Media partnership terms and conditions

When you and we agree to collaborate in relation to promotion-related marketing and other commercial activities, our agreement will be subject to the terms and conditions below (the ‘Media Partnership Terms’).

1. Scope of these Media Partnership Terms

a. These Media Partnership Terms govern our agreement to collaborate in relation to the promotion-related marketing and other commercial activities defined on the relevant proposal (which for the purposes of this Agreement will be deemed to be the Order Form) (the ‘Co-operative Marketing Program’).

b. Each party’s specific responsibilities in relation to the Co-Operative Marketing Program are set out on the Order Form.

2. Services and Payment

a. Each party will carry out its obligations set out in the Order Form and will do so within the timeframes set out on the Order Form.

b. Each party will notify the other in writing of the identity of its nominated representative who will manage the Co-operative Marketing Program on behalf of that party.

c. The parties acknowledge and agree that the performance of their mutual obligations in respect of this Media Partnership Service Line will constitute sufficient and valuable consideration for the purposes of this Media Partnership Service Line element of this Agreement, and that neither party will make any claim for payment or other financial compensation from the other party, other than is expressly permitted under this Agreement.

d. Each party will be responsible for any and all expenses it incurs in connection with its performance of this Media Partnership Service Line, unless otherwise expressly provided herein.

3. Marks and Copyright Materials

a. Each party grants to the other party a limited licence to use the first party’s:

i. trademarks, trade names, service marks, commercial symbols, slogans, trade dress or logos, domain names (the ‘Marks’); and

ii. non-confidential marketing materials of any kind, which may contain text, content, graphics, images, logos, Marks and icons, including content used or displayed on websites (‘Copyright Materials’);

in each case as specified on the Order Form, for the limited purpose of the latter party’s proper participation in the Cooperative Marketing Program.

b. The permission granted in clause 3(a) above is subject to:

i. the latter party obtaining the prior written consent of an authorised signatory of the first party for the publication of each communication incorporating the first party’s Marks or Copyright Materials;

ii. the proposed use of either party’s Marks complying with that party’s brand guidelines as published from time-to-time; and

iii. the latter party including in any materials incorporating the first party’s Marks or Copyright Materials such copyright, trademark and other proprietary rights notices as the first party may reasonably specify.

c. Each party acknowledges that its limited permission to use any of the other party’s Marks does not constitute a quality assurance guarantee or endorsement by or from the other party either as to that party or its products or services and agrees that it will not make any statement or represent to such effect. Without limiting the foregoing, unless expressly agreed otherwise in writing by the parties, each party will cease all use of the other party’s Marks and Copyright Materials upon conclusion or termination of the Co-operative Marketing Program for which such use was approved or upon termination or expiration of this Agreement whichever occurs earlier or as otherwise on request by the first party.

d. Each party represents and warrants that it does not and will not use the other party’s Marks (or any part thereof), or create any co-branded Mark or any Mark confusingly similar with the other party’s Mark, as a feature or design element of another mark except as expressly authorised or approved in writing by the other party.

e. Each party reserves the right to terminate immediately the other party’s use of any of its Mark or Copyright Materials by giving written notice to the other party where it has reasonable cause to believe that the other party has breached the terms of this Agreement.

f. Nothing in this Agreement will have the effect of transferring any right, title or interest in or to either party’s Marks or Copyright Materials or of creating any right, title or interest in those Marks or Copyright Materials that did not otherwise exist as at the effective date of this Agreement. All goodwill associated with the use of the Marks and Copyright Materials of a party will inure to the benefit of that party.

g. Subject to clause 3(f) above, each party will retain ownership of the materials it creates during its participation in the Cooperative Marketing Program and all intellectual property rights therein.

h. Except as expressly provided in this Agreement, each party’s Marks and Copyright Materials are provided on an ‘as is’ basis without warranties or conditions or any kind. Each party disclaims all warranties and conditions, either express or implied, statutory or otherwise, including the implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose and those arising by customer or usage of trade.

4. Marketing Restrictions

a. Neither party may in any way suggest or imply through use of the other’s Copyright Materials or Marks or otherwise that its products or services or any of its websites are affiliated with, endorsed, or sponsored by or created in association with, the other party.

b. Upon any termination or expiration of this Media Partnership Service Line, or upon the request of a party, each party will within thirty (30) days from the date of termination, expiration or request cease its use of the other party’s Copyright Materials and Marks. That party will return or destroy any copies of the other party’s Copyright Materials and Marks in any form or format, including copies stored on computer storage devices, and will on request provide a written statement certifying that it has done so.

c. Each party agrees that it will:

i. not engage in deceptive, misleading, illegal, or unethical practices that may be detrimental to the other party or the other party’s products or services;

ii. ensure that any representations that it makes about the other party’s products or services will be fair and accurate;

iii. not make any representations, warranties, or guarantees to end users concerning the other party’s products and services without the other party’s prior express written authorisation; and

iv. not make any representations, warranties, or guarantees beyond the exact scope of any representations, warranties or guarantees specifically authorised by the other party in writing, or make any representations, warranties, conditions or guarantees to end users that the other party specifically precludes.

5. Termination

a. Either party may terminate this Media Partnership Service Line for any reason and at any time by thirty (30) days’ written notice to the other party.

6. Liability

a. With the exception of a breach of that party’s obligations under clause 4 or clause 5 of these Media Partnership Terms, or a misappropriation by that party of the other party’s Marks, Copyright Materials or other intellectual property or other proprietary rights, and subject to clause 11(a) of the General Terms of Business, neither party will have any liability to the other arising out of or in connection with this Media Partnership Service Line.

b. The exclusion set out in clause 6(a) above will apply to each party and its affiliated companies as well as such affiliated companies’ directors, officers, employees and independent contractors.

7. General

a. Neither party is entitled to share in nor has any claim to any subscription, advertising or other revenues the other may realise in connection with the other party’s website or other marketing activities except as expressly agreed in writing.

b. Except as expressly stated in this Agreement, neither party has made or relied on any warranties or representations (express or implied by operation of law or otherwise) regarding the scope, duration or success of the Co-Operative Marketing Partnership.