NLA CLIPSEARCH LICENCE TERMS AND CONDITIONS

IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY FOR THE CLIPSEARCH SERVICE CAREFULLY BEFORE SUBMITTING YOUR LICENCE REQUEST. IF YOU DO NOT AGREE WITH ANY PART OF THE TERMS AND CONDITIONS OR THE PRIVACY POLICY DO NOT SUBMIT THE LICENCE REQUEST.

IF YOU HAVE ANY QUESTIONS PLEASE CONTACT THE NLA AT: Newspaper Licensing Agency, First Floor, 16 - 18 New Bridge Street, London, EC4V 6AG

These Terms set out the conditions under which the NLA grants the End-User a licence to use NLA CLIPSEARCH service.

1. NLA ClipSearch Service

1.1. Subject to the NLA's receipt of the Service Fee, the NLA grants End-User and its Permitted Users (if applicable) a non-exclusive, non-transferable right to:

1.1.1. access the Digital Cuttings on the NLA Database using the Service;

1.1.2. search, view, retrieve and display the Digital Cuttings on screen; and

1.1.3. make 1 (one) paper copy only of each View for his/her own use (if End-User wishes to take any further copies this is subject to End-User having an appropriate licence – see www.nla.co.uk for details).

1.2. The rights granted to the End-User above cannot be transferred, licensed or assigned to any third party without the NLA’s prior consent.

2. End-User Obligations

2.1. The End-User must not and ensure that its Permitted Users do not:

2.1.1. except as expressly permitted in these Terms, reproduce, distribute, display, sell, publish, or broadcast Digital Cuttings accessed via the Service;

2.1.2. remove, conceal or alter any copyright and proprietary notices contained in the Service or the Digital Cuttings accessed via the Service;

2.1.3. share passwords or otherwise allow third parties to access and/or use the Service for any purpose or in any manner;

2.1.4. store Digital Cuttings and any other material accessed using the Service in electronic form;

2.1.5. further copy (or scan hard copies) of the Digital Cuttings without an appropriate licence.

2.1.6. use the Service for any external or re-sale purposes, including the mass, automated or systematic extraction and/or re-utilisation of any part of the Service without an appropriate licence.

2.1.7. reverse engineer, decompile, or disassemble any software contained in the Service nor attempt in any other manner to obtain the source code(s).

2.2. The End-User agrees that neither it nor any of its Permitted Users shall acquire any intellectual property rights in the Digital Cuttings or the NLA Newspapers.

2.3. On subscribing to the Service End-User will have to provide personal information including contact details. If End-User does wish NLA or its business partners to use such personal information to contact End-User for marketing opportunities End-User must indicate this by ticking the relevant box when instructed. In any event in subscribing to the Service End-User grants NLA the right to use such personal details for reporting and account management purposes (including participating Newspaper Publishers and Resellers) in accordance with the terms of the Privacy Policy and any data protection legislation.

2.4. The End-User is responsible for the security and use of its passwords.

3. Account / Organisation Account

3.1. To be able to use the Service End-User must open an Account or open / be associated with an Organisation Account.

3.2. Each View by End-User and its Permitted Users will be charged against the End-User’s Account or Organisation Account as applicable.

3.3. The End-User is responsible for keeping its username and password secret and any use of the Service using the correct Account or Organisation Account details will be regarded as a valid transaction whether or not the use is by the End-User and/or its Permitted Users and NLA shall not be responsible for any claims including that it shall not give any refunds in respect of the use of Account or Organisation Account.

3.4. In the event that the End-User loses its Account or Organisation Account details and/or becomes aware of any misuse of its Account or Organisation Account details End-User must contact NLA immediately for replacement.

3.5. Should the End-User not use its Account or Organisation Account for a continuous period of six months such Account or access to an Organisation Account will be closed.

3.6. Any monies deposited in an Account or Organisation Account are non-refundable (except in the event the NLA terminates the Service as provided in clause 6.1.1. below).

3.7. NLA reserves the right to run credit checks against the End-User using credit agencies and the information provided to the NLA on registration.

3.8. It is understood that the NLA is using third party electronic payment processors and/or financial institutions to process payments into the Account or Organisation Account and the End-User agrees to be bound by the terms of such third parties.

4. reservation of Rights

4.1. The NLA may terminate or suspend the End-User’s access to the Service if the NLA has reason to believe that the End-User has breached these Terms or the terms of any other agreement with the NLA or those of a participating publisher of an NLA Newspaper. The End-User confirms that the NLA will not be liable to the End-User or any third party as a result of any such cancellation or suspension.

4.2. The NLA may alter, retract, suspend and/or withdraw the whole or part of any Digital Cuttings and/or publish corrections if the NLA reasonably considers that it may be legally liable to third parties in respect of such Digital Cuttings and/or such Digital Cuttings contain any Rights Restricted Material. The NLA will have no liability to the End-User in these circumstances.

4.3. The NLA reserves the right from time to time to amend this Licence, the functions or facilities of the Service or any part of it.

