Mattel Business-to-Business (B2B)
Website Terms and Conditions
Updated: January 2022
This website [https://www.mattelpartners.com/]
(the "Website," and together with the services and Content (as defined
below) contained therein, the “Website and Content”) is provided by Mattel Sales Corp. and Fisher-Price Inc.,
(collectively, "Mattel," "we," "our," or "us") for the benefit and convenience of Mattel's customers and other authorized
entities that have received account details from Mattel (e.g., user ID and password) affording access to this Website.
These Business-to-Business (B2B) Website Terms and Conditions (this "User Agreement") are between Mattel and
the party accessing or using the Website ("you" or "your") and govern your access and use of the Website and
Content.: In the event that this User Agreement conflicts with a Purchase Agreement (defined below), the Purchase
Agreement shall control as it relates to terms of sale and this User Agreement shall control with respect to all other
Please read this User Agreement and the other information referred to in this User Agreement carefully and be sure you understand it, since it is a legally binding agreement that contains important information about our Website and Content and your permitted use of them. This Website contains materials and other items owned or controlled by Mattel, and our licensors and certain other third parties, including without limitation artwork, logos, trade names, service marks, digital images of selected Mattel products, written product descriptions, Universal Data Sheets, "planogram" images, and other images, materials, information, text, data, files, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, content, and other forms of intellectual property (collectively, the "Content"). Use of this Website and/or the viewing and/or downloading of the Content on the Website constitute your agreement to be bound by and comply with all of the terms of this User Agreement. If you do not agree to all of the terms of this User Agreement, then you may not use this Website or access any Content. If you are accessing or using the Website and/or Content on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to this User Agreement. In that case, "you" and "your" will refer to that entity, and "Authorized User" will refer to your employees, contractors, or agents that you authorize to access and/or use the Website and Content.
1. Changes to this User Agreement
From time to time we may unilaterally modify this User Agreement, so it is important that you review this User Agreement every time you use this Website and/or Content. If we modify this User Agreement, we will let you know by posting the updated User Agreement on the Website and/or may also send other communications. If you continue to use the Website and/or Content after we have posted the updated User Agreement, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Website or access Content anymore. Because our Website and Content are evolving over time we may change or discontinue all or any part of the Website and/or Content, at any time and without notice, at our sole discretion.
2. Authorized Users
You will not allow any person or entity other than your Authorized Users to access or use the Website or Content. You may permit Authorized Users to access and use the Website and Content, provided that you ensure each Authorized User complies with all applicable terms and conditions of this User Agreement and you remain fully liable and responsible for all acts or omissions by all Authorized Users in connection with their access and use of the Website and Content. You will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Website and Content in accordance with reasonable security protocols, and will promptly notify us if you know or reasonably suspect that any user name and/or password has been compromised. Mattel is not liable, and you will be solely responsible, for (a) any unauthorized access, damage or loss that may occur through the use or misuse of your user names, passwords, hardware or software; or (b) any activities that occur under any account issued to or created by you in connection with your use of the Website and Content, including any unauthorized access or usage of any such account.
3. License To Use Content
Subject to the terms and conditions of this User Agreement, Mattel hereby grants you a limited, revocable, non- exclusive, non-transferable right to access the Website and additionally, only with regard to Users who purchase Mattel products [on or through this Website] pursuant to a Purchase Agreement (as defined below), to download, reproduce, distribute copies, display, view, use, play and/or print the applicable Content associated with such products and offered through the Website, in each case: (a) solely as expressly set forth in this User Agreement and in accompanying instructions provided on the Website, and (b) solely for those marketing, advertising, and promotional rights granted to you in connection with Mattel products as expressly set forth in any executed Mattel Sales Corporation and Fisher Price Inc. Terms and General Conditions and any related Sales Benefit Program issued to you by Mattel (together, "Purchase Agreement"). The foregoing limited license does not give you any ownership of, or any other Intellectual Property Rights (as defined below) in, the Website or any Content. You or your Authorized Users may modify a product description provided in connection with Content, however you acknowledge and agree that you will be liable for, and indemnify Mattel from, any claims, suits, harm, or damages arising out of or related to any such modifications, including, but not limited to, misuse or unauthorized use of a third party's Intellectual Property Rights (defined below) or breach of any representations or claims made as a result of or in connection with such modification. User further agrees that it will not make any modifications that denigrate the product or cause the product and/or Mattel to be viewed in a negative light. You will ensure the following copyright legend is included on all Content: "© 2021 Mattel, Inc. All Rights Reserved."
