By using Cream you agree to be legally bound by these Terms. These Terms may be updated from time to time without notice to you. You should review these Terms periodically for any changes - accessible via usacream.com (the "Site").
1.1 In these Terms:
'Contract' means the contract for the provision of access to Cream to You on the basis of these Terms;
'C Squared' means Limited, incorporated in England and Wales under registered number , whose registered office is Road, London, SE1 0AX;
'Cream' means an online product of Limited, hosted at usacream.com
'DPA' means the Data Protection Act 1998 and all regulations under that Act and codes of practice and guidance issued by the Information Commissioner;
'Effective Date' means the date on which the Contract is made and is the date when You agree to these Terms and Conditions;
'Force Majeure' means any event affecting the performance of any provision of this agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of a party including, without limitation, any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulation, ruling or omission (including failure to grant any necessary permission) of any relevant government, court or competent national authority;
'Intellectual Property Rights' means patents, trade marks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights, know-how, secret formulae and processes, lists of suppliers and customers and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned herein;
'Password' means the password selected by you in the registration process to gain access to Cream;
'Individual Subscriber' means a person that has purchased access to Cream for individual use;
'Corporate Subscription' means access to Cream purchased by a company on behalf of its employees;
'Standard Charge' means C Squared's standard charge for the provision of access to Cream to Individual Subscribers, as set out on the Site or as varied from time to time;
'Case Studies' means the case studies of various examples of media and marketing strategy and executions including an analysis and commentary written by C Squared;
'User Content' means any content, information, graphics, audio, images, and links You submit to Cream
'Week' means each period of seven (7) days beginning on or after the Effective Date and ending on a Friday; and
'You' or 'Your' means the person for whom C Squared has agreed to provide Cream in accordance with these Terms, and includes any individual who uses Cream on behalf of that person.
1.2 In these Terms, unless otherwise stated:
(a) a reference to a statute or statutory provision includes that statute or provision as amended, extended, re-enacted or consolidated from time to time and all statutory instruments or orders made under it;
(b) words denoting the singular include the plural and vice versa, words denoting one gender include the others, and words denoting persons include firms, corporations or other legal entities;
(c) 'these Terms' means the terms and conditions set out in this document, as amended or extended from time to time; and
(d) 'writing' or any cognate expression includes a communication by fax or similar means (but not e-mail, text message or similar means).
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
2.1 To use Cream, You must first complete the registration process on the Site.
2.2 If You register with the Site on behalf of another individual, firm, company or other person, You must ensure that the other person is aware of and agrees to these Terms, and You warrant that You have done so and are authorised to bind that other person.
2.3 Each registration is for a single user only. In order to access Cream, You will be required to enter the Password in the appropriate place on the Site. You are not permitted to share your Password with any other person or access through a single Password being made available to multiple users on a network. C Squared may cancel or suspend your access to Cream if you do this without further obligation to you.
2.4 You may change Your Password at any time. You are responsible for the security and proper use of the Password and must take all necessary steps to ensure that the Password is kept confidential, and is used properly and not disclosed to unauthorised people.
2.5 You must inform C Squared immediately if You have any reason to believe that a Password has become known to someone not authorised to use it or if a Password is being or is likely to be used in an unauthorised way. C Squared will not be liable if a Password is disclosed or used improperly.
2.6 If C Squared has reason to believe that there is likely to be a breach of security or misuse of Cream, C Squared may change Your Password and notify You accordingly.
2.7 If You forget a Password, You will be given a new Password once You contact C Squared and satisfy the security checks which C Squared operates.
2.8 You confirm that all the information supplied by You during the registration process is true, complete and accurate in all respects. You agree to notify C Squared immediately of any changes to Your registration information. If C Squared believes that You have provided false information or that You have intentionally failed to notify C Squared of any changes to this information, C Squared reserves the right to terminate Your access to Cream immediately and without notice.
3 Use of Cream
3.1 C Squared shall provide access to Cream to You as from the Effective Date, subject to these Terms and You having paid the Standard Charge or being an authorised employee of a company that has a Corporate Subscription
3.2 C Squared hereby grants to You a non-exclusive licence to access Cream only for the purposes of Your business of which You have notified C Squared as part of the registration process
3.3 You shall be entitled to store the Case Studies and other content available on Cream in electronic form on Your own computer system and keep copies for Your own business purposes, but shall not be entitled to publish, sell, reproduce, upload, transmit, license, distribute or otherwise deal with the Case Studies and other content available on Cream or any part thereof, except as expressly permitted by these Terms.
