Terms and Conditions – This Girl Can – Victoria

Updated as at: 2 March 2018

VICHEALTH “THIS GIRL CAN – VICTORIA” CAMPAIGN PROMOTIONAL TOOLKIT

These terms of use set out the basis on which the Campaign Promotional Toolkit is supplied to you.

VicHealth has been granted a licence by The English Sports Council to operate the This Girl Can campaign (“This Girl Can Campaign”) in Victoria, Australia. As part of this initiative, we have created the Campaign Promotional Toolkit comprising of a series of downloadable documents to help eligible organisations, clubs and sporting bodies to promote the Victoria Campaign (defined below).

To be considered as an eligible organisation, club or sporting body, you must operate within the state of Victoria, Australia and only use the Campaign Promotional Toolkit within the state of Victoria, Australia to promote physical activity to Victorian women.

To become an eligible organisation, club or other sporting body in Victoria, Australia that wishes to use the VicHealth This Girl Can – Victoria Campaign Promotional Toolkit (defined below) to encourage women’s participation in sport in Victoria, Australia you can visit our website at www.thisgirlcan.com.au (“Website”) and register your interest in supporting the Victoria Campaign. Once your application has been received, we will review it to assess whether you are eligible to use the Campaign Promotional Toolkit. We will confirm our approval or rejection by email within ten (10) business days of receipt of your application. If you are approved, you will be able to download the Campaign Promotional Toolkit to use in accordance with these Terms and Conditions as defined below. You are not permitted to share the Campaign Promotional Toolkit with any other organisation or individual outside of your organisation. Any artwork created using these materials must be submitted to VicHealth for approval before it is published. We reserve the right to approve or reject such materials at our sole discretion.

Please read these Terms and Conditions carefully prior to submitting your application and prior to any use of the Campaign Promotional Toolkit.

Please complete the form on the Website providing your contact and identity details and tick the box confirming that you have read and accepted these Terms and Conditions. If you do not complete the form or you refuse to accept these Terms and Conditions, you will not be authorised to download and use the Campaign Promotional Toolkit.

We reserve the right to amend these Terms and Conditions (including introducing new terms in the future and removing and/or replacing the Campaign Promotional Toolkit or any part of it) from time to time without notice to you. The amended Terms and Conditions will be effective from the date it is posted on the Website.  Your continued use of the Campaign Promotional Toolkit (or any part of it) will constitute your acceptance of the amended Terms and Conditions. Therefore, please review the Website (and these Terms and Conditions in particular) on a regular basis.

You shall not have the right to rely on these Terms and Conditions for use of the Campaign Promotional Toolkit (or any part of it) if you or the organisation that you are employed by, is party to a separate agreement and/or written permission from us to use the Campaign Promotional Toolkit (or any part of it).

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1. Definitions and Interpretation

1.1          Unless the context otherwise requires, capitalised terms shall have the meaning as set out below:

“Campaign Promotional Toolkit” materials relating to the Campaign, that are made available by us for download on the Website, which may include but is not limited to posters, social media content, and key messages which you download from the Website for your use;

“ESDTL” The English Sports Development Trust Limited of First Floor, 21 Bloomsbury Street, London WC1B 3HF, United Kingdom;

“Intellectual Property Rights” all copyright, database rights, design rights, registered designs, trademarks, service marks, trade secrets and rights in confidential information and all rights and forms of protection of a similar nature or having an equivalent effect to any of them which may subsist anywhere in the world together with all goodwill attaching or relating thereto, whether or not any of them are registered and including application for registration of any of them relating to the Campaign Promotional Toolkit (including any translations thereof);

“Permitted Purpose” to promote and raise awareness of the Campaign by using, exhibiting and distributing the Campaign Promotional Toolkit solely within in Victoria, Australia at your premises and at events organised by you, including the right to add your organisation’s name, contact details and details of your organisation’s sports facilities and services (but not any merchandise, products or other goods) and prices in the allocated text box provided in the relevant document in the Campaign Promotional Toolkit;

“Term” the term of the Victoria Campaign which will run from 1 June 2017 for a period of up to four (4) years to 30 June 2020, unless terminated earlier by us in accordance with these Terms and Conditions;

“Terms and Conditions” these Terms and Conditions, as amended, supplemented or otherwise modified by us from time to time;

“The English Sports Council” of First Floor, 21 Bloomsbury Street, London WC1B 3HF, United Kingdom;

“VicHealth”, “we”, “us”, “our” Victorian Health Promotion Foundation (A.B.N. 20 734 406 352) OF 15-31 Pelham Street, Carlton, Victoria, 3035;

“Victoria Campaign” the implementation of The English Sports Council’s This Girl Can Campaign in Victoria, Australia – “This Girl Can – Victoria” to promote healthy living, sport and physical activity to women in Victoria, Australia, to encourage women’s participation in sport and physical activity in Victoria, Australia;

“Website” www.thisgirlcan.com.au; and

“you”, “your(s)” an organisation, club or other sporting body operating in Victoria, Australia that wishes to use the Campaign Promotional Toolkit for the Permitted Purpose.

