BRANDFM USER LICENSE AGREEMENT (ULA)

PARTIES:

  • E-see International Ltd (BrandFM)
  • The User (You)

This is a licence agreement between You and BrandFM. Read this agreement carefully and in full before using BrandFM.

By downloading any file or files from BrandFM you agree to be bound by the terms of this agreement.



USER RIGHTS AND RESTRICTIONS:

BrandFM grants you the right to access and download the brands, labels, data, artwork, information and media (the "files") that you have been granted a licence to use by the relevant brand owner.

When using downloaded files, you agree to abide by the brand usage guidelines as set out in the relevant Brand Guidelines, if supplied.

It is the responsibility of the you and the end user to ensure that use of files complies with any conditions of use set down by the brand owner in its Brand Guidelines or otherwise.

YOU MAY:

Download the file and use it only on a single computer (with a single input terminal) or on a network or intranet environment within your own organisation and which is under your control and use the image solely as an end user, copy and incorporate the file but only for personal, internal firm or company and test sample use, including in any rough or draft layouts or in any final published or printed form, transmit the file to a broker, printer or other party authorised to lawfully print or produce the file, deal with the file in any other way provided you have the prior permission of the brand owner and this is conveyed to BrandFM in a satisfactory manner.

YOU MAY NOT:

Use the file in or on any multi-user arrangement, server or on an electronic bulletin board system or use the file on any materials distributed outside your firm or company or in any online or other electronic distribution system unless you are distributing rough, draft or final layouts for client approval, sell, sub-licence, rent, lease, loan or copy or create derivative works based on the whole or part of the file, except as expressly provided in this agreement, use, reproduce or deal in the file in any way, make any defamatory, libellous, indecent or otherwise unlawful use of the file.

WARRANTIES:

BrandFM warrants the digital copy of the file in the form downloaded by you is free from defects in materials and workmanship for a period of 90 days from accessing the image. If a defect is found in the file, BrandFM shall replace the digital copy of the file or refund the licence fee if any. Otherwise, the file is provided "as is".

LIMITATION OF DAMAGES:

The express terms of this agreement are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, cause of dealing or otherwise, all of which are hereby excluded to the fullest point of law. Neither BrandFM nor brand or file owners shall be liable for any incidental, special or consequential damages that result from the downloading or use of the file. In no event shall the brand owner or BrandFM's total liability to you for all damages, losses and causes of action exceed the amount paid by you for the particular file concerned.

TERMINATION:

This agreement will terminate automatically without notice if you fail to comply with any provisions of this agreement.

UPON TERMINATION:

You will be liable for any and all outstanding costs (if any) associated with your use of the system, you must immediately stop using the downloaded file(s) in any way, you must immediately delete the downloaded file(s) and all copies placed on magnetic media, you must immediately destroy all other copies of the downloaded file(s) and, if requested by BrandFM, return all such copies to the company.

GENERAL:

The various owners of the files, shall retain all rights in the trademarks and in all other related intellectual property rights residing in the files. Any and all use of the file by you shall inure to the benefit of and be on behalf of the said owner of the intellectual property rights.

This licence is dependent on the prior consent of the company owning the rights in the file which consent may be withheld or withdrawn at the file owner's sole discretion.

NEW ZEALAND LAW APPLIES

BrandFM is located in New Zealand and all services we provide are provided in New Zealand under New Zealand law. You may take action against us only in a New Zealand court. This applies whether you are using the Directory from inside or outside New Zealand.


If you are unsure about any of the terms of this agreement or wish to use the file in any manner not permitted by this licence, please contact BrandFM for assistance.




BRANDFM FACILITY AGREEMENT & TERMS


PARTIES:
  • E-see International Ltd (BrandFM)
  • You (Customer)


1. AGREEMENT - Customer will supply to BrandFM to be held on the Facility, and BrandFM will hold on the Facility, the Customers brand asset files, on the terms and conditions set out in this Facility Agreement and Terms.

2. PURPOSE - The purpose of the Facility is for the Customer to store Brand Assets (files) and then distribute to other Facility users.

3. DEFINITIONS - Certain terms are defined in this Facility Agreement & Terms.

4. MONTHLY FACILITY CHARGE(MFC) - A Monthly Facility Charge will be levied for the amount of storage and internet traffic reserved and/or used in the Facility, at the rate detailed in the Plan selected, at the end of each calendar month, until this Agreement is terminated in accordance with clause 8 and 9.

5. USER DOWNLOADS - User Downloads of files will be free of charge and unlimited, but subject to any agreed traffic charges.

