This Fellowship Logo and Designation Agreement (“Agreement”) is entered into by and between Social Enterprise Research College Limited trading as Social Enterprise Research Academy (“SERA”, “We”, “Us”, the “Company” or “Our”), and you, a natural person and a Fellow under the Fellowship Scheme (“You”, “Your”, “Yourself” or the “Fellow”).

(We or You being referred to as a “Party” and together collectively referred to as the “Parties”).

SERA has granted You Your Fellowship Status in accordance with Our Standards, indicating that You have accomplished a predefined set of goals and have the requisite knowledge and abilities to perform Fellowship activities.

By clicking on the button “I Accept” on the SERA Homepage, You (being a Fellow under the Fellowship Scheme) indicate that You agree to be bound by all the terms and conditions of this Agreement. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, agree as follows: 

DEFINITIONS

In this Agreement, unless the context otherwise requires:

1. a)     “Affiliate” means in relation to any person from time to time and at anytime, a company, trust, partnership or joint venture in which such person has a shareholding or beneficial interest of not less that 20%;
2. b)   “Annual Licence Fee” means the non-refundable licence fee payable by You to Us in advance for using the Fellowship Logo and all rights associated therewith in accordance with the terms of this Agreement for a period of one year, the amount of which will be posted on the SERA Homepage from time to time;
3. c)     “Application Form” means the online application form applying for a Fellowship Status and/or the right to use a Fellowship Logo; such a form will be uploaded by Us to the SERA Homepage from time to time; 
4. d)   “Business Day” means a day (not being a Saturday or Sunday or general holiday) when banks generally are open in Hong Kong for the transaction of general banking business save and except a day on which typhoon signal No. 8 or above and/or the black rainstorm warning signal is issued or remains in effect in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.;
5. e)     “Certificate” means the certificate that We may issue to You relating to Your Fellowship Status;
6. f)     “Commencement Date” means the date on which We provide You with the URL of your Fellowship Logo;
7. g)     “Confidential Information” means information of an operational, administrative, financial or business nature, or otherwise which comes into a Party’s possession under or in connection with this Agreement that (a) is identified as confidential to the other Party; or (b) ought reasonably to be considered as confidential to the other Party (whether or not identified as confidential), and in any case shall include any information relating to a Party including but not limited to information in respect of a Party’s business, activities, personnel, customers, products, business plans, business developments, finances, marketing plans, management systems, new business opportunities, ideas, know-how, processes, policies and/or procedures;
8. h)     “Fellow” means the successful applicant(s) to the Fellowship Scheme;
9. i)       “Fellowship Logo” means the logo(s) as set out in the Appendix A to this Agreement, and “Your Fellowship Logo” means the Fellowship Logo We sent to You pursuant to this Agreement;
10. j)     “Fellowship Scheme” means a scheme organized by SERA where successful applicants to such a scheme after assessment in accordance with the Standards would be granted a Fellowship Status;
11. k) “Fellowship Status” means all ranks under the Fellowship Scheme as set out in the Appendix A to this Agreement, including “Honorary Life Fellow”, “Honorary Fellow”, “Senior Fellow”, “Fellow”, and “Associate Fellow”, and “Your Fellowship Status” means the Fellowship Status granted to You by Us;
12. l)     “Initial Term” means the one-year period from the Commencement Date;
13. m) “Permitted Social Media List” means a list as published on the SERA Homepage from time to time setting out the social media platform(s) that You may display Your Fellowship Logo in accordance with the terms of this Agreement without seeking Our prior written approval;
14. n) “Prohibited Term” has the meanings as provided under Section 1.5;
15. o) “Prohibited Trade Names” has the meanings as provided under Section 1.4;
16. p)   “Renewed Term” has the meaning ascribed to it in Section 1.7;
17. q)   “SERA Homepage” means Our homepage at http://www.seraasia.org or other website address as We may inform You from time to time; 
18. r)     “SERA Site(s)” means SERA Homepage and any other websites We own or control from time to time;
19. s)     “Standards” mean all standards or criteria We publish from time to time on SERA Site(s) based on which SERA will assess: i) whether an applicant to the Fellowship Scheme is qualified to be a Fellow, ii) whether an existing Fellow can maintain his Fellowship Status, iii) whether the licence of the Fellowship Logo should be revoked, and/or iv) the suitability of the intended use of the Fellowship Logo; any reference in this Agreement to the Standards shall be construed as including its amendment, modification, extension or its substitution (whether before or after the date of this Agreement);
20. t)   “Term” means the Initial Term and (if applicable) the Renewed Term(s), subject to termination pursuant to Section 4;
21. u)     Reference to a time of a day is a reference to the time in Hong Kong;
22. v)     Each gender includes the others and the singular includes the plural and vice versa;
23. w)     Reference in this Agreement to sections, appendices are to the sections of and appendices to this Agreement except where otherwise expressly stated; and recitals and appendices shall form part of this Agreement;
24. x)     Any reference in this Agreement to any statute or statutory provision shall be construed as referring to that statute or statutory provision as it may time to time be amended, modified, extended, re-enacted or replaced (where before or after the date of this Agreement) and including all subordinate legislation from time to time made under it in Hong Kong.

