License Agreement
LICENSE AGREEMENT
for the use of the Trademark
Kyiv
The draft of this License Agreement (hereinafter - the Agreement) with essential conditions is posted on the website of the Licensor and is available here - https://www.kyivbrand.com/oferta.
1.LICENSOR
2.LICENSEE
hereinafter together - the Parties, and each individually - the Party in accordance with the Civil Code of Ukraine, the Laws of Ukraine "On Protection of Rights to Marks for Goods and Services", "On Electronic Documents and Electronic Document Management" concluded this Agreement on the following terms:
3. Definition of terms used for the purposes of this Agreement.
The trademark is a designation with the image of the tourist logo of the city of Kyiv , which is registered according to Ukrainian certificate No. 209513 (date of application - 10.03.2016) regarding goods and services of class 21, 25, 39 of the International Classification of Goods and Services for registration of marks, bibliographic data of which are available via a link on the Internet on the official website of Ukrpatent https://sis.ukrpatent.org/uk/search/detail/920764 (furthe – The trademark, TM).
Territory – the jurisdiction of the state where the Trademark is legally used is indicated in the characteristics of the NFT collection.
Services are a set of all services provided by the Licensee to consumers in the Territory in compliance with the requirements specified in this License agreement and the NFT.
Goods are items of economic turnover on which the Trademark is applied in accordance with the conditions specified in the NFT.
Expiry date - of the Agreement is the period of use of the Trademark in accordance with the conditions specified in the NFT.
NFT validity period - the period of legitimate use of the NFT is limited to the NFT validity period during which the NFT holder holds the NFT.
A licensee is a natural or legal entity that is an NFT holder party to the License Agreement.
Licensor – An natural or legal entity that is the owner of the Trademark and has the exclusive right to allow the use of the Trademark.
NFT holder - a person who is the owner of a virtual asset wallet (WALLET NUMBER) containing NFT that is created, accounted for and disposed of on a smart contract (smart contract number) and has a unique identifier (identifier value).
NFT (non-fungible token) is a secured virtual asset that is created, accounted for and alienated on a smart contract (smart contract number) and has a unique identifier (identifier value) and is located in a virtual asset wallet (WALLET NUMBER), gives the exclusive right to NFT- holder for the conclusion of the License Agreement for the use of the Trademark and in the future is a license, which is an integral part of the License Agreement, granting permission to the Licensee to use the Trademark under the conditions determined by the License Agreement and the NFT.
License to use the Trademark — the scope of rights to use the Trademark in the Territory for the provision of Services, production and sale of Goods in the form of NFT.
A virtual asset is an intangible good that is the object of civil rights, has a value and is expressed by a set of data in electronic form, which can prove property rights.
Legal use of TM - use of TM in the manner specified by the License Agreement and in accordance with the conditions specified in the NFT.
Burn NFT is the procedure by which the Licensor terminates the turnover of NFT in accordance with this Agreement.
Revoke of NFT - the procedure of returning NFT to the Licensor's electronic wallet at his initiative, which occurs with the help of a software code (Smart Contract) only after the NFT expires.
Marketplace is a digital trading platform where virtual assets (NFT) are traded.
NFT Ownership Authentication is the process of verifying and confirming the owner of a virtual asset (NFT) public key.
A virtual asset wallet is a software or software-hardware complex that provides its user with information about virtual assets owned by him and the ability to dispose of them in the system for ensuring the turnover of virtual assets using a virtual asset public key.
A smart contract is a computer algorithm designed to set up, manage, and read the information about NFT ownership.
4. Subject of the contract
4.1. The Licensor grants permission to the Licensee to use the Trademark on the terms specified in Section 5 of this Agreement and on the terms specified in the NFT, and the Licensee has made a lump sum payment in accordance with Section 6 of this Agreement.
4.2. Indicated in clause 4.1. of this License Agreement, the non-exclusive rights (non-exclusive license) are considered transferred to the Licensee for the period specified in the NFT, which is located in the virtual asset wallet (WALLET NUMBER), from the moment he signs this License Agreement, and are distributed within the territory.
