Education License Terms and Conditions (US) (20180503)
In this Agreement, words and phrases have the meaning given to them in the Term Sheet and this clause 1:
“Access Method” means a method of electronic access to the FT Website specified in the Term Sheet.
“Channel” means either a Third Party Channel or the FT Website.
“Content” means FT content provided or made available by FT to the School/University under this Agreement from the FT Website and Newspaper only (including without limitation via any Third Party Channel) in any form and media, including without limitation any literary work (text, tables and computations) and artistic work (including graphic works such as drawings, diagrams, maps, charts, plans, videos and photographs).
“Copyright Policy” means FT’s current Copyright Policy available by clicking on the “Copyright Policy” link at the bottom of each page of the FT Website.
“FT Website” means www.ft.com (including the equivalent Financial Times application for access on mobile devices)
“IPRs” means all present and future copyright, moral rights, database rights, trademark rights, trade secrets and all related rights and neighbouring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions thereof.
“Marks” means all trademarks, service marks, trade names, logos and other branding (whether registered or not) of FT or its licensors.
“Newspapers” means the Financial Times newspaper.
“Reader Data” means any data identifying a Reader.
“Responsible Steps” means to take all practical steps that a world leading provider of education might reasonably be expected to take to act responsibly and protect third party intellectual property used by that provider in the course of providing its education services, with the aim of ensuring that such intellectual property is not used by the provider’s employees, contractors and students other than for the purposes for which it is licensed to the provider.
“Term” means the period commencing on the Service Start Date and ending on the Service End Date.
“Terms and Conditions” means these terms and conditions.
“Term Sheet” means the Term Sheet signed by FT and the School/University which incorporates these Terms and Conditions.
“Third Party” means the owner and/or operator of a Third Party Channel.
“Third Party Channel” means a third party service that provides its customers, including the School/University, with access to a variety of publisher content under a direct license with the School/University. Examples of authorized Third Party Channels can be found at http://enterprise.ft.com/en-gb/services/group-subscriptions/features/3rd-party-channels.
“Third Party Channel Agreement” means the School/University’s agreement with a Third Party governing the School/University’s use of the Third Party Channel.
The headings in this Agreement do not affect its interpretation. Unless the context otherwise requires the words “include” and “including” shall be construed without limitation; and any reference in this Agreement to any statute or statutory provision shall be deemed to include any subsequent re-enactment or amending provision.
2. FT Website Access
2.1 From the Service Start Date FT shall provide the Readers with access to the FT Website via the Access Method.
2.2 The School/University (including the Readers) shall keep confidential and shall not share with any third party any sign-up link, PIN, ID or similar code (if applicable) that it is provided with to facilitate Reader access to the FT Website. This clause shall not apply to Access Manager or IP access.
2.3 Unless the Access Method specified in the Term Sheet is Single Sign On, the School/University shall work with FT to ensure that all usernames and passwords issued to or set up by students expire on each anniversary of the Start Date, meaning that all students have to re-apply to the School/University for access to the FT Website. Where the Access Method specified in the Term Sheet is Single Sign On, the School/University shall use best endeavours to ensure that such access shall terminate once any student Reader has left the School/University. The School/University acknowledges that the purpose of this clause is to ensure that individuals can no longer access the FT Website under this Agreement once they cease to be students of the School/University.
2.4 The Content is only for Readers’ general information and entertainment purposes and is not intended to address any particular requirements. The Content does not constitute any form of advice, recommendation, representation, endorsement or arrangement by FT. It is not intended to be and should not be relied upon by the School/University or its Readers in making (or refraining from making) any specific investment, purchase, sale or other decisions. Appropriate independent advice should be obtained before making any such decision.
3. Third Party Channels (if applicable)
3.1 FT shall make the Content available to any Third Party Channel referred to in the Term Sheet and shall authorize the Third Party to make the Content available to the School/University via the Third Party Channel, subject to the School/University having a valid and subsisting Third Party Channel Agreement.
