SKY NEWS CONTENT LICENCE
Terms and Conditions
These terms and conditions of sale (“Terms”) relate to the ordering, delivery and supply of the "CONTENT LICENCE" from Australian News Channel Pty Limited to you.
1. In this Agreement "We", "Us" and "Our" means Australian News Channel Pty Limited ABN 28 068 954 478 and "You" and "Your" means the Customer named under "Customer Details" above. All other definitions set out above apply in these terms and conditions.
2. We grant to You a personal, limited, non-exclusive, non-transferable licence to use the copy of the Content we have supplied to You for a period of twelve (12) months from the Commencement Date (as defined below) (the “Licence Period”) in accordance with the terms of the Licence Package ticked above and this Agreement.
3. The Licence Package categories which may be selected by You are as follows:
a. Restricted Use (Personal) Licence – this may only be purchased by an individual who appears in the relevant interview;
b. Restricted Use (Business) Licence – this may be purchased by a business customer where an individual who appears in the relevant interview is an employee or representative of, or is otherwise connected to, the business;
c. Limited Public Use (Small Business) Licence – this may be purchased by business customers with less than 50 full-time employees at the time of entering into this Content Licence where an individual who appears in the relevant interview is an employee or representative of, or is otherwise connected to, the business; and
d. Limited Public Use (Large Business) Licence - this may be purchased by business customers with 50 or more full-time employees at the time of entering into this Content Licence where an individual who appears in the relevant interview is an employee or representative of, or is otherwise connected to, the business.
4. If You have been granted a Restricted Use (Personal) Licence, You may use the Content for personal use only (which shall include posting a copy on Your profile on a social media platform in a form that cannot be downloaded or copied).
5. If You have been granted a Restricted Use (Business) Licence, a Limited Public Use (Small Business) Licence or a Limited Public Use (Large Business) Licence You may broadcast or use the Content at Your workplace (including on Your business/workplace’s intranet) in the ordinary course of Your workplace's business and only for the purposes of:
a. the education of the employees of Your workplace; or
b. for internal promotion of Your workplace's business.
6. In addition to the rights set out in clause 5, if You have been granted a Limited Public Use (Small Business) Licence or a Limited Public Use (Large Business) Licence You may on a single occasion only, and subject to the restrictions set out in this Agreement, post or publish the Content publicly on Your business/workplace website or Your business/workplace profile on a social media platform in a form that cannot be downloaded or copied. For the avoidance of doubt the relevant restrictions in clause 11 shall still apply (except to the extent necessary for You to use the Content in the manner set out in this clause 6).
7. In consideration for the licence granted under this Agreement, You must pay Us the relevant Fee set out below (and as part of the Content Package) immediately upon signing this Agreement.
8. The Fees payable are as follows:
a. Restricted Use (Personal) Licence - $250.
b. Restricted Use (Business) Licence - $650.
c. Limited Public Use (Small Business) Licence – $1,000.
d. Limited Public Use (Large Business) Licence - POA.
together with, in all cases, an administration fee of $25 where the Content has expired before being downloaded by You and requires re-processing by Us to make such Content available again.
9. Any further use of the Content not expressly set out in the terms of the relevant Content Package and this Agreement (including, for example and without limitation, Your use of the Content in advertising) is not permitted under the licence categories set out above and shall be subject to a separately negotiated agreement between You and Us.
10. Following publication of the Content by You pursuant to the terms of this Agreement, You must notify Us of the website locations at which the Content has been made available by You and provided links to such websites as soon as reasonably practicably and in any event within 48 hours of publication.
11. Other than as expressly provided in this Agreement, You must not yourself, and must not permit any other person (including Your business/workplace) to:
a. sell, redistribute, exploit, broadcast, merge, reproduce, copy, translate, adapt, edit, shorten, vary or modify or otherwise deal with the Content in any form or for any purpose;
b. provide or otherwise make available the Content in any form to any other person; or
c. change the media or format of the Content into a media or format that can be downloaded.
12. For the avoidance of doubt You must only use the full, original and unedited version of the Content and are not permitted to use any other versions.
13. You must not use the Content in any way which (i) breaches or is likely to breach applicable law (including without limitation regarding broadcasting, advertising, privacy, data protection, anti-bribery and undue influence), (ii) infringes the intellectual property rights or privacy rights of any person or entity, (iii) is defamatory, libellous or slanderous, (iv) incites, advocates or condones violence, terrorism or the commission of criminal acts or (v) is otherwise offensive by objective standards of morality, decency or propriety generally accepted by reasonable adults.