4.3. This Agreement and the NFT are sufficient confirmation before third parties that the Licensee has non-exclusive property rights (License) to use the Trademark in its business activities under the conditions defined by this Agreement and the NFT, which is located in the virtual asset wallet (WALLET NUMBER).
4.4. By concluding and signing this Agreement, the Licensee fully accepts the conditions and procedure for concluding and executing the Agreement, and also confirms that he is fully familiar with the terms and conditions of the NFT and fully agrees with such terms and conditions of the NFT. Changes to this Agreement may be concluded only with the consent of both Parties by concluding a written additional agreement to this Agreement, which is an integral part of it.
5. NFT (License to use the Trademark)
5.1. The license to use the Trademark under this Agreement is the permission to use the Trademark in the form of an NFT, which is located in a virtual asset wallet (WALLET NUMBER), which has been verified by the current owner of the NFT through the NFT smart contract according to the ERC721 standard.
5.2. NFT confirms the availability of a non-exclusive license to use the Trademark under the terms of this Agreement and on the terms of NFT, and such a non-exclusive license is a component of this Agreement.
5.3. The NFT is a confirmation that the Licensee (NFT-holder) has a non-exclusive license to use the Trademark provided by this Agreement (in the text of this Agreement - a non-exclusive license), and such a non-exclusive license does not exclude the Licensor's ability and rights to use the Trademark in the restricted area this license, and the Licensor's issuance of licenses to other persons for the use of the Trademark in the specified field.
5.4. The scope of use of the Trademark is a list of goods and/or services according to the certificate of Ukraine No. 209513 (date of application - 10.03.2016) within the limits of classes 21, 25, 39 of the International Classification of Goods and Services for the registration of marks that are directly indicated on the NFT, which is in the wallet of the virtual asset (WALLET NUMBER).
5.5. The licensee has the right to use the Trademark in an unlimited number of copies under the conditions and in the manner determined by the Agreement and the NFT, by:
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putting it on the product for which the NFT was created, on the package containing such product, a signboard related to it, a label, patch, tag, or other item attached to the product;
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storage of such goods with the indicated application of the trademark to offer for sale;
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offering it for sale, promotion;
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sale, import and export the goods with the indicated application of the trademark;
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its use when offering and providing the service for which the NFT was created, that does not contradict the terms of this Agreement, the current legislation of Ukraine;
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its use in business documentation or advertising and on the Internet by distributing images and videos of goods/services with the Trademark, applying the Trademark to a document related to the relevant product/service specified in the NFT
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in any other way related to the introduction of goods marked with the Trademark into economic circulation, or the provision of a service that does not contradict the requirements of the law, this Agreement, and the NFT.
5.6. The validity period of the NFT, which is a confirmation of the presence of a non-exclusive license, is determined by the NFT located in the wallet of the virtual asset (WALLET NUMBER). The non-exclusive license provided for in this Agreement is valid during the term of the NFT.
5.7. The territory of use of the Trademark is the territory defined in the NFT, which is located in the wallet of the virtual asset (WALLET NUMBER).
6. Lump sum payment
6.1. For granting by the Licensor the right to use the Trademarks in the ways specified in the NFT, the Licensee undertakes to pay the Licensor a lump sum payment of 1 hryvnia for the entire term of the NFT.
6.2. The lump-sum payment is made in the Ukrainian national currency - hryvnia, in a non-cash manner, by transferring funds by the Licensee to the current account of the Licensor.
6.3. The Licensee's obligation to pay a lump-sum payment is considered fulfilled from the moment the funds are credited to the Licensor's current account. All costs related to the transfer of funds are borne by the Licensee.
