/* General Terms for AI Content Licence Agreement, transcribed verbatim from the
   CABI Model Content Licence template. {{tokens}} mark points the source template
   leaves in red for the parties to complete. Clause 2 (definitions) lives in
   definitions.js and is injected at render time. */
window.MCL_GENERAL_TERMS = [
{n:"1", title:"Introduction", items:[
  {n:"1.1", text:"These General Terms apply to, and form part of, the AI Content Licence Agreement between the Licensor and the Licensee."}
]},
{n:"2", title:"Definitions and interpretation", items:[
  {n:"2.1", text:"In addition to the terms (in bold) defined in the Special Terms, the following terms have the meanings given to them below (unless it is apparent from the context in which they are used that they should not):", definitions:true},
  {n:"2.2", text:"Any obligation imposed on the Licensee under this Agreement in connection with the Licensed Materials, imposes the same obligation on the Licensee with respect to each Work included in the Licensed Materials."},
  {n:"2.3", text:"A reference to a person includes an individual, corporate or unincorporated body."},
  {n:"2.4", text:"Words in the singular will include the plural and vice versa."},
  {n:"2.5", text:"A reference to any legislation is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it."},
  {n:"2.6", text:"A reference to ‘writing’ or ‘written’ includes email but not faxes."},
  {n:"2.7", text:"A reference to ‘include’, ‘including’ or ‘in particular’ does not limit the sense of the words preceding them."},
  {n:"2.8", text:"References to row numbers are to those row numbers in the Special Terms. Reference to the Special Terms, includes its annex(es). References to Part A and Part B are references to those parts of Annex 1 to the Special Terms. References to clauses are to clauses in the General Terms."},
  {n:"2.9", text:"The terms ‘personal data’ ‘process’, ‘controller’, ‘processor’ and ‘data subject’ are defined in Data Protection Law."}
]},
{n:"3", title:"Term", items:[
  {n:"3.1", text:"The duration of the Agreement is set out in the Special Terms."}
]},
{n:"4", title:"Management of relationship", items:[
  {n:"4.1", text:"Each party’s Representative will have the authority to act as required or permitted under the Agreement."},
  {n:"4.2", text:"The Parties agree to collaborate closely, including exchanging information where necessary, to aid successful performance of this Agreement."},
  {n:"4.3", text:"Each Party will provide the other with such information concerning the use of the Licensed Materials or the Designated AI Solution, as it may from time to time reasonably request, or as otherwise mutually agreed."}
]},
{n:"5", title:"Grant of licence", items:[
  {n:"5.1", text:"Subject to compliance with the Agreement, the Licensor hereby grants the Licensee during the Term, a non-exclusive, non-transferable, non-sublicensable (except as permitted under clause 11), revocable, limited licence to use the Licensed Material to exercise the Rights for the Purpose, each to the extent specified in the Special Terms."},
  {n:"5.2", text:"The Licensor retains all rights not explicitly granted to the Licensee under clause 5.1."}
]},
{n:"6", title:"Restrictions on use", items:[
  {n:"6.1", text:"The Licensee will not use the Licensed Material in any way which is not expressly permitted under clause 5.1 or to the extent permitted under applicable law, unless agreed by the Licensor in writing (which agreement will not be unreasonably withheld or delayed). The Licensee will in particular:", items:[
    {n:"6.1.1", text:"only be permitted to use the Licensed Materials within the Designated AI Solution as described in the Special Terms. Any modification, extension or repurposing of the Designated AI Solution will require the Licensor’s prior written consent;"},
    {n:"6.1.2", text:"not use the Licensed Materials with any other AI system, model or solution other than the Designated AI Solution, without the Licensor’s prior written consent;"},
    {n:"6.1.3", text:"not alter, abridge or modify the Licensed Materials (including not altering the substantive meaning or integrity of the Licensed Materials) beyond what is strictly necessary to exercise the Rights granted to the Licensee;"},
    {n:"6.1.4", text:"not use the Licensed Materials for any purpose not expressly permitted in the Special Terms;"},
    {n:"6.1.5", text:"if it has been granted Output Rights:", items:[
      {n:"(a)", text:"not use the Licensed Materials to generate Outputs that replicate, summarise or paraphrase the Licensed Materials in a way that substitutes or competes with it or the Licensed Materials;"},
      {n:"(b)", text:"not produce Outputs that contain the whole or substantial parts of the Licensed Materials verbatim;"}
    ]},
    {n:"6.1.6", text:"not sell, distribute or publicly display the Licensed Materials themselves;"},
    {n:"6.1.7", text:"not redistribute the Licensed Materials or make them accessible to third parties, including other AI developers or platforms;"},
    {n:"6.1.8", text:"not use the Licensed Materials to reverse engineer or reconstruct proprietary elements of the Licensed Materials;"},
    {n:"6.1.9", text:"not allow anyone other than the Sublicensees to access to the Licensed Materials;"},
