Please read these terms and conditions carefully, they contain important information about your rights and obligations. They apply to ITV employees and relevant third parties. In the case of ITV employees, please refer to your Business Manager/Legal if in doubt about what permitted use you can make of the materials contained in the Website. You can print out these terms and conditions by clicking on the print icon on your browser.
1. INTRODUCTION
1.1 Please read these terms and conditions carefully before accessing the ITV Content and the Trade Marks (as defined below) using the Website operated by ITV Network Limited ("ITV") (Company Number: 00603893) whose registered office is at 200 Gray's Inn Road, London, WC1X 8HF.
1.2 In particular, ITV draw the proposed licensee of the ITV Content and the Trade Marks (the "Licensee") to clauses 4 (Password), 6 (Use of the Trade Marks and ITV Content) and 10 (Indemnity).
1.3 Without prejudice to the above, by clicking on the button marked "I Accept" when logging into the Website for the first time and/or by using or accessing http://brand.itv.com ("Website") to obtain the Trade Marks and the ITV Content, the Licensee agrees to be legally bound by the Agreement as it applies to the Licensee's use of or access to the Trade Marks, the ITV Content and the Website, and these terms and conditions as may be modified and posted on the Website from time to time.
1.4 ITV wishes to permit the Licensee to use the ITV Content and the Trade Marks on the terms of the Agreement. The Licensee acknowledges that the strict terms of this Agreement include protection of the valuable goodwill and reputation that ITV has developed in the Trade Marks. If the Licensee does not wish to be bound by these terms and conditions then the Licensee may not use the Website or the ITV Content or the Trade Marks.
2. DEFINITIONS
2.1 In this Agreement:
"Agreement" means these terms and conditions and the Confirmation Email;
"Confirmation Email" means the confirmation email sent to the Licensee by the ITV Representative which includes a password permitting access to the Website;
"ITV Content" means the short film clips, and any other material which may be the subject of copyright or other similar protection, set out on the Website from time to time, and all parts thereof, including any musical, literary or artistic work or any recording and performance incorporated in such film clips and the rights relating to any such works or materials;
"ITV Representative" means the authorised representative of ITV as may be identified in the Confirmation Email or otherwise notified to the Licensee;
"Media" means the advertising material, television, or other medium upon which the Trade Marks and/or the ITV Content are to be used by the Licensee;
"Permitted Uses" means the creation and production of advertisements or other promotional materials for ITV's goods and services and to promote ITV's business as instructed by ITV;
"Specifications" means the specifications for the use of goods and services relating to any Trade Mark as set out in the Schedule, as amended from time to time, or on the Patent Office website at www.patent.gov.uk;
"Style Guide" means the guidance included within the Website and any other guidance issued by ITV to the Licensee setting out the conditions attaching to the use of the Trade Marks and the ITV Content made available on the Website;
"Territory" means the United Kingdom of Great Britain and Northern Ireland; and
"Trade Marks" means the trade marks included on the Website from time to time (including any such marks used in the ITV Content), which are listed in Schedule 1, as may be amended from time to time, and/or which are proprietary to ITV and any reference to "the Trade Marks" shall include a reference to any one of them.
2.2 The headings in this Agreement are inserted only for convenience and shall not affect its construction.
3. RIGHTS GRANTED AND TERRITORY
3.1 ITV grants to the Licensee, on the terms set out in this Agreement, a royalty-free, non exclusive, non-assignable, non-sublicensable, revocable licence for the duration of this Agreement:
3.1.1 to use the Trade Marks within the scope of the Specifications; and
3.1.2 subject to clause 4.2 below, to use the ITV Content,
in each case where such use is in the Territory for the Permitted Uses and in accordance with the Style Guide.
3.2 The licence is personal to the Licensee and the grant does not include any right to grant sub licences or for the Licensee to have any products manufactured for it by any third party incorporating the Trade Marks or the ITV Content.
4. CONSENT TO USE THE TRADE MARKS, THE ITV CONTENT AND PASSWORD
4.1 Access to the Website and the ability for the Licensee to use the Trade Marks will be given by the ITV Representative in the Confirmation Email. The express consent in writing of the ITV Representative is required for any intended use of the Trade Marks which is not in accordance with the Style Guide, within the scope of the Specifications or which is in addition to the Permitted Uses.
