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Interpretation


Definitions:

In this Agreement unless the context otherwise requires;

“Address” means the Licensor’s Address or the Company’s Address, as applicable;

"Agreement" means the Application together with these terms and conditions;

“Affiliate” means, with respect to a party, any person, partnership, corporation, limited liability company or other entity which directly or indirectly controls, is controlled by, or is under common control with, such party;

"Application" means the completed application form submitted by the Company to the Licensor for a license to use the Seal on the Site subject to the terms and conditions of this Agreement;

"Company" means a company, partnership or other business entity who has been granted the right by the Licensor to use the Seal;

“Company’s Address” means the Company’s address, telecopy number and email address as set out in the Application;

"Directory" means a set of electronic data maintained by the Licensor at the Licensor’s ChamberTrust Seal (c) ChamberTrust web site at chambertrust.worldchambers.com and/or www.chambertrust.com containing information on the Company;

"Fee" means the annual or other periodic fee (exclusive of any value added (VAT) or goods and services (GST) payable thereon) established from time to time by the Licensor and advised in advance to the Company for the right to use the Seal under the terms of this Agreement;

"Force Majeure" means, in relation to either party, any circumstances beyond the reasonable control of the party (including, without limitation, any strike, lock-out or form of industrial action);

"Intellectual Property" means all copyrights, patents, designs, trademarks or other industrial or intellectual property rights (whether registrable or not) subsisting anywhere in the world and any applications for any of the foregoing;

"Issue Date" means the date The Licensor and the Local Chamber accept the Company’s Application in writing;

“Jurisdiction” means Paris, France and/or British Columbia, Canada as per choice of the ChamberTrust operating group;

“Licensor” means ChamberTrust Management N.A. Inc. (incorporated in British Columbia, Canada, with Incorporation No. 651173) as administrators and issuers of the ChamberTrust Seal for North America and China, Hong Kong, Taiwan. ; check with the World Chambers Network (Paris, France) for other licensors.

“Licensor’s Address” means the ChamberTrust operating group also referred to as 'ChamberTrust Management International Inc.'

“Local Chamber” means the chamber of commerce or board of trade (or other credible party acceptable to the WCN and the Licensor), who has entered into an agreement with the Licensor in relation to ChamberTrust Seal (c) ChamberTrust, in the community in which the Company carries on its business and to which the Application has been submitted for verification;

"Mark" means the Licensor’s trademark "ChamberTrust Seal (c) ChamberTrust";

"Restricted Information" means any information which is disclosed in writing by either party to the other pursuant to or in connection with this Agreement including but not limited to: (i) the Application form; (ii) proof of identity documentation; and (iii) information collected by the Licensor or the Local Chamber or its respective agents as part of the verification process;

"Seal" means the Software which produces a digital animation of the Mark on the Site together with the compilation of specific information on the Company which has been prepared and verified by the Licensor and is published by the Licensor in the Directory;

"Site" means the Company’s web-site on the World Wide Web as specified in the Application;

"Software" means the software creating the digital animation of the Mark on the ChamberTrust Seal (c) ChamberTrust Site, whether delivered by the Licensor to the Company electronically over the internet, on diskette, or otherwise, and all rights thereto;

“ChamberTrust Management NA” means a company incorporated under the laws of the Province of British Columbia, Canada on or about June 2002

“ChamberTrust Seal (c) ChamberTrust” means the global, chamber of commerce based, business validation seal developed by or on behalf of the WCN and licensed to the Licensor; such seal being based on information (such as the corporate existence and status of the Company, its principal activities and products and ownership) as provided by the Company and validated by the Local Chamber;

“WCN” means the World Chambers Network, a consortium based in Paris, France and comprised of the International Chamber of Commerce, the EuroChambres (based in Brussels), the G77 Chambers Trade Information Network (UN related and based in New York) and the Paris Chamber of Commerce and Industry, among others;

"Year" means each period of twelve calendar months commencing on the Issue Date or any anniversary of the Issue Date. 

1.2 Construction:
















Save as otherwise provided herein, references to clauses and Schedules are to those contained in this Agreement.



The Schedules form an integral part of this Agreement and reference to this Agreement includes reference thereto.



Headings are inserted for convenience only and do not affect the construction of this Agreeme






Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine, and words importing persons include corporations.



Reference in this Agreement to writing or similar expressions includes; where the context so admits; transmission by email, fax or comparable means of communication.




