within six months of the Effective Date. If Licensee does not do so, this agreement will terminate automatically at that time. Article 3. “Seats2meet.com Partner” (License B) In case Licensee elects the “Seats2meet.com Partner” option, the license of article 1 is limited to what is provided in this article. Licensee shall operate the Business in the Territory using a trade name that consists of the Mark “Seats2meet.com” in combination with an authorized licensee indication, and no other trade name. Prior to actually operating the Business, Licensee is entitled only to use the “Coming Soon” logo as shown at <http://www.myowns2m.com/wiki/name>. Licensee shall elect a licensee indication and present such indication to S2M for approval as soon as possible after electing this option. S2M shall indicate its approval or refusal within two weeks. Licensee shall use one of the Partner logos as shown at <http://www.myowns2m.com/wiki/name> in its communications to the public. Licensee must operate the Business within six months of the Effective Date. If Licensee does not do so, this agreement will terminate automatically at that time. 2/6 Initials:
  3. 3.   S2M Trademark Licensing Agreement (NL)   Article 4. Trademark restrictions Regardless of the option chosen, Licensee’s use of any Mark is subject to the provisions of this article. Licensee is free to choose the font face, size, color and other aspects of any textual reproductions of a Mark, as long as the textual reproduction is readable for the average person and is no smaller than 30% of the text height of the main title of the promotional message. Licensee must reproduce any logo Mark exactly as indicated in the appendix, either the black-and-white or the color version. Colors may not be changed; if a color cannot be reproduced faithfully Licensee must use the black-and-white version instead. The logo must be reproduced no smaller than 30% of the text height of the main title of the promotional message. In promotional messages where inclusion of a graphical logo is technically not feasible, Licensee may refrain from using the logo but must then provide a textual Mark in a standard font of the same size, color and other aspects as the default text of the promotional message. If this is not feasible either (e.g. due to size limitations in the message imposed by the service operator) Licensee must refrain from mentioning S2M altogether. Licensee is not authorized to register, acquire or operate any domain names containing any of the Marks or a confusingly similar designation. At the request of Licensee, S2M will register and operate any domain names containing any of the Marks as reasonably necessary for the Purpose. S2M will strive to ensure that these domain names redirect to websites or other services operated by Licensee in connection with the Business. Licensee is authorized to register and operate web page URLs as well as service user or display names or pictures (e.g. Twitter usernames, forum or blog profile photos, Gravatar icons or LinkedIn group names) containing any of the Marks but only if necessary for the Business. Further, in content on websites and other media and in any communication to third parties, Licensee is authorized to use any of the Marks (as well as any domain names referred to in the previous paragraph) if necessary for the Business. When using any of the Marks, Licensee shall at all times strictly adhere to the trademark guidelines as provided by S2M as part of the documentation. S2M may change these guidelines from time to time, provided S2M gives timely notice to Licensee and takes reasonable feedback from Licensee into account. Licensee shall not oppose or seek annulment proceedings against any of the Marks or apply for trademark protection in or for any country or region for a mark that is confusingly similar to or contains any of the Marks. At the request of Licensee and if deemed valuable for the Business, S2M may apply for such trademark protection. The license of this article shall then be extended to such trademark. Deviations from this article are only possible after express written permission from an authorized officer of S2M. 3/6 Initials:
  4. 4.   S2M Trademark Licensing Agreement (NL)   S2M Obligations S2M shall include the trade name of Licensee in the booking overview of the Software as well as other relevant information to be mutually agreed upon. S2M shall arrange for an account in the MINDZ social media environment for the benefit of Licensee. Any content Licensee publishes using this account shall be included in relevant promotional messages of S2M. S2M shall promote Licensee to the best of its abilities. To this end S2M may use the name and logo and related information of Licensee in promotional activities, both online and offline, regarding the Software. S2M will honor reasonable requests regarding the specific way of presentation, e.g. logo colors or positioning. S2M will strive to include multiple licensees in such promotional activities where possible. Change of terms This agreement may be changed at any time if both parties agree to such change and if the changes are recorded by means of written instrument. S2M has the right to unilaterally adapt or add to this agreement once every calendar year after the first anniversary of the Effective Date. However, before making such unilateral adaptations or additions, S2M shall announce the planned changes to Licensee at least three months in advance. If Licensee raises any objections within two months after such announcement, S2M will give serious consideration thereto and may withdraw any or all of the adaptations or additions. S2M will give notice to Licensee of such withdrawal. Failure to object to certain adaptations or additions shall constitute acceptance of such adaptations or additions. Licensee has the right at any time in the three-month period after receipt of such announcement to terminate this agreement effective at the end of that period, if at the end of that period S2M maintains at least one adaptation or addition that Licensee has objected to. Term and termination This agreement shall enter into force on the last date of signature below (“the Effective Date”) and remain so until terminated in accordance with the provisions of this article. Licensee may terminate this agreement at any time by means of written notice to S2M three months before the desired date of termination. S2M may terminate this agreement at any time if Licensee does not comply with any of its provisions, but only if S2M has previously provided written notice to Licensee which details the lack of compliance and sets a term for when the compliance must be restored. 4/6 Initials:
  5. 5.   S2M Trademark Licensing Agreement (NL)   This agreement terminates automatically if and when either party terminates the license agreement for the Software. After termination, Licensee shall as soon as is practical cease all use of the Marks. Furthermore, Licensee shall cancel or transfer control to S2M over any web page URLs as well as service user or display names or pictures that contain any of the Marks. Miscellaneous This agreement shall be governed by and construed in accordance with the laws of the Netherlands without consideration of its conflict of law provisions. Any disputes arising out of or in connection with this agreement shall be brought before the competent courts for the principal place of business of S2M. The parties enter into this agreement as independent contractors. No employment relationship is created by this agreement between S2M and Licensee or any of their respective employees or agents. Neither party has the power to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent. Licensee shall operate the Business at its own risk and for its own benefit. In the event that any one or more of the provisions of this agreement is determined by a court of competent jurisdiction to be invalid, unenforceable, or illegal, such invalidity, unenforceability, or illegality shall not affect any other provisions of this agreement, and the agreement shall be construed as if the challenged provision had never been contained herein. The parties further agree that in the event such provision is an essential part of this agreement, they will immediately begin negotiations for a suitable replacement provision. The failure of either party at any time to require performance by the other party of any provision of this agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this agreement be taken or held to be a waiver of any further breach of the same provision. S2M refers customers of Licensee through the Software to a publicly-accessible service where third parties may leave comments and reviews regarding Licensee and other parties. This service is not operated by S2M and S2M has no control over the content of the service. In case Licensee feels a particular comment or review is inappropriate, it is the sole responsibility of Licensee to raise the issue with the operator of the service. Neither party may bring an action, regardless of cause or form, arising out of or related to this agreement more than one year after the date of discovery of the cause of action or the date of termination of this agreement, whichever is earlier. Any requirement for a “written” statement can be fulfilled by using a digitized version communicated by electronic means such as facsimile or e-mail, provided the identity of the sender and integrity of such electronic means can be determined with sufficient certainty. 5/6 Initials:
  6. 6.   S2M Trademark Licensing Agreement (NL)   Was signed, For S2M For Licensee Name : Name : Title : Title : Date : Date : 6/6 Initials: