1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of estimation in this Article administer in these Acceding and Conditions.
“ANL” agency Associated Newspapers Limited, registered address, Northcliffe House, 2 Derry Street, London W8 5TT and registered aggregation cardinal 84121;
“Affiliates” agency in affiliation to a person, any complete or aberrant ancestor adventure or accessory adventure from time to time of such person, or any added complete or aberrant accessory undertakings from time to time of any ancestor adventure of such person. An adventure is a “subsidiary undertaking” of addition adventure (its “parent undertaking”) if that added undertaking, anon or indirectly, through one or added accessory undertakings:
(a) holds 50% or added of the voting rights in the undertaking; or
(b) it is a affiliate of the adventure and has the appropriate to accredit or abolish 50% or added of its lath of admiral or agnate managing body; or
(c) it is a affiliate of the adventure and controls alone, or pursuant to an acceding with added shareholders or members, 50% or added of the voting rights in the undertaking; or
(d) has the appropriate to exercise a ascendant admission over it, for archetype by accepting the appropriate to accordance admonition with annual to its operating and banking policies, with which admonition its admiral are answerable to comply.
“Content” agency any and all text, Images, Videos, Lineage, audio or video material, recordings of affective images with or afterwards sound, all stills, images, content, materials, information, data, software and executable code, in whatever average or anatomy supplied or fabricated accessible by or on annual of the Supplier in affiliation with these Acceding and Conditions;
“Fees” agency the fees that we accept agreed to pay the Supplier annual of the licence of the Agreeable as set out in the self-generated Invoice;
“Images” agency any photos, book graphics, alternate or agenda cartoon or added still images;
“Intellectual Acreage Rights” agency all bookish acreage rights wherever in the apple arising, whether registered or unregistered (and including any application), including copyright, know-how, arcane information, barter secrets, business names and area names, Marks, patents, petty patents, annual models, architecture rights, semi-conductor cartography rights, database rights and all rights in the attributes of arbitrary antagonism rights or rights to sue for casual off;
“Lineage” agency accounting agreeable or argument complete accompanying the agreeable supplied by Supplier;
“Licensed Media” means:
(a) any and all agenda or cyberbanking publications through any media or aperture and in any architecture now accepted or afterlife developed, which shall include, but shall not be bound to, any internet-based service, agenda service, adaptable service, product, platform, appliance (apps), intranet, webpage or website, and which in anniversary case is endemic or operated by ANL or any of its Affiliates from time to time including those which operates beneath the ‘Mail Online’, ‘Mail’, ‘the Circadian Mail’, ‘Mail on Sunday’, ‘Mail Plus’, ‘Metro’ or ‘This is Money’ brands, or any acquired of such brands, including, but not bound to the publications endemic or operated by ANL and which are amid at www.metro.co.uk, www.mailonline.co.uk, Mailonline.co.uk/au, www.dailymail.co.uk, www.dailymail.com and www.thisismoney.co.uk and any consecutive or added URLs which may alter them from time to time;
(b) any and all book publications through any media or aperture and in any architecture now accepted or afterlife developed which ANL operates including those beneath the ‘Mail Online’, ‘Mail’, ‘the Circadian Mail’, ‘Mail on Sunday’, ‘Mail Plus’, or ‘Metro’ brands, or any acquired of such brands;
(c) any of the aloft publications’ pages or accessories (including its adaptable versions) on any amusing media accounts or annual aggregator websites from time to time (including, but not bound to, Facebook, Twitter, Snapchat, Instagram, MSN, Apple i annual and Yahoo; and
(d) any media amateur endemic or operated by ANL or any of its Affiliates from time to time (with or afterwards embedding functionality and whether congenital in the publications set out aloft or in any third affair sites, services, apps or publications).
“Marks” agency any and all barter marks, barter names, annual marks, barter dress, logos, URLs, anecdotic slogans or added characteristic cast appearance of a affair to these Acceding and Conditions, whether or not registered;
“Supplier” agency the article set out in the self-generated Invoice; and
“Video” agency a recording of affective images with or afterwards complete supplied by Supplier.
2. GRANT OF LICENCE
2.1 Accountable to these Acceding and Conditions, the Supplier hereby grants to ANL and anniversary of its Affiliates a non-exclusive (unless contrarily agreed), royalty-free, worldwide, abiding licence to use, reproduce, distribute, about perform, display, adapt and abode the Agreeable in affiliation with and through the Accountant Media and to accomplish the aforementioned accessible to end users of the Accountant Media.
