These Brand terms are supplemental to the overall Programa terms and conditions (https://intercom.help/programa/en/articles/5564892-terms-conditions-for-users) and provide the terms and conditions under which Programa provides its service that will allow you to market products through the Programa Marketplace Platform (the “Platform”) and the services, features, Content (defined below) offered by Denpro Pty Ltd. (“Programa”, “we”, “us” or “our”) (together with the Platform, the “Services”). If you do not read, understand, and agree to all of the terms and conditions of this Brand Agreement, you may not use the Platform.
You must request to open a Brand account (an “Account”) with Programa through either accepting an invitation from another user or Programa, or completing Programa’s online registration process. By opening an Account with Programa, you warrant that:
You are legally capable of entering into binding contracts;
You are at least 18 years old; and
All the information provided during the registration process is accurate to the best of your knowledge and belief.
You must provide Programa with accurate and complete contact and payment information when you open an Account. You must immediately notify Programa if any of this information changes. If you do not provide Programa with complete, accurate, and updated contact information, you may not be eligible to sell products through the Platform.
You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and for all use of your password and Account, including, without limitation, any use by any unauthorized third party. You must notify Programa immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Programa immediately if you become aware of any other breach or attempted breach of the security of your Account or the Network or Website.
We will use reasonable care and skill in providing our Services to you and maintaining programa.com.au operational. We reserve the right to postpone access to Our Site for the purposes of maintenance, updates, or error-correction at any time without notice.
The term “Product Content” includes all Content relating to Your Products that You submit or upload to the Platform and all other Content added, created, uploaded, submitted, distributed, or posted to the Platform by users is considered “User Content”.
The term “Content” includes, without limitation, videos, audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, trademarks, logos and interactive features generated, provided, or otherwise made accessible on or through the Services, in addition to Product Content and User Content. All Content whether publicly posted or privately transmitted, is the sole responsibility of the person or Brand from which such Content originated.
License granted to Programa
By submitting User Content through the Services, You hereby do and shall grant us a worldwide, non-exclusive, royalty-free, fully paid, sub licensable and transferable license to use, edit, modify, reproduce, distribute, display, perform, and otherwise fully exploit the User Content in connection with the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds).
By submitting Product Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sub licensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, and perform such Product Content solely for the purpose of providing the Services, and for no other purpose. You represent and warrant that You have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
Availability of Content
We do not guarantee that any Content will be made available on or through the Services. Further, we have no obligation to monitor the Site or the Services. However, we reserve the right to (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to You and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that You may have violated these Terms), and (ii) to remove or block any Content from the Services.
You may delete or remove Your Product Content or User Content, either Yourself or through a request made to one of our employees. When Your Product Content or User Content is deleted, it will be removed from the Platform. However, You understood that any removed Product Content or User Content may persist in backup copies (and on the Programa website) for a reasonable period of time (but will not following removal be shared with others).
Notices & Restrictions
The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws (“Intellectual Property”). You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. You or any user affiliated with You, are strictly prohibited from using any Intellectual, including but not limited to any Content specifically provided by us, our partners or our users as well as any aspect, feature, design element, user interface or source code of the Services, outside of the Services or in any way not expressly authorised by the applicable rights holder to such Intellectual Property.
Maintaining Your Product Content
You warrant that all information you put on your seller page is accurate and is not misleading in any way.
Delivery of Content
In order to market and sell your items through the Platform a DIGITAL Brand CATALOGUE (“Catalogue”) will need to be created. This Catalogue should contain the full range of products that you will offer, including all variations and customisation options. You will upload to the Platform all content necessary for the successful creation of your Catalogue in accordance with the applicable instructions on the Platform. You must also upload all other content required to package and market any of your products. Programa may, in its sole and exclusive discretion, determine whether any content complies with such instructions and is satisfactory for use within the Platform. If content is determined to be unsatisfactory, Programa reserves the right to remove or modify this content.
Approvals & Consents
You must have all necessary approvals and consents to use all content provided and you must deliver copies of those approvals and consents to Programa if Programa requests them.
