User Research – Terms and Conditions

Thank you for agreeing to engage in user research and testing with RadiateCapital Limited (trading as Rebrandly) (“Rebrandly”, “we”, “us”) in relation to the Services (the “User Testing”). This agreement sets out the terms and conditions upon which Rebrandly engages you and constitutes a legally binding contract (each a “Party”, together the “Parties”). By engaging in User Testing with Rebrandly, you acknowledge and agree to the terms and conditions. If you do not agree to any of these terms and conditions, please do not participate in User Testing.

1.DEFINITIONS

“Confidential Information” means any and all information of any kind whatsoever provided directly or indirectly by one Party to the other before or after the signing of this letter including but not limited to:

any information of a confidential nature including trade secrets and commercially sensitive information relating directly or indirectly to the User Testing;
personal data about founders, directors, employees and contractors;
performance information about each Party’s business including group companies (operational, technical and financial);
product development information (algorithms, databases, designs, plans, roadmaps, technology, prototypes and intellectual property);
strategy and operational information (reports, plans, targets, customers, financial and performance metrics, suppliers and advisors), and in each case includes analyses, compilations, summaries, forecasts, studies or other documents (whether in written or electronic form); and
all information and material prepared or generated from such information in either human or machine-readable form and whether stored electronically or otherwise.

“Created Materials” means any and all physical, digital written or oral materials produced by or on behalf of you for Rebrandly at any time (including any created before Rebrandly was incorporated) and however generated or stored including but not limited to ideas, know-how, submissions, suggestions, video recordings, documents, reports, research, artwork, business and/or financial plans, pitches, correspondence, designs, specifications, databases, architecture diagrams, interface design and software (in all cases including source code).

“Intellectual Property Rights” means copyright, moral rights, patent rights, trade marks, design right, rights in or to databases, rights in or relating to confidential information, rights in relation to domain names and all other industrial, commercial or intellectual property rights (whether registered or unregistered) throughout the world and all similar or equivalent rights or forms of protection which exist now or may exist in the future.

“Personal Data” means all information defined in the definition of “personal data” under the General Data Protection Regulation (EU) 2016/679.

“Services” means the historic, current or future services, features, material, platform, website or applications offered or developed by Rebrandly.

2.CONFIDENTIALITY

The Parties may disclose to each other Confidential Information. You agree to keep the Confidential Information secret and will not, without our prior written consent share or use any Confidential Information in whole or in part with any third party, directly or indirectly, except for the exclusive purpose of User Testing. You agree to take all steps necessary to protect the Confidential Information and will keep it stored securely. For the avoidance of doubt, Confidential Information does not include any information which:

you can adequately prove was already in their possession and at their free disposal before it was disclosed by us;
was disclosed to you by a third party who (or which) by such disclosure did not breach any obligation of confidentiality (whether contractual or otherwise) to Rebrandly;
was independently developed by you (with no reference to any information disclosed to you by Rebrandly, whether before or after the date of this agreement);
is in, or comes into, the public domain, except as a result of a breach by you of any other obligation of confidentiality (whether contractual or otherwise),

and in each case only to the extent that you can show that such information falls within one of paragraphs (a) to (d) above to an adequate extent.

You may disclose Confidential Information if required to do so by law, or by any regulatory or governmental authority of competent jurisdiction, or by any court of competent jurisdiction. You will give Rebrandly as much notice of the disclosure as possible and take into account any reasonable requests of Rebrandly in relation to the timing and content of the disclosure where they are able to do so.

3.IDEAS AND SUGGESTIONS

If you provide Rebrandly with an idea, feedback or suggestion as to how we improve the Services including any ideas, know-how, submissions provided for the creation of bespoke services or features, we will be entitled to use it without restriction. You hereby irrevocably assign to Rebrandly all rights, title and interest in such ideas, submissions, suggestions and know-how (including any created in the future) and shall give Rebrandly such assistance as necessary to confirm such rights.

4.ASSIGNMENT AND INVENTIONS

In consideration of the payment of £1 by Rebrandly to you (receipt of which you expressly acknowledge) you hereby absolutely and with full title guarantee assigns to Rebrandly, by way of present assignment of present and future rights, title and interest, all Intellectual Property Rights in any and all Created Materials (“Assigned Rights”).

This assignment includes the right to bring and defend any claim or cause of action arising from ownership of any of the Assigned Rights whether occurring before, on, or after the date of this letter.

To the extent that any future Assigned Rights can be assigned under this section they are so assigned. To the extent that they cannot by operation of law be so assigned, you agree to assign them to Rebrandly on their coming into existence.