7. Guarantees of the parties
7.1. Each of the Parties guarantees to the other Party on the date of signing the Agreement the following regarding itself:
7.1.1. it does not have any obligations that may in one way or another prevent the full or partial fulfillment of all the terms of the Agreement;
7.1.2. it does not intend to take any actions that may harm the honor, dignity, business reputation of the other Party, or contradict the legislation of Ukraine, international norms or customs of business turnover;
7.1.3. the conclusion of this Agreement and its execution do not contradict the current legislation of Ukraine, international norms or customs of business turnover;
7.1.4. at the time of signing this Agreement, is aware of the importance of his actions and can manage them;
7.1.5. understands the terms of the Agreement and the concept of using blockchain technology and NFT, his rights and obligations arising from it or related to the execution of the Agreement, as well as the essence of the terms used in the Agreement and NFT;
7.1.6. during the conclusion of the Agreement, there is no deception or other concealment of facts that may be of significant importance and were deliberately concealed by her;
7.1.7. expression of will is free, conscious, corresponds to her inner will, without any application of physical or psychological pressure and corresponds to the real agreement between the Parties;
7.1.8. The contract is aimed at the actual occurrence of legal consequences due to it;
7.1.9. on the date of signing the Agreement, was not recognized as incapable or limited in capacity, was not in bankruptcy proceedings;
7.1.10. when concluding the Agreement and defining its terms, there is no malicious agreement between one of the Parties and a representative of the other Party;
7.1.11. this Agreement is concluded on favorable terms for her and is not concluded under the influence of a grave circumstance;
7.1.12. the deed is committed with the intention of creating relevant legal consequences that are caused by it (it is not fictitious) and does not hide another deed (it is not pretended);
7.1.13. it ensures the confidentiality of all information related to the content and/or execution of the Agreement, except for the cases directly stipulated by it, related to the provision of the necessary information to the competent authorities in the field of intellectual property, for the registration of the Agreement, to banking institutions for making relevant payments, while the entire volume this information constitutes a commercial secret, the disclosure of which without the consent of both Parties entails responsibility in accordance with the current legislation of Ukraine.
7.2. The licensor guarantees that:
7.2.1. Trademarks do not violate the legislation of Ukraine and/or international norms, the rights of third parties, and also do not harm their honor, dignity and business reputation;
7.2.2. Prior to the signing of this Agreement, the Licensor has not transferred intellectual property rights to the Trademark to any third parties and/or has not granted an exclusive license to use the Trademark;
7.2.3. on the date of signing this Agreement, the Trademark belongs to the Licensor on legal grounds, and therefore the Licensee will not have to obtain any other permissions (licenses) for the use of the Trademark from third parties;
7.2.4. on the date of signing this Agreement, the exclusive property rights to the Trademarks are not encumbered by any obligations, are not pledged by other obligations and are free from any encumbrances, and are not subject to litigation and/or claims by third parties .
7.2.5. the term for which the rights under this License Agreement are transferred to the Licensee expires earlier than the term of validity of the Licensor's exclusive property rights to the Trademark expires.
7.3. The licensee guarantees that:
7.3.1. before purchasing the NFT, going through the authentication procedure and signing this License Agreement, he familiarized himself with the Licensor's website using the link https://www.kyivbrand.com with the order and method of purchasing the NFT, the features of obtaining permission to use the Trademark, the essential terms of the License Agreement on the Licensor's website and accepts them without any reservations or exclusions.
7.3.2. the quality of its Services provided under this Agreement will not be lower than that determined by state standards, technical regulations and/or technical conditions (if they exist and are properly approved), as well as legal requirements, international agreements and also that it will not use the Trademark on the territory of a Russian Federation, Republic of Belarus, as well as any other state in any way occupied a part of the territory of Ukraine or that commits aggression against Ukraine, is recognized by the Verkhovna Rada of Ukraine as an aggressor state or an occupying state.
8. Rights and obligations of the parties
8.1. The licensor is obliged to:
8.1.1. to ensure the maintenance of the validity of the exclusive intellectual property rights to the Trademarks during the Term of the Agreement;
8.1.2 within the limits of the assumed obligations, to assist the Licensee in fulfilling the obligations provided for in this Agreement;
8.1.3. immediately notify the Licensee:
• about the claims and/or lawsuits presented to the Licensor regarding the termination of the law enforcement document on the Trademark or its invalidation;
• about the measures taken by the Licensor to settle claims and/or lawsuits related to the Licensor's violation of the guarantees specified in Section 6 of this Agreement, about the receipt of which the Licensee informed the Licensor;
• about any changes related to the Trademark. In such case, the Parties are obliged to amend this Agreement (including its annexes) in order to reflect the relevant changes.