6. GST/Tax - All fees and charges are quoted exclusive of GST and any government taxes.

7. PAYMENT - Payments are due on the last day of each month following the date of establishment, by way of direct credit card debit (or where an offline written agreement exists by direct credit to BrandFM bank account).

8. TERM - This agreement has no fixed term but will continue indefinitely with no end date until a new agreement is made or until either party formally terminates as per clause 9.

9. TERMINATION - Either party may terminate this Agreement at anytime by closing the account using the online account closure form or by giving seven days written notice of termination to the other party. Upon termination by the Customer all Customer information, files, data and backups will be permanently deleted and cannot be recovered once the account is closed. Upon termination by BrandFM, BrandFM will backup the Customers source files and the Customer will be supplied a copy of source files (original uploaded files) on CD or other suitable media.

10. DEFINITIONS

AGENCY means - an organization which contracts with e-see as a Contributor for the purposes of managing third party client data on the facility.

BG means - Brand Guidelines (including brand standards, usage specification and style guides).

BRAND means - a Customers brand or sub-brand. That is any sub-grouping of data under the Customers account.

BRAND ASSET means - a distinct digital file or set of files representing a logo, image, product, photograph, document, template, recording, or other element of brand or marketing material held in the Facility.

CUSTOMER means - an organization or person that contracts with BrandFM and uploads , or has uploaded on their behalf, data to the Facility.

FILE FORMAT means - a file type, i.e. a file created with a particular application or encoded to a certain standard.

FACILITY means - BRANDFM's online brand file and media storage and distribution facility.

INTELLECTUAL PROPRTY includes - any trademarks, trade names, copyrights, patents, ideas, know-how, techniques, skills, inventions or improvements.

MBU means - megabytes used or physical storage space used on facility expressed in megabytes (MB).

MFC means - monthly facility charge

STANDARD FILE FORMAT means - a file type as set out in clause 8.

VARIANT means - version of a Brand Asset. For example, CMYK colour, SPOT colour, Black & White, etc.

PLAN means - the price and functionality option selected by the Customer at sign-up and/or from time to time.

11. SUPPLY OF BRAND ASSETS

11.1 The Customer shall supply to BrandFM, all Brand Assets (files) the Customer wishes to be held in the Facility. The Brand Assets shall be non-corrupted and substantially clear and free of errors, and supplied in a Standard File Format.
11.2 If the Customer modifies its Brand Assets, it shall supply the new versions to BrandFM in a timely fashion.
11.3 The Customer shall bear all costs of creation, redesign and supply of Brand Assets.

12. BRANDFM RIGHTS AND OBLIGATIONS

12.1 BrandFM shall: (a) maintain the Facility and use its best endeavours to ensure an uninterrupted and error-free service; and ensure the Brand Assets are substantially clear, free of errors and usable by end users for the purpose of commercial reproduction to an acceptable standard. (b) BrandFM may permit end users to download the Customers Brand Assets on the terms and conditions set out in the standard User License Agreement.

13. INTELLECTUAL PROPERTY

13.1 BrandFM acknowledges that the Customer retains sole ownership of all rights in and to the Customers's Intellectual Property.
13.2 The Customer acknowledges that BrandFM retains sole ownership of all rights in and to Intellectual Property, and that all rights to any Intellectual Property created or developed in connection with the Facility belong to BrandFM.
13.3 The Customer shall use its best endeavours to ensure that any Brand Assets supplied by the Customer to BrandFM do not infringe the Intellectual Property rights of any third party.
13.4 BrandFM shall use its best endeavours to ensure that any Intellectual Property used by BrandFM in connection with the Facility does not infringe the Intellectual Property rights of any third party.
13.5 BrandFM shall not be liable for any infringement of Intellectual Property rights of any person arising in respect of: (a) the use of any Intellectual Property not provided by BrandFM; (b) the modification of the Facility by any party other than BrandFM; or (c) Brand Assets supplied to BrandFM by or on behalf of the Customer.

14. BRANDFM'S LIABILITY

14.1 The Customer acknowledges that BrandFM does not warrant that the Facility will be uninterrupted or error free and gives no warranty as to the results to be obtained from use of the Brand Assets.
14.2 BrandFM shall not be liable to the Customer for, and the Customer releases and discharges BrandFM from any and all claims and demands in respect of, any loss or damage arising directly or indirectly in connection with this Agreement, the Facility or the use of the Customer's Brand Assets held on the Facility except to the extent to which it is unlawful to exclude such liability.
14.3 If the clause 14.2 exclusion of liability is held to be invalid for any reason, BrandFM's liability for any such loss or damage shall be limited to the Customer's average fee for 1 month based on usage over the previous six months.

