Terms & Conditions of Use for Vodafone Marcomms Site (“Terms and Conditions”)

Welcome to the Vodafone Marcomms advertising management system.

Please read these Terms and Conditions carefully. These are the general Terms and Conditions governing your access to and use of this site (currently at www.vodafonebrand.com) (the “Site”) and the Content available on or through the Site (collectively, the "Services"). If you do not agree with them, you should not proceed any further. By continuing to browse or otherwise use the Services, you agree to be bound by these Terms and Conditions.

Eligibility

• You are permitted to access and use the Services for lawful purposes if you are registered on the Authorisation List for a Vodafone Company.
• You are permitted to access and use the Services for lawful purposes on behalf of and as directed by a Vodafone Company in compliance with these Terms and Conditions if you are registered on the Authorisation List as an Authorised Supplier
• Different levels of authorisation may be granted (i.e. viewing only or viewing and ordering).
• If you wish to confirm whether you are registered on the Authorisation List, please contact: Matthew Gillard, on +44 7766 820803.

Permitted Use

• You undertake that except with the prior written consent of VIML you shall use the Content solely for the lawful purposes of the businesses of the Vodafone Companies. In particular, but without limitation to the foregoing, you must:
  1. comply with any additional restrictions or other requirements in relation to the use of the Content which are or may be set out on this Site (such as private or public sections of the Site, and any pop-up warning boxes that appear in relation to the downloading or use of certain Content) and which reflect the rights which VIML has to use and allow other authorised users to use and exploit the Content;
  2. not display the Content or any part of them in any public area or on a bulletin board or internet site, nor transmit them over the world wide web, (except as permitted by the  copyright document);
  3. not pass on any Content or any information contained in the Content  to any Person which is not a Vodafone Company or an Authorised Supplier;
  4. not use the Content  in any manner which infringes the intellectual property rights or any other right of any licensor of VIML or other third party;
  5. not download or store the Content locally on your PC or other media in a permanent format other than for the permitted purpose. If the same piece of Content is downloaded for a different purpose it should be downloaded again from this website. This is important to ensure that the permission to use such Content has not expired or changed in the meantime and to ensure that no copies of Content are kept beyond the permitted term of use.
  6. not attempt any unauthorised access to any part of the Site nor the Content;
  7. not upload or transmit any materials through the Site except as previously agreed with VIML in writing;
  8. only use the Content in compliance with (i) applicable legislation including without limitation applicable advertising and marketing codes, and (ii) the terms and conditions of any commercial, branding or other agreement between the Vodafone Company and VIML or any other Vodafone Group Company as may be in force from time to time in connection with access to and use of the Content by the Vodafone Company.
• It is your sole responsibility to satisfy yourself prior to using the Content in any way that it is suitable for your purposes and up to date. VIML does not represent or warrant that the Content is accurate, complete or current.
• Except as expressly permitted by these Terms and Conditions or applicable laws, you must not copy, remove, reformat, modify, interfere with, obscure, display, distribute, transmit, publish, licence, create derivative works from, sell or otherwise transfer or make available any Content or other information, products, services or software obtained from the Services or in any way decompile or reverse engineer the software underlying this Site.
• Each registration for access to the Site is for a single user only. You must ensure that any username and password issued to you to access this Site is at all times kept safely and secure and not given to any other person. Responsibility for the security of your username and password rests with you. If you suspect that the password is no longer safe, please immediately contact VIML so that your old password can be invalidated and a new password will be issued.

Intellectual Property Rights

• The logos, trade marks, and other intellectual property or proprietary rights (including any patents, copyright and related rights, database rights, design rights, trade marks, trade names,  service marks (whether any of the foregoing are registered or unregistered and including any applications to protect any of the foregoing), know how and confidential information and all rights or forms of protection of a similar nature existing anywhere in the world) in the Content or which otherwise appear or subsist in the Site are the property of Vodafone, VIML, Vodafone Group Companies or its or their licensors (the “Intellectual Property Rights”). You are only permitted to use the Services  (and any Intellectual Property Rights therein) as expressly authorised by VIML, Vodafone Group Companies or its or their licensors and, in respect of the Content, as described in any applicable copyright document posted together with the Content on the Site.
• Other than as expressly provided in these Terms and Conditions, nothing on this Site or arising from your use of the Content  shall be construed as conferring any licence, consent, permission or other transfer of rights to you of any Intellectual Property Rights, whether by estoppel, implication or otherwise.  Except as expressly set out in these Terms and Conditions, you may not reproduce, modify or in any way commercially exploit or otherwise make available any of the Content.  In particular, you may not without the prior written permission of VIML and the originating advertising agency:
  • redistribute any Content;
  • remove any of the intellectual property or other proprietary notices or otherwise alter the same; or
  • create a database howsoever by downloading and storing all or any Content in any form or media.
  • Any rights not expressly granted in these Terms and Conditions are reserved.

