Thank you for participating in the website testing programme (the “Testing”) for the soon to be re-launched Good Food website (www.bbcgoodfood.com) (the “Website”) which is currently under development by BBC Worldwide Limited (“BBCW”).
Through the Testing, we hope to provide you with an opportunity to experience and react to the pre-release version(s) of the Website before it is generally made available to the public. Please be aware that during the Testing, you may see only a portion of the Website or an incomplete version of the Website which may or may not resemble the final released commercial version of the Website.
This document serves as an agreement (the “Agreement”) between you (the undersigned website tester) and BBCW with regard to your participation in the Testing for the Website. Once you affirmatively accept this Agreement (by ticking the acceptance box ), you are specifically agreeing to all of the terms and conditions in this document, and this Agreement becomes legally binding and enforceable against you.
In consideration of the mutual covenants contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, you and BBCW agree as follows:
Subject to the terms and conditions of this Agreement, BBCW hereby grants to you a limited, non-exclusive license and right to access and operate one copy of the Website made available to you from time to time by BBCW solely for your personal use and enjoyment and for purposes of providing Feedback to BBCW at your election. You may not provide access to (including by use of the Website in cyber cafés and the like), share with, or sell, license, or transfer to, any other person in any way the Website, or reproductions of the Website. Furthermore, you may not post information or screen shots of any kind of the Website to any website or otherwise publicly display the Website. You acknowledge that the Website is a work-in-progress and may contain certain bugs which may cause loss of data, or damage or malfunction to your computer and that neither BBCW (nor any of their respective officers, directors, affiliates, publishing partners, licensors or licensees) shall be liable in any way for any such matters. You understand that BBCW will make available to you for the Testing only those portions of the Website which it elects to share in its sole and absolute discretion; therefore, you may not have access to all aspects of the Website.
This Agreement shall commence on the date you accept these terms and shall continue in effect until the initial commercial release of the Website, unless earlier terminated by you or BBCW. BBCW may terminate the Testing, your Testing rights and/or this Agreement at any time for any reason (including your breach of this Agreement or violation of any terms of service (if any) or code of conduct of the Website that may be in effect from time to time) or no reason with or without notice to you. You may also terminate your participation in the Testing at any time by opting-out of the Testing. Your obligations under Paragraphs 5, 6 and 7 and the rights of BBCW (and their respective affiliates, publishing partners, licensors or licensees) under this Agreement will continue and survive any termination of this Agreement.
All necessary facilities and supplies, including appropriate computer equipment and Internet connections, shall be supplied by you at your expense and are your sole responsibility. BBCW only agrees to try and provide you with the appropriate access codes to the Testing site as may be reasonably necessary in order for you to access the Website.
In this Agreement, the term "Confidential Information" shall mean information which is confidential and of commercial value to BBCW including without limitation information relating to any of BBCW’s actual or prospective products (including the Website), this Testing programme, this Agreement, activities, know-how, research and development, customers, or commercial relationships, which is disclosed to you but will not include information which (i) is already rightfully known to you at the time that the Confidential Information was received, (ii) is or becomes a part of the public knowledge or literature or is or becomes publicly known, not as a result of any action by you, or (iii) is rightfully received by you from a third party without any violation of confidentiality. You agree not to disclose any of the Confidential Information to any third party, make any copies of the Confidential Information, or use the Confidential Information for any purpose other than the Testing. At the earlier of (a) the date when you shall no longer reasonably require the Confidential Information for the Testing or (b) the date that you are requested to return or destroy the Confidential Information by BBCW, you shall immediately discontinue the use of the Confidential Information and return the Confidential Information and all copies thereof in all material forms under your power or control to BBCW or destroy the Confidential Information as the case may be.
You agree that all right, title, and interest in and to the Feedback, and any inventions relating to an improvement of or other change or addition to the Website conceived or made as a result of your Testing participation, shall be owned solely and exclusively by BBCW and may be used, disclosed, copied, modified or distributed by BBCW and/or its licensees and assignees for any purpose. To the extent that any portion of your Feedback is protectable by copyright, patent, trade secret, trademark or other intellectual property rights, you hereby assign all right, title and interest in and to the Feedback and such related rights to BBCW. All right, title, and interest in and to the Website remains the property of BBCW, and is protected by copyright, patent, trade secret, trademark and/or other intellectual property laws.
