ILOCX License Terms and Conditions
These License Terms, and any documents included by reference above, may be amended from time to time in accordance with the ILOCX Terms and Conditions and the parties will be notified by email or internal notification on the ILOCX platform, of such amendments. Entering into the License Agreement confirms acceptance of these License Terms, the ILOCX Terms and Conditions and any other rules and policies of the ILOCX.
Before you buy or sell an ILO license you must read these License Terms. If, after reading these License Terms, you feel you are not able to comply with your obligations under them, or you do not wish to be bound by them, then you should not proceed to buy or sell a license.
The following definitions shall apply in the License Agreement, these License Terms and the ILOCX Terms and Conditions, as well as any other rules of the ILOCX which may be available from time to time:
“Brand Name” means the Brand Name and associated Intellectual Property as laid out in the License Agreement.
“Buyback Price” means the price the Company will pay to each Buyer should they opt to buy back the license along with any agreed percentage of revenue that is obligated under the license agreement. This price is set 90 days before the end of the term and is calculated based on the previous 90-day average trading value of the ILO Units on the ILOCX Platform.
“Buyback Cash Reserve” means the amount of cash the Licensor may set aside up to 90 days before the end of the term in order to buy back the qualified ILO Units from the Licensees on the Conversion Date. This cash is divided pro rata based on the ILO Units in the Offering and in some cases the Company will be required to demonstrate this provision to ILOCX.
“Buyer” means the current license holder as determined by the live ILOCX Ledger and a party to the License Agreement.
“Commencement Date” means the date upon which this License is first purchased in the Company’s Initial License Offering on ILOCX.
“Company” means the Company offering the ILO Units for sale on the ILOCX and a party to the License Agreement.
“Conversion Date” means the date at the end of the Initial Term on which the Company will Rollover the Licence for an extended term or will buy back the ILO Unit from the Buyer. The Conversion Date will be no later than three years from the Commencement Date unless otherwise stated in the License Agreement.
“Conversion Route” means the route chosen by the Company to Rollover or Buyback the qualified ILO unit from the Buyer at the end of the agreed term.
“Extension Term” means the lengthened Term of the license which extends all rights and obligations under the License for the agreed Rollover period.
“Friends and Family” means a person or entity with a close connection to the Company who the Company deems eligible to take part in the Friends and Family round.
“Friends and Family Round” means the issuance of ILO units which takes place before the initial license offering at a price usually lower than the ILO initial price and offered only to Friends and Family.
“Gross Revenue” means all revenue the company receives, excluding revenues from ILO license sales and any government applied sales taxes.
“ILOCX” means the Initial License Offering Contract Trading Platform owned by ILOCX Ltd which can be found at ILOCX.com.
“ILOCX Ledger” means the live ledger held by ILOCX which records details of the current Buyer and the ILO Units they hold. ILO Units held by each Buyer are displayed in their Buyer account dashboard under My Licenses.
“ILOCX Trading Platform” means the platform on ILOCX.com where qualified ILO Units can be bought and sold. An ILO Initial Offering is usually admitted to the ILOCX Trading Platform after the first Royalty Payment has been made.
“ILO Units” or “ILO Licenses” means the individual Licenses pertaining to a Licensed Product that are encompassed in an Initial License Offering and granted in the Agreement. The ILO Units are identified and recorded in the ILOCX Ledger.
“ILO Unit Initial Price” means the price of the first issue of ILO Units. “ILO Unit Subsequent Price” means the price of any further issues of ILO Units until the allocation for the Initial License Offering is complete.
“ILO Unit Market Price” means the price of ILO Units available for purchase on the ILOCX Trading Platform.
“ILOCX Website” means www.ILOCX.com, and any other websites operated by ILOCX Ltd.
“Influencer” means a person with the ability to influence potential buyers of a product or service by promoting or recommending the items on social media.
“Influencer Allocation” means the allocation of ILO units set aside for Influencers to assist in promoting the companies message to assist in sales revenue.
“Initial License Offering” and “ILO” means the offering of a specified amount of ILO Units at a particular time. The Offering takes place on the ILOCX.
“Intellectual Property” means the copyright, design rights, trademarks and all other intellectual property rights capable of existing worldwide in the Designs, Licensed Product and in the Brand Name, whether such rights are registered or not.
“Initial Term” has the meaning given in Section 3.
