Customer Trademark Licence (“Licence”)

1. Definitions

1.1 In this Licence the capitalised terms used shall have the following meanings:

Content

information regarding Licensor and the Services

Customer

a customer that has entered into a contract with Perspectum to receive Services which includes reference to this Licence

Customer Contract

the agreement entered into by the Parties for Perspectum to perform the Services

Intellectual Property Rights

means copyright, rights in confidential information, know-how, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, domain names, business names, and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing.

Party and Parties

Perspectum and Customer are each a “Party” and together the “Parties”

Purpose

publicise the availability of the Services at the Customer’s facilities

Services

creation and delivery of LiverMultiScan and/or MRCP+ reports for use as a diagnostic aid

Trademarks

the trademarks shown at Schedule 1

2. Parties

2.1 These Licence terms apply exclusively to Customers (each a “Licensee”) and Perspectum Ltd with company registration number 08219471 and registered address Gemini One, John Smith Way, Oxford Business Park South, OX4 2LL, England (the “Licensor”).

2.2 No person, entity, body, organization, or other legal person or entity other the Licensee is granted rights by Licensor under this Licence.

3. Grant of Licence

3.1 Subject to the terms and the period described herein, the Licensor hereby grants to the Licensee a limited, non-exclusive, revocable, non-transferable, royalty free licence to use the Trademarks and/or Content for the Purpose.

3.2 Excluding where the Licensor has expressly agreed otherwise in writing to the Licensee, any use of the Trademarks and/or Content shall be subject to the terms of this Licence.

3.3 The Licensor shall not be obliged to maintain any trademark registration or application which in its absolute discretion does not justify the expense of maintenance.

3.4 The Licensee expressly acknowledges that the Licensor is the absolute owner of the Trademarks.

3.5 Except as expressly set out in this Licence or otherwise expressly agreed in writing by the Parties, no Intellectual Property Rights of either Party or otherwise are assigned or transferred.

4. Customer Obligations

4.1 The Licensee shall only use the Trademarks and Content in accordance with the terms of this Licence.

4.2 The Licensee shall:

4.2.1 provide to Licensor copies or samples of all materials and items which will incorporate the Trademarks and/or Content in advance of release to any and all third parties; and

4.2.2 obtain Licensor’s written approval to the use of the Trademarks and/or Content prior to their release to any and all third parties.

4.3 The Licensee agrees:

4.3.1 it will not take any action which would or might:

(i) invalidate or put in dispute Licensor’s title or rights to the Trademarks or Content;

(ii) oppose any application for registration of the Trademarks or Content, or invalidate any registration of the same in due course;

(iii) support an application to remove the Trademarks as a registered trademark nor will the Licensee assist any other person directly or indirectly in any of these acts;

(iv) impair, damage, or be detrimental to the reputation or goodwill associated with the Licensor or the Trademarks or Content;

(v) adversely affect the value of the Trademarks; or

(vi) jeopardise or invalidate any registration or application for the Trademarks.

4.3.2 it shall not register or make any application to register any trademark, design, or other registered right which incorporates any Trademark or Content, or anything confusingly similar to any Trademark or Content.

4.3.3 it shall promptly remove from circulation, delete, update, or amend any materials and/or items containing the Trademarks and/or Content upon the Licensor’s written request;

4.3.4 any goodwill generated by Licensor in the Trademarks and/or Content shall exclusively be the property of the Licensor; and

4.3.5 any and all actions relating to the Trademarks and/or Content (including any settlement or negotiations) shall be carried out and determined in the Licensor’s sole discretion.

4.4 The Licensee agrees, upon request, to execute any and all documentation necessary to vest such goodwill in the ownership of the Licensor or evidence such ownership.

4.5 The Licensee shall immediately inform the Licensor if it becomes aware of any infringement or potential infringement of any of the Trademarks or Content (including any activity or proceedings commenced in which the ownership, validity, or registration of the Trademarks or Content is called into question).

4.6 If any notice of infringement or other notification is received by the Licensee, or any action or claim is brought against the Licensee, alleging infringement of third-party rights in connection with the Trademarks or Content, the Licensee shall:

4.6.1 promptly provide full details to the Licensor;

4.6.2 at the Licensor’s request allow the Licensor complete control over any such proceedings or settlement; and

4.6.3 provide all information and assistance as reasonably requested by the Licensor.

4.7 Subject to clause 4.8, if any demand, claim, or proceedings is brought against the Licensee alleging that the exercise of the Licensee of the license granted to it by this Licence in relation to the Trademarks, in the manner and for the Purpose contemplated by this Licence and in accordance with its terms, infringes any Intellectual Property Rights belonging to a third party, the Licensor shall indemnify the Licensee against all losses, damages, liabilities, costs (including reasonable legal fees) and expenses reasonably incurred by the Licensee as a result of such demands, claims, or proceedings.

