Terms and Conditions

These terms and conditions (together with all documents referred to in it) set out the agreement between PGA European Tour Productions Limited (“ETP”) (company number 02597356, registered office at Wentworth Drive, Virginia Water, Surrey GU25 4LX) and the company specified in the new account registration page (“Company”) governing Company’s access to the Site and the Content. Please read these terms and conditions carefully before clicking to accept them, as they will apply to the Company’s access to, and use of, ETP’s news service this Site.

It is hereby agreed as follows: 

1. Definitions and Interpretation

In this Agreement, the following words and phrases shall have the following meanings:

 

Advisory Text Service	means all descriptive text, written or oral advisories, shot lists, attribution, credits, embargoes and/or narrative scripts relating to the Content communicated by ETP to Company and/or made available by means determined by ETP
Aggregate Usage Data	means Usage Data that is incapable, either independently or if combined with any other data accessible by ETP or third parties, of personally identifying any particular end user, or group of end users, of the Content
Content	means the images, video, text, audio and other content in whatever form provided by ETP, and made available to Company, on this Site (including, without limitation, the News Access Content, the Non-Restricted Content and the Rightsholder Content)
Licensed Rights	means the rights granted in respect of the Content, as set out in the Schedule
News Access Content	means the content identified on the Site as being available for news access purposes only
Site	means the European Tour Media Hub website with the URL mediahub.europeantour.com, as updated from time to time
Usage Data	means any and all information and/or data associated with or collected in connection with the deployment of the Content, if any, which is received, stored or processed by ETP and may include, without limitation, location information, click-through rates and conversions, usage and traffic data, IP addresses, transactional information, account or user names, passwords, registration information, email addresses, mailing addresses, phone numbers or any other forms of personally identifiable data

 
2. Grant of Licence

2.1 ETP grants to Company a non-exclusive limited licence to publicly display the Content in the accordance with the Licensed Rights subject to, and in accordance with, the terms and conditions contained within this Agreement. All rights not specifically granted to Company are expressly reserved to ETP.

2.2 Company acknowledges that ETP will have the right in its sole editorial discretion to determine what Content is included, and made available to Company, on the Site at any given time. ETP reserves the right to edit, alter, amend and/or remove the Content from the Site at any time and without prior notice or liability to Company.

2.3 Company shall at all times use the Content in accordance with the Licensed Rights only. Without prejudice to the foregoing, Company shall immediately comply with any further instructions (including, without limitation, any embargos) issued by ETP in relation to any Content accessed by Company.

2.4 In the event of an express conflict between the rights granted in this Agreement and the restrictions specified in an Advisory Text Service, the restrictions specified in an Advisory Text Service shall prevail.

3. Limitation on Rights and Obligations of Company

3.1 Company agrees as a material term to:

3.1.1 only use the Content in accordance with the Licensed Rights and not create other products or services or, in the case of the News Access Content, use in any other non-news access programming or services including without limitation advertising or other publicity. No stripping or excerpts rights are granted to Company other than as expressly permitted by ETP;

3.1.2 comply immediately with the Advisory Text Service including any embargo, correction, retraction or clarification advised thereon, and with all embargoes and release pledges specified by ETP;

3.1.3 not remove, replace, modify, edit, conceal and/or minimise any credits (including, without limitations, any watermarks) contained within the Content, and any such credits must be displayed in full at all times when using the Content pursuant to this Agreement;

3.1.4 without prejudice to clause 3.1.3, add the Company’s official logo and/or watermark only to the Content and to do so in a manner which does not assert or purport to assert any ownership of the Content, or which could be deemed to create any form of commercial association between the Content and any third party. For the avoidance of doubt, Company shall comply at all times with the requirements of clause 3.1.3, notwithstanding the inclusion of any Company official logo and/or watermark;

3.1.5 promptly inform ETP of any unauthorised use of the Content that Company is, or becomes aware of, and fully cooperate with and assist ETP with respect to any action taken by ETP regarding such unauthorised use;

3.1.6 obtain and maintain all required licensed and consents to receive and use the Content (i.e. consents of broadcasting, telecommunications or other government or regulatory authority);

3.1.7 not to repurpose, edit, amend, add to or in any other way make any changes to any of the Content supplied by ETP unless otherwise agreed in writing by ETP, EXCEPT THAT Company may edit the Content only as required for use within its news services (such as editing for length or platform compatibility);

3.1.8 not use the Content in a manner which is disparaging and/or could be deemed to cause offence, or in a manner which creates or could be deemed to create any form of commercial association or promotion of any kind; and

3.1.9 in the case of News Access Content only, not to syndicate or sub-license the Content without the express prior written consent of ETP.

