1. DEFINITIONS AND INTERPRETATION

1.1 The definitions and rules of interpretation in this Clause apply in these Terms and Conditions.“ANL” means Associated Newspapers Limited; registered address, Northcliffe House, 2 Derry Street, London W8 5TT and registered company number 84121;

“Affiliates” means in relation to a person, any direct or indirect parent undertaking or subsidiary undertaking from time to time of such person, or any other direct or indirect subsidiary undertakings from time to time of any parent undertaking of such person. An undertaking is a “subsidiary undertaking” of another undertaking (its “parent undertaking”) if that other undertaking, directly or indirectly, through one or more subsidiary undertakings:

(a) holds 50% or more of the voting rights in the undertaking; or

(b) it is a member of the undertaking and has the right to appoint or remove 50% or more of its board of directors or equivalent managing body; or

(c) it is a member of the undertaking and controls alone, or pursuant to an agreement with other shareholders or members, 50% or more of the voting rights in the undertaking; or

(d) has the right to exercise a dominant influence over it, for example by having the right to give directions with respect to its operating and financial policies, with which directions its directors are obliged to comply.

 “Content” means any and all Images, Videos, Lineage, audio or video material, recordings of moving images with or without sound, all stills, images, content, materials, information, data, software and executable code, in whatever medium or form supplied or made available by or on behalf of the Supplier in connection with these Terms and Conditions;

“Fees” means the fees payable in respect of the licence of the Content as set out in the Self-Billing Invoice;

“Images” means any photos, print graphics, interactive or digital graphics or other still images;

“Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, Marks, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off;

“Lineage” means written content or text material accompanying the content supplied by Supplier;

“Licensed Media” “:

(a) any and all digital or electronic publications through any media or outlet and in any format now known or hereafter developed, which shall include, but shall not be limited to, any internet-based service, digital service, mobile service, product, platform, application (apps), intranet, webpage or website, and which in each case is owned or operated by ANL or any of its Affiliates from time to time and which operates under the ‘Mail Online’, ‘Mail’, ‘the Daily Mail’, ‘Mail on Sunday’, ‘Mail Plus’, or ‘Metro’ brands, or any derivative of such brands, including, but not limited to the publications owned or operated by ANL and which are located at http://www.metrosites.tk, http://www.mailonline.co.uk, Mailonline.co.uk/au, http://www.dailymail.co.uk, http://www.dailymail.com, and any subsequent or additional URLs which may replace them from time to time;

(b) any and all print publications through any media or outlet and in any format now known or hereafter developed which operates under the ‘Mail Online’, ‘Mail’, ‘the Daily Mail’, ‘Mail on Sunday’, ‘Mail Plus’, or ‘Metro’ brands, or any derivative of such brands;

(c) any of the above publications’ branded pages (including its mobile versions) on any social media accounts from time to time (including, but not limited to, Facebook, Twitter, Snapchat and Instagram); and

(d) any media player owned or operated by ANL or any of its Affiliates from time to time (with or without embedding functionality and whether incorporated in the publications set out above or in any third party sites, services, apps or publications).

“Marks” means any and all trade marks, trade names, service marks, trade dress, logos, URLs, identifying slogans or other distinctive brand features of a party to these Terms and Conditions, whether or not registered;

“Supplier” means the entity set out in the Self-Billing Invoice; and

“Video” means a recording of moving images with or without sound supplied by Supplier.

2. GRANT OF LICENCE

2.1 Subject to these Terms and Conditions, the Supplier hereby grants to ANL and each of its Affiliates a non-exclusive, royalty-free, worldwide, perpetual licence to use, reproduce, distribute, publicly perform, display and transmit the Content in connection with and through the Licensed Media and to make the same available to end users of the Licensed Media.

2.2 The Supplier, by granting the licence detailed in Clause 2.1, also grants ANL the express right to ANL and each of its Affiliates to grant a sub-licence to end users and readers of Licensed Media to the extent necessary for end users and readers to view and use the Content in accordance with the Licensed Media’s terms of use from time to time.

2.3 The Supplier agrees that ANL shall be entitled to change, modify and edit the Content for technical or editorial purposes (including, without limitation, cropping or framing the Content).

2.4 ANL shall be entitled to reproduce the whole or any part of any Content in any secondary reproductions of Licensed Media (e.g. compilations, screen shots, stills, thumbnails) in order to promote or market the Content through any media or outlet and in any format now known or hereafter developed, including any and all print, digital and electronic publications.

