These are the terms that apply to any contributions from a writer (“the Licensor”) submitted to us (“the Licensee”) for use on the Website (as defined below).
The Licensor has created the Work (as defined below). The Licensee (Dr Hannah Baxter of 58 Humber Road, Chelmsford, Essex, CM1 7PF) wishes to receive and the Licensor is willing to grant to the Licensee a Licence (as defined in clause 2) on the terms and conditions set out below to reproduce the Work on the Website (as defined below).
1.1 The following definitions apply in this agreement:
Copyright: all copyright and rights in the nature of copyright subsisting in the Work in any part of the world to which the Licensor is, or may become, entitled.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
New Works: any copyright works produced by the Licensee in accordance with clause 2.3 based on the Work, including altered or adapted versions of the Work produced in order to enable it to be reproduced on the Website.
Website: the website operated by the Licensee at www.notesfromthepodium.co.uk.
Work: the media (of any type) provided to the Licensee by the Licensor for the purpose of use and display on the Website.
1.2 Clause and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 References to clauses are to the clauses of this agreement.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6 This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.8 A reference to writing or written includes fax and e-mail.
1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 Subject to clause 2.2, the Licensor hereby grants to the Licensee an exclusive licence under the Copyright to do the following acts in the Territory for the term of this agreement, subject to, and in accordance with, the terms of this agreement:
2.1.1 reproduce the Work (and New Works) on the Website; and
2.1.2 reproduce the Work (and New Works) in any advertising or promotional material relating to the Website, including without limitation in emails and newsletters regarding the Website.
2.2 The Licensor undertakes not to itself exercise nor grant any licence permitting any third party (in any part of the world) to exercise the rights granted to the Licensee under clause 2.1. Without limitation, this shall include a ban on the Licensor submitting the Work (or work in substantially the same form as the Work) to third parties (including other websites or other publishers of any media) for use, distribution, publication or licensing or sub-licensing to others. The Licensor acknowledges that to do so would devalue the Website. The Licensee shall reproduce the Work on the Website but may make such alterations or amendments that, in the Licensee’s reasonable opinion, do not detract from the fundamental essence of the Work.
2.3 The Licensee:
2.3.1 acknowledges and agrees that all copyright and rights in the nature of copyright subsisting in any part of the world in any New Works shall vest in the Licensor; and
2.3.2 hereby assigns to the Licensor absolutely the entire copyright and all other rights in the nature of copyright subsisting in any New Works, and all other rights of whatever nature, whether now known or created in the future, to which the Licensee may be entitled by virtue of the laws in force in any part of the world in such New Works, in each case for the whole term including any renewals, reversions, revivals and extensions.
2.4 For the avoidance of doubt, the Licence is granted free of royalty or other charge.
3 MORAL RIGHTS
3.1 The Licensor, being the sole author of the Work, asserts the Licensor’s moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the Work.
4.1 The Licensee shall not grant sub-licences under this agreement.
5 ASSIGNMENT AND OTHER DEALINGS
5.1 The Licensee shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the Licensor.
5.2 The Licensor may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and / or obligations under this agreement. The Licensor may subcontract or delegate in any manner any or all of its obligations under this agreement to any third party, provided that it gives written notice of such subcontract or delegation to the Licensee.
5.3 The Licensee shall, at the Licensor’s request, execute any agreements or other instruments (including any supplement or amendment to this agreement) which may be required in order to give effect to or perfect any assignment, transfer, mortgage, charge or other dealing referred to in clause 5.2.
5.4 Either party may, after having given prior written notice to the other party, assign and transfer all of its rights and obligations under this agreement to any person to which it transfers all of its business or that part of its business to which this agreement relates, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this agreement.
6.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
7 ENTIRE AGREEMENT
7.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
7.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
8.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9 THIRD PARTY RIGHTS
9.1 No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
10 NO PARTNERSHIP OR AGENCY
10.1 Nothing in this agreement is 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. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
11.1 Any notice [or other communication] given to a party under or in connection with this agreement shall be in writing and shall be:
11.1.1 delivered by email, hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
11.1.2 sent by fax to its main fax number.
11.2 Any notice or communication shall be deemed to have been received:
11.2.1 if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address;
11.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
11.2.3 if sent by fax, at 9.00 am on the next Business Day after transmission.
11.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12 GOVERNING LAW
12.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
13.2 This agreement has been entered into on the date stated at the beginning of it (to be customised with each contribution).