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Terms & Conditions (T&C) for the Use of the “GEMAR Pro” Professional Title and Trademark after passing the GEMAR Training Course Exam.

GEMAR (“GEMAR”), a company registered in Italy under company number FR99034, VAT number 01743770602, whose registered office is at Via Colle Marracone 4, 03034 Casalvieri (FR), Italy and represented by Rocca Emma Lia acting as Legal Representative.

AND

[Professional info] (“Professional”).

Hereinafter also referred to individually as the “Party” and jointly as the “Parties”.

RECITALS

  1. Whereas, Professional was regularly enrolled in the “GEMAR Pro” training course offered by the GEMAR Academia by watching the video tutorials in their entirety and participated to the mandatory face-to-face classes held by GEMAR Ambassadors.
  2. Whereas, having completed the above-mentioned Course, Professional has taken and passed the “GEMAR Pro” Academia Training Course Exam, in person or online, under the supervision of GEMAR Masters.
  3. Whereas, through the award of the “GEMAR Pro” title, Professional demonstrated to share and fully embrace the core principles guiding GEMAR’s business — such as sustainability and inclusivity — and is welcomed to join the GEMAR Community.
  4. Whereas, the Parties are willing to regulate Professional’s right to use the “GEMAR Pro” title and trademark and GEMAR’s trademarks, service marks and trade names.

******************************************************************NOW, THEREFORE, in consideration of the above, the Parties hereto agree as follows:

  1. RECITALS AND ANNEXES.

1.1 The recitals 1-4 set out above and the Annex A attached hereto form an integral and substantial part of this T&C.

  1. DEFINITIONS.

2.1 For purposes of this T&C, the following terms shall have the meanings set forth below:

  1. A) Academia. School of GEMAR Masters committed to research and develop innovative balloon art techniques and products under the backdrop of the Italian culture, which is defined by pioneering design and beauty.
  2. B) GEMAR Pro. Professional who was regularly enrolled to the GEMAR Pro Training Course and passed the Exam.
  3. C) GEMAR Pro Training Course. Course organized by the Academia consisting in a set of video tutorials and mandatory face-to-face classes supervised by GEMAR Masters.
  4. D) GEMAR Pro Academia Training Course Exam. Exam taken following the completion of the GEMAR Pro Training Course.
  5. E) GEMAR Ambassadors. Balloon artists and enthusiasts from all over the globe who represent the core values of GEMAR, showcase GEMAR products and goods and promote their expertise through education and information.
  6. F) GEMAR Masters. Highly qualified professionals skilled in balloon crafting and handling art whose mission is to inspire and educate up and coming balloon artists with world-class training and promotional activities.
  7. G) GEMAR Community. Community composed by Professionals and balloon enthusiasts who share sustainability and inclusivity values.
  8. H) GEMAR Creator, a tool for balloon professionals to design beautiful installations using Gemar balloons, create final rendering of the projects and get a full breakdown of the list of balloons needed to create the installation.
  9. OBJECT OF THE T&C.

3.1 GEMAR and Professional hereby enter this T&C whose object is to regulate and formalize Professional’s right to use the “GEMAR Pro” title, trademark and GEMAR’s trademarks, service marks and trade names as well as Professional’s and GEMAR’s obligations according to the values of the GEMAR Community.

  1. PROFESSIONAL’S OBLIGATIONS.

4.1 When offering service(s) as GEMAR Pro, Professional shall exclusively use GEMAR branded products or goods listed in the GEMAR catalogue.

4.2 In the event that any product or good required for the provision of service(s) as GEMAR Pro is either not available or not marketed by GEMAR, Professional may buy — at his own expense — and use third party products or goods.

4.3 Professional shall advertise and promote GEMAR’s business and products on social media and when offering his / her service(s) as GEMAR Pro, including when Professional participates to live events.

4.4 At all times, when providing his / her service(s), Professional will prominently display the “GEMAR Pro” trademark, GEMAR’s trademarks, service marks and trade names and / or other promotional materials provided by GEMAR.

4.5 Upon notification by GEMAR, or upon termination of this T&C, Professional shall discontinue the use of the “GEMAR Pro” trademark and GEMAR’s trademarks, service marks and trade names and return any inventory or promotional materials to GEMAR.

