jignasa: CONTRACT TERMS

CONTRACT TERMS

0.   INTRODUCTION

These are the terms of use for Nominet UK's "terms and conditions" logo, which Nominet has copyright, design rights and trade mark rights in.

You may only use the "terms and conditions" logo if you accept the terms of this contract in full and comply with them. If you have not agreed to these conditions, you cannot use the "terms and conditions" logo.

1.   INTERPRETATION

1.1.   In this contract words written in bold and some other words such as “us”, “we” and “you” have defined meanings; most of these are set out in the “definitions and interpretation terms”, which are standard terms that we use in several of our contracts and which are available on our website. The other terms which have special meanings are given below:

contract means (i) these terms and conditions (ii) the acceptable use policy and (iii) the definitions and interpretation terms which are part of this contract and have the same effect as they would if they were set out in full in this document;

force majeure means any circumstances not foreseeable at the date of this contract and not within the reasonable control of the party in question including, without prejudice to the generality of the foregoing, strikes, lockouts, shortages of labour or raw materials, civil commotion, riot, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster;

logo means our current terms and conditions logo as changed from time to time the current version of which is exhibited in exhibit ‘A’;

nominet logos means our main company logos set out in exhibit ‘B’

1.2.   Explanatory notes in italics do not affect the interpretation of this contract.

2.   COMMENCEMENT AND DURATION

2.1.   This contract shall start on the earliest of the following dates:

2.1.1.   the date that you confirm your acceptance of its terms to us; or

2.1.2.   the date that you start using the logo.

2.2.   This contract (and therefore your right to use the logo) will end on the happening of any of these events:

2.2.1.   either party notifies the other (giving at least one month’s warning) that this contract will end;

2.2.2.   either party breaks any part of this contract and (if the problem is something that can be put right, has not been put right within 14 days of being notified of the problem);

2.2.3.   either party breaks any part of this contract for a third time, whether or not they have previously put that problem right when told to do so under clause 2.2.2.

3.   LICENCE

3.1.   In return for your entering into the terms of this contract we grant you a non-exclusive, royalty-free licence to use the logo (without alteration of any kind) anywhere in the World on the terms of this contract.

Explanatory Note: “non-exclusive” means that others may also have this right. “royalty-free” means that you do not have to pay us for using the logo in this way, but you do have to comply with this contract.

3.2.   You are not granted any form of licence or permission to use our main corporate logo or other trademarks, except to the extent that they form part of the logo.

Explanatory Note: This licence contract only applies to the terms and conditions logo (in Exhibit A), not any other nominet logos (except to the extent that we have included them in the logo.

3.3.   You may only use the logo if you have obtained the computer graphics files comprising it directly from us.

Explanatory Note: The files we have on our website are the correct size, resolution and colour. If people start copying the logo from elsewhere, the logo may be of lower quality or have been altered in some way.

3.4.   You may not sublicence or assign any of your rights or obligations under this contract.

Explanatory Note: the permission to use the logo that this contract grants only applies to you, not your resellers, subsidiaries and partners who must contract directly with us to use this logo.

4.    OUR RIGHTS

4.1.   You accept that we are the owner of the copyright and trade mark rights in the logo.

4.2.    Any goodwill created from your use of the logo accrues to us.

4.3.    You must not apply to register the logo as a trade mark or other type of intellectual property rights anywhere in the World for any category of goods or services.

4.4      You shall not apply for or obtain registration of any intellectual property right (e.g. trade or service marks) in any country which consists of or comprises the word "nominet" (particularly if associated with "uk") or any confusingly similar word or words, or any trade or service mark which consists of, comprises or is confusingly similar to the logo or nominet logos.

5.    YOUR OBLIGATIONS

5.1.   You shall not (by action or inaction) do anything to diminish our rights in the logo or impair any registration by us of the logo.

5.2.    If you choose to use the logo for on-screen use (e.g. website or electronic document only) you must use the screen version of the logo. If you are using the logo in print you must use the print version of the logo. See Exhibit 'A'. You must use the purple version if the format you are using supports that colour - otherwise you must use the black and white version.

5.3    Where possible, the screen version of the logo must be a valid hyperlink to the URL specified on the logo. A link to our website generally is not sufficient. The link may take the user directly to the URL, or open a new tab in the web-browser at that URL, or new instance of the web-browser at that URL, but must not generate a 'pop-up' or 'pop-under' page.

6.   QUALITY CONTROL AND APPROVAL PROCEDURES

6.1.   You must comply with the acceptable use policy for the logo which may specify how the logo may be used, in order that no use of the logo is made which is, or is likely to be:

6.1.1.   deceptive, misleading or confusing to customers or the public;

6.1.1.1.   misrepresenting an endorsement or approval (or both) of your goods, services or business practices (or any combination of the three) by us; or

6.1.1.2.   any statement which is misleading about the business relationship between us;

6.1.2.   damaging to our rights in the logo; or

6.1.3.   reasonably perceived to alter the logo or the perception of it (e.g. by using the logo in the wrong size, resolution or colour, or by obscuring any part of it);

6.1.4.   reasonably perceived as altering or removing any of the copyright or trademark symbols within the logo.

6.2.   If we request it, you will (promptly and without cost to us) provide us with copies of any website or other material in which you use the logo and details of the duration of use and the number of uses. If the use is on a webpage or other electronic ‘location’ that requires password access to view it, you shall provide us with a password for that purpose on request.

Explanatory Note: If we receive complaints about your use of the logo, we need assurance that we can find out how you have been using it.

7.   EFFECT OF TERMINATION

7.1.   When this contract is terminated:

7.1.1.   the licence to use the logo ends immediately; and

7.1.2.   you shall not sell or offer any services of any type or description under or by reference to the logo or any confusingly similar mark.

7.2    Termination of this contract by either party shall be without prejudice to the right to seek compensation for breach of any provisions of this contract.

9.    OTHER PROVISIONS

9.1.   If either party is prevented or delayed from performing any of its obligations under this contract by force majeure it shall promptly notify the other party, explaining what has happened that amounts to a force majeure event and explaining how long this event is likely to continue. The party so affected shall then be relieved of liability to the other for failure to perform or for delay in performing (as the case may be) its obligations, but shall nevertheless use its best endeavours to resume full performance of its obligations under this contract, except that either party may end the contract in accordance with clause 2.2.1.

9.2.   This contract, together with any documents referred to in it, constitutes the whole contract between the parties relating to our terms and conditions graphics (or nominet logos used as links to terms and conditions) and replaces any earlier discussions, agreements, contracts or representations of any sort made at any time on this topic.

9.3.   No variation of this contract shall be effective unless made in writing.

9.4.   No term of this contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

9.5.   No failure to exercise nor any delay in exercising by either party to this contract of any right, power, privilege or remedy under this contract shall impair or operate as a waiver of such right, power, privilege or remedy.

9.6.   Nothing in this contract shall constitute, or be deemed to constitute, a partnership between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any party as the agent of any other party for any purpose.

9.7.   This contract is subject to English law and jurisdiction, except in matters of enforcement of the judgement of an English court, where other courts may be used.

EXHIBIT ‘A’
sample terms and conditions logo