Terms and Conditions | Nominet Trust Knowledge Centre

This is a Licence Agreement between:

Nominet Trust, the working name of the Nominet Charitable Foundation, a registered charity in England (number 1125735) and a company limited by guarantee in England and Wales with company number 06578379 whose registered office is at Minerva House, Edmund Halley Road, Oxford Science Park, Oxford OX4 4DQ, England (the “Licensor”)

The Licensee shown in the table above (the “Licensee”)

Background

The Licensee has applied for and has been successful in obtaining a financial grant from the Licensor. The Parties have entered into a funding agreement on the date shown in the table above (the “Funding Agreement”)

The Licensee wishes to use or has agreed to use the Nominet Trust logo shown in table above (the “Nominet Trust Logo”).

The Licensee’s use of the Nominet Trust Logo shall be governed by the terms and conditions set out in this Licence Agreement.

Agreed Terms

1.	Licence
1.1.	The Licensor grants to the Licensee a non-exclusive licence, with no right to sublicense, for the duration of this Licence Agreement to use the Nominet Trust Logo in the United Kingdom only, subject to the terms of this Licence Agreement.
1.2.	The Licensee shall pay to the Licensor £1 on the date of this Licence Agreement (receipt of which is hereby acknowledged), but this Licence Agreement is otherwise free from any royalty or other charge.
1.3.	All rights in and to the Nominet Trust Logo and to all the reputation and goodwill associated with the Nominet Trust Logo, including any reputation and goodwill that may accrue as a result of the Licensee’s use of the Nominet Trust Logo, are reserved to and shall belong absolutely to the Licensor. The Licensee agrees to execute such documents and do such other things as the Licensor may reasonably request from time to time, including after termination of this Licence Agreement, to confirm any such rights to the Licensor.
1.4.	No rights or licences are conferred on the Licensee pursuant to this Licence Agreement except those expressly set out in this Licence Agreement, and none shall survive termination of this Licence Agreement howsoever caused.
2.	Quality Control
2.1.	The Licensee’s licence to use the Nominet Trust Logo is subject to the following conditions:
2.1.1.	the Licensee shall not do or fail to do any act or thing whereby the validity, enforceability of any trade mark registration, or the reputation or goodwill associated with the Nominet Trust Logo, is likely to be prejudiced.
2.1.2.	the Licensee shall not do or fail to do anything that would bring it, or by association, bring the Licensor into disrepute.
2.1.3.	the Licensee shall ensure that its use of the Nominet Trust Logo shall in no way reduce or diminish the reputation, image or prestige of the Nominet Trust Logo.
2.1.4.	the Licensee shall not use the Nominet Trust Logo in any way that is likely to deceive, mislead or confuse any person.
2.1.5.	the Licensee shall not make any application to register the Nominet Trust Logo, any similar mark or logo, or any mark featuring the word “Nominet”, as a trade mark or other type of intellectual property rights anywhere in the World.
2.1.6.	the Licensee may only use the Nominet Trust Logo in the form provided to the Licensee by the Licensor (e.g. as a computer graphics file).
2.1.7.	the Licensee must comply with all written guidelines provided by the Licensor to the Licensee relating to the use of the Nominet Trust Logo (e.g. relating to the size, resolution, positioning and colour of the logo).
2.2.	If requested by the Licensor, Licensee shall promptly and at its own cost provide the Licensor with copies of any website or hard copy materials on which the Licensee has used or applied the Nominet Trust Logo together with details of the duration of use and the number of uses made.
3.	Nominet Trust Logo
3.1.	The Licensor may make changes to the Nominet Trust Logo at any time by notifying the Licensee in writing. The Licensee shall use any amended Nominet Trust Logo at the direction of the Licensor and on the terms of this Licence Agreement.
4.	Infringement
4.1.	The Licensee shall promptly inform the Licensor of any suspected unauthorised use of the Nominet Trust Logo (or any confusingly similar mark) of which it becomes aware, and shall provide the Licensor with such documents, information and assistance as it can in relation to such unauthorised use.
4.2.	The Licensor gives no warranty and makes no representation in or pursuant to this Licence Agreement that the use of the Nominet Trust Logo does not or will not infringe the rights of others.
5.	Term and Termination
5.1.	This Licence Agreement shall commence on the Licence Commencement Date shown in the above table and continue until the earlier of:
5.1.1.	the Licence Termination Date shown in the above table;
5.1.2.	the termination of the Funding Agreement between the Parties;
5.1.3.	the Licensor providing the Licensee with 14 days written notice that this Licence Agreement is terminated.
5.2.	The Licence Termination Date may be extended by the parties’ agreement in writing.
5.3.	The Licensor may terminate this Licence Agreement by providing written notice to the Licensee with immediate effect if the Licensee commits any breach of this Licence Agreement.
5.4.	On termination of this Licence Agreement for any reason, the Licensee shall not make any use anywhere in the world of the Nominet Trust Logo or any name or mark intended or likely to be confused or associated with it.
6.	Assignment
6.1.	The Licensee may not assign, charge, sublicense or otherwise deal in or dispose of, in whole or in part, any of its rights under this Licence Agreement, without the Licensor's prior written consent.
7.	Miscellaneous Provisions
7.1.	This Licence Agreement, together with any documents referred to in it, constitutes the entire agreement between the parties relating to its subject matter and supersedes any prior drafts, contracts, undertakings, representations (other than fraudulent representations), warranties and arrangements of any nature relating to the subject matter.
7.2.	No variation of this Licence Agreement shall be effective unless made in writing and signed by both parties.
7.3.	No term of this Licence Agreement shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.
7.4.	No failure to exercise nor any delay in exercising by either party to this Licence Agreement of any right, power, privilege or remedy shall impair or operate as a waiver of such right, power, privilege or remedy.
7.5.	Nothing in this Licence Agreement shall constitute, or be deemed to constitute, a partnership between the parties nor shall it constitute, or be deemed to constitute, any party as the agent of any other party for any purpose.
8.	Governing Law and Jurisdiction
8.1.	This Licence Agreement is governed by and construed in accordance with the law of England.
8.2.	The parties irrevocably agree that the courts of England, have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence Agreement.