By pressing the Accept button below, you (hereinafter defined as the "Licensee") are expressing in a legally binding way your acceptance of all terms and conditions which govern this CVBase Logo License Agreement (hereinafter referred to as the License Agreement), entered into between CVBase AG, with registered office in 61 Goethestrasse, CH-9008 St. Gallen, Switzerland (hereinafter referred to as "CVBase"), and the Licensee, for use of specified CVBase Trademarks (hereinafter defined), effective as of the date set forth below.If you do not agree to such provisions, you are hereby bound to press the Decline button below and refrain from any use of the CVBase Trademarks.
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The Company or organization set forth above is referred to as "Licensee" for all purposes hereunder.
2.1 Subject to appropriate acceptance hereof by the Licensee, as well as to full compliance by the Licensee with all the terms and conditions of this License Agreement, CVBase hereby grants to Licensee, who accepts, a non-exclusive, non-transferable, royalty-free, personal license to use the following logos in the Territory (hereinafter defined): the "Free DCV Now" logo, the "DCV Bubble" logo, and the "Includes DCV" logo (hereinafter collectively referred to as the "Trademarks"), it being understood that the Trademarks may be used only in conjunction with the CVBase DCV software product described on CVBase's official website, in the manner described in the attached documents, which form an integral part hereof: Guidelines for using the Free DCV Now logo Guidelines for using the DCV Bubble logo Guidelines for using the Includes DCV logo CVBase Trademarks & Copyrights (hereinafter collectively referred to as the "Guidelines for using the Trademarks") also available on CVBase's official Web site, and as may be amended by CVBase from time to time.
2.2 The "Territory" shall consist of the countries and regions of the European Union and Switzerland. The license rights granted to Licensee hereunder shall not extend to other territories, it being understood however that CV Base may at its own sole discretion authorize in writing an extension of the Territory to additional countries and/or regions, if so requested in writing by the Licensee.
2.3 Licensee agrees and acknowledges that CVBase retains all rights, title and interest in and to the Trademarks. Except as expressly granted in this License Agreement, Licensee shall not acquire any right whatsoever on the Trademarks. Under no circumstances will anything in this License Agreement be construed as granting, by implication, estoppel or otherwise, a license to any CVBase technology or proprietary right other than the permitted use of the Trademarks hereunder.
2.4 Licensee agrees not to adopt, use or register any corporate name, trade name, trademark, service mark or certification mark, or other designation similar to, or containing in whole or in part, the Trademarks. Licensee agrees that all use of the Trademarks by Licensee will inure to the benefit of CVBase. Licensee may not use the Trademarks in any way as to assert or imply any kind of endorsement or sponsorship of the Products by CVBase.
3.1 In general, Licensee represents and warrants that it will use the Trademarks solely in strict adherence to the provisions provided for by this License Agreement and its enclosures and attachments, and that it will not use the Trademarks for promotional gadgets or for products which, in CVBase's reasonable judgment, will diminish or otherwise damage CVBase's goodwill in the Trademarks, including but not limited to uses which could be deemed to be obscene, excessively violent or otherwise in poor taste or unlawful, or the purpose or objective of which appears to encourage unlawful activities. Furthermore, Licensee agrees not to use the Trademarks in any way that would disparage or injure CVBase's reputation for high quality.
3.2 In particular, Licensee may not use or reproduce the Trademarks in any manner whatsoever other than as expressly described in the guidelines set forth in the "Guidelines for using the Trademarks", as defined above.
3.3 The license granted hereunder is strictly personal to Licensee and Licensee shall not assign, transfer or sublicense this License Agreement (or any right and/or obligation arising therefrom) in any manner without the prior written consent of CVBase.
3.4 Licensee may use the Trademarks only to identify CVBase as the source of CVBase products or to link to CVBase's official Web site (currently http://www.cvbase.com/), as more fully set forth below:
3.4.1 Licensee may use the "Free DCV Now" logo solely as an indicator of a link to the DCV software download page on CVBase's official Web site, as expressly described in the attached "Guidelines for using the Free DCV Now logo". CVBase may keep track of the domains where the Free DCV Icons are placed and may keep track of downloading operations requested from said domains.
