Participants who enter into a coffee purchase agreement on the Marketplace with an Other Participant may in conjunction thereto also enter into a “License to Roast” agreement according to which the buyer of the coffee obtains a license to use and exploit intellectual property rights of the seller in order to further the sales of such coffee. Such parties are free to agree to this Optional License to Roast Agreement in whole or in part, or to agree to different or additional terms for such license. However, if and to the extent that the Participant and the Other Participant who are party to a coffee purchase agreement have agreed to a license to roast but have not agreed to different terms, then they agree to incorporate this Optional License to Roast Agreement. Participants may not, by agreement amongst themselves, alter the rights or responsibilities of SEWN or agree to any terms that would violate the terms and conditions of the Marketplace. Neither SEWN, nor any affiliate of SEWN is a party to any license agreements by or between Participants regardless of whether Optional License to Roast Agreement is incorporated.
You acknowledge and agree that Participants have discretion whether to contract with each other and will negotiate and determine the specific terms of their agreements with each other. This Optional License to Roast Agreement is a sample only, which may not be appropriate for all agreements and which may be adjusted and added to as Participants deem appropriate. Participants choose whether to use the Optional License to Roast Agreement in whole or in part.
The Roaster that is identified as the Buyer in the coffee purchase agreement (the “Coffee Agreement”) is in this license to roast agreement (the “License Agreement”) considered the Licensee and the Estate identified as the Seller in the Coffee agreement is considered the Licensor. The address of each party is the address entered on the Marketplace.
2.1 The Licensor is the owner of the trademarks specified in on the on the Marketplace, (the “Trademarks”) in the country of the Licensor’s origin. The Licensee has purchased raw coffee from the Licensor under the Coffee Agreement for the purposes of refining such coffee and offer the refined coffee to customers of the Licensee (“Purchased Coffee”).
2.2 The parties have agreed that the Licensee shall be entitled to use the Trademarks in its marketing and sale of the Purchased Coffee within the markets of the Licensee’s operation as set out on the Marketplace on the terms and conditions of this License Agreement.
3. GRANT AND LIMITATIONS
3.1 Licensor grants to the Licensee an exclusive during the term of the License Agreement, non-transferable, license to use the Trademarks on, for and in connection with the production, advertising and sale of the Purchased Coffee within countries of the Licensee’s operation as set out on the Marketplace. The foregoing applies as long as the Licensee (i) maintains the present standards for the Purchased Coffee and (ii) uses the Trademarks in a manner approved by Licensor. In addition to the Trademarks, the Licensee is further granted a right to use the brand story, photographs, video content etc. that the Licensor communicates to the Licensee in relation to the Purchased Coffee on the Marketplace. When referring to “Trademarks” herein, such reference shall be deemed to include also additional materials provided by the Licensor on the Marketplace.
3.2 The Licensee shall be entitled to grant a sub-license of the Trademarks to its retailers, clients (such as retailers, cafés, hotels, restaurants, micro roasters etc.) and/or agents, provided such sub-license (i) is given only in connection with retailing, production or roasting of the Purchased Coffee, and (ii) enforces all the relevant terms and conditions of this License Agreement on such sub-license.
3.3 It is the responsibility of the Licensee to ensure that the Trademarks do not infringe any third party rights within the countries of the Licensee’s operation. The Licensor expressly disclaims any responsibilities or warranties that the Trademarks are non-infringing outside the country of the Licensor’s operations. Should the Licensee wish to obtain further protection in this regard, the Licensee may after approval of the Licensor at the cost of the Licensee but in the name of the Licensor seek to register the Trademarks with the competent authorities in the countries of Licensee’s operation.
3.4 The Licensee shall use the Trademarks only in the present form and manner or as approved by Licensor. Licensee may use the Trademarks in connection with trademarks owned by Licensee in a manner which preserves the separate identities of the Trademarks.
4. PROPERTY RIGHTS
4.1 Neither this Agreement, nor Licensee’s use of the Trademarks shall convey to Licensee any right, title or interest in or to the Trademarks (other than the license granted under Section 3) or affect in any way the exclusive ownership of Licensor or the Trademarks and of any registration thereof, and all use of the Trademarks shall be for a benefit of and on behalf of Licensor. No rights are assigned with respect to the Trademarks.
4.2 Licensee shall advise Licensor promptly upon becoming aware of activity by any unlicensed third party which in Licensee’s reasonable opinion is considered to raise a question of infringement, disparagement or dilution of any Trademark.
4.3 Licensor hereby represents and warrants that it is the sole owner of the Trademarks and has full authority to grant license rights in and to the Trademarks according to the laws of the country of Licensor’s operations.
5.1 This license granted under this License Agreement is applicable until all Purchased Coffee have been consumed/sold to end customers. Thereafter, this License Agreement expires without further notice and the Licensee shall immediately cease any further use of the Trademarks.
5.2 In the event that Licensee is in default of any material obligation under any provision of this Agreement or of any coffee purchase agreements, Licensor may give notice to Licensee of such default and if such default is not remedied within thirty (30) days from the date of such notice, Licensor may terminate this Agreement for cause.
5.3 Upon termination of this Agreement Licensee shall cease any and all use of the Trademarks.
6. GOVERNING LAW AND DISPUTE RESOLUTION
This License Agreement shall be subject to the choice of law and dispute resolution clause of the Coffee Agreement.