大象传媒

1 Definitions

The following words have the given meaning in these Terms:

Archive Content means 大象传媒 archive material which the 大象传媒 makes available in the Content System to Local News Partners via embed code;

大象传媒 means the British Broadcasting Corporation;

Content means each of Hub Content, Shared Data Content, LDRS Content and Archive Content;

Content System means the system for accessing Content hosted by the 大象传媒 or its subcontractor;

Editors鈥� Code of Practice means the code of the Independent Press Standards Organisation (IPSO) available at:  ;

Hub Content means audio and audio visual content created by the 大象传媒 and marked as 鈥楴ews Hub鈥� in the Content System;

IPR means copyright, patents, trade marks, service marks, design rights, registered designs, topography rights, database rights, rights of confidence, know-how, broadcast rights, goodwill and the right to sue for passing off and all other similar rights anywhere in the world, statutory or otherwise, whether or not registered and including applications for registration of any of them;

Local News Partner means an organisation that has been accredited by the 大象传媒 to access Content via the Content System;

LDRS Content means text, images and audio visual content produced as part of the Local Democracy Reporting Service and marked as such in the Content System;

Licence Period means from the date of download of any Content until the 大象传媒 terminates these Terms in accordance with clause 9;

New Works means any new work created by You incorporating Content and Your substantive journalism;

Shared Data Content means data sets and supporting material (such as raw audio visual, images, diagrams, graphs, case studies and supporting text), not finished stories, marked as 鈥淪hared Data Unit鈥� in the Content System;

Syndicate means distribute (whether or not for consideration and whether or not via news agencies) to third parties for copying, publication, transmission, making available and archiving in any media;

Terms means these terms and conditions;

Territory means the United Kingdom of Great Britain and Northern Ireland, the Channel Islands and the Isle of Man;

Working Day means Monday to Friday, excluding weekends, public and bank holidays in the United Kingdom;

You means the Local News Partner on whose behalf Content was downloaded, including its employees, agents and officers, and Your has a corresponding meaning;

Your Online Branded Service means any website owned and operated by You featuring Your approved local news masthead鈥檚 editorial branding and any accounts on any third party social media platforms or apps carrying the corresponding branding where such account is operated by You provided such sites and accounts remain primarily targeted at audiences in the Territory; and

Your Service means any media service owned and operated by You featuring Your approved local news masthead's editorial branding, including Your Online Branded Services.

For the purposes of these Terms, the words "includes" and "including" mean "including without limitation".

2 News Hub Content and Archive Content

2.1 The 大象传媒 grants You a non-exclusive, royalty-free, non-sublicensable right to:

2.1.1 access Hub Content and Archive Content on the Content System during the Licence Period;

2.1.2 copy, transmit, publish, make available and archive Hub Content on Your Online Branded Services via online transmission only, during the Licence Period in the Territory. Your first such use or publication of each item of Hub Content must occur no later than one year from the date on which the 大象传媒 made that item of Hub Content available in the Content System;

2.1.3 make available (by means of an embed code provided by the 大象传媒) Archive Content on Your Online Branded Services during the Licence Period in the Territory.  Your first such use or publication of each item of Archive Content on Your Online Branded Services must occur no sooner than four days and no later than one year from the date on which the 大象传媒 made that item of Archive Content available in the Content System;  

2.1.4 extract and publish on Your Services still images of the Archive Content, provided such still images are credited to the 大象传媒 and accompanied by text directing to Your Online Branded Services where the related item of Archive Content has been published; and

2.1.5 extract and publish on Your Services still images of Hub Content accessed by You on or before 30 June 2022, provided such still images are credited to the 大象传媒 and accompanied by text directing to Your Online Branded Services where the related item of Hub Content has been published.

2.2 The grant of licence in clause 2.1 is subject to such Hub Content and Archive Content being displayed with the 大象传媒 brand in accordance with the branding guidelines published by the 大象传媒 from time to time.

2.3 You must not transmit any Hub Content or Archive Content via analogue or digital radio or television technologies.

2.4 You must not use Hub Content or Archive Content to misrepresent any 大象传媒 journalism, or in any way which may bring the 大象传媒 into disrepute.

2.5 You must not edit any Hub Content (including alterations to format, sound levels, captions, etc) other than non-substantive edits to accommodate any changes in format (eg aspect ratio) or as strictly necessary to ensure such content complies with Your own content standards, subject always to clause 2.6.  Except as permitted under clause 2.1.4 You must not edit or modify any Archive Content.