3.2 The terms of this Agreement shall not be affected in any way by the terms of the Third Party Channel Agreement or the performance of that Third Party Channel Agreement by the applicable Third Party. FT shall have no responsibility or liability to the School/University in relation to that.
3.3 The School/University agrees that it is solely responsible for the payment of any fees due to a Third Party for use of a Third Party Channel.
3.4 The School/University may at any time request that Readers be granted access to Content through another authorized Third Party Channel provided that such change does not exceed the number of Readers permitted in the Term Sheet. Upon receipt of such notice, FT shall facilitate such access through the Third Party Channels as soon as reasonably practicable and shall provide the School/University with a revised Term Sheet for signature reflecting such amendment.
3.5 If FT ceases to permanently provide Content to a Third Party Channel for any reason, then FT shall notify the School/University and permit the School/University to: (a) exercise its right to transfer Readers as set out in clause 3.4; or (b) if the School/University is unable to exercise that right within 30 days of FT notifying the School/University, terminate this Agreement on written notice to FT, such notice to take effect on the date that the School/University is no longer able to access Content through the applicable Third Party Channel. FT shall provide the School/University with a pro rata refund of any Fees paid in advance that relate to the unexpired period of this Agreement. This clause 3.5 sets out the School/University’s sole and exclusive remedies for FT ceasing to provide Content through a specific Third Party Channel.
3.6 Upon request by FT, the School/University shall authorize a Third Party Channel (and hereby provides its consent to the Third Party Channel) to provide the following information to FT in relation to an existing Third Party Channel Agreement: (a) the number of School/University users with access to Content through the Third Party; (b) notification in the event that the Third Party Channel Agreement is terminated; (c) usage details of Content (including number of page/article hits and number of Readers but not relating to specific articles accessed by an individual Reader) through the Third Party Channel; (d) any references such as bill group and account numbers to facilitate access to Content via the Third Party Channels; and (e) any other information reasonably requested by FT to facilitate its provision of the Content to the School/University via the Third Party Channel.
3.7 The School/University shall immediately notify FT if any of its Third Party Channel Agreements terminate.
3.8 The School/University shall not allow anyone other than Readers to read Content via the Third Party Channels.
4. Use of Content and IPRs
4.1 Subject to the terms of this Agreement, FT hereby grants to the School/University a non exclusive, non-transferable, non sub-licensable license to allow the Readers to: (a) read Content for internal business use, personal use and for research, educational, teaching and current awareness purposes; and (b) use the Content in accordance with the Copyright Policy.
4.2 Except as expressly permitted by this Agreement, the School/University shall not, and shall take Responsible Steps with the aim of ensuring that its Readers do not, copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any Content (whether received from FT under this Agreement or otherwise) or use the Content for the purposes of endorsement of a business, product or service.
4.3 The School/University agrees and acknowledges that:
4.3.1 password access to the FT Website is on the basis of one password for use by one specific Reader only. Sharing of passwords is not permitted either simultaneously or on a rotational basis;
4.3.2 where Readers register for access to the FT Site using their email address, each Reader must use a named email account (such as “email@example.com”) and not a generic or shared email account (such as “firstname.lastname@example.org”);
4.3.3 no full text FT articles shall be forwarded internally or externally by email or by any other distribution method, save as permitted by any tools made available on the FT Website from time to time. No full text FT articles shall be hosted on any internal or external School/University websites;
4.3.4 FT headline links cannot be forwarded externally outside of the School/University as part of a charged “paid for” service to external companies, organization or institutions or third party clients or used for commercial gain; and
4.3.5 the Copyright Policy applies equally to the Readers’ use of the Content via both the FT Website and the Third Party Channels (and any other platform which FT expressly permits under this Agreement).
4.4 The School/University shall only provide Readers with access to the FT Website via the Access Method and shall not provide access to anyone other than a Reader.
4.5 FT reserves complete editorial freedom in the form and content of the Content and may add to, remove or edit Content at any time on a permanent or temporary basis and with or without notice.