“Licensed Product” means the product or service manufactured using the Designs, Brand Name and Intellectual Property as laid out in the License Agreement.
“Marketing Materials” means the materials related to the Licensed Product which are provided by the company and approved for distribution by the Buyer.
“Minimum Requirements” means the minimum distribution of the Marketing Materials which the Company requires the Buyer to make in order to qualify for Royalties. The Minimum Requirements are stated in the License Agreement.
“Notice” means a notice in writing served in accordance with the provisions of Section 28.
“Promotional Message” means the agreed message created and prepared by the Company from which the Buyer shall market and promote to their niche groups to aid the Company in gaining customers, followers and interest in their brand.
“Qualifying Distribution” means the Buyer has distributed the Marketing Materials and Promotional Message to their social and or business network via social media accounts and this has been verified by the Company. The Qualifying Distribution must take place before the end of the term or the license may be invalidated.
“Rollover” means the Company’s option to extend the Term of the License by giving notice to the ILOCX and the Buyer 90 days before the Conversion Date.
“Royalties” means the payments to be made to the Buyer by the Company under Section 5.
“Secondary Market” means the ILOCX Trading Platform.
“Special Conditions” are any variation or further detail regarding any Section in these License Terms which are outlined in the License Agreement under Details of the Licensed Product. Where there is a conflict between the general conditions of these License Terms and the Special Conditions in the License Agreement, the Special Conditions in the License Agreement shall apply.
“Term” means the fixed period lasting from the Commencement Date to the end of the Initial Term.
“Year” means the period of 12 months from the Commencement Date and each consecutive period of 12 months thereafter during the term of the Agreement.
In consideration of the obligations undertaken by the Buyer under the License Agreement the Company grants to the Buyer a non-exclusive license to use the Designs, Brand Name in accordance with the agreed and approved company message to market and promote.
The Company reserves the right to grant licenses of the Designs, Brand Name and Intellectual Property to other Buyers.
The Buyer shall pay to the Company the ILO Unit Initial Price In consideration of the rights granted by the Company.
Any subsequent issue of ILO Units in the Initial Licence Offering shall be made available from time to time during the term at the ILO Unit Subsequent Price as set by ILOCX based on the performance of the Initial ILO Units.
3. Term & Conversion Route
The Agreement shall be for an initial fixed period of three Years lasting from the Commencement Date until the Conversion Date (hereinafter known as the “Initial Term”) unless otherwise stated in the License Agreement.
90 days before the end of the term of the Agreement, the Company shall advise the Buyer of the Conversion Route if it was not stated in the Agreement.
If the Company chooses to Rollover the License Agreement, the Buyer has the option to sell their ILO License on the secondary market on the ILOCX Trading Platform.
If the Company has agreed to Buy Back the qualified ILO units in cash, 90 days before the end of the term of the Agreement, the Company may be required by ILOCX to put aside a Buyback Cash Reserve equal to the number of ILO Units in the Offering, multiplied by the 90 Day Trading Value on the ILOCX Trading Platform.
The Buyer shall be deemed to have qualified for royalty payments from the Company if the following conditions are met:
- The Buyer distributes the Promotional Message or Marketing Materials to its social and or business network and social media accounts to satisfy the Minimum Requirements stated in the License Agreement; and
- The Company verifies that the qualifying distribution has taken place.
Qualification is deemed to have taken place in the year in which the Buyer has submitted confirmation they have fulfilled the Minimum Requirements. Should qualification not take place in Year One, then the Buyer will not qualify for the Year One royalty payments under Section 5 hereunder. Should qualification take place in Year 2, the Buyer will begin to receive Royalty Payments for Year Two under Section 5 hereunder. This may vary from issuer to issuer and buyers must check any special conditions relating to specific ILOs.
At the end of each Year, under the License Agreement and these License Terms, Buyers are entitled to Royalty Payments on each ILO License if the qualification provisions of Section 4 are met by the Buyer.
The Royalty Payment due on each qualified ILO Unit is calculated by dividing the percentage of the Company’s Gross Revenues stated in the License Agreement by the amount of ILO Units in the Initial License Offering.
All issuing Companies provide a corporate resolution which confirms that the qualified Buyers are legally entitled to a percentage of the Company’s gross revenues as set out in the Licence Agreement.
