Brand Hub Terms and Conditions

General Information

Please read these terms and conditions (“Terms”) carefully prior to accessing and using the digital brand hub (“Brand Hub”) at https://brand-hub.emdgroup.com as they contain important information about your rights and obligations.

If you do not accept these Terms you are not permitted to access the public section of the Brand Hub and, in case this is applicable to you, you will also not be able to complete the registration process for the log-in protected section of the Brand Hub. In case a link to a specific Brand Hub asset has been shared with you, you will be denied access to the shared content if you do not accept these Terms.

The Brand Hub is operated by Merck KGaA, Frankfurter Str. 250, 64293 Darmstadt, Germany (“Company”).

Any references to “we”/ ”us”/ ”our”/ ”Company” in these Terms are to Merck KGaA, Darmstadt, Germany. References to “you”/ ”your”/ ”the Licensee”/ ”user” are to you as authorised user of the Brand Hub and Company brand assets (defined below). Company agrees to permit you to use the Brand Hub and the content available at the Brand Hub subject to your strict compliance with these Terms at all times.

These Terms apply to all users of the Brand Hub (including employees of Company and its affiliates) and govern the way in which you are authorised to use any of the Company brand assets (as defined below) or any other materials available on the Brand Hub, for the creation and production of collateral and to promote Company’s and/ or its affiliate(s)’ business(es) as instructed by Company and/ or its affiliate(s).
In addition to terms which are defined throughout these Terms, the following definitions shall apply:

“Company Brand Asset(s)” means all logos, trade marks (whether registered or unregistered), brands, images, guidelines, film clips (and all parts thereof), advertisings material, and any other materials, documents, know-how, business information or other information and materials which are otherwise available at the Brand Hub (whether for download or otherwise) in which Company or one of its affiliates owns intellectual property rights, copyrights or any other rights and which may be provided to you pursuant to these Terms;

“Company Contact” means your contact within Company.
All Company Brand Assets, unless marked otherwise, are the property of Company or one of our affiliates. Where applicable, all material is subject to copyright protection.

Use of Company Brand Assets is only permitted and limited to fulfill your obligations under an agreement with Company or one of its affiliates and must always comply with our brand design basics which are the digitalized form of our former Brand Identity Principles and any related design guidelines as described and regularly updated on the Brand Hub (“Design Basics and Appendix Guidelines”). If you are making use of the share functionality it is your responsibility that the recipient of the share link complies with the Design Basics and Appendix Guidelines.

If you are accessing Company Brand Assets via a share link, you must ensure with the sharer that your use is in line with Company’s Design Basics and Appendix Guidelines.

You will not make any representation or do any act which may indicate that you have any right, title or interest in or to the ownership or use of the resources except as provided for under these Terms or an agreement with Company or one of its affiliates and acknowledge that nothing in such agreement or these Terms shall give you any right, title or interest in or to the Company Brand Assets save as expressly granted to you via such agreement or Terms.
Company grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license and at our sole discretion at any time revocable right to use Company Brand Assets to fulfill your obligations under an agreement with Company, one of its affiliates or one of its third party service providers if an agreement with Company or one of its affiliates requires this.

You are permitted to download and reproduce Company Brand Assets from the Brand Hub, provided that:
- no related graphics, names, logos, symbols, trademarks or any other part of any Company Brand Assets is modified in any way without permission from Company;
- the resources are not altered in any way and shall not be used in a manner that might lead to confusion about the relation of Company or one of its affiliates with you or with any other company;
- you comply the with Design Basics and Appendix Guidelines, seeking approval, guidance or permission where prompted;
- all Company Brand Assets that you download are not reassigned or sublicensed;
- where provided, for example in the metadata associated with an image, mandatory credits for photographers and their agencies must be included; and
- you ensure that the Company Brand Assets are not used in any way that can be deemed unsuitable or inappropriate for Company.
You are responsible for ensuring usage complies with these restrictions, even when material is delivered or distributed to a third party.
If you successfully register for the log-in protected section of the Brand Hub you will receive a confirmation e-mail with log-in credentials. The confirmation e-mail will provide you with the ability to log in. These will allow you to access the log-in protected section of the Brand Hub and download Company Brand Assets, depending on access levels, at the discretion of Company. You are solely responsible in all respects for all use of and for protecting the confidentiality of any username and password you choose for use of the log-in protected section of the Brand Hub. You may not share the password or username with or transfer them to any third parties. You must notify your Company Contact immediately of any unauthorised use of them or any other breach of security regarding the Brand Hub that comes to your attention.

Alternatively, and instead of registering for access to the log-in protected section of the Brand Hub, a registered Brand Hub user may be granting you access to specific Company Brand Assets via a share link. This share link is personal to you and must not be shared with anyone.
All use of Company Brand Assets by you shall be for the benefit of Company and/ or its affiliate(s).

If requested by Company and/ or its affiliate(s), whenever Company Brand Assets are used by you the use shall be accompanied by wording to show that the copyright, trademarks, logos and all other rights in the Company Brand Assets are owned by Company and/ or its affiliate(s) and are used by you under licence with the permission of Company. The terms of such wording, its size and its placing shall be as reasonably requested by Company and/ or its affiliate(s).

