|
Please read the terms and conditions on this page and choose one of the following options:
I agree with the terms and conditions as outlined.
I do not agree with the terms and conditions as outlined.
On clicking 'agree' above you will be forwarded to a brief form which you must submit to
accept the terms and conditions. Clicking the 'disagree' option will return you to the homepage.
By agreeing to the terms and conditions outlined below you automatically accept the
"What's Ya Tag ?" Non-Disclosure agreement and upon acceptance will be provided with a password to
enter the website. Any contact details given below will be used for protective tracking and password
purposes only. All details given are strictly for the use of What's Ya Tag? and will not be
disclosed to third parties, more of which can be read in the Privacy Policy.
|
Terms and Conditions
The Inventor wishes to discuss with the Developer a possible collaboration in relation to the Invention.
|
| (A) |
The Developer wishes to assess and evaluate the Invention with a view to potentially taking a licence of the rights
therein from the Inventor or otherwise concluding a contract under which it would utilise such rights. |
| (B) |
The Inventor wishes to ensure that Confidential Information revealed to the Developer in the course of the
negotiations remains confidential and is used by the Developer only for specified purposes.
|
|
The parties agree as follows:
|
| 1. |
INTERPRETATION |
| 1.1 |
In these terms and conditions the following definitions and rules of interpretation apply:
|
| |
Confidential Information |
| (a) |
All technical and commercial information relating to the Invention including without limitation the fact of the
Invention's existence upon the UK Designs Register.
|
| (b) |
Information in Copies supplied to the Developer by the Inventor or its Consultant that are marked as confidential;
and
|
| (c) |
All information in whatever form (written, oral, visual and electronic) relating to the Invention that is
directly or indirectly disclosed to the Developer or any of its directors, employees, agents or advisers or which
directly or indirectly comes to the Developer's attention in connection with the Permitted Purpose;
|
but excludes Excluded Information;
|
Copies
Copies of Confidential Information including any document, electronic file, note, extract,
analysis or any other way of representing or recording and recalling information which contains, reflects or is derived
from Confidential Information.
|
Excluded Information
Information that:
|
| (a) |
Is or becomes public knowledge other than as a direct or indirect result of the information being disclosed in
breach of this agreement; or
|
| (b) |
The Developer can establish to the reasonable satisfaction of the Inventor that it found out from a source not
connected with the Inventor and which is not under any obligation of confidence in respect of the information; or
|
| (c) |
The Developer can establish to the reasonable satisfaction of the Inventor was known to the Developer before the
date of this agreement and in respect of which the Developer was not under any obligation of confidence; or
|
| (d) |
The parties agree in writing is not Confidential Information.
|
Intellectual Property Rights
All copyrights, moral rights, related rights, patents, supplementary protection certificates, petty patents,
utility models, registered designs, trade marks, trade names, service marks, design rights, database rights,
semi-conductor topography rights, rights in unfair competition, rights in undisclosed or confidential information
(such as know-how, trade secrets and inventions, whether patentable or not) and other similar intellectual property
rights (whether registered or not) and such applications for such rights as may exist anywhere in the world.
|
Invention
The invention disclosed in UK Registered Design number 3013668 and all ancillary ideas, developments, modifications
and enhancements thereto.
Whatsyatag is a certified Trade Mark Certificate No 2448731 and includes the Tag Logo
colour and code illustrations.
|
Permitted Purpose
Considering, evaluating and negotiating the proposed use of the Invention in respect of the developer's business
activity.
|
Termination Date
The date on which discussions about the possibility of a collaboration between the Developer and the Inventor in
relation to the Invention finally cease;
|
|
| 1.2 |
Clause and schedule headings do not affect the interpretation of this agreement.
|
| 1.3 |
A "person" includes a corporate or unincorporated body.
|
| 1.4 |
A reference to a law is a reference to it as it is in force for the time being taking account of any amendment,
extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
|
| 1.5 |
"Writing" or "written" includes faxes but not e-mail.