3.4 You shall be entitled to reproduce extracts from the Case Studies and other content available on Cream for incorporation into a presentation to Your colleagues or clients provided that an acknowledgement of Cream as the source of the information is given.
3.5 You may occasionally use 'e-mail' service to distribute Case Studies and other content available on Cream to a maximum of five individuals per month. You are not permitted to distribute content to a larger number of individuals or use this service for the purpose of regularly providing others with Case Studies and other content from Cream.
3.6 You shall not adapt or convert or authorise others to adapt or convert the Case Studies or any part of the Case Studies into any other form.
3.7 You shall comply with all applicable laws and regulations in using Cream
3.8 It is Your responsibility to ensure that:
3.8.1 Your computer hardware and software, networking, telecommunications systems, Internet access, e-mail and all other necessary facilities have the necessary functionality and are in proper working order, and You have all necessary consents and licences to use Cream; and
3.8.2 You have in place all necessary industry standard safeguards to restrict third party access to Cream.
3.9 You agree to indemnify C Squared and any of its officers, employees and agents against any loss, liability, damages, costs or expenses of any kind incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arising from Your use of Cream, or any breach of these Terms.
3.10 C Squared reserves the right to make changes to Cream from time to time.
3.11 C Squared reserves the right to inspect the use made of Cream by You and Your compliance with these Terms at any time. You will permit a representative of C Squared to visit Your premises and to have access to any computer equipment on request at reasonable notice for these purposes.
3.12 If You register with the Site using two or more email addresses any special terms applying to such registration, including without limitation, promotional offers and special rates, will apply only to one of such registrations.
3.13 You understand and agree that any User Content includes information, views, opinions, and recommendations of many individuals and organisations. We do not endorse any recommendation or opinion made by any user. We do not routinely screen, edit, or review User Content. You are responsible for properly analyzing and verifying any information you intend to rely upon.
3.14 If you submit any User Content on Cream, you represent to us that you have all the necessary legal rights to submit such User Content and it will not violate any law or the rights of any person. You agree that upon uploading information on Cream, you grant C Squared a non-exclusive, transferable, worldwide, fully paid-up, royalty-free, perpetual, irrevocable right and license to use, distribute, publicly perform, display, reproduce, and create derivative works from your User Content in any and all media, in any manner, in whole or part, without any duty to compensate you.
4.1 In consideration of the provision of access to Cream and the right to use the Case Studies and other content available on Cream, You agree to pay to C Squared the Standard Charge or you must be an authorised employee of a company that has a Corporate Subscription.
4.2 If you are an employee of a company that has a Corporate Subscription to Cream, but you were not authorised by your company to access Cream as part of its subscription, you must become an Individual Subscriber by paying a Standard Charge to access Cream.
4.3 If you are already an Individual Subscriber and your company authorises you to access Cream as part of its Corporate Subscription, your Standard Charge will not be refunded.
4.4 C Squared shall, at its sole discretion, be entitled to vary the Standard Charge from time to time without notice to You.
4.5 Payment of C Squared's Standard Charge by You for the use of Cream shall be made by either debit or credit card.
4.6 You warrant that You are authorised to use the debit or credit card for the payment of C Squared's Standard Charge for the use of Cream.
4.7 If we do not receive payment authorisation or any authorisation is subsequently cancelled, we may immediately terminate or suspend your access to Cream without notice.
4.8 Unless we state in writing otherwise, the Standard Charge is nonrefundable.
5 Intellectual property
5.1 Except as expressly provided in these Terms, C Squared reserves to itself the entire worldwide copyright, database right and all other rights, title and interest in and to Cream, the Case Studies and all the other content available on Cream.
5.2 You will not remove any notice of copyright, database right, trade mark or proprietary marking on the Site or on any Case Studies or any part of Cream.
6.1 C Squared is registered and complies with the Data Protection Act.
6.2 C Squared will collect and hold any personal information given by You, including email address, password, full name, job title, company name, telephone number and postal address. C Squared does not hold your card details. When You visit usacream.com, we automatically collect non personal information such as IP addresses and web site usage information from You.
6.4 We may use your personal information to enable us to process Your subscription; to send You information about Your relationship with us, to notify You about our products, services, and other information that we believe will be of interest to You; to enhance Cream based on Your usage information; to provide advertisers and other third parties with aggregate information about Cream usage; to provide companies that have a Corporate Subscription with usage statistics of their authorised employees; to allow other select companies to send You promotional materials about their products and services (unless You've opted out of this option).
