By becoming a Social Traders Certified Social Enterprise, you will be permitted to use the Social Traders Certified Logo to promote your organisation as a Social Traders Certified Social Enterprise provided that you enter into and comply with the following terms and conditions.
This Licensing Agreement must be read in conjunction with the Social Traders Social Enterprise Terms and Conditions. By entering into this Licensing Agreement, you agree to comply with the Social Traders Social Enterprise Terms and Conditions and all applicable Australian laws.
Grant of Licence
- Upon certification as a Social Traders Certified Social Enterprise, Social Traders hereby grants you a limited, revocable, non-transferable, non-exclusive, worldwide licence to use the Certified Logo for the sole purpose to promote your organisation as a Social Traders Certified Social Enterprise subject to the terms and conditions in this agreement, in each case solely within the Territory.
- You must not grant sub-licences to a third party to use the Certified Logo.
- This agreement and the license hereby granted commences on the day you are certified and shall continue for a period of as prescribed by Social Traders, unless it is:
a)terminated in accordance with this agreement; or
b) renewed by paying a prescribed renewal fee to Social Traders as requested by Social Traders from time to time, in which case it will continue for another term, as prescribed by Social Traders.
Manner of Use
- You may use the Certified Logo as part of your marketing and corporate materials – including but not limited to your website, social media pages, marketing and business development materials, corporate communications, emails and other correspondence.
- You must:
a) continuously use the Certified Logo in good faith;
b) only reproduce the Certified Logo in the form in which it is provided by Social Traders or as otherwise agreed with Social Traders from time to time; and
c) as and when directed by Social Traders, use the following notation in close proximity to the Certified Logo whenever the Certified Logo is used: ‘This is a trade mark of Social Trader Ltd and is used under license by [insert your name]’, or any other statement of similar meaning approved by Social Traders.
6. You must not:
a) use the Certified Logo for any purpose or in any manner other than that set out in this agreement unless you have first obtained prior written consent from Social Traders;
b) modify, edit, crop or create any derivative works based upon the Certified Logo;
c) sub-license or permit any third party to use the Certified Logo;
d) use the Certified Logo for:
a. any unlawful purpose;
b. any purpose that could embarrass, damage or adversely affect the reputation or goodwill of Social Traders or the Certified Logo;
c. any purpose that would bring Social Traders or the Certified Logo into disrepute;
e) directly or indirectly do anything that would or might invalidate or put in dispute Social Traders’ rights or title in the Certified Logo, or any registrations obtained by Social Traders in respect of the Certified Logo; and
f) apply for, or become involved with any application by any other person for registration of the Certified Logo or any mark similar to, or capable of being confused with the Certified Logo, as a trade mark, business name, domain name, company name or otherwise, anywhere in the world.
7. You acknowledge that Social Traders owns all Intellectual Property Rights, title and interest in and to the Certified Logo. Nothing in this agreement constitutes a transfer or assignment of any Intellectual Property Rights, title or interest in the Certified Logo to you.
8. The license granted in clause 1, is subject to you complying with Social Traders’ reasonable usage or Social Traders Certified Logo Guidelines and directions with respect to the Certified Logo as notified by Social Traders to you from time to time.
9. You must immediately notify Social Traders if you have not used the Certified Logo for a period of 12 months.
Third Party Claim
10. If a third party makes a claim against Social Traders alleging that the use of the Certified Logo infringes its Intellectual Property Rights, Social Traders will defend and indemnify you from such a claim provided that:
a) You notify Social Traders in writing promptly of the claim;
b) You provide such information, assistance and co-operation as Social Traders may reasonably request; and
c) Social Traders has full discretion to defend, compromise or settle any such claim on such terms as Social Traders deems fit.
11. Nothing in this clause authorises you to defend, compromise or settle any claim on Social Traders’ behalf.
Reporting Suspected Infringements
12. You must promptly report in writing (giving reasonable particulars) to Social Traders:
a) any and all instances of infringement or suspected infringement of any of Social Traders’ rights in the Certified Logo;
b) any and all instances of conduct of other persons or organisations which amounts to, or might reasonably be considered to amount to a breach of the provisions of sections 17 and/or 28 of the Australian Consumer Law, to the extent that such conduct may in any way affect the Social Traders’ rights in the Certified Logo; and
c) any and all instances of conduct of other persons or organisations which may give rise to a common law action for passing off.