1. FELLOWSHIP LOGO LICENCE

1.1 Scope of Licence

 We hereby grant You a non-exclusive, non-transferable, non-sublicensable, non-assignable licence to use, reproduce and publicly display in Hong Kong Your Fellowship Logo for the promotion of Your Fellowship Status in accordance with the terms and conditions of this Agreement during the Term. You may use Your Fellowship Logo on Your name card and all or any of the social media as specified in the Permitted Social Media List that describes Your personal status in accordance with the guidelines in Appendix A to this Agreement (the “Permitted Usage”). This licence is exclusive and personal to You and does not grant any rights to any third party and You shall not sub-licence, assign, transfer or otherwise part with any rights to any third party.  During the Term, You shall:-

 (i)                comply with all the terms and conditions of this Agreement; and

(ii)              comply with all the Standards.

1.2 Ownership of the Fellowship Logo

        You acknowledge and agree that all the Fellowship Logos are Our valuable property, and We are the exclusive owner of all right, title and interest in and to all the Fellowship Logos. Any and all past, present or future goodwill arising from Your use of Your Fellowship Logo will inure solely and exclusively to Our benefit, and You will not be compensated for the value, if any, that You contribute to the goodwill of the Fellowship Logos. You have no legal or beneficial title to Your Fellowship Logo and agree not to represent in any manner to the effect of the same. 

1.3 Prior Approval of Materials and Social Media not on the Permitted Social Media List

Apart from the Permitted Usage as set out in Section 1.2 that does not require Our prior written approval, You shall submit to Us, for Our prior written approval, samples of all materials and/or the social media that Your Fellowship Logo is proposed to be used or posted. Our approval pursuant to this Section 1.3 may be withheld or refused at Our sole and absolute discretion without giving You any reason. You shall not use Your Fellowship Logo in any manner that would reflect adversely on the image or quality symbolized by the Fellowship Logo.

For seeking such approvals from Us, You shall submit to Us all the relevant information and/or documents via email as per Section 23. 

1.4 No Confusing Use or Registrations

You agree not to use or file for registration of any marks (including but not limited to trade mark, collective mark, certification mark, word mark, device mark, and/or any other mark in similar nature, in any class and in any country) that, in Our sole and absolute opinion, is the same as, similar to, or likely to cause confusion with the Fellowship Logos (such marks shall be referred to as “Prohibited Trade Names”). Upon Our request, You must provide Us with all information that relevant to all such Prohibited Trade Names. If You are in doubt on whether Your mark or proposed mark would constitute Prohibited Trade Name(s), please contact us via email as per Section 23. 

