TESTIMONIAL UPLOAD TERMS AND CONDITIONS
In these terms and conditions “We/Our/Us” refers to Thomson Scientific Limited and “You/Your” refers to the person clicking on the “I Accept” button as a condition of uploading their Testimonial.
These terms and conditions are intended to be legally binding on You and Us and apply to and alone set out the basis on which You agree to supply and We agree to receive an audio video testimonial from you about the Website (as defined below) (“Testimonial”).
1. Definitions and Interpretation
In these terms and conditions the following definitions apply:
"Affiliate" means (i) any entity under Our control; and (ii) any entity controlling Us; and (iii) any other entity under the control of a controlling entity under paragraph (ii).
"Intellectual Property Rights" means copyrights (including all computer code or scripts, whether compiled or not in any computer language or program), patents (whether registered or applications), Marks, domain names, rights in get-up, inventions, all rights in computer software and data, database rights, trade secrets and know-how, design rights, registered designs (whether registered or applications) and publishing rights, performance rights, rights in sound recordings, personality rights, and all intangible rights, privileges and forms of protection of a nature or having a similar effect to any of the foregoing.
“Viewers” persons viewing the Website.
“Website” means the website “Web of Knowledge” and the whole and any part of its content in whatever medium it may be stored, distributed, otherwise made available, displayed or performed whether as part of the World Wide Web specifically, over the Internet generally, or otherwise whether online or offline and whether in digital or analogue form/format.
2. Commencement and Duration
These terms and conditions shall commence and be of legally binding effect from the moment you click the “I Accept” button below.
3. Obligations
3.1 You may submit a Testimonial to Us in the manner indicated in the [‘How To Submit Testimonials” guidelines in this site]. We shall have sole discretion as to whether or not We keep a copy of your Testimonial and whether we make it available to third parties. In no circumstances shall We have any obligation to make it available to third parties nor shall We be liable to You if We decide not to make some or all of Your Testimonial available to third parties.
3.2 When submitted Your Testimonial shall be provided to Us free of any charge whatsoever. The rights granted by You to Us under these terms and conditions amount to a licence not requiring any supporting consideration. However, if and to the extent that any supporting consideration is required to give binding legal effect to the licence granted by You to Us under these terms and conditions You agree that the opportunity to have Your Testimonial considered as one that might be made available through the Website is good, valuable and sufficient consideration.
3.3 You hereby irrevocably grant to Us throughout the world in perpetuity, on a payment free, royalty free basis and without restriction or encumbrance of any kind all right title and licence of all Intellectual Property Rights and other rights in to and over the Testimonial for such purposes as we see fit including without limitation for the purposes of enabling Us and our sub-contractors and agents to make the Testimonial available in any and all media and by any and all means of communication, by wire and/or wireless means, to publish it, distribute it, lend it, hire it, display it, perform it and/or include it as part of a compilation with other works including but not limited to other Testimonials and to enable any other party with an interest in to or over the Website to do the same.
3.4 In our sole discretion we may offer chances to win prizes for the Testimonials we decide to select. Subject to terms and conditions otherwise, which apply to the awarding of such prizes, the award of them will not be dependent on any purchase by You. Any such prizes will only be open to be awarded to those persons whose Testimonials we decide to select for consideration in connection with such prize offers to be exercised in our sole discretion.
4. Warranties
4.1 You hereby warrant and undertake that:
4.1.1 the contents of Your Testimonial are original to You and are wholly owned and or controlled by You, free from any interest or claim of any third party and that the exercise by Us of the rights granted to Us by You under and in accordance with these terms and conditions shall not infringe or give rise to a claim for infringement of the rights of any third party including, the Intellectual Property Rights of any third party and that You not aware of any facts upon which such a claim for infringement could be based;
4.1.2 the contents of Your Testimonial are neither criminally nor tortuously abusive, indecent, obscene or menacing or defamatory and shall not contravene any applicable laws or regulations or rules or codes of practice;
4.1.3 You shall be wholly and exclusively responsible for (i) obtaining all necessary consents and licences from; and (ii) discharging all liabilities due to, third parties for the use of content in Your Testimonial;
4.1.4 when submitted Your Testimonial shall be free from all forms of logic bombs, viruses, worms and bugs and any other software or data that might cause technical loss of or damage to systems, equipment, networks and/or software;
4.1.5 that You are over 18 years of age at the time of making your Testimonial.
5. Limitations of Liability
5.1 Neither Party excludes or restricts in any way its liability for death or personal injury resulting from its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraud including fraudulent misrepresentation.
5.2 Subject to Clause 5.1, and to the fullest extent possible under applicable law We hereby exclude any and all liability to You arising out of or in connection with these terms and conditions and/or Your Testimonial.
5.3 Subject to Clause 5.1 our total liability to You for any and all loss and damage whatsoever howsoever arising under or in connection with these terms and conditions and or Your Testimonial shall be limited to £100 sterling.
5.4 We shall not be liable to You or to any third party (whether in contract, tort, under statute or otherwise including in each case negligence), for any of the following types of loss or damage arising under or in relation to this Agreement or any part of it:
5.4.1 any loss of profits, business contracts, anticipated savings, goodwill, or revenue;
5.4.2 any loss or corruption or destruction of data;
5.4.3 any special, indirect or consequential loss or damage whatsoever;
5.4.4 any loss arising from the transmission of viruses;
5.4.5 any damages resulting from delay in delivery of any services, and/or whether or not We were advised in advance of the possibility of such loss or damage.
6. General
6.1 Assignment: We shall be free to assign our rights and/or obligations under these terms and conditions. You may not assign any of Your rights or obligations hereunder. These terms and conditions will be binding on, and inure to the benefit of, You and Us and Your and Our permitted assigns.
6.2 Variations to the Agreement: These terms and conditions may not be supplemented except by a document in writing signed by authorised representatives of both You and Us.
6.3 Rights of Third Parties: Neither You nor We intend that these terms and conditions shall be enforceable by any third parties and the effect of the Contract (Rights of Third Parties) Act 1999 is hereby excluded.
6.4 Entire Agreement: These terms and conditions supersede all prior understandings and/or representations between Us and You, constitute the entire agreement with respect to their subject matter, and in particular and You and We agree that neither of us has been induced to enter into these terms and conditions by any representation, warranty or other assurance not expressly incorporated into these terms and conditions.
6.5 No Waiver: Except as otherwise specifically provided no failure to exercise, or delay in exercising, any right, power or privilege set out in these terms and conditions will operate as a waiver of any right, power or privilege.
6.6 Relationship of the Parties: Nothing contained in these terms and conditions shall be deemed to create any partnership, joint venture, or relationship of principal and agent between You and Us or any of Our Affiliates or to provide either of us with any right, power or authority whether express or implied to create any such duty or obligation on behalf of the other.
6.7 Severance: If any provision of these terms and conditions is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable then that provision will be enforced to the maximum extent permissible and the remaining provisions of these terms and conditions shall continue in full force and effect. The judicial or other competent authority making such determination shall have the power to limit, construe or reduce the duration, scope, activity and/or area of such provision, and/or delete specific words or phrases as necessary to render such provision enforceable.
6.8 Survival Of Terms: Following the cancellation, expiry or termination of these terms and conditions, neither of us shall have any further obligation nor right with respect to the other, except that any rights and obligations, which by their content or nature are intended to survive, shall so survive.
6.9 Governing Law and Jurisdiction: These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction over any and all disputes arising out of or in connection with them.
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