4.2 Access to the Website and the ability for the Licensee to view the ITV Content will be given by the ITV Representative in the Confirmation Email. For the avoidance of doubt, the Licensee shall not be entitled to download any of the ITV Content displayed on the Website. Should the Licensee wish to download any of the ITV Content the Licensee must send a request in writing to the ITV Representative at brand@itv.com who may, in his sole discretion, give his express consent in writing specifying which of the ITV Content may be downloaded, and who shall ensure the Licensee is given access to carry out the permitted downloads. The express consent in writing of the ITV Representative shall further be required for any intended use of the ITV Content which is not in accordance with the Style Guide.
4.3 The Licensee is solely responsible in all respects for all use of and for protecting the confidentiality of any username and password that may be given to it by ITV for use of the Website.
4.4 The Licensee may not share these with or transfer the password or username to any third parties. The Licensee must notify ITV immediately of any unauthorised use of them or any other breach of security regarding the Website that comes to the Licensee's attention.
5. DURATION
5.1 This Agreement shall commence on the date that the Agreement is accepted by the Licensee as indicated under clause 1.3 above (the "Commencement Date") and shall, unless terminated in any of the circumstances of clause 9 of this Agreement, continue in force until terminated by ITV by giving to the Licensee at least 14 days' notice in writing at any time and, in any event, at the end of six months from the Commencement Date.
6. USE OF THE TRADE MARKS AND ITV CONTENT
6.1 All use of the Trade Marks by the Licensee shall be for the benefit of ITV and the goodwill arising from the Licensee's use of the Trade Marks (but no greater or other goodwill) shall accrue automatically to ITV.
6.2 Whenever the Trade Marks are used by the Licensee they shall be accompanied by wording to show that they are registered trade marks (or as the case may be, trade marks) used by the Licensee with the permission of ITV: the terms of such wording and its placing shall be as reasonably requested by ITV.
6.3 Whenever the ITV Content is used by the Licensee it shall be accompanied by wording acknowledging that the copyright and all other rights in the ITV Content belongs to ITV: the terms of such wording and its placing shall be as reasonably requested by ITV.
6.4 The Licensee shall use the Trade Marks and the ITV Content in the form stipulated by ITV and shall observe any reasonable directions given by ITV as to colours and size of the representation of the ITV Content and the Trade Marks and their manner and disposition on the Media.
6.5 The Licensee shall fully comply with the Style Guide and any other conditions and standards issued with the Trade Marks and the ITV Content by ITV and shall not bring the Trade Marks into disrepute. The Licensee shall keep confidential, both during this Agreement and after its termination, any information supplied to it which ITV designates as being confidential at the time it is supplied and shall only make use of and disclose such information as expressly permitted by ITV.
6.6 If requested by ITV the Licensee shall submit designs for the Media and of all printed materials using the ITV Content or the Trade Marks to ITV for approval as to the manner and the context of the intended use of the Trade Marks and the ITV Content and shall not make use of any such designs or materials until they have been approved by the ITV Representative in his sole opinion. The Licensee shall however be responsible for ensuring that all other requirements relating to advertising, marketing and other such matters are complied with.
6.7 The use of the Trade Marks by the Licensee shall at all times be in keeping with and seek to maintain their distinctiveness and reputation as determined by ITV, and the Licensee shall forthwith cease any use not consistent therewith as ITV may reasonably require.
6.8 The Licensee shall not use any mark or name confusingly similar to the Trade Marks in respect of any use identical or similar to use in relation to the Specifications and shall not use the Trade Marks on any goods or services other than as set out in the Specifications.
6.9 The Licensee shall not use the Trade Marks as part of any corporate business or trading name or style of the Licensee and shall not seek to register any domain name, company name or trade mark incorporating the Trade Marks.
7. OWNERSHIP OF THE TRADE MARKS AND THE ITV CONTENT
7.1 The Licensee undertakes not to do or permit to be done any act which would or might jeopardise or invalidate any
registration of the registered Trade Marks or application therefor nor to do any act which might assist or give rise to an application to remove any of the registered Trade Marks from the register of trade marks or which might prejudice the right or title of ITV to any of the Trade Marks or ownership of or subsistence of rights in the ITV Content; provided that (notwithstanding any provision to the contrary contained in this Agreement) the Licensee shall have the right either alone or with others to seek a declaration or other order from a court or other authority having competent jurisdiction that, by reason of acts or omissions (other than those done by the Licensee in breach of its obligations hereunder), the registration of any of the registered Trade Marks is invalid.
