Bath & Body Works | Gingham Nation Insiders
Link for Gingham Nation Insiders for those who received the email invitation.
Bath and Body Works Gingham Nation Insiders CONFIDENTIALITY AGREEMENT (“Agreement”)
This Agreement is made and entered into by and between Bath & Body
Works, Inc. (on behalf of its retail brand, Bath & Body Works,
referred to as “BBW” in this Agreement) and the undersigned BBW Gingham
Nation Insiders community participant (“Participant”).
WHEREAS, BBW intends to allow the Participant to participate in BBW Gingham Nation Insiders (the “Project”); and
WHEREAS, Participant acknowledges that he/she will be given access to
and obtain knowledge of Confidential Information and trade secrets (as
defined below) owned by BBW in connection with the Project.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:
1. In consideration of being invited to participate in the Project,
Participant will, for a period of five (5) years after the date hereof,
treat all Confidential Information and trade secrets as the valuable,
confidential and proprietary information of BBW and will not (i) use the
Confidential Information and trade secrets except for the express
purpose of participating in the Project, or (ii) disclose the
Confidential Information and trade secrets to any third party.
2. Participant expressly acknowledges that all right, title and interest
to all ideas or information disclosed or shared by the Participant
during the Project, all copies thereof and all related intellectual
property embodied therein or represented thereby are the sole property
of BBW.
3. For purposes of this Agreement, the following terms shall have the
meanings set forth below. “Confidential Information and trade secrets”
means any information or knowledge communicated as part of this Project,
orally, in writing or by inspections, relating directly or indirectly
to the business or affairs of BBW or its Affiliates. Examples thereof
include, without limitation, any information or knowledge pertaining to
(i) business plans or concepts, products, packaging, formulae,
specifications, designs, procedures or processes; (ii) retail store
operations; (iii) merchandising, advertising, distribution or sales
plans, processes, methods or figures; (iv) Participant, customer,
employee or supplier information; or (v) any financial information.
“Affiliates” means any one or more business entities which, directly or
indirectly through one or more intermediaries, are controlling,
controlled by, or under common control with, BBW or its successors or
assigns. The term “control” (including the terms “controlled by” or
“under common control with”) means the possession, direct or indirect,
of the power to direct or cause the direction of the management and
policies of an entity, whether through the ownership of voting
securities, through membership, by contract or otherwise. Following the
completion of the Project, Participant will return to BBW all
Confidential Information and trade secrets.
4. Nothing in this Agreement shall be construed to grant Participant any
right or license under any patent, copyright, trademark, know-how or
trade secret or to obligate BBW to enter into any further agreement with
Participant.
5. The obligations of Participant hereunder are personal in nature and
this Agreement may not be assigned, subcontracted or delegated for
performance, in whole or in part, to any other party.
If any provision of this Agreement is held to be void, invalid,
unenforceable or illegal by a court, it is the express intent of the
parties that the remaining provisions will remain valid and enforceable
to the maximum possible extent. This Agreement may be executed in
separate counterparts, each of which shall comprise an original for all
purposes. This Agreement shall be binding upon the successors and
assigns of both parties.
IMPORTANT LEGAL INFORMATION: PLEASE READ THESE RULES, TERMS AND
CONDITIONS CAREFULLY BEFORE CLICKING ON THE “I ACCEPT” BUTTON TO BE
ELIGIBLE TO BECOME A MEMBER OF THE BATH & BODY WORKS BBW GINGHAM
NATION INSIDERS COMMUNITY (“Community”) AND, IF ACCEPTED AS A COMMUNITY
MEMBER, TO USE THE WEB SITE FOR THE COMMUNITY AT
WWW.GINGHAMNATIONINSIDERS.COM (the "Web Site"). YOUR AGREEMENT TO BECOME
A COMMUNITY MEMBER BY CLICKING “I AGREE” CONFIRMS YOUR UNCONDITIONAL
ACCEPTANCE OF THE FOLLOWING RULES, TERMS AND CONDITIONS.
Community Member Rules. If you agree to these Rules, Terms and
Conditions, and the privacy policies mentioned herein, and your
registration is accepted by Bath & Body Works, Inc. (”BBW” or “we”),
you will become a member of the Community (“Community Member”). Fuel
Cycle provides the service that supports and hosts the Community. To
become a Community Member, and as a Community Member, you represent
and/or agree that:
a. You are currently residing in the United States and you are over the
age of 18. You are not an employee of BBW or one of its subsidiaries,
divisions, or affiliates, nor are you an immediate family member of any
such employee. You are not an employee or agent of any company involved
in the personal care or home fragrance industry. All information
provided to become a Community Member and the password you create as a
Community Member (“Member Information”) is accurate and up-to-date. If
any of your Member Information changes, you will update it by using the
appropriate update mechanism on the Web Site. You will be solely
responsible for maintaining the confidentiality of your Member
Information and you will not authorize others to use your Member
Information. You may not sub-license, transfer, sell or assign your
membership in the Community to any third party.
b. BBW will have a special relationship with the Community Members, and
we will be relying on this trusted relationship and your maintaining the
confidentiality of information you receive as a Community Member.
