Samsung Resource Centre Terms and Conditions for Users
1.1 In these Terms "We" or "Samsung" means Samsung Electronics Australia Pty Ltd (ACN 002 915 648).
1.2 We are the provider of the Samsung Resource Centre (the "Service"), which is available at www.samsung-resources.com.au or other websites that we notify you of from time to time, and which permits you to:
•access and license certain Samsung product images, lifestyle images, logos, copy (such as product and service descriptions and other text) and other marketing materials (collectively "Content"); and
•download and use Content for certain Authorised Purposes allowed under clause 7.
1.4 It is important that you take the time to read the Terms. The Terms and any of the documents referred to in the Terms form a legally binding agreement between you and Samsung relating to your use of the Service and Content provided by Samsung.
2. Accepting the Terms
2.1 In order to use the Service or Content, you must first agree to the Terms. You may not use the Service or Content if you do not accept the Terms. If you do not accept the Terms, you will not be able to access the Service or Content.
3. Service Territory
3.1 The Service and Content are available only in Australia unless the Terms specifically provide otherwise. You must not use or publish the Content outside Australia. If you are not in Australia, you may not use or attempt to use the Service or Content. The Service may use technologies to verify such compliance.
4. Registration for Service and Content
4.1 You must not access or use the Service or Content unless you have first been invited to do so by Samsung and you have completed the registration process set out in this clause 4.
4.2 You may be required to provide information about yourself, including a username using your email address and passwords ("Registration Data"):
•to create your account with us ("Service Account");
•as part of your continued use of the Service;
•in order to access certain parts of the Service;
•in order to access, download or use Content; or
•as part of the registration process for or continued use of the Service or Content.
4.3 You understand that you are responsible for maintaining the confidentiality of your Registration Data. Accordingly, you agree that you will be solely responsible to Samsung for all activities that occur under your Service Account and we are not responsible for problems with your Service Account due to misuse of your Registration Data. If you become aware of, or suspect, any unauthorised use of your username, passwords or of your Service Account, you agree to notify us immediately via email, found on the contact menu of the Service
5. Privacy and your personal information
5.1 In order to make the Service and Content available to you Samsung will have to collect information and/or personal information from you, including the Registration Data. This information may be subject to privacy laws.
6. Your use of the Service
6.1 You must not:
•use this Service or the Content unless you have been invited to do so by Samsung and have completed the registration process in accordance with clause 4;
•use the Service or the Content in a manner that is contrary to the usage conditions or limitations set out on the Service in relation to the Service or the Content;
•submit, post, upload, email or otherwise send or transmit to the Service, or any other user of the Service or any other person anything that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly to the Service;
•disrupt or interfere with the Service or servers, networks, or other software, hardware or equipment underlying or connected to or via the Service or violate any of the procedures, policies or regulations of the Service or any networks connected to the Service;
•impersonate any other person while using the Service, conduct yourself in an offensive manner while using the Service, or use the Service for any illegal, immoral or harmful purpose;
•violate any applicable laws relating to your use of the Service;
•collect or store personal information about other users of the Service; or
•insert or use Content consisting of copy (such as product and service descriptions and other text) otherwise than precisely how it appears in the Content (all disclaimers must be maintained in full and unamended).
7. License of Content
7.1 Subject to these Terms, Samsung grants you a limited, revocable, non-exclusive, non-transferable, personal licence or sublicence to use the Service and Content for the Authorised Purposes set out in this clause 7 ("Licence").
7.2 All rights not expressly granted to you under this Licence are reserved to Samsung (or its licensors), and you agree not to take or permit any action with respect to the Content that is not expressly authorised under this Licence.
7.3 Samsung does not grant you a licence to:
•assign, transfer or sub-license or otherwise dispose of any of the rights granted in this Licence;
•reproduce, adapt, or copy the Content except to the extent necessary to access and use the Content as contemplated in the Terms; or
•enter into a commercial rental arrangement in relation to, the Content or Service; or
•communicate the Content to the public, or cause it to be performed in public, except as permitted by statutory licences under the Copyright Act 1968 (Cth).
7.4 You must only use the Service and Content for the purposes contemplated by Samsung when you were invited to register for the Service, which may include creating catalogues or online web pages promoting the sale of Samsung products, developing artwork for use in Samsung advertising and marketing material and using the Content in media articles and press releases about Samsung products and services (the "Authorised Purposes").
7.5 You understand that the Service and Content may include a security framework using technology that protects digital information ("Security Framework"). Your usage of the Service and Content is limited to certain usage rules established by Samsung set out in these Terms or any other terms relating to the Content and notified to you by Samsung from time to time. You agree to abide by the Security Framework and those usage rules.
