This Diffblue Playground Agreement (the “Agreement”) is a legally binding agreement between you and Diffblue regarding your use of the Diffblue Playground product (the “Product”). By accessing or using the Product, you agree to be bound by the terms and conditions of this Agreement. If you do not agree, you are not authorised to use the Product.
“Diffblue” means Diffblue Limited, a company registered in England and Wales number 09958102, with its registered office at Ramsey House, 10 St. Ebbes Street, Oxford, OX1 1PT, UK.
“IPR” means patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, domain names, goodwill, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information and any other intellectual property rights, including without limitation all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
“Tests” has the meaning described in clause 2.1.
“Your Content” means content (including without limitation source code) that you upload or submit to the Product.
2.1 The Product enables you to submit up to 200 lines of code for the automatic generation of unit tests (the “Tests”).
2.2 The Product is provided free of charge and may be modified or withdrawn by Diffblue at any time without notice.
2.3 No technical support is provided for the Product.
2.4 You may only use the Product if you are at least the age of majority or are acting with the consent and supervision of a parent or guardian.
3.1 Licence Grant. Subject to your compliance with this Agreement, Diffblue grants you a non-exclusive, non-sublicensable, non-transferable licence to use the Product solely for the purposes of unit test generation performed on code developed by you. The Product may also contain third party components with separate notices and licensing terms as specified in the accompanying documentation.
3.2 Ownership. The Product, and all IPR therein, are and shall remain the exclusive property of Diffblue (and its suppliers, licensors and contributors, if any). Except for the rights expressly granted under this Agreement, (i) Diffblue (and its suppliers, licensors and contributors) reserves all right, title and interest in and to the Product and all IPR therein, and (ii) no right, title, interest or licence in or to the Diffblue Product or any other IPR, whether by implication, inducement, estoppel or otherwise, is granted, assigned or transferred to you. The Product is licensed, not sold or given.
3.3 Restrictions. You must not: (i) translate or create derivative works of the Product; (ii) (except to the extent that this restriction is prohibited by applicable law) modify, adapt, alter, copy, reverse engineer, decompile, make error corrections, disassemble, or otherwise attempt to derive the source code for the Product in whole or in part; (iii) remove, alter, obscure or destroy any proprietary notices on the Product; or (iv) use the Product in any manner other than as described in the accompanying documentation or this Agreement.
3.4 Suggestions. If you provide Diffblue with suggestions or other input relating to the Diffblue Product, you (i) grant Diffblue an irrevocable, perpetual, royalty-free, sub-licensable and transferable licence to use such suggestions and input for any purpose, and (ii) warrant that Diffblue’s use of such suggestions and input does not infringe the IPR of any third party.
4. Your Content
4.1 Licence. You grant Diffblue a worldwide, royalty-free, transferable licence to host and use Your Content and the Tests for the purpose of (i) providing the Product to you; and (ii) running tests on Your Content to improve the Product and Diffblue’s other products.
4.2 Acceptable Use. You acknowledge and agree that Diffblue is not responsible for Your Content. Your Content must not (i) breach any contract, law or regulation; (ii) be fraudulent, defamatory, violent, obscene, offensive, threatening, or likely to cause anxiety to any person; (iii) discriminate by race, sex, religion, nationality, disability, sexual orientation or age; or (iv) infringe the Intellectual Property Rights of any person. While Diffblue is not obliged to monitor Your Content, Diffblue reserves the right to delete Your Content and block your access to the Product at any time without notice if Diffblue reasonably believes that you are in breach of this clause or that Your Content is otherwise inappropriate.
4.3 Deletion. You may request the deletion of Your Content and the Tests at any time by sending a request to [email protected] specifying your account name and the URL link at which Your Content and the Tests are hosted. Diffblue may delete Your Content and the Tests at any time without notice, and accordingly, you are advised to retain a backup copy of Your Content and the Tests.