4.6 FT reserves the right to monitor Content usage by all Readers (in terms of volume and frequency) for the duration of this Agreement.
4.7 This Agreement does not constitute a sale of the Content. Except as expressly provided in this Agreement no rights or licenses in the Content, are granted to the School/University or its Readers. The School/University acknowledges that as between itself and FT, FT (or its licensors) is throughout the world the owner of all IPRs in the Content.
4.8 The School/University acknowledges and agrees that: (a) all use of FT’s Marks hereunder inures to the benefit of FT; (b) FT’s Marks will remain the exclusive property of FT; (c) nothing in this Agreement shall confer upon the School/University any right of ownership in FT’s Marks; and (d) the School/University shall not now or in the future contest the validity of FT’s Marks or take any action impairing the rights of FT in its Marks.
4.9 The School/University shall not remove, shrink or otherwise modify the copyright or any other proprietary notice or any branding or logo of FT (or its licensors) contained in any Content.
4.10 Any additional use of Content outside the scope of the rights granted in this Agreement shall require express permission from FT and may incur additional costs.
4.11 The School/University shall take Responsible Steps with the aim of ensuring that: (a) its Readers shall only use the Content in accordance with the Copyright Policy, and(b) its Readers will not infringe any of FT’s IPRs in, or otherwise misuse, the Content. As a minimum the School/University shall: (i) ensure that all Readers are made aware of their obligation to comply with the Copyright Policy, in addition to maintaining a permanent notice on the School/University intranet (or similar) or other portal used by Readers to access the Content; and (ii) maintain appropriate processes and policies designed to ensure that Readers are aware of the importance of respecting IPRs and which enable the School/University to take prompt remedial action in relation to any non-compliance.
5. Reader Data
5.1 In its processing of Reader Data, FT shall comply at all times with:
- (a) the Data Protection Laws; and
5.4 Where the School/University provides any details of Readers to FT (for example, in order for FT to send account activation emails to Readers, or for enabling SSO where available), the School/University is responsible for ensuring that this complies with the Data Protection Laws and that FT is able to use those details for the purpose for which the School/University provides them. The School/University is also responsible for ensuring that any other processing of Reader Data by the School/University complies with the Data Protection Laws.
5.5 FT shall not be restricted from using any anonymous data which it may receive as a result of Readers using the Content.
5.6 In this clause 5, the expressions “personal data”, “anonymous data”, “process”, “controller” and “processor” have the meanings given to them in the GDPR.
5.7 If access to the FT Website is provided via PIN Code access School/University shall provide FT with a list of Readers, if necessary, to provide access to the FT Website. FT shall provide the School/University with a “PIN”, “ID” or similar code for the purpose of the School/University or individual Readers accessing the FT Website. The School/University shall keep up-to-date records of any such codes issued to Readers and the names of Readers. The School/University shall contact FT if updates to any list of Readers provided to FT are required, including when Readers cease to be employed or engaged by the School/University. This clause shall not apply to the provision of Content via Access Manager or IP access.
6. Warranties and Liability
6.1 Each party warrants and represents to the other that it has the full power and authority to enter into this Agreement.
6.2 FT warrants and represents to the School/University that: (a) to the best of its knowledge the Content does not include any information or material which infringes the IPRs of any third party, is defamatory, or is unlawful; (b) it has the right to grant the license granted under this Agreement; and (c) it shall use reasonable care and skill in its provision of the Content to the School/University under this Agreement.
6.3 The School/University warrants and represents to FT that: (a) where it has requested the Content to be delivered via a Third Party Channel, that it is entitled to use the Third Party Channel and has a valid subsisting agreement with the Third Party Channel for the use of the Channel; (b) the number of both Core Readers and Licensed Readers as stated on the Term Sheet is accurate as at the Start Date; (c) it is entitled to provide any Reader Data relating to a Reader that may be provided by the School/University to FT; and (d) it shall take Responsible Steps with the aim of ensuring that its Readers shall only use the Content in accordance with the terms of this Agreement and shall not infringe any of FT’s IPRs in the Content.