7.6 Notwithstanding any other provision in these Terms, Samsung may at any time and for any reason request you to promptly (and in any event within seven (7) business days) return, destroy, amend, withdraw or remove (at your sole expense):
•all or part of any material which you have published, developed or distributed which has used or otherwise incorporated the Content (including but not limited to catalogues, online webpages, artwork, media articles, press releases or any other promotional or marketing material); and
•any or all Content in your possession or control.
8. System requirements and access charges
8.1 Use of the Service or Content will require internet access (fees may apply), may require certain software (fees may apply) and may require you to obtain updates or upgrades from time to time.
8.2 Because use of the Service or Content involves hardware, software, and internet access, your ability to use each may be affected by the performance of these factors. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
8.3 Your use of the Service or Content may entail transmission of data through services provided by mobile carriers and or internet service providers who may charge you for use of their services. Samsung is not responsible or liable for such charges. You should check with your mobile carrier and/or internet service provider to ensure that your data plan caters for your intended use of the Service or Content.
8.4 Upon providing you with notice, Samsung reserves the right to charge a fee for all or part of the Service or Content.
9. Proprietary rights
9.1 You acknowledge and agree that, as between the parties, Samsung owns all legal right, title and interest in and to the Service and Content, including any intellectual property rights which subsist in each (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Your only right to use the Service or the Content is by virtue of the Licence granted under clause 7.
9.2 Nothing in these Terms gives you a right to use any of Samsung's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features, except to the extent expressly authorised by the Licence granted under clause 7 (and subject always to these Terms, including any specific conditions of usage).
9.3 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices of any party) which may be affixed to or contained within the Service or Content.
9.4 To the best of Samsung's knowledge and belief, Samsung has the necessary rights to grant the licence in relation to clause 7.
10. Availability of the Service
10.1 The Service and Content are provided on an "as available" basis and Samsung shall not be liable if Service or Content are unavailable for any period. Samsung may (with or without notice to you) temporarily suspend access to the Service or Content or indefinitely close down the Service at any time. Samsung does not represent, warrant or undertake that the Service or Content will be error, defect, "bug" or "virus" free.
11. Term and Termination
11.1 These Terms will continue to apply until terminated by either you or Samsung as set out below.
11.2 If you want to terminate these Terms in relation to the Service, you may do so by (a) notifying Samsung of your intention to terminate and (b) closing your Service Accounts for all of the Service which you use. You should notify us via email, found on the contacts menu of the Service.
11.3 Samsung may at any time, terminate these Terms with you by giving written notice of termination to the email address held in our records for you.
11.4 The Licence will cease immediately upon termination, or your breach, of these Terms.
11.5 Upon termination:
•you must cease your use of the Service and all Content;
•on request from Samsung, you must promptly return or destroy any or all Content in your possession or control (or otherwise comply with any request by Samsung contemplated in clause 7.6 at your sole expense);
•the obligations of confidentiality (but not the rights to use or disclose) under clause 13, clauses 7.6, 9, 11, 12 and 16, and any other provision of these Terms which expressly or by implication is intended to come into or remain in force on or after termination, shall continue in full force and effect notwithstanding any such termination.
12.1 To the extent permitted by law, the information, documents, software and other materials contained on the Service and Content are provided "as is". We try to ensure that such materials are accurate and up to date, but we are not responsible for any errors, faults or inaccuracies. To the fullest extent permitted by law, we expressly exclude all representations, conditions, warranties or other terms which apply to the Service and Content including any implied warranties of satisfactory quality, merchantability, fitness for a particular or any purpose or non-infringement which might otherwise apply but for this clause.
12.2 To the extent permitted by law, we do not warrant or guarantee that the Service or Content will be:
(a) compatible with all or any hardware and software which you may use;
(b) available all the time or at any specific time, uninterrupted, secure or error free; or
(c) suitable for your requirements or meet any specific level of performance or functionality.
Except as set out in these Terms you assume the entire risk as to the quality and performance of the Service or Content.
12.3 We are only liable to you for direct losses which you suffer as a result of a breach of these terms and conditions by us. We are not responsible to you for any losses which you may incur which were not a foreseeable consequence of us breaching these terms and conditions, for example if you and we could not have contemplated those losses before or when you access the Service or Content. Our liability to you shall not in any circumstances include any business losses that you may incur, including but not limited to lost data, lost revenue, lost profits or business interruption.
12.4 To the extent permitted by law, the Samsung Group's liability is limited to:
(a) in the case of a supply of goods, Samsung doing any one or more of the following (at its election): replacing the goods or supplying equivalent goods; repairing the goods; paying the cost of replacing the goods or of acquiring equivalent goods; or, paying the cost of having the goods repaired; and
(b) in the case of a supply of services, Samsung doing either or both of the following (at its election): supplying the services again; or, paying the cost of having the services supplied again.
