TM Licence Agreement - CIYT


 

Trademark License Agreement*

This Trademark License Agreement (the “Agreement”) is between the Iyengar Yoga Association of Canada/Association canadienne de yoga Iyengar (“IYAC/ACYI”), a not-for- profit corporation under the laws of Canada (“Licensor”), and the individual listed in the signature line of this Agreement, who is a Certified Iyengar Yoga Teacher (“Licensee”). Licensor is the Canadian affiliate of an international family of Iyengar Yoga Associations and has as its purpose to study, teach, disseminate and promote the art, science and philosophy of yoga according to the tradition and method of Yogacharya B.K.S. Iyengar (“Iyengar Yoga”).

* This Agreement must be signed and renewed annually.

 

1. Trademarks

Licensor is the registered owner of three Canadian Registered Trademarks (“CRT”) that are the subject of this Agreement.

  1. a)  The first CRT is the logo set forth below registered as CRT No. TMA665284 on May 30, 2006 (“Certification Mark #1”).  

  2. b)  The second CRT is the logo and word mark set forth below registered as CRT No. TMA897491 on February 25, 2015 (“Certification Mark #2”).

  3. c)  The third CRT is the word “Iyengar” registered as CRT No. TMA884469 on August 20, 2014 (“Iyengar Mark”).

  4. d)  Collectively, Certification Mark #1, Certification Mark #2 and the Iyengar Mark are referred to as the “Licensed Marks”.

2. License Grant

Licensor hereby grants to Licensee a non-exclusive license to use the Licensed Marks in association with the teaching and practice of yoga only in respect of the art, science and philosophy of Yogacharya B.K.S. Iyengar in Canada subject to the terms and conditions of this Agreement including compliance with the IYAC/ACYI Standards (defined below). Each Certified Iyengar Yoga Teacher (CIYT) member of IYAC/ACYI is required to be a Licensee of the Licensed Marks, but use of the Licensed Marks is optional. The license conferred by this Agreement includes the right to use the Iyengar Mark as part of the name of the teacher's place of business only if Licensee provides Licensor with proof of the written permission from Yogacharya B.K.S. Iyengar, Geeta Iyengar, Prashant S. Iyengar or Abhijata S. Iyengar or an agent of any of them at the Ramamani Iyengar Memorial Yoga Institute, or their successor(s), to use the Iyengar Mark or all or a portion of the name “B.K.S. Iyengar” in any business name used by or taught at by Licensee.

3. IYAC/ACYI Standards

The “IYAC/ACYI Standards” are as set forth in this paragraph. The license to the Licensed Marks is subject to Licensee’s demonstration of standards of yoga practice and teaching which meet or exceed the IYAC/ACYI Standards set forth in this paragraph. Accordingly, Licensee represents and warrants that Licensee:

  1. a)  has as the primary teaching purpose the studying, teaching, disseminating and promotion of Iyengar Yoga without mixing or teaching other methods of yoga;

  2. b)  will teach only Iyengar Yoga and will not mix other methods of yoga with Iyengar Yoga;

  3. c)  has an IYAC/ACYI Level I or higher teaching certificate;

  4. d)  is a member in good standing of the IYAC/ACYI;

  5. e)  willteachIyengarYogainaccordancewiththeIYAC/ACYIguidelinesspecifictoher/his certification level;

  6. f)  will maintain all certification renewal criteria for Licensee’s level of certification;

  7. g)  willdisplayeitherCertificationMark#1orCertificationMark#2,asapplicable,onlyintheform provided by the Licensor and only consistent with the Licensor’s Trademark Use Guidelines as set forth in Section 4;

  8. h)  will read and comply with the IYAC/ACYI Code of Ethics as set forth in Exhibit A which is also available online here; and

  9. i)  if applicable, has obtained prior written permission from Yogacharya B.K.S. Iyengar, Geeta Iyengar, Prashant S. Iyengar or Abhijata S. Iyengar or an agent of any of them at the Ramamani Iyengar Memorial Yoga Institute, or their successor(s), if Licensee intends to use the Iyengar Mark or all or a portion of the name “B.K.S. Iyengar” in any business name used by or taught at by Licensee.

4. Quality Control

Licensee will meet the IYAC/ACYI Standards at all times during Licensee’s use of the Licensed Marks. Licensee will use the Licensed Marks in accordance with the Trademark Use Guidelines provided to Licensee by Licensor from time to time. Licensor’s Trademark Use Guidelines are set forth in Exhibit B which is also available online here and are incorporated into this Agreement by reference. Licensor will be entitled to monitor the quality of services provided by Licensee to ensure the IYAC/ACYI Standards and Trademark Use Guidelines are met at all times during the term of this Agreement. Licensee agrees to permit Licensor or its representative to monitor the quality of the services and Licensee will comply with any request by Licensor in association with such monitoring. At Licensor’s request, Licensee agrees to assist Licensor and provide information about unauthorized users of the Licensed Marks as set forth in the Trademark Use Guidelines.

