Terms and Conditions immoral or (b) to suggest a sponsorship or endorsement or official These terms and conditions govern your use of the Content. relationship that does not exist. “Content” means any content supplied or made available to you 3.6 You will indemnify and keep indemnified PA against all loss, by PA including without limitation: (a) the website with the damage and expense (including any legal and other professional address http://video.pressassociation.com and the content expenses) incurred or suffered by PA directly or indirectly arising appearing on the website other than the Footage including, but (in whole or in part) from any use, reproduction or distribution by not limited to, images, text, graphics, sound, illustrations, you (or any person authorised or permitted by you) of any part of software and the PA name (the “Website”); and (b) the footage the Content in a manner not authorised by the Licence and these and moving images appearing on the Website or otherwise terms and conditions. supplied to you by PA (the “Footage”). The terms and conditions 3.7 Where any Customer’s Service is an electronic service, the contain warranty and liability disclaimers. You will be taken to general terms and conditions of the Customer’s Service will have read, understood and accepted these terms and conditions in include provisions substantially similar to the following: the same way as if you had signed a printed version and they will (a) the Footage may only be used for the user's personal use continue to apply every time you use the Content. If you do not and the distribution or commercial exploitation of the accept these terms and conditions, do not use the Content. Footage is prohibited; 1. Ownership of the Content (b) use of the Footage is at the sole risk of the user; 1.1 The Website is owned by The Press Association Limited (c) neither you nor PA/any of PA’s licensors gives any warranty (registered in England No. 5946902, having its registered office at that the supply of the Footage will be uninterrupted or as to 292 Vauxhall Bridge Road, London SW1V 1AE) (“PA”). the accuracy of the Footage. 1.2 The Footage is owned by PA or its licensors. As soon as you become aware of any unauthorised use of any 1.3 The Content and all related rights shall remain the exclusive Content by any user of the Customer’s Service, you shall give PA property of PA and its licensors. full written details of such use. PA shall have the right to require 2. Use of the Content you to enforce the relevant general terms and conditions of the 2.1 No portion or element of the Content may be copied or Customer’s Service against any user of the Customer’s Service retransmitted via any means without the express written and to enable and assist PA to enforce the relevant general terms permission of PA. and conditions against any user of Customer’s Service in your 2.2 You may not publish, reproduce (which includes placing on name, and will pay your reasonable expenses in so doing. an electronic bulletin board, corporate intranet or the Internet), 4. Intellectual Property Rights and Third Party Rights display in public, communicate to the public, license, sell or 4.1 You agree and acknowledge that: (a) all rights (including otherwise distribute any part of the Content without the express intellectual property rights) used or subsisting in the Content are written permission to do so (in writing or by email) from PA (a the property of PA or the third party/parties which provide “Licence”). information/material used or contained in the Content to PA or 2.3 Unless expressly agreed otherwise with PA in writing, you permit PA to access and obtain such information/material (each a may not frame or modify all or any part of the Website and you “Third Party Provider”); and (b) PA is dependent on its Third may not link to any part of the Website except the homepage. Party Providers and the provision and licence of the Content is 2.4 If you have been supplied with a Website username and always subject to any arrangements, rights, restrictions or password by PA, you must not disclose your username or prohibitions imposed by any Third Party Provider of any of the password to any third party. Any misuse by you of your username Content, whether imposed prior to, on or at any time after the and password may result in your access to the Content being date of the Agreement. terminated. You will be responsible for all Footage downloaded 4.2 You agree to comply with any restrictions imposed by PA using your username and password including for all payment due and/or its’ Third Party Providers and to ensure that, where in respect of such Footage. appropriate, copyright and/or other arrangements (including 3. General restrictions on grant of rights in Licences payment of any applicable third party licence or other fee) are 3.1 Any Licence granted to you by PA will be subject to these made directly with any such third parties. Restrictions, including terms and conditions as well as the terms set out in the Licence. third party restrictions, may be notified to you in the metadata to Unless expressly agreed otherwise by PA in writing, these terms Footage, elsewhere on the Website, in another manner by PA or and conditions shall prevail in the event of any conflict between directly by third parties. them and any other terms in the Licence and will supercede any 4.3 PA may terminate this Agreement (in whole or in part) or terms and conditions provided by you. terminate or suspend the provision of any part of the Content if, in 3.2 The Licence granted to you by PA is limited to the specific the reasonable opinion of PA, the Customer challenges the validity programme and transmission details, publication, platform and/or or ownership of any of the rights (including intellectual property service in which the Content may be used as set out in the Licence rights) of PA or any of its Third Party Providers. (the “Customer’s Service”), the period of time during which the 4.4 PA (or its Third Party Provider(s)) will, at its (or their) Content may be used in the Customer’s Service (if specified), the option, have the conduct of all proceedings relating to the territory in which the Content may be published as part of the enforcement