1.
S2M Trademark Licensing Agreement (NL)
The parties:
Seats2Meet.com International BV, having its principal place of business in
Utrecht, the Netherlands and being registered with the Chamber of Commerce under
number TBD (“S2M”),
and
OFFICIAL NAME OF OTHER PARTY, having its principal place of business in
PLACE, COUNTRY and registered with the Chamber of Commerce under number
NUMBER / OTHER DESIGNATION AS REQUIRED (“Licensee”),
both represented by officers authorized to enter into the obligations as presented
below,
Considering, that
S2M has developed an innovative disruptive hospitality concept, catering for the
growing numbers of Free Agents, Knowmads and other innovators in the world, who
meet both in the physical and virtual worlds (“ the Concept”),
S2M in connection with the Concept has available certain software to facilitate seat
reservations in the physical world and virtual meetings in the virtual world (“the
Software”),
Licensee operates or is considering operating a hospitality business (“the Business”) in
a certain geographical region (“the Territory”) and desires to use the Software to this
end,
S2M and Licensee have already or are about to conclude a separate software license
agreement for this use of the Software,
S2M further in connection with the Concept owns the trade name “Seats2Meet.com”
and “S2M”, the Benelux trademark number 0801604 and other pending European and
international trademarks and applications (“the Marks”),
S2M is willing to license to Licensee the Marks for the Business,
have agreed the following:
Article 1. Trademark license
S2M hereby grants Licensee a limited license to use the Marks for the Business in the
Territory.
At Licensee’s option, this license is limited to either of
A) the “Inspired by Seats2meet.com” license of article 2, and
B) the “Seats2meet.com Partner” license of article 3.
Licensee may elect either option at any time, provided Licensee gives notice thereof to
S2M at least 30 days in advance.
1/6 Initials:

2.
S2M Trademark Licensing Agreement (NL)
This license is exclusive for Licensee for a geographical region of 250 meters
surrounding the physical location at which Licensee operates the Business (if the
Business is operated at multiple physical locations, the largest physical location
shall be used for the purpose of this article) with respect to the following:
• The physical location at which Licensee operates the Business is at least 1,000
square meters in size,
• The Business must be in actual operation within four weeks of the Effective
Date,
• The exclusivity ends one year after the effective date of the software license
agreement, regardless of the Effective Date.
Article 2. “Inspired by Seats2Meet”
In case Licensee elects the “Inspired by Seats2meet.com” option, the license of article
1 is limited to what is provided in this article.
Licensee must operate the Business under a trade name of its own choice that does
not contain and that is not substantially similar to any part of the Marks.
In any promotional message, regardless of medium, Licensee shall include both the
textual label ‘Inspired by Seats2meet.com’ and the S2M logo as indicated at
<http://www.myowns2m.com/trademark_guidelines/>. These must always be
included in combination.
Licensee must operate the Business within six months of the Effective Date. If
Licensee does not do so, this agreement will terminate automatically at that
time.
Article 3. “Seats2meet.com Partner”
In case Licensee elects the “Seats2meet.com Partner” option, the license of article 1 is
limited to what is provided in this article.
Licensee shall operate the Business in the Territory using a trade name that consists
of the Mark “Seats2meet.com” in combination with an authorized licensee
indication, and no other trade name. Prior to actually operating the Business,
Licensee is entitled only to use the “Coming Soon” logo as shown at
<http://www.myowns2m.com/trademark_guidelines/>.
Licensee shall elect a licensee indication and present such indication to S2M for
approval as soon as possible after electing this option. S2M shall indicate its
approval or refusal within two weeks.
Licensee shall use one of the Partner logos as shown at
<http://www.myowns2m.com/trademark_guidelines/> in its communications to
the public.
Licensee must operate the Business within six months of the Effective Date. If
Licensee does not do so, this agreement will terminate automatically at that
time.
2/6 Initials:

3.
S2M Trademark Licensing Agreement (NL)
Article 4. Trademark restrictions
Regardless of the option chosen, Licensee’s use of any Mark is subject to the
provisions of this article.
Licensee is free to choose the font face, size, color and other aspects of any textual
reproductions of a Mark, as long as the textual reproduction is readable for the
average person and is no smaller than 30% of the text height of the main title of the
promotional message.
Licensee must reproduce any logo Mark exactly as indicated in the appendix, either
the black-and-white or the color version. Colors may not be changed; if a color cannot
be reproduced faithfully Licensee must use the black-and-white version instead. The
logo must be reproduced no smaller than 30% of the text height of the main title of
the promotional message.
In promotional messages where inclusion of a graphical logo is technically not
feasible, Licensee may refrain from using the logo but must then provide a textual
Mark in a standard font of the same size, color and other aspects as the default text of
the promotional message. If this is not feasible either (e.g. due to size limitations in
the message imposed by the service operator) Licensee must refrain from mentioning
S2M altogether.
Licensee is not authorized to register, acquire or operate any domain names
containing any of the Marks or a confusingly similar designation. At the request of
Licensee, S2M will register and operate any domain names containing any of the
Marks as reasonably necessary for the Purpose. S2M will strive to ensure that these
domain names redirect to websites or other services operated by Licensee in
connection with the Business.
Licensee is authorized to register and operate web page URLs as well as service user
or display names or pictures (e.g. Twitter usernames, forum or blog profile
photos, Gravatar icons or LinkedIn group names) containing any of the Marks
but only if necessary for the Business. Further, in content on websites and other
media and in any communication to third parties, Licensee is authorized to use
any of the Marks (as well as any domain names referred to in the previous
paragraph) if necessary for the Business.
When using any of the Marks, Licensee shall at all times strictly adhere to the
trademark guidelines as provided by S2M as part of the documentation. S2M
may change these guidelines from time to time, provided S2M gives timely notice
to Licensee and takes reasonable feedback from Licensee into account.
Licensee shall not oppose or seek annulment proceedings against any of the Marks or
apply for trademark protection in or for any country or region for a mark that is
confusingly similar to or contains any of the Marks. At the request of Licensee
and if deemed valuable for the Business, S2M may apply for such trademark
protection. The license of this article shall then be extended to such trademark.
Deviations from this article are only possible after express written permission from an
authorized officer of S2M.
3/6 Initials:

