REACH GENERAL TERMS AND CONDITIONS 

1. This Agreement shall be effective from the date specified on the online form associated with this Agreement (“Date”). The online form (the “Form”) and these Reach General Terms and Conditions shall comprise this Agreement. This Agreement is made between: (1) you (“your” or “your”); and (2) Reach Shared Services Limited (a company incorporated and registered in England and Wales, with company number:03890737) of One Canada Square, Canary Wharf, London, E14 5AP, United Kingdom (“Reach”, “our” “us” or “we” and such expression shall also be deemed to include Reach’s successors in title, licensees, assigns and Reach Plc and all of its subsidiaries and brands). You and Reach each a “party” and collectively the “parties”. By clicking ‘I ACCEPT’ on the Form, you agree to be bound by the terms and conditions set out under this Agreement.

2. DEFINITIONS: “Content” means the photos, videos, visual, audio-visual material, and/or any other content forming part of the Content described on the Form as referenced by the link(s)/URL(s) referred to in the Form. If you are licensing us the right to use the Content in your Channel(s), “Content” means any and all content forming part of the Channel(s) referenced by the link(s)/URLs(s) in the Form. “Licensed Rights” means the rights, consents waiver, and permissions you are granting us under this Agreement.

3. CREDIT: We shall give you the credit agreed between you and us. No inadvertent failure by us or failure/refusal by third parties to provide the credit shall constitute a breach of this Agreement.

4. YOUR GRANT OF RIGHTS TO US (AND OTHER INTELLECTUAL PROPERTY):

4.1 Your ownership of the Content: You will retain all rights, title in and ownership of the Content.

4.2 Grant of Rights: You hereby grant to Reach a worldwide, non-exclusive royalty-free irrevocable licence to use, copy, store, publish, reproduce, print, communicate to the public, edit, translate, adapt, archive, license, distribute, transmit, exhibit, and exploit the Content (in whole or in part) worldwide in any form, medium or technology now known or hereafter developed in perpetuity. This includes, without limitation, the right to use on any of Reach owned and/or operated platforms, channels, websites, applications, social media pages and on all other paid and unpaid platforms developed in the future (the “Media”). The licence includes the right to serve advertising around and over such Content and to otherwise monetise the Content. 

4.3 Reach right to edit the Content and to use names and biogs associated with the Content: You hereby agree that we shall the right to edit, add to, delete from, arrange, re-arrange, revise and/or change the Content with other material; and/or use the title of the Content and the names, likenesses, and biographies of the performers therein as part of the exploitation and promotion of the Content on the Media and its soundtrack throughout the world free of charge.

4.4 Reach Content: The intellectual property in all design, text, graphics and other material (other than user generated content) and the selection or arrangement of such material on any Reach platform is owned by us and/or our respective licensors. We are the owner of: (a) those trade mark(s) indicated as such throughout the Site from time to time; and (b) all other trade marks used in the Site which are not licensed to us by any third party. All other trade marks, product names and company names or logos cited therein are the property of their respective owners. Reach shall also own all right, title, and interest (including copyright) in and to any content and all related materials, including, without limitation, content, written documentation, texts, stories, or articles (whether hardcopies or electronic), recordings and all other material and property created, developed, or produced by Reach in connection with the Content. 

5. YOUR PROMISES TO US: You warrant, represent and undertake that:

5.1 You are either the owner of all rights title and interest in and to the Content and you have the full right and power to enter into this Agreement and grant us the rights provided herein and you have not assigned or otherwise in any way encumbered the Content or the rights being granted;

5.2 You have obtained all required consents, licences and releases from people or other third parties featured in the Content or that contributed to the Content (“Contributors”) in order that we can use and exploit the Licensed Rights without the need for further permissions, consents, payments and without liability to you or any third party including, without limitation, the irrevocable and unconditional waiver by you and all Contributors of all rights relating to the Content to which such persons are now or may in the future be entitled pursuant to the provisions of Sections 77, 80, 84, and 85 of the Copyright, Designs and Patents Act 1988 (as amended from time to time) and any other moral rights to which such persons may be entitled under any legislation now existing or in future enacted in any part of the world). If the content features a child, or children, you confirm that you are the parent or guardian of the child, or children, and have the legal right to grant consent (or the parent or guardian of the child, or children, has granted such consent).

5.3 Nothing in the Content, nor our exploitation of the Content, has infringed or will infringe or violate the rights or interests of any third party, including intellectual property rights, proprietary rights, performance rights, moral rights, or rights of publicity or privacy, or bring us into disrepute;

5.4 You have not granted, nor shall you grant to anyone else any right which would conflict with, prevent and/or impair in any way your right to grant us the rights specified herein; and

5.5 The Content does not contain any viruses, worms, Trojan horses, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

6. TERM AND TERMINATION:

6.1 This Agreement shall commence on the date accepted and by you and shall continue until terminated in accordance with this clause 6.

6.2 Without affecting any other right or remedy available to us, we may terminate this Agreement with immediate effect by giving written notice to you if (a) you commit a material breach of any term of this Agreement which breach is irremediable or if such breach is remediable you fail to remedy the breach within 5 business days after being notified in writing to do so; or (b) you repeatedly breach any of the terms of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of this Agreement. For the avoidance of doubt, submitting incorrect or inaccurate strikes/claims against us on third party media platforms (including, without limitation, Facebook) will be deemed a material breach of this Agreement.

6.3 Either party may terminate this Agreement for convenience by giving 60 business days written notice to the other party, in accordance with the notice provisions of this Agreement.

6.4 In the event the Agreement is terminated the Content we shall cease to further exploit the Content, but the Content may remain on the Media (which may be monetised) for the Term for archive purposes.

7. HOW WE MAY USE YOUR PERSONAL INFORMATION AND COOKIES

We will use your personal information as set out in our Privacy Notice

8. CLAIMS MADE AGAINST US BY THIRD PARTIES

Where a claim is brought against us by a third party in relation to your use of the Site you agree to fully reimburse us and all companies within our group for all losses, costs, actions, claims, damages, expenses (including legal costs and expenses) or liabilities, whatsoever suffered or incurred by us or the companies within our group in or as a consequence of your breach of this agreement and your use of the Site which is included on the Site.

9. WE ARE NOT LIABLE FOR THINGS BEYOND OUR CONTROL

We are not liable for things beyond our control, such as power failure and problems on the Internet.

10. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

• We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
• We exclude all implied conditions, warranties, representations or other terms that may apply to the Site or any content on it, to the extent that it is lawful to do so
• We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
• use of, or inability to use, the Site; or
• use of or reliance on any content displayed on the Site.
• We will not be liable for:
• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or
• any indirect or consequential loss or damage.

11. MISCELLANEOUS

• If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
• If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
• This agreement shall be personal to you and you may not assign, transfer, sublet, lease or delegate all or any of your rights and obligations, without our prior written consent.
• We reserve the right to assign or transfer all or any of its rights and obligations under this agreement to any companies in the same group as Reach plc or another third party. In the event of assignment or transfer, notification will either be given to you by e-mail or posted on the Site.

12. LAW AND JURISDICTION

Please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.