1.2          The headings in these Terms and Conditions are for convenience only and do not affect its interpretation.

1.3          In these Terms and Conditions, the words “include”, “includes”, “including” and “such as” are to be construed as if they were immediately followed by the words “without limitation”.

1.4          In these Terms and Conditions, unless the context clearly indicates another intention, a reference to:

(a) any gender includes other genders and the singular includes the plural and vice versa;

(b) a clause or party is a reference to a clause of or party to these Terms and Conditions;

(c) obligations undertaken by more than a single person or company are joint and several obligations; and

(d) any reference to a person shall include natural persons and partnerships, firms and other such unincorporated bodies, corporate bodies and all other legal persons of whatever kind and however constituted.

 

2. Your Organisation

2.1          You warrant that you are an organisation established in Victoria, Australia and that operate within Victoria, Australia.

2.2          You warrant that all of the information that you have provided to us in connection with these Terms and Conditions is complete and accurate.

 

3. Your Obligations

3.1          You hereby consent to any publicity about your activities relating to –the Victoria Campaign as we may from time to time require.

3.2          You will tell us about any changes to information you have previously provided in connection with the Campaign Promotional Toolkit and will make sure that the information we hold is true and up to date.

3.3          You agree to participate from time to time in such activities (such as completing questionnaires or responding to queries from us) as we may reasonably require in order to evaluate the effectiveness of the Victoria Campaign.

3.4          You agree to comply with all applicable laws in all matters connected to the Campaign Promotional Toolkit and your use of it.

3.5          You accept that we may share information about use of the Campaign Promotional Toolkit with any parties of our choice as well as with members of the public who make a request for information under the Freedom of Information Act 1982.

 

4. Licence to use the Campaign Promotional Toolkit

4.1          In consideration of your warranties under clause 2 and subject to you meeting your obligations under clause 3, we hereby grant to you a non-exclusive, non-transferable, non-sub-licensable, royalty-free licence to use the Campaign Promotional Toolkit for the Permitted Purpose in accordance with these Terms and Conditions for a period commencing on the date on which you download the relevant Campaign Promotional Toolkit from the Website until the end of the Term.

4.2          For the avoidance of doubt we do not grant you any rights whatsoever:

(a) to edit, adapt, modify, amend and/or use extracts from the Campaign Promotional Toolkit  for any purpose, save for the specific right to include your organisation’s name, contact details and details of your organisation’s sports facilities and services as specifically set out in the Permitted Purpose; and/or

(b) to use, copy, edit, adapt, modify, amend, incorporate, publish, distribute, communicate to the public, broadcast and/or exhibit the This Girl Can trade mark and/or any lock-ups incorporating the This Girl Can trade mark for any purpose, save to the extent that it is already included in a document within the Campaign Promotional Toolkit, and your use of such document is limited in accordance with Clause 4.2(a) above.

 

5. Use of the Campaign Promotional Toolkit

5.1          Once you have received our approval, the Campaign Promotional Toolkit can be downloaded by you from the Website.

5.2          You hereby agree that:

(a) you shall not use the Campaign Promotional Toolkit (or any part of it) for any use, event or purpose (whether directly or indirectly) which:

(i) violates or infringes in any way upon the rights of others, which is unlawful, offensive, obscene, defamatory, profane or otherwise objectionable which encourages conduct that would constitute a criminal offence, gives rise to civil liability or otherwise violates any law or is in breach of the privacy or any other rights of a third party or of any law;

(ii) would tend to allow them to become liable mislead the public, or be materially detrimental to or inconsistent with our good name, goodwill, reputation and image;

(iii) would impair our rights and/or the rights of The English Sports Council and/or ESDTL in the Campaign Promotional Toolkit (or any part of it);

(iv) is commercial (i.e. promoting any merchandise, products or other goods) or promotional, save that you shall have the right to add your organisation’s name, contact details and details of your organisation’s sports facilities and services (but not any merchandise, products or other goods) and prices in the allocated text box provided in the relevant document in the Campaign Promotional Toolkit;

(v) falsely suggests a client (or other business) affiliation/relationship with us and/or The English Sports Council and/or ESDTL; or

(vi) is in any way affiliated to or sponsored by any company, organisations, persons, sponsors and/or media partners that contravene the objective of the Victoria Campaign, including without limitation manufacturers, suppliers and retailers of alcohol, cigarette and other tobacco products, carbonated soft drinks, fast food and drugs.