6.4 FT agrees to fully indemnify the School/University against any damages (including reasonable legal costs) which may be awarded by a court of competent jurisdiction against the School/University or may be agreed to be paid to any third party, in each case in respect of any claim that the School/University’s use of the Content in accordance with the terms of this Agreement infringes the IPRs of or is defamatory of such third party (such claim, a “TPC”), provided that: (a) the School/University gives written notice to FT of such TPC immediately on becoming aware of it and does not at any time admit liability or otherwise attempt to settle or compromise such TPC without FT’s prior written consent; (b) FT shall have sole conduct of the defense or compromise of any TPC and as between FT and the School/University shall have the sole right to any costs and damages awarded as a result; and (c) the School/University acts in accordance with the reasonable instructions of FT and provides FT with such assistance as it shall reasonably require, at FT’s reasonable cost, in respect of the conduct of such defense or compromise. This indemnity shall be the School/University’s sole and exclusive remedy in respect of a TPC or any breach by FT of the warranties provided by it in clause 6.2(a) or (b).
6.5 Each party warrants and represents to the other that: (a) it has and will continue to have full legal authority to control and process data; (b) it will only control and process data:(i) in accordance with all applicable data protection laws now existing or hereinafter enacted (and will not cause the other party to breach the same); (ii)in accordance with the terms of this Agreement; and (iii) for the purposes of performing its obligations under this Agreement; and (c) it has in place and undertakes to maintain throughout the term of this Agreement appropriate technical and organizational measures against the accidental, unauthorized or unlawful processing, destruction, loss, damage or disclosure of data and adequate security programs and procedures to ensure that unauthorized persons do not have access to any equipment used to process data.
6.6 Except as expressly set out in this Agreement and to the extent permissible by law, all warranties, conditions, representations, terms or undertakings, express or implied, statutory or otherwise are hereby excluded.
6.7 FT shall not have any liability to the School/University to the extent such liability arises as a result of a breach of this Agreement by the School/University or a breach of the Copyright Policy by a Reader.
6.8 Subject to clause 6.11, neither party shall have any liability to the other for: (a) any indirect, special, incidental or consequential loss or damage of any kind whatsoever; or (b) any loss of profits, loss of revenue, anticipated savings, loss of business or loss of data, arising directly or indirectly from this Agreement whether such damages were reasonably foreseeable or actually foreseen.
6.9 Subject to clause 6.11 and excluding FT’s right to payment of Fees owing, the aggregate liability of either party arising out of or in connection with this Agreement (whether for breach of contract, negligence or otherwise) shall be limited to direct damages which in no event shall exceed the greater of a) $300,000 and b) twice the aggregate amount of the Fees paid or (if greater) payable by the School/University to FT under this Agreement during the 12 month period prior to that in which the claim arose.
6.10 The provisions of clauses 6.9 and 6.10 shall not apply to the indemnity at clause 6.4. The aggregate liability in respect of the indemnity at clause 6.4 shall not exceed $750,000.
6.11 Nothing in this Agreement shall operate to exclude or restrict either party’s liability for: (a) death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation; (c) for willful default or for any liability which cannot be limited or excluded by law; or (d) any losses, damages, costs or other liabilities incurred by FT as result of any infringement of FT’s IPRs (including any use of the Content outside of the scope of this Agreement) by the School/University.
7.1 The School/University shall pay the Fees as set out in the Term Sheet.
7.2 The Fee and all other charges are exclusive of value added tax (VAT) or any other sales or similar taxes which are or may be applicable. The Fee shall be paid to FT in full without deduction of any taxes, withholding taxes, charges and other applicable duties which may be imposed. If the School/University is required by law to make a set-off, deduction or withholding then it shall pay such additional amount to ensure that the net amount received by FT is equal to the amount FT would have been entitled to receive under this Agreement in the absence of any requirement to make such set-off, deduction or withholding. School/University shall provide FT with a valid tax certificate evidencing such amount withheld within 30 days of such set-off, deduction or withholding.
