Content License and Terms of Use
THIS LICENSE AND ASSOCIATED TERMS AND CONDITIONS SHALL APPLY IN PLACE OF AND TO THE EXCLUSION OF ANY TERMS AND CONDITIONS CONTAINED OR REFERRED TO IN ANY ORDER OR CORRESPONDENCE FROM YOU OR ELSEWHERE OR IMPLIED BY TRADE PRACTICE OR COURSE OF DEALING, WHETHER WRITTEN OR ORAL. WHEN YOU RECEIVE CONTENT FROM US AT YOUR REQUEST, OR BY YOUR ACTION OF DOWNLOADING SUCH CONTENT, AND/OR YOU REQUEST A LICENSE TO REPRODUCE CONTENT, YOU WILL IMMEDIATELY BE DEEMED TO HAVE ACCEPTED, AND WILL BE BOUND BY, THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS MAY BE UPDATED FROM TIME TO TIME.
1. Introduction
1.1 By paying the License Fee you (the “Licensee”) have agreed to these terms and conditions and Future Publishing Limited (“Future”) grants you a limited, non-exclusive, royalty-free and non-transferable License to use and publish the Content for the Permitted Purpose. Any additional use of the Content must be cleared in advance with Future and any additional License Fee paid. Re-licensing of the Content is strictly prohibited.
1.2 These terms and conditions apply (a) to any transmission, transfer or delivery to you, by whatever means (including by means of download from a website), of any Content (a "Supply"), (b) to the subsequent use of such Content by you in deciding whether you wish to Reproduce any such Content and (c) to any order by you in respect of any Content, to any License that we may grant you, in our absolute discretion, following any such order and to any use of any Content under any such License.
1.3 In these terms and conditions: -
a) “Content” means any material whatsoever and in whatever form which is capable of being offered and used for Reproduction, including, but not limited to, stories in the form of text or page images, photographic prints or transparencies or digital files or any other text, pictorial or graphic item and extracts from any of the foregoing;
b) "Credit" means "© Copyright owner", where the "Copyright owner" is noted on the Content’s data panel. For example, if the Content data panel notes “Copyright owner: Future Publishing Limited”, then the “Credit” would be “"© Future Publishing Limited";
c) “Group” in relation to either party, any subsidiary or any holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party;
d) “Intellectual Property Rights” means copyrights, patents, trademarks, service marks or business names, registered designs, design rights, utility models, titles, logos, topography rights, trade secrets and know-how and any other intellectual or industrial property rights of any nature whatsoever, in each case whether registered or unregistered and including all applications 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.
e) "License" means a license to Reproduce Content under these terms and conditions granted pursuant to Clause 1.1;
f) “License Fee” means the amount payable by the Licensee to Future in consideration for the License;
g) “Permitted Purpose” means any restrictions and/or requirements relating to Reproduction including matters regarding the size, manner of use, period of use, territory, accreditation or any other matter imposed by us in response to an order by you;
h) "Reproduction" means any form of electronic or mechanical publication, or copying, of any part of any Content (whether or not altered) whether by printing, broadcasting, transcription, photography, slide projection, photocopying, artists reference, artists illustration, layout or presentation, storage or by any other means, and "to Reproduce" shall be construed accordingly.
2. Supply and Storage of Content
2.1 We and our licensors retain ownership of all Intellectual Property Rights in the Content and in any derivative work. You do not at any stage acquire any Intellectual Property Rights in any Content or any other right, title or interest in any Content, except any granted specifically to you by a License.
2.2 Notwithstanding Clause 2.1, should any right, title or interest in or to such Intellectual Property Rights and/or goodwill in the Content become vested in you (by the operation of law or otherwise), you shall assign to us free of charge any such right, title, interest in or to such Intellectual Property Rights and/or goodwill and, at our expense, execute any documents and perform all acts reasonably required by us for the purpose of confirming such assignment. Pending such assignment, you shall hold such right, title, interest in or to such Intellectual Property Rights and/or goodwill which has become vested in it on trust for us.
