SCHEDULE 2
Trial Licence Agreement
Agreed terms
1. THIS AGREEMENT
These terms shall govern your use of content which you purchase for download from our website https://www.thecontentbible.com (the “Website”) for a trial period. Please read these terms and conditions carefully.
Nothing in this Agreement shall be construed as granting any unauthorised party or individual the right to use any content of which Ladbible is the owner or licensor without the prior consent of Ladbible. These terms shall not be construed as any form of offer to licence any content to any part save for on the basis set out in the terms and conditions to which they feature as a schedule.
By continuing to download and use any Trial Content on our Website, a binding legal agreement between you and Ladbible is formed which shall govern terms of your use of that content. Further by continuing to use such content you agree to be bound by these terms.
This agreement is between Ladbible and the person (“you”, “your” to be construed accordingly) downloading and using the Trial Content.
2. DEFINITIONS AND INTERPRETATIONS
2.1. In this Agreement, the following words have the following meanings:
“Applicable Laws” means all laws, rules regulations, codes of practice, research governance or ethical guidelines or other requirements of regulatory authorities, as amended from time to time.
“Device” means an electronic computing device capable of accessing the Website, such as a desktop computer, mobile smartphone with internet functionality, or a touchscreen computing device with internet functionality (such as a ‘tablet’ computing device);
“Effective Date” means the date at which you download the Trial Content;
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any party of the world;
“Ladbible” means Ladbible Group Limited, registered in England and Wales under company number 08018627 whose registered office is at 20 Dale Street, Manchester, M1 1EZ;
“Licence Agreement” means an agreement between you and Ladbible to download and use the Trial Content beyond the Trial Period and for a fee;
“Term” means from the Effective Date until the end of the Trial Period;
“Trial Licence” means a licence to use the Trial Content which is individually agreed between you and us for the Trial Period;
“Trial Content” means content which has been accepted by Ladbible for you to download and use in accordance with the terms of this Trial Licence Agreement, following the submission of a Licence Enquiry;
“Trial Period” a period informed by us to you of the length at which you may download and use the Trial Content in accordance with the terms of this Trial Licence Agreement;
“Licence Enquiry” means an enquiry made by you by completing an enquiry form on our Website to download and use certain content for trial;
Where this end-user trial licence agreement (the “Trial Licence Agreement”) refers to “us”, “our” or “we” it means Ladbible.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
A reference to a statute or statutory provision is a reference to it as it is in force at the Effective Date.
Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
3. APPLICATION OF THESE TERMS
3.1. Unless alternative terms have been agreed in writing between you and Ladbible the terms of this Trial Licence Agreement apply to your use of Trial Content.
3.2. We may change these terms at any time without notice. Any such changes shall take effect on the next occasion that you make use of the Trial Content. Any such new terms may be sent to the email address provided in your Licence Enquiry. Continuing to use the Trial Content shall be deemed as acceptance of any changes to the Trial Licence Agreement.
3.3. The Trial Licence Agreement must be read in conjunction with the following documents:
3.3.1. Ladbible’s Website Terms and Conditions;
3.3.2. Ladbible’s Privacy Policy; and
3.3.3. Ladbible’s Cookies Policy.
3.4. Where a Licence Agreement is later entered into with you in respect of the Trial Content, the terms of that Licence Agreement supersedes the terms of this Trial Licence Agreement.
4. GRANT OF TRIAL LICENCE TO USE TRIAL CONTENT
4.1. Except as set out in this Trial Licence Agreement, Ladbible shall remain the owner of all Intellectual Property Rights inherent in the Website, the material published on it and the Trial Content. Unless specifically stated otherwise, nothing in these terms shall give effect to any transfer of such Intellectual Property Rights from us to you.
4.2. In consideration for your agreement to abide by the terms of this Trial Licence Agreement, we grant you a non-transferable, non-exclusive, non-sub licensable licence to use the Trial Content for the Trial Period, subject to these terms, and any applicable terms of the Ladbible Website Terms and Conditions, Ladbible Privacy Policy or Ladbible Cookies Policy. We reserve all other rights.
4.3. You agree not to allow the Trial Licence Agreement (or the Trial Content) to become the subject of any charge, lien or encumbrance.
4.4. You agree not to sub-license, assign or novate the benefit or burden of this Trial Licence in whole or in part.
5. TRIAL LICENCE RESTRICTIONS
Except as expressly set out in this Trial Licence Agreement or as specifically permitted by any Applicable Law, you agree:
(a) that your use of the Trial Content shall be solely limited to internal, non-commercial use, and that you shall not distribute or make available to any third parties any aspect of the Trial Content.
(b) not to copy the Trial Content except where such copying is incidental to normal and lawful use of Trial Content, or where it is necessary for the purpose of back-up or operational security, and where copies are made you shall record the number and location of all copies of the Trial Content and take steps to prevent unauthorised copying;
(c) not to provide or otherwise make available the Trial Content in whole or in part (including object and source code), in any form to any person, except for internal personnel, without prior written consent from Ladbible;
(d) subject to clause 4.3, not to make alterations to, or modifications of, the whole or any part of the Trial Content, or permit the Trial Content or any part of it to be combined with, or become incorporated in, any other content;
(e) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Trial Content;
(f) not remove any watermarks, marks or other identifiers which demarcate Ladbible as the ultimate owners of the Trial Content;
(g) to comply with all Applicable Laws and accepted business practices in your industry that may apply to use of the Trial Content.
Together such conditions the “Trial Licence Restrictions”.
