1. Definitions
1.1 In these Terms and Conditions: (a) “IP Rights” means copyright, database rights and any and all other intellectual property rights used or embodied in any PA Material, including the manner in which it is delivered and appears on delivery together with any translation(s) of it by you; (b) Licensee” means any third party licensed by us to grant licences in respect )f the PA Material; (c) “the PA”, “we” or “us” means PA News Limited of 292 Vauxhall Bridge Road, London SW1V IAE; (d) “PA Group” means The Press Association Limited (or any holding company of it) and each subsidiary (both holding company” and “subsidiary” as defined in the Companies Act 1985 as amended by the Companies Act 1989) from time to time of The Press Association Limited (or any holding company of it); (e) “PA Material” means my PA features, interviews, photographs and other material provided to you by us or one of our Licensees; (f) “Reproduction” means any form of copying, distribution, publication or communication to the public of the whole or part of my PA Material in either hard copy or electronic form, and “Reproduce” shall be construed accordingly; and (g) “Reproduction Fee” and “Reproduction rights” have the meanings given to them in clause 2.
1.2 In these Terms and Conditions: (a) the headings are for reference purposes only; (b) references to clause numbers are to those in these Terms and Conditions; and (c) unless it says otherwise, references to “including” are by way of example and shall not limit the general applicability of any preceding words.
2. Reproduction Rights
(You may not reproduce any PA Material without the express prior consent in writing of us or one of our Licensees. The delivery to you of PA Material toes not imply consent to Reproduce such PA Material. We or our licensees may, but are not obliged to, grant you in writing the right to reproduce any PA Material in specified publications (“Reproduction Rights”). any Reproduction Rights granted to you are subject to these Terms and conditions (unless we expressly agree otherwise in writing or by e-mail) and my other terms we or our Licensees decide including as to price (the Reproduction Fee”).
3. General restrictions on Reproduction Rights
3.1 Reproduction Rights granted to you are limited to the precise use, period of time (if specified) and territory (if specified) set out in the grant of such Reproduction Rights. Each such Reproduction Right permits reproduction in a single publication in one size with all text in one language only.
3.2 You may only Reproduce PA Material in an editorial context and without any edit, adaptation or change except as necessary to fit the format of any permitted publication.
3.3 You may only Reproduce any pictorial PA Material, if it is provided for use with a particular feature, accompanying that feature.
3.4 Any Reproduction Rights granted will not be exclusive to you unless we expressly agree otherwise in writing or by e-mail.
3.5 You may store PA Material in the same form and context, and to the extent, that it has been Reproduced in accordance with the Reproduction rights granted to you. Other than that, you will delete any PA Material (and any copies of such PA Material) in your possession or control within 3 calendar months after you receive it.
3.6 Any attribution to another agency, broadcaster or publisher in any PA material will be included by you when you Reproduce that PA Material. All other PA Material will be attributed to the relevant member of the PA Group by you when you Reproduce it with an appropriate copyright notice.
4. Intellectual Property Rights
4.1 You acknowledge that the IP Rights are our property or the property of our licensors. We (or our licensors) will, at our (or their) option, have the conduct of all proceedings relating to the lP Rights. You agree to give us your full co-operation in protecting the IP Rights including taking any reasonable action in respect of such rights, and we will pay your reasonable expenses in doing so. We may terminate any Reproduction Rights granted to you if you challenge the ownership of any of the lP Rights.
4.2 You may need to obtain licences or other agreements from third party owners of certain PA Material or other relevant third party licensors. If we tell you that you must obtain such licences or other agreements, you must obtain them and pay any applicable licence fees before you use the relevant PA material.
4.3 All PA Material is provided to you subject to any restrictions or prohibitions which may be imposed from time to time either on us or on you directly by any third party owners of the IP Rights or any other relevant third party licensors.
5. Liability
5.1 We will take all reasonable steps to ensure the accuracy and timely provision of the PA Material (in its original form) but neither we nor our licensors warrant the results to be obtained from any PA Material, that any PA Material will be suitable for any specific purpose or that its provision will be free from error or uninterrupted.