14. We reserve the right to issue You with a notice to remove the Content from any and all platforms and websites where it has been published or is otherwise in use by You in circumstances when we are no longer able to licence the Content (or any part thereof) to You due to any rights issue or where we have any other reasonable legal, commercial or regulatory reason to do so (a “Take Down Notice”). Upon receipt of a Take Down Notice you must comply with the terms of such Take Down Notice and ensure the Content has been removed within 48 hours of receipt of the Take Down Notice. To the extent the terms of the Take Down Notice are not complied with within such period, You will be liable to Us for all liabilities, damages, costs and expenses which We may incur as a result of the failure to comply with the Take Down Notice. If such Take Down Notice is provided in the first 10 days of this Agreement, the fees paid by You will be refunded by Us proportionately to time passed and usage made by You from the Commencement date to the notice date.
15. This Agreement takes effect on the date we execute this Agreement (the “Commencement Date”) and will continue until the end of the Licence Period or We terminate it where:
a. You are in breach of any material term of this Agreement; or
b. You take or suffer any action on account of debt or are insolvent;
c. We issue a Take Down Notice; or
c. You use the Content on a social media platform or other third party website and the platform or website uses the content for its own purpose or in a way that is not compliant with this Agreement. In such circumstances, the rights to You shall immediately terminate and, upon Our request, You shall remove the Content from such platform or website.
16. Upon termination, You must destroy any remaining copies of the Content. Termination by Us will not affect any rights or remedies which We may have under this Agreement otherwise.
17. You acknowledge and agree that:
a. You do not own the Content; and
b. all Our rights (including copyright and other intellectual property rights), title and interest in the Content are retained by Us and You will not during, or at any time after the expiry or termination of this Agreement, permit any act which infringes that right, title and interest; and
c. any unauthorised public performance, broadcasting or communication to the public, or copying of all or any part of the Content is prohibited.
18. Subject to clause 14, Fees paid under this Agreement are non-refundable. Except as expressly provided in this Agreement, no warranty, condition, undertaking or term, whether express or implied, statutory or otherwise, as to the condition, quality, performance, merchantability or fitness for purpose of the Content is given or assumed by Us and all such warranties, conditions, undertakings and terms are hereby excluded.
19. Where any Act of Parliament implies any term into this Agreement, and that Act avoids or prohibits provisions in a contract excluding or modifying such term, that term will be deemed to be included in this Agreement, but Our liability for breach of that term will be limited, at Our option, to one of the following:
a. if the breach relates to goods: the repair, replacement or re-supply of the goods; or
b. if the breach relates to services: the supply of the services again.
20. You agree that, subject only to clause 19, We will not be liable for damages, including indirect, special, incidental or consequential damages (including loss of existing or anticipated revenue) in connection with or arising out of use of the Content, or otherwise in connection with this Agreement, even if We have been advised of the possibility of such damages.
21. In addition to clause 20, You agree that, subject only to clause 19, Our liability for all claims, in aggregate, which You may have against Us relevant to the Content (whether for breach of this Agreement, for negligence or otherwise), shall be limited to the amount paid by You to Us under this Agreement.
22. You indemnify Us fully against all liabilities, damages, costs and expenses which We may incur as a result of (i) a breach by You of this Agreement; (ii) as a result of any conduct by any person at Your business/workplace, which, if conduct by You, would constitute a breach of this Agreement; (iii) Your failure to comply with a Take Down Notice and (iii) your use of the Content provided to You under this Agreement. This indemnity is a continuing obligation and survives termination or expiration of this Agreement
23. You may not assign, sublicense or transfer any of Your rights, duties or obligations under this Agreement. Any purported assignment, sublicense or transfer in contravention of this provision is void.
24. A person or entity who is not a party to this Agreement between You and Us shall not have any rights to or under the Content Package and/or this Agreement by virtue of any third party contract rights legislation.
25. The illegality, invalidity or unenforceability or any part of this Agreement will not affect the illegality, validity or enforceability of the remainder.
26. Failure by Us to enforce at any time any of the provisions of this Agreement will not be construed or deemed to be a waiver of Our rights under this Agreement.
27. This Agreement constitutes the entire agreement between You and Us in relation to the Content and its licensing and to the extent permitted by law, supersedes any other oral or written communications, agreements or representations with respect to the Content.
28. The laws of New South Wales, Australia govern this Agreement.
29. Payments are only accepted by credit card (VISA, Mastercard and Amex), unless otherwise specified by Us.
30. All Product prices are listed in Australian dollars and include GST of 10%. We reserve the right to change prices of Products at our sole discretion.
31. We respect your privacy and will protect your personal information (eg your name, address and telephone number). Any personal information you submit is only used to process your order, unless you have indicated otherwise. If you would like to obtain further information on how we handle your personal information, please see our Privacy Policy at http://more.skynews.com.au/privacy-policy.
32. Subject to your rights and remedies available under the Trade Practices Act 1974 (Cth) or equivalent State legislation, we shall not be liable to you for any loss, damage, cost, expense or other claim, howsoever caused (including our negligence, or the negligence of our employees, agents or representatives) which arises out of or in connection with the Products.