4. Consideration

4.1 The Content is made available by ETP to Company pursuant to and in accordance with the terms and conditions of this Agreement, and in consideration of Company’s obligations contained herein, the adequacy and sufficiency of which is hereby acknowledged by the parties.

4.2 Company’s use of the Content may be subject to a separate agreement between ETP and Company. In such a case, and in the event of an express conflict only between the terms of this Agreement and any other such agreement, the terms of such other agreement shall prevail.

5. Delivery and Reception of the Content

5.1 The Content is made available by ETP to Company via the delivery methods specified by ETP on the Site, as updated and/or changed by ETP from time to time.

5.2 Company acknowledges that ETP has no responsibility for the interface or compatibility of any third party equipment or software provided to access the Site, and ETP makes no representations or warranties concerning the Site and Company’s ability to access the Content.

5.3 Company shall be responsible, at its own cost and expense, for providing the necessary infrastructure to access the Content provided by ETP.

5.4 Company must not misuse the Site by knowingly introducing viruses, trojans, worms or other material which is malicious or technologically harmful. Company must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. ETP does not guarantee that the Site will be secure or free from bugs or viruses.

5.5 Company acknowledges that ETP does not commit or guarantee that the Site shall be available to Company at any specified time, and that ETP shall not be liable for any unavailability or downtime in respect of the Site.

6. News Access Content - Digital Distribution Rights

Save as otherwise set out in this Agreement, no digital rights are granted to Company in respect of the News Access Content and any such rights shall be the subject of a separate written agreement. For any queries regarding digital rights, Company should contact mediahub@tourproductions.com.

7. Disclaimer of Representations and Warranties

ETP hereby disclaims any and all express or implied representations and warranties, including without limitation warranties of merchantability or fitness for a particular purpose, relating to the Content provided hereunder pursuant to this Agreement.

8. Indemnity

Company shall at all times indemnify and hold harmless ETP and its affiliated companies, and the officers, directors, and agents of ETP against and from any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of any material breach, and error or omission which results in a third party claim.

9. Duration

9.1 This Agreement shall commence upon ETP’s acceptance of Company’s registration request for the Site.

9.2 ETP shall be entitled to cease, withdraw, vary or amend the provision of the Content and/or the Site at any time and without notice or liability to Company.

9.3 ETP shall be entitled to suspend and/or withdraw Company’s access to the Site at any time and use reasonable endeavours to provide Company with notice of such suspension and/or withdrawal of access.

9.4 Company shall be entitled to cease its registration to the Site at any time by sending written notice to ETP at support@tourproductions.com. Following any such cessation of registration, Company shall have no further rights to access or use the Content in any manner.

10. Limitation of Liability

10.1 Subject to clause 10.3, ETP shall not be liable to Company in any circumstances for any indirect or consequential loss (which expression shall include but not be limited to loss of anticipated profits, loss of anticipated savings and all other economic loss).

10.2 Subject to clause 10.3, the total aggregate liability of ETP to Company under or in connection with this Agreement (whether such liability arises in contract, tort (including negligence) or otherwise) shall be limited to £1,000.

10.3 Nothing in this clause 10 shall limit or exclude ETP’s liability for: (i) any death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liabilities which cannot be limited or excluded as a matter of law. 

11. Privacy

11.1 By using the Site, Company agrees that ETP may use any personal data (including, without limitation, to the extent contained within the Usage Data) Company provides to ETP for the purposes of making the Content available to Company.