    {n:"6.1.10", text:"where the Delivery Method is via API, not systematically download the Licensed Materials in a way that allows later offline retrieval, except for temporary copies and"},
    {n:"6.1.11", text:"not use the Licensed Materials in a way that infringes the moral rights of the Authors."}
  ]},
  {n:"6.2", text:"The Licensee acknowledges that where the Licensor’s grants any consent required under this Agreement, it may be conditional on the Licensee agreeing to additional terms and paying additional fees."}
]},
{n:"7", title:"Licensor’s obligations and rights", items:[
  {n:"7.1", text:"The Licensor will use its reasonable endeavours to deliver or make the Licensed Materials available to the Licensee via the Delivery Method within the timeline set out in row 7 of the Special Terms."},
  {n:"7.2", text:"The Licensor will deliver the Licensed Materials to the Licensee in the format, structure and quality that is consistent with the technical specifications set out in Part A of Annex 1 to the Special Terms."},
  {n:"7.3", text:"The Licensee will have a period of thirty days starting on the date the Licensor first makes the Licensed Material available or accessible to the Licensee (Acceptance Period) to review and test the Licensed Materials to determine whether any part of them is unusable, including due to corruption, material errors or failure to comply with any technical requirements set out in the Special Terms."},
  {n:"7.4", text:"If the Licensee reasonably determines that any part of the Licensed Materials is unusable during the Acceptance Period, it will notify the Licensor in writing, identifying the specific items of the Licensed Materials that are unusable and the reason for rejection."},
  {n:"7.5", text:"In respect of any item of Licensed Materials validly rejected under clause 7.4, the Licensor will within fourteen days, refund to the Licensee a pro-rata proportion of any fees paid for the Licensed Materials, calculated by reference to the proportion of unusable Licensed Materials relative to the total amount of Licensed Materials."},
  {n:"7.6", text:"The Parties acknowledge that where there is any personal data included in the Licensed Materials:", items:[
    {n:"7.6.1", text:"the Licensee will be entitled to use any personal data included which identifies the Author, the organisation it is affiliated to and the curator of that item where the curator is a member of staff of the Licensor for the purpose of complying with and in the circumstances set out under clause 9;"},
    {n:"7.6.2", text:"other than as set out in clause 9, where it has expressly agreed otherwise with the Licensor in writing or where the Licensor directs in writing, the Licensee shall remove all personal data from the Licensed Materials, prior to exercising the Rights."}
  ]},
  {n:"7.7", text:"The Licensee acknowledges that the Licensor may:", items:[
    {n:"7.7.1", text:"improve, modify, remove, or require the Licensee to action any of the foregoing in respect of any part of the Licensed Materials at any time, including because the Licensor no longer has the right to publish it, or because it has reasonable ground to believe it infringes a third party’s Intellectual Property Rights or other rights. The Licensee agrees to effect that removal or editorial revision within 4 days of receipt of the request from the Licensor, and inform the Licensor in writing once such removal or editorial revision has been implemented and the Licensee shall no longer use the original materials; and"},
    {n:"7.7.2", text:"change the Method of Delivery."}
  ]},
  {n:"7.8", text:"Where any part of the Licensed Material withdrawn under clause 7.7.1 comprises a material part of the Licensed Material, the Licensor will at its option:", items:[
    {n:"7.8.1", text:"provide substitute material reasonably equivalent to the withdrawn items; or"},
    {n:"7.8.2", text:"refund to the Licensee a pro-rata portion of the fees paid in advance for such item, calculated by reference to the proportion of the Licensed Materials withdrawn relative to the total amount of the Licensed Materials."}
  ]}
]},
{n:"8", title:"Security", items:[
  {n:"8.1", text:"The Licensee undertakes that it:", items:[
    {n:"8.1.1", text:"will handle the Licensed Materials in accordance with Good Industry Practice which will include storage of the Licensed Materials in a secure environment with access controls, encryption and audit logging;"},
    {n:"8.1.2", text:"will advise the Licensor of any breach in data security within 24 hours of it occurring and its impact on the Licensed Materials; and"},
    {n:"8.1.3", text:"will monitor compliance of its Authorised Users with the relevant terms of this Agreement and block access to the Licensed Materials to any Authorised Users found to be in breach of the relevant terms of this Agreement."}
  ]},
  {n:"8.2", text:"If there has been any actual or suspected infringement of the Licensed Materials, without prejudice to clause 8.1.3, the Licensor may suspend the Licensee’s further access to or use of the Licensed Materials, until such time as the Licensor is confident that no further threat is posed to the Licensed Materials in the Licensee’s control."}
]},
{n:"9", title:"Attribution", items:[