8.2. The licensor has the right to:
8.2.1. demand from the Licensee that he properly fulfills his obligations under this Agreement and ensure the quality of goods and services, production or provision under this Agreement is not inferior to the quality of goods and services of the certificate holder.
8.2.2. monitor the Licensee's compliance with the quality of goods/services related to the use of the Trademark in accordance with the terms of this Agreement by sending a corresponding written request to the Licensee's address.
8.2.3. apply the procedure for burning NFT and returning NFT under the conditions specified in this Agreement;
8.3. The licensee is obliged to:
8.3.1. properly, in the manner, in the amount and within the terms specified in the Agreement, to pay the Licensor a lump sum payment;
8.3.2. use all efforts to maintain the image and reputation of the Trademark;
8.3.3. during the term of the Agreement and after its expiration, refrain from any actions that may affect the operation of the Trademarks, including refraining from attempts to register identical or similar trademarks in one's own name and/or in the name of third parties, and/or refrain from declaring the Trademarks invalid in a judicial or administrative procedure;
8.3.4. to inform its employees about the peculiarities of the use of the Trademark and NFT and the quality of the sale of Goods and Services and to monitor their implementation;
8.3.5. within 2 (two) working days from the moment of receipt of claims and/or lawsuits related to Trademarks, including violations of the guarantees established in section 6 of this Agreement, bring them to the attention of the Licensor;
8.3.6. take all possible measures to prevent illegal use of the Trademark by third parties;
8.3.7. immediately notify the Licensor:
• about the claims and/or lawsuits presented to the Licensee regarding his use of the Trademarks;
• about measures taken by the Licensee to settle claims and/or lawsuits related to his use of Trademarks;
8.3.8. immediately stop using the Trademarks in the event of termination and/or termination of this Agreement and/or alienation of NFT or application of the NFT Burning and NFT Return procedure.
8.4. The licensee has the right to:
8.4.1. demand from the Licensor proper fulfillment of his obligations under this Agreement.
8.4.2. transfer (manage) NFT to third parties on a paid or free basis.
9. Privacy
9.1. This Agreement, as well as documentation, data and any other information regarding the Trademark, constitute confidential information.
9.2. For the purposes of this Agreement, information and its content will not be considered confidential if such information is publicly available at the time of its provision or later becomes publicly available through no fault of the Party that received the information, as well as in the event that the relevant data became known to the Party before their was provided to her by another Party.
9.3. Each Party undertakes to use confidential information exclusively for the purpose of fulfilling its obligations under the Agreement and to make all reasonable efforts to ensure the preservation of information from unauthorized access by third parties.
9.4. Confidential information may not be disclosed to third parties, published or otherwise disclosed by the Parties during the term of the Agreement and after its termination, regardless of the grounds for such termination.
9.5. Confidential information may be disclosed to third parties without the prior written consent of the Party to whom such information is disclosed, to the limited extent that is reasonably necessary, in the following cases:
9.5.1. when the Party receives a written request from a competent state authority, the response to which requires the disclosure of confidential information;
9.5.2. in the case of the Party's appeal to the state body, if the latter's exercise of powers and/or performance of duties is impossible without the availability of data constituting confidential information;
9.5.3. when providing confidential information to authorized representatives of the Party to the extent necessary for them to perform their duties, and only on the condition of prior notification that this information is confidential;
9.5.4. to confirm rights to the Trademark;
9.5.5. when using confidential information to obtain banking services (in the amount sufficient for the bank to provide services to the Party);
9.5.6. in other cases where disclosure is required by applicable law.
9.6. In case of disclosure of confidential information that does not comply with the terms of this Agreement, the guilty Party shall bear responsibility in accordance with the applicable legislation.
10. Liability of the parties
10.1. For non-fulfillment or improper fulfillment of the terms of the Agreement, the Parties bear the responsibility provided for by this Agreement and the current legislation of Ukraine.
