In consideration of the promises and agreements set forth here, the Parties promise and agree as follows:

1. LICENSE GRANT

Licensor grants to you a non-exclusive, royalty-free, non-transferrable and revocable license to use the applicable Trademarks and/or Works during the Term in India (“Territory”) on or in association with the Works and in promotional and advertising activities related to the Works, subject to applicable law governing both Parties.

You may not grant any sublicenses to any third party without the prior express written consent of Licensor, which may be withheld for any reason.

You may not alter, modify, or otherwise use the Trademarks or the Works in an incomplete form. 

2. TERM

This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing for one (1) year from the date you accept these Terms and Conditions (the “Term”).

3. NOTICE

Any notice required to be given to Licensor pursuant to this Agreement shall be given to the general contact details stated at https://allerganaestheticsadvantage.in.  Any notice to you will be issued to the email address provided by you. 

4. OWNERSHIP OF TRADEMARKS

Each of the Trademarks and Works are owned solely and exclusively by Licensor and are protected by copyright and trademark laws.Licensor retains all right, title and interest in and to its Trademarks and Works under this Agreement, and all portions thereof, including, without limitation, all existing and future worldwide copyrights, trademarks, service marks, trade secrets, moral rights, contract rights and other proprietary rights thereto.  Other than the license expressly granted in Section 1 above, you receive no right, title or interest in or to the Trademarks or Works.

You acknowledge Licensor's exclusive rights in its Trademarks and the Works and further acknowledge that the Trademarks and Works are unique and original to Licensor and that Licensor, or its authorized affiliated entity is the owner thereof. You shall not, at any time during or after the Term, dispute or contest, directly or indirectly, Licensor's exclusive right and title to the applicable Trademarks or the validity thereof, nor of the applicable Works.  Licensor, however, makes no representation or warranty with respect to the validity of any applicable Trademark or Works.

You agree to execute any documents requested by Licensor to affect any of the above provisions.

5. USE

You hereby accept such license and agree to use the applicable Trademarks and Works during the Term in the Territory and only in accordance with these Terms and Conditions.  You may use the applicable Trademarks and Works only so long as the quality of such usage is consistent with the level of quality reflected in Licensor’s own products and services. Without limiting the foregoing and by way of example only, you agree not to use the Trademarks or Works in connection with any illegal or objectionable material or in any manner which disparages, tarnishes, or in any manner reflects adversely upon Licensor or its affiliates or its products or in connection with any material that violates any state, federal or foreign law or regulation.  You further acknowledge and agree that the license granted herein is non-exclusive and that Licensor may license the applicable Trademarks and Works to others at its sole discretion. 

Any use of the applicable Trademarks or Works in connection with the advertisement or promotion of any product or service competitive to or incompatible with Licensor or its affiliates or its products or services is not authorized.

The Trademarks, Works and any promotional and advertising material associated therewith shall include all appropriate legal notices as required by Licensor, including, but not limited to inclusion of the copyright and trademark statements as provided below: (as appropriate or relevant):

© 2024 AbbVie. All rights reserved.

JUVÉDERM and its design are trademarks of Allergan Holdings France SAS, an AbbVie company, or its affiliates.

COOLSCULPTING, COOLSCULPTING ELITE, COOLTONE, and the Snowflake design are trademarks of Zeltiq Aesthetics, Inc., an AbbVie company.

BOTOX® and its design are trademarks of Allergan, Inc., an AbbVie company.

You shall submit to Licensor samples of all materials bearing the applicable Trademarks or Works for review and approval prior to the distribution of such materials, including at Licensor’s reasonable request. Licensor shall have the right to make reasonable objections to any such sample on the grounds that Licensor believes in good faith that the use or distribution of such materials will be damaging to the recognition, value or reputation for quality associated with Licensor or the Trademarks or Works or the materials that do not meet the requirements of this Agreement. In the event of such an objection, you shall modify the materials in accordance with the objection prior to the use or distribution of the materials. You shall bear your own costs associated with any review or modifications required to bring the materials into compliance with Licensor’s quality control requirements. If you have not taken appropriate steps to bring the materials into compliance with Licensor’s quality control requirements within thirty (30) days after notification by Licensor, Licensor shall have the right to forthwith terminate this Agreement and will require that you cease using the licensed Trademarks or Works.

6. TERMINATION OR EXPIRATION

Licensor may terminate this Agreement at any time upon immediate written notice.

Upon the expiration or termination of this Agreement, all your rights under this Agreement shall terminate and immediately revert to Licensor and you shall immediately discontinue all use of the Trademarks or Works at no cost whatsoever to Licensor, and you shall immediately return to Licensor all material relating to the Trademarks or Works at no cost to Licensor. 

7. GOODWILL

You recognize the value of the goodwill associated with the Trademarks and Works and acknowledge that the Trademarks and Works and all rights therein including the goodwill pertaining thereto, belong exclusively to Licensor. 

8. INFRINGEMENTS

If an action for infringement of the rights licensed in this Agreement is brought, each Party shall execute all papers, testify on all matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit.

9. INDEMNITY

Licensor or its affiliates in no event will be liable for direct, indirect, special, incidental, or consequential damages that are in any way related to the Trademarks, Works or use thereof. You shall fully indemnify, defend, and hold harmless Licensor and its affiliates from and against all claims, losses, damages, expenses and liability arising from the applicable Trademarks or Works, provided that such claim, loss, damage, expense or liability does not arise solely from Licensor’s negligence. 

10. GOVERNING LAW

This Agreement shall be governed in accordance with the laws of India and the courts of Bangalore, India shall have  exclusive jurisdiction.

11. WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.

12. SEVERABILITY

If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

13. NO JOINT VENTURE

Nothing contained herein shall constitute this arrangement to be employment, a joint venture or a partnership.

14. ASSIGNABILITY

The license granted hereunder is personal to you and shall not be assigned by any act of you or by operation of law unless in connection with a transfer of all of your assets or with the express written consent of Licensor.