These terms and conditions for content network sharing agreements set out the terms under which you, as a Partner (Licensor) of INFEMNITY Production Content Networks, agree to share content with INFEMNITY Production (Licensee). Please read these terms carefully, print and keep a paper copy of these terms for your records.
1.1 The words and phrases defined in bold on the Term Sheet shall bear those meanings when they are used in this Agreement.
2. Rights and License to Use
2.1 The Licensor shall retain all copyright and all other right, title and interest in and to its Content. Subject to the terms of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, worldwide license for the Contract Period to load the Licensor Content on to its server and use, reproduce, transmit and publicly display the Content on the Licensee Platform in accordance with this Agreement and the Publication Limits.
2.2 Licensor grants an irrevocable and permanent worldwide license subject to Clause 4 to:
2.2.1 store the Content in internal archives; and
2.2.2 publish and transmit the Content on the Licensee Platform
after the Contract Period only in the same form and context, and to the extent, that such Content has been reproduced on the Licensee Platform during the Contract Period in accordance with this Agreement.
2.3 The Partner shall email with the title, author and date of all items of INFEMNITY Production Content it wishes to publish on the Partner Website. The parties shall discuss in good faith the procedure for the supply of the Partner Content from Partner to INFEMNITY Production. The Licensee agrees not to publish any Content until it has confirmation that the Licensor has sufficient rights in the Content.
2.5 The Licensee may not copy any other material which appears on the Licensor Platform without its prior written approval.
2.6 INFEMNITY Production may change the headline or body, stand first and add pictures and captions to the Partner Content. If the Partner objects to the changes made, INFEMNITY Production shall remove them with immediate effect. The Partner may not make any changes to the INFEMNITY Production Content unless INFEMNITY Production agrees to the specific change required.
3. Logos and Credits
3.1 INFEMNITY Production may display the Partner Logo on the INFEMNITY Production Platforms. The Partner shall display the logo of the INFEMNITY Production Content Network as defined in the Term Sheet on the front page or other prominent position on the Partner Website.
3.2 The Partner shall publish a credit alongside each item of INFEMNITY Production Content with the name of the author and the name of the INFEMNITY Production Content Network as defined in the Term Sheet hyperlinked back to the relevant home page on INFEMNITY Production network of websites.
3.3 INFEMNITY Production shall publish a credit alongside each item of the Partner Content in example formats (not limited to provided examples) as follows:
[Author] for [Partner], part of the [INFEMNITY Production Content Network]
Photo Credit: [Photographer]
3.4 The Licensor shall retain all right, title and interest in and to its name, logo and trademarks worldwide.
4. Display and Removal of Content
4.1 The Licensee acknowledges that on occasion the Licensor may need to remove certain parts of the Content for legal reasons and accordingly the Licensee shall, on receipt of a notice from the Licensor, immediately remove from the Licensee Platform any part of the Content identified in such notice.
4.2 In the event that such Content is not removed from the Licensee Platform within 5 business days, the Licensee agrees to indemnify the Licensor from and against all costs, claims and expenses attributable to and/or resulting from such non-removal. The Licensee shall have the right to control any proceedings in relation to which this indemnity applies.
5.1 Each party undertakes to use all documents and all technical, commercial, financial and other information which is obtained from the other party in connection with this Agreement, or with the negotiations leading up to it, for the purpose of performing this Agreement, to treat them confidentially and to make them available or disclose them to third parties only so far as it is necessary (i) for the performance of this Agreement; or (ii) as permitted under the License to Use in Clause 2; or (iii) to their professional advisers; or (iv) as required by law. Further, each party undertakes not to disclose to any person, without the previous written consent of the other party, the existence of any term of this Agreement, or the existence of any information about any dispute or disagreement between the parties.
5.2 The obligations of confidentiality set out above shall not apply to any documents or information which a party can show:
5.2.1 at the time of its acquisition was in, or at a later date has come into, the public domain, other than following a breach of this Clause 5; or
5.2.2 it knew prior to first disclosure to it by the other party; or
5.2.3 it received independently from a third party with the full right to disclose.