10.2. The Party to the Agreement, whose property interests are violated as a result of non-fulfillment or improper fulfillment of obligations under the Agreement by another Party, has the right to demand full compensation for the damages caused to it by this Party.
10.3. The Licensee sells Goods and provides Services using the Trademarks in its own name, at its own expense, at its own risk and acts as an independent seller in relation to both the Licensor and consumers.
10.4. In cases not provided for by this Agreement, property liability is determined in accordance with the current legislation of Ukraine.
11. Force majeure circumstances
11.1. The parties are exempted from responsibility for full or partial non-fulfillment of the obligations stipulated in the Agreement, if this is the result of an event that could not be foreseen and averted due to its suddenness or an extraordinary and unavoidable circumstance under the given conditions that arose after the conclusion of the Agreement , and prevents the performance of contractual obligations in whole or in part, if these circumstances directly affected the possibility of performance of the Agreement.
11.2. Circumstances of force majeure under this Agreement are recognized as the following events: fires, natural disasters, earthquakes, floods, tornadoes, hurricanes, epidemics, epizootics, introduction of quarantine, acts of terrorism, intensification of military operations and/or occupation of the city of Kyiv, introduction of a state of emergency, uprising, acts civil disobedience, acts of state authorities and local self-government, as well as other circumstances, the occurrence, effect and consequences of which could not be foreseen or prevented by reasonable measures, if such circumstances directly affect the fulfillment by the Parties of their obligations under the Agreement. The occurrence of such circumstances postpones the fulfillment of the obligations stipulated in the Agreement for the period of validity of these circumstances.
11.3. The Party is obliged to notify the other Party in writing of the occurrence of force majeure circumstances, as well as of their termination with confirmation from the Chamber of Commerce and Industry of Ukraine or another authorized body of the state where such circumstances occur, within 3 (three) working days from the moment of occurrence/ termination of these circumstances.
11.4. Failure to comply with the deadlines for notification of the occurrence of force majeure circumstances deprives the Party of the right to refer to such circumstances as a basis for exemption from liability.
11.5. If the circumstances of force majeure prevented the timely notification of the Party, the notification must be sent in writing within 3 (three) working days from the moment when it became possible.
11.6. The party does not have the right to refer to circumstances of force majeure for exemption from liability, if such circumstances arose after the deadline for fulfilling the relevant obligations under this Agreement.
12. Dispute resolution procedure
12.1. All disputes that may arise during the execution of this Agreement shall be resolved through negotiations.
12.2. In the event that the Parties, including a foreign element, cannot reach an agreement on disputed issues through negotiations, such disputes shall be referred to the appropriate court of Ukraine for consideration in accordance with the requirements of the current legislation of Ukraine. If the Licensee is not located on the territory of Ukraine, then the dispute is considered by a commercial court, the jurisdiction of which extends to the territory of the location (place of residence) of the Licensor.
13. Effect of the Agreement
13.1. This Agreement enters into force from the moment of signing by the Parties and is valid until the term of validity of the NFT indicated on the NFT, provided that the Agreement is not terminated in accordance with the procedure established by this Agreement.
13.2. The date (moment) of the conclusion of the contract is the date (moment) of its signing by the Licensee by adding the KEP after signing/adding the KEP to the contract by the Licensor using the Vchasno service https://vchasno.ua or Docusign https://www.docusign.com.
13.3. This Agreement is considered terminated, and the obligations under this Agreement are terminated, if:
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the Licensor's intellectual property rights to the Trademark become invalid or expire;
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alienated NFT in favor of Third parties;
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application by the Licensor of the Burning of NFT procedure;
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application of the NFT Return procedure by the Licensor;
13.4. This Agreement is considered terminated, and the obligations under this Agreement are terminated from the moment of the occurrence of one of the events specified in clause 13.3 and does not require any notification of this from the Licensor.
13.5. NFT Burning Procedures are applied by the Licensor in the case of obtaining the latest reliable and objective evidence regarding the use of the Trademark by the Licensee in the territory of the Russian Federation, the Republic of Belarus or in the territories of Ukraine temporarily occupied by the Russian Federation.