  {n:"9.1", text:"Where the Licensee has been granted Display Rights in respect of the Licensed Materials the Licensee shall comply with this clause 9."},
  {n:"9.2", text:"The Licensee shall in each instance of a Display being generated, ensure that such Display includes:", items:[
    {n:"9.2.1", text:"a reference to the name of the Work, the name of the Author and the organisation that the Author is affiliated to (e.g. academic institution) if relevant; and"},
    {n:"9.2.2", text:"identification of the Licensor as the publisher of the Work, and where feasible a clear link to the original source or landing page provided by the Licensor at which the Work is made available on the Licensor’s website(s)."}
  ]},
  {n:"9.3", text:"The Licensee will obtain the Licensor’s approval to the look and placement of the attribution and identification (required under clause 9.2) before any Rights are exercised under this Agreement."},
  {n:"9.4", text:"Subject to clause 9.5, attribution as required under clause 9.2 may be omitted where:", items:[
    {n:"9.4.1", text:"the Licensed Materials have been aggregated in a way that renders individual attribution impractical;"},
    {n:"9.4.2", text:"the Display is published internally, is non-public and not distributed beyond the Licensee; or"},
    {n:"9.4.3", text:"the Licensor has expressly waived the requirement in writing."}
  ]},
  {n:"9.5", text:"In the case of clause 9.4.1 or clause 9.4.2, the Licensee shall inform the Licensor in writing, if it intends to omit attribution and the reasons on which it is relying to omit attribution."},
  {n:"9.6", text:"The Licensee will not remove, obscure or alter any attribution, copyright notice or other proprietary marking included in or associated with any Work, except with the prior written consent of the Licensor."},
  {n:"9.7", text:"The Licensee acknowledges that attribution does not imply any endorsement by the Licensor of the Designated AI Solution, the Displays or the Licensee’s activities."}
]},
{n:"10", title:"Analytics and reporting", items:[
  {n:"10.1", text:"The Licensee will maintain accurate and complete records in respect of its use of the Licensed Materials and how they influence the Designated AI Solution’s behaviour and Outputs and/or Displays (as relevant)."},
  {n:"10.2", text:"The Licensee will provide the Licensor with analytic reports detailing use of the Licensed Materials within the Designated AI Solution. These reports will be submitted monthly and will include as a minimum, for the previous month:", items:[
    {n:"10.2.1", text:"a summary of the activities conducted on the Licensed Materials (e.g. cleaning, annotation etc);"},
    {n:"10.2.2", text:"if Training Rights have been granted to the Licensee, the number of items of Licensed Materials ingested and referenced during training of the Designated AI Model;"},
    {n:"10.2.3", text:"if Display Rights or Output Rights have been granted to the Licensee, a log of prompts used which result in the Licensed Materials being used in the Designated AI Solution; and"},
    {n:"10.2.4", text:"an overview of Outputs generated that were influenced by the Licensed Materials, or the Displays, including volume and type (e.g. summaries)."}
  ]},
  {n:"10.3", text:"The Licensee will on the Licensor’s request, provide the Licensor with a list of Authorised Users."}
]},
{n:"11", title:"Sublicensees", items:[
  {n:"11.1", text:"The Licensee may only give access to the Licensed Materials to sublicensees, provided:", items:[
    {n:"11.1.1", text:"they are supporting the Licensee in performing some or all of the Licensee’s obligations under the Agreement;"},
    {n:"11.1.2", text:"the Licensee provides any information the Licensor reasonably requests in connection with the proposed sublicensee;"},
    {n:"11.1.3", text:"the Licensee enters into a written agreement with the sublicensee (Sublicensee Contract) that binds the sublicensee to all relevant terms of this Agreement in respect of use of the Licensed Materials, prior to access to the Licensed Materials being given to the proposed sublicensee and that that Sublicensee Contract is no less protective of the Licensor’s rights (including Intellectual Property Rights, restrictions on use and confidentiality obligations) than those set out in this Agreement;"},
    {n:"11.1.4", text:"the Licensee will not, without the Licensor’s prior written consent, agree to amend, waive or terminate any terms of the Sublicensee Contract that is enforceable by the Licensor under this clause 11;"},
    {n:"11.1.5", text:"the Licensee is fully liable to the Licensor for any acts or omissions of the Sublicensees as if those acts or omissions were those of the Licensee itself;"},
    {n:"11.1.6", text:"the Licensee will ensure that any sublicence automatically terminates if this Agreement is terminated or expires and will notify the Sublicensee of that termination or expiry; and"},
    {n:"11.1.7", text:"the Licensee will not permit any Sublicensee to further sub-licence the Licensed Materials unless expressly agreed in writing with the Licensor."}
  ]}
]},
{n:"12", title:"Licensee’s obligations", items:[
  {n:"12.1", text:"The Licensee will:", items:[
    {n:"12.1.1", text:"ensure that its Designated AI Solution complies with AI ethical standards and Good Industry Practice including taking reasonable steps to identify and mitigate bias in its training of the Designated AI Solution and any outputs and displays;"},
