0.    INTRODUCTION

These are the terms of use for Nominet UK's "knowthenet ‘Link to us’" banners, which Nominet has copyright and other intellectual property rights in.

You may only use the "knowthenet ‘Link to us’" banners 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 "knowthenet ‘Link to us’" banners.

 

1.     INTERPRETATION

1.1.  In this contract words written in bold and some other words such as “us”, “we” and “you” have special meanings given below:

1.1.1.    contract  means these terms and conditions;

1.1.2.    intellectual property rights means  trade marks, service marks, registered designs, applications for any of the foregoing, copyright, design rights, database rights, confidential information, trade and business names and any other similar protected rights in any country whether existing or to be created and whether vested or contingent;

1.1.3.    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;

1.1.4.    banner means any one or more of the knowthenet ‘Link to us’ banner images as changed from time to time the current versions of which are exhibited in exhibit ‘A’;

1.1.5.    Nominet logos means our main company logos set out in exhibit ‘B’;

1.1.6.    Knowthenet logos means the logos used on our knowthenet website set out in exhibit ‘C’;

1.1.7.    us, our,  we - Nominet UK, a company limited by guarantee number 3203859 of Minerva House, Edmund Halley Road, Oxford Science Park, Oxford, OX4 4DQ; and

1.1.8.    you, your - the person, firm, organisation or company agreeing to this contract.

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 a banner.

2.2.  This contract (and therefore your right to use the banner) 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 a banner (without alteration of any kind) anywhere in the World on the terms of this contract.

3.2.  You are not granted any form of licence or permission to use the Nominet logos or the knowthenet logos or our other trademarks, except to the extent that they form part of a banner.

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

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

 

4.     OUR RIGHTS

4.1.  You accept that we are the owner of the intellectual property rights in the banners.

4.2.  Any goodwill created from your use of a banner accrues to us.

4.3.  You must not apply to register a banner as a trade mark or other type of intellectual property right 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"), “know the net” or any confusingly similar word or words, or any trade or service mark which consists of, comprises or is confusingly similar to any of the banners or the Nominet logos or the knowthenet logos.

 

5.     YOUR OBLIGATIONS

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

5.2.  You shall use a banner only in the form provided by us and shall not alter a banner in any way (to include, for the avoidance of doubt and without limitation, recolouring, resizing, distorting,adding elements to or deleting elements from a banner)

5.3.  A banner may only be used online as part of a website. No right is granted to use the banners in any print or other offline materials.

5.4.  A banner must be a valid hyperlink to the knowthenet homepage (http://www.knowthenet.org.uk/). 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.

5.5.  You must ensure that banners are not used in a way which is, or is likely to be:

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

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

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

5.5.2.    damaging to our rights in the banners; or

5.5.3.    reasonably perceived to alter a banner 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); or

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

 

6.     QUALITY CONTROL AND APPROVAL PROCEDURES

6.1.  If we request it, you will (promptly and without cost to us) provide us with copies of any website in which you use a banner 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.

6.2.  You agree to comply as soon as reasonably practicable with any request we make regarding your use of the banners where, in our opinion, such use has been in breach of the terms of this contract.

 

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 a banner 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.

 

8.     OTHER PROVISIONS

8.1.   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.

8.2.  This contract, together with any documents referred to in it, constitutes the whole contract between the parties relating to "knowthenet ‘Link to us’" banners and replaces any earlier discussions, agreements, contracts or representations of any sort made at any time on this topic.

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

8.4.  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.

8.5.  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.

8.6.  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.

8.7.  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.

 

Annex A

Annex B

Annex C