Terms of Use

Agreement between a Brandkit Customer and their Brandkit account end users
 (Not to be confused with Terms of Service - an agreement between Brandkit and the Brandkit Customer) 

 

This is the default Terms of Use applied to all new Brandkit accounts.
Customers may edit and/or provide their own custom Terms of Use.

Brandkit Terms of Use

Introduction

This Site is provided by [ Account Legal Name ]. This Site provides access to, and use of, digital Assets by registered users for the authorised purposes as stated on this Site only.

The following Terms of Use form a contract between you and [ Account Legal Name ] for your use of this Site and any assets you download or share from this Site (Terms).

[ Account Legal Name ] may revise these Terms any any time. Any changes to these Terms will be displayed on this website.

Definitions

  • Asset - means a digital file stored in the Brandkit platform (this Site).
  • Brandkit - means the E-see International Ltd, the provider of the Brandkit Platform.
  • Brandkit Platform - means the Brandkit software, storage service, designs, processes, intellectual property and multiple public facing web portals (such as this Site), operated by Brandkit.
  • Site - means this website.

Privacy

Where we collect personal information about you as a result of your accessing or using this Site, our Privacy Policy will apply to that information. Accordingly, these terms of use must be read together with our Privacy Policy.

Your use of this Site

You agree not to use this Site for any purpose that is unlawful or to engage in any conduct that may impair or cause damage to the operation of this Site whether by way of a virus, corrupted file, or through any other means.

Furthermore you agree not to alter, modify, reproduce, communicate to the public, or otherwise deal with the content, software, text, graphics, layout or design of this Site except in accordance with these Terms of use.

Your account

In order to access certain information, features, or services offered on this Site, you must create an account. To create your account, you must (among other things) complete your account registration details in the manner described on this Site (including providing your email address and and a password, which we will use to verify your identity when you use this Site). You must ensure that your account registration details are complete and accurate when submitted to us, certify that the information that you have given is true and correct, and you keep your account registration details up-to-date. We may at our discretion (at any time and without notice to you) suspend or terminate your account, your ability to use all or part of this Site, or your ability to use any information, features, or services available through this Site.

Your email address and password

Your account registration details (including your email address password) are personal to you. You must always maintain the confidentiality of your password and not disclose it to any third party. You agree that you are solely responsible for any use of this Site by any person using your email address and password and you agree to indemnify us against any claims arising out of your failure to maintain the confidentiality of your email address or password. You agree to not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

We will not be liable for any loss that you may incur as a result of someone else using your password or account (whether with or without your knowledge). You agree to notify us immediately of any unauthorised use of your account or any other breach of security.

Asset download form and Licence Terms

In order to access, download or use ‘Assets’ through this Site, you must complete the Asset Download Form and agree to the relevant Licence Terms according to each asset.

To complete an Asset Download Form, you must (among other things) complete the details in the manner described on this Site (including specifying your intended use of the relevant Assets). You must ensure the details provided in the Asset Download Form are complete and accurate when submitted to us, and certify that the information that you have given is true and correct.

User content

This Site may from time to time enable you and other users to submit content and other user-supplied content (‘user content’). You must ensure that you have all necessary rights (including appropriate licences) to submit or supply the user content to this Site.

By creating, modifying, transmitting, uploading, or submitting any user content, you:

  1. grant us a non-exclusive, royalty-free, fully paid, worldwide, perpetual, irrevocable, licence to publicly display, communicate to the public, and make the user content available (by all means and in any media now known or hereafter developed) to other users of this Site and other users of our services in such manner as we may permit from time to time; and
  2. acknowledge and agree that no royalties or other remuneration will be paid or payable to you for your user content, or for the granting of the rights described above.

You are solely responsible for the user content that you make available through the Site. You represent and warrant that any user content you make available:

  1. does not infringe any copyright, privacy right, or any other right of any third party; and
  2. does not contain any matter that is defamatory, offensive, unlawful or that may damage the reputation of Brandkit or the owners or creators of any of the Assets used..

