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It is recommended but not obligatory that you read our Privacy Policy and Terms & Conditions before making application
for a C'est si bon ! Ensemble • Together logo Trademark Licensing Agreement.
To submit your application for a C'est si bon ! Ensemble • Together logo Trademark Licensing Agreement, please carefully read the Trademark Licensing Agreement below and indicate your acceptance by clicking on the accept button. If for any reason you are not immediately ready to accept the terms of the agreement, you
may exit the Trademark Licensing Agreement by clicking on the
“I Do Not Accept” button. Click on the Print button to print
this document for review at your own leisure or download a
PDF version of the Agreement.
IMPORTANT: Your application cannot proceed without your
on-line acceptance of this document.
CONSEIL DE DEVELOPPEMENT ECONOMIQUE DES MUNICIPALITES BILINGUES DU MANITOBA INC. ("CDEM") IS WILLING TO GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSEABLE, REVOCABLE, LIMITED LICENSE TO USE OUR TRADEMARK "C'EST SI BON!" (THE "MARK") IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. IF YOU ACCEPT THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT, CLICK "I ACCEPT" BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS AS STATED, THEN CDEM IS UNWILLING TO LICENSE THE TRADEMARK TO YOU AND YOU SHOULD CLICK "I DO NOT ACCEPT" BELOW.
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement ("License Agreement") is between you ("Licensee") and Conseil de Developpement Economique des Municipalites Bilingues du Manitoba Inc. ("CDEM"), having its place of business at 2e etage - 614 rue Des Meurons, Winnipeg, Manitoba R2H 2P9, Fax: 1.204.237.4618
1.0 PERMISSION TO USE.
Subject to the terms of this License Agreement, CDEM hereby grants the Licensee the non-exclusive, non-transferable, non-sublicenseable, revocable, limited right to use the Mark in the Province of Manitoba in association with wares and services within the scope of the Canadian Trade-Mark Application. The Licensee acknowledges and agrees that it may not use the Mark except in association with the services set forth in Exhibit "A" or with the wares set forth in the user interface, unless prior approval has been obtained.
2.0 DURATION.
This License Agreement shall continue to be in effect until such time as it is terminated by either of the parties in writing. Should either of the parties terminate this Agreement for any reason:
(a) the Licensee shall immediately cease to use the Mark in all respects; and
(b) as directed by CDEM, Licensee shall either surrender to CDEM or destroy all material bearing or referring to the Mark and the Licensee shall cancel all orders for any of such items and any advertising using or referring to the Mark, provided that if the Licensee destroys such material, it will cause an officer or director of the Licensee to personally certify such destruction to CDEM.
3.0 USE RESTRICTIONS.
3.1 The Licensee shall use the Mark only while the License Agreement is in effect, and agrees to comply with the policies, practices, specifications, directions, and standards stipulated by CDEM from time to time. During the term of this Agreement and thereafter, the Licensee shall not:
(a) use the Mark in association with any unapproved wares and/or services;
(b) do anything or admit to do anything that might, directly or indirectly impair, jeopardize, violate, or infringe the Mark or CDEM’s rights thereto; or
(c) attack or challenge the validity of the Mark or CDEM’s rights thereto, or assist any other party to do so; or
(d) do anything through CDEM’s use of the Mark or otherwise to prejudice or diminish the reputation or goodwill of the Mark or CDEM; or
(e) claim, use or apply to register, record, or file any trade-mark, trade name, copyright or design that is identical or confusingly similar to the Mark, or any portion thereof, or assist any other party to do so; or
(f) use the Mark in connection with any material that infringes the trademark, copyright or any other rights of any third party or in a manner that infringes, derogates, dilutes, or impairs the rights of CDEM in its Mark.
3.2 The Licensee hereby represents and warrants that information provided about itself is true, accurante and complete and that it shall maintain and update the registration information to ensure it is current. If Licensee provides information that is untrue, inaccurate or incomplete, CDEM may terminate the License Agreement forthwith.