|
| 2. |
DEVELOPER'S OBLIGATIONS |
| 2.1 |
In return for the Inventor and/or the Marketing Consultant giving the Developer Confidential
Information, the Developer must:
|
| |
| (i) |
Keep the Confidential Information secret;
|
| (ii) |
Use it only for the Permitted Purpose;
|
| (iii) |
Not disclose it to anyone or make Copies of it unless permitted by this agreement;
|
| (iv) |
Use its best endeavours to ensure that no one discovers Confidential Information from the Developer
unless authorised; and
|
| (v) |
Inform the Inventor immediately upon becoming aware or suspecting that an unauthorised person has become aware of
Confidential Information.
|
|
| 3. |
PERMITTED DISCLOSURE |
| 3.1 |
The Developer may disclose Confidential Information only to:
|
| |
| (i) |
Such senior officers and employees of the Developer as are strictly necessary for the Permitted Purpose;
|
| (ii) |
Professional advisers or consultants engaged to advise the Developer in connection with the Permitted Purpose;
|
| (iii) |
Bankers and potential investors and their professional advisers or consultants for the purpose of securing financing
in relation to the Permitted Purpose;
|
| (iv) |
People whom the Inventor agrees in writing may receive the information; and
|
| (v) |
To the extent permitted by clause 8 below.
|
|
| 4. |
THIRD PARTIES |
| 4.1 |
The Purchaser must:
|
| |
| (i) |
Inform anyone to whom it discloses the Confidential Information that the information is confidential; and
|
| (ii) |
Procure that anyone to whom it discloses the information (other than disclosures under clause 8) complies
with this agreement as if they were the Developer, and, if the Inventor so requests, that they enter into a
confidentiality agreement with the Inventor on terms equivalent to those contained in this agreement
|
| (iii) |
For the avoidance of doubt this clause 4.1 shall apply to all categories of persons set out in clause 3.1 above.
|
|
| 5. |
COPIES |
| 5.1 |
The Developer may make only such Copies as are strictly necessary for the Permitted Purpose and must:
|
| |
| (i) |
Clearly mark all Copies as confidential;
|
| (ii) |
Ensure that Copies supplied to it or made by it can be separately identified from its own information; and
|
| (iii) |
Use its best endeavours to ensure that Copies within its control are protected against theft or unauthorised
access and that no one discovers confidential information from the Developer unless authorised.
|
|
| 6. |
OWNERSHIP OF RIGHTS |
| 6.1 |
The Developer acknowledges and agrees that the Inventor is the owner of all Intellectual Property
Rights in the Invention, including but not limited to the UK registered Design number 301668 and the trade mark
"WHAT'S YA TAG ?" and that the Inventor shall be the owner of any and all further Intellectual Property Rights
that may raise during the discussions between the parties to the agreement and in particular but not limited to any
enhancements, developments or modifications of the Invention.
|
| 6.2 |
The Developer agrees that upon written request from the Inventor it will carry out all necessary actions required
to vest full title to Intellectual Property Rights in the Invention or any modifications, enhancements or developments
thereto in the Inventor.
|
| 7. |
AUTHORISED CONTACT |
| |
All communications with the Inventor about the Invention, the Confidential Information and/or
the Permitted Purpose should be addressed to the Marketing Consultant who has the full authority of the
Inventor to act on his behalf in the discussions with the Developer provided always that the Marketing Consultant
shall not be able to legally bind the Inventor in any way. Any contract regarding the Invention arising out of
the discussions will require the signature of the Inventor before it shall be properly constituted.
|
| 8. |
FORCED DISCLOSURE |
| 8.1 |
Subject to clause 8.2, the Developer may disclose Confidential Information to the minimum extent
required by:
|
| |
| (i) |
Any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body, or
|
| (ii) |
The laws or regulations of any country with jurisdiction over it.
|
|
| 8.2 |
Before the Developer discloses any information under this clause, the Developer must (to the extent permitted by law)
use its best endeavours to:
|
| |
| (i) |
Inform the Inventor of the full circumstances of the disclosure and the information that will be disclosed;
|
|
| 8.3 |
If the Developer is unable to inform the Inventor before Confidential Information is disclosed, the Developer
will (to the extent permitted by law) inform the Inventor immediately after the disclosure of the full circumstances of
the disclosure and the information that has been disclosed.