2.6 No general site advertising should appear around or adjacent to Hub Content or Archive Content so as to suggest an endorsement by the 大象传媒 of the advertised products or services. You may not:

2.6.1 include any pre- or post- roll advertising with Hub Content or Archive Content;

2.6.2 overlay any advertising over Hub Content or Archive Content; or

2.6.3 display any Hub Content or Archive Content directly adjacent to any advertising in such a way as to suggest that advertising so displayed is associated with the Hub Content or Archive Content and not general site advertising.

2.7 Hub Content will be used by You only as illustration or supplement to other content on Your Online Branded Service. Any text or other content published by You adjacent to, captioning or accompanying Hub Content or Archive Content:

2.7.1 must not misrepresent the Hub Content or Archive Content;

2.7.2 when specifically referring to Hub Content, must only include information reasonably required to provide context and introductory information to the Hub Content; and

2.7.3 must not identify contributors more fully than they have been identified in the Hub Content or Archive Content (except where appropriate consent has been obtained).

2.8 You must ensure Your use of the Hub Content or Archive Content is in accordance with all applicable laws.

3 Shared Data Unit Content 

3.1 The 大象传媒 grants You a non-exclusive, royalty-free, non-sublicensable right, during the Licence Period, to:

3.1.1 access Shared Data Content on the Content System; and

3.1.2 copy and incorporate Shared Data Content into New Works.

3.2 Upon expiry of the Licence Period, You:

3.2.1 may transmit, publish, make available and archive New Works on Your Services, and Syndicate such New Works in any media;

3.2.2  may display videos or images contained in the Shared Data Content which have been incorporated into New Works on Your Services in the Territory; and,

3.2.3   must not strip out and re-use Shared Data Content from the New Works made during the Licence Period.

3.3  You are not obliged to identify the 大象传媒 as the source of Shared Data Content in any published works, provided that you do not obscure, modify or remove 鈥榖urned in鈥� text acknowledging the 鈥槾笙蟠�媒 Shared Data Unit鈥� where it appears on graphs and diagrams.

3.4 Any works that incorporate any Shared Data Content must comply with journalistic best practice (for example, as set out in the Editors鈥� Code of Practice or other applicable codes and guidelines).

4 LDRS Content

4.1 The 大象传媒 grants You a non-exclusive, royalty-free, non-sublicensable right to:

4.1.1 access LDRS Content on the Content System;

4.1.2 copy, edit, transmit, publish, make available and archive LDRS Content on Your Services, during the Licence Period in the Territory.

4.2 In addition to the grant in clause 4.1, the 大象传媒 grants You a non-exclusive, royalty-free, non-sublicensable right to:

4.2.1 copy, edit and incorporate LDRS Content into New Works during the Licence Period; and

4.2.2 transmit, publish, make available and archive such New Works on Your Services during and after the Licence Period, in any media in the Territory.

4.3 Any online or print publication of LDRS Content must credit the Local Democracy Reporter (by name) as the sole or contributing author of the work, or the Local Democracy Reporting Service.  

4.4 Any television or radio broadcast of LDRS Content must credit the Local Democracy Reporter (by name) as the sole or contributing author of the work, or the Local Democracy Reporting Service, to the extent reasonably practicable having regard to the duration of the broadcast.

4.5 You must not use LDRS Content to misrepresent any 大象传媒 journalism.

5 Ownership of Intellectual Property and Warranties

5.1 You acknowledge that the 大象传媒 retains all ownership of IPR in Content. You must not Syndicate any Content (other than as part of a news clipping service), without entering into a commercial licence with the 大象传媒 or one of its subsidiaries on terms set by the 大象传媒 (acting reasonably).

5.2 The 大象传媒 acknowledges that, subject to the 大象传媒鈥檚 rights in the Shared Data Content, You are the sole owner of all IPR in any New Works created by You in accordance with clause 3.1 and are entitled to distribute or Syndicate such New Works within the Territory.

5.3 To the best of the knowledge, information and belief of the 大象传媒, Content does not unlawfully:

5.3.1 infringe the IPR of any third party;

5.3.2 defame any third party; or

5.3.3 infringe the rights of privacy or confidentiality (or similar rights) of any third party.

5.4 No conditions, warranties or other terms (express or implied, including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to Content except to the extent that they are expressly set out in these Terms.

6 Tracking and Data

6.1 On request from the 大象传媒, You must provide full detail of Your usage of Content across an agreed timeframe (usually no more than seven consecutive days).

6.2 On request from the 大象传媒, You will provide reasonable data regarding the audience reach of Content and New Works on Your Online Branded Services.