2.3 Possession by you of any Content does not constitute consent by us for you to Reproduce any of it and you may not Reproduce any Content unless and until a License is granted to you.
2.4 All Content will be deemed to have been delivered to you (by whatever means used for this purpose) complete and in good condition, unless you notify us to the contrary within 24 hours after receipt.
2.5 If Content is delivered to you by ftp or http download requiring you to be issued by us with a username(s) and password(s), you agree and undertake to be solely responsible for the security and proper use of such username(s) and password(s) and you further agree and undertake to take all reasonable steps to ensure that any such username(s) and password(s) is/are kept confidential, secure, used properly and not disclosed to or used by any third party without our prior written consent. In particular, you agree that each username and password is for the exclusive use of a named individual who is duly authorised by you for such purpose and no username or password supplied by us to you will be used by any other individual to access our ftp or http download site and you will, if additional usernames and passwords are required for operational reasons, make a written request to us for their provision. Usernames and passwords supplied pursuant to this Clause 2.5 may only be used in connection with the performance of any agreement between us which is governed by these terms and conditions, and in particular you will not store any Content in your systems.
3. Order and Possible License
3.1 If we grant you a License in respect of any Content, such License will be, for the avoidance of doubt, subject to these terms and conditions and will grant, unless otherwise specified, non-exclusive rights for a specified single use, over a specified period of time (if applicable), in a specified territory or territories. The License will be personal to you and not assignable or capable of sub-license (unless otherwise agreed). The License will not confer on you any right to Reproduce the Content in question again or re-use it or to have a further or new License granted to you by us.
3.2 All our fees and charges are net of any applicable duties, taxes or imposts (including, but not limited to, any export or import duties and value added tax), all of which shall be payable by you, and shall be paid in full without any set-off, deduction or withholding whatsoever.
4. Permission to Reproduce
You agree and acknowledge that any Reproduction of Content by you before we grant the License to you, and/or if you fail to pay our invoice in full in accordance with its terms, and/or if you do not Reproduce Content strictly in accordance with this terms and conditions, is an infringement of our Intellectual Property Rights and a breach of contract which entitles us, amongst other things, to claim damages from you and terminate our contractual arrangements with you.
5. Your Responsibilities
5.1 You warrant and undertake to us that:-
a) you will duly assess the need to obtain (and, where necessary, obtain) any additional releases, licenses, authorisations, permits or consents for your intended use of Content and shall pay any applicable fees and royalties to any third parties and relevant collecting societies in accordance with their rules;
b) unless otherwise directed by us, you will ensure that all Reproduced Content is credited, in a prominent position, as is required or indicated thereon, or, in the absence of any such requirement or indication, with the Credit and, if you fail to do this, you will pay us immediately an additional 100% of the License Fee;
c) you will not Reproduce any hyperlinks or QR codes contained in the Content that direct users to third party websites;
d) unless expressly permitted by these terms you will not in any way alter, modify, delete from, add to or adapt the Content, create digital files from it (unless specifically authorised by us), or treat the Content in any manner which is, or may be, damaging to our interests or use the Content in any way that may be deemed defamatory or obscene, or for any party political purposes whatsoever;
e) you shall not infringe any moral rights that subsist in the Content;
f) you shall not use the Content or allow the Content to be used in any artificial intelligence (“AI”) system or model including but not limited to for the purposes of summarising or creating derivative works from the Content or training any AI model;
g) you shall not do, or omit to do, or permit to be done, any act that will or may, in our reasonable opinion, damage our reputation;
h) any publication right (as defined in the Copyright and Related Rights Regulations 1996) arising from your use of any Content will vest in us and you will do all that is necessary, and procure that any third parties in whom any such rights may vest do all that is necessary, to vest all such rights in us on our request;