|
| 8.4 |
The Developer will inform the Inventor immediately upon becoming aware or suspecting that Confidential
Information has been disclosed to an unauthorised person.
|
| 9. |
RETURN OF COPIES |
| 9.1 |
Upon a written request from the Inventor or his agent, and in any event on the Termination Date, the Developer
will immediately:
|
| |
| (i) |
Return all Confidential Information and Copies supplied by the Inventor;
|
| (ii) |
Destroy or permanently erase all Copies made by the Developer and procure that anyone to whom it has supplied
Copies destroys or permanently erases such Copies and any further Copies made by them;
|
| (iii) |
Confirm in writing that it has complied with this paragraph.
|
|
| 10. |
DURATION OF OBLIGATIONS |
| |
Notwithstanding any return or destruction of the Confidential Information, the obligations
set out in this agreement will end 5 years from the date of the agreement; but without affecting the liability of
either party for breach of the agreement before then.
|
| 11. |
REMEDIES |
| |
Without prejudice to any other rights or remedies that the Inventor may have, the Developer
acknowledges and agrees that damages alone would not be an adequate remedy for any breach by the Developer of
the provisions of this agreement and that accordingly the Inventor shall be entitled, without proof of special
damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual
breach of the provisions of this agreement.
|
| 12. |
NO OFFER |
| |
This agreement and the supply of Confidential Information by the Vendor does not constitute an offer to enter into
an agreement relating to the Invention. The Inventor is under no obligation to accept any offer that the Developer
may make in relation thereto and the Inventor may end discussions without giving any reason for doing so and without
incurring any liability to the Developer.
|
| 13. |
ENTIRE AGREEMENT |
| |
| (a) |
This agreement is the whole agreement and understanding between the parties and supersedes any arrangement,
understanding or previous agreement between them relating to the subject matter of this agreement.
|
| (b) |
The Confidential Information may not be accurate or complete and neither the Inventor nor the Marketing Consultant
will be liable to the Developer or to anyone to whom the Developer discloses the information if it is relied upon.
|
| (c) |
Nothing in this clause operates to limit or exclude any liability for fraud.
|
|
| 14. |
COSTS |
| |
Unless otherwise specified, all costs in connection with the negotiation, preparation,
execution and performance of this agreement and any documents referred to in it, will be borne by the party who
incurred the costs.
|
| 15. |
ASSIGNMENT |
| |
Except as provided otherwise, no person may assign any of its rights under this agreement
or any document referred to in it.
|
| 16. |
THIRD PARTY RIGHTS |
| |
| (i) |
Except as provided in this clause, this agreement is made for the benefit of the parties to it and their successors and
permitted assigns and is not intended to benefit anyone else. The Contracts (Rights of Third Parties) Act 1999 does
not apply.
|
| (ii) |
The parties may terminate, rescind or vary this agreement without the consent of any person who is not a party to
this agreement.
|
|
| 17. |
VARIATION AND WAIVER |
| |
| (iii) |
A variation of this agreement must be in writing and signed by or on behalf of all parties.
|
| (iv) |
A waiver of any right under this agreement is only effective if it is in writing and it applies only to the
person to which the waiver is addressed and the circumstances for which it is given.
|
| (v) |
A person that waives a right in relation to one person or who takes or fails to take any action against that person
does not affect its rights against any other person.
|
| (vi) |
Rights arising under this agreement are cumulative and do not exclude rights provided by law.
|
|
| 18. |
SEVERABILITY OF PROVISIONS |
| |
| (vii) |
If any provision of this agreement is found by any court or administrative body of competent jurisdiction to be
invalid, unenforceable or illegal, the other provisions of this agreement will remain in force.
|
| (viii) |
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it
were deleted, the provision will apply with whatever modification is necessary to make it valid, enforceable or legal.
