This Agreement is a legal document which sets out your rights and obligations, and those of the Provider ("Provider", "we" or "us"), in relation to this site and the services offered by us through it (collectively, "World Book Night"). You must take the time to read and understand it before registering with World Book Night. By registering, you accept that you are entering into a contract with us on the terms of this Agreement. You should be aware that this Agreement may change from time to time in accordance with Clause 19 below.
2. The World Book Night Service, and obtaining an Account
People who register for World Book Night establish an "Account", and become "Users".
World Book Night is intended to provide Users with an online service where they can:
- Fnd information about World Book Night
- Upload information for their own use and for viewing by other Users
- Send messages to, and receive messages from, other Users
- Upload, store, view and utilise User Content
- Participate in online forums
- Gain access to articles and content provided by our media partners on relevant topics
We may add other services to, or remove (temporarily or permanently) services from, World Book Night from time to time.
Any text, visual, audio, audio-visual or other work that a User sends, uploads or otherwise stores or communicates on or through World Book Night (or which is associated with a User’s Account) is referred to as "User Content" from here on.
Our FAQs and other service documentation available on the World Book Night site provide further information about our service; you should consult them concerning queries or issues you may have about World Book Night.
You undertake to register for World Book Night using accurate and current information about yourself – including your correct name, address and any other requested details.
You should ensure that the email address and other information we hold for you in your Account is kept up-to-date; if it isn’t, then your use of World Book Night may be significantly impaired.
3. Cancellation of Your Account
If you cancel your Account, or we cancel it for any reason, you remain responsible for performing your obligations under this Agreement, and the rights granted to us under this Agreement in Clause 4 will not be terminated as a result in relation to User Content that remains on World Book Night at the time.
4. Intellectual Property
By uploading User Content onto World Book Night, a User expressly grants:
a. to us a non-exclusive licence to use, reproduce, modify, distribute, show in public and create derivative works from that User Content in any form, anywhere, and waive all moral rights (namely, the right to be identified as the author, and the right to integrity, of the User Content) and undertake that all such moral rights have been waived in respect of the User Content; and
b. to other Users the non-exclusive, personal, non-transferable right to view the relevant User Content on one device (being the device on or to which it is originally viewed or downloaded).
You acknowledge that all copyright, trademarks, and other intellectual property rights in and relating to World Book Night (including the material which is contributed by Users) are owned by, or licensed to, us. It is easy to copy material which appears on web-sites, but this does not mean it is legal. Therefore, no-one may copy, distribute, show in public or create any derivative work from World Book Night, or any of the material which is found on World Book Night unless properly licensed to do so by us.
6. Our Role
The Internet – and World Book Night, as one small part of it – is an empowering medium that allows users to interact with one another. You, whether you are a User or just a non-User who visits World Book Night, acknowledge that we are not and cannot be responsible for the behaviour of Users - whether on World Book Night or outside of it. In particular, you should be aware that we do not generally pre-screen or monitor User Content. Accordingly, you acknowledge that you may encounter User Content that breaches the requirements of this Agreement or is objectionable.
Under no circumstances will we be liable in any way for User Content, including as to its accuracy, completeness or usefulness. See further Clause 9 below.
We are not a party to, and shall not be involved in or responsible for, transactions, agreements and/or disputes between Users, or between Users and third parties, arising in connection with the use of World Book Night.
7. Operation and unavailability of World Book Night services
We reserve the right to withdraw or modify one or more aspects of World Book Night, or the entirety of it, where we have legal or commercial reasons to do so.
There may also be times when World Book Night or User Content becomes inaccessible as a result of technical difficulties experienced by the Provider or on the Internet; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. Please note, however, that we cannot guarantee continuous access to World Book Night and or User Content.
We will strive to ensure that the periods of planned unavailability, which you will be informed of when you access World Book Night at the relevant time, are kept to a reasonable minimum.
For security or other reasons, we may require you to change password or other information which facilitates access to World Book Night; however, we will never ask you for your password. You are solely responsible for maintaining the confidentiality of your password and any additional identifying information.
