Editorial General terms

In this Agreement (unless the context otherwise requires), the following words and phrases will have the meanings set out below:

1. 2.1. Subject to compliance with the terms of this Licence Agreement, Newsflare hereby grants to the Licensee the right to access and download the Content during the Access Period with a non-exclusive, non-sublicensable, non-transferable, limited licence to use and edit the Content in accordance with and subject to the Licensed Rights and Permitted Usage, and as otherwise set out in the Commercial Terms, in the Territory.
2. 2.2. For the purposes of this license, use in Territory will be deemed where the usage is actively marketed or directed at a Territory. Incidental receipt or access from outside the Territory will not be deemed a breach.
3. 2.3. All rights, title and interest not specifically and expressly granted to the Licensee under this Licence Agreement are reserved to Newsflare and or its licensors (as applicable), and no use of the Content other than expressly stated in this Licence Agreement is permitted.
4. 2.4. For the avoidance of doubt, the Licensee may not use the Content in or in connection with any commercial, promotional, advertorial, endorsement, brand, advertising or merchandising context without further agreement.
5. 2.5. For the avoidance of doubt, the Licensee may not cross post the Content in any way unless specified in the Commercial Terms or as further agreed in writing.
6. 2.6. The Content or extracts created from the Content may be used for marketing and promotion of the Content’s availability on the relevant site/platform as long as it is not used primarily to promote the Licensee or site/platform on which the Content is made available.
7. 2.7. For the avoidance of doubt, the Licensee may not nor enable others to directly or indirectly resell, sublicense, syndicate, distribute, share or otherwise utilise or exploit the Content other than as permitted hereunder.
8. 2.8. In the event the Fee is a Revenue Share based fee, the Licence granted in 2.1 is further limited to monetised uses of the Content. The Licensee must only use the Content when it is accompanied by pre or mid-roll advertising placed within or prior to the Content.

1. 3.1. The Content is only cleared by Newsflare in relation to the copyright of, and associated licensing of, the video recording itself, it being understood that the foregoing does not apply to people or elements depicted in the Content. No other clearances are obtained or offered by Newsflare.
2. 3.2. Notwithstanding the generality of the above, the Licensee is solely responsible for determining if further clearances or releases are required and for obtaining any such other clearances or releases including but not limited in relation to:
   1. (a) the context of all use of the Content;
   2. (b) the persons or elements (including but not limited to names, people, likenesses, trademarks, trade dress, logos, audio, music, designs, works of art, places, buildings, architecture, objects or other elements) depicted, appearing, referenced or embodied in the Content;
   3. (c) the performance of any music and associated rights embodied in the Content, and will be responsible for the payment, or ensuring the payment, of any related fees including to relevant collecting societies; and
   4. (d) otherwise for the particular uses the Licensee makes of the Content.

1. 4.1 Newsflare shall make the Content available to the Licensee via download from the Newsflare website during the Access Period.
2. 4.2 While Newsflare makes commercially reasonable efforts to ensure the accuracy of keywords, titles, descriptions and any metadata, it gives no warranties and/or representations regarding the accuracy, relevancy or otherwise of the same.
3. 4.3 The Licensee is solely responsible for notifying Newsflare of any changes to the listed digital properties set out in the Commercial Terms. Newsflare will endeavour to ensure that these named and updated digital properties will be whitelisted and protected from any automated rights management systems employed by Newsflare.
4. 4.4 The Licensee shall not enter into any agreements or otherwise licence, acquire, source, receive or otherwise use any Restricted Material from Restricted Suppliers, if or as set out in the Exclusivity section of the Commercial Terms, during the Term.

1. 5.1 In the event that the rights available in relation to any Content alter or are withdrawn by a relevant rights holder, Newsflare will notify the Licensee in writing.
2. 5.2 In such circumstances Licensee will alter or cease its use of the relevant Content going forward to comply with the alteration to such rights.
3. 5.3 To the extent such Content has already been published or distributed, the Licensee will use its reasonable endevours to remove or disable access to such Content.