6.5 We use commercially reasonable measures to safeguard Your personal information in our possession against loss, theft and unauthorized use, disclosure or modification.
7.1 C Squared warrants to You that Cream has been compiled using reasonable care and skill, however, C Squared does not give any warranty, guarantee or other representation or term as to the quality, fitness for purpose or otherwise of Cream.
7.2 You acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law and in particular:
7.2.1 a Case Study is not intended to constitute a definitive and complete representation of the campaign to which it relates;
7.2.2 Cream includes archived information and resources, which may be incorrect or out of date; and
7.2.3 Cream and C Squared's means of delivering it may be incompatible with Your software or computer configuration.
7.3 You hereby acknowledge that You have no interest or rights in or to any Intellectual Property Rights associated with Cream, all of which belong to C Squared.
7.4 C Squared shall use reasonable endeavours to ensure that all information contained on Cream is true and accurate.
7.5 You acknowledge that C Squared makes no warranty, assurance or representation as to the quality, accuracy or completeness of any information or material contained on Cream, to the extent that such information or material was created by a third party.
8.1 Nothing in this Contract shall exclude or restrict either party's liability for death or personal injury resulting from the negligence of that party or of its employees while acting in the course of their employment, or for fraud or for any other liability that cannot be excluded or limited by applicable law.
8.2 Subject to Clause 7.1, C Squared will not be liable to You, in contract, tort (including negligence) or otherwise for any indirect loss or damage, or any economic loss including direct or indirect loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of every description, of any kind arising under this Contract, howsoever caused and even if foreseeable.
8.3 Neither party shall be liable to the other under this Contract for any loss, damage, cost, expense or other claim for compensation arising as a direct or indirect result of breach or non-performance of this Contract due to Force Majeure.
9.1 The term of the Contract shall commence on the Effective Date and shall continue until terminated in accordance with the following provisions.
9.2 For Individual Subscribers the contract will terminate 12 calendar months after the Effective Date, unless we state in writing otherwise.
9.3 For any authorised employees of companies that have a Corporate Subscription, the contract will terminate when the company terminates its Corporate Subscription.
9.4 If you are no longer an employee of a company that has a Corporate Subscription, your contract is terminated immediately.
9.5 C Squared may forthwith terminate the Contract by giving written notice to You if You commit any material or persistent breach of the Contract.
9.6 On termination of the Contract for any reason You will forthwith cease to use Cream.
10.1 C Squared may assign its rights under the Contract to any person and upon any such assignment C Squared will be relieved of any further obligation under the Contract, but the Contract is personal to You and may not be assigned by You.
10.2 Nothing in the Contract shall constitute or be deemed to constitute a partnership between C Squared and You or create or be deemed to create a relationship of principal and agent between C Squared and You.
10.3 C Squared's failure to exercise any particular right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by C Squared to You in writing.
10.4 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to rely upon or enforce any term of the Contract.
10.5 The Contract shall be construed in accordance with and governed by the laws of England and Wales. You irrevocably agree to submit to the non-exclusive jurisdiction of the English Courts, and waive any right to object to that jurisdiction on the grounds that it is an inconvenient forum or otherwise.
10.6 The Contract (together with the details of Cream on the Site) contains the entire agreement between the parties with respect to its subject matter, to the exclusion of any other terms or conditions which You may put forward, and may not be modified except by an instrument in writing signed by the duly authorised representatives of C Squared and You.
10.7 You acknowledge that, in entering into the Contract, You do not do so in consideration of or in reliance on any representation, warranty or other provision except as expressly provided in the Contract and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law, but nothing in the Contract shall affect the liability of either party for fraudulent misrepresentation.
10.8 If any provision of the Contract is held by any Court or other competent authority to be invalid or unenforceable in whole or in part, the Contract shall continue to be valid as to its other provisions and the remainder of the affected provision.
10.9 Any notice to be given under the Contract shall be in the English language and sent by personal delivery, first class post or facsimile transmission to C Squared at its registered office, or to You at the address given by You as part of the registration process, unless a change of such address has been notified in writing to C Squared or You as appropriate. Notices sent by personal delivery or facsimile transmission shall be deemed received no later than the time of delivery or transmission and notices sent by registered post shall be deemed received on the second working day following dispatch, Saturdays, Sundays and Public Holidays in each case excepted. A notice will not be valid if given by email, text message or similar means.