2.5 If the Content includes Videos, ANL shall be entitled to embed, and enable, facilitate and support the embedding and organic sharing of Content by any end user of, all or any part of the Content through any media or outlet and in any format now known or hereafter developed, including without limitation, on any internet-based service, digital service, mobile service, product, platform, application (apps), intranet, webpage or website. ANL shall be entitled to manage, control and change the embedding functionality and settings of any of its media players from time to time as ANL shall determine in its sole discretion.

2.6 ANL agrees that it shall include the credit marked on the Images and Videos or notified by the Supplier on any use or reproduction of the Images and Videos.

2.7 Any inadvertent failure by ANL to accord the credit shall not constitute a breach of these Terms and Conditions by ANL provided that ANL uses its reasonable endeavours to remedy such failure that the Supplier makes ANL aware of, as soon as reasonably practicable and on a prospective basis only. For the avoidance of doubt, ANL will not be required to recall any print or other material already printed nor incur legal costs or expenses.

2.8 The Supplier hereby waives all moral rights in the Content to which the Supplier may be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time (and under all similar legislation from time to time in force anywhere in the world) to the extent necessary for ANL to exploit the Content in the Licensed Media.

3. MARKS

3.1 ANL acknowledges and agrees that the Supplier owns all right, title and interest in the Content and the Supplier’s Marks. Nothing in these Terms and Conditions shall confer in ANL any right of ownership in the Content or the Supplier’s Marks.

3.2 The Supplier acknowledges and agrees that ANL owns all right, title and interest in and to the Licensed Media and ANL’s Marks. Nothing in these Terms and Conditions shall confer in the Supplier any right of ownership in the Licensed Media or ANL’s Marks.

3.3 Supplier hereby grants to ANL a non-exclusive, worldwide, royalty free licence to use, reproduce, display and transmit the Supplier’s Marks solely for the purposes of performing its obligations under these Terms and Conditions, including in connection with the presentation of the Content within the Licensed Media.

4. FEES AND PAYMENT

4.1 In consideration of the provision of the Content by the Supplier, ANL shall pay the Fees.

4.2 The Supplier shall not be entitled to payment in respect of any Content not covered by a purchase order issued on behalf of ANL by A&N Media Finance Services Limited.

4.3 Save in the case of a genuine dispute, ANL shall pay invoices in full within 45 days of receipt of the invoice, which shall be sent to accountspayable@dmgmedia.co.uk. Details of invoice format are set out in Appendix 1 to this agreement. The parties acknowledge that the notice provisions of the Terms and Conditions apply to the delivery of invoices.

4.4 Payment shall be made direct to the bank account nominated in writing by the Supplier.

4.5 If a party fails to make any payment due to the other under these Terms and Conditions by the due date for payment (due date), then, without limiting the other party’s remedies under these Terms and Conditions, the defaulting party may be required to pay interest on the overdue amount at the rate of 2% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This Clause shall not apply to payments that the non-paying party disputes in good faith.

4.6 If ANL disputes any invoice or other statement of monies due, ANL shall immediately notify the Supplier in writing.

4.7 ANL may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the Supplier against any amounts payable by it to the Supplier.

4.8 All Fees are exclusive of VAT.

5. WARRANTIES AND INDEMNITIES

5.1 Each party to these Terms and Conditions represents and warrants to the other party that:

(a) it has the full corporate right, power and authority to enter into these Terms and Conditions and to perform its obligations hereunder;

(b) the execution of these Terms and Conditions by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound;

(c) it shall comply with all applicable laws and regulations in relation to the performance by it of its obligations under these Terms and Conditions including but not limited to all applicable laws and regulations concerning bribery and corruption; and

(d) when executed and delivered by such party, these Terms and Conditions will constitute legal, valid and binding obligations of such party, enforceable against such party in accordance with its terms.