    {n:"12.1.2", text:"if the Licensee is permitted under the Special Terms to use the Licensed Materials for public facing outputs or displays, require end users to agree to an end user licence agreement prior to use of the Designated AI Solution, that:", items:[
      {n:"(a)", text:"states that any use of Displays, Outputs and the Derived Outputs is for the end user’s personal use only and a clear prohibition on any other use;"},
      {n:"(b)", text:"prohibits reproduction or distribution of the Licensed Materials that breaches applicable law;"},
      {n:"(c)", text:"contains reservation of all Intellectual Property Rights in the Licensed Materials to the Licensor;"},
      {n:"(d)", text:"confirms that the outputs generated are provided ‘as is’ without any warranty of any kind, express or implied;"},
      {n:"(e)", text:"requires the user to acknowledge and agree that it will not rely on any Outputs or Displays for making decisions or taking any action or for not doing so;"},
      {n:"(f)", text:"requires the user to acknowledge that it is responsible for conducting its own research, evaluation and validation of any information contained in any Output or Display; and"},
      {n:"(g)", text:"disclaims all liability and responsibility for the accuracy, completeness, reliability or suitability of the Outputs and Displays and disclaims all liability of either the Licensee or the Licensor for any losses incurred by the user arising out of the user relying on the Outputs or Displays for making any decision or taking any action or failing to do either, based on the Outputs or the Displays."}
    ]}
  ]}
]},
{n:"13", title:"Audit", items:[
  {n:"13.1", text:"The Licensee agrees to keep true and accurate records containing information in relation to the use of the Licensed Materials and to provide the Licensor with any information it reasonably requests to verify compliance with this Agreement."},
  {n:"13.2", text:"The Licensor has the right during the Term and for 2 years after, on no less than 30 days advance written notice, to audit (either itself or using a third party auditor), during normal business hours, the Licensee’s use of the Licensed Materials to verify compliance with this Agreement. The Licensee will provide the Licensor with access to relevant systems or environments where the Licensed Materials are used or accessed, as well as to personnel responsible for managing the Licensed Materials, subject to reasonable confidentiality and security protocols."},
  {n:"13.3", text:"The right of audit may not be exercised more than once in any 12 month period, except that the Licensor or its third party auditor may make more than one visit in such period, if it is to follow up a first inspection or if it reasonably suspects that the Licensee is using the Licensed Materials in breach of this Agreement. The Licensor will be responsible for its costs in carrying out the audit, unless non-compliance is discovered, in which case the Licensee will reimburse the Licensor’s for its reasonable audit expenses."}
]},
{n:"14", title:"Intellectual Property Rights", items:[
  {n:"14.1", text:"As between the Licensor and the Licensee, the Licensor is the owner of all intellectual property rights in the Licensed Materials."},
  {n:"14.2", text:"Where the Licensee has been granted Output Rights or Display Rights, the Licensee agrees that all Outputs and Displays that are created, developed or generated by the Designated AI Solution that translate or substantially reproduce, summarise, transform, or derive from the Licensed Materials (to the extent any of those actions are permitted under the Agreement) will be deemed to incorporate the intellectual property of the Licensor and accordingly:", items:[
    {n:"14.2.1", text:"all rights, title and interest in any such Outputs and Displays will vest in the Licensor (the Derived Outputs);"},
    {n:"14.2.2", text:"the Licensee hereby assigns to the Licensor with full title guarantee, by way of assignment of existing and future copyright and database right, the entire copyright and all other rights of a like nature throughout the world in the Derived Outputs (the Assigned Rights) to hold the Assigned Rights absolutely and for the full period which the Assigned Rights subsist including all renewals, revivals and extensions, whether such rights of renewal, revival or extension now exist or are in the future created by the laws in force in any part of the world, and under the intent that such assignment will be without reservation or condition;"},
    {n:"14.2.3", text:"to the extent any moral rights arise in the Derived Outputs and to the extent permitted by law, the Licensee waives and undertakes to procure the waiver of any moral rights in the Derived Outputs in favour of the Licensor;"},
    {n:"14.2.4", text:"the Licensee will execute and do, and deliver all such acts and instruments as the Licensor may at its own expense from time to time reasonably require for the purpose of confirming or further assuring its title to the Assigned Rights; and"},
    {n:"14.2.5", text:"the Licensee will not publish, distribute, commercialise or otherwise exploit any Derived Outputs in the Designated AI Solution or otherwise, contrary to the use expressly permitted under this Agreement, without the prior written consent of the Licensor."}