4.6 The Professional when using the “GEMAR Pro” title, trademark and GEMAR’s trademarks, service marks and trade names shall fully comply with:

a- the values of the GEMAR Community, which means that Gemar will not condone behaviour which:

  • ridicule, mock, disparage, intimidate, or abuse anyone, harass, or threaten (in the legal sense of those terms) any other person and promote violence against a specific person or class of people.
  • violate applicable law, regulation or rule including privacy or publicity rights of any third party.
  • include any offensive references that are connected to race, national origin, gender, sexual preference, or physical handicap.

Any actions performed by a Gemar Pro which violates the principles abovementioned will entitle Gemar to immediately withdraw the use of the Gemar Pro title.

b- the principles described in the Code of Conduct published on GEMAR website https://gemar.it/responsibility/policies-certifications/

d- the” Go Green” and “Don’t Let Go” campaigns https://gemar.it/responsibility/dont-let-go/

By signing the T&C, the Professional declares to have read the Code of Conduct and the contents of the campaigns indicated above and to assume all the obligations connected with said Code of Conduct and Campaigns.

4.7 In particular, pursuant to the “Don’t’ let go” campaign, the Professional is forbidden to releases of GEMAR balloons and is also encouraged to limit the releases of third party’s balloons.

4.8 Professional shall cooperate with GEMAR in creating, implementing, and administering marketing and promotional campaigns, initiatives and / or activities concerning GEMAR’s business and products.

  1. GEMAR’S OBLIGATIONS. 

5.1 During the term of this T&C, Professional shall be entitled to receive the following benefits from GEMAR:

(a) Exclusive access to Gemar Brandfolder Library

(b) Participation in exclusive GEMAR meetings and events.

(c) Professional’s name and pictures displayed in a dedicated section of GEMAR’s official website.

(e) Access to exclusive digital content dedicated to training.

(f) 10% discount on annual subscription of GEMAR Creator

  1. USE OF GEMAR’S INTELLECTUAL PROPERTY.

6.1 Upon successful completion of the GEMAR Pro Academia Training Course Exam, GEMAR hereby grants Professional the right to use and display the “GEMAR Pro” title and trademark and GEMAR’s trademarks, service marks and trade names that are applicable to the provision of service(s) by Professional acting as “GEMAR Pro”.

6.2 Professional undertakes to fully agree with and strictly abide by this T&C and the “GEMAR Pro” manual of use Annex A to this T&C as a condition for the use of the “GEMAR Pro” title and trademark and the GEMAR’s trademarks, service marks and trade names. 

6.3 Failure to comply with any or all provisions listed herein may lead — upon a thorough evaluation of different profiles of Professional’s conduct including, but not limited to, the seriousness of the infringement, repeated violations and adverse impact on GEMAR’s reputation — to the early termination of this T&C and to the consequent termination of the right to use the “GEMAR Pro” trademark and all GEMAR’s trademarks, service marks and trade names. 

6.4 Professional acknowledges that the exclusive digital content dedicated to training provided by GEMAR pursuant to article 5.1(e) is protected by copyright and cannot be reproduced, broadcasted, transmitted, shared, or in any way released to the public without GEMAR’s written consent.

6.5 Both Parties acknowledge and agree that:

(i) “GEMAR Pro” trademark and all GEMAR’s trademarks, service marks and trade names are and shall remain the sole property of GEMAR;

(ii) nothing in this T&C shall confer to Professional any right of ownership in the “GEMAR Pro” trademark and all GEMAR’s trademarks, service marks and trade names or the right to file worldwide trademarks, service marks, trade names, domain names or other intellectual property rights consisting or including the word GEMAR or confusingly similar signs;

(iii) The license granted in this T&C to Professional is not transferable or assignable to any third party without GEMAR’s prior written consent. Professional may not sub-license any rights or obligations under this T&C without GEMAR’s prior written consent;

(iv) In case of doubts about the correct use of the “GEMAR Pro” trademark and all GEMAR’s trademarks, service marks and trade names, Professional must promptly notify GEMAR in writing and ask for instructions. On a case-by-case basis, GEMAR shall examine the request submitted by Professional and shall provide a proper answer in a timely manner.

(v) The “GEMAR Pro” title and trademark shall always be used in conjunction with the GEMAR trademarks, service marks and trade names. In no event the “GEMAR Pro” title and trademark must be used in connection with company names, entities or acronyms relating to third parties or in any manner that may be misleading to the public as to the origin of the product(s) or service(s) offered. Reference shall be made to the specific area Professional was awarded the “GEMAR Pro” title for. When displayed together, the size of the “GEMAR Pro” trademark shall not exceed the size of the GEMAR trademark.

