Diageo Content Hub Terms and Conditions
1.
Introduction
Diageo
(as defined below) operates a brand asset management system for the
management of media assets in electronic format (“Diageo Content Hub (as defined
below (“D©H”)).From time to time, third parties may be given access to D©H for the
purpose of assisting with the provision of services by such third parties to Diageo Group
Members (as defined below). This document sets out the terms and conditions of use
of D©H by those third parties (the “Terms and Conditions”).
2.
Definitions
In these terms and
conditions, the following expressions shall have the following
meanings:-
2.1
“Affiliate”
any of:
(a)
any legal entity directly or indirectly owned and/or
controlled by the Authorised User;
(b)
any legal entity that directly or indirectly owns and/or
controls the Authorised User; or
(c)
any legal entity which is directly or indirectly owned
and/or controlled by any legal entity referred to in (b)
above;
2.2
“Authorised User”
a legal entity to be given access to D©H which has entered
into these D©H Terms and Conditions;
2.3
“Control”
in the case of legal entities having stocks and/or shares,
ownership or control shall exist through the direct or indirect
ownership and/or control of more than fifty percent of the
voting shares. In the case of any other legal entity, ownership
and/or control shall exist through the ability to directly or
indirectly control the management and/or business of the legal
entity;
2.4
“Diageo”
Diageo Brands B.V., a company with its statutory seat in
Amsterdam, the Netherlands with trade register Amsterdam
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number 34138436 and address at Molenwerf 10-12, 1014BG
Amsterdam, the Netherlands;
“Diageo Group
any of:-
2.5
Member”
(a)
Diageo͖
(b)
any legal entity directly or indirectly owned and/or
controlled by Diageo͖
(c)
any legal entity that directly or indirectly owns and/or
controls Diageo͖
(d)
any legal entity directly or indirectly owned and/or
controlled by a legal entity referred to in © above͖ or
(e)
any legal entity which is directly or indirectly owned
and/or controlled by any legal entity referred to in (a)
to (d) together with one or more other legal entities
pursuant to a written agreement, such as a joint
venture agreement͖
2.6
“Intellectual Property
patents, any extensions of the exclusivity granted in
Rights”
connection with patents, petty patents, utility models,
registered designs, design patents, trade marks, service marks,
applications for any of the foregoing
(including, but not
limited to, continuations, continuations-in-part and divisional
applications), the right to apply for any of the foregoing, rights
in trade names, business names, brand names, get-up, trade
dress, logos, domain names and URLs, copyrights, design
rights, semiconductor topography rights, database rights,
publication rights, performer’s rights, moral rights, rights of
publicity and privacy, rights in know-how, trade secrets and
confidential information and all other forms of intellectual
property right having equivalent or similar effect to any of the
foregoing which may exist anywhere in the world;
2.7
“Media Asset”
any data in a digital format, which relates to or can include
images, sound, video or text data which is stored on and/or is
accessible using D©H;
2.8
“Metadata”
the data or information which relates to or accompanies each
Media Asset in any format which shall include, without
limitation, information about usage rights acquired from third
parties in respect of the Media Asset;
2.9
“Off System Material”
any work or material held by the Authorised User on behalf of
one or more Diageo Group Members, a representation of
which is held as a Media Asset;
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2.10
“Purpose”
to assist or facilitate the provision of services by the
Authorised User to one or more Diageo Group Members in
strict accordance with the specific asset and usage rights
granted by Diageo to the Authorised User as further described
in clause 3.3 below;
2.11
“Diageo Content Hub
means a system which enables the storage and retrieval of
or D©H”
materials in digital format as such system may be modified or
adapted by Diageo from time to time. The system makes
materials available for controlled accessing, viewing,
amending and download (and copying incidental thereto).