6. Warranties and Exclusions
6.1 The Licensor warrants that it has full right, title and authority to license the Content to the extent set out in this Agreement and that the Content shall not be an infringement of any third party intellectual property rights.
6.2 Save the warranty as set out in clause 6.1, the Licensor excludes any and all warranties, conditions or other terms implied by statute, common law or otherwise to the fullest extent permitted by law.
6.3 The Licensor shall not be liable (and hereby excludes liability) for the consequences of any inaccuracy, interruptions or errors in the Content.
6.4 Each party shall be solely responsible for virus detection and the development, operation and maintenance of their respective websites and for imposing disclaimers on end users of the Website equivalent to those set out in this Clause 6.
6.5 The Licensor does not provide the Content for any specific purpose or persons. Accordingly, it is not intended to be relied upon in making any particular decisions and appropriate independent advice should be obtained before doing so.
6.6 Some of the Content may contain links to websites provided by independent third parties. The Licensor is not responsible for the availability or content of such sites and shall not be responsible for any transaction concerning goods or services available from those sites.
6.7 The Licensee shall promptly inform the Licensor in the event of any claim by a third party in relation to the Content and the Licensee shall comply with the reasonable requests of the Licensor in relation to such claim.
7. Exclusion of Liability
7.1 Neither party shall be liable to the other for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Content, even if one party has advised the other of the possibility of such damages.
8.1 Either party may terminate this Agreement by giving written notice to the other in any of the following events:
8.1.1 if the other party commits any breach of any of the terms of this Agreement and fails to remedy that breach (if capable of remedy) within 7 days after notice from the other party giving full particulars of breach and requiring it to be remedied; or
8.1.2 if any step, action, application or proceeding is taken in relation to the whole or any material part of the other party for a voluntary arrangement or composition or reconstruction of its debts, or winding up, dissolution, administration or receivership (administrative or otherwise) or a threat of the same.
8.2 The Agreement may be terminated by either party, on giving the other 30 days written notice.
8.3 On termination of this Agreement the rights and obligations of the parties shall terminate except that the provisions of Clauses 2.2, 2.4 and Clauses 3-7 shall survive any termination or expiration of this Agreement.
9.1 Any notice given under this Agreement shall be in writing to the Contact specified on the Term Sheet or such other Contact as the parties may notify from time to time and may be delivered to the other party or sent by pre-paid post or email to the address of that party specified in this Agreement or such other address as may be notified under this Agreement by that party from time to time for this purpose.
9.2 The parties do not intend for any third party to have any rights under this Agreement but agree to adhere to Third Party Beneficiary Rights.
9.3 A party shall not be liable for any failure or delay in performing its obligations under this Agreement to the extent that this failure or delay is the result of any cause or circumstance beyond the reasonable control of that party and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If by reason of force majeure a party is unable to perform all or any part of its obligations under this Agreement for a continuous period of 20 working days, the other party may terminate this Agreement immediately by written notice.
9.4 Neither party shall assign or transfer its rights or obligations under this Agreement without the other party's prior written consent.
9.5 This Agreement represents the entire terms agreed between the parties in relation to its subject matter. Any variation to this Agreement must be agreed in writing by the parties.
9.6 Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties. No party shall have the authority to bind the other party or to contract in the name of or create a liability against the other party in any way for any purpose.
9.7 No failure or delay by any party in exercising its rights under this Agreement shall operate as a waiver of that right nor shall any single or partial exercise by either party of any right preclude any further exercise of any other right.
9.8 Each party shall comply with all applicable law including, without limitation, the provisions of the United States Privacy Act.
9.9 If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain unaffected and in force.
9.10 This Agreement shall be governed by and interpreted in accordance with the laws of New York State. Each party irrevocably submits to the exclusive jurisdiction of the courts of New York State over any claim or matter arising under or in connection with this Agreement.