Terms of use - Image Bank
These Terms of Use (“Terms”) govern access to and use of RAINS’ Image Bank and Centra wholesale platform (together, the “Platforms”) by authorized partners, distributors, agents, and wholesale customers (“the User”).
By accessing or using the Platforms, the individual doing so represents and warrants that they are duly authorized to act on behalf of the User and to bind the User to these Terms.
The User is responsible for all acts and omissions of individuals by accessing the Platforms under its authority or credentials.
1. PURPOSE OF THE PLATFORMS
1.1. The Platforms are made available for the purpose of enabling the User to:
1.1.1. access marketing and brand materials relating to RAINS’ products (Image Bank); and
1.1.2. place, manage, and administer wholesale orders and related commercial interactions (Centra).
1.2. Access to the Platforms does not create any agency, partnership, or exclusivity relationship unless otherwise agreed in writing.
2. ACCESS AND AUTHORIZATION
2.1. Access to the Platforms is limited to the User expressly authorized by RAINS.
2.2. The User must:
2.2.1. ensure that login credentials are kept confidential;
2.2.2. use the Platforms only for legitimate business purposes related to RAINS products; and
2.2.3. immediately notify RAINS of any unauthorized access or security breach.
2.3. RAINS reserves the right to suspend or revoke access at any time.
3. USAGE AND INTELLECTUAL PROPERTY RIGHTS RELATED TO IMAGE BANK
3.1. RAINS trademarks, trade names, brand names, product names, copyrights, images, photographs, videos, graphics, texts, other marketing materials and other proprietary information or intellectual property belonging to RAINS (collectively, “RAINS IP”) shall remain the sole property of RAINS, and neither the User nor any third party shall at any time acquire any right, title or interest in RAINS IP.
3.2. Subject to compliance with these Terms, RAINS grants the User a limited, non-exclusive, non-transferable, and revocable license to use RAINS IP solely:
3.2.1. for marketing, promotion, and sale of RAINS’ products;
3.2.2. in accordance with these Terms and any specifications or guidelines provided by RAINS; and
3.2.3. during the term of the User’s commercial relationship with RAINS.
3.3. Unless expressly authorized in writing, the User may not:
3.3.1. sublicense, sell, distribute, or make RAINS IP available to third parties;
3.3.2. in any way alter RAINS IP;
3.3.3. use it in a way that damages the brand, product representation, or reputation;
3.3.4. make use of the material in connection with alcohol, drugs, sex, or the like; or
3.3.5. use RAINS IP in misleading, unlawful, political, or otherwise inappropriate contexts.
3.4. When making use of RAINS IP, the User accepts to:
3.4.1. adhere to the at all times updated RAINS Design Guide which regulates the usage of RAINS IP, including the usage of the brand; and
3.4.2. adhere to the specified usage restrictions specified by each image material, including maximum usage period, earliest usage date, and placement; and
3.5. The User accepts that RAINS neither warrants nor guarantees the validity of RAINS IP or RAINS IP being non-infringing.
3.6. The User agrees to defend, indemnify, and hold harmless RAINS from and against any third-party claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising directly from the User’s use of RAINS IP that is contrary to these Terms or the specifications provided by RAINS, including any misuse, unauthorized modification, or unauthorized redistribution.
3.7. The User shall promptly notify RAINS of any actual or threatened third-party claim related to misuse of RAINS IP.
4. AI-GENERATED CONTENT ON IMAGE BANK
4.1. Certain images and videos made available through the Image Bank may be wholly or partially generated using artificial intelligence (AI). Where applicable, such images will be identified as AI-generated in the image description or accompanying information.
4.2. RAINS warrants that such AI-generated content may be used for the purposes and in the manner expressly described in the specifications, guidelines, or descriptions provided.
4.3. The User remains responsible for ensuring that their actual use of such AI-generated content complies with the specifications, guidelines, and instructions provided by RAINS.
4.4. Notwithstanding the above, the User is independently responsible for ensuring that such AI-generated content is properly marked or disclosed in accordance with all applicable laws, regulations, and consumer protection rules, including any rules requiring identification of AI-generated materials.
4.5. The User assumes responsibility for any uses of such AI-generated content outside the scope of such specifications or instructions, including unauthorized modifications, redistribution, or other applications not expressly authorized.
4.6. This clause applies in addition to the provisions on usage rights, liability, warranties, and responsibility for third-party claims.
5. USE OF CENTRA
5.1. Centra is provided to facilitate wholesale ordering, account management, pricing, and related commercial processes.
5.2. The User agrees that:
5.2.1. all orders placed through Centra are binding, subject to acceptance by RAINS;
5.2.2. pricing, availability, delivery terms, and minimum order requirements displayed in Centra may change and are subject to confirmation;
5.2.3. The User is responsible for the accuracy of all information submitted through Centra, including order details, delivery addresses, and billing information.
5.3. Nothing in Centra constitutes a guarantee of supply unless expressly confirmed by RAINS.
6. CONFIDENTIALITY
6.1. In these Terms of Use, "Confidential Information" means information relating to the actual or anticipated business of RAINS, its affiliates or subsidiaries, trade secrets and know-how, including, but not limited to pricing, product plans, product information, unpublished marketing materials and other business information whether disclosed in writing or orally.