1. 6.1 The Licensee shall:
   1. (a) ensure that all Content is clearly identified and accredited to Newsflare by use of the following notice: “Newsflare Limited”; whilst also ensuring that such notice only relates to the Content so that there is no suggestion or possibility for confusion that Newsflare is providing the relevant site, platform or production or in control of the display of the Content;
   2. (b) take reasonable steps to ensure that there is no suggestion or possibility for confusion between the source of the Content and any Third Party Content (whether as a consequence of the form, layout or attribution of such Third Party Content or otherwise) and, where appropriate to avoid confusion, shall identify the source of such Third Party Content;
   3. (c) ensure that any use of the Content does not create any suggestion whatsoever that the Content originates from the Licensee rather than from Newsflare;
   4. (d) ensure that any advertising that appears against or in conjunction with the Content is in accordance with any Newsflare guidelines or restrictions as may be notified to the Licensee by Newsflare, and that such advertising complies with all applicable law and regulations and shall not sell or position any sponsorship directly against or in conjunction with the Content, or any section any site, platform or production primarily dedicated to the Content, without Newsflare approval.
2. 6.2 Licensee shall not, without Newsflare’s prior written consent:
   1. (a) alter, position or display the Content in any way that could:
      1. (i) imply association with or endorsement by or of other content; or
      2. (ii) change the meaning or interpretation of the Content due to its presentation in a location or on pages containing other content.
   2. (b) remove, cut, conceal, modify, obscure or otherwise tamper with any proprietary notice, credit or identification number, or any bugs or logos provided in or with the Content without agreement;
   3. (c) use the Content for marketing and promotion of the Licensee itself, rather only for marketing and promotion of the relevant Content.

1. 7.1 In consideration of the licences granted hereunder the Licensee shall pay Newsflare the Fee, (together with any applicable VAT thereon) as set out in the Commercial Terms and in accordance with the Payment Terms.
2. 7.2 In the event the Fee is a Revenue Share based fee, the Licensee will deliver to Newsflare a monthly report setting out the usage, views, Gross Revenues, Revenue Share, recoupment against the Minimum Guarantee, both in aggregate and per Newsflare asset / video used by the Licensee, in a format as provided by Newsflare. Payments of any Revenue Shares will continue to be due for 12 months following expiry or termination of the Agreement, notwithstanding any term or termination provisions.
3. 7.3 In the event that a Minimum Guarantee is detailed in the Commercial Terms, any Revenue Share earned will not be payable to Newsflare until the Minimum Guarantee has been recouped by the Licensee from the Gross Revenues. Thereafter the Revenue Share will be payable to Newsflare.
4. 7.4 Newsflare may at its own expense upon reasonable notice, not more than twice in any 12-month period, inspect and/or audit such reports in order to verify revenues and related payments. Such audits and inspections shall take place during reasonable business hours and in such manner so as not to interfere with the Licensee’s normal business activities. In the event that the audit reveals an underpayment, such shortfall will be immediately paid with interest as set out in clause 7.5. And in the event such audit reveals an underpayment of 5% or more the reasonable costs of such audit will be payable by the Licensee.
5. 7.5 In the event that the Licensee fails to make any payment in full when due under this Agreement, then without prejudice to its other rights and remedies under or in connection with this Agreement or otherwise in law, Newsflare shall be entitled to charge the Licensee interest on such overdue sum at the rate of 4% above the base rate HSBC plc in force from time to time calculated from the due date up to the date of payment.

1. 8.1 The Licensee acknowledges and agrees that all Intellectual Property Rights in the Content and the Newsflare Trademarks shall vest in and shall be and remain the sole and exclusive property of Newsflare or its licensors and, subject to the licences granted under clause 2 above, the Licensee shall acquire no right, title or interest in or to the same.
2. 8.2 Licensee will immediately notify Newsflare if it becomes aware or suspects that any third party has gained access to the Content, is wrongfully using the Content in whole or in part, or is violating any of Newsflare Intellectual Property Rights.

1. 9.1 During the term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the receiving Party shall:
   1. (a) keep any Confidential Information confidential; and
   2. (b) not disclose any Confidential Information to any other person other than with the prior written consent of the disclosing Party or in accordance with clauses 9.2 and 9.3; and
   3. (c) not use any Confidential Information for any purpose other than the performance of its obligations under this Agreement.
2. 9.2 During the term of this Agreement, the receiving Party may disclose the Confidential Information to its employees, agents and subcontractors (each a "Recipient") to the extent that disclosure is reasonably necessary for the purposes of this Agreement.
3. 9.3 The receiving Party shall procure that each Recipient is made aware of and complies with all the receiving Party's obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement.