5.2 We accept no liability arising directly or indirectly from the supply or non-supply of any PA Material or otherwise in relation to the PA Material (including any negligent misrepresentation) except, subject to clause 5.3, for your direct loss to the extent arising from our negligence or wilful default.
5.3 We will not be liable in any circumstances under these Terms and Conditions or otherwise in connection with the PA Material: (a) for any loss of profits, anticipated savings, production, contracts, goodwill or business opportunities, (b) for economic loss not as a result of damage to tangible property, (c) for any loss in connection with third party claims, (d) for any indirect, special or consequential loss (without prejudice to clauses 5.3(a) to (c)), or (e) if you translate any PA Material, for or in connection with your translation of that PA Material.
5.4 If any exclusion or limitation of liability contained in these Terms and Conditions (apart from this clause 5.4) shall be held by a court of competent jurisdiction to be invalid for any reason, you agree that our liability will be limited to the amount of the aggregate Reproduction Fee paid or payable by you.
5.5 Nothing in these Terms and Conditions shall limit our liability: (a) for fraud, (b) for death or personal injury caused by our negligence, or (c) in relation to any other liability which cannot be excluded or limited by law.
5.5 You will indemnify us against all losses, costs and expenses (including any legal and other professional expenses) suffered by any PA Group company arising directly or indirectly from: (a) any unauthorised Reproduction by you (or any person authorised or permitted by you); (b) your breach of the Terms and Conditions or of any duty arising in contract or tort, by statute or otherwise; or (c) your translation of any PA Material.
6. Termination
6.1 We may terminate any Reproduction Rights granted to you immediately by notice if: (a) you commit a material breach of these Terms and Conditions and, if such breach is remediable, it is not remedied within 7 days of your receipt of notice requiring remedy; (b) you cease or threaten to cease to carry on business; or (c) you become insolvent or bankrupt or suffer any insolvency or bankruptcy related event in any applicable jurisdiction.
6.2 Unless we expressly agree otherwise in writing or by e-mail, on termination of these Terms and Conditions, you must not exercise any Reproduction Rights granted to you which you have not already exercised. Other than that, termination of these Terms and Conditions shall not affect your or our accrued rights or liabilities.
7. General
7.1 In relation to your storage and use of PA Material, you will comply with, and take any action required by us to ensure that you comply with, all applicable data protection legislation (including, for the avoidance of doubt, the Data Protection Act 1998) including taking any technical and organisational procedures and measures necessary to ensure the security of any personal data.
7.2 To the extent of any conflict between these Terms and Conditions and any Reproduction Rights granted, these Terms and Conditions shall prevail unless we expressly agree otherwise in writing or by e-mail.
7.3 Neither you nor we will be liable under or in connection with these Terms and Conditions for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond your or our reasonable control.
7.4 Any notice given under these Terms and Conditions must be in writing and delivered by hand or sent by FedEx or other similar international delivery service (or, if within England, by first class or recorded postal delivery) or by fax (provided that a hard copy is delivered/sent as set out above within 24 hours). All notices shall be delivered/sent to such address as the relevant party has notified to the other party from time to time.
7.5 We may assign or transfer all or any of our rights and/or obligations under these Terms and Conditions to any PA Group company. You may not assign or sub-license the Reproduction Rights or any obligations relating to the Reproduction Rights in whole or in part without our prior written consent.
7.6 The failure or delay by either party to enforce any of its rights under these Terms and Conditions shall not be a waiver of such rights or any other rights.
7.7 If any provision of these Terms or Conditions is held to be void or unenforceable in whole or in part, this shall not affect the validity or enforceability of any other provision or the Terms and Conditions as a whole, and the parties will renegotiate the provision in good faith to achieve the same objects.
7.8 Without prejudice to our right to apply to any court for emergency or injunctive relief, the Reproduction Rights and these Terms and Conditions shall be governed by and construed in accordance with English law and you submit to the jurisdiction of the English court.
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