Grant of Rights





2.1



In consideration of the payment of the Fee, and subject to validation by authorized parties of the Licensor grants to the Company, on the terms set out in this Agreement, a non-exclusive non-transferable license to use the Seal on the Site in the manner provided for under this Agreement and solely for the purpose of validating its business, as contemplated by the terms of this Agreement, to facilitate the purchase or sale of goods and services through the medium of the internet. The licence is personal to the Company and the grant does not include any right to grant sub-licences.




2.2



On the Issue Date the Licensor shall either install the Software on the ChamberTrust Seal (c) ChamberTrust Site designated for North America, China, Hong Kong and Taiwan. Risk in the media on which the Software is subject to "Force Majeure" clauses listed above. The Company which has successfully received a ChamberTrust Seal (c) ChamberTrust seal can make reference to it on its own web sites, though the only official location of a company's ChamberTrust Seal (c) ChamberTrust seal is on the licensor's designated ChamberTrust Seal (c) ChamberTrust system. Use of the ChamberTrust Seal (c) ChamberTrust seal other than as specified shall only be permitted by the Licensor's prior written consent. If the Company sells any of the equipment referred to it will ensure that all copies of the ChamberTrust Seal (c) ChamberTrust seal have been previously deleted. A Company shall not modify or remove any copyright or propriety notices on the Software and shall reproduce such notices on any copies of the Software or part thereof it may make in the form in which they appear on the original.




2.3


The Seal shall only appear in the form provided on the Software by the Licensor. The Company shall not decompile, reverse engineer, disassemble or otherwise reduce any part of the Software to human readable form nor permit any third party to do so. Save as otherwise provided, the Company shall not, and not permit any third party, to copy, make error corrections to or to otherwise modify or otherwise adapt the Software nor create derivative works based upon the Software.




2.4



If within thirty (30) days of the Issue Date, the Company is not completely satisfied with the Seal it may request the Licensor to terminate this Agreement with immediate effect. The provisions of Clause 10 shall apply and the Licensor shall refund the full amount of the Fee paid by the Company.




2.5




In consideration of the grant referred to above the Company authorizes the Licensor to publish the serial number of the Seal and any other information on the Company in the Directory and in such other relevant and appropriate registries, lists and documents as the Licensor may deem necessary and appropriate. 


3



Use of the ChamberTrust / ChamberTrust Seal





3.1






All use of the Seal by the Company shall be for the benefit of the Licensor and the goodwill accrued to the Company arising from its use of the Seal (but no greater or other goodwill) shall accrue to and be held in trust by the Company for the Licensor, which goodwill the Company agrees to assign to the Licensor at its request at any time whether during or after the term of this Agreement.




3.2



The Company shall only use the Seal in the form provided on the Software and shall observe all directions given by the Licensor as to colors and size of the representations of the Seal and their manner and disposition on the Site.




3.3


Where the Seal is, in the Licensor's opinion, being used in a manner which does not comply with the Terms of this Agreement the Seal shall, on notice being given by the Licensor, be forthwith withdrawn from use on the Site and shall not thereafter be supplied by the Company and the Seal shall be corrected or removed from the Site.




3.4


The use of the Seal by the Company shall at all times be in keeping with and seek to maintain its distinctiveness and reputation as determined by the Licensor, and the Company shall immediately cease any use not consistent therewith as the Licensor may in its sole and absolute discretion require. The only location deemed 'official' of a company's ChamberTrust Seal (c) ChamberTrust seal is at the licensor's location




3.5


The Company shall not use any mark or name confusingly similar to the Mark or Seal and shall not use the Mark or the Seal in relation to any goods or services other than as permitted by this Agreement.




3.6


Save as expressly permitted under this Agreement the Company shall not use the Mark or Seal as part of any corporate business or trading name or style of the Company, without the consent in writing of the Licensor.

4 4
Ownership of the Mark and Software 




4.1


The Company undertakes not to do or permit to be done any act which would or might jeopardize or invalidate any application registration by the Licensor of the Mark nor to do any act which might assist or give rise to an application to remove (in whole or in part) the Mark from the register or which might prejudice the right or title of the Licensor to the Mark.




4.2


The Company shall on request give to the Licensor or its authorized representative any information as to its use of the Mark which the Licensor may require and shall render any assistance reasonably required by the Licensor in maintaining the registrations of the Mark or in prosecuting any application therefore.




4.3


4.3. The Company shall not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of the Mark except under the terms of this Agreement, and acknowledges that nothing contained in this Agreement shall give the Company any right, title or interest in or to the Mark save as granted hereby.




4.4


All Intellectual Property Rights in the Mark, Software and Seal belong to the WCN and are held by the Licensor pursuant to rights granted therein to the Licensor by the WCN.




