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General Agreement
TOTA and Collaborators

Rights and License to Use

  1. The Collaborator shall retain all copyright and all other right, title and interest in its Content other than as assigned to TOTA in this agreement. Subject to this Agreement, Collaborator grants to TOTA a non-exclusive, worldwide license to upload Collaborator Content on to its server and use, reproduce, transmit and publicly display the Content on the TOTA Platform. This license will be in effect for a minimum of three years and will be automatically renewed for subsequent three year periods until TOTA receives written notice of removal.
  2. Collaborator grants a perpetual and worldwide license to:
    • Store the Content in TOTA’s internal archives; and
    • Publish and transmit the Content on the TOTA Platform.
  3. Collaborator grants to TOTA the right to authorize its partners to distribute or license the distribution of the Collaborator Content for the licensed acts and purposes.
  4. TOTA will not publish any Collaborator Content until Collaborator has confirmed it has sufficient rights to the Content.
  5. The parties shall discuss in good faith the procedure for the Collaborator supplying content and TOTA receiving it.
  6. TOTA may edit or modify Collaborator Content to meet business needs. TOTA may change the headline, standfirst and add pictures and captions to the Collaborator Content but shall make no changes to the body of the Collaborator Content without notifying Collaborator. If the Collaborator objects to the changes made, TOTA shall remove them with immediate effect. If the Collaborator does not object within two weeks of TOTA notifying them, TOTA is free to use its changes.
  7. TOTA may use Collaborator Content for marketing purposes, unless expressly forbidden by the collaborator.
  8. This agreement shall cover all content, present and future, provided the by Collaborator. End users of Collaborator Content may view, print and download the Content for their own personal, educational or academic use only.

Logos and Credits

  1. TOTA may display the Collaborator Logo on TOTA Platforms. The Collaborator shall retain all right, title and interest in its name, logo and trademarks worldwide.
  2. TOTA shall publish a credit alongside each item of the Collaborator Content.

Display and Removal of Content

  1. TOTA acknowledges that occasionally the Collaborator may need to remove certain parts of the Content for legal reasons and TOTA shall, on receipt of a notice from the Collaborator, immediately remove from TOTA Platform any part of the Content identified in such notice.
  2. TOTA reserves the right to remove content and will inform the collaborator within a week after the removal. Content that is out of date will be removed or replaced with an updated version.
  3. If content hosted on an external site is removed, the author must inform TOTA at least 30 days before removal, or as soon as they are made aware of its removal.

Confidentiality

  1. Collaborator shall both during and after the expiring or termination of this Agreement:
    • protect and treat confidentially all confidential, trade secret or proprietary information regarding TOTA, including technical, commercial, financial and other information obtained from TOTA with this Agreement or with the negotiations leading to it; and
    • not disclose to any person or company, publish, or use for Collaborator’s own purpose, without the previous written consent of TOTA, any of TOTA’s confidential information, the existence of any term of this Agreement (other than terms already set out in the public domain by TOTA), or the existence of any information about any dispute or disagreement between the parties; and
    • disclose such documents and information to third parties only so far as it is necessary for performing this Agreement; and/or to Collaborator’s professional advisers; and/or as required by law.
  2. The obligations of confidentiality set out above shall not apply to any documents or information which Collaborator can show:
    • at the time of their acquisition were in, or later have come into, the public domain, other than following a breach of this clause; or
    • Collaborator knew before first disclosure to Collaborator by TOTA; or
    • Collaborator received independently from a third party with the full right to disclose.
  3. The Confidentiality section shall survive any termination or expiration of the Agreement (for whatever cause or reason).
  4. If Collaborator is in the United States, under the Defend Trade Secrets Act of 2016, Collaborator shall not be held criminally, or civilly, liable under any Federal or State trade secret law for disclosing a trade secret made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, solely to report, or investigating, violating law.

Warranties and Exclusions

  1. The Collaborator warrants it has full right, title and authority to license the Content to the extent set out in this Agreement and that the Content shall infringe no third-party intellectual property rights.
  2. The Collaborator will indemnify TOTA for any claims arising from third parties regarding infringement of any third-party claim of ownership, license or copyright to Collaborator Content provided to TOTA.
  3. The Collaborator shall not be liable (and excludes liability) for the consequences of any inaccuracy, interruptions or errors in the Content.
  4. Each party shall be individually responsible for virus detection and the development, operation and maintenance of their respective websites and for imposing disclaimers on end users of the Website.
  5. The Collaborator does not provide the Content for any specific purpose or persons.
  6. Some of the Content may contain links to websites provided by independent third parties. The Collaborator is not responsible for the availability or content of such sites and shall not be responsible for any transaction about goods or services available from those sites.
  7. TOTA shall promptly inform the Collaborator if any claim occurs by a third party in relation to the Content, and TOTA shall comply with the reasonable requests of the Collaborator in relation to such claim.

Exclusion of Liability

  1. Neither party shall be liable to the other for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Content, even if one party has advised the other of the possibility of such damages.

Termination

  1. Either party may terminate this Agreement by giving written notice to the other in only these events:
    • if the other party commits any breach of the terms and fails to remedy that breach within 7 days after notice from the other party; or
    • by court order.
  2. On termination of this Agreement the rights and obligations of the parties shall terminate except that Clauses 6 and 7 in the Rights and License to Use section shall survive any termination or expiration of this Agreement.

General

  1. Any notice under this Agreement shall be in writing to the Contact specified in this agreement and may be delivered to the other party or sent by pre-paid post or email to the address of that party as specified by the Collaborator at the time of signing.
  2. The parties do not intend for any third party to have any rights under this Agreement by the Contracts (Rights or Third Parties) Act 1999 or otherwise.
  3. A party shall not be liable for any failure or delay in performing its obligations under this Agreement if this failure or delay results from any cause or circumstance beyond the reasonable control of that party and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If from force majeure a party cannot perform all or any part of its obligations under this Agreement for 20 working days, the other party may terminate this Agreement immediately by written notice.
  4. Neither party shall assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent.
  5. This Agreement represents the entire terms agreed between the parties in relation to its subject. Any variation to this Agreement must be agreed in writing by the parties.
  6. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties. No party shall have the authority to bind the other party or to contract in the name of or create a liability against the other party for any purpose.
  7. No failure or delay by any party in exercising its rights under this Agreement shall operate as a waiver of that right nor shall any single or partial exercise by either party of any right preclude any further exercise of any other right.
  8. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain unaffected and in force.
  9. This Agreement shall be governed by and interpreted under the laws of the State of Washington. Each party irrevocably submits to the exclusive jurisdiction of the courts of the State of Washington over any claim or matter arising under or in connection with this Agreement.