6. ACCEPTABLE USE RESTRICTIONS
6.1. As a condition of being granted access to Trial Content you agree:
(a) not use the Trial Content in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously;
(b) not use the Trial Content to create any works or material which is unlawful (by way of infringing the intellectual property rights of a third party, being defamatory, being obscene, or otherwise);
(c) not infringe our Intellectual Property Rights or those of any third party in relation to your use of Trial Content;
(d) refrain from transmitting any material that is defamatory, offensive or otherwise objectionable via the Trial Content or on any webpage which contains or is connected with the Trial Content;
(e) not use the Trial Content in any way which could damage our reputation;
(f) not use the Trial Content for external or commercial purposes; and
(g) ensure that the Trial Content is not associated with any other content which may be in breach of this clause 6.1(a) – 6(e).
Together such conditions the “Acceptable Use Restrictions”.
7. NOTIFICATION AND REMEDY
7.1. Where you believe that there has been a breach of the Acceptable Use Restrictions or Trial Licence Restrictions you must notify the Ladbible without undue delay, and in any event no later than 24 hours.
7.2. Where a breach of the Acceptable Use Restrictions of Trial Licence Restrictions has been reported to us in accordance with clause 7.1, or where Ladbible has otherwise been informed of such a breach you agree to use your best endeavours to mitigate and remedy the breach.
8. WARRANTY
8.1. Ladbible makes no warranty that the Trial Content will be available for download at all times and that it will be uninterrupted or error free.
8.2. Ladbible makes no warranty in respect of any Trial Content in respect of its fitness for any particular purpose, nor its availability, accuracy, fidelity or freedom from defects.
8.3. Save for as expressly set out in these terms, no implied warranties or other terms, including any implied term relating to satisfactory quality or fitness for purpose, shall apply to the Trial Content or its use by you.
9. LIMITATION OF LIABILITY
9.1. We shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any other person claim under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
9.1.1. Special damage even if Ladbible was aware of the circumstances in which such special damage could arise;
9.1.2. Loss of profits;
9.1.3. Loss of anticipated savings;
9.1.4. Loss of business opportunity;
9.1.5. Loss of goodwill; and
9.1.6. Loss of corruption of data
9.2. The total liability of Ladbible, whether in contract, tort (including negligence) or otherwise and whether in connection with this Trial Licence or any collateral contract, shall in no circumstances exceed £10,000.
9.3. Nothing in this Agreement shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation; and
(c) any other liability that cannot be excluded or limited by English law.
9.4. Ladbible accepts no responsibility for the lawfulness of any use of Trial Content. You are and will remain responsible for your compliance with Applicable Laws at all times.
10. TERMINATION
10.1. The Trial Licence shall automatically terminate at the end of the Term.
10.2. We may terminate this Agreement immediately by written notice to you:
(a) if you commit a material or persistent breach of this Agreement;
(b) if Ladbible considers for any reason that further use of the Trial Content by you is detrimental to its business, brand or reputation;
(c) if you breach any of the Trial Licence Restrictions or the Acceptable Use Restrictions in any way, whether or not such breach is remediable;
(d) if Ladbible has any reason to suspect that your use of the Trial Content is unlawful, or that it would bring Ladbible into disrepute; and
(e) if Ladbible withdraws the Trial Content, or otherwise reorganises or restructures its business so as to necessitate the termination or suspension of provision of the Trial Licence to you.
10.3. On termination for any reason:
(a) all rights granted to you under this Trial Licence Agreement shall cease (including any licences to use any Intellectual Property Rights which may have been granted to you);
(b) you must immediately cease all activities authorised by this Trial Licence Agreement, including your use of any Trial Content;
(c) you must immediately securely delete or remove the Trial Content in your possession, custody or control and certify to us that you have done so; and
(d) your must use your best endeavours to securely delete or remove the Trial Content is not, but previously was, in your possession, custody or control.
10.4. In addition to its rights set out above Ladbible shall have the right to suspend your use of the Trial Content and/or this Trial Licence generally immediately and without penalty if it has any reason to suspect that you have breached the terms of this Agreement (including for the avoidance of doubt as a result of failing to pay any aspect of the Fee in a timely fashion) or have otherwise acted in a fashion which it considers may bring or has brought its reputation into disrepute.
11. COMMUNICATION BETWEEN US
11.1. If you wish to contact us in writing, or if any condition in this Trial Licence Agreement requires you to give us notice in writing, you can send this to us by e-mail to [email protected].
11.2. If we have to contact you or give you notice in writing, we will do so by e-mail or through any other contact details you included in your Licence Enquiry. It is your responsibility to inform us of any changes to your contact details.
12. EVENTS OUTSIDE OUR CONTROL
12.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control (each an “Event Outside Our Control”).
12.2. If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:
(a) our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Agreement may be performed despite the Event Outside Our Control.
13. INDEMNITY
13.1. You undertake to indemnify and hold Ladbible harmless in respect of all costs, charges, damages or losses which it may suffer in relation to your use of Trial Content, including in relation to (a) breach of the Trial Licence Restrictions, (b) breach of the Acceptable Use Restrictions, and (c) any claim brought against Ladbible which relates to your use of the Licensed Content.
14. OTHER IMPORTANT TERMS
14.1. We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.
14.2. You may only transfer your rights or obligations under this Agreement to another person if we agree in writing.
14.3. If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
14.4. Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
14.5. Please note that this Agreement, its subject matter and its formation (including non-contractual and tortious disputes or claims), are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