15. CONSUMER GUARANTEES ACT EXCLUDED

The Customer acknowledges and agrees that all services it acquires from BrandFM are acquired for the purpose of a business and accordingly the Consumer Guarantees Act 1993 does not apply.

16. TERMINATION

16.1 Either party may terminate this Agreement by completing the online account closure form, or by giving 7 days written notice of termination to the other party, or immediately if the other party breaches any provision of this Agreement or becomes unable to pay its debts as they fall due.
16.2 On termination the Customer shall pay to BrandFM all amounts due for time spent and materials used up to the date of termination, including for support and the use of the Facility by the Customers authorized users, for any charges due in the event of termination by the Customer and BrandFM shall delete from the Facility all of the Customers's Brand Assets.

17. STANDARD FILE FORMATS

Brand Assets to be held on the Facility shall be supplied by the Customer in the following file formats/types: Vector Art:- Adobe Illustrator EPS, AI or PDF; Raster Art:- Adobe Photoshop EPS, PSD or PDF, Non proprietary formats .TIF, .JPG; Documents: Adobe Acrobat PDF, Adobe InDesign ID or PDF. Other formats may be supported.

18. PLANS

18.1. Changes by BrandFM - BrandFM reserves the right to and may adjust plans, features, functionality and pricing at anytime without notice.
18.2 Changes by Customer - The Customer may change Plans at anytime with the understanding that changes may affect the ability to store or access existing data if the new plan has insufficient capacity, or that some functionality may or may not be available in any new Plan. The Customer also acknowledges that it must pay any charges applicable to the previous Plan for any unpaid period prior to the Plan change.

19. NEW ZEALAND LAW APPLIES

BrandFM is located in New Zealand and all services we provide are provided in New Zealand under New Zealand law. You may take action against us only in a New Zealand court. This applies whether you are using the Directory from inside or outside New Zealand.




Privacy Policy

INTRODUCTION

BrandFM is committed to protecting the privacy of personal information you might provide via any BrandFM website. This policy explains how we manage personal information and the security precautions taken.

COLLECTION OF PERSONAL INFORMATION

BrandFM collects information about online customers and other website users, including:

- personal information provided voluntarily when completing forms - website usage information through tracking individual website users' click behaviour - aggregated data, measuring traffic to the websites but not relating to you personally

If you choose not to provide personal information when requested, certain services may not be available to you online. Details including your name, address, email address, telephone number and credit card number may be required in order download, upload or to access certain functionality.

USE OF INFORMATION

BrandFM collects personal information for the following purposes:

- to assist in providing the services you request, including downloads of other people data - to process any communications you request - internal research - to assist our clients audit downloads, views and use of their brands, files and media - to verify your identity and assist you if you forget your login or password details on any websites - any other use that you authorise

DISCLOSURE OF INFORMATION

BrandFM will not sell, or allow third parties access to your information without your approval. However, from time to time BrandFM may disclose information collected to:

- to the owners of the files and Intellectual Property you access, download or send to others.
- government agencies and departments for the purpose of meeting their requirements
- trusted business partners, provided BrandFM has your prior authorisation, to help us process the information for specific projects

Otherwise, your information will not be passed on to any other third party unless it is authorised or required by law. Disclosures may include the transfer of your personal information between countries.

ACCESS TO AND CORRECTION OF INFORMATION

You may request access to and correction of your information, or request BrandFM access and correct your information, at any time. If you have registered as a user, you may access and update your information by logging in with your username and password. You may also unsubscribe from BrandFM's email communications at any time by clicking on the "Unsubscribe" link in every BrandFM bulk email you receive and by changing the Notifcation method in your users Profile. If at any time you are unsure of how to access or correct your information, please contact us.

COOKIES

A cookie is a small text file which BrandFM may put on your computer's hard disk in order to recognise your computer at a later time. A cookie cannot read your hard drive or perform any commands on your computer and does not contain your name, address, telephone number, or email address. You may configure your web browser to not accept cookies, however you may experience a loss of functionality as a result.

BrandFM may use the information collected by cookies to:

- track website usage patterns
- display content more relevant to you, based on information we collect when you visit our websites
- enable you to use certain services on our websites
- assess effectiveness of online advertising campaigns
- assist you with logging on

CONTACT DETAILS

If you have any questions about the privacy and security of your personal information, please contact us.