Mark Licence Agreement

Parties

(1) The Sleep Consultant Academy Ltd, a company incorporated in England & Wales with registered number 14361616

whose registered office is at 2 Lakeview Stables/St. Clere, Kent, TN15 6NL (the Licensor); and

(2) Subscription User

Background

(A) The Licensor is the owner of the Mark.

(B) The Subscription User wishes to use the Mark. The Licensor is willing to grant the Subscription User use of the Mark subject to the terms and conditions of this Agreement.

Agreement

Meanings

1. In this Agreement, the following words are defined:

Agreement: this agreement and any changes that the parties agree in writing;

Confidential Information: in relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this Agreement;

Effective Date: 09 November 2022;

Subscription Fee: the fee to subscribe to AcademyPLUS enabling licensed use of the Mark;

Mark: The Comforting Through Change Method

2. In this Agreement, unless the context requires a different interpretation:
3. the masculine shall include the feminine;
4. the singular includes the plural and vice versa;
5. references to sub-clauses, schedules or appendices are to sub-clauses, schedules or appendices of this Agreement;
6. a reference to a person includes firms, companies, government entities, trusts and partnerships;
7. ‘including’ is understood to mean ‘including without limitation’;
8. reference to any statutory provision includes any modification or amendment of it; and
9. the headings and sub-headings do not form part of this Agreement.

Grant

3. The Licensor grants the Subscription User an exclusive licence to use the Comforting Through Change method subject to the terms and conditions of this Agreement.
4. Any goodwill derived from the use by the Subscription User of the Mark shall accrue to the Licensor.
5. The Licensed Products are licensed and not sold. Accordingly, all rights not expressly granted in this Agreement are expressly reserved by the Licensor.
6. The Licensor reserves the right to use and to license others to use the Mark in the Territory.

Term

7. This Agreement shall commence on the Effective Date and unless terminated earlier (in accordance with the clause below entitled “Termination”), shall continue in full force and effect for a period of 5 years (the Term).

Title to the mark and goodwill

8. The Subscription User shall not claim any right, title or interest in the Mark or any part of it other than that granted under this Agreement.
9. The Subscription User shall not during the term of this Agreement, or at any future time:
10. apply to register the Mark or any derivative of the Mark;
11. assign any rights granted to it under this Agreement or grant any sub-licence to any third party without the prior written consent of the Licensor;
12. do anything which shall or may impair, damage or be detrimental to the reputation or goodwill associated with the Licensor or the Mark; and
13. unless specifically authorised to do so by the Licensor, hold itself out as acting for or on behalf of the Licensor or

as being an agent or representative of the Licensor.

Use

10. This Agreement shall not entitle the Subscription User to use any of the Marks for any purpose other than performing its obligations in connection with this Agreement.
11. All Licensed Products manufactured, sold or otherwise distributed in the Territory will carry the Mark.

Licence fee

12. On the Effective Date of the Subscription, the Subscription User shall pay to the Licensor the sum of the agree Subscription fee.
13. The Licence Fee shall be charged to the Subscription User in advance and with effect from the Effective Date.
14. The provisions of this clause shall remain in effect notwithstanding termination or expiry of this Agreement until the settlement of all subsisting claims by the Licensor.

Quality control

15. The Subscription User shall comply with the specifications, standards and directions relating to the Mark.

Infringement

16. The Subscription User shall inform the Licensor immediately of any suspected unauthorised use of the Mark (or any

confusingly similar mark) (Trade mark Infringement) of which it becomes aware and shall provide the Licensor with such documents, information and assistance as it can in relation to any such use.

17. The Licensor shall have the exclusive right (but is not obliged) to take action against or to settle with such third party in relation to Trade mark Infringement at the Licensor’s cost and expense.
18. The Licensor shall be entitled to all proceeds resulting from such Trade mark Infringement action, including any settlement sums, after reimbursing the Subscription User for any reasonable expenses incurred in assisting it in such action.
19. The Subscription User shall not be entitled to bring any proceedings for infringement under section 30 of the Trade Marks Act 1994 or equivalent provisions anywhere in the world.

Infringement of third party rights

20. The Licensor gives no warranty and makes no representation that the use of the Mark, nor the manufacture, use, sale or other dealing in any of the Licensed Products, does not or will not infringe the rights of others.
21. If any notice of infringement or other notification is received by the Subscription User, or any other action or claim is brought against the Subscription User alleging infringement of third party rights in connection with the manufacture, promotion, distribution or sale of any Licensed Product, the Subscription User shall:
22. promptly provide full details to the Licensor;
23. at the Licensor’s request and expense, allow the Licensor complete control over any such proceedings or settlement; and
24. provide the Licensor with all information and assistance as reasonably requested by the Licensor.
25. Subject to the clause above, if any demand, claim or proceedings are brought against the Subscription User alleging that the exercise by the Subscription User of any licences granted to it under this Agreement infringes any intellectual property rights belonging to a third party in the Territory, the Licensor shall indemnify the Subscription User against all losses, damages, liabilities and costs (including legal fees) and expenses incurred by the Subscription User as a result of such demands, claims or proceedings.