|
|
| 19. |
GOVERNING LAW AND JURISDICTION |
| |
| (ix) |
This agreement and all disputes and claims arising out its subject matter shall be governed by and construed in
accordance with the laws of England and Wales.
|
| (x) |
Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales
over any claim or matter arising under or in connection with this Agreement.
|
|
| 20. |
PRIVACY POLICY |
| 20.1 |
The following outlines our privacy policy relating to usage of this websites. This policy applies to all web sites
operated by "What's Ya Tag ?" except when they explicitly state otherwise. "What's Ya Tag ?" takes your privacy very seriously
and will not share you details with any third party without your permission. "What's Ya Tag ?" will not use your data for
marketing purpose or in any other way as to breach the Data Protection Act or any other relevant UK legislation.
|
| 20.2 |
In registering for access to certain information offered by "What's Ya Tag ?" you will be asked to provide your
contact details to obtain a password for entering the site. "What's Ya Tag ?" is committed to protecting the privacy of
all visitors to our web sites. We request this information from you so that we can provide you with the personalised
password service necessary for game play or commercial licensing rights. The personally identifiable information you
provide will be known only to you and to "What's Ya Tag ?".
|
| 20.3 |
What information does "What's Ya Tag ?" collect from me when you visit our web sites ?
We collect very little information about visitors to our web sites and we believe that online privacy is crucial.
We will never collect sensitive information about you without your explicit consent. If we collect personal or
corporate information from you it is primarily to make use of this website easier and the "What's Ya Tag ?" game more
satisfying for you. However, every time you view an "What's Ya Tag ?" web page, we may store web server logs which show
your IP address (the Internet number which your machine uses when it is connected to the Internet) or the IP address of
the web proxy you use. In addition we may store other information your web browser passes to us including what you looked
at, what you previously looked at, whether the page request was successful or not, and which browser you used to view the
pages.
|
| 20.4 |
What does "What's Ya Tag ?" do with this web log information ?
This data is used strictly for company internal statistical purposes only. It helps us understand which areas of the
site are of particular interest and also which pages are being requested that no longer exist. It also tells us how many
hits and page requests we get.
|
| 20.5 |
Are there any other ways that you may track which web pages I look at ?
From time to time we may make use of "tracking tags". These are small images on a web page. When you look at a
web page containing one of these tags a web log is updated showing this. These log entries are handled in the manner
described above, just like all other entries.
|
| 20.6 |
Who does "What's Ya Tag ?" share the web access log information with ?
We will not share any of the information collected from your accesses to our site with anyone outside "What's Ya Tag ?".
|
| 20.7 |
Game fees: On certain games you will be asked to pay a small fee, whereas you will be asked to text a message to a special
telephone number from your mobile phone to our associate firm who will provide you with a password, enabling you
to take part in our game services. However, we will never release information about the activities of an individually
identifiable person or IP address except in response to a court order or if we are required to do so by law.
|
| 20.8 |
What about security of any personal data that I do submit ?
All data that is collected from the site be that web site access logs, competition entry information, or special offer
information is stored in a secure environment which is protected from unauthorised access, improper use, alteration,
unlawful, or accidental loss or destruction.
|
| 20.9 |
What if I have not given consent, how do you know ?
We maintain databases of the information you submit. If you have opted not to consent to any additional use of your data,
then this will be flagged in these databases and we will not contact you for any reason other than those stated at the
time you submit your information.
|
| 20.10 |
What information does "What's Ya Tag ?" collect and how is it used ?
Information gathered online can generally be categorised as either anonymous or personally identifiable. When
"What's Ya Tag ?" does present aggregated information to outside companies, no one will be able to identify or contact you.
|
| 20.11 |
User Research: "What's Ya Tag ?" will not make available data of users to research firms and will only use such data
for the password and inventor protective purpose. "What's Ya Tag ?" will not disclose the contact or demographic
information of any individual user to advertisers or any other outside organization.
|
| 20.12 |
Whom can I ask if I have additional questions ?
Any questions about this privacy policy and terms and conditions should be addressed in writing to the
address stated in the contact details section.
|