Except as permitted in this Agreement, you will not at any time and will not permit any person or entity (including any Authorized User) to (i) use Content, in particular those that constitute "planogram" images or Universal Data Sheets, for any purpose other than to support your business relationship with Mattel as permitted and limited by the Purchase Agreement; (ii) modify or alter any Content (including any product images, logos or Universal Data Sheets) in any way; (iii) remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices existing on the Services or incorporated in or accompanying the Content; (iv) use the Website or any Content in any manner beyond the scope of rights expressly granted in this User Agreement; (v) store, transmit, or transfer any data containing Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996, or any technology restricted for export under International Traffic in Arms Regulations, including information of the types catalogued on the U.S. Munitions List to Mattel, including through the Website, ; (vi) frame, mirror, sell, resell, rent or lease use of the Website or Content to any other person or entity, or otherwise allow any person or entity to use the Website or Content for any purpose other than for your benefit in accordance with this User Agreement; (vii) access or use the Website or Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity, or that violates any applicable law; or (viii) access or search the Website (or download any data or content contained therein or transmitted thereby, including Content) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than as authorized by Mattel for use expressly for such purposes.
5. Ownership; Reservation of Rights
Subject only to the limited rights expressly granted hereunder, all right, title, and interest in and to the Website and Content, and all patent rights (including patent applications and disclosures), inventions, copyrights, trademarks, logos, service marks, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world (collectively, "Intellectual Property Rights"),, and including all rights titles, and interest, in and to the Website and Content is the property of Mattel or our licensors or certain other third parties. No rights or licenses are granted to you hereunder (whether by implication, estoppel, exhaustion, industry custom, or otherwise) other than as expressly set forth herein. All rights not expressly granted to you are reserved by Mattel and its licensors and other third parties. The Website and Content are protected by U.S. and international copyright, trademark, patent, or other Intellectual Property Rights and laws to the fullest extent possible, and may not be used except as provided in this User Agreement without the written permission of Mattel. Any unauthorized use of the Website or Content may violate copyright laws, trademark laws, patent laws, the laws of privacy and publicity, and communications regulations and statutes.
From time to time you or your employees, contractors, or representatives may provide us with suggestions, comments, feedback or the like with regard to the Website and/or Content (collectively, "Feedback"). You hereby grant Mattel a perpetual, exclusive, irrevocable, royalty-free and fully-paid-up license, with the right to sublicense, to use and exploit all Feedback in connection with Mattel’s business purposes, including without limitation the testing, development, maintenance and improvement of the Website, Content, and Mattel’s products and services.
You will not use or disclose any Confidential Information (defined below), except solely as necessary to support your business relationship with Mattel in connection with this User Agreement. In any case, you may only disclose our Confidential Information: (i) to those of your employees, contractors, agents, or advisors who have a bona fide need to know such Confidential Information to perform under this User Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this User Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency, or other governmental body, subject to your provision of reasonable written notice to us to allow us to seek a protective order or otherwise contest the disclosure. As used herein, "Confidential Information" means (i) any information that we provide you in connection with this User Agreement, or the Website and Content, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure, and (ii) any nonpublic information, including product information such as pricing, photos, images, and styles, advertising, promotional, and marketing materials, and other content or materials contained on the Website or provided in connection with Content. Notwithstanding the foregoing, Confidential Information will not include any information that: (a) is or becomes generally known to the public through no fault or breach of this User Agreement by you; (b) is rightfully known by you at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by you without access to or use of any Confidential Information of Mattel that can be evidenced in writing; or (iv) is rightfully obtained by you from a third-party without restriction on use or disclosure.
9. Links to Third Party Websites
The Website may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
THE WEBSITE AND ANY CONTENT OR OTHER MATERIAL CONTAINED WITHIN THE WEBSITE MAY INCLUDE TECHNICAL INACCURACIES OR OTHER ERRORS. USE AND DOWNLOADING OF CONTENT FROM THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE WEBSITE AND CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.