4.5


From the Issue Date the Licensor will have no further obligation to monitor or investigate the accuracy or authenticity of the information contained in the Directory;

5



Warranties and Undertaking

The Company hereby warrants and represents that:




5.1


it is the legal and rightful owner of all domain names, company names, trade names, trade marks, service marks, and any other Intellectual Property Rights contained in the Application and/or specified in the Directory;




5.2


the information submitted in the Application is true and accurate in all respects; and




5.3


the Company undertakes to immediately notify the Licensor of any material fact which affects the information contained in the Directory. Without limiting the foregoing, the Company shall forthwith advise the Local Chamber and the Licensor of any material change to any of the information provided to the Licensor and the Local Chamber, whether contained in the Application, in any subsequent advice of changed information or pursuant to any follow-up requests for information as requested by the Licensor or the Local Chamber, or otherwise.


6



Limitation of Liability & Indemnification





6.1


To the extent that any such limitation is mandated under the laws of the Jurisdiction, nothing in this Agreement shall exclude or limit the Licensor's liability for death or personal injury caused by the negligence of the Licensor.




6.2


Without prejudice to clause 6.1, the liability of any of the Licensor, the WCN or the Local Chamber arising out of or in connection with this Agreement or any collateral contract, whether in contract, tort or otherwise, shall in no circumstances exceed the Fee payable by the Company under this Agreement.




6.3 


Without limiting clause 6.2, none of the Licensor, the WCN and the Local Chamber shall be liable under this Agreement or any collateral contract, or in tort or otherwise, for any direct or indirect loss, loss of revenue, profits, goodwill, opportunities, loss or corruption of data or loss of profits, consequential loss, or for loss of profits on contracts howsoever caused, whether by negligence or otherwise, and whether or not the Licensor, the WCN or the Local Chamber, as the case may be, has been advised of the possibility of such loss or damage.



6.4


The Company is obliged to take all reasonable steps to prevent the misrepresentation or unauthorized use of the Seal. None of the Licensor, the WCN and the Local Chamber will have any liability for any loss or damage caused as a result of such failure on the part of the Company. Where a Company suspects that there has been unauthorized use of the Seal it has an absolute obligation to immediately request the Licensor to terminate this Agreement. Without in any way limiting the provisions of this clause or clauses 6.2 and 6.3, where the Licensor is not informed of such unauthorized use it shall have no liability for any loss or damage of any nature whatsoever.




6.5


The Licensor does not make any warranty in respect of the Software used to generate a company's ChamberTrust Seal (c) ChamberTrust seal, or the ChamberTrust Seal (c) ChamberTrust seal itself. The Licensor is not liable for any loss of any nature whatsoever arising from a failure in the operation, performance or non-performance of the Software, other software, hardware or equipment used to provide the services specified in this Agreement and the Licensor does not warrant or accept any liability for the performance or non-performance of any software, hardware or equipment which it may offer for sale in association with or as part of the services specified in this Agreement




6.6


THE EXPRESS TERMS OF THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, UNDERTAKINGS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY THE LAW OF THE JURISDICTION. THE CONTRACTUAL RIGHTS (IF ANY) WHICH THE COMPANY ENJOYS BY VIRTUE OF THE SALE OF GOODS ACT (IF ANY, AND ANY LIKE LEGISLATION APPLICABLE TO THE SALE OF GOODS AND PROVISIONNOF SERVICES, AND INCLUDING ANY AMENDMENTS THERETO) APPLICABLE IN THE JURISDICTION ARE IN NO WAY PREJUDICED BY ANYTHING CONTAINED IN THIS AGREEMENT SAVE TO THE FULLEST EXTENT PERMITTED BY THE LAW OF THE JURISDICTION.




6.7


The Licensor is publishing the information on the Company in the Directory for information purposes only, however, the Company shall nevertheless indemnify each of the Licensor, the WCN and the Local Chamber, and its respective agents and contractors from and against all claims, liabilities, proceedings, costs, damages, losses or expenses incurred by the Licensor, the WCN or the Local Chamber caused by, or in any way connected with: (i) errors or inaccuracies in the information compiled on the Company where that information was supplied by the Company on the Application or otherwise; (ii) breach of this Agreement; or (iii) any other negligent or wrongful act of the Company except to the extent that any such damage, loss, liability or expense arises from the Licensor's fundamental breach of this Agreement, gross negligence or willful misconduct.