1. 10.1 Each party warrants to the other that it has the legal right and authority to enter into this Agreement and perform its obligations in connection with this agreement and to licence all the rights granted hereunder.
2. 10.2 Newsflare warrants that the Content as supplied does not, to the best of its knowledge, infringe the copyright of any third party it being understood that the foregoing warranty does not apply to elements depicted in the Content.
3. 10.3 Licensee warrants that it will not use the Content in any way that:
   1. (a) is defamatory, pornographic, unlawful, misleading, deceptive, in breach of any rights of confidentiality, publicity or privacy, or other rights, or damaging to the reputation of Newsflare or any persons or third parties depicted, appearing, referenced or embodied in the Content;
   2. (b) infringes any third party’s Intellectual Property Rights, or other proprietary (subject to clause 10.2);
   3. (c) is in violation or contrary to any applicable law, regulation or codes of practice.
4. 10.4 If at any time during the term of this Agreement, either party becomes aware that any part of the Content is or may be in breach of any applicable law or regulation, infringes any third party Intellectual Property Rights and/or is or may be defamatory or in violation of the legal rights of any person, then:
   1. (a) that party shall immediately notify the other party in writing of the same;
   2. (b) the Licensee shall forthwith cease using the offending part of the Content save as provided for in clause 5.3; and
   3. (c) Newsflare shall use its reasonable endeavors to provide alternative Content to replace the Content so removed.
5. 10.5 Any condition, warranty representation or other term concerning the same which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is hereby excluded.
6. 10.6 Without limiting the generality of clause 10.5, Newsflare makes no representation or warranty as to:
   1. (a) the use or appearances of names, people, likenesses, trademarks, trade dress, logos, audio, music, designs, works of art, places, buildings, architecture, objects or other elements depicted, appearing, referenced or embodied in any Content; or
   2. (b) whether any additional fees or payments may be due to any person or other third party depicted, appearing, referenced or embodied in the Content, or without limit performance royalties for any music included in the Content.

1. 11.1 Newsflare shall indemnify the Licensee against all costs, claims, damages, losses and expenses (including reasonable external legal fees) payable to a third party arising as a result of any claim or action resulting from a breach of clauses 10.2.
2. 11.2 The Licensee shall indemnify Newsflare against all costs, claims, damages, losses and expenses (including reasonable external legal fees) payable to a third party arising as a result of any claim or action resulting from: a breach of clauses 10.3; from any use of the Content outside of or contrary to the scope of this Agreement; or the failure of the Licensee to obtain any required clearances or releases.
3. 11.3 Nothing in this Agreement shall exclude or limit either party’s liability for fraud or for death or personal injury resulting from its negligence or the negligence of its servants, agents or employees.
4. 11.4 Neither party shall be liable to the other under the terms of this Agreement for any: loss of revenue; loss of income; loss of profits; loss of contracts; loss of goodwill; or any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
5. 11.5 Subject to clause 11.3, and save in relation to clause 11.2, the total liability of either party under or arising out of this Agreement shall not exceed 100% of the Fee paid or payable in the previous 12 months.
6. 11.6 The indemnified party agrees:
   1. (a) to notify the indemnifying party forthwith on it becoming aware of any claim or potential claim under this clause;
   2. (b) not to settle compromise or negotiate the settlement of any such claim without the prior consent of the indemnifying party (such consent not to be unreasonably withheld); and
   3. (c) if requested by the indemnifying party, to pass the conduct of any such claim to the indemnifying party (at the indemnifying party’s cost).
7. 11.7 This Agreement sets forth the full extent of each party’s obligations and liabilities in respect of (in the case of Newsflare) the provision and licensing of the Content hereunder and (in the case of the Licensee) the use of the Content hereunder.

1. 12.1 This Agreement shall take effect from the Effective Date and, subject to the provisions of this clause 12, shall continue in full force and effect until the expiry of the Access Period and/or the fulfilment of all payment provisions including as set out in clause 7.2.
2. 12.2 Either party may terminate this Agreement immediately upon written notice to the other party if the other party:
   1. (a) is in material breach of this Agreement and such breach is either incapable of remedy or, if capable of remedy, is not remedied within 14 days of receipt by the party in default of a written notice specifying the breach and requiring that the same be remedied, including in relation to the obligation to pay the Fees; or
   2. (b) ceases or threatens to cease to carry on its business;
   3. (c) becomes insolvent, enters into liquidation, whether voluntary or compulsory, passes a resolution for its winding up, has a receiver or administrator appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt.
3. 12.3 Newsflare may terminate this Agreement upon not less than 30 days’ prior written notice to the Licensee if:
   1. (a) there are any rights or other issues with the content, Newsflare ceases production, publication or licensing of the Content, or otherwise changes its licensing strategy with regard to the Content; or
   2. (b) any competitor of Newsflare, or other party to whom Newsflare acting reasonably, would not want to license the Content, acquires or unconditionally agrees to acquire control the Licensee. For the purpose of this clause 12.4, “control” shall have the meaning given in section 1124 of the Corporation Tax Act 2010. For the avoidance of doubt, any bona fide solvent corporate restructuring of the Licensee shall not constitute a change of control under this sub clause 12.3.

