Terms & Conditions
1. ACCEPTANCE IN THE PROGRAMME
1.1 To begin the enrolment process, you will submit a completed Linking Programme Application form via our site www.mint.co.uk ("Our Site") or one of our representatives. We will evaluate your application in good faith. We may reject your application if we determine (in our absolute discretion) that your site is unsuitable for the Linking Programme for any reason. Such reasons include, but are not limited to Content of your site that:
1.1.1 is in any way unlawful or in breach of intellectual property rights.
1.1.2 may be deemed harmful, threatening, defamatory, obscene or indecent, harassing, or discriminatory on the grounds of disability, race, sex, ethnicity, sexual orientation, age, or otherwise objectionable in any other manner.
1.2 If we reject your application, you are welcome to reapply to the Linking Programme at any time.
2. PROMOTION OF OUR RELATIONSHIP
2.1 Upon acceptance, we will make available to you a variety of graphic and/or textual links ("Links") for you to place on your site. Subject to the terms and conditions herein you may display the Links as often and in as many areas on your site as you desire subject to the conditions detailed in clause 2.2 below. The Links will serve to identify your site as a member of our Linking Programme and will allow users of your site ("Users") to access Our Site.
2.2 Agreements Regarding Links
2.2.1 In utilising the Links you agree that you will cooperate fully with us in order to establish and maintain such links. You agree that you will:
2.2.1.1 Display on your site only those Links that are provided by us.
2.2.1.2 Update such Links with new graphic and/or textual links provided by us from time to time throughout the term of this Agreement and cease in your use of such former Links as we so advise.
2.2.1.3 Display such Links prominently in relevant sections of your site and in accordance with any directions given by us from time to time.
2.2.2 You undertake to ensure that each Link will in no way alter the look, feel or functionality of Our Site.
3. OUR RESPONSIBILITIES
3.1 We will be responsible for
3.1.1 providing all information necessary to allow you to establish the Links; and
3.1.2 tracking the volume of Users who are transferred from your site to Our Site as a direct consequence of accessing the Links.
3.2 We reserve the right to monitor your site, as we deem necessary to determine that you are continually in compliance with the terms of this Agreement.
4. PUBLICITY
You shall not create, publish, distribute, or permit any written material that makes reference to us and the Linking Programme without gaining our written consent.
5. LICENCES AND USE OF OUR LOGOS AND TRADE MARKS
5.1 We grant you a non-exclusive, non-transferable, revocable right to:
5.1.1 Access our site through the Links solely in accordance with this Agreement.
5.1.2 Use our brand name, trade marks and logos as incorporated in the graphics and/or text included in the Links ("Licensed Material") solely for the purposes of identifying you as a member of the Linking Programme, establishing the Links on your site and for the purposes that we have approved in accordance with clause 5.7 below.
5.2 You may not alter, modify or change the Licensed Material in any way.
5.3 You are only entitled to use the Licensed Material to the extent that you are an existing member in good standing with the Linking Programme.
5.4 You agree not to use the Licensed Material in any manner that is disparaging, materially detrimental to or inconsistent with our goodwill, reputation and image or that otherwise portrays us in a negative light.
5.5 We reserve all of our rights in the Licensed Material and of our proprietary rights.
5.6 This licence shall terminate upon the effective date of the expiration or termination of this Agreement subject to clause 7.
5.7 Any use of the Licensed Material on your site other than for the purpose of establishing a Link or for identifying you as a member of the Linking Programme shall be subject to our prior written approval.
5.8 You agree not to use our trade marks in any way which would tend to allow them to become generic, lose their distinctiveness, or become liable to mislead the public.
5.9 You shall forthwith and without delay notify us if you learn of any infringement or threatened infringement of any of the Licensed Material or of any action detrimental to such Licensed Material and you shall make no comment or admission to any third party in respect of such circumstances.