  ]}
]},
{n:"15", title:"Fees and payment", items:[
  {n:"15.1", text:"The Licensee will pay the Licensor the fees specified in the Special Terms, in accordance with the remainder of this clause 15:", items:[
    {n:"15.1.1", text:"besides the fees owed to the Licensor under this Agreement, the Licensee must pay any relevant sales, value added, withholding or similar taxes that apply. These must be paid to the Licensor or the applicable taxing authority so that after paying them, the Licensor still receives the full amount specified in the Special Terms;"},
    {n:"15.1.2", text:"the Licensee must pay by bank transfer and pay all related bank and currency conversion charges;"},
    {n:"15.1.3", text:"payment will be made in the currency specified in the Special Terms;"},
    {n:"15.1.4", text:"all invoices issued by the Licensor will be paid within 30 days of the date of the invoice;"},
    {n:"15.1.5", text:"the Licensor may charge interest on any unpaid and due payments. The rate will be the higher of 8 per cent per year above the Bank of England’s base rate (but 4% per year if the base rate is 0% or below) or the highest interest rate allowed by law in the Licensee’s main business jurisdiction. This interest will be calculated on a daily basis and will be charged from the first date on which that payment was due until the Licensor receives the full amount, whether before or after judgment; and"},
    {n:"15.1.6", text:"If the Licensee does not pay in line with this clause 15 in addition to other legal solutions available to the Licensor, the Licensor can, after providing the Licensee with no less than 10 days prior written notice, suspend delivery of or access to the Licensed Materials or require the Licensee to cease using the Licensed Materials (and the Licensee will comply). The Licensee will nevertheless be liable to pay for the remaining part of the Term."}
  ]}
]},
{n:"16", title:"Confidentiality and Announcements", items:[
  {n:"16.1", text:"All Confidential Information disclosed by the Disclosing Party to the Recipient (before or after the Term) will be held in confidence and used only for the purposes of performing this Agreement."},
  {n:"16.2", text:"The restriction in clause 16.1 does not apply to information, to the extent it:", items:[
    {n:"16.2.1", text:"is in the possession of the Recipient at the time of its disclosure and not otherwise subject to obligations of confidentiality;"},
    {n:"16.2.2", text:"is or becomes public, through no wrongful act or omission of the Recipient or breach of this Agreement;"},
    {n:"16.2.3", text:"is received without restriction from a third party without reference to the Confidential Information or other information of the Disclosing Party; or"},
    {n:"16.2.4", text:"is disclosed as required by law."}
  ]},
  {n:"16.3", text:"The Recipient may disclose the Confidential Information of the Disclosing Party:", items:[
    {n:"16.3.1", text:"to the Authorised Users, employees, officers and representatives who need to know such information for the purpose of exercising the party’s rights or carrying out its obligations under this Agreement. Each party will ensure that those individuals to whom it discloses the Confidential Information comply with this clause 16; and"},
    {n:"16.3.2", text:"as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority."}
  ]},
  {n:"16.4", text:"No party is entitled to publicise the relationship between the Parties unless otherwise mutually agreed in writing."}
]},
{n:"17", title:"Warranties and indemnities", items:[
  {n:"17.1", text:"Each Party warrants and undertakes to the other that it has full power and authority to enter into this Agreement and perform its obligations under this Agreement."},
  {n:"17.2", text:"The Licensor warrants and undertakes to the Licensee that:", items:[
    {n:"17.2.1", text:"it has the right and power to grant the rights granted to the Licensee in this Agreement; and"},
    {n:"17.2.2", text:"the Licensed Materials, as supplied and when used in accordance with this Agreement, do not infringe the Intellectual Property Rights of any third party, nor do they contain any defamatory, discriminatory or obscene content."}
  ]},
  {n:"17.3", text:"The Licensee warrants and undertakes to the Licensor that:", items:[
    {n:"17.3.1", text:"it will comply with all applicable laws and regulations, in performing its obligations and exercising its rights under this Agreement and in deploying the Designated AI Solution;"},
    {n:"17.3.2", text:"the Outputs and Displays generated, displayed or otherwise made available by the Designated AI Solution will comply with all applicable laws and regulations, including laws relevant to Data Protection Law;"},
    {n:"17.3.3", text:"the Outputs (except for the Licensed Materials included in them) will not infringe the intellectual property rights or other proprietary rights of any third party;"},
    {n:"17.3.4", text:"the AI Designated Solution will not produce discriminatory, harmful or unethical Outputs or Displays and that the Licensee will implement reasonable measures to identify and mitigate bias, misinformation and harmful content in the Outputs and Displays; and"},