13.6. The NFT Return procedure is used in the event of the expiration of the NFT specified on the NFT itself.
13.7. This Agreement, all amendments, additions, additional agreements and annexes to the Agreement are concluded by the Parties in electronic form and are signed by creating/adding to the agreement Qualified electronic signatures of the Licensor and the Licensee, which are created using the means of a qualified electronic signature and are based on a qualified public key certificate according to using the VCHASNO service on the Internet link https://vchasno.ua for residents of Ukraine and the DocuSign service on the Internet link https://www.docusign.com for non-residents of Ukraine.
13.8. Expiry of the Agreement does not release the Parties from responsibility for its violation, which occurred during the Agreement.
14. Notice. Email
14.1. Each notice and document provided or delivered pursuant to this Agreement shall be delivered in electronic form and, unless otherwise specified, shall be delivered to the following addresses:
if for the Licensor:
Name:
Registration number:
e-mail contact@kyivbrand.com
Attention:
if for the Licensee:
Name:
Registration number:
Attention: Name, surname
14.2. Any notification or document made or transmitted by one Party to another under or in connection with this Agreement shall be valid only by means of electronic communication to the email addresses of mailboxes specified in the Agreement. The parties agree that for the purposes of this Agreement, e-mail will be considered as the only valid means of transmission of messages.
14.3. The parties must immediately inform each other of a change in email address and/or phone number.
14.4. Documents sent by the Parties by e-mail (regardless of whether they contain confidential information) are not encrypted. The parties will make reasonable efforts to protect their electronic messages and documents attached to them from viruses or other errors that could adversely affect any computer or information system. At the same time, the Licensee will be responsible for implementing measures to protect its computer or information system from any such errors or errors, and the Licensor will not be responsible for any losses or damages that may be incurred as a result of receiving or using electronic messages from the Licensor.
15. Limitation of Liability
15.1. The Licensor shall not be liable for any loss, expense, damage or claim caused to the Licensee or any third party caused or arising out of the Licensor's actions under this Agreement, except when such Indemnity damages are a direct result of gross negligence or deliberate culpable actions of the Licensor's representatives. Any such claim will be limited to reasonable foreseeable damages that are a direct consequence of the nature of such actions and will not include lost profits, consequential damages and punitive damages.
15.2. The Licensor is not responsible for the reliability of the information and documentation provided by the Licensee, as well as for the consequences of the Licensor's use of such unreliable information.
16. Final provisions
16.1. Regarding the conclusion and execution of this Agreement, the law of the State of Ukraine applies.
16.2. All legal relations arising from the Agreement or related to it are governed by the Agreement, the conditions specified in the NFT, the relevant norms of the current legislation of Ukraine, as well as the customs of business turnover, which are applied to such legal relations on the basis of the principles of good faith, reasonableness and justice.
16.3. In the event that any provision of this Agreement, including any sentence, clause or part thereof, is found by a court to be inconsistent with applicable law, or invalid, or unenforceable, this shall not affect the invalidity of any other parts and the entire Agreement as a whole, if it can be assumed that the Agreement would have been concluded without the inclusion of the invalid part.
16.4. The Parties bear full responsibility for the correctness of the requisites specified by them in this Agreement and undertake to notify the other Party in writing of their change within 10 (ten) calendar days, and in case of failure to notify, bear the risk of adverse consequences related to this.
16.5. By signing this Agreement, the Parties confirm that the personal data obtained in the process of concluding and executing this Agreement are processed lawfully and with the consent of the subjects of personal data who have been informed of their rights in this regard, in the scope and for the purpose, necessary for the fulfillment of obligations, exercise of rights under this Agreement and compliance with civil, tax or other applicable legislation of Ukraine. The transfer of personal data to third parties is allowed only in cases of consent of the subject of personal data or in other cases stipulated by this Agreement or the current legislation of Ukraine.
16.6. This Agreement is drawn up in electronic form in two copies for each Party, each of which has the same legal force.
16.7. In case of discrepancies between the Ukrainian and English texts, preference is given to the Ukrainian.
17. Signatures of the Parties
LICENSOR
/________________/
LICENSEE
/___________________/
Project
«____»__________20__ року