The Company is obligated by law to pay the Royalties that are due to qualified Buyers under any License Agreement. The Company must provision for all Royalties as set out in these License Terms with a Buyback Cash Reserve and in some cases, the Company will be required to demonstrate this provision to ILOCX.
6. Payment Frequency and Accounting
Within 14 days of the end of each Year, the Company is required to publish annual Gross Revenue Reports to the ILOCX showing only the Gross Revenues received from the sale of the Licensed Products or services that are the subject of the ILO Licenses. Income derived from the sale of ILO Licenses should not be included in the Gross Revenue Reports and does not form part of the License Royalty.
The Gross Revenue Reports are the basis of the calculation of the annual Royalty Payments and are verified subsequently from the Financial Statements reported by the Company in their formal statutory filings.
The first Royalty Payment is made within 21 days of the end of Year 1, unless otherwise stated in the License Terms. Royalty Payments will be made by direct credit into the wallet of the Buyer.
If a Company misses a Royalty Payment, ILOCX will take steps to assist as outlined in the Company Terms and Conditions and the Buyer Terms and Conditions.
Neither ILOCX, nor any associated company guarantee any payments that are due from Companies to Buyers under any License Agreement. Companies are fully responsible for all payments due to Buyers.
7. Sale of ILO Unit on the ILOCX Trading Platform
An ILO Buyer can trade any ILO Licence they buy on the ILO Platform once trading has opened. If the Company still has unsold ILO Licenses in their Initial Licence Offering, these licenses will be sold prior to your order being considered for matching on the ILO Platform.
Once the Company has made a Royalty Payment, the ILO Units will open for trading on the ILOCX Trading Platform.
In the event of the sale on the ILOCX Trading Platform of any ILO Unit associated with this license on the ILOCX Live Ledger, all rights, benefits and obligations (including rights to Royalty Payments) under that License Agreement are then assigned to the new Buyer digitally on the ILOCX Platform and the ILOCX Live Ledger is updated. Following completion of the trade, the new Buyer will be a party to the License Agreement with the Company in place of the original Buyer and the new Buyer will be the owner of record on the ILOCX Live Ledger. Companies agree to be bound by any such assignment and to abide by all the License Terms under the License Agreement with the new Buyer. Licenses acquired on the secondary platform do not require re-qualification.
In the event that the Buyer sells all of the ILO Units held by them on the ILOCX Live Ledger under the Agreement, then the Agreement will be assigned.
If this license has been deemed qualified under Section 4 prior to sale on the ILOCX Trading Platform, it shall continue to be deemed qualified subsequent to that sale.
8. Duration and Termination
Termination for breach by Company:
The Buyer may immediately give Notice terminating the Agreement where:
- the Company fails to perform any of its obligations under the Agreement; or
- there is failure to pay any sum owing to the Buyer contained in the Agreement provided that thirty (30) days written notice of default shall have been given and provided, further that if within such thirty (30) day period the Company shall have taken all reasonable steps to cure or remedy such default, then the Company shall not be deemed to be in default for as long as such reasonable efforts continue.
- Termination shall not affect the rights and remedies of the Buyer in respect of the breach or antecedent breach by the Company of any of its obligations under the Agreement.
The termination of the Agreement, howsoever occasioned, shall be without prejudice to any rights or obligations which shall have accrued prior to such termination and shall not terminate or diminish the binding force or effect of any of the provisions of the Agreement which are expressly or by implication provided to come into force upon or continue in force after such termination, including all obligations to pay any monies owing at the time of termination and all provisions relating to confidentiality and non-competition.
9. Termination Consequences
Subject to the following paragraphs, on termination of the Agreement the Buyer shall cease promoting the marketing message and discontinue the use of and thereafter refrain from using any of the Company’s Designs and Intellectual Property and thereafter take no action that would make it appear to the public that Buyer is still authorised to use the Intellectual Property.
Company shall immediately pay any outstanding Royalties due under Section 5 to the Buyer plus (where applicable) a pro rata amount.
10. Rollover and Option to Extend
Upon expiration of the Initial Term of the Agreement, the Company must grant an additional term up to 3 years if the Buyback option is not offered to the Buyer.
11. Company’s Obligations as to Quality
The Company shall at all times ensure that the product, technology or service that is the subject of this agreement are of the highest quality possible.