8.1 This Agreement shall commence on the date both have signed the Term Sheet and, subject to the terms of this Agreement, shall continue until the Service End Date when it shall automatically terminate.
8.2 Either party may terminate this Agreement on immediate written notice if: (a) the other party is in material or persistent breach of this Agreement and, in the case of a breach capable of remedy, has not remedied the breach within 14 days of being notified of it; or (b) the other party is dissolved by order of the Secretary of State or equivalent body, ceases to carry on its business or has a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or passes a resolution for its winding up or a court of competent jurisdiction makes an administration order or liquidation order or similar order, or enters into any voluntary arrangement with its creditors, or is unable to pay its debts as they fall due or any similar event occurs in any jurisdiction.
8.3 FT may terminate this Agreement at any time immediately on written notice if School/University (or any of its shareholders or directors) becomes subject to any Sanction, or continuation of the Agreement would (in the reasonable opinion of FT) expose FT or any of its affiliated companies to any Sanction. “Sanction” means any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Hong Kong or United States of America.
8.4 FT may initiate Fee negotiations and/or terminate this Agreement by providing 30 days written notice if the School/University is subject to a takeover, merger, reorganization, change of control, other change in structure or other similar event that results in a significant increase in the number of potential Licensed Readers (meaning an increase of at least five per cent) based on the number of Licensed Readers stated on the Term Sheet. FT’s only obligation in this event shall be the pro rata refund of any Fees paid in advance relating to the unexpired period of this Agreement. The School/University shall notify FT of any such change promptly following the change.
8.5 If applicable, the School/University may terminate this Agreement immediately in writing to FT if the FT Website is unavailable or inaccessible to all Readers for either (a) more than 3 consecutive days; or (b) more than 5 days in a 30 day period, as a result of the fault or failure of FT. On such termination FT shall provide the School/University with a pro rata refund of any Fee paid in advance that relates to the unexpired period of the Agreement.
8.6 FT acknowledges that the School/University does not wish to lose the benefit of this Agreement by virtue of non-material misuse by a Reader of the Content. Notwithstanding clause 8.2(a) and subject to clause 8.7, in the event that FT reasonably believes that the School/University is in breach of the terms of this Agreement or that a Reader is in breach of the Copyright Policy (a “Breach”) then FT agrees, subject to clause 8.7, that it shall not exercise any of its rights under this Agreement, until it has followed the following process:
(a) FT shall promptly notify the School/University in writing (including email) of the Breach and any relevant details;
(b) the School/University shall have 7 days in which to respond to this notice and either (i) deny the Breach or (ii) explain in detail both the reasons for the Breach and the remedial and/or investigatory steps the School/University will take to prevent a recurrence of the Breach, within the next 30 days, to ensure that there should not be a repeat of the Breach and shall implement such steps; and
(c) if the School/University admits the Breach and complies with its obligations in sub-clause (b) above to the reasonable satisfaction of FT (and FT may make representations in this regard which the School/University shall consider in good faith), the Agreement shall continue on its terms. In all other circumstances FT shall be free to exercise its rights under the Agreement, including those in clause 8.2(a).
8.7 FT shall not be obliged to follow the process in clause 8.6 and may terminate the Agreement with immediate effect by written notice if:
(a) FT has already invoked that process on two previous occasions with the School/University (whether or not in respect of the same Breach and irrespective of whether the applicable Breach was remedied); or
(b) FT reasonably believes that a Breach is due to fraud, willful default or willful abandonment by the School/University; or
(c) a Breach involves any misuse by the School/University or any Reader of a material amount of the Content. For the purposes of this clause, “material” means if such Breach results in more than 5 unlicensed individuals receiving or having the opportunity to access an FT article.