5.2 The Supplier represents and warrants to ANL that:

(a) it has sufficient rights in the Content to grant to ANL the right to use and disseminate such Content in accordance with the terms of these Terms and Conditions;

(b) it has secured all third party permissions and releases necessary to grant to ANL the right to use and disseminate such Content in accordance with the terms of these Terms and Conditions;

(c) it will take all reasonable precautions in accordance with generally recognised industry standards not to provide Content that contains any matter which is defamatory, libellous, unlawfully threatening or unlawfully harassing, causes injury, invades privacy rights, or is otherwise actionable in any jurisdiction where the Content and/or the Licensed Media are directed;

(d) the Content:

(i) do not infringe any third party’s Intellectual Property Rights;

(ii) is created, compiled and published using reasonable care and skill and do not violate any law, statute, ordinance, rule, court order, code of practice or regulation (whether on a regulatory or statutory basis) or generally recognised industry standards, in each case in any jurisdiction where the Content and/or the Licensed Media are directed, including but not limited to the Editors’ Code of Practice issued by the Editors’ Code of Practice Committee in the UK, and the from time to time, and the Statement of General Principles issued by the Australian Press Council from time to time; and

(iii) do not contain any viruses, Trojan horses, worms, 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;

(e) the only costs to be borne by ANL in respect of the use of the Content in the manner envisaged by these Terms and Conditions are the Fees and (with the exception of the Fees) it shall be responsible for all payments, fees, royalties, charges or otherwise due to all and any third parties arising out of the same; and

(f) the Supplier’s Marks do not infringe any third party’s Intellectual Property Rights or other rights of any third party.

5.3 The Supplier shall indemnify and hold harmless and keep ANL (and each of its employees, directors and agents) fully and effectively indemnified from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, legal costs and expenses and VAT thereon) and liabilities suffered or incurred, directly or indirectly by ANL as a result of any breach by the Supplier of the warranties set out in Clauses 5.1 and 5.2.

5.4 Should any legal proceedings against ANL follow from the publication of any Content, then ANL or any other Affiliate shall be entitled, in its absolute discretion (but shall be under no obligation), to take such action as it shall deem fit, including without limitation, settling or defending such claim. The Supplier shall make itself available to assist ANL in every reasonable way possible and hereby acknowledges and agrees that it shall have no claim against ANL in any way relating to ANL’s conduct of any such claim where ANL has used the Content in accordance with the terms of these Terms and Conditions.

6. RIGHTS

6.1 The following terms apply to contributors to Associated Newspapers Limited companies (“ANL”) other than Solo Syndication. Unless otherwise specifically agreed in signed writing, you agree to ANL’s standard contributions terms and conditions found at [www.dailymail.co.uk/home/article-3633654/CONTRIBUTIONS-STANDARD-TERMS-CONDITIONS.html] pursuant to which you inter alia you warrant that you own the copyright in your contribution. Unless otherwise specifically agreed in writing, Associated Newspapers Limited and companies in DMGT plc (“ANL”) and ANL shall without prejudice to their other rights have

6.2 (a) the right to publish your contribution worldwide in all ANL publications in all existing or future media including print and digital, and

6.3 (b) (whether or not your contribution has been published by ANL) (i) syndication rights (including electronic syndication or syndication for use in electronic databases) and (ii) the right to allow others to access and re-use in any way your contribution in any media format, inc. the right to authorise NLA Media Access and other third parties to distribute or licence the distribution of your contribution in any way and (iii) to store it for research or reference purposes

7. OBLIGATIONS

7.1 You will comply with the Code of Practice of the Independent Press Standards Organisation.

8. LIMITATION OF REMEDIES AND LIABILITY

8.1 Nothing in this Clause 6 shall limit a party’s liability for death or personal injury.

8.2 The liability of the Supplier shall not be limited in respect of a claim by ANL under Clause 5.3.

8.3 Subject to Clauses 8.1 and 8.2, the liability of either party in contract, tort, negligence, pre-contract or other representations or otherwise arising out of or in connection with these Terms and Conditions or the performance or observance of its obligations under these Terms and Conditions shall be limited in aggregate to the greater of:

(a) the aggregate Fees paid by ANL to the Supplier in the twelve months immediately preceding the incurring of such loss or damage; and

(b) £250,000.

8.4 Save in respect of a claim by ANL pursuant to Clause 6.3, neither party shall be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent misrepresentations) or otherwise arising out of or in connection with these Terms and Conditions for:

(a) any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); and

(b) any loss of goodwill or reputation; or

(c) any special, indirect or consequential losses, in any case, whether or not such losses were within the contemplation of the parties at the date of these Terms and Conditions, or were suffered or incurred by that party arising out of or in connection with the provisions of these Terms and Conditions or any matter arising under these Terms and Conditions.