(vi) The license granting the use of the “GEMAR Pro” title and trademark is automatically revoked following termination of this T&C.

  1. VIOLATIVE USE OF THE “GEMAR PRO” TITLE.

7.1 “Violative use” is any use of the “GEMAR Pro” title that contravenes the provisions of this T&C.

7.2 “Violative use” shall mean:

(a) Using the “GEMAR Pro” title in a manner that is misleading to the public or detrimental to GEMAR’s reputation;

(b) Using the “GEMAR Pro” title without and / or before having attended the “GEMAR Pro” Training Course and passed the “GEMAR Pro” Academia Training Course Exam;

(c) Using the “GEMAR Pro” title following termination of this T&C;

(d) Using the “GEMAR Pro” title in connection with activities unrelated to the “GEMAR Pro” title;

(e) others.

7.3 GEMAR reserves the right to monitor and evaluate the use of the “GEMAR Pro” title by Professional to ensure that the terms of this T&C are being satisfactorily met. Professional will cooperate with GEMAR relating to such monitoring and evaluation.

7.4 In case of violative use, GEMAR reserves the right to take all measures it deems necessary to stop such use and to protect its injured interests, public statements and / or early termination included.

  1. EARLY TERMINATION.

8.1 Professional acting as GEMAR Pro must discharge his / her duties in compliance with this T&C.

8.2 Violation / infringement of any provision herein may lead to the early termination of this T&C.

8.3 In addition to law provisions governing the termination of contracts, GEMAR shall have the right to terminate this T&C pursuant to art. 1456 of the Italian Civil Code upon the occurrence of one or more of the following acts / omissions:

(a) Forgery / alteration of the “GEMAR Pro” certificate;

(b) Violation of articles 4.1, 4.3, 4.4, 4.8, 6, 7.2 and 7.4;

(c) Professional’s incapability to offer service(s) in compliance with the quality standards required to pass the “GEMAR Pro” Academia Training Course Exam;

(d) Professional’s conduct does not conform to the values of the GEMAR Community when acting as GEMAR Pro pursuant to articles 4.6 and 4.7.;

8.4 GEMAR shall have and is hereby granted sole and complete discretion in determining whether Professional’s act or omission is sufficient to validly invoke the early termination of this T&C and GEMAR is not required to consult with Professional or obtain Professional’s approval or consent before taking any action permitted hereunder.

8.5 To the fullest extent permitted by law, whenever in this T&C GEMAR is permitted or required to make a decision in its “sole and complete discretion” or “discretion” or under a grant of similar authority or latitude, GEMAR will be entitled to consider only those interests and factors as it desires, including its own interests, and, to the fullest extent permitted by law, will have no duty or obligation to give any consideration to any interest of or factors GEMAR will deem irrelevant to the scenario being examined.

8.6 In the event of early termination of this T&C, Professional is prohibited from using the “GEMAR Pro” title, trademark and all GEMAR’s trademarks, service marks and trade names.

8.7 Notice of early termination shall be in writing and shall set forth the reasons for the termination.

  1. TERM AND TERMINATION.

9.1 This T&C will be valid for the period of ______ to ________.

9.2 Professional may terminate this T&C at any time for any reason. In the event that Professional terminates this T&C for any reason other than GEMAR’s breach of T&C, Professional shall return any materials or equipment provided by GEMAR, at the GEMAR’s expense.

  1. GOVERNING LAW AND JURISDICTION.

10.1 This T&C shall be governed by and construed in accordance with the laws of Italy.

10.2 The Parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Rome (Italy) for the purpose of any suit, action or other proceeding arising out of or based upon this T&C, including any question regarding its existence, interpretation, validity, termination, cancellation or effectiveness.

  1. MISCELLANEOUS.

11.1 This T&C constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This T&C may be amended and the observance of any provision of this T&C may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of GEMAR. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

11.2 Nothing in this T&C shall affect the obligation to comply with requests for information or disclosure orders from the Authorities or Administrations that have powers to do so. In the event that Professional is obliged to disclose information to Authorities or Administrations, Professional shall promptly notify GEMAR in writing any such disclosure.

  1. NOTICES.

12.1 All notices, demands, requests and other communications required or permitted under this T&C shall be in writing and shall be: (a) sent via certified mail, return receipt requested and postage prepaid, to the address of the other Party set forth below; or (b) sent via e-mail to the other Party via the e-mail address set forth below.