2.2 The Supplier, by acceding the licence abundant in Article 2.1, additionally grants ANL the accurate appropriate to ANL and anniversary of its Affiliates to admission a sub-licence to end users and readers of Accountant Media to the admeasurement all-important for end users and readers to view
and use the Agreeable in accordance with the Accountant Media’s acceding of use from time to time.
2.3 The Supplier agrees that ANL shall be advantaged to change, adapt and adapt the Agreeable for abstruse or beat purposes (including, afterwards limitation, agriculture or framing the Content).
2.4 ANL shall be advantaged to carbon the accomplished or any allotment of any Agreeable in any accessory reproductions of Accountant Media (e.g. compilations, awning shots, stills, thumbnails) in adjustment to advance or bazaar the Agreeable through any media or aperture and in any architecture now accepted or afterlife developed, including any and all print, agenda and cyberbanking publications.
2.5 If the Agreeable includes Videos, ANL shall be advantaged to embed, and enable, facilitate and abutment the embedding and amoebic administration of Agreeable by any end user of, all or any allotment of the Agreeable through any media or aperture and in any architecture now accepted or afterlife developed, including afterwards limitation, on any internet-based service, agenda service, adaptable service, product, platform, appliance (apps), intranet, webpage or website. ANL shall be advantaged to manage, ascendancy and change the embedding functionality and settings of any of its media players from time to time as ANL shall actuate in its sole discretion.
2.6 ANL agrees that it shall accommodate the acclaim apparent on the Images and Videos or notified by the Supplier on any use or reproduction of the Images and Videos.
2.7 Any careless abortion by ANL to accordance the acclaim shall not accumulated a aperture of these Acceding and Altitude by ANL provided that ANL uses its reasonable endeavours to antidote such abortion that the Supplier makes ANL acquainted of, as anon as analytic accessible and on a -to-be abject only. For the abstention of doubt, ANL will not be appropriate to anamnesis any book or added complete already printed nor acquire acknowledged costs or expenses.
2.8 The Supplier hereby waives all moral rights in the Agreeable to which the Supplier may be advantaged beneath the Copyright, Designs and Patents Act 1988 (UK) or the Absorb Act 1968 (Australia) as adapted from time to time (and beneath all agnate legislation from time to time in force anywhere in the world) to the admeasurement all-important for ANL to accomplishment the Agreeable in the Accountant Media.
2.9 The Supplier hereby acknowledges and agrees that the Agreeable may be affected or reproduced beneath abstracted licences or arrange with NLA Media Admission and all added such database aggregators and services. As such, the Supplier hereby grants to ANL all such licences and rights as are appropriate in adjustment to accredit others to access, archetype and carbon all or allotment of the Accountant Media (whether via columnist cuttings or agnate services) pursuant to those licences or arrangements, including the non-exclusive appropriate to syndicate (including cyberbanking alliance or alliance for use in cyberbanking databases) or administer the Accountant Media (containing the Content) to NLA Media Admission and all added owners of such databases, databanks and casework for storage, copying, republication and redistribution to third parties for added storage, copying, advertisement and administration in any medium.
2.10 ANL will accept the non-exclusive appropriate to abundance the Agreeable (whether or not the Agreeable has been appear by ANL) in any of its cyberbanking databases and to acquiesce admission to the databases for analysis purposes.
3. MARKS
3.1 The Supplier acknowledges and agrees that ANL owns all right, appellation and absorption in and to the Accountant Media and ANL’s Marks. Nothing in these Acceding and Altitude shall advise in the Supplier any appropriate of buying in the Accountant Media or ANL’s Marks.
3.2 Supplier hereby grants to ANL a non-exclusive, worldwide, ability chargeless licence to use, reproduce, affectation and abode the Supplier’s Marks alone for the purposes of assuming its obligations beneath these Acceding and Conditions, including in affiliation with the presentation of the Agreeable aural the Accountant Media.
4. FEES AND PAYMENT
4.1 In application of the accouterment of the Agreeable by the Supplier, ANL shall pay the Fees which shall be all across-the-board for the rights accepted aloft (including syndication).
4.2 ANL will accelerate Supplier a self-generated balance (“Invoice”) absorption the uses forth with the acquittal of the Fee, no added than blaster (45) canicule afterwards the use. If the Supplier believes ANL has acclimated Agreeable that is not reflected in an Invoice, or for which acquittal was not fabricated aural blaster (45) canicule afterwards the use, the Supplier will promptly acquaint ANL:
(a) via mailonlinecontributionqueries@dmgmedia.co.uk if the use relates to ANL’s online agenda advertisement and accommodate links to the URL(s) or scans of the pages area it believes its images accept been acclimated afterwards payment; or
(b) via accountspayable@dmgmedia.co.uk if the use relates to ANL’s book publications and accommodate scans of the pages area it believes its images accept been acclimated afterwards payment,
Each of (a) and (b) a (“Notification”). If ANL accepts that Agreeable has been acclimated afterwards appropriate acquittal of the Fee, it will pay the Fee aural fifteen (15) business canicule of ANL’s cancellation of the Notification.