12. Company’s Obligations as to Delivery
The Company shall at all times use its reasonable endeavours to fulfil any orders of the Licensed Product generated by the Buyer under the Agreement and provide customer service and aftercare of the highest quality possible, where such understanding and distribution agreement exists.
13. Buyer’s Obligations as to Marketing
The Buyer shall at all times use its reasonable endeavours to promote and sell the Licensed Product. The Company shall be responsible for setting any prices associated with the Licensed Product.
It is agreed by the Buyer that the Licensed Product will be sold only to recognised wholesale or retail firms or direct to the public.
14. Use and protection of Intellectual Property
The copyright material comprised in the Intellectual Property shall be protected as follows:
- every unit of the Licensed Product and all packaging, advertising and point of sale materials used in connection with the Licensed Product shall bear the copyright identification as laid out in the License Agreement; and
- no copyright material comprised in the Intellectual Property or Designs may be used in connection with the manufacture, distribution, or marketing of any goods other than the Licensed Product (or any other products produced pursuant to the Agreement) for which the use of such material is specified.
The Buyer shall not use any of the Intellectual Property as part of the Buyer’s name or the name of any entity associated with it without the prior written consent of the Company outside of the agreed marketing message provided by the company.
The Buyer shall not during the term of the Agreement or at any future time register or use any of the Intellectual Property in its own name as proprietor.
The Buyer recognises the Company’s title to the Intellectual Property and shall not claim any right title or interest in the Intellectual Property or any part of it, save as is granted by the Agreement.
The Buyer shall promptly call to the attention of the Company the use of any part of the Intellectual Property by any third party or any activity of any third party which might in the opinion of the Buyer amount to infringement or passing off.
The Buyer shall not except with the prior written consent of the Company make use of the name of the Company in any connection otherwise than is expressly permitted by the Agreement.
15. Conditions of Use
The Buyer agrees at all times and at its own expense (waiving all rights to compensation or remuneration therefore from the Company or Affiliated companies) to comply with the Company’s reasonable policies as made known from time to time to the Buyer regarding the Brand Name, Designs and Intellectual Property. The Company will deliver, from time to time, to the Buyer, updates of such policies.
The Buyer agrees to comply with all reasonable instructions issued by the Company relating to the form and manner in which the Company’s Intellectual Property shall be used and to discontinue immediately upon written notice from the Company any practice relating to the use of the Company’s Intellectual Property which in the Company’s opinion would or might adversely affect the rights or interests of the Company or any Affiliate of the Company; and
The Buyer shall at all times indemnify and save harmless the Company (including its directors, officers, agents and employees), of and from all losses and damages and all actions, claims, costs, demands, expenses, fines, liabilities and suits of any nature whatsoever for which the Company shall or may become liable, incur or suffer by reason of a breach, violation or non-performance by the Buyer of any covenant, term or provision of the Agreement or by reason of any wrongful act or omission, default or negligence on the part of the Buyer or any of its agents, contractors, employees, invitees or the Buyer’s.
The Buyer agrees not to contest the title of the Company (or any Affiliate company or any person from whom the Company obtained its rights to the Service) to any Trademarks, trade names, copyrights, patents or any other form of proprietary right in connection with the Service, not to effect any registrations thereof, and not to take any action to the detriment of their respective interests therein.
The Buyer undertakes that it shall keep (and it shall ensure that its respective directors and employees keep) secret and confidential all know-how relating to the manufacture of the Licensed Product and any information (whether or not technical) of a confidential nature communicated to it by the Company, either preparatory to, or as a result of, the Agreement, and shall not disclose the same or any part of the same to any person other than its directors or employees directly or indirectly concerned in the manufacture, use or sale of the Licensed Product, provided that before any such disclosure takes place, the Buyer shall ensure that each of the directors and employees concerned shall execute a confidentiality undertaking with the Company in a form approved by the Company, such approval not to be unreasonably withheld.
The provisions of the paragraph above shall not apply to such know-how and information as the Buyer:
- can prove to have been in its possession at the date of receipt, or which becomes public knowledge otherwise than through a breach of an obligation of confidentiality owed (whether directly or indirectly) to the Company; or
- is necessarily disclosed as a result of the marketing of, servicing or repair of the Licensed Product.
The Company shall equally be bound to keep the Buyer’s know-how confidential.
The provisions of this Section 15 shall remain in force notwithstanding expiry or earlier termination of the Agreement.