Access to the system is permitted only to Diageo Group
Members, their sub-contractors and other selected third
parties. Diageo may involve third parties in
the
implementation of the system and the system may utilise any
current or future technology from time to time;
2.12
“D©H Content”
any data, information, content or material available on D©H,
including without limitation the Media Assets, comments on
Media Assets, Metadata and any communications sent using
D©H;
2.13
“Diageo Content Hub
the terms and conditions governing access to and use of
(D©H)User Terms”
Diageo Content Hub (D©H) by User Representatives, the
current version of which is set out in the Schedule and as may
be revised by Diageo from time to time;
2.14
“User Representative”
a named member of staff of the Authorised User who has been
approved by Diageo in accordance with Clause 4.1; and
2.15
“Work in Progress”
work or materials created for Diageo by or on behalf of the
Authorised User for development purposes only, including
without limitation, mood edits, concepts and sample music
tracks, in respect of which the Authorised User notifies
Diageo that usage rights have not been acquired.
3.
Licence to use D©H
3.1
Subject to the provisions of these Terms and Conditions, Diageo grants to
the Authorised User a non-exclusive, non-transferable licence to access and
use D©H for the Purpose in accordance with the instructions notified to
the Authorised User by Diageo Group Members from time to time.
3.2
The licence under Clause 3.1 shall also extend to any Affiliate of the
Authorised User to the extent necessary to achieve the Purpose only, and
where Diageo has consented in writing to those Affiliates having access to
D©H for the Purpose. The Authorised User shall procure that any of its
Affiliates that is granted access to D©H shall comply with these D©H Terms
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and Conditions and the Authorised User shall be responsible for any acts or
omissions of its Affiliates as if they were its own. For the purposes of these
D©H Terms and Conditions, the term “ uthorised User” shall be deemed
to include any Affiliate of the Authorised User to whom D©H access has
been granted in accordance with this clause.
3.3
The Authorised User shall only be granted such D©Haccess and usage
rights to D©H as may be strictly required to fulfil the Purpose, as
determined by Diageo Group Members (in their absolute discretion), taking
account of the nature of the services provided by the Authorised User to
Diageo Group Members. Such access and usage rights may include the
ability to view, download or upload assets and accompanying information,
to create Media Assets and Metadata, attach comments to Media Assets
or communicate via D©H with other D©H users. The Diageo Group
Members shall specify to the Authorised User which of these activities it
shall be entitled to undertake from time to time.
3.4
The licence in Clause 3.1 is conditional on the uthorised User’s continued
compliance with these D©H Terms and Conditions and each User
Representative’s material compliance at all times with D©H User Terms.
The licence may be withdrawn or modified by Diageo, at Diageo’s absolute
discretion, by written notice with immediate effect at any time. In addition,
the licence will terminate automatically in the event that the Authorised
User does not accept any changes made by Diageo to these Terms and
Conditions in accordance with Clause 9.3.
4.
Access to and Use of D©H
4.1
The Authorised User shall be entitled to that number of User
Representatives as specified by a Diageo Group Member from time to time,
subject to Diageo’s right to approve the relevant individual User
Representatives in accordance with any registration and approval process.
Each proposed User Representative must complete such registration
process as Diageo may specify from time to time and each Authorised User
shall provide such information about the User Representative as Diageo
may reasonably request. If Diageo, in its sole discretion, approves the
proposed User Representative, and subject to the User Representative
accepting the D©H User Terms, Diageo shall provide to the Authorised
User a username and password for such person.