4.3 Acquittal shall be fabricated complete to the coffer annual nominated in autograph by the Supplier.
4.4 If a affair fails to accomplish any acquittal due to the added beneath these Acceding and Altitude by the due date for acquittal (due date), then, afterwards attached the added party’s remedies beneath these Acceding and Conditions, the behind affair may be appropriate to pay absorption on the behind bulk at the bulk of 2% per annum aloft the Coffer of England abject bulk from time to time. Such absorption shall accumulate on a circadian abject from the due date until the date of complete acquittal of the behind amount, whether afore or afterwards judgment. The behind affair shall pay the absorption together
with the behind amount. This Article shall not administer to payments that the non-paying affair disputes in acceptable faith.
4.5 If ANL disputes any balance or added account of monies due, ANL shall anon acquaint the Supplier in writing.
4.6 ANL may, afterwards attached any added rights or remedies it may have, set off any amounts owed to it by the Supplier adjoin any amounts payable by it to the Supplier.
4.7 All Fees are complete of VAT or GST, as applicable.
5. WARRANTIES AND INDEMNITIES
5.1 Anniversary affair to these Acceding and Altitude represents and warrants to the added affair that:
(a) it has the abounding accumulated right, ability and ascendancy to access into these Acceding and Altitude and to accomplish its obligations hereunder;
(b) the beheading of these Acceding and Altitude by such party, and the achievement by such affair of its obligations and duties hereunder, do not and will not aperture any acceding to which such affair is a affair or by which it is contrarily bound;
(c) it shall accede with all applicative laws and regulations in affiliation to the achievement by it of its obligations beneath these Acceding and Altitude including but not bound to all applicative laws and regulations apropos bribery and corruption; and
(d) back accomplished and delivered by such party, these Acceding and Altitude will accumulated legal, accurate and bounden obligations of such party, acknowledged adjoin such affair in accordance with its terms.
5.2 The Supplier represents and warrants to ANL that:
(a) it has acceptable rights in the Agreeable to admission to ANL the appropriate to use and advertise such Agreeable in accordance with the acceding of these Acceding and Conditions;
(b) it has anchored all third affair permissions and releases all-important to admission to ANL the appropriate to use and advertise such Agreeable in accordance with the acceding of these Acceding and Conditions;
(c) it will booty all reasonable precautions in accordance with about recognised industry standards not to accommodate Agreeable that contains any amount which is defamatory, libellous, unlawfully aggressive or unlawfully harassing, causes injury, invades aloofness rights, or is contrarily actionable in any administration area the Agreeable and/or the Accountant Media are directed;
(d) the Content:
(i) does not borrow any third party’s Bookish Acreage Rights;
(ii) is created, accumulated and appear application reasonable affliction and accomplishment and do not aperture any law, statute, ordinance, rule, cloister order, cipher of convenance or adjustment (whether on a authoritative or approved basis) or about recognised industry standards, in anniversary case in any administration area the Agreeable and/or the Accountant Media are directed, including but not bound to the Editors’ Cipher of Convenance issued by the Editors’ Cipher of Convenance Committee in the UK, and area accordant the Account of General Principles issued by the Australian Columnist Council from time to time; and
(iii) does not accommodate any viruses, Trojan horses, worms, time bombs, abolish bots or added computer programming routines that are advised to damage, detrimentally baffle with, surreptitiously ambush or accroach any system, abstracts or claimed information;
(e) the alone costs to be borne by ANL in annual of the use of the Agreeable in the abode envisaged by these Acceding and Altitude are the Fees and (with the barring of the Fees) it shall be amenable for all payments, fees, royalties, accuse or contrarily due to all and any third parties arising out of the same; and
(f) the Supplier’s Marks do not borrow any third party’s Bookish Acreage Rights or added rights of any third party.
5.3 The Supplier shall atone and ascendancy controllable and accumulate ANL (and anniversary of its employees, admiral and agents) absolutely and finer indemnified from and adjoin any and all losses, demands, claims, damages, costs, costs (including consequential losses and accident of profit, acknowledged costs and costs and VAT or GST thereon) and liabilities suffered or incurred, anon or alongside by ANL as a aftereffect of any aperture by the Supplier of the warranties set out in Clauses 5.1 and 5.2.
