Recyclebank’s Beta Testing End User License Agreement


This Beta Testing End User License Agreement is a legal agreement (hereinafter "Agreement") between RecycleRewards, Inc. ("RecycleBank") and you, an individual, (hereinafter "Licensee"). This Agreement covers all software, the associated media, any printed materials, data, files and information and any "online" or electronic documentation ("Software") which it accompanies together with the walking and cycling scheme provided or accessed through the Software (the “Scheme”), and which has been provided to Licensee without payment of any fees or costs. This Agreement takes precedence over any other agreement or terms embedded within the software.

    1. Assent to Be Bound
    By clicking the "I accept" checkbox on the Recyclebank iPhone Transport App Beta Screener page or by executing a written copy of this Agreement or otherwise using this Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree with any term or condition, do not use this Software in any way.

    2. DISCLAIMER
    THE BETA SOFTWARE LICENSED HEREUNDER MAY CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE, FOR WHICH NO FEES HAVE BEEN CHARGED OR ARE DUE FROM LICENSEE, IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS.

    3. Feedback from Licensee
    It is expressly understood, acknowledged and agreed that Licensee shall, regardless of whether or not formally requested to do, provide to RecycleBank reasonable suggestions, comments and feedback regarding the Software and Scheme from the Licensee’s testing (collectively, "Feedback"). Contingent upon all of the terms and conditions herein and especially upon Licensee's obligations to provide Feedback, Licensee grants RecycleBank, under all of Licensee's intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any RecycleBank product, technology, service, specification or other documentation (individually and collectively, "RecycleBank Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any RecycleBank Product; and (iii) solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties.

    4. Grant of License
    Subject to the terms and conditions of this Agreement, RecycleBank grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Software solely for purposes of internal testing and evaluation, (ii) to copy Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies, and (iii) to use the Scheme.

    5. Restrictions on Grant
    Except as otherwise specifically permitted in this Agreement, Licensee may not: (a) Modify or create any derivative works of any Software or documentation; (b) Copy the Software except as provided in this Agreement or elsewhere by RecycleBank; (c) Sublicense or permit simultaneous use of the Software by more than one user; (d) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); (f) Redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software; (g) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (h) Publish any results of benchmark tests run on any Software to a third party without RecycleBank prior written consent; or (i) Use any Software on a system with more CPUs than the number licensed, by more users than have been licensed, on more computers or computing devices than the number licensed, or by more developers than the number licensed, as applicable.

    6. Beta Software Product Support
    RecycleBank is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Software or Scheme will be corrected.

    7. Ownership and Copyright of Software
    Title to the Software and all copies thereof remain with RecycleBank and/or or its suppliers. The Software is copyrighted and is protected by copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, RecycleBank does not grant any express or implied right to Licensee under RecycleBank patents, copyrights, trade marks, or trade secret information.

    8. Confidentiality
    The enclosed Software and the associated Scheme is Confidential Information. Licensee will not disclose the Software or Scheme or any comments regarding the Software or Scheme to any third party without the prior written approval of RecycleBank. Licensee will maintain the confidentiality of the Software and Scheme with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. Licensee will not be liable for the disclosure of any Confidential Information which is: (a) in the public domain other than by a breach of this Agreement on Licensee's part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to Licensee without any limitation on use or disclosure prior to its receipt from RecycleBank; or (d) independently developed by Licensee's employees; or (e) generally made available to third parties by RecycleBank without restriction on disclosure.

    9. Term Of This Agreement
    Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to RecycleBank (or, at RecycleBank' request, destroy), the Software and all other tangible items in Licensee's possession or control that are proprietary to or contain Confidential Information.

    10. Limitation on Liability
    Provision of any Software or Scheme under this Agreement shall not create any obligation for RecycleBank to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software or Scheme either to Licensee or to any other party.

    THE SOFTWARE AND SCHEME ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY LAW, NEITHER RECYCLEBANK OR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE AND SCHEME, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF RECYCLEBANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    11. Scheme Rules and Data Protection
    As part of using the Scheme during the beta, personal data about Licensee will be captured by the Software and Scheme. The privacy policy and other terms for the UK at http://www.recyclebank.com/about-us/privacy (as the same may be amended from time to time) (the “Policy”) will apply to such personal data, subject to the following:

    • References in the Policy to the scheme will mean for the purposes of this Agreement the cycling and walking Scheme, and any references to recycling of waste in the Policy will not apply to the use of the Scheme under this Agreement
    • In addition, to paragraph 13.2 of the Policy, Recyclebank may share certain PII with Transport for London without your consent to enable administration and operations of your account and Non-PII data may also be shared by Recyclebank with Transport for London without your consent. Examples of this type of information are (i.e. non-PII) total app downloads, usage rates, trip volume, engagement with rewards programme.

    12. Entire Agreement
    This Agreement constitutes the complete and exclusive agreement between RecycleBank and Licensee with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by an authorized representative of RecycleBank and Licensee.

    13. Governing Law
    This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and subject to the exclusive jurisdiction of the English courts.