Warranties

23. Each party warrants that it has full power and authority to carry out the actions under this Agreement.
24. The Licensor warrants and represents that as at the date of this Agreement:
25. it is the sole legal and beneficial owner of the Mark; and
26. it is entitled to grant the Subscription User the licenses contained in this Agreement.
27. The Licensor warrants that the Mark is not, to the best of the Licensor’s knowledge and belief, the subject of any current actual or threatened challenge, claim or proceedings.
28. The Subscription User warrants and represents that it will use its best efforts to promote, market, sell and distribute the Licensed Products.

Indemnities

27. The Licensor shall indemnify the Subscription User against any proven damages that are awarded to any third party in respect of any Mark Infringement, provided that the Subscription User complies with the conditions set out above.
28. The Subscription User shall indemnify the Licensor from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Licensor as a result of or in connection with any action, demand or claim in connection with:
29. the Subscription User’s exercise of its rights under this Agreement; and
30. the Subscription User’s breach of this Agreement (including any product liability claims relating to the Licensed Products used, manufactured or supplied by the Subscription User).

Limitation of Liability

29. The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any way and whether or not caused by negligence or misrepresentation) shall be set out in this clause.
30. Nothing in this Agreement limits or excludes either party’s liability for:
31. death or personal injury caused by negligence;
32. fraud or fraudulent misrepresentation;
33. any other losses which cannot be excluded or limited by applicable law.
34. Subject to the above clause and the clause above (Indemnities), neither party shall have any liability to the other party, whether in contract, tort (including negligence) or otherwise, arising under or in connection with this Agreement for:
35. loss of profits;
36. loss of business;
37. loss of opportunity;
38. loss of or damage to goodwill;
39. any indirect or consequential loss.
40. Subject to the clause above (Indemnities), the total liability of either party for any other loss of the other party in respect of any one event or series of connected events shall not exceed £100,000.

Insurance

33. During this Agreement, the parties shall each maintain in force with a reputable insurance company, insurance sufficient to indemnify risks for which they may be responsible, including for their respective sub-contractors, agents and employees.
34. The parties shall, on either party’s request, produce both the insurance certificate giving details of the cover and receipt for the current year’s premium.

Confidentiality

35. Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:
36. where required by law, court order or any governmental or regulatory body;
37. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
38. where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
39. where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
40. where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.

Termination

36. In any event, either party may terminate this Agreement by giving a minimum of 1 weeks’ notice in writing to the other party.
37. A party may terminate this Agreement at any time by giving notice in writing to the other party if:
38. the other party fails to pay any amount due under this Agreement on the due date and such amount remains unpaid within 1 week after the other party has received notification that the payment is overdue;
39. the other party commits a material breach of the Agreement, which if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
40. the other party persistently breaches any term of the Agreement;
41. the other party is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
42. the other party is a company over any of whose assets or property a receiver is appointed;
43. the other party makes any voluntary arrangement with its creditors or (if a company), becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
44. (an individual or firm), has a bankruptcy order made against it or (if a company) goes into liquidation;
45. the other party undergoes a change in control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
46. (an individual) dies or as a result of illness or incapacity becomes incapable of managing their own affairs.

Consequences of termination

38. On termination or expiry of this Agreement:
39. each party shall within 7 days return or destroy (at the other party’s option) all of the other party’s Confidential Information in its possession or under its control and all copies of such information;
40. the Subscription User shall immediately cease using the Mark and remove all references to the Mark on its premises, vehicles, business documents or other documents or materials of any nature;
41. the Subscription User shall promptly return to the Licensor at the Subscription User’s expense all records and copies of materials provided to the Subscription User by the Licensor as a result of this Agreement.

General

39. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
40. No party may assign, transfer or sub-contract to any third party and the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other party.
41. No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
42. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
43. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other right or remedy.
44. A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
45. If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
46. Unless specifically provided by the parties, nothing in the Agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party.
47. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other party’s registered address or place of business, or sent by email to the other party’s main business email address as notified to the sending party.

Notices:

1. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and, where posted from or to the addresses outside of the United Kingdom, on the tenth Working Day following the date of posting;
2. delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
3. sent by email will be deemed to have been received on the next Working Day after sending.

Governing law and jurisdiction

48. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under this Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

The Subscription User will be accepting this agreement by signing up for the subscription.