When using Programa or posting any message, information or other material, including without limitation audio or visual material and information about Products for sale (“Material”), you will comply with the provisions of this clause. You will indemnify us against any losses arising from your breach of this clause.
We disclaim all liability and responsibility arising from any reliance placed on the Material posted on Programa by you or any User.
Any Material you upload to the public areas of Programa (other than your chosen site password which you may upload during registration to our Site) will be considered non-confidential and non-proprietary. You warrant that any such Material:
will not contain any obscene, defamatory, abusive, threatening, or harassing material, or any pornographic, seditious, or blasphemous material or any material liable to incite racial or religious hatred or any material advertising products different than the products that could be sold at Programa;
will not breach any legislation or applicable law;
will not infringe any third party intellectual property rights; and
(in relation to Material either sent to other Users or posted on the public areas of Our Site) will not contain or constitute unauthorised commercial communications, or “spam”.
We have the right to disclose your identity to any third party who claims that any Material posted or uploaded by you to Our Site constitutes a violation of their intellectual property rights, or their right to privacy. We reserve the right to remove any Material from Our Site which breaches any part of this clause.
Costs of Maintaining your Product Content
You will be solely responsible for the creation of the electronic and digital content that you upload to Programa, unless agreed by Programa in advance that Programa will help with the Catalogue creation. You will pay all costs associated with its creation and copies thereof, including, without limitation: (i) any compensation owed to third parties; (ii) payments required by any agreement between you and any labor organization (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities and equipment, and the like.) In the event Programa is helping with the Catalogue creation, You are liable for making sure all the items are correct before they are live on the platform.
Maintenance of Product Content
You are responsible for maintaining an up to date Catalogue including full product ranges and up to date retail prices.
Communication with Users
Users may use the Platform to send you communications in several forms, including but not limited to: Messages and Quotes. It is your responsibility to respond to any communication from a user within a reasonable period of time (usually one business day).
Users may use the Platform to request quotes or place orders for Products in your Catalogue. It is your responsibility to accurately convey the full price of any Quote or Order including the final price of the Product along with any additional charges, discounts, transportation fees, and applicable taxes and include these directly in the Platform so that they are included in the response provided to the user. Programa reserves the right to reject activity that does not comply with any such requirements as Programa periodically may establish.
Advertising and Promotion
We will organize promotion of the Products sold on programa.com.au through Search Engine Optimization, Online and Offline P.R., Online Advertising, Email Newsletter Campaigns, Affiliate Programmes, participation in Industry Events or any other activities we may deem appropriate. The scope and amount of advertising and publicity are at the sole discretion of Programa.
Both parties agree that the successful implementation of an online retail venture involves adapting to competitors strategies in terms of promotion, publicity and incentive to consumers. The Seller undertakes to accept the conditions (but only when reasonable under the perspective of a broad view of the Internet retail industry) that Programa requires in order to carry out promotions.
Our liability for losses you suffer as a result of us breaching any term of the Contract is strictly limited to the total Fees actually paid by you in the six month period immediately preceding the date of the breach.
Nothing in these terms and conditions will operate to exclude or limit in any way our liability:
for death or personal injury caused by our negligence;
for fraud or fraudulent misrepresentation; or
for any matter for which it would be illegal for Us to exclude, or attempt to exclude, our liability.
We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to:
loss of income or revenue
loss of business
loss of profits or contracts
loss of anticipated savings
loss of data
waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise.
We are not responsible or liable for any lack of access to our Site as a result of maintenance work to Programa. We will endeavour to provide Users and Members with reasonable notice of any maintenance work that may restrict access to our Site.
You may delete or remove Your Product Content or User Content, either Yourself or through a request made to one of our employees or affiliates. When Your Product Content or User Content is deleted, it will be removed from the Services. However, You understood that any removed Product Content or User Content may persist in backup copies (and on the Programa website) for a reasonable period of time (but will not following removal be shared with others).
For questions about these or any Programa terms or policies, email us at firstname.lastname@example.org