1. Use of the Resource Portal
1.1 The Resource Portal is provided as a free service to you as a reseller of AAK Foodservice products (“AAK Foodservice Products”) to use the trade marks, logos, product images and advertisements stored in the Resource Portal (“the Licensed Materials”) for the promotion and marketing of AAK Foodservice Products in promotional materials, product lists, price lists and websites published by you and which identify you as the reseller of the AAK Foodservice Products (“Authorised Use”).
1.2 You agree that you will:
1.2.2 not part with the login details for the Resource Portal except with your agents, for example designers, publishers and printers, who need to have access to the contents of the Resource Portal to assist you in your use of the Licensed Materials for the Authorised Use; and
1.2.3 not, and will not permit your agents to, copy, merge, adapt, vary or modify the Resource Portal or use the Licensed Materials for any purpose other than the Authorised Use.
1.3 You acknowledge that:
1.3.1 the Resource Portal is a free information resource provided by us and has not been developed to meet your specific requirements. It is your responsibility to ensure that the Resource Portal meets your requirements for your intended use of the Licensed Materials; and
2. Use of the Licensed Materials
2.2 You agree:
2.2.1 to use the Licensed Materials only for the Authorised Use and not for any other purpose;
2.2.2 to use the Licensed Materials only in the form that they appear in the Resource Portal and in accordance with the Use Guidelines contained on the Resource Portal for each of the Licensed Materials and any written instructions we may issue from time to time;
2.2.3 to procure that all agents supplied with the Resource Portal login use the Licensed Materials only in respect of the Authorised Use and in accordance with the Use Guidelines for the Licensed Materials and any written instructions we may issue from time to time;
2.2.4 to immediately cease use of and withdraw the Licensed Materials if we notify you that such use is misleading, unlawful or may injure our reputation or the validity of any registration for any of the Licensed Materials, notwithstanding that such use is within the definition of Authorised Use;
2.2.5 if we notify you to discontinue use of any of the Licensed Materials entirely or in any particular font, logo or other format you will discontinue such use promptly following our notification;
2.2.6 if we notify you of any new font, logo or format or Use Guidelines for any of the Licensed Materials you will use them in such new form or in accordance with such new Use Guidelines as soon as practicable following our notification or from such date as we may specify in our notification;
2.2.7 you are responsible for ensuring that all use of the Licensed Materials by you is lawful and complies with all relevant legislation; and
2.2.8 you will provide us on request with examples of the use you have made of the Licensed Materials.
2.3 You acknowledge and agree that the Licensed Materials belong to AarhusKarlshamn UK Limited including:
2.3.1 all worldwide copyrights in the Licensed Materials; and
2.4 We will have the conduct of any proceedings relating to the Licensed Materials and in respect of any infringement or alleged infringement of them or passing off or any other claim or counterclaim brought or threatened in relation to your use of the Licensed Materials. You will immediately notify us if you become aware of such infringement, alleged infringement, passing off or other claim or counterclaim.
2.5 You will at our request co-operate in any action, claim or proceedings brought or threatened in respect of your use of the Licensed Materials and will not admit liability or settle any such action, claim or proceedings without our written consent.
3. Feedback and Notices
3.1 Any notices to us, queries, feedback or comments you may have about the Resource Portal should be submitted by emailing us at email@example.com or writing to AarhusKarlshamn UK Ltd, King George Dock, Hull, England, HU9 5PX.
3.2 We may give notices to you at any e-mail, fax or postal address used by you in connection with your business.
3.3 Notices will be deemed served immediately if sent by e-mail or fax or two working days after the date of posting if sent by first class prepaid post.