You will use the Company Brand Assets solely in the form stipulated by Company and/ or its affiliate(s). You will strictly and at all times comply with Company’s Design Basics and Appendix Guidelines and directions given to you by Company and/ or its affiliate(s) as to the positioning, colours and size of the representation of the Company Brand Assets and the way in which they are used.

You will keep confidential any information supplied to you which Company and/ or its affiliate(s) designate as being confidential at the time it is being supplied or which could reasonably be deemed confidential (“Confidential Information”). In particular, all Design Basics and Appendix Guidelines available in the log-in protected section of the Brand Hub are considered Confidential Information. You will only make use of and disclose such information as expressly permitted by Company and/ or its affiliate(s). You agree and acknowledge that you (a) will not, directly or indirectly, divulge, furnish, use, publish, or make accessible to any person or entity any of our Confidential Information ; and (b) will use our Confidential Information solely for the purpose of fulfilling an obligation pursuant to an agreement with Company or one of its affiliates.

In the course of fulfilling an obligation under an agreement with Company or one of its affiliates, you may produce certain materials, either in written or digital form, as deliverables (“Deliverables”). All Deliverables constitute Confidential Information and, to the extent legally possible, property of the Company or its affiliates and must – unless otherwise agreed upon – be transmitted or delivered directly to the Company or, if appropriate, its affiliates.

If requested by Company or its affiliates, you will submit designs for all materials, documents or other goods using or including the Company Brand Assets, to Company, or, if appropriate, to one of its affiliate(s) for approval as to the manner and the context of the intended use of the Company Brand Assets and shall not make use of any such designs, materials, documents or other goods until they have been approved by Company, or, as the case may be, to one of its affiliates. You shall however be responsible for ensuring that all other requirements relating to advertising, marketing and other such matters are complied with.

You will not use Company Brand Assets or any confusingly similar mark as part of any corporate business or trading name or style of your or any of your clients’ business and shall not seek to register any domain name, company name or trade mark incorporating any trade mark or name owned by Company (whether registered or unregistered) without approval from Company.
You agree to notify Company as soon as you become aware of use or proposed use by any other person, firm or company of trade mark, logo, trade name, trade dress, mode of promotion or advertising, materials or documents amounting to or possibly amounting to infringement of Company’s or one of its affiliate’s rights in relation to the Company Brand Assets. Such infringement includes where a third party’s use of a trademark, logo, trade name, trade dress, mode of promotion or advertising, materials or documents could be mistaken as being those of Company (where they have not been authorised by Company).

If you become aware that any other person, firm or company alleges (i) that use of Company Brand Assets infringes any rights of another party; or (ii) in the case of registered trademarks owned by Company, that they are subject to invalidity or revocation or are otherwise attackable, you shall immediately inform Company.
You shall indemnify, hold harmless and defend the Company and its affiliates from any action brought and/or damages awarded against the Company or its affiliates as a result of your or one of your affiliates’ use of the Company Brand Assets which is not in line with these Terms, the Design Basics and Appendix Guidelines or an agreement between you and Company or one of its affiliates. You further agree to reimburse Company and affiliates for any losses and compensation payments resulting out of your incompliant use of Company Brand Assets.

NEITHER COMPANY NOR ANY OF ITS AFFILIATES TAKES ANY RESPONSIBILITY OR ASSUMES ANY LIABILITY FOR ANY CONTENT UPLOADED OR OTHERWISE TRANSMITTED BY YOU OR ANY THIRD PARTY. YOU AGREE TO HOLD COMPANY AND ITS AFFILIATES OR SUBSIDIARIES HARMLESS FOR PURPOSES OF HOSTING OR MAINTAINING THIS SITE FROM ALL CLAIMS BASED UPON COMMUNICATIONS OR MATERIALS MADE AVAILABLE BY YOU VIA THE SITE.

The Brand Hub has been developed as a service of Company. Like any other service and despite our best efforts the information in the Brand Hub may become out of date over time. Company therefore accepts no liability for the accuracy or completeness or use of, nor any liability to update, the information contained on the Brand Hub.
Company reserves the right to suspend or terminate your access to the Brand Hub as a whole or in parts including deactivating share links without notice to you in its absolute discretion. Termination will not affect any obligation or rights of the parties arising before the date of termination.

Your rights under these Terms will terminate automatically without prior notice from Company or affiliates if you fail to comply with any term(s) of these Terms.
Company may alter these Terms from time to time and post new versions on the Brand Hub, following which all use of the Brand Hub and Company Brand Assets will be governed by that version. You must check the Brand Hub regularly to review the latest Terms.

You shall take action to enforce the obligations and restrictions herein on your affiliates which receive Confidential Information in order to fulfil an obligation under an agreement with Company or one of its affiliates.

The validity performance, construction, and effects of these Terms shall be governed by the laws of Germany without regards to its conflicts of law principles. If any provision of these Terms were to be or become fully or partly invalid, illegal or unenforceable for any reason whatever, or to violate any applicable law, the same shall be considered divisible as to such provision and such provision shall be deemed deleted here from, and the remainder hereof shall be valid and binding as if such provisions were not included herein. The parties hereto shall then, if necessary, negotiate for an appropriate amendment of these Terms. The courts of Frankfurt am Main, Germany shall have exclusive jurisdiction for any dispute, controversy or claim arising under, out of or relating to these Terms and any subsequent amendments of these Terms.

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