Your responsibilities

• VIML has obtained licences and/or consents to use the Content that is made available for order and/or download from the Site in the territories and on the media specified on this Site, including without limitation in the copyright documentsreferred to in Clause 3.1 above. However, please note that it is the responsibility of each Vodafone Company or Vodafone Partner, where applicable to make all additional payments to writers, composers, artists, performers, music publishers, producers and any other parties who have rights in any of the Content (“Rights Owners”) which may be payable to Rights Owners or to any musicians union, collecting society or performers association under national laws applicable in the territory of the Vodafone Company or Vodafone Partner in connection with the use of such Content.
• By ordering, downloading or using any of the Content from this Site, you, a duly authorised officer of the Vodafone Company or the Authorised Supplier, agree on behalf of the relevant Vodafone Company or Authorised Supplier that it shall indemnify VIML and keep VIML indemnified against, and hold VIML and Vodafone Group Companies free and harmless from, any and all claims, proceedings, liabilities, costs, losses, damages and expenses, including legal fees, suffered or incurred by VIML and/or Vodafone Companiesarising out of or connected with the use of the Content by the Vodafone Company or the Authorised Supplier, or its or their agents, sub-contractors or other representatives acting on its or their behalf, in breach of these Terms and Conditions.
• You are solely responsible for any information submitted to be made available on this Site including, without limitation, ensuring such information is accurate and up-to-date and that it is not misleading and/or likely to mislead or deceive, discriminatory, offensive, obscene, defamatory or otherwise illegal, unlawful nor in breach of any applicable legislation, regulations, guidelines, codes of practice nor an infringement of any intellectual property rights of any person in any jurisdiction provided such use is in accordance with the information set out in the copyright document posted together with such Content.  You are also responsible for ensuring that all information, data and files are free of viruses or other routines or engines that may damage or interfere with any system or data prior to being submitted to this intranet. VIML reserves the right to remove any information supplied by you from the intranet at its sole discretion, at any time and for any reason without being required to give any explanation. You shall be responsible for ensuring that Content is taken down from this intranet as soon as any right to use or display such Content has expired.
• You must not undermine or seek to undermine the security of the Site or any information submitted to or available through it nor seek to access information you are not authorised to access. For example if any Content displayed on the Site is “for viewing only” or “creative work in progress” then such Content shall in no event be used for any purpose other than for viewing on the Site only.
• You must not alter or delete or seek to alter or delete any Content where you do not have the express permission of VIML and the originating advertising agency to do so.
• You must not overload or seek to overload the Site via spamming or flooding, or take any action or use any device, routine or software to crash, delay, damage or otherwise interfere with the operation of the Site or attempt to decipher, disassemble or modify any software, coding or information comprised in the Site.
• You must notify VIML immediately if anyone makes or threatens to make any claim against you relating to your use of the Services.
• In the interests of protecting the integrity of the Services and the authorised users of the Site, you must notify VIML immediately if you suspect that any Services are being compromised or used in an unauthorised way by any other authorised user of the Site or by a suspected unauthorised third party user.

VIML’s liability to you

• VIML reserves the right at any time and without prior notice to you to edit, modify, suspend, terminate access to or remove the Services or to temporarily or permanently withdraw or terminate your access to the Services and may refuse to process any order or download for any reason. VIML will not be liable to you or any third party in such circumstances.
• VIML is under no obligation to make available any specific Content on this Site and any Content posted by VIML is done so at VIML’s sole discretion and may be edited, modified or temporarily or permanently withdrawn by VIML at any time.
• VIML shall use its reasonable endeavours to ensure the maintenance and availability of the Services but availability may be affected by your equipment, communication networks, too many people trying to use the Services at the same time or other causes of interference including without limitation emergency maintenance of the Site which has to be carried out without notice.
• Nothing in these terms and conditions shall limit or exclude VIML’s liability for personal injury or death caused by the negligence or fraud of VIML.
• VIML does not warrant the accuracy or completeness of the information on this Site and VIML does not accept any liability arising from any inaccuracy or omission in any of the information on this Site or any liability in respect of information on this Site supplied by you, any other web site or any other Person.
• The Services are provided on an "as is" and “as available” basis. To the fullest extent permitted by law, all conditions or warranties, representations or other terms of any kind whether express or which may be implied by statute, common law or otherwise or incorporated into these Terms and Conditions by law or otherwise are hereby expressly excluded.
• Due to the inherent risks in using the Internet, VIML cannot be liable for any damage to, or viruses that may infect, your computer equipment or other property when using or browsing the Site, using the Services or when downloading any Content and VIML shall not be liable for any losses, claims, damages, or any punitive, indirect, incidental or consequential loss or damage of any kind (including but not limited to lost profits or lost savings or loss or corruption of data) whether based in contract, tort, strict liability, or otherwise, which arises out of or is in any way connected with (i) any use/ misuse of or inability to use the Services and (ii) any failure or delay in the use or misuse of or inability to use or any non-delivery of any component of the Services even if VIML has been forewarned of such loss or damage.
• VIML shall not be liable to you in any way for loss, damage or delay consequent upon any circumstances beyond its reasonable control including but not limited to computer viruses, Act of God, inclement weather, act or omission of Government or public telephone or telecommunications operators or other competent authority or other party for whom VIML is not responsible.
• Your only remedy under these terms and conditions is to discontinue using the Services.
• VIML may include links to third party websites on this Site. These are provided solely for your convencience. If you use these links, you leave the Site. VIML is not responsible for these websites or their content or availability. VIML does not endorse or make any representations about them or any material found there, or any results that may be obtained from using them. VIML excludes all liability in relation to such third party websites including any content on such third party websites and any statements and expressions made on these website. If you decide to access any of the third party websites linked to the Site, you do so entirely at your own risk. Please note that use of such third party websites may be subject to such third party’s terms and conditions.