7.2 The Licensee will on request give to ITV or its authorised representative any information as to its use of the Trade Marks which ITV may require and will (subject to the provisions of clause 8 below) render any assistance reasonably required by ITV in maintaining the registrations of the registered Trade Marks or in prosecuting any application therefor.
7.3 The Licensee will not make any representation or do any act which may be taken to indicate that it has any right title or interest in or to the ownership or use of any of the Trade Marks or the ITV Content except under the terms of this Agreement, and acknowledges that nothing contained in this Agreement shall give the Licensee any right, title or interest in or to the Trade Marks save as granted hereby.
7.4 The Licensee shall assist ITV as may be reasonably necessary (including by executing any necessary documents) in recording the Licensee as a licensee of the registered Trade Marks on the register of trade marks (including such of the applications as mature into registrations during the period of this Agreement), and the Licensee hereby agrees that such entry may be cancelled by ITV on termination of this Agreement, for whatever reason, and that it will assist ITV so far as may be necessary to achieve such cancellation including by executing at the request of ITV any documents necessary for that purpose.
8. INFRINGEMENTS
8.1 The Licensee shall as soon as it becomes aware thereof give ITV in writing full particulars of any use or proposed
use by any other person, firm or company of a trade name, trade mark or get up of goods or mode of promotion or advertising which amounts or might amount either to infringement of ITV's rights in relation to the ITV Content or the Trade Marks or to passing off.
8.2 If the Licensee becomes aware that any other person, firm or company alleges that the Trade Marks are invalid or that use of the Trade Marks or the ITV Content infringes any rights of another party or that the Trade Marks are otherwise attacked or attackable the Licensee shall immediately give ITV full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.
8.3 ITV shall have the conduct of all proceedings relating to the ITV Content and the Trade Marks and shall in its sole discretion decide what action if any to take in respect of any infringement or alleged infringement of the ITV Content or the Trade Marks or passing off or any other claim or counterclaim brought or threatened in respect of the use of the ITV Content or the use or registration of the Trade Marks. The Licensee shall not be entitled to bring any action for infringement under sections 30 or 31 of the Trade Marks Act 1994 or section 101A of the Copyright, Designs and Patents Act 1988, and ITV shall not be obliged to bring or defend any proceedings in relation to the ITV Content or the Trade Marks if it decides in its sole discretion not to do so.
8.4 The Licensee will at the request of ITV give full co operation to ITV in any action, claim or proceedings brought
or threatened in respect of the ITV Content or the Trade Marks and ITV shall meet any reasonable expenses incurred by the Licensee to third parties in giving such assistance.
9. TERMINATION
9.1 ITV may terminate this Agreement without prejudice to its other remedies forthwith by notice in writing to the Licensee if the Licensee:
9.1.1 breaches either clauses 3.2, 6.4, 6.8 or 7.1, as determined by ITV in its sole discretion; or
9.1.2 the Licensee challenges the validity of or seeks to revoke any registrations for the Trade Marks or challenges the subsistence, or ITV's ownership, of rights in the ITV Content; or
9.1.3 if there has been or ITV reasonably suspects that there has been a breach of clause 4.3; or
9.1.4 commits a breach of this Agreement; provided that if the breach is capable of remedy the notice shall only be given if the Licensee shall not have remedied the same within 7 days of having been given notice in writing specifying the breach and requiring it to be remedied; or
9.1.5 is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrative receiver or an administrator appointed of its assets or uses or applies for the out of court administration procedure or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts or if anything analogous to the above occurs in any jurisdiction.
9.2 Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages from the other.
9.3 Upon the termination of this Agreement for whatever reason the Licensee shall cease to make any use of the ITV Content and the Trade Marks and destroy any Media, copies of any of the Trade Marks or any ITV Content stored on any hard drive or other storage device or on any website, username or password on the request of ITV.
9.4 All provisions of this Agreement which in order to give effect to their meaning need to survive its termination shall remain in full force and effect thereafter.
