Welcome to Dolicense (“the Platform”), which powers users in brand licensing. The Platform is owned and operated by DATA C OÜ (Registration number 16589957), with its registered office at Harju maakond, Tallinn, Lasnamäe linnaosa, Sepapaja tn 6, 15551 (“DATA C OÜ” or “Dolicense” or “we” or “us”).
The Platform is a business-to-business (B2B) platform intended to facilitate the licensing of brands (“Products”) between different industry entities (“Purpose”). The Content is represented on the Platform as a “Brand or Product Listing”. Each Listing is accompanied by “Brand Listing Information” which includes:
Dolicense operates the Platform in the spirit of openness, convenience and fairness. In accordance with this spirit, Dolicense exerts all reasonable efforts to ensure the protection of copyright within the Platform and the confidentiality of all non-publicly available information provided by Registered Users inside the Platform.
The Platform respects the spirit of creativity underlying all Content. However, it is necessary for these policies to apply:
Definition: The Platform is intended only for bona fide businesses with a bona fide intention to transact commercial brand licensing business consistent with the purpose in the Dolicense Platform. These entities must register within the Dolicense Platform by providing and verifying the details required during the registration process, whereupon they will become “Registered Users”. Dolicense has absolute discretion as to the admission of Registered Users, and may refuse to allow the registration of an applicant for any reason.
Registered Users may be:
For clarity, a Registered User may participate on the Platform as an Agency or a Licensee, a Licensor or, in certain circumstances, as both Licensee and a Licensor.
Identity of Registered Users: Registered Users are also referred to in these Provisions as “You” and “Yourself”. These words refer both to yourself as an individual and to the organisation that you represent, and to both Licensor and Licensee, as applicable. All individuals participating in the Platform warrant that they have the authority to bind the organisation they represent.
Use of names: When registering, you must use the name by which you as an individual are ordinarily known and the registered name of your organisation, and provide a valid and functioning business email address. You may not use someone else's name, a generic name, or a name that violates any third party right.
Binding Agreement: These transactional provisions (“Provisions”) form part of a binding contract (“Agreement”) between yourself and Dolicense as to all activity you undertake in the Platform. Please read them carefully. If you do not agree with any part of the Provisions, please end your session in and do not proceed further.
Other terms: These Provisions apply to all users of the Platform. By agreeing to the Provisions, you acknowledge that you have read and accepted Dolicense’s privacy and cookie policies located on the Platform as amended or updated by Dolicense or DATA C OÜ, from time to time (“Privacy Policy” & “Cookie Policy”). Each of these documents forms part of this Agreement.
Updates: Dolicense may periodically update the Provisions, the Privacy Policy and/or Cookie Policy. By continuing to use and access the Platform after the published date of any such update, you specifically agree to be bound by the terms of the varied Agreement.
Term and Termination: This Agreement begins on the date you become a Registered User of the Platform and continues as long as you have a registered and active account within the Platform.
Termination by Dolicense: Dolicense may suspend, disable, or delete your account (or any part thereof) or block or remove anything you have submitted if Dolicense determines that you have violated any provision of this Agreement or that your conduct may damage the reputation and goodwill of Dolicense or any other Registered User, or on any reasonable commercial basis. If Dolicense deletes your account for the foregoing reasons, you may not become a Registered User of the Platform again without Dolicense’s specific approval.
Termination by You: You may terminate your account at any time by sending a notice of cancellation to support@dolicense.com. Upon cancellation of your account, Dolicense will, within 14 business days, disable your account and permanently render unavailable your Listing Information, Avails and/or Brand Content.
General: This is the approach Dolicense takes to activity within the Platform:
Transactions: A “Transaction” occurs between Licensee and Licensor or an Agency when a Licensee and a Licensor or Agency agree on the commercial terms for the licensing of a Brand. Dolicense is not a party to this Transaction. Licensees and Licensors should:
Commission: Dolicense’s right to Commission in respect of services offered by a Licensor arises when the Licensee interacts with the Content’s Listing Information and subsequently enters into a Transaction with that Licensor, within six months, for that piece of Brand Content. For the avoidance of doubt, Dolicense’s right to Commission under this clause 16 shall apply regardless of whether the Licensee enters into the Transaction with the Licensor on Platform or off Platform.
Platform Usage Charges/Commission Amount: The Platform Usage Charges/Commission will be 10% of the gross price of the Transaction, calculated on all consideration paid for the Transaction, including, (if applicable) the fair value of any non-cash consideration (such as barter arrangements, sponsorships or payments-in-kind) agreed between the Licensee and the Licensor.