of any rights (including intellectual property rights) in Customer’s Service (if specified) and any other restrictions on the Content. You agree to give full co-operation in relation to permitted use set out in the Licence. protecting such rights including taking any reasonable action in 3.3 PA may at its sole discretion alter the delivery format or respect of such rights as requested by PA or any of its Third Party delivery method of the Footage so as to provide more effective or Providers, and PA or the relevant Third Party Provider(s) will pay more efficient provision of the Footage. If a specific delivery the Customer’s reasonable expenses in giving such co-operation. format or method has been expressly agreed with you in writing, 4.5 PA does not offer any licence and gives no warranty or PA will inform you in advance of any alteration that will materially representation in respect of: (a) the existence or validity of any affect your business. model (or other) releases in respect of any Content; (b) the use of 3.4 Unless expressly agreed otherwise in writing, a Licence names, people, likenesses, trade marks (registered or grants you rights to publish the Footage in the Customer’s Service unregistered) or works of art depicted in any Content; or (c) moral in the territory (if specified) during the licence period (if specified) rights (as set out in chapter IV of the Copyright Designs and on a non-exclusive basis, solely for the personal use of the Patents Act 1988 or equivalent rights in other jurisdictions) in viewers/end users of your service, provided that you: respect of any Content. It is your responsibility to ensure that all (a) will, except to the extent necessary to maintain records for necessary clearances are obtained, and not that of PA. your own internal and legal purposes, delete all Footage 4.6 All Content will be attributed on its publication in the that you are no longer permitted to publish, including any Customer’s Service to “Press Association”. Content attributed to Footage that PA specifically instructs you to delete; another agency, broadcaster or publisher will be so attributed on (b) will not edit, adapt or change the Footage in a manner that its publication in the Customer’s Service alongside the Press distorts the sense or meaning of such Footage; Association Credit with an appropriate copyright notice. In (c) will publish the Footage only in an editorial context; addition, you will comply with any credit requirements expressly (d) will not use the Footage for advertising, marketing or notified to you in the caption to Content or otherwise by PA. promotional purposes; 5. Reporting and Charges (e) will not use the Footage for any purpose except as expressly permitted by the Licence and these terms and conditions. 3.5 You may not use the Content in any way that might be deemed (a) defamatory, libellous, pornographic, obscene or 5.1 You shall pay the charges in respect of your permitted Group) any information concerning the business and affairs of the use of the Content set out in the Licence (the “Charges”) within other (including the terms (but not the fact) of any Licence) which 30 days of the date of invoice. All amounts stated are exclusive of may become known to such party unless such information is public any applicable VAT or other sales taxes. knowledge other than as a result of a breach of this clause, has 5.2 In the event that PA grants you a Licence to publish been independently acquired from a third party without restriction Footage in the Customer’s Service, unless expressly agreed on disclosure, or is required by law or any regulatory body or for otherwise in writing, within two weeks after first transmission of the purposes of litigation by or against either party to be any Footage as part of the Customer’s Service, you shall submit to disclosed. For the purposes of the Licence and these terms and PA a signed written declaration detailing actual use of the Footage conditions, the “PA Group” shall mean PA Group Limited in the Customer’s Service. If you do not submit a signed (company number 4197) (or any holding company of it) and each declaration by the due date, PA will charge you for use of all subsidiary (both “holding company” and “subsidiary” as defined in Footage supplied to/downloaded by you. the Companies Act 2006) from time to time of PA Group Limited 5.3 You shall supply to PA one copy of each programme/film (or any holding company of it). in which any Footage is published. 8. Termination 5.4 All amounts payable under the Licence shall be paid in full 8.1 The rights granted to you by PA in these terms and without set-off, deduction or other withholding of any amount conditions and any Licence may be terminated immediately by which may be due to you. Should you be required by any law or either party giving notice to the other if: (a) the other commits a regulation to make any deduction or withholding on account of tax material breach of these terms and conditions or the Licence and, or otherwise on any sum payable under the Licence, the sum if such breach is remediable, it is not remedied within 7 days of payable shall be increased by the amount of such tax to ensure receipt of notice requiring remedy; (b) the other ceases or that PA receives a sum equal to the amount to be paid under the threatens to cease to carry on trading; or (c) the other becomes Licence. insolvent or bankrupt or suffers any insolvency or bankruptcy 5.5 Without prejudice to any other rights and remedies which PA related event in any applicable jurisdiction. may have and your continuing obligation to pay the Charges, if 8.2 Unless PA expressly agrees otherwise in writing or by e- payment of the Charges is not received by PA on the due date, PA mail, on termination of any Licence: (a) PA will not fulfil any may withhold its provision of the Content, suspend the Licence outstanding orders for Footage placed by you; and (b) you must granted to you, and charge interest on any overdue Charges from not exercise any rights granted to you which you have not already the due date until payment is received at a rate to be determined exercised. Other than that, termination of the rights granted to by PA not exceeding 4% above Lloyds TSB Bank plc base rate for you by PA in these terms and conditions and any Licence will be the time being, such interest to be calculated on a daily basis. without prejudice to any rights or liabilities of either party that 6. Liability have accrued prior to such termination. 