1. Use of Hallite Academy
1.1 Hallite Academy is a free resource to you as a reseller of HSI’s products (“HSI Products”) to download and use trade marks, logos, product images, brochures and training materials available from time to time in Hallite Academy (“Licensed Materials”) in your own promotional materials, product lists, price lists and websites for the promotion and marketing of HSI Products and to train your employees in the use and repair of HSI Products (“Authorised Use”).
1.2 You agree that you will:
1.2.2 ensure that each employee keeps confidential his/her password created to access Hallite Academy and ensure that your employees do not share their password with any other person including other employees;
1.2.3 not part with the possession of the Licensed Materials except for (a) trade marks, logos and product images which you may download and send to your agents, for example designers, publishers and printers, who need to have access to them to assist you in your use of the Licensed Materials for the Authorised Use and (b) brochures which you may download and send to customers and potential customers; and
1.2.4 not, and will not permit your agents to, copy, merge, adapt, vary or modify the Licensed Materials for any purpose other than the Authorised Use.
1.3 You acknowledge that Hallite Academy, as a free information resource, has not been developed to meet your specific requirements. It is your responsibility to ensure that Hallite Academy meets your requirements for your intended use of the Licensed Materials.
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 Hallite Academy and in accordance with any user guidelines HSI may publish from time to time (“User Guidelines”);
2.2.3 to procure that all agents supplied with the Licensed Materials use them only in respect of the Authorised Use and in accordance with any User Guidelines;
2.2.4 to immediately cease use of any Licensed Materials if HSI notifies you that such use is misleading, unlawful or may injure HSI’s reputation or the validity of any registration for any of the Licensed Materials, notwithstanding that such use is Authorised Use;
2.2.5 if HSI notifies you to discontinue use of any of the Licensed Materials in any particular font, logo or other format you will discontinue such use promptly following such notification;
2.2.6 if HSI notifies you of any new font, logo or format or User Guidelines for any of the Licensed Materials you will use them in such new form or in accordance with such new User Guidelines as soon as practicable following notification or from such date as HSI may specify in its notice;
2.2.7 you are responsible for ensuring that all of your use of the Licensed Materials is lawful and complies with all relevant legislation; and
2.2.8 you will provide HSI on request with examples of your use of the Licensed Materials.
2.3 You acknowledge and agree that the Licensed Materials belong to HSI including:
2.3.1 all worldwide copyrights in the Licensed Materials; and
2.4 HSI will have the conduct of any proceedings relating to the Licensed Materials and in respect of any infringement or misuse or alleged infringement or misuse 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 HSI if you become aware of such infringement or misuse, alleged infringement or misuse, passing off or other claim or counterclaim.
2.5 You will upon 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 HSI’s prior written consent.
3. Confidential Information
3.1 You acknowledge that the training materials comprised in the Licensed Materials may contain confidential information belonging to HSI and you agree:
3.1.1 to keep and maintain the training materials confidential and not disclose them in whole or in part to any third party;
3.1.2 to use the training materials only for training your employees and not for any other purpose;
3.1.3 not to copy the training materials except as strictly necessary for training your employees;
3.1.4 to disclose and permit access to training materials only to those of your employees who necessarily need to have access to them;
3.1.5 to keep separate the training materials from all your other documents and records;
3.1.6 to destroy all copies made by you of the training materials no later than 7 days following a request by HSI to do so; and
3.2. Your obligations under clause 3.1 shall not extend to:
3.2.1 information which was in the public domain at the time of disclosure by or acquisition from HSI or hereafter comes into the public domain other than by the default of you or your employees;
3.2.2 information which you can demonstrate to the reasonable satisfaction of HSI was in your possession prior to disclosure by or acquisition from HSI and was not directly or indirectly disclosed by or acquired from a third party who required you to keep it confidential; or
3.2.3 information you hereafter learn from a third party acting in good faith who does not derive the same directly or indirectly from the HSI and who does not require you to keep it confidential.
5.3 HSI does not make any express or implied warranty or representation concerning the information that it discloses or makes available, or the accuracy or completeness of such information.