This User Terms ("Terms") is a binding contract between Gulf Oil Supply Company Limited, a company registered under the laws of Malta, having its registered office situated at B2, Industry Street, Zone 5, Central Business District, Qormi, CBD 5030, Malta, bearing company registration number C 71121, (“Gulf Oil”, "Company", "we", "us") and the undersigned Customer ("Customer", "you"). By accessing and using the Showpad platform ("Showpad" or "Platform"), you agree to be bound by the terms and conditions set forth in these terms and conditions (“Terms”).
AGREED TERMS:
Subject to your compliance with these Terms and and all other applicable terms and policies, Gulf Oil hereby grants the Customer a limited, non-sublicensable, non-exclusive, non-transferable, non-assignable and revocable license (the "License") to access and use the Platform, but only to the extent permitted in these Terms and all other applicable terms and policies. for the sole and specific purposes of marketing and distributing Gulf Oil products and services. You will not sell, transfer, or sublicense the Platform to anyone. Except as expressly licensed herein, you will not use, access, integrate with, modify, translate, create derivative works of, reverse engineer, or otherwise exploit the Platform or any aspect thereof. Gulf Oil reserves all rights, title, and interest (including the right to enforce any such rights) not expressly granted in these Terms.
The Customer shall not sublicense, assign, or otherwise transfer any rights or obligations under this License to any third party without the prior written consent of Gulf Oil.
Gulf Oil reserves the right to revoke this License at any time, with or without cause, and without incurring any liability to the Customer. In the event of revocation, the Customer shall promptly cease all use of Showpad and return or destroy any confidential information or proprietary materials provided by Gulf Oil.
CUSTOMER’S OBLIGATIONS
The Customer acknowledges that Gulf Oil is the admin and therefore has access to all documents, photos and messages the customer adds to the platform. We will only use the data for the purposes specified in this Terms.
The Customer agrees to use Showpad in accordance with all applicable laws, regulations, and Gulf Oil’s policies. The Customer commits to uploading only business-related content that is appropriate, professional, and in line with Gulf Oil’s values and public image.
The Customer agrees to upload only file types that are specified by Gulf Oil as acceptable for business purposes.
The Customer is solely responsible for the activity that occurs in their Showpad Account. The Customer is also responsible for maintaining the security of their account password, as well as the passwords of any Third-Party Services that the Customer may have elected to link to your account. The Customer is fully liable for any actions and use of Showpad, including but not limited to, the use and posting of any Content, by your employees, representatives and agents under your Showpad Account and any employee, representative, agent user accounts connected thereto.
The Customer must notify Gulf Oil immediately of any breach of security or unauthorised use of the Customer’s Showpad account.
The Customer agrees to use the Showpad Services in an acceptable way and shall procure that all of its users do not engage in any of the following activities in relation to the Services:
- Using Showpad to encourage any illegal, fraudulent, abusive, or other activities that materially interfere with the business or activities of Gulf Oil.
- Attempting to bypass or break any security mechanism on any of the Showpad services or using the Showpad services in any other manner that poses a material security or service risk to Gulf Oil or any of its other customers.
- Reverse-engineering the Showpad services in order to find limitations, vulnerabilities, or evade filtering capabilities.
- Transmitting any material that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs.
- Using the Showpad services to engage in, or in connection with fraudulent activity.
- Violating or facilitating the violation of any local, state, federal, or foreign law or regulation, including, but not limited to, laws and regulations regarding the transmission of data.
- Using the Showpad services in a manner that triggers a law enforcement, government, or regulatory agency to request the suspension of the Showpad services to you.
- Using the Showpad services to transmit any material that infringes the intellectual property rights or other rights of third parties.
- Using the Showpad services to transmit any material that is, facilitates, or encourages libellous, defamatory, discriminatory, or otherwise malicious or harmful content to any person or entity, and any other material that Gulf Oil reasonably believes degrades, intimidates, incites violence against, or encourages prejudicial action against anyone based on age, gender, race, ethnicity, national origin, religion, sexual orientation, disability, geographic location or other protected category.
- Using the Showpad services to transmit any material or content that is offensive, inappropriate, pornographic, obscene, illegal, or otherwise objectionable to any person or entity.
- Creating a false identity or forged email address.
- You agree not to misuse Showpad or help anyone else do so.
The Customer agrees that it will not provide or promote content in the Platform that infringes upon or otherwise violates the rights of any person or third party. The Customer agrees to obtain all rights necessary from all applicable rights holders to display, distribute, and deliver all information, data, and other content in the Platform and otherwise operate the Platform, where required to do so. This includes satisfying all licensing, reporting, and payout obligations to third parties. If the Platform contains any content submitted or provided by your employees, representatives or agents, you must have an appropriate notice and takedown process and otherwise comply with all applicable laws and regulations to respond to notices of claimed infringement.
