1.1. In this Agreement the following capitalised words and expressions have the following meanings:
Agreement means the agreement between GML and Contributor relating to the Contributions, comprised of these Contribution Terms and Conditions together with the Term Sheet.
Contributor means the company or individual named in the Term Sheet.
GML means Gambit Media Limited whose registered address is at Forum House, 1st Floor, 15-18 Lime Street, London, United Kingdom, EC3M 7AN.
Members means members of the RLN Service.
RLN Content as defined in Clause 3.2.1.
RLN Service means the "Risk Leadership Network" member network for risk managers.
Term Sheet means the term sheet relating to the Contributions entered into between Contributor and GML.
1.2. In this Agreement any references, express or implied, to statutes or provisions are references to those statutes or provisions as amended or re-enacted from time to time. References to Clauses are to clauses in this Agreement. The terms include and including will be construed as illustrative, without limiting the sense or scope of the words preceding them. A reference to in writing or written includes email. References to a person include natural persons, companies, partnerships and any other organisations (whether or not in each case having separate legal personality).
Contributor agrees to deliver to GML the Contributions in accordance with such specifications and delivery requirements as may be agreed between GML and Contributor in writing from time to time.
3.1. As between Contributor and GML:
3.1.1 Contributor is and will remain the owner of the Contributions and GML will acquire no rights in or to the Contributions under or by operation of this Agreement save those rights granted to it under Clause 3.2; and
3.1.2 save to the extent the RLN Content incorporates elements of the Contributions as described in Clause 3.2.1, GML is and will remain the owner of the RLN Content and Contributor will acquire no rights in or to the RLN Content under or by operation of this Agreement.
3.2. Contributor hereby grants to GML the non-exclusive, irrevocable, worldwide right in perpetuity:
3.2.1. to create, whether 3.2.1 on its own account or in collaboration with third parties, original content which references, uses and/or aggregates information, insight and/or data from the Contributions (the RLN Content);
3.2.2. to reproduce, publish, make available, distribute and otherwise exploit the Contributions in their original form (subject to GML’s right under Clause 3.2.4) by means of the RLN Service both during Prototype Phase and following Launch;
3.2.3. to reproduce, publish, make available, distribute and otherwise exploit the RLN Content, incorporating the relevant elements of the Contributions, by means of the RLN Service and for promotional purposes in connection with the RLN Service;
3.2.4. to reformat (but not edit the substantive content of) the Contributions as necessary for use in the RLN Service; and
3.2.5. to enable Members to access, view and download the Contributions and the RLN Content via the RLN Service and to use the same for internal business purposes.
3.3. Contributor hereby waives (and if/as applicable will procure the waver of) any so-called “moral rights” in the Contributions that Contributor and/or any third party may have under the Copyright, Designs and Patents Act 1988 or equivalent laws under any other jurisdiction and Contributor agrees not to enforce (and if/as applicable will procure that no third party will enforce) any such rights against GML in any jurisdiction where such rights are incapable of waiver.
3.4. Contributor grants to GML the right to use Contributor’s name, logo, and approved biographical material for promotional, publicity and advertising purposes in connection with the RLN Service.
3.5. Contributor undertakes to do such acts and to execute such documents as may reasonably be required by GML in order to protect, perfect or enforce any of the rights granted or confirmed to GML in this Agreement.
Contributor agrees that (a) GML is under no obligation to exploit any of the Contributions; and (b) Contributor will have no right to bring any claim against GML for loss of opportunity to enhance Contributor’s reputation, loss of publicity, or otherwise as a result of any decision by GML not to use any or all of the Contributions.
5.1. GML warrants and represents that:
5.1.1. it is free to enter into this Agreement and to comply with its obligations under this this Agreement; and
5.1.2. it will use the Contributions only as permitted hereunder.
