Parties: This Agreement contains the terms and conditions by which TaxiCaller Nordic AB, company registration no. 556878-7864, with address Teknikringen 1A, 583 30 Linköping, Sweden, (“TaxiCaller”) is willing to grant you a license to use TaxiCaller's logo and marketing material.
Definitions: “The logos” are the TaxiCaller logotypes as specified by TaxiCaller from time to time, a current version of which can be found on www.taxicaller.com and made part of this Agreement.
Grant of license: We grant you a non-transferable, non-exclusive license to use The Logos in your company’s advertising and websites solely in connection with the marketing and distribution of TaxiCaller branded products and services.
Term of license: The license granted by this Agreement shall start on the date when you click the "I agree" button (the “Effective Date”), and continue until terminated as provided below.
Limitations on License: You agree to comply with the following (including the information above), which are the conditions of the license granted by this Agreement:
1. You may only use The Logos and TaxiCaller's name in strict conformity with the standards as provided by TaxiCaller or as set forth on TaxiCaller's web page: www.taxicaller.com. You acknowledge and agree that it is your responsibility to remain informed about, and to immediately comply with, any changes we may make in the agreement for use of logos and marketing material that affect your use of The Logos and other marketing material.
2. You may not assign or otherwise transfer any of the rights or obligations under this Agreement without the prior written consent of TaxiCaller. Any prohibited assignment shall be null and void.
3. The license granted by this Agreement is non-sublicensable. Nothing in this Agreement grants you, or authorizes you to grant to any other person, firm or corporation, any right to use The Logos or the marketing material in any way or by any means or manner.
4. As between TaxiCaller and you, you acknowledge TaxiCaller’s exclusive right, title, and interest in and to the trademark rights in The Logos and the marketing material. You agree that you shall not acquire any right of any kind in The Logos and the marketing material as a result of your use of it, and you agree that all such uses shall inure to the benefit of TaxiCaller.
5. You agree that you shall not, directly or indirectly, during the term of this Agreement or thereafter: (i) use The Logos in any manner likely to diminish its commercial value; (ii) use any name, logo or icon likely to cause confusion with The Logos; (iii) make any representation to the effect that The Logos is owned by you rather than by TaxiCaller; (iv) challenge either the validity or TaxiCaller’s ownership of any trademark rights which incorporate The Logos; or (v) use, register or try to register any a) trademark, domain name or any other words or phrases, or b) name of a company or organisation or c) The Logos, which are or may be considered as similar to the trademarks, the Logos or the TaxiCaller name, or attempt to do anything of the aforesaid.
6. As between TaxiCaller and you, you acknowledge TaxiCaller’s exclusive right, title and interest in and to the copyright in The Logos, and you agree that you will not contest or assist another in contesting that copyright or TaxiCaller’s ownership of it.
7. All materials, if any, provided by TaxiCaller to you under this Agreement, and all proprietary rights in and to all such materials shall remain the sole and exclusive property of TaxiCaller, subject only to the non-exclusive rights granted to you under this Agreement.
8. Upon request, you shall provide TaxiCaller, without charge, samples of materials which feature The Logos or the TaxiCaller name. TaxiCaller shall have the right of approval over such items by giving written notice to you, within thirty (30) days of receipt of the samples, of such changes or corrections as TaxiCaller finds necessary. You shall make and incorporate said changes or corrections.
9. If TaxiCaller, in its sole discretion, determines that any materials used or distributed by you under this Agreement are unsatisfactory to TaxiCaller, either based on the quality of the materials themselves or the depiction of The Logos on the materials, then TaxiCaller shall notify you in writing through email. Upon receipt of such notification, you shall have ten (10) days to implement such reasonable changes, as TaxiCaller shall suggest, ensuring that the materials are satisfactory to TaxiCaller.
11. Termination: TaxiCaller may, in its sole discretion, terminate this Agreement or modify your license to use The Logos and marketing material by updating the terms and conditions on www.taxicaller.com or by notifying you be email. Upon termination of this Agreement, you shall immediately cease any and all use of The Logos or any trademarks confusingly similar to The Logos and marketing material.
12. Disclaimer and Warranties: TAXICALLER DISCLAIMS ANY AND ALL WARRANTIES THAT MAY BE EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE LOGOS OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AGAINST INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND AGAINST ALL CLAIMS AND LIABILITIES ARISING OUT OF YOUR USE OF THE LOGOS.
13. Limitation of Liability: IN NO EVENT SHALL TAXICALLER BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, OR WHETHER CLAIMS ARE BASED OR REMEDIES ARE SOUGHT IN CONTRACT OR TORT OR OTHERWISE.
14. Indemnity: You shall indemnify, defend and hold harmless TaxiCaller, its affiliates, and their respective officers, directors, members, employees and agents from and against any claims, actions, suits or proceedings, as well as any and all claims and resulting losses, costs, liabilities, and expenses (including reasonable attorney’s fees), arising as a result of or in connection with (a) any misrepresentation or breach of your representations and warranties set forth in this Agreement; and (b) any non-compliance by you with any agreements or undertakings contained in or made pursuant to this Agreement.
15. Governing law and disputes These terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of Sweden. Disputes relating to the rights and/or obligations stated in this agreement shall be determined by Linköping district court in Sweden or optionally, if TaxiCaller in its own discretion chooses so, by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Linköping. The language to be used in the arbitral proceedings shall be English.
You hereby represent and warrant to TaxiCaller that you (a) have the right, power and authority to enter into this Agreement and to perform your obligations as set forth herein; (b) are under no obligation or restriction that does or would interfere or conflict with your obligations under this Agreement, nor will you assume any such obligations or restrictions during the term hereof; and (c) the information provided by you in connection with this Agreement is true, correct and complete.