11.2 ETP shall comply with the Data Protection Act 1998 when processing any of Company’s personal data under this Agreement, and any such processing shall be in accordance with ETP’s privacy policy, as updated from time to time (the “Privacy Policy”). By entering into this Agreement, Company consents to such processing and agrees to be bound by the terms and conditions of the Privacy Policy.

12. Intellectual Property Rights

12.1 All intellectual property rights in the Content are vested and remain with ETP in their entirety and Company shall not make any application or carry out any action in its own name or the name of any third party to register or undermine any copyright in the Content or any translated versions thereof.

12.2 Company shall comply with all reasonable requirements of ETP for legal, creative or artistic reasons in connection with the use of the Content.

12.3 Company shall comply with all applicable copyright laws necessary to protect the copyright and all other rights in the Content and shall not remove or conceal any copyright, trade mark or other proprietary notice incorporated in the Content.

12.4 If ETP becomes aware that any part of the Content infringes or may infringe the intellectual property rights of any third party, ETP shall notify Company in writing and shall be entitled to modify the Content (or its format or the code containing the Content as appropriate) so that it ceases to infringe such rights.

12.5 Without prejudice to any other provision of this Agreement, each party shall promptly bring to the attention of the other party as the case may be, any information coming to its attention, that the provision of the Content pursuant to this Agreement may infringe any intellectual property right or other rights of a third party.

12.6 Company hereby consents to the collection of Usage Data by or on behalf of ETP, and Company grants to ETP a non-exclusive, royalty free, irrevocable, worldwide licence to use the Usage Data and Aggregate Usage Data for purposes of improving the operation of ETP’s services and performing statistical analysis, subject always to ETP’s compliance with applicable legislation in the collection and use of such Usage Data and Aggregate Usage Data.

13. Miscellaneous

13.1 Anti-Bribery

13.1.1 Each party hereby agrees that neither it nor any agent or employee acting on its behalf has in the negotiations leading up to the entering into of this Agreement taken nor will it take any action that causes the other party to be in violation of any law of any country or any political subdivision thereof in which such party is performing work for the purposes of this Agreement. Each party is aware of the provisions of the United States Foreign Corrupt Practices Act of 1977, as amended, and of the United Kingdom Bribery Act 2010, as amended and of any other equivalent legislation in any territory of the world which may apply (collectively, the “Global Anti-Corruption Laws”);

13.1.2 Each party agrees that it and all agents and employees acting on its behalf to the extent that such laws apply to each party, agency and employees, have complied in the negotiations leading up to the entering into of this Agreement and will comply with the Global Anti-Corruption Laws in connection with its performance under this Agreement;

13.1.3 Each party shall promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by that party in connection with the negotiations leading up to the entering into of this Agreement and with the performance of this Agreement.

13.1.4 Breach of this clause 13.1 shall be deemed a material breach.

13.2 Company shall not assign or purport to assign, sub-licence, sub-contract or otherwise part with the burden or benefit of this Agreement or any part thereof or interest hereunder to any entity including for the avoidance of doubt any parent, subsidiary associated or affiliated company of Company without the express prior written consent of ETP.

13.3 Each party acknowledges the importance of complying with all applicable laws in the performance of this Agreement. Each of the parties hereby agrees to comply with all applicable federal, state, and local laws, rules, regulations, and ordinances. Moreover, each of the parties agrees not to take any actions which will cause the other party to be in violation of any law or regulation of any jurisdiction. Without limiting the generality of the foregoing, both parties acknowledge that the provision of services under this Agreement may be subject to the embargo, sanction, approval and similar laws and regulations (hereinafter referred to as "Sanctions Requirements") of the United States and other countries and regions, and shall comply with those Sanctions Requirements. If, during the term of the Agreement, the Sanctions Requirements prevent either party from performing its obligations under this Agreement, such party shall be entitled to terminate this Agreement immediately by giving notice in writing to the other party.

13.4 Company shall not issue any media release or public statement about this Agreement or otherwise communicate with any third party (save to its professional advisers who shall be under the same confidentiality obligation) in any way concerning this Agreement or any aspect of it without the prior written approval of ETP.