13. Social Traders will be responsible for the conduct of all legal proceedings relating to the protection and enforcement of the Certified Logo, but nothing in this agreement imposes any obligation on Social Traders to take or defend any such action or proceedings in relation to the Certified Logo.
14. If Social Traders, in its absolute and unfettered discretion, decides to take or defend any legal proceedings relating to the certified Logo, You must give all assistance reasonable requested by Social Traders to such proceedings, including the preparation, collection and execution of documents and information reasonably necessary or convenient to enable Social Traders to conduct such proceedings.
15. If requested by Social Traders, as soon as reasonably practicable you must:
a) submit to Social Traders copies of all materials bearing the Certified Logo and any other information relating to the manner in which you use the Certified Logo; and
b) permit any of Social Traders’ authorised officers or agents to audit the records and your premises by appointment during normal business hours during the term of this agreement for the purpose of confirming your compliance with this agreement.
16. If Social Traders determines, in its sole discretion, that the quality of materials in respect of which the Certified Logo is used (or is intended to be used) is inadequate, Social Traders may give written directions as to how to improve the quality of the materials. You must follow any such directions from Social Traders.
17. You may not assign any of your rights or transfer any of your obligations arising out of this agreement without Social Traders prior written consent.
Warranty and Indemnity
18. You warrant that you have full authority, power and capacity to enter into and carry out your obligations under this agreement.
19. You indemnify Social Traders against all liabilities, damages, expenses and costs (including without limitation legal costs on a full indemnity basis) that Social Traders may suffer or incur as a result, whether directly or indirectly, of any breach of this agreement by You.
Limitation of Liability
20. To the extent permitted by law, Social Traders’ total aggregate liability for all claims relating to this agreement is limited to the licence fee payable under this agreement.
21. Either party’s liability for any claim relating to this agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
Suspension or Termination
22. Social Traders may suspend or terminate this agreement by written notice to you with immediate effect if:
a) You commit a fundamental breach of this agreement which:
i. Is not remediable; or
ii. If capable of remedy, is not remedied by you within 14 days of written notice;
b) An insolvency event occurs in relation to your organisation, other than an internal reconstruction with notice to Social Traders;
c) You cease to operate;
d) You are no longer in compliance with the Social Traders certification requirements and you cease to be a Social Traders Certified Social Enterprise.
Consequences of Termination
23. If this agreement is terminated or expires for any reason, then in addition and without prejudice to any other rights or remedies available to Social Traders:
a) Your right to use the Certified Logo immediately ceases and the license granted under this agreement terminates;
b) You must immediately remove the Certified Logo from your computer and all other digital storage devices, and from all your marketing and corporate materials – including but not limited to your website, social media pages, marketing and business development materials, corporate communications, emails and other correspondence; and
c) Any license fee previously paid remains the property of Social Traders and will not be refunded.
24. Each party must use best efforts to do all things and execute all documents necessary or desirable to give full effect to this agreement.
25. This agreement may be executed in any number of counterparts. All executed counterparts, taken together, constitute one document.
26. This agreement may only be amended in writing and signed by both parties.
27. This agreement is governed by the laws applicable in the State of Victoria and each party submits to the non-exclusive jurisdiction of the courts of that State.
In this agreement, unless the contrary intention appears:
Australian Consumer Law means the Australian Consumer Law as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth);
Certified Logo means the Social Traders Certified Social Enterprise logo that is made available by Social Traders to be downloaded from its portal;
Intellectual Property Rights means all intellectual property rights which may subsist anywhere in the world, including but not limited to all copyright, patents, trademarks, design rights, trade secrets, domain names, know how and any right to have confidential information kept confidential, and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.
Social Traders Certified Social Enterprise or you mean a current certified social enterprise Social Enterprise meeting the certification criteria as defined by Social Traders.
Territory means the World