The Customer agrees with Avire to comply with the following terms and conditions of use regarding Avire’s trade marks:
- The Customer acknowledges that Avire is the proprietor of any and all trademarks and logos licenced to the Customer under this agreement (the “Marks”), and that the Marks are valid and subsisting. Subject to the terms of this agreement, Avire agrees to licence certain Marks as is agreed between the Customer and Avire in writing to the Customer.
- While a customer of Avire, the Customer may use the Marks in its distribution and sale of Avire products. In its use of the Marks the Customer shall:
- use the Marks only in a form, style and size authorised in writing by Avire;
- not display the Marks on anything other than advertising and promotional material relating to Avire products and on Avire products themselves, their packaging, information sheets and instruction manuals;
- not use the Marks in any way which would tend to allow the Marks to become generic, lose their distinctiveness, become liable to mislead the public, or be detrimental to or inconsistent with the good name, goodwill, reputation and image of Avire.
- use the Marks only in the form, style and size authorised in writing from time to time by Avire and shall not modify or use the Marks in conjunction with any other names or without the specific prior written approval of Avire.
- In the event that the Customer ceases to be a customer of Avire for any reason, the Customer shall:
- immediately cease all use of the Marks EXCEPT that the Customer shall be permitted during the six-month period following termination to sell its remaining stock of Avire products by or with reference to the Marks; and
- at the request of Avire, execute an assignment in favour of Avire of any and all goodwill in the Marks that may have accrued to the Customer from its use of the Marks anywhere in the world.
- The Customer shall not either during or after the period it is a customer of Avire:
- claim any rights, interest or goodwill in or under the Marks;
- use or register anywhere in the world any sign that is, comprises or is confusingly similar to the Marks. Such use includes use of the Marks as a corporate, business or trading name or style or domain name registration of the Customer;
- set up any business or other trading entity or incorporate any company with a registered name or trading name or style or domain name registration that uses or incorporates the Marks; or
- advise or assist any third party to do any act prohibited under this clause.
- During the validity of this agreement the Customer is entitled to use without charge written and photographic material in which Avire holds copyright. By using this material the Customer acknowledges Avire’s copyright in that material. On termination of the agreement for whatever reason the Customer shall cease using any material in which Avire holds copyright.
- Avire has the right to revoke this licence at any time.
- The Customer shall indemnify Avire against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Avire arising out of or in connection with the Customer’s use of the Marks.
- No modifications to these terms and conditions shall be effective unless in writing signed by both parties.
- This agreement and all non-contractual disputes or claims shall be governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts in respect of any dispute arising out of or in connection with this agreement.