8.8 Within 30 days of termination or expiry of this Agreement, the School/University shall delete or destroy in accordance with the directions of FT all materials relating to the Content in the School/University’s possession or control whether held electronically or otherwise. For the avoidance of doubt this shall not require the deletion of articles downloaded by a Reader in accordance with the Copyright Policy which are only accessible by that Reader for their personal use.
8.9 Any termination of this Agreement or part of it is without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities of either party. Termination of this Agreement shall not relieve the School/University of its obligation to pay FT any outstanding Fee.
8.10 In any circumstances where FT is entitled to issue a notification of breach for the purposes of clause 8.2(a) or terminate this Agreement, including occasions when the School/University fails to pay outstanding Fee due or fails to observe the agreed Licensed Reader levels, it may elect by written notice to suspend its provision of the Content or any rights that it has granted in the Agreement to the School/University. The suspension shall not affect School/University’s payment obligations. Any suspension shall continue until FT is satisfied that the breach is remedied or until FT elects to exercise its right to terminate the Agreement.
9.1 Each of the parties undertakes to keep confidential all information (written or oral) concerning the business and affairs of the other that it will have obtained or received as a result of the discussion leading up to the entering into, or in the course of the performance of, this Agreement (“Confidential Information”) save that which is (a) trivial or obvious; (b) already in its possession other than as a result of a breach of this clause; (c) in the public domain other than as a result of a breach of this clause; (d) required by a government body, a court of competent jurisdiction, or otherwise by law to be disclosed, provided that the disclosing party shall use all reasonable endeavours and act in good faith to consult with the other party wherever practicable before disclosing such information; or (e) for FT’s benefit only, is acquired by members of FT’s newsgathering or news dissemination operations by persons who are not provided with access to the Confidential Information pursuant to the terms of this Agreement.
9.2 Each party agrees not to make any announcement regarding this Agreement or the activities associated with it without the prior written consent of the other save for any announcement made by the School/University to the Readers.
10. Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement if such performance is hindered or prevented by any matter beyond the reasonable control of the party whose performance is hindered or prevented (including without limitation by reason of any failure, interruption, or degradation of any third party telecommunications network or system or hardware or the Internet or any part of it or of a Third Party Channel) (a “Force Majeure Event”). If a Force Majeure Event continues for more than one month then either party may immediately terminate this Agreement on written notice to the other (provided that the Force Majeure Event is still continuing on the date of that notice).
11.1 No provision of this Agreement (including to the online terms) may be amended, modified, discharged or terminated other than by the express written agreement of the parties.
11.2 No failure or delay by either party to exercise any right or remedy under this Agreement or by law will constitute a waiver of that right or remedy. Nor will it preclude or restrict the further exercise of that or any other right or remedy. No single of partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
11.3 This Agreement may be signed in counterparts and all signed copies of this Agreement shall be deemed to be originals of this Agreement. Copies signed by counterparts and sent by email (attaching a scanned copy of the signed hard copy) shall be deemed to be original copies.
11.4 Any notice, consent or other communication required under this Agreement will be made in writing and delivered by hand, recorded delivery or courier to the other party and will be deemed to have been received, if delivered by hand, at the time and date of delivery; and if sent by recorded delivery or courier, upon the date of receipt (as evidenced by signature). Any such communication made by FT shall be sent to the address of the School/University shown on the Term Sheet. Any such communication made by the School/University shall be sent to General Counsel, The Financial Times Limited, Number One Southwark Bridge, London SE1 9HL.
11.5 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements relating to its the subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause will limit or exclude any liability for fraud.
11.6 If a provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other terms of this Agreement will not be affected. If a provision of this Agreement (or part of any provision) is found to be illegal, invalid or unenforceable, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
11.7 This Agreement may not be assigned, licensed, sub-licensed or otherwise transferred without the prior written consent of FT.