No Alterations/Return of Material
You shall not alter or remove any proprietary legend or notice from any Confidential Information, the Website, or any other material supplied to you by BBCW, or attempt to copy, modify, transfer, decompile or reverse engineer any Confidential Information, the Website, or other such material. Upon BBCW’s request during the term of this Agreement, and upon termination of this Agreement, you agree to turn over to BBCW all copies of the Feedback and all copies of documents or other media in any form, written or electronic, which contain Confidential Information, whether created by you or furnished to you by BBCW.
You acknowledge that if you breach any of the provisions of Paragraphs 5, 6 or 7, BBCW (and/or their respective affiliates, publishing partners, licensors or licensees) would suffer irreparable damage. You therefore agree that if you do breach any of these provisions, in addition to provable damages and reasonable attorneys’ fees, BBCW (and/or their respective affiliates, publishing partners, licensors or licensees) shall be entitled to enjoin such breach and to obtain injunctive relief and/or specific performance of such provisions in any court of competent jurisdiction without the requirement to post any bond.
DISCLAIMER OF WARRANTIES
THE WEBSITE SHALL BE PROVIDED TO YOU ON AN “AS IS” BASIS ONLY. BBCW (OR THEIR RESPECTIVE AFFILIATES, PUBLISHING PARTNERS, LICENSORS OR LICENSEES) MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE WEBSITE. ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY THAT THE WEBSITE IS FIT FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF MERCHANTABILITY, ARE EXPRESSLY AND SPECIFICALLY DISCLAIMED. IN ADDITION, BBCW AND ITS LICENSORS AND DISTRIBUTORS DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE PRIVACY AND INTEGRITY OF THE COMPUTER RESOURCES YOU USE TO OPERATE THE SOFTWARE. NEITHER BBCW NOR ITS LICENSORS OR DISTRIBUTORS SHALL BE LIABLE FOR ANY DISRUPTIONS, DELAYS OR OTHER OMISSIONS IN ANY CONNECTION, DATA EXCHANGE OR OTHER INTERACTION THAT YOU MAY EXPERIENCE WHEN YOU USE THE SOFTWARE. NEITHER BBCW NOR ITS LICENSORS OR DISTRIBUTORS SHALL BE RESPONSIBLE FOR THE CONDUCT OF ANY USERS OR COMPUTERS THAT CONNECT, EXCHANGE DATA, OR OTHERWISE INTERACT WITH YOU OR YOUR COMPUTER AS A RESULT OF YOUR USE OF THE SOFTWARE.
LIMITATION OF LIABILITIES
BBCW (OR THEIR RESPECTIVE AFFILIATES, PUBLISHING PARTNERS, LICENSORS OR LICENSEES OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, PROMOTION AND MARKETING OF THE WEBSITE) SHALL NOT BE LIABLE, FOR ANY REASON WHATSOEVER, FOR ANY DAMAGES OF ANY KIND, INCLUDING INCIDENTAL, CONSEQUENTIAL, TORT, CONTRACT, OR ANY DIRECT OR GENERAL DAMAGES, THAT YOU MIGHT INCUR AS A RESULT OF YOUR USE OF THE WEBSITE. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree that you are not considered, and shall not represent yourself as, an agent, employee, joint venturer, or partner of BBCW (or any of their respective affiliates, publishing partners, licensors or licensees). This Agreement shall be binding upon and inure to the benefit of BBCW (and their respective successors and assigns); however, you may not assign this Agreement, in whole or in part, without BBCW’s prior written consent. No waiver of any default, condition or breach of this Agreement shall constitute a waiver of any other default, condition or breach of this Agreement, whether of a similar nature or otherwise. This Agreement shall be governed by the laws of England and you and BBCW both agree to submit to the jurisdiction of, and waive any objections to the venue of, the courts of England and Wales. This Agreement represents the entire agreement between you and BBCW with respect to the Website and the Testing.