4.4 Confidentiality. You must NOT upload or submit any personal data to the Product other than the account credentials that you are requested to provide. You are responsible for ensuring the security and confidentiality of your account credentials. Where tests are shared on a URL, you acknowledge and agree that they could be publicly accessible if anyone reaches such URL.
4.5 Indemnity. You agree to indemnify and hold Diffblue harmless from: (i) any claim or action alleging that Your Content infringes the IPR of or breaches confidentiality obligations to a third party; (ii) any claim or action alleging that Your Content or use of the Product breaches applicable laws or regulations; (iii) any breach of Clauses 4.2, 6.1 or 6.2; and (iv) any loss or damage caused by your gross negligence, wilful misconduct or fraud.
5.1 DIFFBLUE IS ONLY RESPONSIBLE FOR LOSS OR DAMAGE THAT YOU SUFFER THAT IS A FORESEEABLE RESULT OF BREACH OF THIS AGREEMENT OR DIFFBLUE’S NEGLIGENCE. YOU OTHERWISE USE THE PRODUCT AT YOUR OWN RISK.
5.2 THE PRODUCT IS PROVIDED FREE OF CHARGE. ACCORDINGLY, EXCEPT FOR DEATH, PERSONAL INJURY, FRAUD OR OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW, IN NO EVENT SHALL: (I) DIFFBLUE’S AGGREGATE LIABILITY UNDER OR IN RELATION TO THIS AGREEMENT EXCEED £100; OR (II) DIFFBLUE BE LIABLE FOR ANY LOSS OF PROFITS OR SAVINGS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR LOSS; HOWSOEVER CAUSED AND WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE.
5.3 DIFFBLUE (AND ITS SUPPLIERS, LICENSORS AND CONTRIBUTORS) MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR UNDERTAKINGS OF ANY KIND (WHETHER EXPRESS, IMPLIED OR STATUTORY) AND EXPRESSLY DISCLAIMS THEM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. DIFFBLUE DOES NOT WARRANT THAT THE DIFFBLUE PRODUCT WILL BE PROVIDED ERROR FREE, WILL MEET YOUR REQUIREMENTS, WILL OPERATE WITHOUT INTERRUPTION, OR WILL IDENTIFY ALL UNIT TESTS. TO THE EXTENT THAT DIFFBLUE CANNOT DISCLAIM ANY SUCH WARRANTY UNDER APPLICABLE LAW, THE SCOPE OF SUCH WARRANTY WILL BE THE MINIMUM REQUIRED UNDER SUCH LAW.
5.4 CLAUSES 5.1 TO 5.3 INCLUSIVE SHALL NOT LIMIT YOUR RIGHT TO BENEFIT FROM MANDATORY APPLICABLE CONSUMER PROTECTION LAWS THAT APPLY IN THE COUNTRY IN WHICH YOU LIVE.
6.1 You must comply with the UK Bribery Act 2010 and any other applicable anti-bribery and anti-corruption laws.
6.2 You must comply with export and import control laws, regulations, sanctions and trade embargoes of the USA, UK and other applicable jurisdictions. You must not use the Product in, or export or re-export the Product to any person or entity in Crimea, Cuba, Iran, Syria, Sudan, South Sudan or North Korea.
6.3 If any provision of this Agreement is deemed invalid, unenforceable or illegal, such provision will be modified to achieve its objectives (or deleted if modification is not possible). No modification or deletion shall affect the validity of the rest of this Agreement.
6.4 This Agreement constitutes the entire understanding regarding the subject matter. Diffblue may amend this Agreement by posting a revised version online. Otherwise, this Agreement may only be amended by a signed amendment.
6.5 This Agreement is governed by and construed in accordance with English law and is subject to the exclusive jurisdiction of the English courts, save that Diffblue may seek injunction or other equitable relief from any court of competent jurisdiction in order to protect its IPR.
If you have any questions or wish to serve a notice regarding this Agreement, please contact us via email to [email protected].
Version 2 28 February 2019