Therefore, you are required to agree to the BBW Gingham Nation Insiders
Confidentiality Agreement (“Confidentiality Agreement”) when completing
your registration. The Confidentiality Agreement is available at the Web
Site and is incorporated into these Rules, Terms and Conditions by
reference as if fully restated herein.
c. You represent and acknowledge that you are not an employee of BBW or
one of its subsidiaries, divisions, or affiliates and shall not be an
employee at any time during the term of this agreement. Both Member and
BBW acknowledge and agree that Member will furnish the services as an
independent contractor. Member has no express or implied power or
authority to act for, represent, or bind BBW. Member will not be
entitled to any medical coverage, life insurance, participation in BBW’s
savings plans, or other benefits afforded to BBW employees. Member will
be solely responsible for any federal, provincial, state or local,
income, withholding, FICA or other similar taxes or payments.
d. You may not use the service or the software, in whole or in part, for
any purpose that is unlawful in any way, that may (i) cause BBW (or any
of its licensors, including without limitation Fuel Cycle) legal
liability of any kind or nature (either civilly or criminally), (ii)
disrupt the service or disrupt others’ use of the service, (iii) be
considered by BBW to be harassing, libelous, invasive of anyone’s
privacy, defamatory, obscene, illegal, harmful, incendiary,
discriminatory, prejudice, offensive, hostile, and/or pornographic, or
(iv) be prohibited by these Terms and Conditions. You may also not use
the service or the software for any commercial purpose of any kind or
nature. You agree not to modify, rent, lease, loan, reproduce,
duplicate, copy, sell, distribute, otherwise exploit, or create
derivative works based on, the service and/or the software, in whole or
in part, or any Content (as defined below) contained therein.
e. BBW may terminate the Web Site and Community or terminate or suspend
your access to the Web Site and Community, at any time, in its sole
discretion, and with or without notice. If your use of the Web Site and
Community is suspended or terminated, any information that you have
stored will no longer be available to you.
f. All writings, profile information, photographs, audio/video files,
material, information, suggestions, ideas, concepts, know-how,
techniques, questions, comments or other communication or other
materials that you submit in connection with the Community (“Content”)
will not:
• violate or infringe any right of a third party;
• other than for information submitted specifically for your Member
profile, contain email addresses, first and last names, URLs, phone
numbers, physical addresses, or other forms of personal contact
information;
• contain corrupted files, viruses, or any other similar software files,
the intent of which is to damage the operation of another’s computer;
• be unlawful, offensive, obscene, lewd, lascivious, filthy, violent,
threatening, bullying, harassing, or abusive, or are otherwise
objectionable to BBW;
• contain any unsolicited advertising, promotional materials, or other
forms of solicitation to other users, individuals or entities;
• impersonate any person, business or entity, including BBW and our employees and agents;
• encourage conduct that would constitute a criminal offense; or
• otherwise violate the rules, now or in the future, adopted by the Community.
g. Any Content placed online, including advice and opinions, are the
views and responsibility of those who post the Content and do not
necessarily represent the views, endorsement, sanctioning or agreement
of BBW and any person or entity working on its behalf with such Content.
h. You irrevocably consent to and authorize the use of the Content by
BBW or any person or entity acting on its behalf for any purpose
whatsoever, in any and all manner and media throughout the world, and
specifically in the Community and on the Web Site, including removal of
any of the Content.
i. In connection with your Content, you affirm, represent, and warrant
to BBW and Fuel Cycle that the individual person in each uploaded
photograph or video/audio file either is you or that you have the
written consent, release and/or permission of each and every
identifiable individual person in the photographs or video/audio files
and of the photographer, videographer, or audiographer, and to use the
name or likeness of each and very such identifiable individual person
and use the photographs or video/audio files in the manner contemplated
by the Community, this Web Site, the Rules and, Terms and Conditions,
without compensation or objection. Further, you affirm, represent and
warrant that (i) any Content you submit on this Web Site is original;
(ii) you own all right, title and interest to the Content and have the
sole and exclusive right to assign all of the rights therein to BBW as
set forth in these Rules, Terms and Conditions; (iii) BBW’s use of the
Content, in whole or in part, will not infringe upon or misappropriate
the rights of any third party including, without limitation, any
intellectual property, privacy rights, trade secret rights, contract
rights, confidentiality rights, or any other rights of any kind or
nature of any person or entity at any time; and (iv) you have obtained
written permission from any other person named, photographed, recorded,
filmed, or otherwise depicted in the Content which will allow BBW to
utilize the Content without compensation or objection.
