Agreement: the Order Form and these Terms and Conditions;
Digital Copies: either electronic copies of Licensed Material, in whole or part, which, are direct unaltered copies of the work copied and are made in accordance with the terms hereof.
Licence: the licence granted pursuant to clause 2;
Licensed Materials: the materials, as set out in the Order Form, whether in hard copy or digital format;
Order Form: the order form completed and signed by the parties or other written confirmation setting out the primary particulars of the arrangements agreed between the parties in respect of this Agreement.
Publication: as set out in the Order Form.
2.1 The Licensor hereby grants to the Licensee the non-exclusive right to reproduce (in electronic and hard copy format) and distribute the Licensed Material to third parties solely as part of the content comprising the Publication.
2.2 The exercise of the Licence is expressly conditional on the Licensee complying with such requirements as Incisive reasonably requires in respect of attribution of original source.
3.1 The Licensee shall be responsible for compliance with all applicable laws and the obtaining of any necessary third party consents not provided under the terms herein.
3.2 The Licensee may not:
4.1 The Licensee shall not edit, amend, manipulate, add to or delete from Digital Copies or shall it authorize the same.
4.2 No digital manipulation, whether by way of optical character recognition, morphing, colour or shade adjustment or any other form of manipulation, may be made of Digital Copies under the Licence.
4.4 Except as expressly permitted herein, no other copying, dissemination, publication, communication or making available to the public, repackaging or distribution, in any form, of Digital Copies, in whole or in part, is permitted.
4.5 Where any work (including an artistic work) appearing within the Licensed Material is provided in digital form pursuant to this Agreement, and includes the identity of the author or creator of the work, no Digital Copy of that work shall be made unless the Digital Copy incorporates the identity of such author or creator.
4.6 The Licensee shall delete from the hard drives of all its central and local servers any and all Digital Copies which may be stored there on notice from Incisive that it believes on reasonable grounds that the Licensed Material contained in the Digital Copies infringes copyright or is or may be defamatory, obscene or otherwise unlawful.
5.1 The Licensor represents, warrants and undertakes that it owns all right, title and interest in the intellectual property rights in the Licensed Material.
5.2 The Licensor shall indemnify the Licensee against all loss, damage, costs and expense arising as a result of any breach of the terms of clause 5.1 above.
6.1 If the Licensee commits any material breach of any of the provisions of the Agreement and remains in breach 28 days after receiving notice to remedy such breach the Licensor may terminate this Agreement forthwith.
6.2 The Licensor may terminate this Agreement immediately at any time by written notice to the Licensee if the Licensee:
(a) ceases to trade (either in whole, or as to any part or division involved in the performance of its obligations set out herein); or
(b) becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
(c) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;; or
(d) the ability of the Licensee’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of the Licensee’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
(e) any process is instituted which could lead to the Licensee being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
6.3 Except as required by applicable law, on termination of the Agreement for any reason the Licensee shall immediately delete permanently from its hard drives of all of its central and local servers any and all Digital Copies which may be stored there and on request from Incisive shall provide a witness statement confirming that it has done so.
7.1 The invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of the remaining provisions.
7.2 The Licensee may not assign or transfer any of its rights or obligations under the terms hereof. Incisive may assign or transfer any of its rights or obligations under this Agreement, provided it gives prior written notice to the Licensee.
7.3 No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such rights.
7.4 The terms set out in the Agreement constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any prior agreement between the parties relating to such subject matter. The Licensee shall have no remedy, and the Licensor shall have no liability, in respect of any statement (including any untrue statement), whether written or oral, made to it upon which it relied in entering into this Agreement unless such statement was an untrue statement made by the Licensor:
(a) knowing that it was untrue; or
(b) as to a fundamental matter, including a matter fundamental to the maker’s ability to perform its obligations under this license.
7.5 This Agreement shall be governed by, and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in connection with any disputes arising in connection with its terms and formation (including non-contractual obligations).
7.6 This Agreement may be executed by electronic signature. Each of the parties waives any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to the Agreement for the purposes of proceedings issued in respect of any of its terms.