Archant Community Media Limited Rights Holder Charter

Archant Community Media Limited Rights Holder Charter

Version: March 2015

Introduction

This Rights Holder Charter (“Charter”) sets out the terms and conditions governing the relationship between Archant Community Media Limited (“ACML”) and an individual or company making a Contribution to ACML (“Rights Holder”). The purpose of this document is to ensure that the Charter terms are incorporated into to all Contracts with each Rights Holder, so both parties are clear as to how ACML may use content. This Charter does not apply to content submitted:

  • using a feature or interactive service that allows the individual to upload to and display content on any of ACML’s websites (including social sites), apps, WAP sites or any web address owned or operated by ACML as may link to the terms accessible at [Link to website T&C’s] (User-Generated Content (“UGC”)); or

  • using iWitness24 where the iWitness24 terms apply [Link to iWitness24 terms]. This Charter applies to all Rights Holder Contributions, except where the Rights Holder is already subject to a separate written agreement with ACML in relation to Contributions, or where ACML has agreed in writing to vary or amend the Charter due to exceptional circumstances. Formation of the Contract

By sending ACML a Contribution you are making an offer to ACML to use the Contribution. ACML’s use of the Contribution is acceptance of your offer and creates a Contract on the terms of this Charter. Submission of a Contribution by you is an acknowledgement that you agree to the terms of this Charter. If you do not agree to the Charter you must email us as soon as possible to raise your objection and withdraw your submitted Contribution, otherwise you will be deemed to have accepted the Charter terms.

Definitions

Contract: the agreement between ACML and the Rights Holder relating to the Contribution incorporating this Charter and the Special Terms (where applicable);

Contribution: material (written, audio, visual, video or audiovisual) created by the Rights Holder and will be classified as either Material You Send Us or Material We Request From You; Credit: for Material You Send Us “© [insert name of Rights Holder and Year]”;

Publication: means one or more publications owned or operated by ACML;

Licence: the licence granted by the Rights Holder to ACML as set out in the Licence sections of this Charter;

Personal Data: has the same meaning as provided in section 1 of the Data Protection Act 1998;

Material You Send Us: a Contribution as set out under the Material You Send Us paragraph;

Material We Request From You: A Contribution as set out under the Material We Request From You paragraph;

Rights Holder: name of the of the individual or company which has created the relevant Contribution;

Special Terms: written terms between ACML and the Rights Holder relating to the Contribution that are not set out in this Charter and/or vary this Charter; and

User-Generated Content: content submitted by an individual through a feature that allows the individual to upload material to any of Archant’s websites or social sites.

Conflict with other Agreements

If there is any inconsistency between any of the provisions of this Charter and the Special Terms, the Special Terms shall prevail. To be clear, where no Special Terms are agreed in writing, the Charter will apply without variation.

Sending us a Contribution – The information Rights Holders please provide To ACML

When sending us a Contribution, please provide the following information:

  • Your Full Name;

  • Your Full Address; and

  • Your Contact Telephone Number and Email Address.

We will not be able to provide Credits where a Rights Holder has not provided the relevant information.

Material You Send Us

Material You Send Us is a Contribution that is received by ACML from a Rights Holder. The Contribution may be solicited or unsolicited. The following are examples of Material You Send Us:

  • ACML has seen the Rights Holders’ photograph on a third party website. ACML contacts the Rights Holder and asks to use the photograph. (Solicited)

  • A Rights Holder speculatively submits a range of photographs to ACML for ACML’s use. The Editor may or may not decide to use one or more of the photographs. (Unsolicited) Material You Send Us does not include UGC, Material We Request You To Send Us or material that is governed under any other relationship between the Rights Holder and ACML.

ACML is under no obligation to accept any Material You Send Us for review and if accepted for review is under no obligation to offer a Contract. Should ACML decide that it wishes to use the Contribution, it will be governed by the terms of this Charter. ACML is under no obligation to use the Contribution. If you wish to submit a speculative Contribution to us, please contact the appropriate ACML title. Please note that ACML will not be able to acknowledge receipt of your Contribution and any submission is at the Rights Holder’s own risk.

Material You Send Us – Licence Terms

ACML believes that Material You Send Us is the Rights Holder’s property and that the Rights Holder should not need to give up all its rights for the Contribution to be used by ACML. Therefore, by sending us a Contribution, the Rights Holder grants the following irrevocable licence in perpetuity to ACML:

  • The right to publish, reproduce, licence and sell the Contribution as part of the Publication throughout the world in the following formats:

    -- the physical printed Publication;

    -- in a replica layout in any electronic format of the Publication;

    -- on the ACML website version of the Publication;

    -- in any ACML apps delivering the Publication to a reader; and

    -- on any ACML social media pages.