11.8 Anyone who is not a direct party to this Agreement will not have any rights to enforce its terms. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
11.9 The School/University acknowledges that if it does not execute and return this Agreement to FT (whether electronically or otherwise) no less than 10 working days prior to the Service Start Date, this may cause delay in the commencement of elements of the services to be provided by FT under this Agreement.
12. Disputes and Governing Law
12.1 Each party agrees to respond promptly to any issues referred to it by the other party relating to this Agreement and shall seek to resolve any disputes arising through its Relationship Manager as quickly and effectively as possible.
12.2 Subject to clause 12.1, if the parties cannot satisfactorily resolve any dispute within 14 days of referral to the Relationship Managers then that dispute shall be escalated to a director (or equivalent) of both parties. If the parties cannot satisfactorily resolve any dispute within 14 days of referral to a director (or equivalent) then either party may seek its legal remedies as provided in clause 12.4.
12.3 Nothing in clause 8.6 or this clause 12 shall restrict either party from seeking immediate legal or equitable relief for any infringement of its intellectual property rights.
12.4 All contractual and non-contractual claims arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the state of New York (without regard to its conflict of law provisions) and the parties submit to the exclusive jurisdiction of the federal and state courts located in New York City.
13. Newspapers (if applicable)
13.1 Where the supply of FT Newspapers is specified in the Term Sheet the provisions of this clause 13 shall apply.
13.2 Unless agreed otherwise, from the Service Start Date, FT shall deliver the Newspapers to the locations set out in Schedule A via the School/University’s specified or pre-arranged delivery agent (the “Delivery Agent”). Where the Delivery Agent is appointed by the School/University, FT shall be responsible for the cover price of the Newspapers but shall not be responsible for any delivery or other charges of the Delivery Agent.
13.3 Title to, and responsibility for, the FT Newspapers (but not the IPRs in the content of the FT Newspaper) shall pass from FT to the School/University upon delivery of the FT Newspapers to the Delivery Agent by FT.
13.4 The School/University shall ensure that the Delivery Agent is granted sufficient access to the locations set out in Schedule A for the purposes of delivery.
13.5 The School/University may distribute the FT Newspapers within the School/University to its employees and other engaged staff, students and visitors. The School/University shall not otherwise distribute the FT Newspapers and without limitation may not resell them or copy them or articles within them.
13.6 The School/University shall request the Delivery Agent (and hereby provides its consent to the Delivery Agent) to provide the following information to FT from time to time upon request by FT to the Delivery Agent: (a) notification if the School/University’s agreement with the Delivery Agent is terminated; (b) contact details at the School/University (including email addresses and telephone numbers); and (c) any other information reasonably requested by FT to facilitate its provision of the FT Newspapers to the School/University via the Delivery Agent.
13.7 The School/University shall immediately notify FT if any of its agreements with the Delivery Agent are terminated.
13.8 If FT determines in its reasonable opinion that it is no longer practical or economical to deliver newspapers to the Delivery Agent by road, then FT may cancel the provision of newspapers to the School/University on giving no less than two weeks written notice and providing the School/University with a pro rata refund of the Print element of the Fees paid in advance relating to the unexpired period of the Term. No further compensation will be due to School/University in relation to such cancellation and the Agreement shall, in all other respects, continue in full force and effect.
14. Application of These Terms
14.1 This version of the Terms and Conditions applies to Term Sheets executed by the FT and School/University at any time from 5 March 2018 until this version of the Terms and Conditions is superseded by a new version.
14.2 FT may at any time and at its sole discretion change, update or amend these Terms and Conditions for future Term Sheets by posting a new version of the Terms and Conditions at https://help.ft.com/legal-privacy/legacy-pages/education-license-terms-and-conditions-us-20180503/.
14.3 Any change under clause 14.2 will not affect any Term Sheets that have already been executed by FT and School/University. This version of the Terms will continue to be made available at https://help.ft.com/legal-privacy/legacy-pages/education-license-terms-and-conditions-us-20180503/. For previous versions of the terms, please see this page.