Cookie Clarity Logo Suite Licence Agreement

This page (together with the documents referred to on it) tells you the terms and conditions on which we will licence any of the trademarks and logos listed on our website www.cookieclarity.com (“our site”) to you. Please read these terms and conditions carefully before downloading any trademarks or logos from our site. You should understand that by downloading any of our trademarks or logos, you agree to be bound by these terms and conditions.  You should print a copy of these terms and conditions for future reference.

1.            Information about us

 

We operate the website www.cookieclarity.com. “We” are Tonica and our registered address is Tonica, Suite 9, Chandos Business Centre, 87a Warwick Street, Leamington Spa, Warwickshire, CV32 4RJ, United Kingdom.

 

2.        Your status

 

By downloading a trademark or logo through our site, you warrant that you are legally capable of entering into binding contracts and you are at least 18 years old.

 

3.        Licence

 

We hereby grant to you a non-exclusive royalty-free licence to use the trade marks, devices and get-ups set out in our Cookie Clarity Logo Suite, including any listed registrations and applications and any registrations which may be granted pursuant to such applications (“Marks”) provided that you agree:

 

a.    not to use in your business or activities any other trade mark confusingly similar to the Marks and shall not use the Marks or any word confusingly similar to the Marks as, or as part of your corporate or trading name;

b.    that we are the owner of the Marks and you shall not dispute or challenge our rights as the licensor of the Marks;

 

c.    any goodwill derived from the use by you of the Marks shall accrue to us. We may, at any time, call for a confirmatory assignment of that goodwill and you shall immediately execute it;

 

d.    you shall not do, or omit to do, or permit to be done, any act which will or may weaken, damage or be detrimental to the Marks or the reputation or goodwill associated with the Marks or us, or which may invalidate or jeopardise any registration of the Marks;

 

e.    you shall not apply for, or obtain, registration of the Marks for any goods or services in any country;

 

f.     you shall not apply for, or obtain, registration of any trade or service mark in any country which consists of, or comprises, or is confusingly similar to, the Marks;

 

g.    to immediately notify us in writing giving full particulars if any of the following matters come to your attention:

 

                                          i.    any actual, suspected or threatened infringement of the Marks;

                                        ii.    any actual or threatened claim that the Marks are invalid;

                                       iii.    any actual or threatened opposition to the Marks;

                                       iv.    any claim made or threatened that use of the Marks infringes the rights of any third party;

                                        v.    any person applies for, or is granted, a registered trade mark by reason of which that person may be, or has been, granted rights which conflict with any of the rights granted to you under this agreement; or

                                       vi.    any other form of attack, charge or claim to which the Marks may be subject.

 

In respect of any of these matters listed above in this clause we shall, in our absolute discretion: decide what action if any to take; have exclusive control over, and conduct of, all claims and proceedings; not make any admissions other than to us and you shall provide us with all assistance that we may reasonably require in the conduct of any claims or proceedings. We shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for our own account.

The provisions of section 30 of the Trade Marks Act 1994 (or equivalent legislation in any jurisdiction) are expressly excluded.

 

h.    that nothing in this agreement shall constitute any representation or warranty that:

 

                                          i.    any Mark is valid;

                                        ii.    any Mark (if an application) shall proceed to grant or, if granted, shall be valid; or

                                       iii.    the exercise by you of rights granted under this agreement will not infringe the rights of any person.

 

4.            Liability and Indemnity

 

a.    To the fullest extent permitted by law, we shall not be liable to you for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from your exercise of the rights granted to you under this agreement.

 

b.    You shall indemnify us against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) (each a “Claim”) suffered or incurred by us arising out of or in connection with your exercise of your rights granted under this agreement or any breach by you of the terms of this agreement.

 

c.    You acknowledge and agree that damages alone would not be an adequate remedy for any breach of the terms of this agreement by you. Accordingly, we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.

 

d.    Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or for fraud.

 

5.            Your Additional Obligations

 

a.    You shall only make use of the Marks for the purposes authorised in this agreement.

 

b.    You shall not, nor directly or indirectly assist any other person to:

                                          i.    use the Marks except as permitted under this agreement;

                                        ii.    do or omit to do anything to diminish our rights in the Marks or impair any registration of the Marks; and

 

c.    You shall not grant sub-licences under this agreement nor assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with any of its rights or obligations under this agreement.

 

d.    You confirm you are acting on your own behalf and not for the benefit of any other person.

 

6.            Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

 

7.            Entire agreement

 

a.    This agreement and the documents referred to in it constitute the whole agreement between the parties, and supersede all previous agreements between the parties relating to its subject matter.

 

b.    Each of the parties acknowledges and agrees that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether negligently or innocently made) other than as expressly set out in this agreement.

 

c.    Nothing in this clause shall limit or exclude any liability for fraud.

 

8.            Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

9.            Severance

 

If any of these terms and conditions or any provisions of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

 

10.         Third party rights

No person other than a party to this agreement shall have any rights to enforce any term of this agreement.

 

11.         No partnership or agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of another party, nor authorise either party to make or enter into any commitments for or on behalf of the other party

 

12.         Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

 

13.         Notices

 

a.    All notices given by you to us must be given to us at info@cookieclarity.com.  We may give notice to you at either the e-mail or postal address you provide to us when downloading our Cookie Clarity Logo Suite. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

 

b.    Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

 

14.         Our right to vary these terms and conditions

 

a.    We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

 

b.    You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you).

 

15.         Law and Jurisdiction

 

Downloading Marks through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation of this Agreement (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.