6.2. The User acknowledges that by accessing the Platforms, the User has access to RAINS’ Confidential Information, and the User acknowledges that such information is an asset to RAINS and not generally known to the trade.
6.3. In consideration of this, the User undertake to (1) always keep the Confidential information secret, (2) not disclose the Confidential Information or allow it to be disclosed to any third party without the prior written consent of RAINS and (3) to use its best endeavors to ensure that Confidential Information is protected against theft or unauthorized use.
7. THIRD-PARTY CLAIMS
7.1. The User is solely responsible for their use of the Platforms and any RAINS IP obtained through them.
7.2. The User agrees to indemnify and hold harmless RAINS from any claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising from:
7.2.1. The User’s misuse of the Platforms or RAINS IP,
7.2.2. any breach of these Terms,
7.2.3. failure to comply with disclosure obligations,
7.2.4. violation of applicable laws or third-party rights.
8. DURATION AND TERMINATION
8.1. These Terms apply for as long as the User has access to either Platform.
8.2. RAINS may suspend or terminate access, in whole or in part, at any time, in particular in the event of:
8.2.1. breach of these Terms,
8.2.2. termination of the commercial relationship,
8.2.3. misuse of RAINS IP or the Platforms.
8.3. Upon termination:
8.3.1. all licenses granted under these Terms immediately cease,
8.3.2. the User must discontinue all use of RAINS IP,
8.3.3. outstanding obligations survive termination.
9. BREACH AND LIABILITY
9.1. Any non-compliance with these Terms of Use shall be considered a material breach of the User’s main agreement with RAINS as well as loss-incurring incident, which is subject to liability redemption.
9.2. RAINS’ waiver of a breach of these Terms of Use shall not be considered a waiver in relation to any subsequent or continued breach of these Terms of Use, the at all times applicable Terms of Sale and Delivery and any specific agreements made between the User and RAINS.
9.3. These Terms of Use are subject to and interpreted in accordance with Danish law, without regard to Danish rules regarding private international law to the extent that application of such rules would lead to a different choice of law than Danish Law.
10. DATA PROTECTION
10.1. In connection with providing the User with a login to Image Bank and/or Centra, personal data may be processed in order to fulfill the contract and give the User’s access to said systems as well as to fulfill legal requirements cf. General Data Protection Regulation (EU) 2016/679 art. 6.1.b and art. 6.1.c.
10.2. Processed personal data includes contact information such as name, e-mail, address and telephone number.
10.3. Personal Data will be collected and processed by:
RAINS ApS
Ib Spang Olsens Gade 12, 8200 Aarhus N, Denmark
CVR 34476187
Phone: (+45) 719902516
E-mail: mail@rains.com
10.4. In some cases, the User’s personal data will be disclosed to other independent data controllers, such as external hosts.
10.5. Personal data is processed with appropriate security and kept only as long as necessary.
10.6. Please refer to RAINS Privacy Policy for specifications, including transfer of data and the data subject’s rights in relation to the processing.
11. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER
11.1. RAINS, its subsidiaries, affiliates, and licensors do not guarantee or warrant that Image Bank and/or Centra will function uninterrupted, secure or available at any particular time or location, that any errors or defects will be corrected or that its services are free of viruses or other harmful components.
11.2. RAINS makes reservations for programming errors and server crashes, including with the cloud providers, and cannot be made liable for direct or indirect loss that has happened in connection with the use of Image Bank and/or Centra. RAINS is also not liable for hacker attacks, viruses or other forms of force majeure.
11.3. RAINS is held indemnified for any claim or loss due to product liability, third party loss or liability to third parties to the extent that it originates from the User’s misuse of Image Bank and/or Centra.
11.4. RAINS strives for the highest possible operational stability, but is not liable for breakdowns or operational disruptions, including operational disruptions caused by factors beyond RAINS’ control, including but not limited to power outages, equipment failures, internet connections, telecommunication connections or the like. In the case of breakdown or disturbances, RAINS strives to restore normal operation as soon as possible and without unnecessary delay.
11.5. The above limitations shall not apply if the damages are the result of a deliberate act or gross negligence on the part of RAINS.
12. CHANGES AND UPDATES OF THE TERMS
12.1. RAINS may at its sole discretion at any time change and update these Terms of Use without prior notice. The applicable Terms of Use will always be available on RAINS’ Image Bank and Centra.
12.2. In case of significant changes of the Terms of Use, RAINS will notify the User of such changes either via e-mail or in connection with login to Image Bank and/or Centra. What constitutes a significant change shall be determined by RAINS’ sole discretion.
12.3. The continued use of Image Bank and/or Centra after any changes will constitute the User’s acceptance of the revised Terms of Use.
13. VENUE AND GOVERNING LAW
13.1. The These Terms of Use shall be governed by and construed in accordance with Danish law without regard to the rules of private international law in force at any time to the extent that the application of such rules would result in a choice of law other than Danish law. The Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
13.2. Any dispute arising out of or in connection with this contract, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration arranged by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The Court of Arbitration shall have its seat in Aarhus, Denmark and the language to be used in the proceedings shall be Danish.
13.3. Irrespective of the above mentioned, and in the event debt collection is required, RAINS may at its own discretion decide to recover the debt at the Customer's venue in accordance with the applicable law in the relevant country.