You agree to fully indemnify and hold harmless both [ Account Legal Name] and Brandkit, and for both, its officers, directors, shareholders, employees, consultants, agents, and related bodies corporate from any and all third-party claims, liability, damages, and costs (including reasonable lawyers’ fees) arising from your actions or the user content that you make available.

We have no obligation to you to make this Site or any user content or Assets available. [ Account Legal Name ] or Brandkit may in its absolute discretion, remove any user content or Assets at any time. We may at any time edit, refuse to display, or remove any part of this System (including your user content) as we deem appropriate.

Intellectual Property

The materials displayed on this Site are protected by copyright and other laws of New Zealand, and under similar laws and international conventions abroad. Unless otherwise stated, copyright and other property rights in all material published or available on this Site, including the text, graphics, illustrations, artwork, video, music, logos, icons, sound recordings, layout, designs, source code, computer programs and software, audio, visual elements and Assets shall belong to us or to our licensors (together, ‘our intellectual property’).

Except as expressly permitted in the Licence Terms beside each asset, or with our prior written permission, you may not in any form or by any means:

  1. use, copy, modify, adapt, reproduce, store, distribute, print, display, perform, publish, communicate, transmit, or otherwise deal in any way with our intellectual property; or
  2. commercialise any information, products or services obtained from any part of this Site.

The software which operates this Site is proprietary software and you are not permitted to use it except as expressly allowed under these terms of use. Any other use or purported licensing, modification, enhancement, or interference is strictly prohibited.

Trade marks

The name and logo's of [ Account Legal Name ] and all trade marks appearing on this Site belong to us, our suppliers, our customers, our affiliates, or our licensors. You must not use or reproduce or allow anyone to use or reproduce those trade marks for any reason without our prior written permission in each case.

Feedback and unsolicited submissions

If you give us feedback about this Site or our services or Assets we may use that feedback for the purpose of improving our Site, our services or Assets (and for any other purpose we deem necessary or desirable) without being obliged to pay you any compensation. If you do send us unsolicited ideas:

  1. they will be treated as ‘user content’ in accordance with these terms of use;
  2. they will be deemed to be non-confidential; and
  3. we will not be required to provide any acknowledgement of their source.

Electronic communications

You consent to receiving communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree to be bound by any agreement reached through electronic communications in terms of the Electronic Transactions Act 2002. You consent to receiving electronic messages and information sent by us (or on our behalf) for any purposes described in our Privacy Policy or otherwise disclosed to you. You agree, pursuant to section 11(2) of the Unsolicited Electronic Messages Act 2007, that the person sending any such message need not include a functional unsubscribe facility in that message.

Disclaimers

While we endeavor to ensure that the accuracy of information available through this Site and that the content of this Site is free from errors, we do not give any warranty or other assurance as to the content of material available on or through this System, its accuracy, operation, quality, functionality, completeness, timeliness or suitability for any particular purpose.

To the maximum extent permitted by law, and subject to any agreement we have with you that provides to the contrary, we provide this Site and all Assets, material, information, and services on an "as is" basis without any warranties, representations, or guarantees of any kind (whether, express, implied, statutory or otherwise) including, but not limited to, warranties of non-infringement, merchantability, or fitness for a particular purpose.

You acknowledge that if you rely on this Site or any Assets or other material available through this Site, you do so solely at your own risk.

The views expressed in any third party material (including the Assets) or user content on or available through this Site are not necessarily the views of [ Account Legal Name ] or Brandkit, and we expressly disclaim all responsibility for any third party material or user content on or available through this Site.

These terms of use shall not limit or restrict any right you may have under New Zealand law, including the Consumer Guarantees Act 1993, if it is applicable. However, if you are using any of our services for business purposes, you agree that to the maximum extent permitted by law no guarantees and remedies provided under the Consumer Guarantees Act 1993 shall apply to those services.