10. LIABILITY AND INDEMNITY
10.1 The Licensee shall be liable for and will indemnify ITV (together with its officers, servants and agents) against any and all liability, loss, damages, costs, legal costs (on an indemnity basis), professional and other expenses of any nature whatsoever incurred or suffered by ITV whether direct or consequential (including but without limitation any economic loss or other loss of profits, loss of data, business or goodwill) arising out of:
10.1.1 a breach by the Licensee of the Agreement; or
10.1.2 which may be made or brought against or incurred by ITV by reason of any loss, injury or damage caused by or arising directly or indirectly out of the Licensee's possession, provision, operation, use, exhibition, purported sub-licensing, marketing performance, distribution, exploitation, removal, transportation of any part of the ITV Content or the Trade Marks (including alterations made to such ITV Content or Trade Marks) including any infringement of any copyright, confidential information or other intellectual property rights of any third party or which may be made or brought against or reasonably incurred by ITV howsoever or wheresoever directly or indirectly as a result of it having entered into this Agreement; or
10.1.3 any dispute or contractual, tortious or other claims or proceedings brought against ITV by a third party claiming relief against ITV by reason of the use of the ITV Content or the Trade Marks by the Licensee in breach of this Agreement,
10.2 Except insofar as any such claims may arise from:
10.2.1 any breach of this Agreement by ITV; or
10.2.2 any invalidity or defect in the title of ITV to the ITV Content or the Trade Marks not caused by any act or default of the Licensee; or
10.2.3 from the instructions given to the Licensee by ITV provided such instructions have been properly carried out by the Licensee.
10.3 The ITV Content is provided "AS IS" and on an "IS AVAILABLE" basis without any representations or any kind of warranty made (whether express or implied by law) to the extent permitted by law, including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
10.4 Under no circumstances will ITV be liable for any of the following losses or damages (whether such losses were foreseen, foreseeable, known or otherwise): (a) loss of data; (b) loss of revenue or anticipated profits; (c) loss of business; (d) loss of opportunity; (e) loss of goodwill or injury to reputation; (f) losses suffered by third parties; or (g) any indirect, consequential, special or exemplary damages arising from the use of the Website regardless of the form of action.
10.5 ITV does not warrant that functions contained in the Website content will be uninterrupted or error free, that defects will be corrected, or that the Website or the server that makes it available are free of viruses or bugs.
11. BARRING FROM THE WEBSITE
11.1 ITV reserves the right to bar the Licensee from the Website, on a permanent or temporary basis at its discretion.
The Licensee shall be notified and must not then attempt to use the Website or any of the ITV Content or the Trade Marks under any other name or through any other Licensee.
12. GENERAL
12.1 ITV may assign, novate or subcontract any or all of its rights and obligations under this Agreement and where permitted at any time. The Licensee may not assign, transfer, sub-licence or otherwise dispose of its rights under this Agreement.
12.2 ITV may alter these terms and conditions from time to time and post the new version on the Website, following which all use of the Website and the ITV Content and the Trade Marks will be governed by that version. The Licensee must check the Website regularly.
12.3 If any provision or term of these terms and conditions shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.
12.4 The Agreement constitutes the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements between them relating to the subject matter of this Agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly contained in this Agreement and no change may be made to it except in writing signed by duly authorised representatives of both parties. This sub-clause does not exclude any liability for fraud or fraudulent misrepresentation.
12.5 No failure or delay on the part of either of the parties to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy as the case may be. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
12.6 The text of any press release or other communication to be published by or in the media concerning the subject matter of this Agreement shall require the approval of each of the parties.
13. NOTICES
13.1 All communication and notices, unless otherwise stated, shall be given:
13.1.1 to the ITV Representative, via e-mail to brand@itv.com or in writing to the ITV Representative, ITV Design, ITV
plc, 2nd Floor, Franciscan Court, 16 Hatfields, London SE1 8DJ (the ITV Representative may also be contacted by telephone on 0207 827 7485, or such other telephone number as may be notified to the Licensee, but any notice given orally shall not amount to due notice under this Agreement);
13.1.2 to the Licensee at either the e-mail or postal address you provide during any ordering or collection of details process.
13.2 Notice will be deemed received when an email is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.
14. LEGAL JURISDICTION AND DISPUTE RESOLUTION
14.1 English law shall apply to these terms, notwithstanding the jurisdiction where you are based. You irrevocably
agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with this Agreement and for those purposes irrevocably submit all disputes to the jurisdiction of the English courts. The place of performance shall be England.
14.2 ITV make no warranty or guarantee that the Website or information available over it complies with laws other than
those of England.