5. Ownership

Licensor owns all rights, title and interest in and to the Licensed Marks. All goodwill in and to the Licensed Marks, including Licensee’s use of the Licensed Marks, will inure to the Licensor. Licensee will not use the Licensed Marks as its business or corporate name without the prior permission as set out in Section 2. Licensor has the sole and exclusive right, in its sole discretion, to protect and defend the Licensed Marks, at its sole cost and expense. Licensee will not use any trademarks, service marks, trade names or logos confusingly similar to the Licensed Marks. Licensee will not apply for, or register any trademarks, service marks, trade names or logos identical or confusingly similar to the Licensed Marks in any jurisdiction, whether in its own name or otherwise.

6. Fees

Licensee will pay a fee of Canadian $50.00 upon execution of this Agreement. Thereafter, Licensee will pay Licensor a fee of Canadian $50.00, or the licensing fee as determined by IYAC/ACYI for such year, every year upon renewal of this Agreement. In the event of termination of this Agreement prior to expiry of the term, no refund of the fee will be payable by Licensor to Licensee.

7. Term and Termination

This Agreement commences on the date it is signed by both parties. This Agreement will terminate on the first to occur of either (i) January 31st of the year immediately after the year in which the Agreement was signed or (ii) the day of the year on which a new Trademark License Agreement is signed between the parties. (By way of example only, if the Agreement was signed on January 10, 2021, the Agreement will terminate under this subsection on January 31, 2022 unless a new Trademark License Agreement is signed earlier in January 2022, in which case the Agreement will terminate on the date in January on which the new Trademark License Agreement will have been signed and the new Agreement will govern the relationship.) This Agreement will remain in effect during the term as long as Licensee meets the IYAC/ACYI Standards and makes the required license fee payments. The Licensor may terminate this Agreement if the Licensee fails to meet the IYAC/ACYI Standards or fails to make the required license fee payment, or if the Licensor determines that Licensee’s use of the Licensed Marks is in any manner likely to deceive or mislead the public or to endanger the validity or value of any of the Licensed Marks. Upon termination or expiration of this Agreement, Licensee will immediately discontinue all use of the Licensed Marks. If this Agreement is terminated or if the Licensee is no longer permitted by the Licensor to use the Licensed Marks or the Licensee abandons the use of it or is unable or unwilling to perform its services in conformance with the IYAC/ACYI Standards, Licensee will, as soon as reasonably practicable, cause all of Licensee’s uses of the Licensed Marks to be changed or expunged so as to eliminate any reference to the Licensed Marks; and will not thereafter use any trademark which so nearly resembles the Licensed Marks as to be likely to cause confusion or deception to the public.

8. Disclaimer of Warranties

THE LICENSED MARKS ARE PROVIDED ON AN “AS IS” BASIS. THE LICENSOR HEREBY DISCLAIMS ALL WARRANTIES ON THE LICENSED MARKS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, QUIET ENJOYMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT.

9. Indemnification

The Licensor assumes no liability to the Licensee with respect to Licensee teaching Iyengar Yoga under the Licensed Marks. The Licensee will indemnify and save harmless the Licensor from all actions, demands, claims, expenses, costs, or damages of third persons arising out of the advertisement or performance of Licensee’s of teaching Iyengar Yoga.

10. Defense of Licensed Marks

Licensor, at its sole discretion, may commence or defend proceedings against third parties for unauthorized users of the Licensed Marks. Any such proceedings will be under the exclusive control of the Licensor. Licensee will not be entitled to commence or maintain proceedings for infringement of the Licensed Marks without the prior written consent of the Licensor.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the parties hereto hereby submit to the jurisdiction of the Courts in the Province of British Columbia.

Please initial after each item below to indicate your acceptance of these terms.

  1. I will teach yoga according to the teachings and philosophy of B.K.S. Iyengar.  

  2. I will not mix methods and agree to follow the ethical guidelines for certified teachers.  

  3. I agree that I have read in full the IYAC/ACYI Code of Ethics and understand the guidelines under which I will teach.  

  4. I will remain in good standing with IYAC/ACYI.  

  5. I will maintain all certification renewal criteria for my level of certification.  

  1. I agree to teach up to and including the syllabus level at which I am certified.  

  2. As a Certified Teacher, if I am planning to upgrade my certificate and teach from the next level syllabus, I understand that I must have permission from my mentoring teacher(s) to do so.  

  3. I acknowledge that when I am no longer a member good standing with IYAC/ACYI, I will no longer be authorized to use the Licensed Marks.  

 

Signature:

Name: Patricia Fernandes
President of IYAC/ACYI

 

Signature:

Name: Martine Letarte
Membership Chair of IYAC/ACYI

Leave this empty:

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Signature Certificate
Document name: TM Licence Agreement - CIYT
lock iconUnique Document ID: 40c679f0643a2c9eae3b988c54565b419209a078
Timestamp Audit
December 13, 2020 11:51 am MDTTM Licence Agreement - CIYT Uploaded by Inga Norkute - info@iyengaryogacanada.com IP 199.126.12.152