j. You, and not BBW or Fuel Cycle, are responsible for compliance with
all laws, rules, regulations, and ordinances in connection with your use
of the service.
k. You hereby grant to BBW and Fuel Cycle a worldwide, irrevocable,
sublicensable, transferable, exclusive, royalty-free, and perpetual
right and license to use the registration data and the Content for
purposes such as technical support, notifying users of changes,
providing or enhancing the services, or any other reasons specifically
set forth in these Rules, Terms and Conditions or any of our respective
policies (including Fuel Cycle’s privacy policy (https://fuelcycle.com/legal/privacy-policy/)).
No compensation will be paid or due you with respect to BBW’s, Fuel
Cycle’s or Fuel Cycle’s sublicensees’ or transferee’s use of the
registration data or Content. BBW or Fuel Cycle will not be required to
pay or incur any sums to any person or entity as a result of its
exercise of its rights hereunder.
l. In exchange for the opportunity to submit Content as a Community
Member, we and our respective affiliates and our or their designees
without any payment to, or further authorization by you, will have the
unrestricted perpetual, royalty-free, worldwide, and irrevocable right,
but not the obligation, to use, edit, alter, copy, reproduce, disclose,
display, publish, market, prepare derivative works from, perform,
transmit, distribute, exhibit, broadcast, or otherwise exploit or
develop the Content, in whole or in part, and in any manner whatsoever
for any or all commercial or non-commercial purposes. We may, but are
not obligated to, monitor or review any Content. We may remove any
Content from the Web Site in our sole discretion. We will have no
obligation to use, return, review, or respond to any Content. You
further grant to BBW the unrestricted, irrevocable right, but not the
obligation, to use your name, photograph, picture, likeness, moving
image, voice, and biographical material and that of others contained in
your Content, whether in their original form as submitted, or as
altered, edited, lifted or reproduced by BBW, in perpetuity throughout
the world.
m. You are responsible for obtaining and maintaining any communications
equipment necessary to connect to the Web Site and Community, including
computer hardware and software, and long distance or local telephone
service or other internet access.
n. As a Community Member, you further agree that you have read, understand and agree to the following:
Copyright, Trademarks and Use of Web Site. The design of this Web Site
and all text, graphics, information, content, and other material
displayed on or that can be downloaded from this Web Site and all
Confidential Information are protected by copyright, trademark and other
laws and may not be used except as permitted in these Rules, Terms and
Conditions or with prior written permission of the owner of such
material. The contents (including without limitation, the “look and
feel”, all text, photographs, images, video and audio) of this Web Site
are © 2022, Bath & Body Works Direct, Inc. or its respective
affiliates. All rights reserved. BBW and its affiliated companies retain
all rights regarding their trademarks, trade names, brand names and
trade dress. These marks, names or trade dress, and all associated logos
or images (all of these referred to as the “Marks”) are registered
and/or common law trademarks of BBW and its affiliates and are protected
by U.S. and international laws and treaties. You may not modify the
information or materials displayed on or that can be downloaded from
this Web Site in any way or reproduce or publicly display, perform, or
distribute or otherwise use any such information or materials for any
public or commercial purpose. You may not copy, reproduce, publish,
transmit, distribute, perform, display, post, modify, create derivative
works from, sell, license or otherwise exploit this Web Site. BBW will
aggressively enforce its intellectual property rights to the fullest
extent of the law, including the seeking of civil remedies and criminal
prosecution. BBW reserves the right to block or deny access to the Web
Site to anyone at any time for any reason. Nothing in these Rules, Terms
and Conditions or on the Web Site will be construed to grant any right
or license under any patent, copyright, Marks, know-how or trade secret
or to obligate BBW to enter into any further agreement with a Community
Member.
As between BBW and you, all right, title and interest in and to the
service, the software, and any service content (including any
intellectual property rights contained in any of the aforementioned) is
and will remain the sole property of BBW and Fuel Cycle.