3.4.2 Licensee may use the "DCV Bubble" logo only for representing its capability to receive, decrypt, store and retrieve candidates DCV files, but only provided that Licensee has a valid license for using CVBase Management & Query System product, or other CVBase products which can read DCV files, as expressly described in the attached "Guidelines for using the DCV Bubble logo".
3.4.3 Licensee may use the "Includes DCV" logo only for representing that Licensee's products include CVBase's DCV software product, as expressly described in the attached "Guidelines for using the Includes DCV logo".
3.5 In addition, when using the Trademarks, Licensee shall:
3.5.1 Include the following trademark attribution in reasonably close proximity to its first use of the Trademarks in any document or on a screen display, or in a location to which users are directed for statements concerning the ownership of intellectual property rights of Licensee: DCV and the DCV logo are registered trademarks of CVBase AG.
3.6 Licensee agrees to maintain the quality of Licensee's use of the Trademarks that meets or exceeds industry standards.
3.7 Upon reasonable request from CVBase, Licensee shall notify CVBase of the locations of Licensee's use of the Trademarks or furnish CVBase with suitable specimens of Licensee's use of the Trademarks. CVBase may review Licensee's use of the Trademarks periodically to evaluate Licensee's compliance with the quality standards described in this License Agreement. Licensee shall remedy any material deficiencies in its use of the Trademarks, upon reasonable notice from CVBase.
3.8 Licensee shall indemnify, defend, and hold harmless CVBase from and against any claims relating to Licensee's use of the Trademarks that does not comply with this License Agreement.
4.1 CVBase represents and warrants that use of the Trademarks in the Territory in compliance with this License Agreement does not infringe any third party's trademark in the Territory.
4.2 Subject to Section 4.3. below, CVBase agrees to indemnify, defend, and hold Licensee harmless from and against damages, costs, and expenses (including reasonable attorneys' fees) incurred in connection with a claim which has been definitively ruled, by a competent court or body, as to constitute a breach of the foregoing warranty, provided CVBase is notified promptly in writing of any applicable infringement claim and has sole control over its defense or settlement, and Licensee provides reasonable assistance in the defense of the same. CVBase shall have no liability hereunder if the Trademarks used by Licensee are not reproduced from electronic files provided by CVBase.
4.3 CVBASE MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE TRADEMARKS, THEIR MERCHANTABILITY AND/OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. IN NO EVENT SHALL CVBASE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING FROM OR RELATED TO LICENSEE'S USE OF THE TRADEMARKS.
This Agreement shall become effective as of the date of acceptance by the Licensee and shall have a term of one (1) year therefrom; thereafter this Agreement shall be automatically renewed for additional periods of one year each unless terminated by either party by written notice sent to the other party at least thirty (30) days in advance of any expiration date.CVBase shall have the right to unilaterally terminate this License Agreement with cause upon fifteen (15) days prior written notice if it determines, in its sole discretion, that Licensee is not using the Trademarks in compliance with this License Agreement. CVBase may terminate this License Agreement for any reason upon sixty (60) days prior written notice. From and after termination or expiration of this License Agreement, Licensee shall cease and desist from all use of the Trademarks.
All notices under this License Agreement shall be in writing and shall be deemed given if delivered personally, mailed by registered or certified mail, return receipt requested, or sent by facsimile with a receipt confirmed by telephone, to Licensee at the address set forth above, to CVBase at the address, CVBase AG, 61 Goethestrasse, CH-9008 St. Gallen, Switzerland Attn.: General Counsel, or to such other addresses as a party may from time to time notify the other party.
7.1 This License Agreement contains the entire License Agreement of the parties with respect to the subject matter hereof and may be amended only in writing by authorized representatives of the parties.
7.2 The Licensee by accepting this Agreement declares to be informed and advised of any applicable law or regulations which protect the Privacy and authorizes CVBase to any treatment of data and information pertaining to Licensee within the limits provided by said laws and/or regulations.
7.3 This License Agreement shall be governed by and construed in accordance with the Swiss laws.
7.4 The parties hereto shall make reasonable efforts to settle in an amicable way any dispute that might arise between or among them in connection with this Agreement or the carrying out of the transaction contemplated herein.
7.5 Licensee hereby accepts the exclusive jurisdiction and venue of the Courts of Zurich, Switzerland.
7.6 No waiver of any breach of any provision of this License Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision of this License Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. This License Agreement shall not be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.
