Licensor owns all rights, title and interest in and to the Licensed Mark. All goodwill in and to the Licensed Mark, including Licensee’s use of the Licensed Mark, will inure to the Licensor. Licensor has the sole and exclusive right, in its sole discretion, to protect and defend the Licensed Mark, at its sole cost and expense. Licensee will not use any trademarks, service marks, trade names or logos confusingly similar to the Licensed Mark. Licensee will not apply for, or register any trademarks, service marks, trade names or logos identical or confusingly similar to the Licensed Mark in any jurisdiction, whether in its own name or otherwise.
Licensee will pay a fee of Canadian $10.00 upon execution of this Agreement. Thereafter, Licensee will pay Licensor a fee of Canadian $10.00, or the licensing fee as determined by IYAC/ACYI for such year, every year upon renewal of this Agreement, while the Licensee is an IYTA. In the event of termination of this Agreement, or the IYTA becomes a CIYT, prior to expiry of the term, no refund of the fee will be payable by Licensor to Licensee.
6. 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.
7. 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.
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.
9. 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.