i) where you have been authorised by us to create or store digital files from any of the Content, each such file will be recorded and labelled with our reference number and our copyright credit information as an integral part of the file and held on an electronic database owned or leased by you and under your sole control;
j) any digital content, and any copies or records of such content, held by you on a database, and any hard copy Content held by you, will be subject at all times to these terms and conditions and will be destroyed (or returned to us, at your expense, as the case may be) by you upon request by us;
k) you will store hard-copy Content only in an archive or other storage medium, access to which is private and restricted to those of your employees who require it for purposes permitted under these terms and conditions, and you will promptly, and in any event within 24 hours of receiving any such request, comply with any request by us for return or destruction of any Content, or its removal from any archive or other storage medium;
l) you will indemnify and keep us fully and effectively indemnified against all costs, claims, damages, expenses, losses and liabilities of whatsoever nature arising out of or in connection with your use and Reproduction of the Content and any breach of these terms and conditions by you and, if any third party Reproduces any Content which is the subject of a loan or License to you as a result of an act or omission by you, you will, without prejudice, pay us all the fees which that third party would be liable to pay to us had it borrowed and Reproduced such Content under these terms and conditions;
m) you will keep the fees and charges for which you are liable under these terms and conditions, and any terms and conditions relating to your use and storage of Content which are specific to you (including, but not limited to, details of any discount arrangements with us) confidential at all times and will not disclose any such information to any third party (save to your auditors or other professional advisers) without our prior written consent; and
n) any License to you does not constitute or imply any endorsement or sponsorship of any product, service, campaign or organisation.
5.2 If you become aware of any misuse of the Content or any breach in connection with these terms and conditions that could compromise the integrity of the Content or otherwise adversely affect us or our Group, you shall, at your expense, promptly notify us and fully cooperate with us to remedy the issue as soon as reasonably practicable. We may suspend your rights under these terms and conditions until the misuse or breach is remedied.
5.3 In the instance that we become aware of any change in intellectual property rights of the Content which would constitute its use as an infringement of our Intellectual Property Rights we will inform you as soon as reasonably practicable and on request you will remove the content from your platforms and/or publications with immediate effect and in any event within 24 hours. In this instance the License Fee will not be reimbursed.
6. Warranty
6.1 We warrant to you that we have the right to grant permission to Reproduce in a License. We do not warrant the accuracy of any description of Content given to you or the identification of the subjects or persons appearing in it, nor do we make any claim or warranty in respect of your use of content, text, names, people, trademarks or other Intellectual Property Rights or proprietary rights, including moral rights, or as to the existence or non-existence or validity of model or other releases in respect of any Content or as to whether there are, or are not, any other statutory or contractual restrictions in respect of any Content or its use or Reproduction. We further do not warrant the accuracy of any content contained on third party websites accessed via QR codes or hyperlinks contained in the Content, or that any QR codes or hyperlinks will work, nor that such third party content will not be objectionable, defamatory or infringe on any third party intellectual property rights.
6.2 THIS LICENSE AND ASSOCIATED TERMS AND CONDITIONS SET OUT THE FULL EXTENT OF OUR OBLIGATIONS AND LIABILITIES IN RESPECT OF SUPPLY OF CONTENT AND LICENSING RIGHTS THERETO. IN PARTICULAR, THERE ARE NO TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND WHATSOEVER EXCEPT AS SPECIFICALLY STATED IN THESE TERMS AND CONDITIONS. ANY CONDITION OR OTHER TERM IN RESPECT OF THE CONTENT WHICH MIGHT OTHERWISE BE IMPLIED INTO OR INCORPORATED INTO A CONTRACT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, IS HEREBY EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE AT LAW, EXCEPT IN RESPECT OF INJURY TO OR DEATH OF ANY PERSON. WE ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF ANTICIPATED SAVINGS, DATA, GOODWILL AND REVENUE OR OTHER INDIRECT OR CONSEQUENTIAL LOSS, WHETHER ARISING FROM THE USE OR REPRODUCTION OF ANY CONTENT OR ITS CAPTION, BREACH OF CONTRACT OR HOWSOEVER, AND OUR MAXIMUM LIABILITY TO YOU FOR ANY LOSS OR DAMAGE ARISING OUT OF THESE TERMS AND CONDITIONS, ANY LICENSE AND YOUR USE OR REPRODUCTION OF THE CONTENT (EXCEPT IN RESPECT OF INJURY TO OR DEATH OF ANY PERSON) IS LIMITED TO THE AMOUNT OF THE LICENSE FEE.
