1. In these Terms:
| “Bidstack” or “we” or “us” | means Bidstack Ltd; |
| “Creative” | means your logo, image(s) and/or other artwork submitted within a Request; |
| “IPRs” | means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights to use and protect the confidentiality of confidential information (including, but not limited to know-how and trade secrets), trade marks, geographical indications, service marks, trade names, design rights, rights in get-up and trade dress, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, all similar rights of whatever nature wherever in the world arising, in each case:
(a) whether registered or not,
(b) including any applications to protect or register such rights,
(c) including all renewals and extensions of such rights or applications,
(d) whether vested, contingent or future, and
(e) wherever existing; |
| “mockup” | means the Bidstack-provided output from a Request; |
| “Request” | means a mockup request submitted via https://www.bidstack.com/mockup-request/ (or such other process as Bidstack may provide from time to time); |
| “you” | Means the individual and/or organisation submitting Creatives |
2. You may from time to time submit Requests;
3. Where you submit a Request, these Terms shall apply to each such submission;
4. You warrant, represent and undertake to Bidstack that on the date of each Request you:
4.1. own the copyright and other IPRs in all Creatives submitted by or on behalf of you for the provision by Bidstack of mockups, or otherwise you are or will be entitled to reproduce, have reproduced, distribute and have distributed all such Creatives;
4.2. all costs of any kind relating to the production of Creatives (including royalties payable to licensors of rights in any Creatives) have been paid or will be paid when due;
4.3. no Creatives will be unlawful, obscene, libellous or in any way contravene any requirement of law or code of practice;
4.4. replication, storage, conversion and other dealing by Bidstack of the Creatives and creation of mockups will not be in any respect unlawful or infringe any rights (including IPRs) of any third party;
5. You hereby shall indemnify, hold harmless and defend Bidstack against all claims, damages, fines, penalties, losses, costs, liabilities and expenses which it may suffer or incur and which would not have been suffered or incurred had the warranties in the preceding clause 4 been wholly correct (including in respect of any claim against any of them by a third party which such third party fails to substantiate for any reason); if any third party makes any claim relevant to this indemnity you will promptly and fully co-operate with Bidstack and provide it with all relevant information, evidence and assistance within its power to assist in defending such claim.
6. You hereby grant to Bidstack a non-exclusive, royalty-free, non-transferable licence (with power to sub-licence for the sole purpose of the provision of the mockups) to use all your IPRs in the Creatives and (as applicable) those of your licensors solely for the provision of the mockups and otherwise as anticipated by these Terms; except for such licence, nothing in these Terms confers upon either party any right in any intellectual property which is owned by or licensed to the other party.
7. Nothing in these terms shall limit or exclude any liability of either party which may not be limited or excluded by law, including without limitation liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.
8. Bidstack shall have no liability under these Terms (whether in compensation for any breach or pursuant to any indemnity and whether in contract, tort, for breach of statutory duty or otherwise) for any loss of anticipated savings, loss of revenue, loss of profit, loss of data, loss of goodwill or reputation, liability to third parties, business interruption, loss of management time, loss of use of any asset or any loss which procedures and precautions implemented by the other party (or which would generally be implemented by a person exercising a degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a reasonably and appropriately skilled and experienced person in the same or similar circumstances) could have prevented or reduced, or for any special incidental or consequential losses or damages.
9. These Terms shall be governed and construed in all respects in accordance with the laws of England and Bidstack and you each irrevocably submit to the exclusive jurisdiction of the courts of England.