5.2. Contributor warrants and represents that:
5.2.1. it is free to enter into this Agreement and to grant to GML all rights and consents granted in this Agreement;
5.2.2. Contributor is not under any restriction or prohibition which might prevent or restrict Contributor from observing any of its obligations hereunder, or which might prevent or limit the grant of rights to GML hereunder;
5.2.3. the Contributions are original works and GML’s exploitation of the Contributions as permitted in this Agreement will not infringe the copyright or any other rights of any third party; and
5.2.4. no consents or permissions are required from Contributor or any third party in respect of GML’s use of the Contributions as permitted under this Agreement.
5.3. Each party (the Indemnifying Party) agrees to indemnify the other party (the Indemnified Party) from and against any and all expenses, costs, liabilities, losses or damages actually incurred by the Indemnified Party arising out of a breach by the Indemnifying Party of any of its representations, warranties, undertakings, or agreements contained in this Agreement.
Each party undertakes to the other that it will treat as confidential the terms of this Agreement together with all information whether of a technical nature or otherwise relating in any manner to the business or affairs of the other party, save (a) the Contributions and their contents, which may be used by GML as provided for under this Agreement, and (b) information which (i) is or becomes available to the public other than as a result of a breach of this Clause or (ii) is or becomes available to the receiving party from other sources free of restriction as to its use or disclosure.
7.1. This Agreement contains the entire understanding and agreement of the parties relating to its subject matter and supersedes in all respects any previous or other existing arrangements, agreements or understandings between the parties whether oral or written in relation to its subject matter.
7.2. Each party acknowledges that in entering into this Agreement it does not rely on, and irrevocably waives any right it has or may have in respect of, any representation which is not expressly set out in this Agreement, and each party irrevocably and unconditionally waives any right or remedy it has or may have to rescind this Agreement or to claim damages for any misrepresentation not contained in this Agreement, provided that nothing in this Agreement will limit or exclude any liability for fraud. Each party agrees that the only remedy available to it for breach of this Agreement will be for breach of contract and no party will be liable in tort or otherwise in respect of such breach.
7.3. This Agreement is personal to the parties hereto and neither party will, without the prior consent in writing of the others (not to be unreasonably withheld, delayed or conditioned), assign, sub-license, charge, transfer or otherwise deal with the whole or any part of this Agreement or its rights or obligations in this Agreement or purport to do the same other than to or in favour of any group company of such party.
7.4. No variation or agreed termination of this Agreement will be effective unless made in writing and signed by or on behalf of each of the parties.
7.5. In the event that any provision or part of a provision of this Agreement is, or is held to be, illegal, invalid, unenforceable or against public policy pursuant to a final adjudication by a court of competent jurisdiction such provision will be severed herefrom and the remainder of this Agreement will be deemed in full force and effect.
7.6. No failure or delay by any party in exercising any right or remedy under this Agreement will operate as a waiver of that right or remedy, and no single or partial exercise by any party of any right or remedy will preclude any further exercise of that right or remedy or the exercise of any other right or remedy. No waiver or discharge of any breach will be effective unless made in writing and signed by the party giving the waiver. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights and remedies provided in law or otherwise.
7.7. Neither party will be in breach of this Agreement nor bear any responsibility or liability for any losses arising out of any delay or failure in the performance of its obligations under this Agreement due to events beyond its reasonable control commonly referred to as events of force majeure PROVIDED THAT the defaulting party will promptly notify the other party of the nature and reasons for the delay or failure and will use its reasonable endeavours to mitigate the effects of any default as soon as possible. If any such force majeure event continues for a period of more than one month any party may terminate this Agreement by written notice to the other party without prejudice to the rights of the parties existing prior to such termination.
7.8. At its own expense each party will execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement and the rights expressed to be granted under this Agreement.
7.9. Nothing in this Agreement creates or will be deemed to have created a partnership or a joint venture or an agency agreement between the parties. Neither party will do anything to bind the other to any contract or to pledge the credit of the other party or to bind it to any obligation, commitment or liability, nor will represent itself as able to do so.
7.10. A person who is not a party to this Agreement will have no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.
7.11. Notices under this Agreement will not be valid unless in writing and sent to a party by first class recorded post or by email marked for the attention of the relevant person set out the Term Sheet.
7.12. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, is governed by and will be construed in accordance with the law of England and Wales. The parties irrevocably agree that the High Court of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.