6. OBLIGATIONS REGARDING YOUR SITE
6.1 You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to:
6.1.1 the technical operation of your site and all related equipment;
6.1.2 the accuracy of materials posted on your site;
6.1.3 Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party including any intellectual property rights, are not unlawful, harmful, threatening, defamatory, obscene or indecent, harassing, or discriminatory on the grounds of disability, race, sex, ethnicity, sexual orientation, age or otherwise objectionable in any other manner.
6.1.4 Ensuring that materials posted on your site do not cause any harm to our reputation.
6.2 We disclaim all liability for all such matters in respect of your site. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees and expenses) relating to the development, operation, maintenance, and contents of your site.
6.3 You hereby agree that your site will not, in any way, copy or resemble the look and feel of Our Site nor will you create the impression that your site is a part of Our Site.
7. TERM OF THE AGREEMENT
The term of this Agreement will begin upon our acceptance of your Linking Programme application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party 30 days' written notice of termination. We may terminate this Agreement immediately if there is any breach by you of any term of this Agreement.
8. CONSEQUENCES OF TERMINATION
In the event of termination of this Agreement howsoever arising:
8.1 You shall, not later than one week from the date of termination, remove the Licensed Material including the Links from your site.
8.2 You shall do nothing after the termination of this Agreement which might lead any person to believe that you are still licensed to use the Licensed Material or are in any way connected with us.
9. MODIFICATION
We may modify any of the terms and conditions contained in this Agreement at any time in our absolute discretion. You will be notified by email and a change notice will be posted on our site. Your continued participation in the Linking Programme following our email to you regarding such change and the posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
10. RELATIONSHIP OF PARTIES
You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement or give any impression, whether on your site or otherwise, that would contradict anything in this clause. In particular, you will not make any statement or do anything which may give any impression that you are connected to us or Our Site other for the purpose of linking Users to Our Site and the purposes that we may have approved in accordance with clause 5.7 of this agreement.
11. DISCLAIMERS
We make no express or implied warranties or representations with respect to the Linking Programme. In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
12. REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to us as follows:
12.1 This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
12.2 The execution, delivery, and performance by you of this Agreement and the undertaking by you of the transactions contemplated hereby does not, with or without the giving of notice, the lapse of time, or both, conflict with or violate,
12.2.1 any provision of law, rule, or regulation to which you are subject,
12.2.2 any order, judgment, or decree applicable to you or binding upon your assets or properties,
12.2.3 any provision of your by-laws or certificate of incorporation, or
12.2.4 any agreement or other instrument applicable to you or binding upon your assets or properties.
12.3 No consent, approval, or authorisation of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.
12.4 There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any group company of yours, with respect to the execution, delivery, or undertaking of this Agreement and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.
12.5 You are an adult of at least 18 years of age.
13. LIMITATION OF LIABILITY
Save for death or personal injury, we will not be liable for any direct, indirect, special or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Linking Programme, even if we have been advised of the possibility of such damages.
14. INDEMNITY
You hereby agree to indemnify and hold harmless The Royal Bank of Scotland PLC and its directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable legal fees and expenses) (any or all of the foregoing hereinafter referred to as "Losses") in so far as such Losses (or actions in respect thereof) arise out of or are based on:
14.1 any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or
14.2 any claim related to your site, including, without limitation, content therein not attributable to us.
15. INDEPENDENT INVESTIGATION
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) operate sites that are similar to or compete with your site. You have independently evaluated the desirability of participating in the Linking Programme and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
16. GOVERNING LAW AND GENERAL
16.1 This Agreement:
16.1.1 represents the entire agreement between parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter, and
16.1.2 will be interpreted, construed and enforced in all respects in accordance with the laws of England and Wales, without reference to its choice of law rules.
16.2 You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
16.3 If any provision of this Agreement is held to be invalid, such invalidity will not affect the remaining provisions. Each party agrees that any and all actions brought to enforce any provision of this Agreement or to resolve any dispute arising out of this Agreement shall be brought solely in the courts of England and Wales, and each party hereby consents to the personal jurisdiction of such courts.
16.4 Any notice of termination or otherwise under this Agreement by us may be given by email to your site or other email address notified to us in writing for that purpose.
