APPENDIX 1 TO EEM WEBFORM T&C
APPENDIX 1 TO EEM WEBFORM T&C
LICENSE TERMS AND CONDITIONS
1.1 In this Appendix (hereinafter “License Terms and Conditions”) the following terms have the following meanings:
Licensor: ABB Asea Brown Boveri Ltd, a company incorporated in Switzerland with registration number CHE-106.239.600, whose registered office is at Affolternstrasse 44, 8050 Zurich, Switzerland
Mark: Trademark application defined in Annex 1 hereto and subsequent registrations
Purpose: The Mark shall only be used in related best-practices or in communications channels when specifically referred to the Energy Efficiency Movement – whether on a website, in printed material, in press, or at an event.
Territory: Countries where Licensor has, now or in the future, registered the Mark or otherwise has pending or enforceable rights. Information about where Licensor has registered the Mark or otherwise has pending or enforceable rights can be found in the Gated Area.
2.1 Licensor grants Licensee a non-transferable, non-exclusive, paid up, license to use the Mark solely for the Purpose, in the Territory.
2.2 No further right is granted to Licensee save as expressly set out in these License Terms and Conditions. Licensee does not acquire any kind of property or ownership rights or title in the Mark.
2.3 Licensee must not grant sub-licenses to the Mark.
2.4 Licensee acknowledges that Licensor is the owner of the Mark and any goodwill derived from the use of the Mark by Licensee accrues to Licensor.
- USE OF THE MARK
3.1 Licensee shall comply with Licensor’s instructions and guidelines, including but not limited to those regarding form and manner of the application of the Mark, which includes the guidelines and instructions set forth in Annex 2. Any deviation requires prior written approval of Licensor.
3.2 Licensee may use the Mark in its advertisement materials, show rooms, exhibitions etc. as set forth in the relevant instructions.
- DUTIES OF THE PARTIES
4.1 Licensor decides at its own discretion on necessary measures to protect the Mark in case of infringements and will be responsible for the costs of any related legal proceedings. Licensor is entitled to compensation of any damages, account of profits and/or awards of costs recovered. Licensee shall use its best endeavours to assist Licensor in any legal proceedings.
4.2 Licensee must promptly notify Licensor of any attack on the validity of any registration of the Mark or suspected infringement with regard to the Mark.
4.3 Licensee must not apply for or obtain registration of the Mark or any trademark which is confusingly similar to the Marks in any country.
- ADVERTISING AND MARKETING
5.1 Licensee undertakes to ensure that its advertising and marketing of the Mark shall in no way reduce or diminish or have any other negative impact on the reputation, image and prestige of the Mark.
- WARRANTIES; LIABILITY AND INDEMNITY
6.1 Licensor warrants that it is the owner of the Mark or otherwise has a right to license it. Any other warranties are explicitly excluded.
6.2 To the extent permitted by applicable law, any liability of Licensor for any direct, indirect, incidental, special or consequential damages, including but without limitation to loss of profits, loss of revenues or loss of use, or loss or corruption of data caused by or resulting from the Mark and incurred by Licensee or any third party, whether based on contract, tort, under statute, in equity, at law, or otherwise, is hereby excluded, even if Licensor has been advised about the possibility of such damages.
6.3 Licensee herewith expressly accepts that it will be fully responsible for its use of the Mark and that Licensor will not bear any liability related Licensee’s activities.
6.4 In the event of any third party claims against Licensor arising in connection with Licensee’s use of the Mark with any product or with any other activity of Licensee, Licensee agrees to indemnify and keep indemnified Licensor from and against all costs, claims, demands, liabilities, expenses, damages or losses (including but without limitation to any direct, indirect, incidental, special or consequential damages, loss of profits and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) resulting therefrom to Licensor. For the avoidance of doubt, the foregoing includes, but is not limited to any claims resulting from product liability.
6.5 Licensee’s obligation to indemnify Licensor applies whether or not Licensee may have been negligent or at fault and does not limit any further compensation rights of Licensor. It does however not apply if the liability or damage was a result of Licensor’s breach of its warranties as provided in these License Terms and Conditions.
- EFFECTIVENESS, DURATION AND TERMINATION
7.1 The license granted to Licensee according to these License Terms and Conditions (hereinafter “License”) comes into effect on after written notification from Licensor. Unless terminated in accordance with the provisions of these License Terms and Conditions, it remains in force for one (1) year. Thereafter, it will be automatically renewed for periods of one (1) year unless terminated by either party giving to the other not less than thirty (30) days written notice of such termination to the end of the original term or a renewal period.
7.2 Licensor has the right to terminate the License with immediate effect by notice in writing to Licensee if:
7.2.1 Licensee is in breach of its obligations under these License Terms and Conditions and fails to remedy such breach within thirty (30) calendar days after being notified by Licensor; or
7.2.2 there is any adverse change in the position, financial or otherwise, of Licensee, or there is a change in control of Licensee.
7.3 In the event of termination of the License howsoever arising, and subject to any express provisions set out elsewhere in these License Terms and Conditions, all rights and licenses granted to Licensee will cease, and Licensee shall cease to use the Mark.
8.1 Licensee agrees to comply with all applicable export control and sanctions laws and regulations, as applicable.
8.2 Licensee hereby warrants that it will not, directly or indirectly, and that it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of ABB, or any other party in a manner contrary to applicable laws (including but not limited to the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and, where applicable, legislation enacted by member states and signatories implementing the OECD Convention Combating Bribery of Foreign Officials), and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption.
8.3 Licensee herewith acknowledges and confirms that it has received a copy of ABB’s Code of Conduct, or has been provided information on how to access ABB’s Code of Conduct online. Licensee agrees to perform its contractual obligations under these License Terms and Conditions with substantially similar standards of ethical behaviour.
9.1 Licensee must not assign, transfer, charge, encumber or otherwise deal with the whole or any part of its rights and obligations under these License Terms and Conditions.
9.2 Licensor may assign, transfer, charge, encumber, subcontract or deal in any other manner with its rights and obligations under these License Terms and Conditions or parts thereof to any of its Affiliates.
9.3 The invalidity or unenforceability of any provision of these License Terms and Conditions does not adversely affect the validity or enforceability of the remaining provisions, and these License Terms and Conditions are given effect as if the invalid or unenforceable provision had been replaced by a provision with a similar economic effect.
9.4 Failure to exercise or enforce any term of these License Terms and Conditions does not constitute a waiver of such term and does not affect the right later to enforce such term or any other term therein contained.
These License Terms and Conditions are governed by the laws of Switzerland under exclusion of its conflict of laws rules.
Instructions and Guidelines as to use