8.5 Except as set out in these Terms and Conditions, each party excludes all conditions, terms, representations (other than fraudulent or negligent representations) and warranties relating to the subject matter hereof, whether imposed by statute or by operation of law or otherwise, that are not expressly stated herein, including without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose.

8.6 Each provision of this Clause 6 excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of these provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the expiry or termination of these Terms and Conditions.

8.7 Notwithstanding anything to the contrary contained in these Terms and Conditions, if ANL believes that any Content may create liability for ANL, ANL may remove such Content from the Licensed Media as ANL believes, in its sole discretion, is prudent or necessary to minimise or eliminate ANL’s potential liability.

9. POST- TERMINATION RETENTION OF CONTENT

9.1 ANL’s right to use the Content as contemplated hereunder is perpetual and shall survive the termination of these Terms and Conditions.

9.2 On expiry or termination of these Terms and Conditions for any reason, all provisions of these Terms and Conditions shall cease to have effect, except that any provision which can reasonably be inferred as continuing, including, but not limited to, the perpetual rights and licences granted under Clause 2.1, shall continue in full force and effect.

9.3 For the avoidance of doubt, neither the termination (for any reason) nor expiration of these Terms and Conditions shall require ANL to delete or destroy copies of, or remove from transmission or display, all or part of any Licensed Media containing Content in accordance with the terms of these Terms and Conditions.

10. NOTICES

10.1 Any notice required to be given under these Terms and Conditions shall be in writing and shall only be deemed to have been duly served if hand delivered or sent by first class recorded delivery within the United Kingdom and outside the United Kingdom by registered airmail and to the party’s registered address and in the case of ANL to Northcliffe House, 2 Derry Street, London, W8 5TT.

10.2 Any notice pursuant to Clause 10.1 shall be deemed to have been served:

(a) if hand delivered, at the time of delivery;

(b) if sent by post, two days after posting; and

(c) if sent by airmail, seven days after posting.

11. ASSIGNMENT

Neither party shall be entitled to assign the benefit and/or burden of these Terms and Conditions in whole or in part without the other party’s prior written consent (such consent not to be unreasonably withheld or delayed) provided that ANL may assign these Terms and Conditions without such consent to any Affiliate and/or in connection with a sale of the whole or a substantial part of ANL’s business.

12. ENTIRE AGREEMENT

12.1 Unless a signed and dated agreement exists between the parties, these Terms and Conditions contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, written or oral, between the parties in relation to such matters.

12.2 The parties acknowledge that no standard terms and conditions sent to the Supplier by A&N Media Finance Services Limited (A&N) shall apply to these Terms and Conditions. Similarly, no terms or conditions endorsed upon, delivered with or contained in the Supplier’s quotation, acknowledgement or acceptance of order, specification, invoice or similar document shall take effect in relation to the licence of Content under these Terms and Conditions and the Supplier waives any right which it otherwise might have to rely on such terms and conditions.

13. THIRD PARTY RIGHTS

The parties acknowledge that ANL enters into these Terms and Conditions for the benefit of itself and each of its Affiliates. Any Affiliate from time to time may for its own benefit enforce in its own right any term of these Terms and Conditions subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Notwithstanding the foregoing, the terms of these Terms and Conditions may be varied, amended or modified or these Terms and Conditions may be suspended, cancelled or terminated by agreement in writing between the parties or may be rescinded, in each case without the consent of any such Affiliate. Except as provided in this Clause 0, a person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of these Terms and Conditions but this Clause 0 does not affect a right or remedy of a third party which exists or is available apart from that Act.

14. SEVERANCE

14.1 If any provision (or part of a provision) of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

14.2 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.

15. FURTHER ASSURANCE

Each party shall do, sign, execute and deliver all deeds, documents, instruments and acts reasonably required of it by notice from the other party to carry out and give full effect to these Terms and Conditions and the rights and obligations of the parties under it.

16. NO PARTNERSHIP

Nothing in these Terms and Conditions shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

17. GOVERNING LAW AND JURISDICTION

17.1 These Terms and Conditions and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.

17.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).

APPENDIX 1

Invoice format:

The invoice for content licensed under this agreement must at a minimum include or be supplemented with the following information:

· Type of content claimed (video, words, pictures)

· Article IDs or links

· Video IDs for video invoices

· Title of caption

· Fee claimed if exclusively negotiated/applicable

Please note that standard rates apply where exclusive rates have not been agreed.