1.5 No Confusing Domain Names or Keywords

You agree not to register or to use any Internet domain name, sponsored link/ad keyword or any other keyword search term that, in Our sole opinion, is: (a) confusingly similar to any of the Fellowship Logos or the domain name of any SERA Site(s), or (b) implies any form of affiliation with Us (the “Prohibited Term”). If You have already registered such domain names or have been using any Prohibited Term that are in violation of this Section, You shall forthwith inform Us and shall upon Our request forthwith stop using the same and/or transfer such domain names to Us. You shall pay the reasonable administrative costs of any such transfers, which does not include any payments to You for goodwill associated with such domain names.

1.6 Annual Review

Your performance as a Fellow and the usage of Your Fellowship Logo will be reviewed annually by Us for quality assurance of the Fellowship Scheme.  The result of such annual review may affect Our decision on whether We continue to grant You the licence to use the Fellowship Logo. You shall provide us with all the relevant information and/or documents that We may request for such annual review via email as per Section 23.

1.7 Term

         Subject to Section 4, this Agreement is effective from the Commencement Date for an initial fixed term of one (1) year (the “Initial Term”). Upon the expiration of the Initial Term, but subject to Your compliance with this Agreement (including but not limited to Section 2) and our decision to continue granting You the licence to use Your Fellowship Logo after Our annual review pursuant to Section 1.6, this Agreement shall be automatically renewed for another term(s) of one year each (the “Renewed Term”).

1.8 Prohibition of Access

        We reserve the right at all times to prohibit, deny or suspend your access to the use of Your Fellowship Logo or Certificate or any part thereof immediately and without notice, where We in Our sole and absolute opinion consider it unacceptable or We are of the opinion that You have breached any of the terms and conditions contained in this Agreement or such prohibition or denial is appropriate, desirable or necessary at Our sole discretion or this Agreement is terminated as per Section 4.

1.9 Name List

        We may from time to time publish and update a name list of Fellows in the SERA Homepage. You hereby give Us Your consent to the effect that certain information related to You (including Your full name or part of Your name, etc.) may be contained in such a name list.  

 1.10 Our Use of Personal Data

You agree that We may use any personal data provided by You (including Your full name, title, part of Your name and/or title, etc.) for any one or more of the following purposes:

• to publish, maintain and update a name list of Fellows on the SERA Site(s);
• to organize Our events and activities;
• to send You newsletters, publications, membership benefits;
• to send updates about Us, the Fellowship Scheme and/or Your Fellowship Status or as otherwise necessary to communicate with You. 

Failure to provide any personal data may result in Us being unable to perform the abovementioned functions. We will not transfer and/or disclose Your personal data to third parties, save that they may be indirectly accessed by third-party service providers in the course of developing, maintaining, operating and/or hosting Our IT systems (such as hosting of the SERA Homepage) or shared with organizations which work in conjunction with Our mission. 

2. PAYMENT

 2.1 Payment before Use

       Unless and until payment is made in accordance with Section 2, no Fellowship Logo will be provided by Us. You shall forthwith pay us the Annual Licence Fee upon the submission of the Application Form.

2.2 Payment Online

        Payment of the Fellowship Logo shall be made to the Company via online payment platform; payment by credit card must be made through Stripe. For the avoidance of doubt, SERA does not store any of Your credit card information; any information required for the payment will only be submitted directly to Stripe for one-time payment processing. Any administrative fee charged by Stripe shall solely be borne by You. When You pay by credit card, You agree and accept the terms and conditions as set out for the use of Stripe to provide services and accept all the terms of the institution. For information on Stripe, please visit stripe.com.

2.3 Renewal

         Subject to Section 1.7 and Section 4, the Annual Licence Fee for each Renewed Term will be automatically charged on the same calendar day of your previous payment.