During the term of this Agreement, we will make available to Users the ability to use certain World Book Night and third party software (collectively, the "Licensed Material"). It is to be used in accordance with our FAQs and other service documentation available on the World Book Night site. The Licensed Material may not be copied or distributed, or used for any purpose other than using World Book Night in accordance with this Agreement. You may not reverse engineer, decompile or disassemble any of the Licensed Material, save to the extent expressly permitted by applicable law. Third party software and associated documentation comprised in the Licensed Material is subject to the licensing conditions imposed by the proprietors of that software.
We reserve the right (a) to suspend or terminate any User’s access to World Book Night, or parts of it, and/or (b) to remove from access via World Book Night any User Content (and any other User Content apparently controlled by the same User), if the relevant User or User Content appears to us to be in breach of any provision of this Agreement.
It is each User’s obligation to ensure that User Content uploaded onto World Book Night by such User or associated with such User’s Account, the use and exploitation of it under this Agreement and any communication made through or in connection with World Book Night:
a. does not infringe the rights of any third parties or any laws or regulations, including (in the European ) the Data Protection Directive (95/46/EC), the Directive on Privacy and Electronic Communications (2002/58/EC), the Electronic Commerce Directive (00/31/EC) and the Distance Selling Directive (97/7/EC), and any national implementations thereof, in any country where any message is originated or delivered;
b. is not defamatory, offensive, or abusive or of an obscene, indecent or menacing nature;
c. is not intended or likely to cause needless annoyance, inconvenience or distress to any person;
d. does not contains any defamatory or racist material, or depict or advocate drug taking, violence or the use of weapons, or include abundant or gratuitous swearing or coarse language;
e. does not contain any computer virus, macro virus, Trojan horse, worm, or anything else designed to interfere with, interrupt, or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority, or expropriate any system, data or personal information;
f. does not contravene any applicable law or regulation (including, but not limited to, laws governing consumer protection, unfair competition, anti-discrimination, false advertising and privacy);
g. does not breach the rights of any person or entity (including copyright and any rights or expectations of privacy), and has the prior documented consent of all persons appearing in the User Content;
h. does not advertise any goods or services, unless you are separately permitted to do so by us.
10. Contact from third parties
If anyone contacts us in relation to your User Content or content, activity or communication undertaken or appearing on, through or in connection with it, then you agree:
a. to provide all reasonable information and assistance we may require in connection with responding to that contact; and
b. to respond promptly and accurately to it, should we pass the message to you for a response.
11. Additional services
We or our affiliates may offer new or additional services through World Book Night from time to time. Your use of those services may be subject to additional terms and conditions, which you must comply with. Provided that those terms are notified to you on World Book Night in an appropriate manner (as determined by us in our reasonable discretion) when you agree to take those services, any failure by you to comply with a material provision of the terms governing those services will amount to a breach of this Agreement.
a. We warrant that World Book Night will be provided with reasonable care and skill with the intention of meeting our specifications for World Book Night, but we cannot and do not guarantee that World Book Night will meet your requirements, including (without limitation) as to the availability or speed of delivery of any User Content.
b. Provider shall be liable as expressly provided in this Agreement, but shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise.
c. Nothing in this Agreement shall exclude or restrict our liability for death or personal injury resulting from our negligence.
e. We will not be liable to you or anyone else, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:
i. for any loss of revenue, business, anticipated savings or profits, or
ii. for any indirect, special or consequential loss damage, costs or other claims,
howsoever caused or arising, whether through non-supply or late supply of the World Book Night service or other non-performance of this Agreement or otherwise.
f. Except as expressly stated elsewhere in this Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.
g. For the avoidance of doubt, Provider will not have liability to you or any other person in respect of User Content or content, or any activity or communication undertaken or appearing on, through or in connection with User Content.
h. The provisions of this Clause 14 shall survive the termination or expiry of this Agreement.