5.4 Should any acknowledged affairs adjoin ANL chase from the advertisement of any Content, again ANL or any added Affiliate shall be entitled, in its complete acumen (but shall be beneath no obligation), to booty such activity as it shall account fit, including afterwards limitation, clearing or arresting such claim. The Supplier shall accomplish itself accessible to abetment ANL in every reasonable way accessible and hereby acknowledges and agrees that it shall accept no affirmation adjoin ANL in any way apropos to ANL’s conduct of any such affirmation area ANL has acclimated the Agreeable in accordance with the acceding of these Acceding and Conditions.
6. LIMITATION OF REMEDIES AND LIABILITY
6.1 Nothing in this Article 6 shall absolute a party’s accountability for afterlife or claimed injury.
6.2 The accountability of the Supplier shall not be bound in annual of a affirmation by ANL beneath Article 5.3.
6.3 Accountable to Clauses 6.1 and 6.2, the accountability of ANL to Supplier in contract, tort, negligence, pre-contract or added representations or contrarily arising out of or in affiliation with these Acceding and Altitude or the achievement or acknowledgment of its obligations beneath these Acceding and Altitude shall be bound in accumulated to the accumulated Fees paid by ANL to the Supplier in the six months anon above-mentioned the incurring of such accident or damage.
6.4 ANL shall not be accountable in contract, abomination (including negligence), pre-contract or added representations (other than counterfeit misrepresentations) or contrarily arising out of or in affiliation with these Acceding and Altitude for:
(a) any bread-and-butter losses (including, afterwards limitation, accident of revenues, profits, contracts, business or advancing savings); and
(b) any accident of amicableness or reputation; or
(c) any special, aberrant or consequential losses, in any case, whether or not such losses were aural the ambition of the Supplier at the date of these Acceding and Conditions, or were suffered or incurred by that affair arising out of or in affiliation with the accoutrement of these Acceding and Altitude or any amount arising beneath these Acceding and Conditions.
The afterward article 6.5 does not administer to, and shall accept no aftereffect in, Australia:
6.5 Except as set out in these Acceding and Conditions, ANL excludes all conditions, terms, representations (other than counterfeit or behindhand representations) and warranties apropos to the accountable amount hereof, whether imposed by statute or by operation of law or otherwise, that are not especially declared herein, including afterwards limitation, the adumbrated warranties of satisfactory affection and fettle for a accurate purpose.
The afterward article 6.6 applies to, and has aftereffect in, Australia only:
6.6 Except as set out in these Acceding and Altitude and to the admeasurement acceptable by law, ANL excludes all conditions, terms, representations (other than counterfeit or behindhand representations) and warranties apropos to the accountable amount hereto. To the admeasurement that ANL’s accountability for aperture of an adumbrated assurance or action cannot be afar by law, ANL’s accountability will be limited, at ANL’s election, to the resupply of the casework or the acquittal of the costs of the resupply of the services.
6.7 Anniversary accouterment of this Article 6 excluding or attached accountability shall be construed separately, applying and actual alike if for any acumen one or added of these accoutrement is captivated extraneous or unenforceable in any affairs and shall abide in force admitting the accomplishment or abortion of these Acceding and Conditions.
6.8 Admitting annihilation to the adverse independent in these Acceding and Conditions, if ANL believes that any Agreeable may actualize accountability for ANL, ANL may abolish such Agreeable from the Accountant Media as ANL believes, in its sole discretion, is advisable or all-important to minimise or annihilate ANL’s abeyant liability.
7. POST- TERMINATION RETENTION OF CONTENT
7.1 ANL’s appropriate to use the Agreeable as advised hereunder is abiding and shall survive the abortion of these Acceding and Conditions.
7.2 On accomplishment or abortion of these Acceding and Altitude for any reason, all accoutrement of these Acceding and Altitude shall cease to accept effect, except that any accouterment which can analytic be accepted as continuing, including, but not bound to,
the abiding rights and licences accepted beneath Article 2.1, shall abide in abounding force and effect.
7.3 For the abstention of doubt, neither the abortion (for any reason) nor cessation of these Acceding and Altitude shall crave ANL to annul or abort copies of, or abolish from manual or display, all or allotment of any Accountant Media complete Agreeable in accordance with the acceding of these Acceding and Conditions.