You confirm that you have notified Rebrandly of all inventions and has kept, and shall without limit in time continue to keep, all inventions confidential, except in cases where permission is granted by Rebrandly, acting by its board of directors.

5.NON-INFRINGEMENT

You represent, warrant and undertake that:

only you undertook the work to create the Created Materials (and if anyone else did, you have obtained equivalent assignment to this letter);
as far as you are aware none of the Created Materials has been copied wholly or substantially from any other work or material (other than by permitted incorporation of open- source works and materials in accordance with their licence terms, which have been disclosed to Rebrandly) and the use or exploitation of the Created Materials will not in any way violate or infringe any rights of any third party;
to the best of your knowledge there are no claims (actual or threatened) that the Created Materials or any part of them infringe the Intellectual Property Rights of any third party; and
You are is entitled to enter into these terms and conditions and have not previously assigned any of the Assigned Rights or granted any licence to any of the Assigned Rights to any third party or given any permission to any third party to use any of the Assigned Rights and you are unaware of any use by any third party of the Created Materials.

You agree at Rebrandly’s cost to do all things which are necessary or desirable for Rebrandly to obtain for itself or its nominees the full benefit of this assignment.

6.MORAL RIGHTS

To the fullest extent permitted by law, you waive absolutely and irrevocably any moral rights in any of the Assigned Rights.

7.INDEMNITY

You shall indemnify Rebrandly for the full amount of any damages and legal costs suffered by it because the Created Materials as delivered by you infringe the Intellectual Property Rights of any third party. Rebrandly shall have conduct of, and make all decisions in relation to, any claims by third parties. If you become aware of any information which suggests that a third party may be making, or has grounds for making, a claim, you shall promptly inform Rebrandly by email and in writing to legal@rebrandly.com.

8.DURATION

This agreement will come into full force from the date shown below and you will continue to be bound to keep the Confidential Information secret in accordance with the terms of this letter for so long as any of the Confidential Information remains confidential or until released by Rebrandly formally in writing.

9.RETURN OF RELEVANT INFORMATION

Upon request by Rebrandly to you, you will immediately return, erase or destroy all Confidential Information in your possession together with any derivative works which are based on or which may contain Confidential Information.

10.DATA PROTECTION

To the extent that User Testing involves the processing of your personal data, you agree and consent to the processing for the purposes of this agreement and the User Testing of the Services including but not limited to the recording of voice and video calls. For more information please see the Rebrandly Privacy Policy.

11.TERMINATION

Upon written notice to the other party (email sufficient), either party may terminate this agreement immediately for convenience. Upon expiration or termination of this agreement, all licenses granted herein shall automatically terminate and you shall immediately discontinue all testing. Sections 2 to 13 inclusive shall survive any termination or expiration of this agreement.

12.LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REBRANDLY BE LIABLE TO YOU OR ANY CUSTOMER FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, LOSS OF REVENUE, LOSS OF DATA, ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES; (II) THE TOTAL LIABILITY OF REBRANDLY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, USD $100.

13.REWARDS

By participating in the User Testing, you acknowledge, represent and warrant that:

In consideration of the User Testing, Rebrandly may provide you with a reward (such as gift vouchers, credits or domains) in its sole discretion and such reward has no cash value, is non-redeemable or transferable and may be changed, withdrawn or cancelled at any time;
To the extent you are rewarded with a domain, you will be responsible for any renewal, process, cancellation or fees connected with such domain and any terms and conditions attaching to such domain including those provided by Tucows:
Any such reward is not provided with the intention of, and is not in itself, inducing you or any other person or entity to perform any function improperly; and
Your agreement to participate in User Testing and your acceptance of this agreement and any reward is not in breach of any other agreement, policy, employment obligation of any applicable law; and
Certain rewards may be issued by third parties and will be subject to acceptance of their terms and conditions (over which Rebrandly has no control).

14.GENERAL

Nothing in this agreement constitutes any warranty or representation in respect of the Confidential Information or Services subject to user testing. Confidential Information and Services are provided on an “as is” and “as available” basis. We disclaim all warranties, express or implied, including, without limitation, all implied warranted of merchantability, fitness for purpose, title and non-infringement. Your use and access of the Services being tested are solely at your own risk.

Without prejudice to any other rights and remedies we may have, both Parties agree that the Confidential Information is valuable and that damages may not be an adequate remedy for breach of the terms set out in this agreement. Accordingly, both parties agree that we will be entitled without proof of special damage to the remedies of an injunction and other equitable relief for any actual or threatened breach by any Party to this agreement.

The validity, construction and performance of this agreement will be governed by and construed in accordance with the laws of Ireland and each Party will submit to the exclusive jurisdiction of the courts of Ireland.

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