CUSTOMER CONTENT
Gulf Oil has a right to use, reproduce, store, display, distribute and modify such Customer content to the extent necessary in accordance with the Terms, for the operation of Showpad.
Gulf Oil may, but has no obligation to, monitor or review Customer content. In all cases, Gulf Oil reserves the right to remove or disable access to any Customer content, including but not limited to, Customer content that, in Gulf’s sole discretion, violates the Terms. Gulf may take these actions after prior notification to you or any third party. Removal or disabling of access to Customer content shall be at Gulf Oil’s sole discretion.
Gulf Oil has the sole discretion to delete any content or data from the Customer’s account, for any reason whatsoever.
The Customer hereby confirms and asserts that you possess the legitimate authority and requisite rights to upload, distribute, and share any and all content that you submit to Showpad. Furthermore, you guarantee that you have procured all essential consents, licenses, and permissions needed for such actions, ensuring that your use of the content complies with all applicable laws, regulations, and intellectual property rights, and does not infringe upon the rights of any third parties.
The Customer hereby assigns to Gulf Oil all existing and future Intellectual Property rights in the documents and data associated with the Customer’s Showpad account to the fullest extent permitted by law. To the extent that they do not so vest automatically by operation of law or under this Terms, the Customer holds the legal title in such rights on trust for Gulf Oil.
The Customer agrees to indemnify Gulf Oil and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by Gulf Oil, or for which Gulf Oil may become liable, with respect to any intellectual property infringement claim or other claim relating to the Showpad documents and data supplied to the Customer, or created by the Customer, during the course of the Showpad license granted to the Customer.
Gulf Oil may request the Customer to delete its content in the following cases:
- When retaining the content is no longer necessary for a legitimate business purpose that is consistent with these Terms and all other applicable terms and policies;
- When the Terms, contract or terms you had with Gulf Oil or another Gulf entity has terminated (see Termination clause below) and you no longer operate the product or service through which you required access to the Platform;
- When we request you delete the content for the protection of users (which we will determine at our sole discretion);
- When required by applicable law or regulations; or
- For any other reason, at our sole discretion.
INDEMNITY
The Customer warrants that it shall indemnify Gulf Oil in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis), and all other professional costs and expenses) suffered or incurred by the Customer arising out of, or in connection with, the receipt, use or supply of the User Terms.
If the Customer submits content to Showpad without the necessary permissions and rights, Gulf Oil will not be liable for any legal violations or infringements. You agree to indemnify Gulf Oil for any claims, losses, damages, costs, and expenses resulting from your failure to obtain these permissions and rights.
The Customer is fully responsible for all Customer content posted through their Showpad Account. The Customer agrees that if anyone brings a claim against Gulf Oil related to your content, then, to the extent permissible under law, you will indemnify and hold Gulf Oil harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of such claim.
WARRANTY
Gulf grants no warranties, express, implied or otherwise, as to the accessibility, quality, suitability, or accuracy of the Service and disclaims any warranties or conditions of merchantability, fitness for a particular purpose or non-infringement. Furthermore, there are situations when Showpad will not be accessible, including but not limited to situations due to necessary maintenance and circumstances outside the reasonable control of Showpad such as net access failure. Showpad not being accessible due to these circumstances shall not constitute any fault or breach by Showpad and Gulf shall not be liable to the Customer on account thereof.
There may be occasions when Showpad is not accessible, such as during maintenance or due to factors beyond Showpad's reasonable control like internet access failures. Gulf is not liable for any inconvenience or loss due to Showpad's unavailability under these circumstances.
The Customer agrees to indemnify, defend, and hold harmless Gulf and its directors, officers, employees, and agents from any claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising from any third-party claims related to the Customer's breach of any warranties under the Terms.
LIMITATION OF LIABILITY
Except for in the event of gross negligence or intentional breach, Gulf shall not be liable to the Customer for any indirect, incidental, consequential or punitive damages, such as lost data, lost capital, loss of business or opportunity, lost profits, lost income, lost revenue, business interruption, damages for goodwill, procurement of substitute services or any other indirect damages, arising out of or in connection with this Terms.
Gulf Oil’s total liability to the Customer for the entire duration of these Terms shall not exceed three hundred euros (€300.00).
TERMINATION
This Terms shall enter into force upon the date the Customer signs up for Showpad and remain in full force and effect throughout the term of your License, unless terminated prior to such date in accordance with the terms hereof.
Gulf Oil may terminate this Terms and revoke the Customer’s access to Showpad at any time, with or without cause, with immediate effect.