(b) you shall not amend, adapt, use or position the Campaign Promotional Toolkit (or any part of it) so as to suggest that we, you, any of the persons appearing in the Campaign Promotional Toolkit or The English Sports Council and/or ESDTL endorse any commercial product or service or any political party or belief without our prior approval in writing;

(c) you shall discharge your obligations in connection with the use of the Campaign Promotional Toolkit with all due skill, care and diligence and comply with any applicable laws, regulations and/or industry codes;

(d) you shall at all times (notwithstanding the termination of these Terms and Conditions) be liable for, indemnify and hold us and The English Sports Council and ESDTL harmless (together with our officers, employees and agents) against all liabilities, actions, proceeds, costs, claims, damages and other expenses of any nature whatsoever incurred by, suffered by or awarded against us and/or The English Sports Council and/or ESDTL and compensation agreed by us and/or The English Sports Council and/or ESDTL in consequence of any breach or non-performance by you of any of your obligations under these Terms and Conditions.

 

6. Intellectual Property Rights

6.1          The legal and beneficial ownership of the physical Campaign Promotional Toolkit and the Intellectual Property Rights belongs to us or our affiliates and/or The English Sports Council and/or ESDTL.

6.2          You agree that these Terms and Conditions do not give you any ownership, any claim, any right, title or interest in or to the Campaign Promotional Toolkit (or any part of it), except the rights of use as are specifically set out in these Terms and Conditions and you hereby acknowledge and agree that the benefit of all such use by you shall at all times ensure to us. You shall hold all goodwill accruing to the Campaign Promotional Toolkit as a result of your use of the Campaign Promotional Toolkit as bare trustee for our benefit and/or, the benefit of The English Sports Council and/or ESDTL (as relevant).

6.3          All uses of the Campaign Promotional Toolkit materials must be displayed by you in the manner that has been presented for download on the Website, without amendment, save that you can add your organisation’s name, contact details and details of your organisation’s sports facilities and services (but not any merchandise or products) and prices in the allocated text box provided in the relevant document in the Campaign Promotional Toolkit. The text box must not be moved from its original position and relocated to another part of the relevant materials.

6.4          You are not in any circumstances whatsoever permitted to include any third party (whether commercial or non-commercial) brands or logos in any materials and/or content and/or at any events and activities in connection with the campaign.

 

7. Protection of the Campaign Promotional Toolkit and the Intellectual Property Rights

7.1          You shall not apply to register or pursue registrations of the Campaign Promotional Toolkit (or any part of it) or any Intellectual Property Rights in your own name.

7.2          You shall notify us in writing of any infringements or misuses of the Campaign Promotional Toolkit (or any part of it) and/or the Intellectual Property Rights by third parties of which you become aware.

7.3          We, The English Sports Council and ESDTL have the sole right to determine whether any action shall be taken on account of all proceedings relating to the Campaign Promotional Toolkit  (or any part of it) and/or the Intellectual Property Rights and will in our, The English Sports Council and ESDTL’s sole discretion decide what action (including litigation, arbitration or compromise) if any to take in respect of any infringement or alleged infringement of the Campaign Promotional Toolkit (or any part of it) and/or the Intellectual Property Right or any other claim or counterclaim brought or threatened in respect of the use of the Campaign Promotional Toolkit (or any part of it) and/or the Intellectual Property Right. Neither we nor The English Sports Council nor ESDTL shall be obliged to bring or defend any proceedings whether for infringement or otherwise in relation to the Campaign Promotional Toolkit (or any part of it) and/or the Intellectual Property Right if we in our sole discretion decide not to do so.

7.4          In any infringement proceedings which are brought by us and/or The English Sports Council and/or ESDTL, we, The English Sports Council and/or ESDTL shall be entitled to claim in respect of any loss suffered or likely to be suffered by you and shall be entitled to retain any damages awarded in respect of such claim.

 

8. Limitation of Liability

8.1          Neither we nor The English Sports Council nor ESDTL warrant that the use of the Campaign Promotional Toolkit by you will not infringe the rights of any third party and exclude all implied warranties or representations to the fullest extent permitted by law.