If any provision of these terms of use is held to be invalid or unenforceable for any reason, the remaining provisions shall, to the maximum extent possible, remain in full force and effect.

Liability and indemnity

To the maximum extent permitted by law, neither [ Account Legal Name ], Brandkit or our suppliers will, under any circumstances, be liable (in tort, contract or otherwise) for any loss of profits, or any indirect, incidental, consequential, or economic damages or losses (howsoever caused), which you may directly or indirectly suffer in connection with:

  1. your use of, or inability to use, the Site or any material available on or through the System;
  2. any action or decision taken as a result of using this Site, or any material available on or through the Site.

If the limitation of liability in the previous paragraph is held to be invalid in whole or in part, then our maximum aggregate liability to you for all damages, costs, and expense (other than for any damage, cost and expense that cannot be limited at law) will not exceed the amount of one New Zealand dollar (NZD$1.00).

You agree to indemnify, defend, and hold harmless both [ Account Legal Name ] and Brandkit, and for both, its officers, directors, shareholders, employees, consultants, licensors, agents, and related bodies corporate from any and all third-party claims, liability, damages, and costs (including reasonable lawyers' fees) arising from your use of, or reliance on, this Site or any material available on or through this Site (including the Assets), your failure to comply with these terms and conditions, or from your violation of any applicable law.

Availability

Your use of this Site and any associated services may sometimes be subject to interruption, unavailability, restriction, or delay. Due to the nature of the Internet and electronic communications, we (and our service providers) do not make any warranty that this Site or any associated services will be error free, without interruption or delay, or free from defects. We will not be liable to you should this Site or the services supplied through this Site become unavailable, interrupted, restricted or delayed for any reason.

Hyperlinks

This Site may contain hyperlinks to third party websites (‘external hyperlinks’). External hyperlinks are provided for your convenience only and may not remain current or be maintained. We make no endorsement of, and accept no responsibility for, any content accessible through any external hyperlink. We will not be liable for any damages or loss arising in any way out of or in connection with or incidental to any information or service provided by any third party. You are responsible for complying with any terms and conditions imposed by third party websites.

Malicious code

Although we endeavour to prevent the introduction of viruses or other malicious code (together, ‘malicious code’) to this Site, we do not guarantee or warrant that this Site, or any material available on or through it, does not contain malicious code. We will not be liable for any damages or harm attributable to malicious code. You are responsible for ensuring that the process that you employ for accessing this Site does not expose your computer system to the risk of interference or damage from malicious code.

Security

Although we endeavour to protect the security of your personal information you acknowledge that there is a risk of unauthorised access to (or alteration of) your transmissions or data or of the information contained on your computer system or on this Site. We do not accept responsibility or liability of any nature for any losses that you may sustain as a result of such unauthorised access or alteration. All information transmitted to you or from you is transmitted at your risk, and you assume all responsibility and risks arising in relation to your use of this Site and the Internet. We do not accept responsibility for any interference or damage to your own computer system which may arise in connection with your accessing of this Site or any external hyperlink.

Changes

We reserve the right to add to, modify, suspend, or remove this Site or any information, feature, specification, or other part of this Site (at any time and without notice to you). We reserve the right to change these terms of use from time to time. You should review the terms of use periodically against the asset you have downloaded. By continuing to access or use this Site following such publication you agree to be bound by the terms of use.

Applicable laws

This Site is controlled and operated by us, from offices within New Zealand. Details contained on this Site have been prepared in accordance with New Zealand law and may not satisfy the laws of any other country. We make no representations or warranties as to whether or not the information available from this Site is appropriate in other countries. If you choose to access this Site from outside New Zealand you are responsible for compliance with applicable local law.

Governing law

These terms of use (and any contracts between you and us which arise through your use of this Site) shall be governed by the laws of New Zealand and the courts of New Zealand shall have non-exclusive jurisdiction to hear and determine any dispute arising in relation to these terms of use (and any contracts between you and us which arise through your use of this Site).


These terms of use were last updated on 31 March 2016.

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