  2.4 No Refund Allowed

         All payments made by You to Us in relation to the Fellowship Logo are non-refundable in any event including but not limited to termination of this Agreement.

3. RESTRICTIONS ON USE

3.1 Undesirable goods and services

 Any use of the Fellowship Logo on undesirable goods and services listed in Appendix B is prohibited. The undesirable goods and services are not welcomed by the society and we strongly oppose any implied or explicit expressions that We have any relationship with the listed items. 

 3.2 Restricted Use 

 You shall not use the Fellowship Logo otherwise than as permitted by this Agreement. You shall not use the Fellowship Logo in a manner that may cause infringement or violation of any third party’s rights (including but not limited to intellectual property rights) in any jurisdiction. The Fellowship Logo usage and the Fellow must not involve or be engaged in any immoral activities. The Fellow should avoid any disputable or controversial events or activities.

4. TERMINATION 

4.1 Termination Rights 

Without prejudice to the Company’s right in Section 4.2 below, either Party may terminate this Agreement at any time by providing the other Party with at least 7-day written notice. 

4.2 Breach 

The Company may, subject to its discretion, terminate this Agreement forthwith if You breach any terms of this Agreement.

4.3 Effect of Termination 

Upon termination of this Agreement, all rights that We grant to You in this Agreement, will be terminated immediately and automatically and You must stop all display, advertising, and other use of Your Fellowship Logo and Certificate (if any) in any and all manner immediately. 

4.4 Survival 

The following provisions will survive termination or expiration of this Agreement for any reason: Sections 1.2 (Ownership of the Fellowship Logo), 1.4 (No Confusing Use or Registrations), 1.5 (No Confusing Domain Names or Keywords), 1.9 (Name List), 1.10 (Our Use of Personal Data), 4.3 (Effect of Termination), 4.4 (Survival), Section 5 (Confidentiality), Section 6 (Indemnification), and Section 17 (Waiver), Section 18 (Severability), Section 21 (Governing Law) and Section 22 (Dispute Resolution). The termination or expiration of this Agreement will not affect Your or Our accrued rights or liabilities.

5. CONFIDENTIALITY   

5.1 Confidential Information 

You acknowledge that all Confidential Information regarding SERA (“SERA’s Confidential Information”) is a valuable property of Ours and is considered confidential and proprietary, and You will keep it secret and maintain in strict confidence. You will not disclose or make available all or any of the SERA’s Confidential Information to any person other than those, if any, who need to know such Confidential Information in order to perform their obligations under this Agreement and You shall be responsible and remain liable for any inappropriate disclosure or use of SERA’s Confidential Information by any such person. You agree to take all reasonable measures to prevent any unauthorized disclosure, reproduction, or use of SERA’s Confidential Information.

5.2 Exceptions

“Confidential Information” does not include information that: 

(a) is in, or later comes into, the public domain through no fault of Yours; or 

(b) prior to Your receipt under this Agreement was property within Your legitimate possession or, after Your receipt hereunder, is lawfully received by You from a third party having the right to disclose the information; or

(c) is independently developed by You without either directly or indirectly, access to or knowledge of such Confidential Information.

5.3 Notice before Disclosure

 If You must disclose SERA’s Confidential Information in order to comply with applicable law or if You become legally compelled to disclose such information, You will provide Us with prompt prior written notice of any such disclosure and You will limit the disclosure to the greatest extent possible. You will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded to such SERA’s Confidential Information.

6. INDEMNIFICATION

        You agree to indemnify and hold Us harmless for any loss, liability, damage, cost or expense (including legal fees) arising out of any use of Your Fellowship Logo otherwise than in accordance with the terms of this Agreement and any other breach of any terms of this Agreement, including but not limited to any use of Your Fellowship Logo in a manner that causes infringement or violation of any third party’s rights (including but not limited to intellectual property rights) in any jurisdiction.

7. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

7.1 You hereby represent, warrant and undertake to Us that :-

1. a)     all the information, data, contents, and details provided by You are true, accurate, updated, complete and not misleading; and
2. b)     You are not engaging in, and will not engage in, any activity that is false or misleading, i.e. impersonating someone, pretending opposite sex and else.

7.2 You hereby undertake to Us to comply with all applicable laws, rules and regulations from time to time in force in relation to the use of Your Fellowship Logo. You further undertake not to use Your Fellowship Logo in any illegal or immoral means.

7.3 You hereby undertake not to use or allow to use Your Fellowship Logo in the following ways:

1. a)     engaging in any illegal or any activities that are, in Our reasonable belief, unsuitable (including but not limited to political events, wars or military actions, espionage, anti-government events, treasons, criminal activities, any other controversial events);
2. b)     for the purpose of infringing or violating any third party’s rights (including but not limited to intellectual property rights and privacy rights); or
3. c)     use the Fellowship Logo for the purpose of making profit from any commercial activities (including but not limited to sales, advertising, links to other websites or promotions).

8. DISCLAIMER

8.1 The Company is unable to make any representations and warranties as to the identity and information provided by You, as the Company’s verification of Your identity is based on the information provided to the Company by You. The Company cannot and does not assume any responsibility for the accuracy or reliability of the identity or any information provided by You. While the Company requires You to provide updated, current and accurate information, the Company is under no obligation to update or to ensure that the information provided by You is accurate, current, and truthful.

8.2 The Fellowship Logo is provided on an “as-is” basis. To the fullest extent permissible pursuant to the applicable law, the Company gives no representations or warranties, whether related to the Fellowship Logo, Fellowship Scheme, Fellowship Status and/or otherwise, including but not limited to its merchantability and fitness for a particular purpose, or non-infringement of any third party’s rights, title, its compatibility with Your system and its freedom from computer virus. The Company is subject to no obligations or liabilities with respect to loss, loss of use or corruption of Your content in relation to the Fellowship Logo. You agree to use Your Fellowship Logo at Your own risk.

9. YOUR OBLIGATIONS

9.1 Adopting Specified Format 

You agree to use Your Fellowship Logo in accordance with the terms of this Agreement and in a manner as set out in Appendix A and not to cause or permit anything which may damage or endanger the Fellowship Logo or assist or allow others to do so. 

9.2 Report of any misuse or abuse 

You agree to make an immediate report of any misuse or abuse of any Fellowship Logo and/or infringement of any of Our intellectual property rights to the Fellowship Logo whenever You see or encounter.  

9.3 Maintaining the good image of SERA 

You agree to maintain the professional image and academic reputation of SERA.

10. DISPUTES ON APPLICATION OR RENEWAL

Any and all disputes relating to Your application or Our annual review as per Section 1.6 or the results thereof for the Fellowship Logo will be resolved solely and exclusively by means provided under the Fellowship Scheme or specified by Us from time to time.

11. THIRD PARTY LINKS

        The Application Form and the SERA Homepage may contain links and pointers to other websites and resources. Links to and from the Application Form or the SERA Homepage to other applications or websites, maintained by third parties, do not constitute an endorsement by the Company or any Affiliate of any third-party site or content. The Company is not responsible for the availability of these third-party resources, or their contents. The Company is not responsible for the content of any third-party pages or any other applications or websites linked to the Application Form. You may access to such other third-party sites at your own risk. By clicking any such links, You acknowledge that the Company has no control over, and make no representations of any kind with respect to such other applications, websites or any content contained within such other applications or websites, and You hereby irrevocably waive any claim against the Company with respect to Your clicking such links.

12. INTELLECTUAL PROPERTY

        The Fellowship Logo is solely owned by the Company. All intellectual property rights in the Company’s materials and the Fellowship Logo are solely owned by the Company, save and except those otherwise provided under this Agreement. No reproduction, republication, copy, transmit, distribution, or otherwise use of the Fellowship Logo is allowed or permitted without prior written consent from the Company except as permitted under this Agreement.