7



Infringements




7.1


The Company shall as soon as it becomes aware thereof give the Licensor in writing full particulars of any use or proposed use by any other person, firm or company of a trade name, trade mark, service mark or get-up of goods or mode of promotion or advertising which amounts or might amount either to infringement of the Licensor's rights in relation to the Mark or to the Software to passing-off or otherwise in respect of the Licensor's Intellectual Property Rights.




7.2



If the Company becomes aware that any other person, firm or company alleges that the Seal or Mark is invalid or that use of the Seal or Mark infringes, or might infringe, any rights of another party or that the Seal or Mark is otherwise attacked, the Company shall immediately give the Licensor full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.




7.3


Without prejudice to the right of the Company or any third party to challenge the validity of any Intellectual Property of The Licensor, the Company shall not do or authorize any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property rights of The Licensor and shall not permit or authorize any third party to omit to do any act which, by its omission, would have that effect or character.

8



Confidentiality





8.1


Except as provided by clauses 8.2 and 8.3, both parties shall at all times during the continuance of this Agreement and after its termination:




8.1.1


use its best endeavors to keep all Restricted Information confidential and accordingly not to disclose any Restricted Information to any other person; and




8.1.2


not to use any Restricted Information for any purpose other than for the performance of either parties' obligations under this Agreement.




8.2


Any Restricted Information may be disclosed by either party to:







8.2.1


any governmental or other authority or regulatory body; or







8.2.2


any employees of the Company or of any of the aforementioned persons; or







8.2.3


the professional advisors and financiers of such party







to such extent only as is necessary for the purposes contemplated by this Agreement or as is required by law and subject in each case to the Company using its best endeavors to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made;






8.3


Any Restricted Information may be used by either party for any purpose, or disclosed by either party to any other person, to the extent only that:







8.3.1


it is at the date hereof, or hereafter becomes, public knowledge through no fault of the disclosing party (provided that in doing so the disclosing party shall not disclose any Restricted Information which is not public knowledge); or







8.3.2


can be shown by the disclosing party, to the reasonable satisfaction of the other party, to have been known to it prior to it being disclosed under this Agreement.

9



Duration and Termination





9.1


Term of Agreement: This Agreement shall be deemed to come into force on the Issue Date and, subject as provided in clause 9.2, will continue in force for a period of 12 months from that date.




9.2


The Licensor’s rights to terminate:The Licensor will be entitled to immediately terminate this Agreement by giving not less than seven (7) days' written notice to the Company if:







9.2.1


the Company at any time challenges the validity of any Intellectual Property rights of the Licensor;







9.2.2


the Company commits a breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within seven (7) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied PROVIDED THAT the said breach has not been caused by fraud, willful misconduct, misrepresentation or the submission of false or misleading information on the part of the Company, in which case the Licensor will have the right to immediately terminate for breach without such notice;







9.2.3


an encumbrancer takes possession, a receiver is appointed over any of the property or assets of the Company or an examiner is appointed in respect of it;







9.2.4


the Company makes any voluntary arrangement with its creditors or becomes subject to an administration order;







9.2.5


the Company goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the Company resulting therefrom effectively agrees to be bound by or assumes the obligations imposed on the Company under this Agreement);







9.2.6


anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Company; or the company, when asked by mail to re-validate the company info every three to six months, does not respond or knowingly leaves its ChamberTrust Seal (c) ChamberTrust information without modifications which it should have made. If it does not do it in ascertain time span after receiving the mail, normally the seal is suppressed. 







9.2.7


the Company ceases, or threatens to cease to carry on business;







9.2.8


The Licensor has reasonable grounds for believing that a material fact specified in the Application or Directory is false;







9.2.9


The Licensor has reasonable grounds for believing that the conduct of the business affairs of the Company is inconsistent with the integrity and good standing of The Licensor, as The Licensor may in its absolute discretion determine;







9.2.10


the Company informs the Licensor that a material fact in the Directory has altered;







9.2.11


the Licensor is instructed to do so by a court of law; or







9.2.12


the Company is involved in the creation or transmission of any materials that contain, or the Site contains, within the absolute discretion of the Licensor (which discretion the Licensor may exercise unreasonably) harmful or illegal content or statements which are libelous, defamatory, obscene, pornographic, abusive, bigoted, hateful, racially offensive, incite to hatred, advocate or discuss illegal activity with intent to commit such activity or otherwise violate any law of any jurisdiction




9.3



Company’s rights to terminate:

The Company will be entitled to terminate this Agreement by seven (7) days written notice to The Licensor if The Licensor commits any breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within seven (7) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied




9.4


For the purposes of clauses 9.2 and 9.3, a breach will be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).




