Brand Licensing Terms
Any and all rights in the Brand shall remain sole property of Re4ma Asia Limited, Reg. no. 2118961, of 1102-3,11/F, Regent Centre, 88 Queens Road Central, Hong Kong (the "Company").
Engaging in any commercial activity related to the Brand or the Products constitutes a binding acceptance and obligation to uphold these terms and conditions.
Any sale of the Products is explicitly mandated and subject to these terms and conditions. No person or entity is allowed to sell the Products or use the Brand for that or any other purpose except in full and strict compliance with these terms and conditions.
Contradictions shall be resolved in accordance with these Brand Licensing Terms, which are deemed attached to any contract related to the Brand or the Products, and vice versa, as inseparable parts, and binding to the benefit of the Company. The provisions herein will surpass and replace any other provision and prevail in the event of contradiction.
Despite and notwithstanding any other agreement, any and all licenses related to the Brand must be renewed by the Company on or prior to January 23, 2027. Any and all agreements based on the Brand will be terminated, without consequence, unless renewed by the Company. The Company does not guarantee such renewal.
Except where these Brand License Terms are attached to an agreement with the Company, any person or entity commercially engaged in the sale of the Products or otherwise relates to the Brand, must comply with the terms herein at all times and must execute these Brand Licensing Terms by a signatory and deliver directly to firstname.lastname@example.org prior to making any business activity under the Brand. Failure to execute these undertakings in writing shall not derogate from the obligations and restrictions herein, which shall survive and prevail in any event of contradiction with any other agreement.
Any questions regarding these terms and conditions should be directed to the email address above.
1.1. “Mark” - drawing taken from the certain artwork of the artist Salvador Dali, known as "El triomf del rodoli de la Gala I en Dali" or the separate drawings included in such artwork.
1.2. “Products” - any and all products and/or services, marked or sold, under or in association with the Brand.
1.3. “Licensed Rights” - The limited right to display the or mention the Mark, as provided and in strict accordance with the Brand Licensing Terms, for the limited purpose of promoting the sale of the Products.
1.4. “Undersigned” or “Operator” - Each person or entity engaged in selling Products or services, and therefore expressly undertake to comply with these terms and conditions.
1.5. “Location” - Any location in which the Products are sold, under these Brand License Terms and any additional Contracts.
1.6. “Offline” - interactions and transactions fully performed at the physical presence of the Customer. Any and all e-commerce, telemarketing, media, social media, websites, platforms or activities are
prohibited, including mentioning the Products or publishing any digital content accessible through a computer or a smartphone including social media (e.g. Facebook), sponsored ads (e.g. Google), banners or online indexes.
1.7. “Media Toolkit” or “Manual” or “Style guide” - The Media Toolkit is available at http://salvadorbrandmtk.com using a login issued to the Undersigned. The Undersigned will be advised with respect to updates of the Media Toolkit, as may be from time to time amended at the Company’s sole discretion.
2. Brand License Terms
2.1. Signing or undertaking to uphold the terms herein does not grant the signatory, in itself, any rights or licenses. The sale of the Products must comply at all times with these terms and conditions.
2.2. These Brand License Terms shall surpass and overcome any other agreements, terms or provisions, to the maximum extent permitted by law. Any rights of any reseller or distributor of the Products may not derogate from the Company’s rights hereunder and are strictly limited for the purpose of the sale of the Products, within the scope and during the term of such permission.
2.3. The Licensed Rights include limited rights to sell the Products, display the Trademarks, logos and content provided by the Company in the Media Toolkit for this purpose.
2.4. Appointment or exclusive appointment may be granted in a specific territory or jurisdiction, but the Licensed Rights may never be used on or for any online activity or media.
2.5. The undersigned acknowledges and accepts that the intellectual property laws protect the content provided by the Company, including the Media Toolkit, the Mark and the Branded Products. Any infringement or breach of these terms and conditions is prohibited by law and considered as material breach of this agreement.
3. Protection of Intellectual Property Rights
3.1. No Contest. In all cases, the Operator will not (a) contest the ownership of the Company over the Licensed Rights; (b) Refuse transferring or assigning any registration related to the Products, Trademarks or other Licensed Rights; (c) Reverse engineer or copy the Products; (d) Use the Trademarks in any way except as explicitly permitted and in accordance with the Media Toolkit and Brand Book.
3.2. The Operator shall not directly or indirectly register, in any country of the world or in relation with any good, merchandise or service, the trademarks and/or any other distinguishing signs or intellectual property which identify the Company, the Company products or the Company services, or others that in the opinion of the Company contain elements or that in itself may be similar to or easily confused with or represent competition to or with the Products.
3.3. Infringement by Third Parties. The undersigned shall inform and assist Company in protecting any and all of the Licensed Rights. Under no circumstance shall the Operator proceed on his own with any judicial action against third parties infringing the Licensed Rights.
4. Required Approvals
The following actions, activities or resolutions enabling them, by the Operator, affiliates of the Operator, will always be subject to the prior written approval of the Company. Each approval required under these terms and conditions is required for each separate instance, item or event.
4.1. Any engagement or initiative to open a new location or venue related to the Products each with respect to (a) location and lease, (b) design, (c) Operator and (d) business activity and conduct, and in accordance with the Brand Book and the Media Toolkit
4.2. Any sub-license, engagement or assignment of rights and obligations hereunder.
4.3. Any new business activity related to the Products must be considered and pre-approved by the Company.
4.4. Any content, graphics or designs related to the Brand, the Trademarks or the Products, must be approved before publication.
5. No Online Activity. No Operator will never sell or mention the Products online, this includes the Operator's own website as well as third party e-commerce and online platforms, telemarketing, mass email, social media and indexes. Offline sales as permitted under the Brand License Terms is explicitly restricted to a sale at a physical point of sale, with the end Customer physically present.
6. Disclaimer of Liability. Under any circumstances, the Company will not be liable to indirect damages, loss of profit and any other consequential, punitive or exemplary compensation or indemnification.
7. Liability Limitation. The Company's total liability will be capped and shall not exceed the total sums received by the Company in the preceding 12 calendar months. The Operator may not be entitled under any indemnification or restitution obligation, under any law and/or legal doctrine, in excess of the foregoing, including all indemnifications, reimbursements and compensations, without limitation. Any liquidated damages are subject to this liability limitation.
8. No Liability for Third Parties’ acts and omissions. Without derogating from any obligation of the Company, it is hereby clarified that the Company will not be liable for any act or omission by any third party (explicitly including service providers and distributors) not under its direct control.
9. Agreements to the benefit of the Company as a third party. These terms and conditions and any contract referring or incorporating these terms and conditions shall be deemed an agreement to the benefit of a third party, with the Company as the beneficiary.
10. Dispute Resolution. In the event of any controversy or claim arising out of or relating to this Agreement or breach thereof, the Parties shall try to settle those disputes amicably between the Parties. Should they fail to agree within thirty (30) days, the matter in dispute shall be submitted to international arbitration under ICC Rules. The arbitration will take place in London. The language used in the arbitration proceedings shall be English. The applicable law will be the law of Hong Kong. Without derogating from the foregoing, the Company is explicitly permitted to seek remedies for any infringement of intellectual property rights, in any jurisdiction and under any law.