8.2          Our, The English Sports Council’s and ESDTL’s only responsibilities with respect to the Campaign Promotional Toolkit are set out in these Terms and Conditions. To the fullest extent permitted by law, we, The English Sports Council and ESDTL exclude all liability for loss or damage arising out of or in connection with your use of the Campaign Promotional Toolkit (or any part of it) for any reason except where caused by our negligence, fraud, misrepresentation or fraudulent misrepresentation. Nothing in these Terms and Conditions will exclude or limit our liability for death or personal injury caused by our negligence.

8.3          You acknowledge that neither we nor The English Sports Council nor ESDTL will have any liability for any indirect or consequential losses or damage you may suffer or incur (including any loss of savings you expect to make, loss of business or business opportunity, or loss of profit or revenue) arising from your use of the Campaign Promotional Toolkit. You hereby waive any claim or cause of action arising out of any termination of these Terms and Conditions and you release us, The English Sports Council, ESDTL and our respective affiliates and our respective officers, employees and agents from any and all such claims and causes of action.

 

9. Termination

9.1          The rights granted to you under these Terms and Conditions will terminate automatically upon a breach by you of the terms of these Terms and Conditions.

9.2          We may, in our absolute and sole discretion, at any time cease to make available the Campaign Promotional Toolkit for you, including without limitation where:

(a) we decide to discontinue the Victoria Campaign;

(b) we cease to have the right to continue the Victoria Campaign and/or the right to use and/or sub-license the use of the Campaign Promotional Toolkit;

(c) you undergo, or we reasonably believe that you have undergone or may undergo, any form of insolvency or event connected to an insolvency; or

(d) we determine (including without limitation on the basis of any information or notification that you provide or fail to provide pursuant to these Terms and Conditions) that you are not suitable for the receipt of the Campaign Promotional Toolkit in accordance with the eligibility criteria for the Victoria Campaign from time to time; or

(e) we suspect that your primary purpose of receiving the Campaign Promotional Toolkit is not in line with the objectives of the Victoria Campaign; or

(f) we are requested to do so by The English Sports Council.

9.3          We will be entitled to terminate these Terms and Conditions for any reason on notice set out on the Website.

9.4          Termination of these Terms and Conditions will be without prejudice to any existing rights and/or claims that we and/or The English Sports Council may have against you, and will not relieve you from fulfilling the obligations accrued prior to such termination.

9.5          You acknowledge that we will have no liability arising out of any alleged wrongful termination of these Terms and Conditions. You hereby waive any claim or cause of action arising out of any termination of these Terms and Conditions and you release us, our affiliates and our respective officers, employees and agents from any and all such claims and causes of action.

9.6          On termination of these Terms and Conditions:

(a) you will immediately cease all use of the Campaign Promotional Toolkit and destroy or upon our request return to us all materials containing the Campaign Promotional Toolkit in your possession or control; and

(b) all rights granted to you under these Terms and Conditions or however acquired and any goodwill associated therewith shall revert and inure to us and/or The English Sports Council (as relevant).

 

10. General

10.1        If any provision of these Terms and Conditions is held to be illegal, invalid or unenforceable in whole or in part the remainder of these Terms and Conditions will continue to be valid and enforceable.

10.2        No failure or delay in exercising rights under these Terms and Conditions shall operate as a waiver of such rights.

10.3        These Terms and Conditions does not make a party the agent of the other nor does it create a partnership or joint venture between the parties.

10.4        These Terms and Conditions expresses the entire agreement between us and you.

10.5        These Terms and Conditions is personal to you and you will have no right to assign, novate or otherwise transfer any of your rights, obligations and liabilities under these Terms and Conditions.

10.6        We may assign, novate or otherwise transfer all of its rights, obligations and liabilities under these Terms and Conditions to a successor body to us and/or The English Sports Council, and you will consent to any such assignment, novation or other transfer with delay.

10.7        The English Sports Council and ESDTL shall have the right to enforce its rights against you under these Terms and Conditions.

10.8        These Terms and Conditions and all disputes arising in connection with these Terms and Conditions shall be governed and construed according to the laws of the Australian state of Victoria and be subject to the non-exclusive jurisdiction of the Victorian Courts.

10.9        Without prejudice to the Clause 10.8, The English Sports Council and ESDTL shall also have the right to apply at any time for injunctive, other interlocutory or emergency relief outside of Victoria, Australia.