9.5


The rights to terminate this Agreement given by this clause 9 will be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

10



Consequences of Termination


Upon the termination of this Agreement for any reason:-




10.1


the Company shall immediately cease to make any use of the Seal and shall delete and destroy any copies of the Software from its computer equipment;




10.2


the information published by The Licensor on the Company in the Directory will be removed by The Licensor and a notice inserted that Company is not entitled to use the Seal;




10.3


Notwithstanding the termination of this Agreement, the provisions of clauses 6 and 8 and this clause 10 will survive such termination and will continue in full force and effect in accordance with their respective terms;




10.4


the Company will have no claim against The Licensor for compensation or for loss of goodwill or any similar loss; and




10.5


except as otherwise provided herein and subject to any rights or obligations which have accrued prior to termination, neither party will have any further obligation to the other under this Agreement.

11



Miscellaneous





11.1


The Licensor’s Group: The Licensor will be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement through any other company which at the relevant time is its Affiliate, and any act or omission of any such Affiliate shall for the purposes of this Agreement be deemed to be the act or omission of the Licensor.




11.2


Assignment: The Licensor is, entitled to assign, transfer or sub-contract the benefit of this Agreement or any part thereof to any Affiliate of the Licensor or to any other body corporate. The Company is not entitled to so assign or otherwise transfer the benefit of this Agreement or any part thereof.




11.3


Whole Agreement: This Agreement (including the documents and instruments referred to herein) supersedes all prior representations, arrangements, understandings and agreements between the parties hereto relating to the subject-matter hereof, and sets forth the entire, complete and exclusive agreement and understanding between the parties relating to the subject-matter hereof. No party has relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to in this Agreement.




11.4


Severability: All the terms and provisions of this Agreement are distinct and severable, and if any term or provision is held unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority it shall to that extent be deemed not to form part of this Agreement, and the enforceability, legality and validity of the remainder of this Agreement will not be affected; provided that, in any case where as a result of the operation of this clause the rights or obligations of a party are materially altered to the detriment of that party, that party may terminate this Agreement within 30 days from the date of the relevant decision of the relevant court, regulatory authority or other competent authority.




11.5


Variation: The Licensor reserves the right to supplement, amend, vary or modify this Agreement in any manner by giving the Company seven (7) days notice in writing of such changes. At the expiration of the said seven (7) days any use by the Company of the Seal shall be governed by the amended Agreement. If the Company does not accept the Licensor's amendments this Agreement shall automatically terminate and the provisions of Clause 10 will apply.




11.6


Forbearance and Waiver: No waiver by a party in respect of any breach will operate as a waiver in respect of any subsequent breach. No failure or delay by a party in exercising any right or remedy will operate as a waiver thereof, nor will any single or partial exercise or waiver of any right or remedy prejudice its further exercise or the exercise of any other right or remedy.




11.7


Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all such counterparts together shall constitute one and the same legal document. In addition, upon the Company signing and delivering the Application and the Licensor accepting the Application and delivering the Software to the Company (as set out in clause 2.2 of this Agreement) each of the Company and the Licensor shall be deemed to have executed this Agreement as if each had fully and completely executed and delivered a counterpart of this Agreement.


11.8
Notices: Any notice or other communication given or made under this Agreement shall be in writing and may be delivered to the relevant party or sent by pre-paid post, email or fax to the Address of that party or to such other Address as may be notified hereunder by that party from time to time for this purpose and will be effective notwithstanding any change of Address not so notified. Unless the contrary is proved, each such notice or communication will be deemed to have been given or made and delivered, if by post 48 hours after posting, if by delivery when left at the relevant street or postal address or, if by fax or email upon transmission, subject, in the case of a telecopy, to the correct code or fax number being received on the transmission report or, in the case of an email, no non-delivery notice having been received.


11.9
Governing Law: This Agreement and all relationships created hereby will in all respects be governed by and construed in accordance with the law of the Jurisdiction.


11.10
Jurisdiction: It is irrevocably agreed that the courts of the Jurisdiction are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement or its performance and accordingly that any suit, action or proceedings so arising shall be brought in such courts


11.11
Publication: A copy of this Agreement is available; (i) in electronic form at the ChamberTrust Seal (c) ChamberTrust website of the Licensor at http:\\www.world-ecommerce.com; or (ii) in paper form available on request from the Licensor at the Licensor’s Address.


11.12
Successors & Assigns: The rights and obligations of both parties shall be binding on their respective successors and assigns.
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