    -- The right to publish extracts or the whole of the Publication (which may include the Contribution) when promoting ACML’s business or subscriptions in media advertisement, show cards and other promotional aids.

  • The Right to authorise The Newspaper Licensing Agency and similar reprographic rights organisations in other jurisdictions (“RROs”) to distribute or license the distribution of your Contribution throughout the world in any language(s) for RROs’ licensed acts and purposes as amended from time to time, and to keep available your Contribution through such RROs.

  • The unlimited right to amend, edit, select, crop, retouch, add to or delete any part of the Contribution, in any format, whether electronic or otherwise, including the right to remove or amend any meta data associated with the Contribution.

  • The right to store the Contribution electronically. In return for the licence granted in relation to the Material You Send Us, ACML will endeavour to provide the Credit with the Contribution. The licence granted to ACML shall survive any termination of the agreement between ACML and the Rights Holder.

Material We Request From You

Material We Request From You is a Contribution that has specifically commissioned by ACML. ACML will contact a Rights Holder and commission them to provide a Contribution in relation to a brief. An example of Material We Request From You is:

  • ACML needs a photograph of a country building. ACML instructs the Rights Holder to attend the venue and take picture of the building.

Material We Request From You does not include UGC, Material You Send Us or material that is governed under any other relationship between the Rights Holder and ACML. The Rights Holder will provide its own equipment and materials to fulfil its obligation for Material We Request From You. ACML is under no obligation to use the Contribution.

Material We Request From You – Assignment and Licence

ACML believes that Material We Request From You should be ACML’s property as ACML has requested the Rights Holder’s services and instructed them to create the Contribution on its behalf. However, ACML acknowledges that the Right Holder may need a licence from ACML to use the Contribution for limited purposes.

Therefore, in submitting Material We Request From You to ACML, the Rights Holder assigns to ACML with full title, right and interest all existing and future intellectual property rights in the Contribution. In return, ACML will endeavour to give a Credit to the Rights Holder and ACML grants the Rights Holder a non-exclusive, non-transferable licence to use the Contribution in its own online and offline portfolio, provided that the following copyright notice is applied to the Contribution “© Archant Community Media Limited used under limited licence”.

General notes about Rights

Any rights granted to ACML or the Rights Holder under this Charter shall survive termination of the Contract for any reason.

Rights Holder Promises

The Rights Holder promises:

  • that it owns the Contribution and / or is (and will continue to be) authorised to grant the rights to ACML;
  • nothing in the Contribution is blasphemous, discriminatory, defamatory, untrue, misleading or unlawful;

  • that the Contribution complies with the Independent Press Standards Organisations Editors’ regulations and Code of Practice;

  • the Contribution does not contain any virus, Trojan horse, hidden computer software or similar;

  • the Contribution does not infringe the intellectual property rights of any third party;

  • where the Contribution contains Personal Data, all the necessary consents in compliance with the Data Protection Act 1998 have been obtained;

  • where the Contribution contains images of children under the age of 16, written parental consent has been obtained and can be provided on request; and

  • maintain and comply with, at all times, the highest ethical standards in the preparation, creation and delivery of the Contribution.

Complaints

In the event that a complaint is raised in relation to a Contribution, the Rights Holder agrees to co-operate fully with any internal or external investigation or process.

Status

The Rights Holder is an independent contractor and nothing in the Charter shall render the Rights Holder an employee, worker, agent or partner of ACML. The Rights Holder is responsible for any taxes/national insurance payable in relation to any services provided under the Charter.

Indemnity

The Rights Holder shall keep ACML indemnified in full against all loss incurred or paid by ACML as a result of or in connection with any claim made against ACML by a third party:

  • arising out of, or in connection with the Contribution, to the extent that such claim arises out of the breach of this any terms of this Charter (including any Special Terms); and

  • for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with the use of the Contribution except in so far as the claim arises as a result of changes made by ACML or a breach of the Licence by ACML.

Variation of the Charter

No variation of any term of this Charter will be effective, unless it is set out in writing (letter, fax or email) and signed by a relevant employee of ACML. If you wish to submit a Contribution and are unable to agree with the terms of this Charter or if you have any questions regarding this Charter, please contact a relevant employee the publication.

Problems & Disputes

In the event of a problem or dispute in relation to a Licence and/or in connection with this Charter, in the first instance the Rights Holder and the Editor will look to resolve the dispute amicably. Application of the Charter Unless otherwise agreed, this Charter shall be interpreted in accordance with the laws of England and Wales and English courts will have exclusive jurisdiction.

© Archant Ltd 2013