5. Liability

5.1. The NLA provides the Service "as is" and without warranty of any kind. To the fullest extent permitted by law, the NLA disclaims all express and implied conditions and warranties regarding the Service.

5.2. The NLA will not be liable for any (i) loss of business, revenue, profits or anticipated savings or wasted expenditure or for any indirect, special or consequential loss or damage arising from access to or use of the Service, or (ii) delay or failure regarding the Service.. Any liability of the NLA to the End-User will, to the extent permitted by law, be limited to the amount of Service Fees paid by the End-User in the 6 (six) months preceding the claim.

5.3. The NLA does not exclude or limit its liability to the extent such exclusion or limitation is prohibited by law including for death or personal injury caused by the NLA's negligence.

6. Term and Termination

6.1. Subject to payment of the Fee these Terms shall be effective from the date the NLA first issues the End-User a password for access to the Service until terminated:

6.1.1. by either party giving the other one (1) month's written notice of termination, or

6.1.2. with immediate effect if the End-User or any Permitted User commits or causes any breach of any provisions of these Terms and (in the case of a remedial breach only) remains in breach 14 days after receiving notice to remedy such breach, or

6.1.3. with immediate effect if the End-User goes into a voluntary liquidation, presents or has presented against it a winding-up petition, is dissolved, comes to a compromise arrangement with its creditors, has a liquidator, administrator, receiver, manager or administrative receiver or other encumbrancer appointed to, or security enforced over, the whole or any parts of its assets or property, or becomes insolvent or suffers any event analogous to any of the foregoing.

6.1.4. or under 4.1 above.

6.2. Except for Termination pursuant to 6.1.2, 6.1.3 or 6.1.5 above (in which case no refund shall be due to End-User upon termination) provided all sums due from Licensee have been paid the Licensee will be reimbursed with any unused portion of the Fee attributable to the period after termination has become effective on a pro rata basis less an administrative charge of £75 plus VAT if the End-User serves notice of termination.

7. General

7.1. The rights and remedies provided by these Terms may be waived only expressly in writing and specifically and any failure to exercise or any delay in exercising a right or remedy by the NLA in enforcing any breach of these Terms shall have no effect in relation to any later breach.

7.2. The End-User warrants to the NLA that in entering into this Licence it has not relied on any warranty representation or undertaking save as expressly set out in this Licence.

7.3. All notices which are required to be given under this licence will be in writing and sent to the address or email address of the End-User set out in the licence request or such other address as the End-User may advise in writing. Any such notice may be delivered personally or by first class pre-paid letter or facsimile transmission or by email and will be deemed to have been serviced if by hand when delivered, if by first class post 48 hours after posting and if by facsimile transmission or email when dispatched.

7.4. No person other than the NLA and the End-User shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms except that if the End-User has submitted its Licence Request through an Authorised NLA Reseller then that Authorised NLA Reseller may as agent and trustee for the NLA enforce any terms of the Licence on behalf of the NLA.

7.5. These terms are governed by the laws of and subject to the jurisdiction of the courts of England.

8. Definitions Used In These Terms

‘Account’ means the individual account for use of the Service following the instructions when the End-User first accesses the Service into which monies will be deposited to defray the End-User’s Service Fees.

‘Authorised NLA Reseller’ means an NLA authorised marketing agent for the Service.

‘Digital Cuttings’ means (i) an article, report, or other item (including an artistic work (including for the avoidance of doubt photographs) and/or an advertisement) in a participating NLA Newspaper in a digital format.

‘NLA’ means The Newspaper Licensing Agency Limited registered in England and Wales under Company Number 3003569 whose registered office is at Wellington Gate, 7 & 9 Church Road, Tunbridge Wells, Kent TN1 1NL

‘NLA Database’ means the NLA hosted database of Digital Cuttings available for the ClipSearch Service;

‘NLA Newspaper’ means the publications (including but not limited to newspapers) participating in the ClipSearch Service operated by the NLA (excluding the online version of any such publication) from time to time.

‘NLA Price List’ means the details of the Service fees available for the Service.

‘Organisation Account’ means an account opened by an Organisation to which End-Users / Permitted Users have been granted access into which monies will be deposited to defray the End-Users / Permitted Users Service Fees.

’Permitted User’ means a designated employee or independent contractor or consultant engaged by the End-User who is authorised by the End-User to use the Service

‘Rights Restricted Material’ means the material in respect of which (i) an NLA Newspaper publisher does not own relevant rights or has not mandated the NLA to grant a licence, or (ii) the NLA does not otherwise grant licences at any given time;

‘Service’ means the NLA's proprietary Internet based service allowing repeat access to the NLA Database known as "NLA ClipSearch" subject to an embargo of 72 hours. End-Users and its Permitted Users shall be able to freely search the Service and pay for Views in accordance with the Service Fees.

‘Service Fees’ means the Service Fees for using NLA ClipSearch as specified in the NLA's ClipSearch Price List from time to time;

‘View’: means each occasion on which an End-User (or its Permitted Users) accesses a Digital Cutting via the NLA ClipSearch service.