Blog

• The Site blog provides you and other users with an online facility with which to communicate ideas, thoughts, comments, research, case studies and related materials regarding the Content and Services featured on the Site and, in particular, for the purpose of discussing the planning and implementation of Vodafone’s social media strategy..
• VIML reserves the right to remove any "off-topic" posts, comments or Content and any posts, comments or Content that it considers in its sole discretion to be offensive, defamatory  or infringing of third party rights, which are made by you, at any time.
• The blog is provided 'as is' and VIML assumes no responsibility for the timeliness, deletion, incorrect display or failure to store any Content posted to or on the blog. VIML reserves the right to alter, suspend or discontinue the blog at any time and for any reason
• You consent to all Content which you post on the blog being displayed on the blog as well as being used and retained by VIML. You agree to grant VIML a perpetual, irrevocable, royalty-free, world-wide sub-licensable licence to reproduce, transfer, license, modify, adapt and/or publish any Content posted by you on the blog. You further agree to waiver any moral rights that arise in the Content.
• You are responsible for all Content which you post on the Site, and you certify that you own all the Intellectual Property Rights in Your Content. You agree to indemnify VIML, Vodafone and all Vodafone Group Companies against any claim we receive due to Content which you post on the Site and in respect of all losses, damages and expenses suffered or incurred by VIML, Vodafone and all Vodafone Group Companies due to your posting of Content on the Site.
• You read and post Content on the Site entirely at your own risk. VIML is not responsible for and does not endorse any Content on the blog. You understand that by using the blog you may be exposed to Content that is offensive, defamatory, indecent or objectionable. VIML does not generally (and is not required to) monitor or edit the ways in which you or others use the blog or the Content which is placed on the blog. However, VIML reserves the right to edit, bar or remove any Content on or from the blog at any time as it believes to be necessary in order to prevent any breach of these Terms and Conditions or any breach of applicable laws or regulations or the Site blogging policy.
• VIML reserves the right to suspend or terminate your use of the blog for any reason at its sole discretion.

General

• VIML reserves the right to revise these Terms and Conditions at any time. By continuing to use the Services you will be deemed to have accepted the revised Terms and Conditions.  It is your responsibility to check periodically to ensure that you have read the most current version.
• You acknowledge and agree that by accepting these Terms and Conditions you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to these terms and conditions or not) other than as expressly set out in these terms and conditions as a warranty. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
• A person who is not a party to these terms and conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any provision of these terms and conditions. These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the English courts. 
• If any provision of these terms and conditions is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

Definitions

• “Authorised Supplier” means an approved supplier of any of the Vodafone Group Companies or Vodafone Partners.
• “Content” means all content, data, materials and information available to view, order and download from the Site for use and exploitation by authorised users in the territory and on the media specified including, without limitation, any and all images, logos, pictures, photographs, text, games, software, video, music, sound or graphics files and any other advertising, promotional or other marketing materials available on the Site.
• “Person” shall include any corporation, limited liability company, partnership, limited liability partnership, joint venture, joint stock company, trust, estate, company and association, whether organised for profit or otherwise.
• “VIML” means Vodafone Ireland Marketing Limited.
• “Vodafone” means Vodafone Group Plc.
• “Vodafone Company” means Vodafone Group Companies and Vodafone Partners.
• “Vodafone Group Company” means any person operating a mobile telecommunications business in respect of which Vodafone owns, directly or indirectly, 15 per cent or more of the issued share capital.
•  “Vodafone Partner” means a person operating a mobile telecommunications business outside the Vodafone Group with which (i) Vodafone (or a subsidiary of Vodafone) has in place a co-operation agreement in relation to, inter alia, the implementation of certain mobile telecommunications products and services and (ii) Vodafone (or a subsidiary of Vodafone) has in place a brand licence agreement in relation to, inter alia, the branding of such mobile telecommunications products and services.