6.1 Although PA will take all reasonable steps to ensure the 9. General accuracy and timely provision of the Content, neither PA nor any 9.1 All of the terms that have been agreed between the parties of its licensors warrants that the Content will be free from error or in relation to the supply and licensing of the Content are contained uninterrupted or (as provision of the Content is subject to the in these terms and conditions and any Licence PA grants to you. availability of the necessary information/material to PA) that No other terms shall apply unless expressly agreed otherwise in specific items of information/material will be available. writing. You acknowledge that you have not relied on any 6.2 PA does not accept any liability for failures or breakdowns representation made by PA that has not been set out in these in network connections and/or end-to-end connectivity across the terms and conditions and the Licence. No amendments to these Internet and/or performance problems experienced on any terms and conditions or any Licence shall be effective unless in Internet or other networks outside PA’ direct control. writing and signed by an authorised signatory on behalf of each 6.3 No conditions, warranties or other terms (express or party. implied, including any implied terms as to satisfactory quality, 9.2 Neither party will be liable to the other for any failures, fitness for purpose or conformance with description) apply to the interruptions, delays or other matters of a similar nature arising Licence or to the Content except to the extent that they are out of circumstances beyond its reasonable control. expressly set out in the Licence and these terms and conditions. 9.3 Any notice required to be given under these terms and 6.4 Except under the indemnity in clause 3.6, neither party conditions or any Licence shall be in writing and shall be delivered shall be liable under the Licence or these terms and conditions for by hand or sent by FedEx or other similar international delivery any loss of profits, loss of revenue, loss of or damage to goodwill, service or, in the case of a notice sent within the UK, by first class loss of contracts, loss of customers or any indirect, special or or recorded post, or by fax (provided that a hard copy is delivered consequential loss (even if the party concerned has been advised or sent as set out above within 24 hours). All notices shall be of the possibility of such loss), provided that this exclusion will not delivered/sent to the address of the relevant party set out in the apply to any loss of revenue or profit that would otherwise have Licence or membership application or such other address as the been obtained by or due to PA under or in relation to the Licence. relevant party has notified to the other party in writing from time 6.5 Once PA has told you to remove any Footage from the to time for this purpose. Customer’s Service, PA will not be liable for any loss arising in 9.4 Neither party shall assign, sub-contract, sub-license or relation to continued publication of such Footage. You will provide otherwise transfer its rights or obligations under this Agreement reasonable assistance to PA to mitigate any claim arising out of without the prior written consent of the other party, not to be Content. unreasonably withheld or delayed, save that: (a) PA may assign or 6.6 Except under the indemnity in clause 3.6, each party’s transfer all or any of its rights or obligations to any PA Group liability arising from or in connection with the Licence and these company; and (b) PA may sub-contract the performance of its terms and conditions and in relation to anything which the party obligations provided that PA's liability for the performance of its concerned may have done or not done in connection therewith obligations shall not be affected; (c) you may sub-license your (and whether such liability arises due to breach of contract, rights to a broadcaster for the purpose of transmitting the Footage negligence or for any other reason) shall be limited, in relation to as part of a TV programme in accordance with the Licence and all events or series of connected events occurring in any given these terms and conditions. year, to (in addition to any sums properly payable under the 9.5 The failure or delay by either party to enforce at any time Licence) an amount equal to the total Charges payable by you to any one or more of these terms or conditions shall not be a waiver PA for that year (and provided that if a series of connected events of such rights or any other rights. spans more than one year, for the purposes of this clause they will 9.6 The parties agree that for the purpose of Section 1(2) of all be treated as having occurred in the year in which the first of the Contracts (Rights of Third Parties) Act 1999 no term shall be the series occurred). enforceable by a third party. 6.7 Nothing in these terms and conditions shall limit either 9.7 If any provision of these terms and conditions or any party’s liability: (a) for fraud, (b) for death or personal injury Licence is held to be void or unenforceable in whole or in part, the caused by either party’s negligence or that of its servants or terms and conditions and the Licence shall continue in force in agents, or (c) in relation to any other liability which cannot be relation to the unaffected provisions and the remainder of the excluded or limited by law. provision in question, and the parties will renegotiate the provision 7. Confidentiality in good faith to achieve the same objects. 7.1 Each party agrees and undertakes that it will keep 9.8 These terms and conditions and any Licence shall be confidential, will not use for its own purposes and will not without governed by and construed in accordance with English law and the prior written consent of the other party disclose to any third each of the parties hereby submits to the jurisdiction of the party (other than, in the case of PA, to any company in the PA English courts.