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4.2
The Authorised User shall, and shall procure that each of its User
Representatives shall:-
4.2.1
comply with any D©H security requirements, user guidelines and instructions
notified by any Diageo Group Member to the Authorised User in writing from
time to time;
4.2.2
keep confidential the passwords provided to each User Representative and take
reasonable steps to prevent persons other than the User Representative from
using that User Representative’s username and password͖
4.2.3
not permit any person other than a User Representative to access or use D©H;
4.2.4
immediately notify Diageo if it becomes aware of or reasonably suspects that a
password has become known to any person other than the User Representative
to whom that password has been issued;
4.2.5
immediately notify Diageo if it becomes aware of or reasonably suspects any
unauthorised access to or use of D©H;
4.2.6
immediately notify Diageo if a User Representative leaves the employment of
the Authorised User or no longer requires access to D©H;
4.2.7
not use D©H or D©H Content for any purpose other than the Purpose;
4.2.8
not use D©H or D©H Content except as expressly authorised under these Terms
and Conditions and in accordance with the instructions of Diageo Group
Members as notified to the Authorised User from time to time;
4.2.9
when using or reproducing a Media Asset comply with any restrictions on the
use of that Media Asset which are evident from the Metadata of that Media
Asset or are otherwise notified to the Authorised User by a Diageo Group
Member;
4.2.10 comply with all Intellectual Property laws and all Intellectual Property Rights
inherent in the Media Asset when using or reproducing any Media Asset;
4.2.11 not, without the prior written consent of Diageo, remove from any copy of any
Media Asset, whether on D©H or once downloaded from D©H, any copyright
notice, watermark or other identifying or security technology or Metadata;
4.2.12 not, without the prior written consent of Diageo, make D©H Content available
via the uthorised User’s website or digital asset management system nor
otherwise publish, transmit, broadcast, distribute, make available or
communicate D©H Content to any person, whether in hardcopy or in any other
form for any purpose other than the Purpose;
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4.2.13 keep strictly confidential and not disclose to any third party for any purpose any
D©H Content, except in connection with the Purpose, or with the prior written
consent of a Diageo Group Member; and
4.2.14 use all reasonable endeavours (including without limitation by using up-to-date
virus checking software) not to corrupt or interfere with the operation of D©H
or expose D©H to any viruses, worms or any other computer code, files or
programs which might interrupt, limit or interfere with the functionality of any
computer software or hardware or telecommunications equipment.
4.3
The Authorised User shall ensure that each of its User Representatives
familiarise themselves with any user manuals relating to D©H and engage
in such training in the use of D©H as may be specified by Diageo from time
to time.
4.4
Diageo reserves the right, at its absolute discretion, to restrict or remove a
User Representative’s or the uthorised User’s access to D©H at any time,
and the Authorised User shall, and shall procure that such User
Representative shall, immediately discontinue its use of D©H on written
notice from Diageo.
4.5
Diageo reserves the right to monitor (with the assistance of any person
hosting D©H for Diageo) a User Representative’s and/or the uthorised
User’s access to and use of D©H and any assets or information obtained
from D©H. Any such monitoring shall be solely for the purpose of ensuring
compliance with these = Terms and Conditions, the respect of Diageo’s
Intellectual Property Rights or other legitimate Diageo internal purposes.
The Authorised User shall provide Diageo with all reasonable assistance in
carrying out such monitoring.
4.6
The Authorised User and its User Representatives acknowledge and accept
that Diageo may collect and store any personal information submitted to it
by the Authorised User and any User Representative
("Personal
Information") for the purposes of facilitating that user’s access to and use
of D©H and for monitoring and enforcing their compliance with these
Terms and Conditions. Diageo shall not store, disclose, transfer or
otherwise use such Personal Information. Diageo shall comply with its
oblgations under applicable laws relating to data protection and privacy an
shall treat such Personal Information responsibly and take reasonable steps
to maintain appropriate confidentiality and to prevent unlawful
dissemination or misuse of such Personal Information. Any such monitoring
shall not in any way affect any liability of the Authorised User arising under
these Terms and Conditions for any reason. Authorised Users and User
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Representatives can amend their Personal Information at any time in their
Profile/account on D©H, or by contacting Diageo at [Insert any contact
details given on the website - or refer to the Diageo Privacy Policy]. If a user
is inactive for more that 9 months, Diageo reserves the right to delete their
Personal Information from the site.
4.7
Please see our Privacy and Cookie Notice for more information about how
Diageo processes your personal information and your rights in connection
with that personal information: -
5.