4.8 The Licensor shall have no obligation or liability (and any indemnity granted by the Licensor under this Licence shall not be applicable) where the infringement or alleged infringement:

(a) arises out of the use of dealing with the Trademarks or Content by the Licensee in a manner outside the scope of the terms of this License;

(b) arises as a result of any other breach of this Licence by the Licensee.

4.9 Nothing in this Licence shall be construed as a representation, warranty, or promise by the Licensor:

(a) as to the utility, validity, subsistence, or enforceability of any of the Trademarks or Content; or

(b) that the exercise of the rights granted to the Licensee under this Licence will not infringe the Intellectual Property Rights of any third party.

4.10 The Licensee shall indemnify the Licensor from and against any losses, damages, liability, costs (including legal fees) and expenses reasonably incurred by the Licensor as a result of or in connection with any action, demand, or claim in connection with the Licensee’s breach of this Licence.

5. Liability

5.1 The extent of the Parties’ liability under or in connection with this Licence (regardless of whether such liability arises in tort, contract, or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 5.

5.2 Subject to clause 5.4, the Licensor shall have no liability for consequential, indirect, or special losses; or any of the following (whether direct or indirect): loss of profit, loss of anticipated profit, loss of revenue, loss of business, loss of opportunity, harm to reputation or loss of goodwill.

5.3 Except as expressly stated in this Licence all warranties and conditions whether express or implied by statute, common law, or otherwise are excluded to the extent permitted by law.

5.4 Notwithstanding any other provision of this Licence, the liability of the Parties shall not be limited in any way in respect of any losses which cannot be excluded or limited by applicable law.

6. Term

6.1 This Licence shall commence at the start date of the Customer Contract and shall continue in full force and effect until the termination or expiration of the Customer Contract or termination of this Licence by the Licensor in accordance with clause 6.2.

6.2 Licensor may terminate this Licence at any time for any reason with immediate effect by giving the Licensee written notice in accordance with the Customer Contract.

6.3 In the event of termination of this Licensor shall promptly (a) discontinue use of the Trademarks and Content; and (b) remove them from all existing locations and materials in which the Trademarks and Content features which can be edited, amended or deleted.

7. Entire Agreement

7.1 The Parties agree that this Licence (including the Schedule) and the Customer Contract constitute the entire agreement between them and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

7.2 Each Party acknowledges that it has not entered into this Licence in reliance on and shall have no remedies in respect of, any remedies in respect of, any representation or warranty that is not expressly set out in this Licence.

7.3 Notices under this Licence shall be in writing and sent in accordance with the Customer Contract.

8. Further Assurance

8.1 Each Party Licensee shall at the request of the other, and at the cost of the requesting Party, do all acts and execute all documents which are necessary to give full effect to this Licence.

9. Variation

9.1 The Licensor may update these terms from time to time by uploading new versions to its website which replace or amend the earlier terms or by providing the Licensee directly with updated terms, it is the responsibility of the Licensee to visit the Licensor’s website from time to time to review any updates. All other amendments must be duly signed or executed by, or on behalf of, each Party.

10. Governing Law

10.1 This Licence and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

11. Jurisdiction

11.1 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Licence, its subject matter or formation (including non-contractual disputes or claims).

Schedule 1

The Trademarks which are subject to this Licence include:   

EUTM Registration No. 012679411

US Trademark Registration No. 4691052

in classes 9, 42 and 44

EUTM Registration No. 012681921

US Trademark Registration No. 4691053

WIPO Registration No.1450772 (designating Australia, NZ and Singapore)

Hong Kong Registration No.304676743

in classes 9, 42 and 44

UK Trademark Registration No. 3315449

WIPO Registration No. 1449673  (designating Australia, NZ and Singapore)

Hong Kong Registration No.304676734

in classes 9, 42 and 44

PERSPECTUM

UK Trademark Registration No. 3352069

UK Trademark Registration No 3390385

LIVERMULTISCAN

in classes 9, 10, 42 and 44

UK Trademark Registration No. 3375764

US Trademark Registration No. 5981056

In classes 9, 10, 42 and 44

cT1

UK Trademark Registration No 3391362

In classes 9, 10, 42 and 44

UK Trademark Registration No. 3425480

ATLAS

In classes 9, 42 and 44

UK Trademark Registration No. 3482979

HEPATICA

In classes 9, 10, 42 and 44