6.3 We do not grant you, in any License, any rights in respect of use of names, brands, trade or service marks, logos, mastheads, or likenesses contained or depicted in any Content and you may not use any logos, mastheads or trade or service marks for any purpose.
7. Cancellation and Termination
7.1 If you wish to cancel a License after a License Fee has been agreed you must request this in writing. Any cancellation is at our entire discretion and will only be permitted upon payment of a cancellation fee.
7.2 We may terminate these terms and conditions and a License at any time by written notice to you if:
a) you commit a breach of these terms and conditions which, if it is capable of remedy, you fail to remedy within 7 days of receiving written notice requiring you to do so;
b) you become insolvent, have an administrator, receiver or manager appointed over the whole or any part of your assets or business, make any composition or arrangement with your creditors, take or suffer any similar action in consequence of debt, or an order or resolution is made for your winding-up, dissolution or liquidation (other than for the purpose of solvent reorganisation), you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Act 1986, or any event occurs in a foreign jurisdiction analogous to, or comparable with, any of the above; or
c) you undergo a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010).
7.3 On expiry or termination of these terms and conditions and/or License for any reason and subject to any express provisions set out elsewhere in these terms and conditions all outstanding sums payable by you to us shall immediately become due and payable and all rights and licenses granted pursuant to this License and associated terms and conditions shall cease.
7.4 Any provision of this License and terms and conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these terms and conditions shall remain in full force and effect.
8. Assignment
You may not transfer, assign or sub-license any or all of your rights under these terms and conditions, or any License, without our prior written consent.
9. Notices
9.1 All notices and other communications required or permitted to be served or given shall be in writing and sent by first class post, courier, or email to us at Future Publishing Limited, Quay House, The Ambury, Bath, BA1 1UA, Email: licensing@futurenet.com or to you using the contact details provided during the purchase of a License, in either case, using such contact details as either of us may notify to the other from time to time.
9.2 Any notice and other communications required or permitted to be served or given shall be deemed to have been received: (a) if sent by first-class post or courier, at 9.00 am on the second business day after posting; or (b) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
10. No Waiver
Our failure to exercise or enforce any rights under these terms and conditions, or under a License, shall not be deemed to be a waiver of such rights at any time or times thereafter.
11. Severability
If any of the provisions of these terms and conditions are invalid, illegal or unenforceable, that will not affect the validity, legality and enforceability of the remaining provisions of these terms and conditions.
12. Third Party Rights
Unless it expressly states otherwise, these terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.
13. No Partnership or Agency
13.1 Nothing in these terms and conditions are intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
13.2 Each party confirms that it is acting on its own behalf and not for the benefit of any other person.
14. Entire Agreement
14.1 These terms and conditions and any other documents referred to within them constitutes the entire agreement between the parties.
14.2 Each of the parties acknowledges and agrees that by entering into terms and conditions it has not relied on, and shall have no remedy in respect of any statement, representation, warranty or understanding other than the statements, representations, warranties and understandings set out in these terms and conditions.
14.3 Each party agrees that it shall have no remedies in respect of any statement, representation, warranty or understanding (whether made innocently or negligently) that is not set out in these terms and conditions, and its only remedies in connection with any statement, representation, warranty or understanding shall be for breach of contract as provided in these terms and conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these terms and conditions.
15. Law and Jurisdiction
This License and terms and conditions shall be governed by the laws of England and Wales and each of us submits to the exclusive jurisdiction of the English courts to resolve any disputes between us.