    {n:"17.3.5", text:"the Outputs and Displays will not falsely imply any endorsements by or affiliation with the Licensor, unless the Licensor expressly approves in writing."}
  ]},
  {n:"17.4", text:"Except where expressly provided, all conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement, whether by legislation, common law or otherwise, are hereby excluded to the maximum extent permitted by law."},
  {n:"17.5", text:"The Licensor will indemnify, defend and hold harmless the Licensee from and against any and all claims, liabilities, damages, costs and expenses (including reasonable legal expenses) arising out of or connected with any claim by a third party against the Licensee or its Authorised Users, that their use of the Licensed Materials in accordance with this Agreement, infringes the Intellectual Property Rights of that third party."},
  {n:"17.6", text:"The Licensee will not be entitled to claim under the indemnity in clause 17.5 or otherwise claim that the Licensed Materials infringe third party Intellectual Property Rights to the extent that the Licensee:", items:[
    {n:"17.6.1", text:"has modified, adapted or otherwise altered the Licensed Materials or has not used them in accordance with the terms of the Agreement and the infringement of Intellectual Property Rights has arisen as a result of the same;"},
    {n:"17.6.2", text:"combines the Licensed Materials with Synthetic Content or Third Party Content (to the extent it is permitted to do so) or other materials or systems in a manner that causes the infringement; or"},
    {n:"17.6.3", text:"fails to attribute an Author as required under this Agreement, which is the cause of action in the third party claim."}
  ]},
  {n:"17.7", text:"The Licensee will indemnify, defend and hold harmless the Licensor from and against any and all claims, liabilities, damages, costs and expenses (including reasonable legal expenses) the Licensor may suffer or incur arising out of:", items:[
    {n:"17.7.1", text:"a breach by the Licensee of any of the warranties it gives in clause 17.3;"},
    {n:"17.7.2", text:"any unauthorised use or distribution of the Licensed Materials;"},
    {n:"17.7.3", text:"the Synthetic Content or Third Party Content included in any Outputs or Displays; and"},
    {n:"17.7.4", text:"any failure by the Licensee to comply with clause 12.1.2."}
  ]}
]},
{n:"18", title:"Conduct of Claims", items:[
  {n:"18.1", text:"Whenever a party (the \"Indemnifier\") is required to indemnify the other party (the \"Indemnified\") under this Agreement:", items:[
    {n:"18.1.1", text:"the Indemnified will:", items:[
      {n:"(a)", text:"notify the Indemnifier promptly upon becoming aware of any matter or claim to which the indemnity relates;"},
      {n:"(b)", text:"not make any admission or settlement in respect of such matter or claim without the prior written consent of the Indemnifier (such consent not to be unreasonably withheld or delayed); and"},
      {n:"(c)", text:"allow the Indemnifier, where appropriate, to appoint legal advisers of its choice and to conduct and/or settle negotiations and/or proceedings relating to such matter or claim or (where it is not appropriate for the Indemnifier to have conduct of such negotiations and/or proceedings) the Indemnified will comply with the Indemnifier's reasonable requests in the conduct of any such negotiations and/or proceedings."}
    ]}
  ]}
]},
{n:"19", title:"Limitations of Liability", items:[
  {n:"19.1", text:"To the fullest extent permitted by law, the Licensor expressly disclaims any and all liability (whether in contract, tort (including negligence), statutory duty or otherwise) for any loss, damage, claim or expense arising out of or in connection with the generation, use, reliance on, quality of, or distribution of the Synthetic Content or Third Party Content. The Licensee will be solely responsible for the generation, use, quality and dissemination of the Synthetic Content and Third Party Content and for ensuring compliance of the same with all applicable laws, regulations and third party rights."},
  {n:"19.2", text:"Nothing in the Agreement will exclude or limit a party’s liability for:", items:[
    {n:"19.2.1", text:"death or personal injury caused by its negligence;"},
    {n:"19.2.2", text:"breach of clause 16.1;"},
    {n:"19.2.3", text:"fraud or fraudulent representation or wilful misconduct;"},
    {n:"19.2.4", text:"any claim made under an indemnity in the Agreement;"},
    {n:"19.2.5", text:"breach of Data Protection Law; or"},
    {n:"19.2.6", text:"any failure to pay fees due under this Agreement and any interest due under clause 15.1.5;"},
    {n:"19.2.7", text:"any other liability the limitation or exclusion of which is not permitted by applicable law."}
  ]},
  {n:"19.3", text:"Subject to clause 19.2, neither party will be liable for any:", items:[
    {n:"19.3.1", text:"indirect, special or consequential losses;"},
    {n:"19.3.2", text:"business interruption;"},
    {n:"19.3.3", text:"loss of profits;"},
    {n:"19.3.4", text:"loss of revenue; or"},
    {n:"19.3.5", text:"loss of business opportunity."}
  ]},