12.5 If, notwithstanding the above, the Samsung Group is liable to any person, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with these terms and conditions then, to the extent permitted by law, the Samsung Group's liability is limited in aggregate to the greater of $1 and the purchase price paid for the Service or Content the subject of the relevant claim, action, proceeding or dispute.
12.6 Samsung will not be liable for any use you make of the Services or Content that is incorrect, inaccurate, misleading or deceptive.
12.7 You acknowledge that the above provisions of this clause 12 are reasonable given the charges made (if any) for the Service or Content and you will accept such risk and/or insure accordingly.
12.8 By using the Service, you agree to indemnify the Samsung Group (as defined in clause 16.5), and its officers and employees, against any costs, damage, claims, liabilities and expenses incurred as a result of your breach of these Terms or any other applicable terms.
13.1 For the purposes of this clause, "Confidential Information" means, in relation to Samsung, all information relating to the Samsung Group which is designated by Samsung as confidential, which is commercially sensitive, or which ought reasonably be regarded as confidential, including all such information concerning the business, products, services, systems, procedures, records and information and materials regarding unreleased products and services (in whatever form, including in electronic format) of the Samsung Group, and their relationships with their customers and suppliers. Confidential Information of Samsung includes the terms and conditions of these Terms.
13.2 Subject to the provisions of this clause 13, you:
•must treat as strictly confidential and only use Samsung's Confidential Information solely for the purposes contemplated by these Terms; and
•must not, without the prior written consent of Samsung (which may be withheld in Samsung's absolute discretion), publish, use or otherwise disclose to any person Samsung's Confidential Information except for the purposes contemplated by these Terms.
13.3 You may disclose Samsung's Confidential Information which would otherwise be subject to clause 13.2 if, but only to the extent, you can demonstrate that:
•such disclosure is required by applicable law or by any securities exchange or regulatory or governmental body having jurisdiction over it, wherever situated;
•the Confidential Information was lawfully in your possession prior to its disclosure by Samsung (as evidenced by written records) and had not been obtained from Samsung; or
•the Confidential Information has come into the public domain other as a result of a breach of these Terms or any other obligation of confidence, provided that any such disclosure must not be made without prior consultation with Samsung.
13.4 You may for the purposes contemplated by these Terms disclose Samsung's Confidential Information to the following persons or any of them, provided that such persons have first been directed ("Direction") by you to keep it confidential: (a) your personnel; and (b) your professional advisers, auditors, bankers and insurers, acting as such. You must enforce each Direction at your own cost.
13.5 You must promptly give notice in writing to Samsung if you become aware of any unauthorised or suspected unauthorised disclosure to any third party of any Samsung Confidential Information and provide Samsung with all information and assistance reasonably required by Samsung in respect of such unauthorised disclosure.
14. Other content
14.1 The Service and Content may include hyperlinks to other web sites or content or resources. Samsung may have no control over any web sites or resources which are provided by companies or persons other than Samsung.
14.2 You acknowledge and agree that Samsung is not responsible for the availability and content of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
14.3 You acknowledge and agree that Samsung is not liable for any loss or damage which may be incurred by you as a result of the availability or content of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
15. Changes to the Terms
15.1 Samsung may make changes to the Terms from time to time, with or without notice to you. When these changes are made, Samsung will make a new copy of the Terms available at the Service and any new additional terms will be made available to you from within, or through, the Service.
15.2 You understand and agree that if you use the Service after the date on which the Terms changed, Samsung will treat your use as acceptance of the updated Terms.
16. General legal terms
16.1 The Terms and the other documents referred to within the Terms constitute the whole legal agreement between you and Samsung and govern your use of the Service and Content (but excluding any services which Samsung may provide to you under a separate written agreement), and completely replace any prior agreements between you and Samsung in relation to the Service or Content.
16.2 You agree that Samsung may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.
16.3 You agree that if Samsung does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Samsung has the benefit of under any applicable law), this will not be taken to be a formal waiver of Samsung's rights and that those rights or remedies will still be available to Samsung.
16.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
16.5 You acknowledge and agree that each company in the Samsung Group shall be third party beneficiaries to the Terms and shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms. For the purposes of these Terms, a company in the Samsung Group is any company, corporation, firm, partnership or other entity that controls Samsung, is controlled by Samsung or is under common control with Samsung; the term controls and controlled meaning the ability to direct the management of the relevant entity.
16.6 You may not transfer, assign, charge or otherwise dispose of these Terms, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of these Terms, or any of our rights or obligations arising under it, at any time during its term.
16.7 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control ("Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government. Our performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
16.8 The Terms, and your relationship with Samsung under the Terms, shall be governed by the laws of New South Wales without regard to its conflict of laws provisions. You and Samsung agree to submit to the non-exclusive jurisdiction of the competent courts in New South Wales to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Samsung shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
All correspondence to Samsung, including any queries you may have regarding the Service or Content, should be via email, found on the contacts menu of the Service.