a. Each party ("indemnifier") shall respectively, as provided in i. and ii. below, indemnify the other party ("indemnified") against all costs, claims, expenses and liabilities arising out of any action, demand, allegation or proceeding by any person or entity (including, without limitation, any regulator) based on:
i. indemnification by Provider: an allegation that the use or possession by you of the Licensed Material in accordance with Clause 10 above infringes the copyright or other intellectual property rights of any third party; or
ii. indemnification by User: an allegation which, if proved, would show that a breach of Clause 4 or Clause 9 above had occurred.
b. Indemnification under sub-Clause a. above is conditional upon the indemnified:
i. notifying the indemnifier promptly upon being notified or becoming aware of any matter which may be indemnifiable by the indemnifier under that sub-Clause;
ii. giving to the indemnifier the entire control of the defence and settlement of such matter; provided the indemnifier gives to the indemnified upon request reasonable security for the conduct of the matter, in the absence of which the indemnified shall conduct the defence and settlement of the matter in accordance with reasonable instructions given by the indemnifier, subject to the instructions being given as promptly as the indemnified reasonably requires; and
iii. providing to the indemnifier (at the indemnifier's expense) all reasonable assistance requested by indemnifier in connection with such defence and settlement, including (without limitation) by executing documents.
In addition to the other rights of suspension specified in this Agreement, Provider is entitled to suspend provision of World Book Night or the availability of User Content (as the case may be) at any time if:
a. Provider is entitled to terminate this Agreement;
b. Provider is obliged or advised to comply with an order, instruction or request of the government, regulator, court or other competent authority;
c. Provider has cause to believe in its reasonable opinion that you are in breach of any of its obligations under this Agreement; or
d. any payment due to Provider hereunder is outstanding after the due date for payment.
This Agreement may be terminated by notice as follows:
a. by either party in the event the other has failed to perform any material obligation required to be performed under this Agreement and such failure is not corrected within 30 days from receipt of written notice advising of such failure from the other party, which notice shall make reference to this Clause; or
b. by Provider on 30 days’ notice to the User in the event that we withdraw the World Book Night service, as specified in Clause 4 above.
We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement, but will not do so in such a way as to reduce any guarantees you are given under this Agreement. You may not without the written consent of Provider assign or dispose of this Agreement, nor subcontract any of your rights and obligations under it.
17. Entire Agreement
This Agreement is intended to contain your entire agreement with us relating to World Book Night; we believe it to be fair and reasonable. It replaces all earlier agreements and understandings with you relating to World Book Night, except for any fraud or fraudulent representation by either of us. No oral explanation or oral information given by any party shall alter the interpretation of this Agreement. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement, save that each third party supplier of an aspect of World Book Night shall benefit from such rights.
18. Changes to this Agreement
Provider reserves the right to change this Agreement from time to time, and post the new version on World Book Night. When we do so, we will notify you of the fact that there are changed terms on the user home page as seen following logon (at www.World Book Night), and the new version of these terms and conditions will take effect, and will govern all World Book Night services and your relationship with us:
a. commencing seven days after the date of posting (or such later date as we indicate in the relevant posting), if any of the changes is to an operative provision of this Agreement which is capable of adversely affecting you; if you do not wish to be governed by the new version of the Agreement, you may notify us on or before the date when the new version of the Agreement is to take effect, and from that date you must cease to use World Book Night; or
b. immediately upon the date of posting (or such later date as we indicate in the relevant posting), if the changes are not to operative provisions, or not capable of adversely affecting you - examples of which would include, without limitation, changes to contact details referred to, or the refinement (or simplification) of provisions that are already included, in this Agreement, or the reduction of the minimum age Users must be in order to obtain an Account.
In the event that any term of this Agreement is held to be invalid or unenforceable by judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable. You and Provider are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and subject to the non-exclusive jurisdiction of the English courts.
21. Keeping this Agreement
We don’t separately file the individual Agreements entered into by members when they register for World Book Night. Please make a durable copy of this Agreement by printing and/or saving a downloaded copy on your own computer. It is offered in English only.
The Provider is World Book Night Limited, and our registered address is 4 Uxbridge Street, London W8 7SY. We are a charitable company registered in England and Wales under registration no. 07406565.