17. Action against Third Parties
The Company shall have the sole right to take action against third parties in respect of the Intellectual Property and if required to do so by the Company, the Buyer shall cooperate fully with the Company in any such action with the Buyer’s expenses incurred in doing so being borne by the Company.
If the Company fails to take any such action against third parties in relation to the Intellectual Property, the Buyer may serve Notice on the Company and on the expiry of 30 days after the service of such Notice the Buyer shall be entitled to prosecute such action itself and at its own expense provided that the Company has not served Notice within the 30 day period of its own intention to take action and provided that all damages recovered from third parties shall be the exclusive property of the Buyer.
The Company shall indemnify the Buyer against all actions, claims, costs, damages, losses and expenses arising out of the Buyer’s use of the Intellectual Property and Designs in accordance with the terms of the Agreement.
The parties shall indemnify, defend and hold harmless ILOCX and each of its subsidiaries, officers, directors and stockholders from and against and in respect of any and all Indemnifiable Losses resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any breach of any representation, warranty, covenant or agreement by the parties contained in this License Agreement, or any agreement, certificate or document executed and delivered by the parties pursuant hereto or in connection with any of the transactions contemplated by the Agreement.
The Company represents, warrants, undertakes and agrees with the Buyer as follows:
- the Company is the sole unencumbered absolute legal and beneficial owner of the Intellectual Property and all other rights associated with the Licensed Product; and
- the Company has not assigned or encumbered or licensed or transferred or otherwise disposed of any rights of copyright or any other rights in or to the Licensed Product except pursuant to the Agreement and has not entered into any agreement or arrangement which might conflict with the parties’ rights and obligations under the Agreement
19. Nature of Relationship
The relationship created by the Agreement is that of Buyer and Company, and not employer and employee, nor are the parties partners or joint venture partners.
The Buyer is not entitled to act as the Company’s agent, nor shall the Company be liable in respect of any representation, act or omission of the Buyer of whatever nature.
The Buyer may only assign or transfer the benefit of the Agreement to any third party by trading it on the ILOCX Trading Platform unless expressly agreed in writing by the Company.
The Company shall only assign or transfer the benefit of the Agreement or grant any sub-license, providing that the Company first obtains the prior written consent of the Buyer by completing the procedure on the ILOCX Trading Platform.
The parties agree to enter into all relevant agreements in order to exercise this option and transfer the Rights.
The Agreement may only be amended by a document in writing signed by a duly authorised signatory of each party.
22. Further Assurance
The parties shall execute all further documents as may be necessary or desirable to give full effect to the terms of the Agreement and to protect the rights of the parties under it.
23. Entire Agreement
The Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of the Agreement.
Each of the parties acknowledges and agrees that, in entering into the Agreement and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement as a warranty or representation. The only remedy available to it for breach of such warranties or representations shall be for breach of contract under the terms.
24. No Waiver
No waiver by either of the party’s obligations under the Agreement shall be deemed effective unless made in writing, nor shall any waiver in respect of any breach be deemed to constitute a waiver of or consent to any subsequent breach by either party of its obligations.
25. Dispute Resolution
In the event of a dispute in relation to the Agreement the parties shall first attempt to resolve such dispute through the negotiation and arbitration service provided by ILOCX Ltd.
Where negotiation or arbitration is unsuccessful, the parties agree to refer the matter to mediation.
Where a party desires to refer a dispute to mediation it shall serve Notice on the other party specifying its wish to go to mediation and the nature of the dispute. Within 14 days of such Notice the parties shall agree who will mediate the dispute and in the absence of agreement a mediator shall be appointed by the UK’s Centre for Effective Dispute Resolution. The parties shall equally bear the costs of mediation and their own legal fees.
The obligations under this sections shall not prevent either party seeking urgent interlocutory relief.
26. Governing Law & Jurisdiction
The Agreement shall be governed by the laws of England and Wales and the parties exclusively submit to the jurisdiction of the Courts of England and Wales.
In the event that any provision of the Agreement is declared by any judicial or other competent authority to be void, voidable or illegal, the remaining provisions shall continue to apply.
Any Notice to be served on either of the parties by the other shall be sent by pre-paid recorded delivery, registered post or by email to the correct address of either party and shall be deemed to have been received by the addressee within 7 days of posting or 24 hours if sent by email.