Payment of Platform Usage Charges/Commission: The Platform Usage Charges/Commission will be paid by the Licensor to Dolicense within 30 days of an invoice for this being generated by Dolicense. It will be paid to Dolicense in United States Dollars, calculated as at the date the Transaction is made, using the exchange rates provided by Esti Pank, Estonia (https://www.eestipank.ee/en)
Late payment of Usage Charges/Commission: Commission payments not received by the due date may attract interest charges, and ongoing delinquency may result in the discontinuance, suspension, or termination of your account within the Platform.
Non-circumvention: The Platform is designed to facilitate commercial transactions amongst Registered Users in respect of the Purpose, and Dolicense is entitled to be paid the Commission in return for its work in facilitating these transactions.
The Platform is not a platform to conduct research. You agree not to circumvent or manipulate the fee structure, the billing process, or the Commission owed, or otherwise circumvent the obligation to pay Commission to Dolicense. As stated in clause 16 above, the Commission is payable to Dolicense even if the Transaction is completed off the Platform. Where you are in breach of the provisions of this clause, you will still be liable to Dolicense for amounts that would have been payable to Dolicense had you not been in breach.
Account Security: You are responsible for all activity in the Platform that occurs within your account. You must keep your access credentials confidential at all times and must not allow any individual from outside your organisation to access or use your account. If you become aware of an unauthorized access to your account, you must change the password and notify us immediately via support@dolicense.com.
License: Dolicense grants all Registered Users a limited, non-exclusive license to access and use the Platform for activities that relate to the Purpose.
Warranties applicable to all Registered Users: You warrant that:
The Registered User shall not (and shall not permit any of its affiliates or advisers, agents, employees, officers or other representatives or any third parties whatsoever to) use and access the Platform to:
Third Party Copyrights and Other Rights: Dolicense respects the intellectual property rights of all Registered Users. If you believe that your copyright has been infringed, please inform us as soon as possible through support@dolicense.com. If Dolicense reasonably believes that copyright may be subject to a valid infringement claim within the Platform, it will have the right to take down the material in question and to notify the parties in question.
No assignment of rights: You agree that the rights granted to you under this Agreement by Dolicense are personal to you and may not be assigned or transferred by you to any other party without the specific consent of Dolicense. All rights not expressly granted by Dolicense are reserved.
Obligation to provide Listing Information: Licensors must be involved in the Platform with the intention of completing brand licensing transactions. Therefore, they are expected to provide and maintain current Listing Information for each brand or product they wish to offer for licence.
Third party rights: Licensors may not submit to the Platform any Listing Information that infringes any third party's copyright or other rights (e.g., trademark, privacy rights, etc.) or which, for any reason, would not be allowed under the laws of their home jurisdiction. For the avoidance of doubt, Licensors shall not submit to the Platform any Listing Information which contains Personal Data (as defined below).
Licenses granted: By submitting and uploading Listing Information to the Platform, Licensors grant Dolicense a revocable, royalty-free, non-exclusive licence to host and display the Listing Information for the purposes of the Platform. You also grant Dolicense the right to use the Listing Information, the logo and name of Licensors and associated materials in its promotional and marketing activities, both online and offline, for so long as you have an account in the Platform.
No responsibility for Listing Information: Dolicense takes no responsibility whatsoever for the accuracy, veracity, completeness or validity of the Listing Information that is uploaded to the Platform by Licensors or for the Content to which it relates.
Warranties as to Brand or Product Listing Information: Licensors warrant that the Listing Information submitted by them in respect of a piece of Content will not:
And Licensors further warrant that, to the best of their knowledge and belief:
Warranties as to Content: In respect of all Content that a Licensor offers for transactions inside the Platform, you warrant that:
Warranties as to Transactions: In respect of all Transactions that you attempt to complete within the Dolicense Platform:
Indemnity: Licensors will indemnify, defend, and hold harmless Dolicense and its affiliates, directors, officers, employees, and agents, from and against all third-party actions arising from your participation in the Platform.
Use of the Platform by Licensees is free.
By entering into a Transaction with a Licensor or an Agency, You represent that you are able to fulfil any obligations you commit to in a Transaction.
The Licensee hereby authorises Dolicense to use the logo and name of Licensee in the online and offline marketing of Dolicense and the Platform. Dolicense shall immediately cease to use the logo and name of Licensee upon the termination of this Agreement.