Special Notice: BBW and its affiliates have a no-tolerance policy
regarding the use of our trademarks or names in metatags and/or hidden
text. Specifically, the use of our trademarks or names in metatag
keywords is trademark infringement, and the use of trademarks or names
in page text, metatags, and/or hidden text for purposes of gaining
higher rankings from search engines is unfair competition. Linking to
any Community page on this Web Site is prohibited absent express written
permission from BBW. Framing, inline linking or other association of
the Web Site or the Community or its or its suppliers software or HTML
code, scripts, text, artwork, photographs, images, video, and audio with
links, advertisements and/or other information not originating from the
www.GINGHAMNATIONINSIDERS.com Web Site is expressly prohibited.
Privacy Policies. To provide the service, BBW and Fuel Cycle must
collect and use your personal data. All registration data and whatever
other information about you that we receive from you through your use of
the service is subject at all times to the terms of BBW’s privacy policy and Fuel Cycle’s privacy policy.
Disclaimer of Warranties. SUBJECT TO APPLICABLE LAW, YOUR USE OF THE
SERVICE, THE SOFTWARE, AND ALL CONTENT OF ANY KIND CONTAINED THEREIN OR
DERIVED THEREFROM, IS AT YOUR SOLE RISK. BBW AND BBW’S PARTNERS,
TECHNOLOGY LICENSORS, SOFTWARE VENDORS, SUPPLIERS AND CONTENT SUPPLIERS
(INCLUDING FUEL CYCLE AND ITS PARTNERS, TECHNOLOGY LICENSORS, SOFTWARE
VENDORS AND SUPPLIERS) PROVIDE THE SERVICE, INCLUDING ALL CONTENT,
SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR
ACCESSED FROM OR THROUGH THE SERVICE, “AS IS” AND WITHOUT ANY WARRANTY
OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT. BBW AND BBW’S PARTNERS,
TECHNOLOGY LICENSORS, SOFTWARE VENDORS, SUPPLIERS AND CONTENT SUPPLIERS
(INCLUDING FUEL CYCLE AND ITS PARTNERS, TECHNOLOGY LICENSORS, SOFTWARE
VENDORS AND SUPPLIERS) MAKE NO WARRANTY THAT: (i) THE SERVICE WILL MEET
YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY,
SECURE, ERROR-FREE, AND/OR FREE FROM VIRUSES OR OTHER HARMFUL
COMPONENTS; OR (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION,
PRIZES (IF ANY), OR OTHER MATERIALS OR INFORMATION OBTAINED BY YOU
THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED
OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR
OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY SUCH MATERIAL. WITHOUT LIMITATION ON THE FOREGOING, WE
ARE UNDER NO OBLIGATION TO STORE AND/OR PROTECT YOUR MEMBER CONTENT, SO
IT IS ADVISABLE THAT YOU MAINTAIN YOUR OWN COPY AT ALL TIMES. NOT ALL
STATES PERMIT ALL OF THE ABOVE DISCLAIMERS, SO THEY MAY NOT ALL BE
APPLICABLE TO YOU.
Indemnification. You agree to indemnify, defend, and hold harmless BBW
and BBW’s shareholders, parents, subsidiaries, affiliates, officers,
directors, employees, agents, advisors, partners, technology licensors,
software vendors, suppliers, content suppliers, and assigns (including
Fuel Cycle and its partners, technology licensors, software vendors and
suppliers), from and against any and all losses, liabilities, claims
(including claims without legal merit or brought in bad faith), demands,
damages, costs or expenses, causes of action, suits, proceedings,
judgments, awards, executions and liens, including reasonable attorneys’
fees and costs (whether brought by third parties or otherwise) relating
to or arising out of, directly or indirectly: (a) your use of the
service (including, without limitation, the service content, software
and any Content) in violation of these Rules, Terms and Conditions; (b)
your breach of any representation, warranty, or covenant contained in
these Rules, Terms and Conditions; (c) any Content posted or transmitted
by you on or through the service; (d) your acts and omissions; and (e)
your negligence, intentional misconduct, or violation or alleged
violation of any law or any rights of any third party. BBW reserves the
right (but is not obligated), at its own expense, to assume the
exclusive defense and control of any matter subject to indemnification
by you hereunder, and in such event, you will have no further obligation
to provide indemnification for such matter; provided, however, that you
will use best efforts to cooperate with BBW and Fuel Cycle in such
defense and shall be fully responsible for all costs associated
therewith. To the fullest extent permitted by law, the foregoing
indemnity will apply regardless of any fault, negligence, or breach of
warranty or contract by BBW or any of BBW’s shareholders, parents,
subsidiaries, affiliates, officers, directors, employees, agents,
advisors, partners, technology licensors, software vendors, suppliers,
and Content suppliers (including Fuel Cycle and its partners, technology
licensors, software vendors and suppliers).
