Login License Agreement

Last Updated on Monday, 21 February 2011 14:30 Written by Wayne Tuesday, 10 August 2010 09:00

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COMMONFIELD SERVICES LTD T/A COMMONFIELD

CONTEMPORARY DOORS (registered in england under number 03103700)

whos registered office is at: 107 Hindes Road, Harrow, Middlesex, HA1 1RU

1. License to use images on this site

1.1 In consideration for the payment of the fee (£1.00) by the Licensee (receipt of which Commonfield hereby acknowledges), Commonfield hereby grants the Licensee a non-exclusive, non-transferable, non-sublicensable license to use one copy of the works for the term for the Permitted Purpose in the Territory (which may occasionally be defined by postcode), including the right to use that copy of the works in advertising and promotional use for the Permitted Purpose.

1.2 The Licensee shall not actively use the works outside the Territory but it shall not be prohibited from receiving any unsolicited requests which it may receive from any other country in the European Economic Area.

2.Copyright notices

2.1 The Licensee shall ensure that all reproductions of the Works and the packaging for them shall bear prominent wording to the effect that they provide under license from Commonfield and shall carry the notice required by the provisions of the Universal Copyright Convention. The exact wording shall be as reasonably stipulated by Commonfield from time to time.

3. Licensee’s use of the works

3.1     The Licensee warrants and undertakes to Commonfield that its use of the Works:

3.1.1     will not infringe the Intellectual Property Rights or any rights whatsoever of any third party;

3.1.2     will not be defamatory, obscene, indecent, pornographic, threatening, malicious, harmful, abusive or harassing;

3.1.3     will be true and accurate;

3.1.4     (unless the Licensee obtains the express prior written consent of Commonfield) will be in the exact form as provided by Commonfield without the addition of any extraneous material on or in conjunction with the Works; and

3.1.5     will not violate any applicable law, statue, regulation and or byelaw.

3.2     The Licensee shall indemnify and keep indemnified Commonfield against all

4. Inspections

4.1 The Licensee shall during the continuation of this Agreement to use images and for six years thereafter permit Commonfield or its duly appointed representatives to inspect at all reasonable times the normal business premises of the Licensee and all records located there and take copies for the purpose of ensuring the Licensee’s compliance with this Agreement to use images and the Licensee hereby grants to Commonfield and its representatives an irrevocable license to enter its premises for this purpose.

5. Infringements

5.1     Commonfield shall have the conduct of all proceedings relating to the Intellectual Property Rights in the Works and shall in its sole discretion decide what action if any to take against third parties in respect of any infringement or alleged infringement of Commonfield’s Intellectual Property Rights in the Works.

5.2     Upon the Licensee becoming aware of any improper or wrongful use of the Works, the Licensee shall notify Commonfield of such use and shall (if requested) assist Commonfield in taking any steps in connection with the protection or defence thereof as Commonfield may determine.

5.3     The Licensee shall promptly notify Commonfield in writing of any allegation by a third party of which it has notice that Commonfield’s or the Licensee’s use of the works infringes the Intellectual Property Rights of any third party. The Licensee shall not make any admission of liability without Commonfield’s prior written consent.

5.4     The Licensee shall allow Commonfield to conduct and/or settle all negotiations or litigation in respect of any dispute over the Intellectual Property Rights in the Works. The Licensee shall at Commonfield’s request and cost afford all reasonable assistance with such negotiations or litigation, the Licensee’s reasonable out-of-pocket expenses to be borne by Commonfield.

6. Duration

6.1 The License shall commence on the Commencement Date and unless terminated earlier pursuant to this Agreement to use images shall continue in force for the term.

7. Termination

7.1     Commonfield may terminate this Agreement to use images immediately by notice in writing to the Licensee if:

7.1.1     the Licensee is in material breach of any of its obligations under this Agreement to use images which is incapable of remedy; or

7.1.2     the Licensee fails to remedy, where capable of remedy, any material breach of any of its obligations under this Agreement to use images after having been required in writing to remedy such breach within a period of no less than 30 days; or

7.1.3     the Licensee gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for its winding up (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of it or if it shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt.

7.2     Termination of this Agreement to use images shall be without prejudice to any accrued rights or remedies of either party.

7.3     The License shall remain effective until the earlier of:

7.3.1     the end of the Term; and

7.3.2     termination of this Agreement by Commonfield in accordance with this clause 7.1.

7.4     Upon termination of the License for whatever reason:

7.4.1     the Licensee shall cease all use of the Works; and

7.4.2     the Licensee shall immediately deliver up to Commonfield or at Commonfield’s option erase or otherwise destroy all copies of the Works in its possession or under its control and any modifications, copies and replacements thereof and certify to Commonfield that they have been destroyed.

8. Notices

8.1     Any notice to be given under this Agreement to use images shall be in writing and may be served:

8.1.1     by personal delivery;

8.1.2     by first class recorded delivery post if to an address in the same country as the sender;

8.1.3     by air mail post if to an address outside the sender’s country; or

8.1.4     by facsimile transmission.

8.2     Notices shall be served by a party on the other at the address or fax number of the other last known to the serving party.

9. Assignment

9.1 Commonfield may assign its rights, liabilities or obligations under this agreement to use images either in whole or in part to any other person, firm or company. Commonfield shall promptly give notice to the Licensee of any such assignment.

9.2 The License is personal to the Licensee. The Licensee shall not assign, sub-transfer, sublicense or charge purport to assign, transfer, sub-license the use of any images contained on the associated disk without the prior written consent of Commonfield.

10. General

10.1     This agreement to use images constitutes the whole agreement and understanding of the parties as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.

10.2     No failure or delay by either party in exercising any right under this agreement to use images shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish that party’s right under this Agreement.

10.3     If any clause in this agreement to use images shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other Clause or part of any Clause, all of which shall remain in full force and effect.

10.4     Nothing in this agreement to use images shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the parties.

10.5     A person who is not a party to this agreement to use images has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this document.

10.6     No change to this agreement to use images shall be binding unless it is agreed in writing signed by each of Commonfield and the Licensee and expressed to be for the purpose of such amendment.

10.7     This agreement to use images shall be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English Courts. All dealings, correspondence and contacts between the parties shall be made or conducted in the English language.