  {n:"19.4", text:"Subject to clause 19.1, 19.2 and 19.3, the total aggregate liability of each party to the other arising in connection with a claim or series of connected claims arising from the same incident will not exceed the higher of: (i) {{liabilityCap}} or (ii) 3 x the total fees paid or payable by the Licensee to the Licensor as specified in the Special Terms."}
]},
{n:"20", title:"Data Protection", items:[
  {n:"20.1", text:"The Parties acknowledge, that to the extent that personal data is processed in connection with this Agreement, each acts as an independent controller under applicable Data Protection Law."},
  {n:"20.2", text:"Each party will:", items:[
    {n:"20.2.1", text:"comply with Data Protection Law in relation to its processing of personal data under this Agreement;"},
    {n:"20.2.2", text:"ensure that it has a lawful basis for such processing and (where relevant) has provided all necessary notices to, and obtained all necessary consents from, data subjects;"},
    {n:"20.2.3", text:"maintain a record of its processing activity;"},
    {n:"20.2.4", text:"implement appropriate technical and organisational measures to safeguard personal data against accidental loss, destruction or damage;"},
    {n:"20.2.5", text:"promptly notify the other party of any personal data breach relating to personal data shared under this Agreement which is likely to have a material impact on the other party and provide reasonable cooperation in relation to any investigation or mitigation; and"},
    {n:"20.2.6", text:"promptly notify the other party if it receives a complaint or data subject access request relating to personal data processed under this Agreement which requires action by the other party and cooperate with the other party to enable an appropriate response; and"},
    {n:"20.2.7", text:"provide reasonable assistance to the other party in responding to requests or complaints from regulator or third parties concerning personal data shared under this Agreement, to the extent that such requests relate to the other party’s processing."}
  ]},
  {n:"20.3", text:"The Licensee will not process personal data received from the other party for any purpose other than those specified in this Agreement or otherwise agreed in writing by the Licensor."},
  {n:"20.4", text:"If personal data shared under this Agreement will be transferred outside the UK or the EEA by either party, that party shall ensure that such transfer complies with Data Protection Law and that appropriate safeguards (such as the UK Data Transfer Agreement or the EU’s Standard Contractual Clauses) are in place prior to the transfer."}
]},
{n:"21", title:"Insurance", items:[
  {n:"21.1", text:"The Licensee will at its own cost maintain in full force through the Term and for 2 years after:", items:[
    {n:"21.1.1", text:"Professional Indemnity Insurance covering claims arising from breach of contract, negligence, and infringement of intellectual property rights, with a minimum limit of {{piInsurance}} per claim; and"},
    {n:"21.1.2", text:"Cyber Liability Insurance covering data breaches, unauthorised access, and loss of personal data, with a minimum limit of {{cyberInsurance}} per claim."}
  ]},
  {n:"21.2", text:"The Licensee will provide the Licensor with evidence of such insurance upon request and will notify the Licensee of any material changes or cancellations. Failure to maintain adequate insurance will constitute a material breach of this Agreement."},
  {n:"21.3", text:"Where the Licensee appoints a Sublicensee the Licensee will be responsible for ensuring the Sublicensee takes out and maintains appropriate insurance."}
]},
{n:"22", title:"Termination", items:[
  {n:"22.1", text:"The Licensor may terminate this Agreement with immediate effect by giving the Licensee written notice if:", items:[
    {n:"22.1.1", text:"the Licensee breaches any of its obligations under this Agreement (including payment) and fails to remedy the breach within 30 days of being notified in writing by the Licensor;"},
    {n:"22.1.2", text:"the Licensed Materials are used in a manner that is unlawful or unethical;"},
    {n:"22.1.3", text:"the Licensee challenges or disputes the Licensor’s ownership of or rights in the Licensed Materials;"},
    {n:"22.1.4", text:"continued licensing of the Licensed Materials would, in the reasonable opinion of the Licensor, expose it to legal, regulatory or reputational risk under applicable laws;"},
    {n:"22.1.5", text:"the Licensee is unable to pay its debts as they fall due or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from the reconstruction or amalgamation, if a different legal entity, will agree to be bound by and assume the obligations of the Licensee) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrative receiver or an administrator appointed over any of its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the reasonable opinion of the Licensor means that the Licensee may be unable to pay its debts, as they fall due or if the Licensee suspends or ceases or threatens to cease carrying out all or a substantial part of its business, or its financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or"},
    {n:"22.1.6", text:"there is a change of Control of the Licensee."}
  ]}
]},
{n:"23", title:"Effect of Termination", items:[
  {n:"23.1", text:"On expiry or termination of the Agreement:", items:[
