Sākumlapa  Terms and Conditions

Terms and Conditions

RYOBI® Authorised Retailer Event

Terms and Conditions[CB1] 

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS PLATFORM OR ATTENDING THE EVENT

 

WHAT'S IN THESE TERMS?

 

 

https://www.ryobitools.eu/authorised-retailer/ is the Website on which the Event Platform is operated by Techtronic Industries EMEA Limited ("We", "Us", "Our").  References to We, Us or Our will include our respective agents, employees, affiliates, successors and assigns.

 

We are registered in England and Wales under company number 07722861 and have our registered office at 3 Fieldhouse Lane, Marlow, England, SL7 1HZ.

 

We are a limited company.

 

To contact us, please contact your local RYOBI® representative.

 

Definitions appearing in these Terms

 

"Affiliate" means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time;

 

"Agreement" means the Event Application to which these Terms relate and all proper amendments, supplements and addenda to these Terms and/or the Event Application in effect from time to time;

 

"control" means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled shall be construed accordingly.

 

“Event” means the virtual event identified on the Event Application or otherwise described on our Website or other marketing material provided by Us from time to time;

 

"Event Application" means the online form which the Event Participant completed and submitted confirming its participation in the Event, the invitation sent to the Event Participant to participate in the Event or any other registration document on which your details are recorded.  Any references to You or Your in this Agreement will constitute the Event Participant and/or the organisation that that Event Participant represents;

 

“Event Participant” means the applicant identified on the Event Application;

 

"Event Platform” means the operating system environment on which the Event is held on the Website;

 

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; and

 

“Website” means the Event website made available by Us on which the Event will take place via the Platform.

 

BY EITHER:

 

  •  CLICKING ON THE "I ACCEPT" BOX; AND/OR
  •  USING THE WEBSITE AND THE EVENT PLATFORM; AND/OR
  •  ATTENDING THE EVENT

 

YOU CONFIRM FOR YOU AND YOUR EVENT PARTICIPANT THAT YOU ACCEPT THESE TERMS.

 

 

If the Event Participant does not agree to these Terms, it must not submit the Event Application and or attempt to use or access the Website, Event Platform or attend the Event.

 

We recommend that the Event Participant prints a copy of these terms for future reference.

 

THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

 

These Terms refer to the following additional terms, which also apply to your use of our Website, the Event Platform and access to the Event:

 

Our Privacy Statement[…][CB2] [DJL3] [CB4] [DJL5] .

See further under How we may use your personal information.

                                                                                                     

Our Acceptable Use Policy set out at the end of these Terms as Exhibit A which sets out the permitted uses and prohibited uses of our Website, the Event Platform and the Event. When using our Website, Event Platform and accessing the Event, you must comply with this Acceptable Use Policy.

 

Our Cookie Policy https://uk.ryobitools.eu/footer-links/cookie-policy/  which sets out information about the cookies on our Website.

 

WE MAY MAKE CHANGES TO THESE TERMS

 

We amend these Terms from time to time. When using or accessing the Website, Event Platform or an Event the Event Participant must comply with the Terms that apply at that time.

 

WE MAY MAKE CHANGES TO OUR WEBSITE, EVENT PLATFORM OR THE EVENT

 

We may update and change our Website, the Event Platform or features of the Event from time to time to reflect changes to products, exhibitors, timings or our users' or other participants' needs and our business priorities. We will use reasonable endeavours to give the Event Participant reasonable notice of any major changes.

 

WE MAY SUSPEND OR WITHDRAW OUR WEBSITE, EVENT PLATFORM or Event

 

We do not guarantee that our Website, the Event Platform or access to the Event or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website, the Event Platform or access to the Event (or any part of them) for business and operational reasons. We will use reasonable endeavours to give the Event Participant reasonable notice of any suspension or withdrawal.

 

The Event Participant is also responsible for ensuring that all persons who access our Website, Event Platform and the Event through the Event Participant's internet connection or remote working platform are aware of these Terms and other applicable terms and conditions, and that they comply with them. The Event Participant shall be wholly responsible for the acts and/or omissions of any of its employee, agent or subcontractor attending or participating in the Event and accessing it through the Website and Event Platform.

 

WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

 

We may transfer our rights and obligations under these Terms. We will always tell you in writing if this happens and use reasonable endeavours to ensure that the transfer will not affect your rights under the Agreement.

 

 

Event participants MUST KEEP their ACCOUNT and log in DETAILS SAFE

 

If the Event Participant (or any of its users) chooses, or it is provided with, a user identification code, password or any other piece of information as part of Our security procedures, the Event Participant must (and procure that its users must) treat such information as confidential. The Event Participant and its users must not disclose any user identification, password or any other security information to any third party.

 

We have the right (without liability) to disable any user identification code or password, whether chosen by the Event Participant and or any of its users or allocated by Us, at any time, if in Our reasonable opinion the Event Participant or any of its users have failed to comply with any of the provisions of these Terms.  The Event Participant shall remain liable to Us for any act or omission or any breach of these Terms for anyone using the Event Participant's or its users' identification codes or passwords unless and until the Event Participant has notified Us that such materials have been compromised, lost or stolen.

 

If the Event Participant knows or suspects that anyone other than the Event Participant or its authorised users knows or has access to their allocated or respective user identification code or password, the Event Participant must promptly contact your local RYOBI® representative[CB6] .

 

EVENT PARTICIPATION AND CONDUCT

 

The Event Application or any registration document provided to you by Us for the Event, when properly submitted by the Event Participant and confirmed by Us (either by email or by providing you with access to the Event), shall constitute a valid and binding agreement for the Event Participant to participate in the Event and access the Event using the Event Platform and Website. We reserve the right to interpret this Agreement and to adopt further regulations as may be deemed reasonably necessary by it for the general success of the Event, including (without limitation) the conditions, rules and regulations stated in these Terms and the the Event Participant agrees to be bound thereby.

 

The Event Application and these Terms shall prevail and take precedence over all other documentation in respect of the Event and any booking request or terms and conditions submitted by the Event Participation shall not apply.

 

We, in Our sole discretion, determine whether a prospective supplier or delegate is eligible to participate in the Event and reserve the right to accept or refuse any Event Application for participation in the Event in Our sole discretion.

 

We may during the course of the Event run independent one-off trials of our products or similar products from other suppliers or vendors.  These may be live streamed events or pre-recorded video sections.  Where comparisons are made as to the performance of products during those events they are made on a one-off basis and will be described as such prior to or during the event. 

 

PAYMENT/PRICING

 

This Event is available for You free of charge upon our invite.

 

 

CANCELLATION

 

  1. We may cancel all or part of the Event for any reason, in Our sole discretion.

 

  1. If the Event is cancelled by Us in its entirety, this Agreement shall terminate and the Event Participant waives all claims it might have against Us for damages or expenses.

 

  1. Any termination or withdrawal by the Event Participant from the Event will result in the loss of the Event Participant’s rights under this Agreement, including (without limitation) the right to present speakers at, or participate in the Event.  If the Event Participant breaches any of the representations, warranties, covenants, terms or conditions set out in these Terms the Event Participant shall be deemed in material default, and We shall have the right to terminate this Agreement upon notice reserving any and all rights under law.

 

 

EVENT AND TIMINGS

 

  1. We are responsible for the development and establishment of the Event, the Website and the Event Platform. We shall use Our reasonable endeavours to conduct and promote the Event on the specified dates. The Event Participant acknowledges and agrees that We may re-name the Event or change the dates on which it is held, without the consent of the Event Participant, in which case: the Event Participant will be notified of such change.

 

  1. We shall have sole control over Event admission policies at all times.

 

 

  1. The Event Participant represents and warrants to Us that the Event Participant will not undertake to create or introduce (or knowingly permit any such creation of introduction) into the Event, the Website, the Event Platform or any part thereof any known spyware, virus, Trojan horse, logic bomb or other destructive or contaminating program ("Virus"). In addition the Event Participant must ensure that any file or program uploaded to (or used to access) the Event, Website or Event Platform is checked for Viruses with an up-to-date reputable virus checking solution before interacting with the Event, Website or Event Platform and not transmitted or enabled if a Virus is found.

 

  1. The Event Participant must report promptly any error in or disruption to the Event and in any event within forty-eight (48) hours of its occurrence. The Event Participant's sole remedy for an error or disruption to the Event shall be for Us to correct any errors as soon as reasonably practicable and if there has been any disruption to the Event for a period of 24 hours to rerun the Event (or part of the Event) for an equivalent period.

 

  1. The Event Participant understands and acknowledges that other Internet sites, applications or other digital platforms may host or otherwise be linked from the Website, Event Platform or Event and that such other Internet sites may contain privacy provisions that differ from Our Privacy Policy. The Event Participant further acknowledges and agrees that it will review the privacy statements of these other linked sites, applications, or other digital platforms and take appropriate action and advice in respect of the same.  We do not accept or assume any liability in respect of any of such linked sites.

 

  1. The Event Participant must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists.

 

  1. The access to the Event is by invitation only and completing the Event Application or via any other formal method of registration that we apply from time to time.  The Event Participant must not establish a link to Our Website, Event Platform or the Event in any way not envisaged under these Terms or permitted by Us in writing.

 

  1. The Website, Event Platform and/or Event must not be framed on any other site.

 

HOW YOU CAN USE MATERIAL ON THE WEBSITE

 

  1. Save in respect of the Event Participant Content (if applicable) and similar content from other Event participants We are the owner or the licensee of all Intellectual Property Rights on Our Website, the Event Platform and at the Event and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

 

  1. The Event Participant may draw the attention of others within its organisation to the content posted on our Website or Event Platform for information purposes and to ensure compliance with these Terms.

 

  1. The Event Participant (and procure that its employees, agents and/or subcontractors) must not modify any paper or digital copies of any materials it has downloaded or printed off in any way, and the Event Participant must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text indicating Our (or our licensors) ownership.  You may be permitted in certain areas of Our Website to download and use certain digital assets to promote our products and services (Digital Assets) – by downloading any Digital Assets you agree to comply with our separate WebImage terms and conditions set out at the end of these Terms as Exhibit B.

 

  1. Our status (and that of any identified contributors) as the authors of content on our Website, Event Platform and at the Event must always be acknowledged.

 

  1. Subject to the express provision above in respect of the Digital Assets the Event Participant must not use any part of the content on our Website, Event Platform and at the Event for commercial purposes without obtaining a licence to do so from Us or Our licensors.

 

  1. If the Event Participant (including its employees, agents or subcontractors) print off, copy or download or otherwise carry out any activity with regard to the same in respect of any part of Our Website, the Event Platform or the Event in breach of these Terms, the Event Participant's right to use Our Website, the Event Platform or the Event will cease immediately and the Event Participant must, at our option, return or destroy any copies of the materials the Event Participant has made.

 

OTHER EVENT PARTICIPANT OR USER CONTENT

 

The Website, Event Platform or Event may include information and materials uploaded by other users or Event participants of the Website, Event Platform or Event including to bulletin boards and chat rooms or live video segments. This information and these materials have not been verified or approved by Us. The views expressed by other users or Event participants on Our Website, Event Platform or in the Event itself do not represent our views or values.

 

If Event Participant wishes to complain about content uploaded by other users or Event participants, it should contact your local RYOBI® representative.

 

OUR LIABILITY

 

  1. We exclude all implied conditions, warranties, representations or other terms that may apply to Our Website, the Event Platform or the Event or any content on it.

 

  1. We will not be liable to the Event Participant for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

 

  1. use of, or inability to use, our Website, the Event Platform or the Event; or

 

  1. use of or reliance on any content displayed on Our Website, the Event Platform or at the Event.

 

  1. In particular, We will not be liable for:

 

  1. loss of profits, sales, business, or revenue;
  2. business interruption;
  3. loss of or the corruption of any data;
  4. loss of anticipated savings;
  5. loss of business opportunity, goodwill or reputation; or
  6. any indirect or consequential loss or damage.

 

HOW WE MAY USE PERSONAL INFORMATION

 

We will only use the Event Participant's (including its users) personal information as set out in our Privacy Policy.

 

By providing Us the e-mail addresses set out in the Event Application, Event Participant hereby consents to receiving unsolicited commercial e-mail messages from Us, and Our Affiliates in respect of similar events to the Event in the future.

 

WARRANTIES AND INDEMNITIES

 

If the Event Participant, or any of its agents, employees, or subcontractors (a) is alleged to have committed any act or omission, directly or through one or more of its officers, directors, employees, agents or representatives, constituting negligence or wilful misconduct relating to its performance under this Agreement or participation in the Event; or (b) breaches any of its obligations, representations, warranties or covenants in this Agreement; (c) breaches or  allegedly breaches any applicable law; or (d) provides to Us any materials or Content or undertakes any activity in the Event that causes Us to infringe (or have a claim for infringement made against Us in respect of) any Intellectual Property Rights of any third party, then the Event Participant shall indemnify and keep Us and Our Affiliates and Our subcontractors, and their respective officers, directors, employees, agents, affiliates and attorneys, and their respective service contractors, successors and assigns (each, an "Indemnified Party”), from and against any judgment, loss, damage, cost, or expense, and other liabilities, together with all reasonable costs and expenses related thereto, including (without limitation) reasonable legal and accounting fees and expenses. The covenants contained in this paragraph shall be continuing and shall survive the expiration or termination of this Agreement.

 

FORCE MAJEURE

 

We will not be liable for any failure or delay in fulfilling or performing any term of this Agreement if due to any cause beyond its control, including (without limitation) acts of God; flood, fire, earthquake, explosion or other casualty; war or insurrections, terrorist acts or threats of terrorism, acts of domestic or foreign enemies, riot or other civil unrest; labour dispute, work stoppages or slowdowns, strikes or specific threat of strikes, picketing, or other industrial disturbances; government law, regulation or order (including governmental advisories, quarantines and curfews) or travel advisory, or action by any governmental authority; an act, event or occurrence creating a significant risk to the anticipated attendees’ health or safety; epidemics, pandemics, or any other threat or fear of any infectious or communicable disease in humans, including (without limitation) the current or any future outbreak of the novel coronavirus (COVID-19), whether actual or perceived, without requiring the issuance of any travel advisory or warning, or the imposition of quarantine or restriction in movement of people by any government authority or national or international body or agency of any government in connection with, or related to any infectious or communicable disease in humans; or postponement or cancellation of the Event. We will, however, in the event of not being able to hold the Event for any such reason, reimburse the Event Participant for no more than a prorated amount of the aggregate fees received after deducting expenses incurred and to be incurred by Us (e.g., development costs, marketing and advertising, salaries, operating costs) but in no case shall the amount of the refund exceed the amount of the Event Participant fees paid.

 

 

WHICH COUNTRY'S LAWS APPLY TO DISPUTES?

 

These Terms their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We and the Event Participant both agree to the exclusive jurisdiction of the courts of England and Wales.  Where there is any dispute or conflict between the English language terms and that of any other language the provisions of the English language terms shall take precedence.

 

GENERAL

 

  1. The Event Participant shall remain responsible for obtaining any licenses, permits, consents or approvals required under any applicable law to its participation in, and activity at the Event.

 

  1. This Agreement cannot be assigned by the Event Participant, in whole or in part, without Our prior written approval. We may assign this Agreement without the Event Participant's consent.

 

  1. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement shall not constitute a waiver of such provisions or the right of such party to enforce each and every provision.

 

  1. This Agreement shall constitute the valid and binding agreement of the parties with regard to the Event and the subject matter of these Terms and contains the entire agreement of the parties concerning the subject matter.

 

 

Exhibit A

ACCEPTABLE USE POLICY

 

PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE WEBSITE, EVENT PLATFORM OR ACCESSING THE EVENT.

 

What's in this Acceptable Use Policy?

 

This Acceptable Use Policy sets out the content standards that apply when the Event Participant uploads content to our Website, and/or Event Platform or make contact with other users or Event participants on our Website or Event Platform or at the Event, link to our Website or Event Platform, or interact with our Website  or Event Platform in any other way.

 

Who we are and how to contact Us

 

https://www.ryobitools.eu/authorised-retailer/ is a site operated by Techtronic Industries EMEA Limited ("We"). We are registered in England and Wales under company number 07722861 and have our registered office at 3 Fieldhouse Lane, Marlow, England, SL7 1HZ.

 

We are a limited company.

 

To contact us, please contact your local RYOBI® representative. [CB7] 

 

By using our Website, our Event Platform or accessing Our Event the Event Participant accepts these terms.

 

By using our Website, Event Platform and accessing the Event the Event Participant confirms that it accepts the terms of this policy and agrees to comply with them.

 

We may make changes to the terms of this policy from time to time.

 

Prohibited uses

 

You may use our Website and Event Platform only for lawful purposes.  You may not use our Website or Event Platform:

 

•           In any way that breaches any applicable local, national or international law or regulation.

 

•           In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

 

•           For the purpose of harming or attempting to harm minors in any way.

 

•           To bully, insult, intimidate or humiliate any person.

 

•           To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards below.

 

•           To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

 

•           To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

 

The Event Participant also agrees:

 

•           Not to reproduce, duplicate, copy or re-sell any part of our Website or Event Platform or access to the Event in contravention of the provisions of our Agreement.

 

•           Not to access without authority, interfere with, damage or disrupt:

 

- any part of our Website or Event Platform;

 

- any equipment or network on which our Website or Event Platform is stored;

 

- any software used in the provision of our Website or Event Platform; or

 

                        - any equipment or network or software owned or used by any third party.

 

Interactive services

 

We may from time to time provide interactive services on our Website, Event Platform or at the Event including, without limitation:

 

•           Chat rooms.

 

•           Bulletin boards.

 

•           Webinars or similar such interactive services from time to time

 

("interactive services")

 

Where we do provide any interactive service, we will provide clear information to the Event Participant about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

 

We will do our best to assess any possible risks for users from third parties when they use any interactive service provided on Our Website or Event Platform, and We will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, We are under no obligation to oversee, monitor or moderate any interactive service We provide on our Website, Event Platform or at the Event itself, and We expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

 

Where we do moderate an interactive service, we will normally provide a means of contacting the moderator, should a concern or difficulty arise.

 

Content standards

 

These content standards apply to any and all material which the Event Participant contributes to our Website or Event Platform or for the Event (including the Content) (Contribution"), and to any interactive services associated with it.

 

The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.

 

We will determine, in our sole discretion, whether a Contribution breaches the Content Standards.

 

A Contribution must:

 

•           Be accurate (where it states facts).

•           Be genuinely held (where it states opinions).

•           Comply with the law applicable in England and Wales and in any country from which it is posted.

 

A Contribution must not:

 

•           Be defamatory of any person.

•           Be obscene, offensive, hateful or inflammatory.

•           Bully, insult, intimidate or humiliate.

•           Promote sexually explicit material.

•           Include child sexual abuse material.

•           Promote violence.

•           Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

•           Infringe any copyright, database right or trade mark of any other person.

•           Be likely to deceive any person.

•           Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

•           Promote any illegal content or activity.

•           Be in contempt of court.

•           Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.

•           Be likely to harass, upset, embarrass, alarm or annoy any other person.

•           Impersonate any person or misrepresent your identity or affiliation with any person.

•           Give the impression that the Contribution emanates from Us, if this is not the case.

•           Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.

•           Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.

•           Contain any advertising or promote any services or web links to other sites.

 

Breach of this policy

 

When We consider that a breach of this Acceptable Use Policy and/or our Terms has occurred, We may take such action as we deem appropriate. 

 

Failure to comply with this Acceptable Use Policy constitutes a material breach of the Agreement upon which you are permitted to use our Website, Event Platform or Event and may result in our taking all or any of the following actions:

 

•           Immediate, temporary or permanent withdrawal of your right to use our Website, Event Platform or access Our Event.

•           Immediate, temporary or permanent removal of any Contribution uploaded by the Event Participant to our Website or Event Platform.

•           Issue of a warning to the Event Participant.

•           Legal proceedings against the Event Participant for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

•           Further legal action against the Event Participant.

•           Disclosure of such information to law enforcement authorities as We reasonably feel is necessary or as required by law.

 

We exclude Our liability for all action We may take in response to breaches of this Acceptable Use Policy and Our Terms. The actions We may take are not limited to those described above, and We may take any other action we reasonably deem appropriate.

 

How this contract can be transferred

 

We can transfer our rights and obligations under these terms to any third party, provided this does not adversely affect the Event Participant's rights under these terms.

 

Which country's laws apply to any disputes?

 

The terms of this policy, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

 

 

Exhibit B

WEBIMAGE

 

This agreement between You and Techtronic Industries EMEA Limited explains how You can use the images that You access through our WEBIMAGE service. By downloading images from our WEBIMAGE service You accept our terms and conditions set out below.

 

TERMS AND CONDITIONS OF USE

 

  1. Definitions

 

  1. “Associated Companies”: companies and bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same company or body corporate.

 

  1. “Authorized User” means an entity which is incorporated in the EMEA region which has been provided by TTI with access to the Webimage service for the Purpose.

 

  1. “Purpose” means the promotion of TTI goods and services.

 

  1.  “TTI” means Techtronic Power Tools Technology Limited and its Associated Companies.

 

  1. “You” means an authorized user of TTI’s WEBIMAGE library. You shall be deemed to be authorized if TTI has provided you with WEBIMAGE login details. 

 

  1. “Work” means an image in the WEBIMAGE library and “Works” means any or all such images.

 

  1. Licence

 

  1. TTI hereby grants You a non-exclusive, non-sub-licensable, non-transferable licence to use and reproduce the Works for the Purpose in the relevant country or countries within the EMEA region, subject to, and in accordance with, the terms of this agreement.

 

  1. Your Obligations

You shall:

  1. in exercising its rights under this agreement comply with all applicable laws, regulations and codes of practice and the TTI Brand Guidelines previously provided to you and including the Social Media Guidelines.

 

  1. reproduce the Works without any alteration or amendment. You shall, in accordance with the TTI Brand Guidelines be allowed to add your business name to images as set out in the Social Media Guidelines.

 

  1. ensure the satisfactory depiction of the Work in your promotional and advertising material (including without limitation in your website and social media) by ensuring that the reproduction of the Work is of high quality and the colour, size and position of the Work in your promotional and advertising material is appropriate to that material.

 

  1. not use the Work in such a way so as to defame or disparage TTI or otherwise damage TTI’s business interests or reputation, even indirectly.

 

  1. ensure that wherever practical the following notices shall appear adjacent to the Work: “© Techtronic Cordless GP” except for MILWAUKEE brand images where the following notice should be used “© Milwaukee Electric Tool Corporation”  ,

 

  1. Not use the Works in any way that allows third parties to download, extract or redistribute the Work as a standalone file.

 

  1. acknowledge that TTI is the owner and/or licensee of intellectual property, including the copyright subsisting in the Works, that MILWAUKEE, M12, M18, FUEL and NOTHING BUT HEAVY DUTY, HEAVY DUTY CENTER, ONE+, HOMELITE, EMPIRE, HART, KANGO, PRECISEFIT and BLACK MAX are trade marks belonging to the TTI Group, that RYOBI® is a registered trade mark of Ryobi Limited used under licence by the TTI Group and that AEG is a registered trade mark used by the TTI Group under licence from AB Electrolux (publ).

 

  1. not do or omit to do anything which would diminish the rights of TTI in the intellectual property subsisting in the Works, nor assist any other person to do so, either directly or indirectly.

 

  1. notify TTI at [email protected] in the event You become aware of any actual, suspected or threatened infringement of the copyright subsisting in the Works and/or any claim made or threatened that the Work infringes the rights of any third party.

 

  1. acknowledge that TTI is the owner and/or licensee of the registered and unregistered trade marks depicted in the Works.

 

 

  1. Liability and Indemnity

 

  1. To the fullest extent permitted by law, TTI shall not be liable to You for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or not) arising from your exercise of the rights granted to it under this agreement.

 

  1. You shall indemnify TTI against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by TTI arising out of or in connection with TTI’s exercise of its rights granted under this agreement and/or the enforcement of this agreement. If a payment due from You under this clause is subject to tax, TTI shall be entitled to receive from You such amounts as shall ensure that the net receipt, after tax, to TTI in respect of the payment is the same as it would have been were the payment not subject to tax.

 

  1. Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.

 

  1. Duration and Termination

 

  1. This agreement shall expire on the date on which You cease to be an Authorized User.

 

  1. Without affecting any other right or remedy available to it, TTI may terminate this agreement with immediate effect by giving written notice to You if You commit a material breach of this agreement or if You repeatedly breach any of this agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with it having the intention or ability to give effect to this agreement.

 

  1. TTI shall have the right to terminate this agreement on giving You not less than one months' written notice of termination.

 

  1. In the event that You use the Works on a Social Media platform and the platform indicates that it will make use or the Works for its own purposes or contrary to the terms of this agreement, the rights for use granted under this agreement shall immediately terminate and You are required to remove immediately the images from said platform.

 

  1. On expiry or termination of this agreement all rights and licences granted pursuant to this agreement shall immediately cease. You shall immediately cease to make any further use of the Works (including but not limited to as part of your existing or proposed promotional and advertising material) and shall permanently delete any hard and/or soft copies of the Works that You have in your possession.

 

  1. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

 

  1. Miscellaneous

 

  1. You shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this agreement.

 

  1. No failure or delay by TTI to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

  1. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

 

  1. No variation of this agreement shall be effective unless it is in writing and signed by TTI.

 

  1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

 

  1. Without prejudice to any other rights or remedies that TTI may have, TTI acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by You. Accordingly, TTI shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.

 

  1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

 

  1. TTI and You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

 [CB1]Change to RYOBI® Authorised Retailer Event

 [DJL3]Please see the separate privacy-policy and create a new URL for it.

 [CB4]We will use: www.ryobitools.eu/authorised-retailer/terms/  (currently not live)

 [DJL5]To be transparent, we would suggest to have a separate Privacy Statement.

 [CB6]Same as above, can we direct the customer to their local contact?

 [CB7]Can we direct to local contact?