3.3 The Licensee hereby represents and warrants that it has reviewed the list of wares and services to which the Mark applies and that its use of the Mark will be within such list of wares and services. Any use of the Mark for wares or services outside the scope of the Licensee's application is an unauthorized use and is strictly prohibited. Such unauthorized use shall be at Licensee's own risk and CDEM shall be entitled to terminate the License Agreement forthwith.
3.4 CDEM shall have complete discretion to evaluate the Licensee's use and to decide whether that use violates any of the foregoing restrictions. In such event, CDEM shall notify the Licensee that its goods and/or services are not acceptable
3.5 The Licensee shall not use the Mark in any manner that is not expressly permitted by this Agreement. Upon request from CDEM, the Licensee will promptly provide CDEM with samples of all materials (including without limitation products and packaging) prepared by, for, or with the permission of the Licensee that bear or refer to the Mark.
3.6 To assist CDEM to verify and enforce the Licensee's obligations under this Agreement, the Licensee shall permit and assist CDEM, acting reasonably, to (a) enter all premises where the Licensee uses the Mark; and (b) inspect all material on which the Mark appears, and all advertising and promotional materials used by the Licensee in connection with the Mark from time to time.
3.7 The Licensee acknowledges that it (and not CDEM) is solely liable for any damage resulting from infringement of proprietary rights or any other intellectual property rights, arising from its unauthorized use of the Mark. The Licensee hereby indemnifies and holds harmless CDEM, its affiliates, subsidiaries, parents, assigns and licensees, against any and all claims, liabilities, losses, damages, or expenses incurred by CDEM, its affiliates, subsidiaries, parents, assigns and licensees by reason of an unauthorized use of the Mark.
4.0 OWNERSHIP OF THE MARK.
The Licensee acknowledges that CDEM owns all right, title and interest in and to the Mark and nothing in this License Agreement shall affect CDEM's ownership and interest in and to the Mark.
5.0 BANKRUPTCY OR INSOLVENCY.
This License Agreement shall be deemed to terminate on the day prior to any issuance of a petition for bankruptcy, insolvency, receivership or winding up of the Licensee or on the day prior to the seizure or attachment of the property, assets or undertaking of the Licensee as a result of any action taken against it by any other person.
6.0 INFRINGEMENT.
If, during the term of this License Agreement, the Licensee becomes aware of any use by any other party of a trade name, trade-mark, mode of advertising or otherwise that might reasonably amount to an infringement of the Mark or to unfair competition or passing off in respect of the Mark, then the Licensee shall promptly report particulars of such usage to CDEM.
7.0 NO ASSIGNMENT OR SUB-LICENSING.
Licensee shall have no right whatsoever to assign, license, grant, or create any interest in the Mark or its use to any person or corporation.
8.0 MISCELLANEOUS.
(a) No waiver by CDEM of any particular default or omission committed by the Licensee shall affect or impair the rights of CDEM in respect of any subsequent default or omission of the same or of a different kind. If any provision of this Agreement is declared invalid, illegal, or unenforceable by a Court of competent jurisdiction such provision shall be severed from the Agreement and all other provisions of the Agreement shall remain in full force and effect.
(b) This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Manitoba and Canada applicable hereto and the parties shall irrevocably attorn to the jurisdiction of either the Courts of Manitoba and/or the Federal Court of Canada for the resolution of a dispute relating hereto.
(c) The parties shall promptly do such acts and execute and deliver to each other such further instruments as may be required to give effect to this Agreement.
(d) This Agreement contains the entire understanding between the parties with respect to use of the Mark and may not be varied except by written instruments signed by both parties.
(e) CDEM makes no representations and/or warranties concerning the Mark and explicitly disclaims any and all implied warranties including any warranties of noninfringement, merchantability and/or fitness for a particular purpose.