13. NO ASSIGNMENT

Your Fellowship Logo is personal to you. You may neither assign any benefit or obligations under this Agreement to any person or other entity. You may not be entitled to sub-licence, sub-contract, transfer or otherwise part with any of its rights, benefits, duties or obligations under this Agreement to any third party.    

The Company may at any time after giving notice thereof to You assign all or any party of its rights and benefits under this Agreement to any third party. 

14. NOTICES

All notices between the Parties must be in writing, sent to the address appearing on the SERA Homepage or such other address as the Parties may designate from time to time by written notice to the other. Notices that are sent or dispatched will be deemed received by the addressee: 

(i)                 in the case of personal delivery, at the time of such delivery; 

(ii)              in the case of communication by registered post, on the third Business Day after dispatch; 

(iii)            in the case of fax transmission, on the first Business Day after dispatch; or 

(iv)             in the case of electronic mail, when the electronic mail was sent by the sender.

15. CHANGES OF TERMS

        We may amend, add or delete any provision of this Agreement and the Standards from time to time at Our sole discretion and such amendment, addition or deletion shall be effective immediately upon either posting on the SERA Homepage or notifying You, whichever is earlier. You agree to review these provisions periodically to ensure that You are aware of any modifications. Your continued use of Your Fellowship Logo following such amendments shall be deemed to be Your acceptance of the modified version of this Agreement.

16. ENTIRE AGREEMENT

This Agreement contains the whole agreement between the Parties and supersedes any prior written or oral agreement between the Parties in relation to the licence of the Fellowship Logo and the Parties confirm that they have not entered into this Agreement upon the basis of any representations or warranties that are not expressly incorporated into this Agreement.  No oral explanation or oral information given by any Party shall alter or affect the interpretation of this Agreement.

17. WAIVER

         No failure or delay by Us to exercise any right under this Agreement or otherwise will operate as a waiver of that right or any other right nor will any single or partial exercise of any such right preclude any other or further exercise of that right or the exercise of any other right.

18. SEVERABILITY

           If any of the provisions in this Agreement are deemed invalid, illegal, prohibited, void, or for any reason unenforceable, that provision will be ineffective and deemed severable and will not affect the validity and enforceability of the remaining provisions of this Agreement.

19. PARTNERSHIP

          Nothing in this Agreement shall be deemed to constitute a partnership between the Parties nor the relationship of employer and employee under a contract of service nor the relationship of principal and agent.

20. PRIVACY POLICY

        For information about Our privacy policies and practices, please refer to Our privacy policy as published from time to time.

21. GOVERNING LAW

        This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.

22. DISPUTE RESOLUTION

        All disputes, controversies and claims in connection with or arising out of this Agreement (“Disputes”) that the Parties are unable to resolve between themselves shall be finally settled by arbitration under the UNCITRAL Arbitration Rules in effect on the date hereof by the Hong Kong International Arbitration Centre (“HKIAC”).  The arbitration shall be the sole and exclusive forum for resolution of the Dispute and the award resulting from such arbitration shall be final and binding.  The Parties waive irrevocably to the extent permitted under applicable law any rights to any form of appeal, review or recourse to any state or judicial authority. Decision given by the HKIAC may be entered by any court having jurisdiction. The number of arbitrator shall be one; and such an arbitrator shall be appointed by Us. The place of arbitration shall be Hong Kong. The arbitration shall be conducted in the English language and any non-English language documents presented at such arbitration shall be accompanied by an English translation thereof. 

23. CONTACT THE COMPANY

         If You have any question, request or comment in connection with the terms and conditions, please send Us by e-mail to [email protected].

Appendix A: The Fellowship Logo & Honorary Designations Guidelines(see below)

Appendix B: Undesirable goods and services

Appendix C: Rules and Regulations Policy