The Authorised User warrants and undertakes to
comply with its obligations under applicable laws
relating to data protection and privacy, and shall not
act or omit to act in a manner that will or is likely to
result in Diageo or any Diageo Group Member
breaching its obligations under such applicable laws,
and shall procure that its Authorised Users warrant
and undertake the same. To the extent that the
Authorised User or its Authorised Representative
processes any personal data on behalf of Diageo or
any Diageo Group Member, the Supplier shall: (i)
process such personal data only in accordance with
Diageo’s instructions͖
(ii) implement appropriate
technical and organisational measures to protect
such personal data against unauthorised or unlawful
processing and against accidental loss, destruction,
damage, alteration or disclosure; (iii) ensure the
reliability of any its personnel with access to such
personal data and that such personnel have a
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binding obligation to protect the confidentiality of
such personal data; (iv) notify Diageo promptly in
writing (and with a copy to csi@diageo.com) (but in
any event within 24 hours of becoming aware of it),
of any suspected, potential or actual data incident,
including any suspected, potential or actual
accidental, unlawful or unauthorised destruction,
disclosure, loss, alteration or access in relation to
personal data processed on behalf of Diageo or any
Diageo Group Member; (v) allow Diageo to conduct
physical inspections of its premises to ensure
compliance with this clause; (vi) not subcontract any
processing of such personal data without the prior
written consent of Diageo; and
(vii) upon
termination or expiry of this agreement, at Diageo’s
request, promptly delete or return all personal data;
and (viii) not process and/or transfer any such
personal data to any country outside the European
Economic Area without the prior written consent of
Diageo.
6.
Placing Information and Media Assets on D©H
6.1
If requested by a Diageo Group Member, the Authorised User shall alter its
methods of providing services to Diageo Group Members so as to integrate
the use of D©H into its processes for the provision of such services. For
example, a Diageo Group Member may request that the Authorised User
use D©H to collaborate with Diageo Group Members in the creation of new
Media Assets. Such collaboration may include making Work in Progress and
related information available in a restricted access area of D©H.
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6.2
Unless agreed otherwise, the Authorised User shall, as directed by Diageo,
either upload or supply for upload onto D©H a copy (in such format agreed
upon between the parties) of all works and materials created by or on
behalf of the Authorised User for any Diageo Group Member, including
without limitation Work in Progress. For all work other than Work in
Progress, the Authorised User shall prepare information which may be used
as Metadata for such works and materials. For the avoidance of doubt,
these works and materials shall include any works or materials which are
based on or are modifications to existing materials or assets of the Diageo
Group, whether or not such existing materials or assets have been loaded
onto D©H as Media Assets.
6.3
The Authorised User shall ensure that each Media Asset (other than Work
in Progress) uploaded or supplied for upload onto D©H by or on behalf of
the Authorised User shall be accompanied by Metadata comprising such
information and in such format as Diageo may require and warrants that all
such Metadata shall be complete and accurate. Without prejudice to any
other right or remedy of Diageo, the Authorised User shall promptly update
or correct any such Metadata if at any time it becomes apparent that the
Metadata is incomplete or inaccurate. In addition the Authorised User
shall, if so requested, provide to Diageo an executed copy of all the
documents under which the rights in each Media Asset created by or on
behalf of the Authorised User for any Diageo Group Member were
acquired. Such documents shall be provided in an electronically scanned
format or such other format as Diageo may reasonably stipulate.
6.4
When compiling and uploading Metadata onto D©H, the Authorised User
shall comply with all applicable laws and regulations, including obligations
under data protection laws in place in the territory in which the Materials
are uploaded onto D©H.
6.5
The Authorised User hereby assigns (by way of a world-wide present
assignment of future rights) all Intellectual Property Rights in the Metadata
associated with any Media Asset (to the extent that it is not a work made
for hire) to the Diageo Group Member which is the owner of the brand to
which that Media Asset relates. Where the relevant Diageo Group Member
cannot be identified, the assignment shall be deemed to be made to
whichever Diageo Group Member is nominated by Diageo. Diageo shall be
entitled to reproduce, use, make available and modify the Metadata as it
thinks fit, without any restriction always provided that the Authorised User
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shall not be responsible for any inaccuracy, error or omission introduced
into the Metadata by or on behalf of Diageo.
