3.1 GNM shall display the Partner Logo on the GNM Platforms in form supplied by the Partner. The Partner shall retain all right, title and interest in and to its name, logo and trade marks worldwide.
3.2 The Partner shall display the GNM Logo in the form supplied by GNM on the front page of the Partner Website. GNM shall retain all right, title and interest in and to its name, logo and trade marks worldwide
4.1 GNM shall not be under any obligation to display the Content.
4.2 Partner shall inform GNM if there is a legal issue or complaint concerning any of the Content published on the GNM Platforms pursuant to this Agreement as soon as possible.
5.1 Where a share of Net Advertising revenues (“SONAR”) is agreed, the SONAR shall be based on:
5.1.1 the page impressions that the Content receives on the Guardian network of websites (“Website”);
5.1.2 the Net Revenues received by GNM at the prevailing CPM rate for the respective month of the Term where
5.1.2.1 “CPM” means the cost to advertisers of GNM serving 1,000 ad impressions; and
5.1.2.2 “Net Revenues” means revenues from advertisers throughout the world in relation to advertisements that are received by GNM, less advertiser/agency discounts, ad serving costs and any applicable duties or taxes.
5.2 On a monthly basis in arrears over the Term GNM shall provide to Partner reports on page impressions on the Website, unique users on the Website and Net Revenues for the Content. GNM shall use reasonable efforts to make payment to the Partner within thirty (30) Business Days of the end of each calendar month of the Term where “Business Day” shall mean a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business unless the SONAR owing is less than GBP 20.00 in which event the SONAR shall be carried over to the following month(s) until such time as the SONAR reaches GBP 20.00 in aggregate.
5.3 GNM shall be responsible for selling advertising on the Content. No SONAR shall be payable in respect of:
5.3.1 house advertisements which may be published on occasion; and
5.3.2 cancelled or rejected advertisements, regardless of the time and method of rejection or cancellation.
5.4 GNM reserves the right to grant any discounts to advertisers for network advertisements and for setting the rates for any other advertisements.
5.5 GNM’s policies on payment as set out here are incorporated into this Agreement and shall apply to all payments pertaining to this Agreement.
Status of Contributors and Suppliers as Independent Contractors
7.1. Partner undertakes both during and after the expiring or termination of this Agreement:
a) to protect and treat confidentially all confidential, trade secret or proprietary information regarding GNM, including technical, commercial, financial and other information which is obtained from GNM in connection with this Agreement or with the negotiations leading up to it; and
b) not to disclose to any person or company, publish, or use for Partner’s own purpose, without the previous written consent of GNM, any of GNM’s confidential information, the existence of any term of this Agreement (other than terms already set out in the public domain by GNM), or the existence of any information about any dispute or disagreement between the parties; and
c) to disclose such documents and information to third parties only so far as it is necessary:
i) for the performance of this Agreement; and/or
ii) to Partner’s professional advisers; and/or
iii) as required by law.
7.2. The obligations of confidentiality set out above shall not apply to any documents or information which Partner can show:
a) at the time of their acquisition were in, or at a later date have come into, the public domain, other than following a breach of this Clause; or
b) Partner knew prior to first disclosure to Partner by GNM; or
c) Partner received independently from a third party with the full right to disclose.
7.3. The provisions of the Confidentiality section shall survive any termination or expiration of the Agreement (for whatever cause or reason).
7.4. If Partner is in the US, pursuant to the Defend Trade Secrets Act of 2016, Partner shall not be held criminally, or civilly, liable under any Federal or State Trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law.
Moreover, Partner may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if Partner files a lawsuit alleging retaliation by GNM for reporting a suspected violation of the law, Partner may disclose the trade secret to Partner’s attorney and use the trade secret in the court proceeding, if Partner files any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order.
Partner further understands that no sections in this Agreement, is intended to or shall limit, prevent, impede or interfere with Partner’s right, without prior notice to GNM, to provide information to the government, participate in investigations, testify in proceedings regarding GNM’s past or future conduct, or engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency.
