The Publisher Research Council and the Broadcast Research Council of South Africa (the Licensors) have developed and co-own the Establishment Survey SEM™ segmentation model, including all trademarks, copyright, know-how, trade secrets, proprietary knowledge, systems, formulae and processes relating thereto (the Intellectual Property). The Intellectual Property also includes, without limitation, the Establishment Survey SEM™ scoring system and the Establishment Survey SEM™ trade mark (the Trade Mark).
A person or entity (a Licensee) may use the Intellectual Property only if it has concluded a written agreement with the Licensors in this regard. Such usage shall be subject to and as provided for in these terms and conditions (the Terms), as amended and/or updated by the Licensors from time to time. By using the Intellectual Property, the Licensee agrees to adhere to and abide by the Terms. The Licensee shall not use the Intellectual Property unless it complies with the Terms. If the Licensee fails to comply, it shall immediately cease all use of the Intellectual Property. The Licensors have the sole and absolute right to determine whether or not the Licensee has failed to comply with the Terms.
The Licensors grant to the Licensee the revocable, non-exclusive, non-transferrable, royalty-free rights and licence to use the Intellectual Property, subject to the following provisions:
- The Licensee shall not trade under the Trade Mark or anything confusingly similar thereto or register a company or any other type of entity incorporating the Trade Mark or anything confusingly similar thereto.
- The Licensee shall use the Intellectual Property only for purposes of research studies that comply with such guidelines and directions as the Licensors may issue from time to time. The Licensee shall not use the Intellectual Property for any other purpose.
- All use of the Intellectual Property must be in accordance with these terms and conditions and any further instructions from the Licensors, which may be communicated to the Licensee in writing from time to time.
- The Licensee shall not modify or amend the Intellectual Property in any manner without the Licensors’ prior written consent.
- The Licensee shall not register an internet domain name and social media accounts containing the Intellectual Property or any part thereof without the Licensors’ prior written consent.
- Wherever the Intellectual Property is used, the Licensee must display a clear notice to the effect that the Licensors are the proprietors of the Intellectual Property. The Licensee shall comply with notice guidelines issued by the Licensors in this regard from time to time.
- The Licensee’s use of the Intellectual Property may not be disparaging, defamatory or scandalous to the Licensors or any person or entity. The Licensee shall ensure that all of its use of the Intellectual Property is legal and lawful and in compliance with all applicable laws.
- The Licensee shall not use the Intellectual Property in any manner that directly or indirectly expresses or implies the Licensors’ sponsorship, affiliation, certification, approval or endorsement in respect of the Licensee or its products or services, except as permitted by the Licensors in writing.
- The Trade Mark must be depicted accurately and in accordance with the Licensors’ style instructions, including (without limitation) instructions regarding position, size, resolution and colour. In displaying the Trade Mark, the Licensee must ensure that there is a clear area around the Trade Mark and the Licensee shall not display the Trade Mark in conjunction or combination with any other name, trade marks, design or symbol.
- The Licensee shall not use the Trade Mark or anything similar thereto in the name of any product or service of the Licensee.
- The services in respect of which the Licensee uses the Intellectual Property must be of a high standard and in accordance with the Licensors’ quality requirements from time to time. The Licensors may withdraw the Licensee’s rights to use the Intellectual Property if they are not satisfied with the standard of the Licensee’s services or if any complaints or issues relating to their services come to the Licensors’ attention.
- The Licensee shall not obtain any rights in the Intellectual Property and the Licensee acknowledges that the Licensors own same. The goodwill and reputation arising from and benefit of use of the Intellectual Property shall accrue to the Licensors. The Licensee undertakes not to apply for registration or register the Intellectual Property or any part thereof or anything which is deceptively or confusingly similar to same.
- The Licensee undertakes not to use any intellectual property that is or incorporates marks that are the same as or confusingly similar to the Intellectual Property (including, but not limited to, the Trade Mark) or which marks are likely to be associated with the Intellectual Property or where such use would take unfair advantage of or be detrimental to the distinctive character or the repute of the Intellectual Property. The Licensee shall not use the Intellectual Property in any manner that, in the sole discretion of the Licensors, discredits the Licensors or tarnishes their reputation or goodwill or that infringes, dilutes, depreciates the value, or impairs the rights of the Licensors in the Trade Marks.
- The Licensors may make changes to the Intellectual Property and the Licensee undertakes always to use the current version of the Intellectual Property. The Licensee acknowledges and agrees that it is their responsibility to remain informed about, and to immediately comply with such changes.
- The Licensee must, if requested by the Licensors, provide samples of any materials that include the Trade Mark for purposes of determining compliance with these Terms.
- The Licensee shall make any change(s) to its use of the Trade Mark that are requested by the Licensors.
- In using the Intellectual Property, the Licensee undertakes not to engage in any activity or practice which, in the Licensors’ sole opinion, will be prejudicial to the Licensors or the Intellectual Property or any part thereof.
- The Intellectual Property is licensed to the Licensee “as is”. The Licensors disclaim and do not make any warranties that may be expressed, implied or statutory with respect to the Intellectual Property or otherwise, including (without limitation) any warranties against infringement, title, merchantability or fitness for a particular purpose or use.
- The Licensors shall not be liable or responsible to the Licensee or any third party in relation to the Licensee’s use of the Intellectual Property. The Licensee waives all claims in this regard. The Licensee shall hold harmless and indemnify each Licensor in respect of any claim, loss, liability, damages, expenses or costs (including legal fees) whether direct or indirect, caused or as a result of any use of the Intellectual Property.
- The rights granted in these Terms are personal to the Licensee. The Licensee shall not transfer or sub-licence such rights to anyone else. The Licensors may transfer their rights and obligations under these Terms to any third party by way of written notice to the Licensee.
- The Licensors may, at any time and for any reason (including, without limitation, a breach of any of these Terms), withdraw or modify the Licensee’s rights to use the Intellectual Property by written notification to the Licensee or by updating the Terms. If the Licensors terminate the Licensee’s use of the Intellectual Property, the Licensee shall immediately cease and desist from any and all use of the Intellectual Property.
- The Licensors shall be entitled to amend and/or update these Terms from time to time by way of written notice to the Licensee.
- These Terms shall be construed in accordance with and governed by the laws of the Republic of South Africa.