6.6
The Authorised User acknowledges that D©H Content uploaded or
supplied for upload onto D©H by or on behalf of the Authorised User may
be accessible by third parties. The Authorised User confirms that it shall
not have any expectation of privacy with respect to any D©H Content
uploaded or supplied for upload onto D©H by or on behalf of the
Authorised User, save that in respect of Work in Progress and information
relating to the development of any Media Asset, the relevant Diageo Group
Company shall create a restricted access area in D©H for use during the
development phase. Diageo shall take all reasonable steps to ensure that
only those persons specified by Diageo Group Members shall have access
to this area.
6.7
The Authorised User confirms that Diageo Group Members and third
parties requested by a Diageo Group Member to use a Media Asset created
by or on behalf of the Authorised User shall be entitled to rely on the
accuracy and completeness of the Metadata accompanying such Media
Asset.
6.8
The Authorised User confirms that a Diageo Group Member shall be
entitled to assume that any D©H Content uploaded onto D©H using the
username of any User Representative of the Authorised User has been
uploaded onto D©H by or on behalf of the Authorised User.
6.9
Diageo, any Diageo Group Member or any other Authorised User or User
Representative of D©H may from time to time request from the Authorised
User a copy of any Off System Material held by the Authorised User.
Without prejudice to any other restrictions advised to the Authorised User
from time to time, the Authorised User shall not supply a copy of any Off
System Material in response to any such request without first obtaining
details of the proposed use of the Off System Material and ensuring that
such use corresponds to the usage rights acquired from third parties in
respect of such Off System Material.
7.
Intellectual Property Rights
7.1
Nothing in these Terms and Conditions shall give the Authorised User or
any User Representative any rights to D©H itself, any software,
information, documentation or manuals relating thereto or D©H Content
except as expressly set out in these Terms and Conditions.
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8.
Authorised User’s Indemnity
8.1
The Authorised User shall indemnify and keep indemnified each Diageo
Group Member, each Authorised User and their respective directors and
employees (each an “Indemnified Party”) against any and all claims,
liabilities, damages, losses, and any and all third party claims and costs
and/or expenses (including without limitation legal costs and expenses)
incurred by an Indemnified Party in connection with:-
8.1.1
any breach by the Authorised User of its obligations under these Terms and
Conditions;
8.1.2
any negligence and/or misconduct by the Authorised User or its members of
staff in relation to D©H;
8.1.3
any loss, corruption or damage to any D©H Content caused by any act or
omission of the Authorised User;
8.1.4
any unauthorised use of D©H or D©H Content by the Authorised User, its User
Representatives or its members of staff not expressly authorised by a Diageo
Group Member;
8.1.5
any third party claims alleging that use by the Indemnified Party of any Media
Asset (other than Work in Progress) uploaded or supplied for upload onto D©H
by or on behalf of the Authorised User exceeds the usage rights acquired from
third parties in respect of the Media Asset, where such use corresponds to the
associated Metadata but such Metadata is incorrect; and
8.1.6
any third party claims alleging that use by the Indemnified Party of any Off
System Material supplied by the Authorised User exceeds the usage rights
granted by such third party in respect of that Off System Material, where such
use corresponds to the intended use as notified to the Authorised User when
the request for the Off System Material was made.
8.2
Subject to Clause 7.3, in no event shall the Authorised User be liable for any
special, indirect, consequential, punitive or exemplary damages, even if the
Authorised User has been advised of the possibility of such loss or damages.
8.3
The exclusions set out in Clause 7.2 shall not apply to sums for which the
Authorised User is liable to indemnify Diageo pursuant to Clause 7.1 which
have either been paid pursuant to a damages award by a competent court
in respect of a third party claim or paid by Diageo (with the Authorised
User’s prior written approval) in settlement of a third party claim.