7 Territory and Use after the Licence Period 

7.1 You will ensure that Content and New Works are only published on Your Services that are primarily targeted at audiences in the Territory.

7.2 To the extent that any Content has been published, or used in New Works published, by You during the Licence Period in accordance with these Terms, such Content may be:

7.2.1 archived by You either online or in physical media in perpetuity provided that such Content is not extracted or excerpted for archiving or used in new content;

7.2.2 excerpted in any end of year annual summary published or transmitted at the end of the calendar year it was published in; and

7.2.3 with respect to LDRS Content, where such LDRS Content remains relevant to an on-going story regarding a local democracy issue, extracted or reprinted in perpetuity in any new content covering that ongoing story on Your Service.

8 Withdrawal

8.1 If the 大象传媒 reasonably determines that the use of any Content or part thereof may be:

8.1.1 in breach of a third party鈥檚 rights or otherwise unlawful;

8.1.2 in breach of these Terms; or

8.1.3 subject to a question or claim concerning any rights therein which makes withdrawal necessary or advisable,

the 大象传媒 may notify You not to use, and to return to the 大象传媒 or destroy, such Content (or applicable part of it). Upon receipt of any such notice from the 大象传媒, You must cease using, return to the 大象传媒 or destroy at Your expense (as may be required by such notice), such Content or applicable part of it. At the 大象传媒鈥檚 request, You will furnish the 大象传媒 with certified evidence of destruction.

9 Termination

9.1 Notwithstanding anything else contained in these Terms, these Terms may in whole or in part be terminated by the 大象传媒:

9.1.1 on giving You three months鈥� written notice;

9.1.2 immediately, if You commit a serious breach of these Terms which is irremediable or which You do not remedy within five (5) Working Days of notice of such breach;

9.1.3 immediately, if You or Your subcontractors commit a breach of the Bribery Act 2010;

9.1.4 immediately, if there is a direct or indirect change of control of Your company, for which purposes 鈥渃ontrol鈥� means the ability to direct the affairs of Your company whether by virtue of contract, ownership of shares or otherwise and this change of control is in the 大象传媒鈥檚 reasonable opinion demonstrably prejudicial to the 大象传媒; or

9.1.5 immediately, if  Your use of Content, or any conduct of Your directors, officers, employees or agents, has brought, or is reasonably deemed by the 大象传媒 to be likely to bring, the 大象传媒 into disrepute (other than by the publication of fair and accurate journalism).

9.2 If the 大象传媒 terminates these Terms under clause 9.1.5, You must if requested by the 大象传媒 in writing immediately cease using Content and remove all Content and New Works from Your Online Branded Services.

10 General

10.1 Neither party limits its liability for death or personal injury caused by that party鈥檚 negligence or wilful default, or for fraud.

10.2 Other than under clause 鈥�10.1, each party鈥檚 liability to the other under this Agreement will not exceed an amount equal to 拢50,000 (fifty thousand pounds sterling) in the aggregate for the Licence Period.

10.3 Each Party warrants and undertakes that it (and its sub-contractors and agents if any) will observe its obligations under the Data Protection Act 2018 and any superseding or amending legislation and all other current data protection legislation (including but not limited to the General Data Protection Regulation 2016/679 (鈥淕DPR鈥�) and/or the GDPR as enacted by the United Kingdom, and Privacy and Electric Communications (EC Directive) Regulations 2003) which is relevant to performance of its obligations under these Terms.

10.4 Nothing in these Terms prevents either Party from engaging in similar agreements with third parties before, during, or after the termination of these Terms.

10.5 These terms are the complete agreement between You and the 大象传媒 with respect to your use of Content. The 大象传媒 may update these Terms from time to time and will notify You of such updates.

10.6 Any conflict between these Terms and any other document will be resolved in favour of these Terms.

10.7 If You or the 大象传媒 waive(s) a breach or default by the other, such waiver will not constitute the waiver of any subsequent breach or default.

10.8 If any provision of these Terms is held invalid by a court, such provision will be omitted, but the remainder of these Terms continue to be binding upon You and the 大象传媒.

10.9 Each of You and the 大象传媒 will, and will procure that its agents, employees and sub-contractors will, do all things reasonably necessary, including obtaining any necessary licences, permissions and/or certificates and/or executing any additional documents and/or instruments, to give full effect to the provisions of these Terms.

10.10 These Terms do not create or infer any rights under the Contracts (Rights of Third Parties) Act 1999 enforceable by any person who is not a party to these Terms.

10.11 These Terms are governed by and in accordance with the laws of England and Wales and each party submits to the exclusive jurisdiction of the English courts.