General Warranties: Licensees warrant that:
Indemnity: Licensees will indemnify, defend, and hold harmless Dolicense and its affiliates, directors, officers, employees, and agents, from and against all third-party actions arising from your participation in the Platform.
Definitions:
You warrant that you comply with and will continue to comply with all applicable Privacy Laws.
Where you provide Personal Data to Dolicense, you confirm that you consent to or have obtained all consents necessary for the disclosure of such Personal Data by Dolicense to other Registered Users, Dolicense’s affiliates and other third parties for the purposes of facilitating, negotiating, completing and conducting Transactions (“Transactional Communication”), and for the collection, use and disclosure of the Personal Data by Dolicense for any other purposes set out in the Privacy Policy and Cookie Policy.
Where Dolicense discloses Personal Data to you, you agree that you will only use and disclose such Personal Data for the purpose of Transactional Communication and that you will not use or disclose such Personal Data for any other purposes unless you have complied with all relevant requirements under the applicable Privacy Laws.
You shall securely destroy any Personal Data on Dolicense’s request or otherwise once the purpose of Transactional Communication is no longer being served by the retention of the Personal Data and retention is no longer necessary for legal or business purposes.
You will indemnify Data C or Dolicense and any of its affiliates, directors, officers, employees, and agents, against all actions, claims, demands, losses, damages, regulatory fines, statutory penalties, expenses and costs (including legal costs on an indemnity basis) in respect of any breach of this Agreement or any action, omission or negligence by you that causes or results in Dolicense being in breach of any Privacy Laws. To the extent permitted by the applicable law, Data C or Dolicense shall not be liable for the conduct of Registered Users in relation to their collection, use and disclosure of Personal Data.
You will provide such information and assistance to Dolicense as it may reasonably require to allow it to comply with the requests or rights of individuals or otherwise comply with its obligations under the applicable Privacy Laws.
You will provide such information and assistance to Dolicense to comply with and/or respond to orders of court, or orders, queries or requests from any data protection supervisory authority or other regulatory authority, or to facilitate timely resolution of any such matters or any related investigations.
Alterations to the Platform: Data C and Dolicense is continually updating and improving the Platform and reserves the right to modify the functionality, look and feel and layout of Platform at any time and for any reason.
No obligation to monitor or screen: Dolicense has no obligation to screen or monitor any Brand listing information, Avails or Content and does not guarantee that anything on the Platform complies with this Agreement or is suitable for all users.
No Warranties: Dolicense provides the Platform on an “as is” and “as available” basis. You therefore use the Platform at your own risk. Dolicense expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Dolicense makes no representations or warranties:
Limitation of Liability: To the fullest extent permitted by law:
Governing Law: This Agreement shall be governed by the laws of Estonia, and the parties submit to the exclusive jurisdiction of the Estonia courts.
Interpretation; severability; waiver; remedies: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Dolicense in exercising any right hereunder will waive any further exercise of that right. Dolicense's rights and remedies hereunder are cumulative and not exclusive.
Force Majeure: Dolicense will not be liable for delay or failure to perform any acts resulting from causes outside its reasonable control such as acts of nature or God, fire, flood, earthquake, accidents, strikes, war, terrorism, act of governmental or failure of or interruption in services or utilities.
Successors; assignment; no third party beneficiaries: This Agreement is binding upon and shall inure to the benefit of both parties, agencies and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Dolicense's prior written consent. No third party shall have any rights hereunder.
Notices: You consent to receive all communications including notices, agreements, disclosures, or other information from Dolicense electronically. Dolicense may provide all such communications by email or by posting them on the Platform.
Contacting Dolicense: Please contact us as follows:
Modification: This Agreement may not be modified except by a revised Platform User Agreement posted by Dolicense on the Platform or a written amendment signed by an authorized representative of Dolicense. A revised Platform User Agreement will be effective as of the date it is posted on the Platform. By continuing to use the Platform you consent to the terms in the revised Platform User Agreement.
Entire agreement: This Agreement incorporates the Terms, the Privacy Policy and the Cookie Policy documents by reference. Save and except for those inclusions, this Agreement constitutes the entire understanding between Dolicense and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.
Contracts (Rights of Third Parties) Act: A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) to enforce any benefit under this Agreement and the application of the Contracts (Rights of Third Parties) Act is expressly excluded.