8.4
The indemnity in Clause 7.1 in respect of third party claims and any
associated liabilities, damages, losses, costs and/or expenses (including
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without limitation legal costs and expenses) is conditional upon the
Indemnified Party:
8.4.1 promptly notifying the Authorised User of any actual or threatened claim;
8.4.2 making no admissions without the uthorised User’s prior written consent͖ and
8.4.3 allowing the Authorised User control over any negotiations or litigation and/or
the defence or settlement of any claim and providing the Authorised User with
all reasonable assistance in this respect (with the reasonable costs of such
assistance to be paid by the Authorised User), including the right to conduct any
negotiations or litigation in the name of the Indemnified Party.
8.5
Where any claim or dispute arises in connection with any of the above, the
uthorised User’s liability under Clause 7.1 shall be limited to the greater
of (i)
£5,000,000; or (ii) the amount of any cap on the uthorised User’s or
its ffiliates’ liability under any agreement relating to the uthorised User’s
or its ffiliates’ supply of services to any Diageo Group Member which is in
force at the date of the claim or dispute. For the avoidance of doubt, this
limit is not an aggregate but shall apply separately to each individual
dispute or claim. Nothing in these Terms and Conditions shall limit any
liability for death or personal injury or damage caused by the Authorised
User’s negligence or any damage to Diageo’s trade marks caused by the
uthorised User’s negligence.
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9.
Diageo’s Warranties and Indemnity
8.1
Diageo warrants that:
8.1.1 it shall use its reasonable endeavours not to introduce any software malware,
virus, or other contaminant (including, without limitation, bugs, worms, Trojan
horses, botnets, scareware or any other self propagating or other such
program) into D©H that may infect, damage or corrupt the Authorised User's
systems; and
8.1.3 it has taken and shall continue to take all reasonable steps to ensure that D©H
is secure.
8.2
Save as expressly set out in these Terms and Conditions, Diageo gives no
warranty nor representation, either express or implied, of any kind in
respect of D©H or the D©H Content or their use.
8.3
The Authorised User accepts that Diageo shall have no responsibility for
any interruptions or capacity constraints affecting D©H arising from any
cause, including without limitation constraints arising from
telecommunications networks or service providers and reasonable
interruptions for testing, repair, maintenance and service integration.
9.4
Diageo agrees to indemnify and keep indemnified the Authorised User and
its Affiliates, and their respective directors and employees
(each an
“ uthorised User”) against any and all claims, liabilities, damages and losses
and any and all third party claims and costs and/or expenses (including
without limitation legal costs and expenses) incurred by the Authorised
User arising out of or in connection with:
9.4.1 any breach by Diageo of its obligations under these Terms and Conditions; and
9.4.2 any third party claims alleging that use by Diageo of any Media Asset (other than
Work in Progress) uploaded or supplied for upload onto D©H by or on behalf of
the Authorised User exceeds the usage rights acquired from third parties in
respect of the Media Asset, where such use does not correspond to the
associated Metadata and such Metadata is correct.
9.5
Subject to Clause 8.6, in no event shall any Diageo Group Member be liable
for any special, indirect, consequential, punitive or exemplary damages,
even if the Diageo Group Member has been advised of the possibility of
such loss or damages.
9.6
The exclusions set out in Clause 8.5 shall not apply to sums for which Diageo
is liable to indemnify the Authorised User pursuant to Clause 8.4 which
have either been paid pursuant to a damages award by a competent court
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in respect of a third party claim or paid by an Authorised User (with
Diageo’s prior written approval) in settlement of a third party claim.
9.7
The indemnity in Clause 8.4 in respect of third party claims and any
associated liabilities, damages, losses, costs and/or expenses (including
without limitation legal costs and expenses) is conditional upon the
Authorised User:
9.7.1 promptly notifying Diageo of any actual or threatened claim;
9.7.2 making no admissions without Diageo’s prior written consent͖ and
9.7.3 allowing Diageo control over any negotiations or litigation and/or the defence or
settlement of any claim and providing Diageo with all reasonable assistance in
this respect (with the reasonable costs of such assistance to be paid by Diageo),
including the right to conduct any negotiations or litigation in the name of the
Authorised User.