8.1 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.
8.2 The Partner warrants and represents that it has all necessary rights in the Content and the Partner Logo to enable GNM to carry out its rights and obligations under this Agreement.
8.3 GNM warrants and represents that it has all necessary rights in the GNM Logo to enable the Partner to carry out its rights and obligations under this Agreement.
9.1 Either party may terminate this Agreement by giving written notice to the other in any of the following events:
9.1.1 if the other party commits any breach of any of the terms of this Agreement and fails to remedy that breach (if capable of remedy) within 7 days after notice from the other party giving full particulars of breach and requiring it to be remedied; or
9.1.2 if any step, action, application or proceeding is taken in relation to the whole or any material part of the other party for a voluntary arrangement or composition or reconstruction of its debts, or winding up, dissolution, administration or receivership (administrative or otherwise) or a threat of the same.
9.2 The Agreement may be terminated by either party, on giving the other 30 days written notice.
9.3 On termination of this Agreement the rights and obligations of the parties shall terminate except that the provisions of Clauses 2.1.2 and 2.1.3 and Clauses 3-4 and 6-7 shall survive any termination or expiration of this Agreement.
10.1. “Force Majeure Event” means any circumstance not within GNM’s reasonable control including, but not limited to:
a) power outage, interruption or failure of electronic or mechanical equipment or communication lines, telephone, utility service or other interconnect problems;
b) unauthorised access, theft, malicious damage or operator errors;
c) ransomware attack, computer virus, malicious code, cyber-attack, cyber-crime or other form of attack on GNM’s, or GNM’s service provider’s, systems or computer systems (including, without limitation, any equipment, software, hardware or firmware, database, file or email system);
d) severe weather, flood, drought, earthquake, fire, lightning or other natural disaster;
e) epidemic or pandemic;
f) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
g) nuclear, chemical or biological contamination or sonic boom;
h) any law or any action taken by a government or public authority, including without limitation imposing export or import restriction, quota or prohibition;
i) collapse of buildings, fire, explosion or accident;
j) any labour or trade dispute, strikes, industrial action or lockouts; or
k) non-performance or delay by third parties, including, but not limited to, GNM’s bank.
10.2. If GNM is (whether directly or indirectly and whether wholly or partly) prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, GNM shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly to take into account the effect of the Force Majeure Event and any necessary remedial actions required to be taken by or on behalf of GNM.
10.3. GNM shall: (i) as soon as reasonably practicable after the start of the Force Majeure Event promptly notify Partner of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this Agreement; and (ii) use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
11.1. GNM is committed to protecting and respecting Partner’s privacy. By supplying contribution(s) to GNM, or entering into licensing agreement(s) with GNM, Partner consents to the collection, use and storage of Partner’s personal data in accordance with GNM’s Privacy Policy. This includes data collected through communications and transactions related to Partner’s contribution(s) and/or licensing agreement(s).
11.2. GNM complies with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. GNM ensures that appropriate technical and organisational measures are in place to protect Partner’s data from unauthorised access, use or disclosure.
11.3. If Partner wishes to exercise any of their data protection rights, contact GNM’s Data Protection Officer at data.protection@theguardian.com
12.1 Any notice given under this Agreement shall be in writing to the Contact specified on the Term Sheet or such other Contact as the parties may notify from time to time and may be delivered to the other party or sent by pre-paid post or by email with receipt acknowledged to the address of that party specified in this Agreement or such other address as may be notified under this Agreement by that party from time to time for this purpose.
12.2 The parties do not intend for any third party to have any rights under this Agreement by virtue of the Contracts (Rights or Third Parties) Act 1999 or otherwise.
12.3 Neither party shall assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent.
12.4 This Agreement represents the entire terms agreed between the parties in relation to its subject matter. Any variation to this Agreement must be agreed in writing by the parties.
12.5 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 in any way for any purpose.
12.6 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.
12.7 Each party shall comply with all applicable law including, without limitation, the provisions of the Data Protection Act 1998.
12.8 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.
12.9 This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement.