1. 13.1 On termination or expiry of this Agreement however caused
   1. (a) all licences granted to the Licensee shall immediately cease and the Licensee shall immediately cease to use, reproduce, distribute, display or transmit the Content save as provided for in clause 5.3; and
   2. (b) the Licensee shall immediately return or destroy to Newsflare all copies of the Content then in their possession or control;
   3. (c) the Licensee will pay any outstanding Fees which are properly due, including any Revenue Share amounts for the subsequent 12 months in accordance with clause 7.2.
2. 13.2 In addition to the above, on termination of this Agreement by Newsflare under clause 12.2 including for non-payment by the Licensee, all licenses granted will be deemed null and void, and the Licensee will use its best endeavours to remove all existing use from public display.
3. 13.3 Upon termination of this Agreement by Newsflare prior to the expiry of the Access Period, pursuant to clause 12.3 (a) above, Newsflare shall refund to the Licensee on a pro-rata basis (based on usage) any part of the Fee paid by the Licensee that relates to any unexpired portion of the Access Period.
4. 13.4 Termination of this Agreement howsoever caused will not affect the rights of either party under this Agreement which may have accrued up to the date of termination and termination shall be without prejudice to the continuation of any provision hereof which expressly or impliedly comes into or continues in force after the date of termination.
5. 13.5 The provisions contained in clauses 1, 7, 8, 9, 11, 12, 13, 14, 15, 16, 21, 22, 23, 24 shall survive and continue to apply will continue to apply notwithstanding the expiration or termination of this Agreement.

Neither party will be liable for any delay in performing or failing to perform its obligations under this Agreement due to any cause outside its reasonable control including, but not limited to, acts of God, war or civil commotion (“Force Majeure Event”). Such delay or failure will not constitute a breach of this Agreement provided that the affected party promptly notifies the other party of such delay or failure and its cause and resumes full performance of its obligations as soon as reasonably practicable. The period for performance of the affected obligation will be extended by such period as is reasonable having regard to the nature and duration of the Force Majeure Event, provided that if the delay or failure continues for 14 days or more, the party whose obligations are not affected by the Force Majeure Event shall be entitled to terminate this Agreement forthwith by written notice to the affected party

All notices which are required or permitted to be given under this Agreement will be in writing or email and will be sent to the address of the recipient set out on the front page of this Agreement or such other address that the recipient may designate by notice given in accordance with this clause 15. Any such notice may be delivered personally, by first class pre-paid letter or email and will be deemed to have been received: if delivered personally – at the time of delivery; if sent by first class post – 48 hours after the date of mailing; and if sent by email: during normal business hours, immediately on transmission; and outside normal business hours, on the following business day, provided that, there is no evidence of failure to receive the same.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Agreement does not create a partnership or joint venture between the parties to it and except as expressly provided in this Agreement neither party will enter into or have authority to enter into any engagement or make any representations or warranties on the other party's behalf nor will they seek to otherwise bind or oblige the other party in any way.

Neither Party shall issue any announcement and/or any information or statement to any person (including, but not limited to, the press) relating to this Agreement or any part of it without first obtaining the prior written consent of the other Party provided no such consent shall be required in the case of disclosure to a regulatory body pursuant to a statutory obligation, and Newsflare will be entitled to make factual non-endorsing references to the fact the Licensee is a customer on its website and pitch materials.

Save as may be provided for in this Agreement no provision of this Agreement shall be amended except in writing signed by the duly authorised representatives of the Parties.

This Agreement may not be assigned or sublicensed, either in whole or in part by the Licensee without the prior written consent of Newsflare.

This Agreement constitutes the entire Agreement and understanding between the parties and supersedes all previous negotiations, correspondence, agreement and understandings whatsoever. In the event of any conflict between this Agreement and any other terms referenced, or any other Licensee documentation such as, but not restricted to, purchase orders, then this Agreement shall take precedence.

If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, the other provisions hereof and the remainder of the affected provision(s) shall continue to be valid.

Waiver by either Party of any breach of contract or any obligation of the other Party does not constitute a waiver of any future or other obligation of the said Party. Failure or omission by a Party at any time to enforce or require timely compliance with any provision of this Agreement shall not affect or impair that provision in any way or the rights of that Party to avail itself of the remedies it may have in respect of any breach.

The laws of England shall govern the Agreement and the Parties submit to the exclusive jurisdiction of the English Courts.