9.8
Where any claim or dispute arises in connection with any of the above,
Diageo’s liability under Clause 8.4 shall be limited to the greater of (i)
£5,000,000͖ or (ii) the amount of any cap on any Diageo Group Member’s
liability under any agreement relating to the uthorised User’s or its
ffiliates’ supply of services to any Diageo Group Member which is in force
at the date of the claim or dispute. For the avoidance of doubt, this limit is
not an aggregate but shall apply separately to each individual dispute or
claim. Nothing in these Terms and Conditions shall exclude or limit the
liability of any Diageo Group Member in respect of death or personal injury
caused by its negligence.
10.
General
10.1
Diageo does not endorse and is not responsible for any content of any
website linked to or from any part of D©H.
10.2
If any provision of these Terms and Conditions is held by any competent
authority to be invalid or unenforceable in whole or in part the validity of
the other provisions of these Terms and Conditions and the remainder of
the provision in question shall not be affected.
10.3
Diageo may modify these D©H Terms and Conditions by written notice to
the Authorised User. The Authorised User shall be deemed to have
accepted such modifications by continuing, or its Authorised
Representatives continuing, to access and/or use D©H. In the event that
the Authorised User does not accept any modifications to D©H User Terms,
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the uthorised User’s licence under Clause
3 shall terminate with
immediate effect.
10.4
The notice referred to in Clause 9.3 may be given by way of the logon
screen for D©H. The D©H User Terms and any amendments to them may
be accepted by the Authorised User by way of electronic signature
including without limitation clicking any on-screen “Confirm” or similar
button.
10.5
The uthorised User’s rights and obligations under these Terms and
Conditions are personal to the Authorised User and the Authorised User
shall not assign such rights or obligations without the prior written consent
of Diageo.
10.6
As and when requested by Diageo, the Authorised User shall, and shall
procure that its members of staff and Authorised Representatives shall, do
all acts and execute all documents as may be reasonably necessary to give
effect to the provisions of these Terms and Conditions.
10.7
In the event of any conflict between the provisions of these Terms and
Conditions and the provisions of any other contract between any member
of the Diageo Group and the Authorised User, the provisions of these
Terms and Conditions shall prevail to the extent of any such inconsistency.
10.8
Any provision of these Terms and Conditions may, in accordance with the
provisions of the Contracts (Rights of Third Parties) Act 1999, be enforced
by any Diageo Group Member.
10.9
Except as provided in Clause 9.8, no provision of these Terms and
Conditions is intended to confer a benefit on, or to be enforceable by, any
person other than Diageo or the Authorised User.
10.10 It is expressly agreed that Diageo may rescind or vary these Terms and
Conditions without the consent of any person who has a right to enforce
any part of these Terms and Conditions, notwithstanding that such
rescission or variation may extinguish or alter that person’s entitlement
under that right (but without prejudice to any rights accrued prior to any
such rescission or variation).
10.11 Wherever these Terms and Conditions require that notice, approval or
consent be given in writing then such notice, approval or consent may be
given by any of the following methods:
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10.11.1by email, which in the case of communications with the Authorised User may be
sent to any User Representative and in the case of communications with Diageo
should be sent to such email address as Diageo may notify for this purpose from
time to time;
10.11.2by post to such addresses as the Authorised User and Diageo may notify to the
other for this purpose from time to time; or
10.11.3by use of a log-on notice as referred to in Clause 9.4.
10.12 These Terms and Conditions are governed by English law. The courts of
England are to have jurisdiction to settle any dispute in connection with
these Terms and Conditions. Any proceeding, suit or action arising out of
or in connection with these Terms and Conditions may therefore be
brought in the English courts. Nothing in this Clause shall prevent either
party from taking any proceedings, suit or action arising out of or in
connection with these Terms and Conditions in any other court or in the
courts of more than one jurisdiction at the same time.