Additionally, Mattel makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Website and/or Content. It is possible that the Website and Content could include typographical errors, inaccuracies, or other errors, and that unauthorized additions, deletions and alterations could be made to the Website and Content by third parties. In the event that an inaccuracy arises, please inform Mattel so that it can be corrected. Mattel reserves the right to unilaterally correct any inaccuracies on the Website and Content without notice. Information contained on the Website or within any Content may be changed or updated without notice.
We have made significant efforts to accurately display the colors of our products and Content that appear on the Website. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor's display of any color will be accurate.
You will indemnify, defend, and hold Mattel and its officers, directors, employees and agents, harmless from and against any claims, actions, disputes, demands, proceedings, liabilities, damages, losses, penalties, interest and costs and expenses, including, without limitation, reasonable investigation, legal, defense, settlement, and accounting fees ("Claims and Losses") arising out of or in any way connected with (a) your access to or use of the Website and Content, (b) allegations that your use or misuse of any Content infringes any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of, or (c) your violation of this User Agreement including without limitation your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-government authorities in connection with your use of the Website or your activities in connection with the Website. You will cooperate as fully required by Mattel in the defense of any Claims and Losses. Notwithstanding the foregoing, Mattel retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. Mattel reserves the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Mattel.
We may immediately suspend or terminate your access to and use of the Website and Content, and/or this User Agreement, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. Either party may (i) terminate this User Agreement, with or without cause, upon written notice to the other party, or (ii) terminate this User Agreement, effective on written notice to the other party, if the other party materially breaches this User Agreement, and such breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. Upon any termination of this User Agreement, Website and Content, or your account, (i) you will, and will cause your Authorized Users to, immediately cease use of and access to the Website and Content, (ii) you will delete or destroy all materials from the Website in your possession and confirm such destruction by written notice to a Vice President within Mattel’s U.S. commercial sales department, and (iii) the following Sections will survive termination or expiration: 5 (Reservation of Rights), 6 (Feedback), 7 (Confidentiality), 8 (Privacy), 10 (Disclaimer), 11 (Indemnification), 12 (Termination), 13 (Limitations of Liability), 14 (Governing Law and Forum Choice), and 15 (General Provisions.
13. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MATTEL NOR ITS AFFILIATES OR SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE AND/OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE AND/OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MATTEL OR ITS AFFILIATES OR SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL MATTEL’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT OR FROM THE ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE AND/OR CONTENT, EXCEED $1000, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT MATTEL WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MATTEL AND YOU.
14. Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The parties expressly consent to personal and exclusive jurisdiction in the state and federal courts located in Los Angeles, California, and you and Mattel each waive any objection to jurisdiction and venue in such courts. Any dispute or cause of action you may have with respect to the Website or any Content must be commenced within one (1) year after the claim, dispute, or cause of action arises or such claim, dispute, or cause of action is barred.
15. General Provisions
This User Agreement constitutes the entire and exclusive understanding and agreement between Mattel and you regarding the Website and Content, and this User Agreement supersedes and replaces all prior oral or written understandings or agreements between Mattel and you regarding the Website and Content. If any provision of this User Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions will remain in full force and effect. You may not assign or transfer this User Agreement, by operation of law or otherwise, without Mattel’s prior written consent. Any attempt by you to assign or transfer this User Agreement, without our consent, will be null and void. Mattel may freely assign or transfer this User Agreement without restriction. Subject to the foregoing, this User Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by Mattel under this User Agreement may be given: (i) via email; or (ii) by posting to the Website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Mattel’s failure to enforce any right or provision of this User Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Mattel. Except as expressly set forth in this User Agreement, the exercise by either party of any of its remedies under this User Agreement will be without prejudice to its other remedies under this User Agreement or otherwise. Mattel controls and operates the Website from its headquarters in El Segundo, California, United States of America and makes no representation that the Website or any Content are appropriate or available for use in other locations. If you use the Website or any Content from other locations, you are responsible for compliance with all applicable local laws and regulations. Mattel products are available in many parts of the world. However, this Website may describe products that are not available worldwide.