4.
S2M Trademark Licensing Agreement (NL)
S2M Obligations
S2M shall include the trade name of Licensee in the booking overview of the Software
as well as other relevant information to be mutually agreed upon.
S2M shall arrange for an account in the MINDZ social media environment for the
benefit of Licensee. Any content Licensee publishes using this account shall be
included in relevant promotional messages of S2M.
S2M shall promote Licensee to the best of its abilities. To this end S2M may use the
name and logo and related information of Licensee in promotional activities, both
online and offline, regarding the Software. S2M will honor reasonable requests
regarding the specific way of presentation, e.g. logo colors or positioning. S2M will
strive to include multiple licensees in such promotional activities where possible.
From here on taken from software license.
Change of terms
This agreement may be changed at any time if both parties agree to such change and
if the changes are recorded by means of written instrument.
S2M has the right to unilaterally adapt or add to this agreement once every calendar
year after the first anniversary of the Effective Date.
However, before making such unilateral adaptations or additions, S2M shall announce
the planned changes to Licensee at least three months in advance. If Licensee
raises any objections within two months after such announcement, S2M will give
serious consideration thereto and may withdraw any or all of the adaptations or
additions. S2M will give notice to Licensee of such withdrawal. Failure to object
to certain adaptations or additions shall constitute acceptance of such
adaptations or additions.
Licensee has the right at any time in the three-month period after receipt of such
announcement to terminate this agreement effective at the end of that period, if
at the end of that period S2M maintains at least one adaptation or addition that
Licensee has objected to.
Term and termination
This agreement shall enter into force on the last date of signature below (“the
Effective Date”) and remain so until terminated in accordance with the provisions
of this article.
Licensee may terminate this agreement at any time by means of written notice to S2M
three months before the desired date of termination.
S2M may terminate this agreement at any time if Licensee does not comply with any
of its provisions, but only if S2M has previously provided written notice to
Licensee which details the lack of compliance and sets a term for when the
compliance must be restored.
4/6 Initials:

5.
S2M Trademark Licensing Agreement (NL)
This agreement terminates automatically if and when either party terminates the
license agreement for the Software.
After termination, Licensee shall as soon as is practical cease all use of the Marks.
Furthermore, Licensee shall cancel or transfer control to S2M over any web page
URLs as well as service user or display names or pictures that contain any of the
Marks.
Miscellaneous
This agreement shall be governed by and construed in accordance with the laws of
the Netherlands without consideration of its conflict of law provisions.
Any disputes arising out of or in connection with this agreement shall be brought
before the competent courts for the principal place of business of S2M.
The parties enter into this agreement as independent contractors. No employment
relationship is created by this agreement between S2M and Licensee or any of
their respective employees or agents. Neither party has the power to bind the
other party or incur obligations on the other party’s behalf without the other
party’s prior written consent. Licensee shall operate the Business at its own risk
and for its own benefit.
In the event that any one or more of the provisions of this agreement is determined
by a court of competent jurisdiction to be invalid, unenforceable, or illegal, such
invalidity, unenforceability, or illegality shall not affect any other provisions of
this agreement, and the agreement shall be construed as if the challenged
provision had never been contained herein. The parties further agree that in the
event such provision is an essential part of this agreement, they will immediately
begin negotiations for a suitable replacement provision.
The failure of either party at any time to require performance by the other party of
any provision of this agreement shall in no way affect that party’s right to
enforce such provisions, nor shall the waiver by either party of any breach of any
provision of this agreement be taken or held to be a waiver of any further breach
of the same provision.
S2M refers customers of Licensee through the Software to a publicly-accessible service
where third parties may leave comments and reviews regarding Licensee and
other parties. This service is not operated by S2M and S2M has no control over
the content of the service. In case Licensee feels a particular comment or review
is inappropriate, it is the sole responsibility of Licensee to raise the issue with the
operator of the service.
Neither party may bring an action, regardless of cause or form, arising out of or
related to this agreement more than one year after the date of discovery of the
cause of action or the date of termination of this agreement, whichever is earlier.
Any requirement for a “written” statement can be fulfilled by using a digitized version
communicated by electronic means such as facsimile or e-mail, provided the
identity of the sender and integrity of such electronic means can be determined
with sufficient certainty.
5/6 Initials:

6.
S2M Trademark Licensing Agreement (NL)
Was signed,
For S2M For Licensee
Name: Name:
Title: Title:
Date: Date:
6/6 Initials: