WebImage Email Terms and Conditions

This agreement between You and TTI explains how You can use the images that You access through our WEBIMAGE service or receive via email. By downloading images from our WEBIMAGE service or email 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.
   2. "Authorized User" means an entity which is incorporated in the EMEA region which has been provided by TTI with access to the Webimage service or an email containing the Works for the Purpose.
   3. "Purpose" means the promotion of TTI goods and services.
   4. "TTI" means Techtronic Power Tools Technology Limited and its Associated Companies.
   5. "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 or an email containing the Works.
   6. "Work" means an image in the WEBIMAGE library and "Works" means any or all such images.
2. 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.
3. 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.
   2. 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.
   3. 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.
   4. 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.
   5. ensure that wherever practical the following notices (including the applicable year of creation) 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",
   6. Not use the Works in any way that allows third parties to download, extract or redistribute the Work as a standalone file.
   7. 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.  Use of RYOBI®  should be accompanied by “RYOBI is a trademark of Ryobi Limited, and is used under license”.  For AEG, this requires inclusion of the statement:   AEG is a registered trademark used under license from AB Electrolux (publ).
   8. 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.
   9. 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.
   10. acknowledge that TTI is the owner and/or licensee of the registered and unregistered trade marks depicted in the Works.
4. 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.
   2. 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.
   3. Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.
5. Duration and Termination
   1. This agreement shall expire on the date on which You cease to be an Authorized User.
   2. 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.
   3. TTI shall have the right to terminate this agreement on giving You not less than one months' written notice of termination.
   4. 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.
   5. On expiry or termination of this agreement all rights and licences granted pursuant to this agreement shall immediately cease. You shall:

1. 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);
2. permanently delete any hard and/or soft copies of the Works that You have in your possession
3. cease to use TTi trade marks in any domain name; and
4. return to us or permanently delete all promotional and advertising material containing the Works.
   6. 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.

6. 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.
   2. 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.
   3. 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.
   4. No variation of this agreement shall be effective unless it is in writing and signed by TTI.
   5. 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.
   6. 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.
   7. 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.
   8. 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.