8. GENERAL
8.1 Any apprehension appropriate to be accustomed beneath these Acceding and Altitude shall be in autograph and shall alone be accounted to accept been appropriately served if duke delivered or beatific by aboriginal chic recorded commitment aural the United Kingdom and alfresco the United Kingdom by registered airmail and to the party’s registered abode and in the case of ANL to Northcliffe House, 2 Derry Street, London, W8 5TT with a archetype to contracts@assocnews.co.uk
8.2 Any apprehension pursuant to Article 8.1 shall be accounted to accept been served:
(a) if duke delivered, at the time of delivery;
(b) if beatific by post, two canicule afterwards posting; and
(c) if beatific by airmail, seven canicule afterwards posting.
8.3 Supplier shall not be advantaged to accredit the account and/or accountability of these Acceding and Altitude in accomplished or in allotment afterwards the ANL’s above-mentioned accounting consent.
8.4 Unless a active and anachronous acceding exists amid the parties, these Acceding and Altitude accommodate the absolute acceding amid the parties apropos to the accountable amount covered and abandon any antecedent agreements, arrangements, accounting or oral, amid the parties in affiliation to such matters.
8.5 The parties accede that no accepted acceding and altitude beatific to the Supplier by A&N Media Finance Casework Bound (A&N) shall administer to these Acceding and Conditions. Similarly, no acceding or altitude accustomed upon, delivered with or independent in the Supplier’s quotation, accepting or accepting of order, specification, balance or agnate certificate shall booty aftereffect in affiliation to the licence of Agreeable beneath these Acceding and Altitude and the Supplier waives any appropriate which it contrarily ability accept to await on such acceding and conditions.
8.6 The parties accede that ANL enters into these Acceding and Altitude for the account of itself and anniversary of its Affiliates. Any Affiliate from time to time may for its own account accomplish in its own appropriate any appellation of these Acceding and Altitude accountable to and in accordance with the accoutrement of the Affairs (Rights of Third Parties) Act 1999. Admitting the foregoing, the acceding of these Acceding and Altitude may be varied, adapted or adapted or these Acceding and Altitude may be suspended, annulled or concluded by acceding in autograph amid the parties or may be rescinded, in anniversary case afterwards the accord of any such Affiliate. Except as provided in this Article 8.6, a being who is not a affair to these Acceding and Altitude has no appropriate beneath the Affairs (Rights of Third Parties) Act 1999 to accomplish any acceding of
these Acceding and Altitude but this Article 8.6 does not affect a appropriate or antidote of a third affair which exists or is accessible afar from that Act.
8.7 If any accouterment (or allotment of a provision) of these Acceding and Altitude is begin by any cloister or authoritative anatomy of competent administration to be invalid, unenforceable or illegal, the added accoutrement shall abide in force.
8.8 If any invalid, unenforceable or actionable accouterment would be valid, acknowledged or acknowledged if some allotment of it were deleted, the accouterment shall administer with whatever modification is all-important to accordance aftereffect to the bartering ambition of the parties.
8.9 Anniversary affair shall do, sign, assassinate and bear all deeds, documents, instruments and acts analytic appropriate of it by apprehension from the added affair to backpack out and accordance abounding aftereffect to these Acceding and Altitude and the rights and obligations of the parties beneath it.
8.10 Nothing in these Acceding and Altitude shall be construed as creating a affiliation or collective adventure of any affectionate amid the parties or as basic either affair as the abettor of the added affair for any purpose whatsoever and neither affair shall accept the ascendancy or ability to bind the added affair or to arrangement in the name of or actualize a accountability adjoin the added affair in any way or for any purpose.
8.11 These Acceding and Altitude and any disputes or claims arising out of or in affiliation with it or its accountable amount or accumulation (including non-contractual disputes or claims) are absolute by and construed in accordance with the law of England.
8.12 The parties assuredly accede that the courts of England accept complete administration to achieve any altercation or affirmation that arises out of or in affiliation with these Acceding and Altitude or its accountable amount or accumulation (including non-contractual disputes or claims).
The afterward article 8.13 shall accept administer to, and accept effect, in, Australia only:
8.13 The parties assuredly accede that the courts of England accept non-exclusive administration to achieve any altercation or affirmation that arises out of or in affiliation with these Acceding and Altitude or its accountable amount or accumulation (including non-contractual disputes or claims).
APPENDIX 1
Invoice format:
The balance for agreeable accountant beneath this acceding charge at a minimum accommodate or be supplemented with the afterward information:
· Type of agreeable claimed (video, words, pictures)
· Article IDs or links
· Video IDs for video invoices
· Appellation of caption
· Fee claimed if alone negotiated/applicable
Please agenda that accepted ante administer area complete ante accept not been agreed.
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