This Terms shall be subject to termination by Gulf Oil by summary notice in writing if in the reasonable opinion of Gulf Oil, the Customer shall have:
- committed any serious breach or repeated or continued any material breach of their obligations which in the case of breach capable of remedy shall not have been remedied by the Customer within 21 days of receipt by the Customer and/of a notice from Gulf Oil specifying the breach and requiring its remedy; or
- been guilty of conduct tending to bring the Customer or Gulf Oil into disrepute; or
- committed an act of bankruptcy or compounded with your creditors generally; or
- failed to discharge your duties efficiently, or with reasonable care.
Upon termination of the User Terms and Showpad License, Gulf Oil will retain ownership of the Customer's content . The Customer’s access to their account will immediately be revoked and the account will be closed, at the discretion of Gulf Oil.
A minimum of 30 days' written notice is necessary for termination, after which access to Showpad will be terminated immediately.
Any pending payments between Gulf and distributor must be settled as part of the termination process.
The Customer’s Terms with Showpad will be immediately terminated without notice if the Customer’s license, sales contract or partnership, or any terms and conditions between the Customer and another Gulf entity is terminated for any reason whatsoever, worldwide.
CONFIDENTIALITY
Confidential information (the "Confidential Information") refers to any data or information relating to the business of Gulf Oil which would reasonably be considered to be proprietary to Gulf Oil including, but not limited to, accounting records, business processes, suppliers, systems and client records and that which is not generally known in the industry of Gulf Oil and where the release of that Confidential Information could reasonably be expected to cause harm to Gulf Oil.
The Customer agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Customer has obtained, except as authorised by Gulf Oil or as required by law. The obligations of confidentiality will apply during the term of this Terms and will survive indefinitely upon termination of this Terms.
All written and oral information and material disclosed or provided by Gulf Oil to the Customer under this Terms is Confidential Information regardless of whether it was provided before or after the date of this Terms or how it was provided to the Supplier.
RETURN OF PROPERTY
On termination of this Terms or at the request of Gulf Oil, the Customer shall return forthwith all records and other items or materials in their possession or under their power or control which belong to Gulf Oil or which contain any Confidential Information.
PRIVACY POLICY AND DATA SECURITY
Please refer to Showpad’s Privacy Policy for further information. For Gulf Oil International’s Privacy Policy, please refer to the following link.
You must always have in effect and maintain administrative, physical, and technical safeguards that do the following:
- Meet or exceed industry standards;
- Comply with applicable law and regulations, including data security and privacy laws, rules, and regulations; and
- To the extent necessary and reasonably possible, prevent any unauthorised (including in violation of these Terms or any other applicable terms or policies) processing (including, for the avoidance of doubt, access, destruction, loss, alteration, disclosure, distribution, or compromise) of the Platform.
If any of the following incidents happen, you must promptly, and no later than 24 hours after you become aware of the incident, notify us and provide us with information we request regarding:
- (i) Any unauthorised (including in violation of these Terms or any other applicable terms or policies) Processing (including, for the avoidance of doubt, access, destruction, loss, alteration, disclosure, distribution or compromise) of the Platform; or
- Any incidents that are reasonably likely to compromise the security, confidentiality, or integrity of your IT system or the Platform.
MODIFICATION OF TERMS
Gulf Oil retains the unilateral authority to amend or revise the terms of this Terms at its discretion, at any point in time. Should any modifications or updates be made to this Terms, Gulf Oil will endeavour, but is not obliged, to provide reasonable notice of such changes. The continued use of Showpad by the Customer, following the implementation of any modifications, will be deemed as an implicit acceptance of the revised terms.
MISCELLANEOUS
This Terms represents the entire Terms between the parties in respect of the subject matter hereof and supersedes all previous representations, understandings, oral or written, of the parties with respect to the subject matter hereof.
The Customer hereby acknowledges that they have no outstanding claims of any kind against Gulf Oil.
ASSIGNMENT
Gulf Oil may assign the Terms or any part of them, and Gulf Oil may delegate any of its obligations under the Terms. The Customer may not assign the Terms or any part of them, nor transfer or sub-license your rights under the Terms, to any third party, unless the third party is an affiliate to You. “Affiliate” shall, in respect to You, mean any other person controlling, controlled by or under common control with You. “Control” means the power to direct the management and policies of You, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
ENFORCEABILITY
If any provision of this Terms shall be held to be unenforceable, the validity and enforceability of the other provisions shall not be affected.
GOVERNING LAW
This Terms shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English Courts.
THIRD PARTY RIGHTS
This Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Terms.
ACCEPTANCE
By clicking ‘I agree’, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions outlined in these Terms.
Last updated: 06 February 2024
