Terms & Conditions
We are RAOGlobal.org Limited with company number 11504008 of The Zinc Building, Ventura Park, Broadshires Way, Carterton, Oxfordshire, OX18 1AD (“RAOGlobal.org Limited”, “us”, “we” or “our” in these terms) and the person submitting the Content to us is the “Licensor” in these Terms.
We wish to receive, and the Licensor is willing to grant to us a licence to the Content on the terms and conditions set out in these Terms.
1. Interpretation
The following definitions and rules of interpretation apply in these terms. Words shown in bold throughout these Terms are defined terms.
Content:
The content provided and/or otherwise submitted by the Licensor to us.
Intellectual Property Rights
Patents, utility models, copyright and related rights, trade marks, business names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered which subsist or will subsist now or in the future in any part of the world.
Website: https://www.raoglobal.org/
1.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2 A reference to writing or written includes email but not fax.
1.3 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2. LICENCE
2.1 In consideration for the benefit of having its Content publicised, The Licensor hereby grants to RAOGlobal.org Limited a worldwide, royalty-free, perpetual, irrevocable licence to use the Content as RAOGlobal.org Limited sees fit, including using the Content for commercial purposes and/or including it on the Website.
2.2 The Licensor permits but does not oblige RAOGlobal.org Limited to use the Licensor’s name and/or other identifying features (including but not limited to images, trade marks and logos) to promote the Content anywhere in the world.
2.3 The Licensor waives absolutely their moral rights arising under the Copyright, Designs and Patents Act 1988 in relation to the Content and, so far as is legally possible, any broadly equivalent rights the Licensor may have in any territory of the world.
2.4 The Licensor agrees to draft and execute all necessary documentation and/or agreements and make all necessary arrangements to ensure that clause 2 takes full effect. This includes ensuring that any necessary third party shall promptly execute such documents and perform such acts as may be required for the purpose of giving full effect to this clause.
2.5 The Licensor agrees to ensure that records are maintained which are sufficient to provide evidence of the process of independent creation of the Content.
3. WARRANTIES
3.1 The Licensor warrants it:
3.1.1 is the proprietor of the Intellectual Property Rights in the Content or the licensee of the Intellectual Property Rights in Content;
3.1.2 has the legal capacity and is free contractually to enter into and grant the licence at clause 2 and has not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent their doing so;
3.1.3 shall not create any Content which infringes the Intellectual Property Rights of any third party;
3.1.4 shall not create Content which is inaccurate, misleading and/or otherwise unsubstantiated.
4. Confidentiality
4.1 The Licensor shall not at any time during this Agreement, and for a period of five years after the expiry or termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, nor any of the terms of this Agreement, except as permitted by clause 4.2.
4.2 Each party may disclose the other party's confidential information to the minimum extent necessary as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
4.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights or perform its obligations under or in connection with this Agreement.
5. LIABILITY AND INDEMNITY
5.1 Nothing in this Agreement shall operate to exclude or limit either party's liability for death or personal injury caused by its negligence, fraud or any other liability which cannot be excluded or limited under applicable law.
5.2 The Licensor agrees to indemnify RAOGlobal.org Limited against any claims, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by RAOGlobal.org Limited arising out of or in connection with:
5.2.1 any breach or alleged breach of the warranties contained in clause 3 of these Terms; or
5.2.2 the enforcement of these Terms; or
5.2.3 the Licensor’s breach or negligent performance or non-performance of this agreement, including any product liability claim relating to Licensed Products supplied or put into use by the RAOGlobal.org Limited.
5.3 The Licensor agrees promptly to assist RAOGlobal.org Limited in defending any complaint arising out of
5.3.1 the Content; and/or
5.3.2 any behaviour on the Licensor’s part relating to the Content including but not limited to any behaviour relating to information-gathering, research, or acquisition of material whether or not such material becomes part of the Content.
5.4 This clause 5 shall apply whether or not the RAOGlobal.org Limited has been negligent or at fault.
5.5 The Licensor shall indemnify RAOGlobal.org Limited against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation, loss of Content, Licensor Products and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by RAOGlobal.org Limited arising out of or in connection with any third-party claims (including infringement of third party Intellectual Property Rights) or any action, adjudication or decision taken against RAOGlobal.org Limited by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of clause 9.
5.6 If any action or claim of the type referred to in clause 5.5 is made, the Licensor shall:
5.6.1 promptly notify RAOGlobal.org Limited in writing of the action or claim (in any event within 48 hours of receipt);
5.6.2 make no admissions or settlements without RAOGlobal.org Limited’s prior written consent;
5.6.3 give RAOGlobal.org Limited all information and assistance that RAOGlobal.org Limited may reasonably require; and
5.6.4 allow RAOGlobal.org Limited complete control over the litigation and settlement of any action or claim.
5.7 Each party shall and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to clause 5.
5.8 Subject to clause 5.1, RAOGlobal.org Limited is not liable to the Licensor, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for any indirect or consequential loss or loss or damage to profits, sales or business, agreements or contracts, anticipated savings, corruption of software, data, or information, and/or reputation or goodwill. RAOGlobal.org Limited shall have no liability for loss of publicity or loss of opportunity to enhance the Licensor's reputation, even if RAOGlobal.org Limited delays upload, or terminates exploitation or otherwise removes the Content.
6. Entire agreement
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
7. Governing law and jurisdiction
The validity, construction and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts.
8. Events
Cancellations made 14 days or more in advance of the event date, will receive a 100% refund. Cancellations made within 3 - 6 days will incur a 20% fee. Cancellations made within 48 hours to the event will incur a 40% fee.