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SCHEDULE
Diageo Diageo Content Hub User Terms
Diageo Diageo Content Hub (“D©H”) is a system for the development, archiving and management of digital media assets, such as
television commercials, point of sale materials and logos. These terms apply to use of D©H by Diageo group employees and consultants
and representatives of third party Authorised Users of D©H. If you are a Diageo group employee any references to instructions and
consent shall means instructions or consent given by your line manager.
1.
You shall comply with any D©H security requirements,
and any assets or information you obtain from D©H. Any
D©H user manual and any instructions regarding use of
such monitoring shall be solely for the purpose of
D©H notified to you from time to time by Diageo and
ensuring compliance with these User Terms, the respect
any Authorised User you represent.
of intellectual property rights or other legitimate Diageo
internal processes.
2.
You shall keep confidential and not disclose to any other
person the password provided to you and take reasonable
11.
Diageo may collect and store any personal information
steps to prevent others from using your username and
that you submit ("Personal Information") for the purposes
password.
of facilitating your access to and use of D©H and for
monitoring and enforcing your compliance with these
3.
You shall not permit any other person to access or use
User Terms. Diageo shall not store, disclose, transfer or
D©H using your user credentials.
otherwise use such Personal Information and. Diageo
shall comply with its oblgations under applicable laws
relating to data protection and privacy, including treating
4.
You shall immediately notify TBC if you become aware
such Personal Information responsibly and taking
of or suspect that your password has become known to
reasonable steps to maintain appropriate confidentiality
any other person.
and to prevent unlawful dissemination or misuse of such
Personal Information. Any such monitoring shall not in
5.
You shall immediately notify TBC if you become aware
any way affect your liability under these User Terms for
of or suspect any unauthorised access to or use of D©H.
any reason. You can amend your Personal Information at
any time in their Profile/account on D©H, or by
6.
You shall use D©H and the assets and information
contacting Diageo at [Insert any contact details given on
available on it only in accordance with instructions from
the website - or refer to the Diageo Privacy Policy]. If
Diageo and any Authorised User you represent.
your account is inactive for more than 9 months Diageo
reserves the right to delete your Personal Information
7.
You shall use any asset you obtain from D©H strictly in
from the site.
accordance with the usage rights and restrictions on the
use of that asset which are evident from D©H or are
12.
If you are a Diageo group employee, Diageo reserves the
otherwise notified to you.
right to take disciplinary action against you if you do not
comply with these User Terms.
8.
You shall not remove from any copy of any asset, whether
on D©H or once downloaded from D©H, any copyright
13.
You shall immediately discontinue your use of D©H on
notice, watermark or other identifying or security
notice from Diageo or the Authorised User you represent
technology, metadata or other information associated
for any reason.
with that asset except with the prior consent of Diageo or
the Authorised User you represent.
14.
Diageo may modify these User Terms from time to time
by notice to you. Notice may be given by way of the
9.
You acknowledge that D©H content is considered to be
logon screen for D©H. You shall be deemed to have
the proprietary, confidential material of Diageo and may
accepted such modifications by continuing to access
contain trade secrets. You shall treat D©H information
and/or use D©H and/or by clicking any on screen
and assets as confidential unless instructed otherwise by
“Confirm” or similar button.
Diageo or the Authorised User you represent.
15.
If you are a Diageo group employee these terms are
10.
You shall not corrupt or interfere with the operation of
governed by the same law and jurisdiction as your
D©H or expose D©H to any viruses, worms or any other
employment contract. If you are a representative of an
computer code, files or programs which might interrupt,
Authorised User these terms are governed by English law
limit or interfere with the functionality of any computer
and non-exclusive jurisdiction is given to the English
software or hardware or telecommunications equipment.
courts.
Diageo reserves the right to monitor (with the assistance
of any person hosting D©H for Diageo) your use of D©H
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