13.5 ETP shall not be liable to Company for any delay or failure in performance caused by acts beyond ETP’s reasonable control, including without limitation, acts of God, war, riots, acts of terrorism, vandalism, sabotage, accidents, fires, floods, severe weather conditions, civil commotions, insurrection, strikes, labour disputes, mechanical breakdowns, shortages or delays in obtaining suitable parts or equipment, material, labour or transportation, acts or subcontractors, interruption of utility services, acts of any unit of government agency or any similar or dissimilar cause.

13.6 No failure or delay by ETP in exercising any right of power or privilege hereunder shall operate as a waiver thereof nor shall single or partial exercise thereof preclude any subsequent exercise in law or equity or otherwise.

13.7 Nothing contained in this Agreement shall be interpreted as constituting a partnership or joint venture between the parties hereto.

13.8 If any provision of this Agreement is declared to be invalid or unenforceable in any respect, the parties agree that such invalidity or unenforceability shall not affect the validity of the remaining provisions of this Agreement, and further agree to substitute for the invalid provision a valid provision which approximates the intent and economic effect of the invalid provision as closely as possible.

13.9 Unless expressly stated otherwise, nothing in this Agreement is intended to confer any rights on third parties which are enforceable against either or both of the parties to the Agreement and the effect of any legislation which may afford such rights to third parties is excluded in respect of the terms of this Agreement.

13.10 ETP shall be entitled to revise the terms and conditions of this Agreement at any time and shall use reasonable endeavours to provide notice to Company of any such revisions. Any such revisions shall be binding on Company.

13.11 Any notices to be issued under this Agreement may be served by ETP to the email address provided by Company as part of the registration process, and by Company to support@tourproductions.com.

13.12 This Agreement shall be governed by English law and subject to the non-exclusive jurisdiction of the courts of England and Wales. 

Schedule – The Licensed Rights 

NEWS ACCESS CONTENT

All News Access Content is made available for news access reporting purposes only and may be exhibited in linear television broadcasts only (including simulcasts on any digital platform(s) associated with the linear broadcast) and all other rights are expressly excluded. For the avoidance of doubt, with the exception of the limited foregoing simulcast right, no digital rights (including, without limitation, any stand-alone digital access rights) in the News Access Content are granted to Company. For any queries regarding digital and all other rights, please contact support@tourproductions.com.   

PGA European Tour (excluding World Golf Championships/World Cup)

• Available to users worldwide
• Material to be used in scheduled sports-news and news bulletins only
• Maximum use 2 minutes
• Use within 48 hours
• Strictly no archive

For clients broadcasting in Germany and Austria, strict conditions of use apply:

• Maximum use 2 minutes per event day in regularly scheduled news or sports news programmes (except news programs with a sole focus on golf)
• No use prior to and/or during Sky Deutschland’s live broadcast of the respective event
• Use within 48 hours after conclusion of the respective event
• A 5 second courtesy credit to Sky Deutschland (“Bilder von Sky Sport”) must be given

World Golf Championship/World Cup

• Available to users in Europe and Middle East only
• Material to be used in scheduled sports-news and news bulletins only
• Maximum use 2 minutes
• Use within 48 hours
• Strictly no archive

For clients broadcasting in Germany and Austria, strict conditions of use apply:

• Maximum use 2 minutes per event day in regularly scheduled news or sports news programmes (except news programs with a sole focus on golf)
• No use prior to and/or during Sky Deutschland’s live broadcast of the respective event
• Use within 48 hours after conclusion of the respective event
• A 5 second courtesy credit to Sky Deutschland (“Bilder von Sky Sport”) must be given 

NON-RESTRICTED CONTENT

These provisions apply to all Content on the Site which is marked as “Non-Restricted Content” (the “Non-Restricted Content”).

Subject to Company’s compliance with the terms and conditions of the Agreement, Company may use the Non-Restricted Content without any additional restrictions (unless and until otherwise notified by ETP) 

RIGHTSHOLDERS CONTENT

These provisions apply to all Content on the Site which is marked as “Rightsholder Content” (the “Rightsholder Content”).

 

[TBC]