Limitation of Liability. SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL BBW
OR ANY OF BBW’S PARTNERS, TECHNOLOGY LICENSORS, SOFTWARE VENDORS,
SUPPLIERS AND CONTENT SUPPLIERS (INCLUDING FUEL CYCLE AND ITS PARTNERS,
TECHNOLOGY LICENSORS, SOFTWARE VENDORS, AND SUPPLIERS) BE LIABLE TO YOU
OR ANY THIRD PARTY FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR FAILURE OF PERFORMANCE, ERRORS, OMISSIONS,
INTERRUPTIONS, DELETIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION,
COMPUTER VIRUSES, COMMUNICATION LINE FAILURES, THEFT OR DESTRUCTION,
UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICE, OR LOSS OF
USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE
OR THIS AGREEMENT, DIRECTLY OR INDIRECTLY, EVEN IF BBW OR ANY OF BBW’S
PARTNERS, TECHNOLOGY LICENSORS, SOFTWARE VENDORS, SUPPLIERS AND CONTENT
SUPPLIERS (INCLUDING FUEL CYCLE AND ITS PARTNERS, TECHNOLOGY LICENSORS,
SOFTWARE VENDORS AND SUPPLIERS) HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT WILL BBW’S (OR FUEL CYCLE’S OR ANY OF BBW’S OR
FUEL CYCLE’S PARTNERS’, TECHNOLOGY LICENSORS’, SOFTWARE VENDORS’,
SUPPLIERS’ AND CONTENT SUPPLIERS’) AGGREGATE LIABILITY TO YOU OR ANY
THIRD-PARTY ARISING FROM OR RELATING TO THE SERVICE OR THIS AGREEMENT
(OR ANY OTHER AGREEMENT ENTERED INTO BY YOU WITH BBW IN CONNECTION WITH
YOUR USE OF THE SERVICES) EXCEED $500.00. SOME STATES DO NOT ALLOW
CERTAIN LIMITATIONS OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS OF
LIABILITY MAY NOT APPLY TO YOU.
Third Party Links. Periodically, links may be established from this Web
Site to one or more external web sites or resources operated by third
parties (the "Third Party Sites"). These links are provided for your
convenience only. In addition, certain Third Party Sites also may
provide links to this Web Site with our written permission. None of
these links should be deemed to imply that BBW or Fuel Cycle endorses
the Third Party Sites or any content therein. BBW and Fuel Cycle do not
control and are not responsible for any Third Party Sites or any
content, advertising, products, or other materials on or available from
such Third Party Sites.
No Injunctive Relief. You agree not to seek, and you acknowledge and
agree that you are not entitled to, rescission of this Agreement or any
part of this Agreement or any injunctive or other equitable relief for
any reason, including without limitation, an injunction that would
restrain the operation of the service, the exploitation of any
advertising or other materials on the service, the exploitation of the
service or any Content displayed on the service, and/or the exploitation
of any promotion or other rights granted to BBW (and/or any of its
affiliates or partners, including Fuel Cycle) hereunder.
Third Party Beneficiary. Fuel Cycle is an intended third-party beneficiary of this Agreement.
Term; Termination. You understand and agree that the termination of your
membership is your sole right and remedy with respect to any
dissatisfaction you may have with the service, subject to applicable
law, BBW’s privacy policy, and Fuel Cycle’s privacy policy.
Jurisdiction. ANY ACTION SEEKING LEGAL OR EQUITABLE RELIEF ARISING OUT
OF OR RELATING TO THIS WEB SITE WILL BE BROUGHT ONLY IN THE COURTS OF
THE STATE OF OHIO OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF OHIO. A printed version of these Rules, Terms and Conditions
will be admissible in judicial and administrative proceedings based
upon or relating to these Rules, Terms and Conditions to the same extent
and subject to the same conditions as other business documents and
records originally generated and maintained in printed form.
I HAVE READ ALL OF THE ABOVE AND CLICKING ON “I AGREE” DESIGNATES MY
ACCEPTANCE OF ALL OF THE ABOVE RULES, TERMS AND CONDITIONS, BBW’S PRIVACY POLICY) AND FUEL CYCLE’S PRIVACY POLICY.
IF YOU CANNOT AGREE TO ALL THE ABOVE RULES, TERMS AND CONDITIONS, AND
PRIVACY POLICIES, CHECK “I DISAGREE” AND YOU WILL NOT BE ACCEPTED AS A
MEMBER OF THE COMMUNITY.