MMC Website Extended Terms and Conditions of Use
These are the extended terms and conditions ("Extended Terms") of use of the secure section of the Smiffys Trade Multimedia Management Centre ("MMC"). See also the standard terms and conditions.
INTRODUCTION
Smiffy’s currently offers its customers two types of Smiffy’s media resource:
1. the Multimedia Management Centre, currently accessible at /pages/media-management-centre (the "MMC"); and
2. an additional, extended section of the MMC, known as “MMC Extended”, which offers additional types of Media (including category scene shots and theme logos) to selected users.
Use and membership of the MMC is governed by the MMC Terms and Conditions of Use (the “Standard Terms”). The Standard Terms in force as of September 2011 are set out at the Annex to this Agreement. The Standard Terms are subject to variation – please see the Standard Terms for details.
This agreement is the terms of use ("MMC Extended Terms") of the MMC Extended Services. The MMC Extended Terms apply in addition to the Standard Terms. This agreement adopts expressions which are defined in the Standard Terms.
Your attention is drawn to the important information at clauses 2(a), (b) and (c).
AGREED TERMS
1. Licence to use MMC Extended Media
1.1 Smiffy’s grants the User a non-exclusive, limited, non-transferable, royalty-free, revocable, non-sublicensable license (the
1.2 “MMC Extended Media” is any Media made available to the User in the MMC Extended by Smiffy’s, including but not limited to category scene shots (i.e. images created by Smiffy’s of contextual scenes dressed by Smiffy’s to promote Smiffy’s products), theme logos and product catwalk videos.
2. The Conditions
2.1 The MMC Extended Licence is subject to the “Conditions”, which are that:
(a) The MMC Extended Media may only be used in accordance with the “MMC Extended Permitted Uses”, which are:
| Use | |||
| (i) | Reproduction in electronic format on websites owned or operated by the User (but not on marketplace websites such as eBay, Amazon or Alibaba); | ||
| (ii) | Reproduction in electronic or printed format for fixed display within and on the exterior of physical retail premises which are owned or operated by the User and located anywhere in the world other than the United Kingdom or Republic of Ireland; | ||
| (iii) | Reproduction in electronic or printed format in promotional sales literature (including catalogues, leaflets and email messages but excluding above-the-line advertising communications such as television advertising, outdoor advertising (e.g. billboards) and advertising in third party online space) issued or made available by the User anywhere in the world other than the United Kingdom or Republic of Ireland; and | ||
| in each case, the use must be for the purpose of promoting Smiffy's products; | |||
(b) Use of the MMC Extended Media is subject to the “MMC Extended Restrictions”, which are that:
(i) the User shall ensure that use of MMC Extended Media is only in relation to and for the purposes of promoting Smiffy’s products;
(ii) in particular, the User shall ensure:
(A) that no Competing Items appear or are advertised on, over, as part of or alongside MMC Extended Media, for example on the same website page or catalogue page or under a product group banner (whether online or in hard copy such as instore or on a flyer). “Competing Items” are items produced or marketed by a Competitor and which compete directly or indirectly with any Smiffy’s products. A “Competitor” is any business offering products which are in competition with those offered by Smiffy’s; and
(B) that MMC Extended Media is not used to advertise or otherwise promote products of a Competitor;
(iii) the User shall ensure that each use of MMC Extended Media is accompanied by a notice that the MMC Extended Media is used under licence from Smiffy’s; and
(c) the Restrictions (in the Standard Terms) apply mutatis mutandis to MMC Extended Media (i.e. the Restrictions also apply to the MMC Extended as if references to ‘Media’ in the Restrictions were references to ‘MMC Extended Media’). Important: For the purposes of information only, the Restrictions mean that, if the User breaches the MMC Extended Licence, the consequences include the following:
(i) the MMC Extended Licence will be terminated and the User’s access to the MMC and MMC Extended services will be withdrawn (clauses 8.2 and 8.3 of the Standard Terms); and
(ii) (ii) the User will be liable to pay full compensation to Smiffy’s for any loss Smiffy’s suffers as a result of the User’s breach (clause 4 of the Standard Terms).
3. Additional clauses
Clauses 4 to 6, 8, 9 and 11 of the Standard Terms shall apply mutatis mutandis to the MMC Extended (e.g. those clauses shall apply to the MMC Extended as if references to the ‘MMC’ and to ‘Media’ in clauses were references to the ‘MMC Extended’ and to ‘MMC Extended Media’, respectively)