    {n:"23.1.1", text:"the Licensee will cease to make any further use the Licensed Materials and will cease to generate Displays (if it has been granted the right to do so). The Parties acknowledge that to the extent that the AI Designated Model has been trained on the Licensed Materials, there is no requirement on the Licensee to delete or withdraw the Designated AI Solution, nor to cease use of the Outputs generated prior to the date of termination, but the Licensee acknowledges that any use of Outputs generated prior to the date of termination, continue to be subject to the terms of this Agreement;"},
    {n:"23.1.2", text:"all rights and authorisations granted by the Licensor to the Licensee under this Agreement will automatically terminate and immediately revert to the Licensor;"},
    {n:"23.1.3", text:"except where otherwise expressly provided, all obligations of the Parties will cease;"},
    {n:"23.1.4", text:"each party will, at the other’s option, provide all copies of the other party’s Confidential Information to the other party or destroy them;"},
    {n:"23.1.5", text:"clauses 2, 13, 14.2.3, 16, 17, 18, 19, 21, this clause 23.1, 19, 21, 26 and clauses 28 to 34 of these General Terms, and any provisions expressly provided to survive termination elsewhere in the Agreement, will remain in effect; and"},
    {n:"23.1.6", text:"any rights and obligations of either party which have arisen on or before expiration or termination, including the right to claim damages for a breach of the Agreement will remain unaffected."}
  ]},
  {n:"23.2", text:"Within 30 days of the end of the Agreement, the Licensee will:", items:[
    {n:"23.2.1", text:"submit final reports under clause 9 covering the last month’s usage of the Licensed Materials; and"},
    {n:"23.2.2", text:"confirm that all copies of the Licensed Materials have been deleted and if required by the Licensor will certify such destruction in writing, signed by a director of the Licensee."}
  ]}
]},
{n:"24", title:"Assignment", items:[
  {n:"", text:"Other than as expressly set out in this Agreement, neither party shall, without the prior written consent of the other party (not to be unreasonably withheld or delayed), assign, transfer, charge, declare a trust over, sub-license, or otherwise dispose of or deal with any of its rights or obligations under this Agreement, whether in whole or in part."}
]},
{n:"25", title:"Force majeure", items:[
  {n:"", text:"If a party fails or delays in performing any or all of its obligations under this Agreement because of an Event of Force Majeure it will notify the other as soon as practicable and will resume its obligations when the event comes to an end. If non-performance continues for a continuous period of more than 4 weeks, the party not affected may terminate this Agreement immediately by written notice to the affected party."}
]},
{n:"26", title:"Communications between the Parties", items:[
  {n:"26.1", text:"All notices, requests and consents which are required or permitted under this Agreement will be in writing, in English and be deemed to have been given:", items:[
    {n:"26.1.1", text:"at the time of delivery, when delivered in person;"},
    {n:"26.1.2", text:"seven days after posting, if delivered by registered post;"},
    {n:"26.1.3", text:"at the time shown in any delivery receipt received by the sender from its e-mail service provider, if delivered by e-mail."}
  ]},
  {n:"26.2", text:"Any notices informing the other party of a breach of or termination of this Agreement will be delivered by e-mail and confirmed by post and will be deemed delivered in accordance with clause 26.1."}
]},
{n:"27", title:"Changes", items:[
  {n:"", text:"Any changes to this Agreement must be in writing and signed by the Parties in order to be effective."}
]},
{n:"28", title:"Waiver", items:[
  {n:"", text:"The fact that a Party may fail to enforce or delay in enforcing any right it has under this Agreement arising from a breach of this Agreement, will not operate as a release or waiver of that right, unless the Parties have so agreed in line with clause 27."}
]},
{n:"29", title:"Entire Agreement", items:[
  {n:"", text:"The Agreement comprises the entire agreement between the Parties and replaces and extinguishes all previous agreements and understandings between the Parties relating to its subject matter."}
]},
{n:"30", title:"Third Party Rights", items:[
  {n:"", text:"No term of this Agreement will be enforceable (under any applicable law) by any party who is not a party to this Agreement."}
]},
{n:"31", title:"Inadequacy of damages", items:[
  {n:"", text:"Without prejudice to any other rights or remedies that the Licensor may have, the Licensee acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Licensee. Accordingly, the Licensor will be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement."}
]},
{n:"32", title:"Severability", items:[
  {n:"32.1", text:"If any of the provisions of this Agreement is found by a court of competent jurisdiction to be void or unenforceable then that provision will be deemed to be deleted from this Agreement and the remaining provisions of this Agreement will continue in full force and effect."},
  {n:"32.2", text:"Notwithstanding clause 32.1, the Parties will be able to negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provision found to be void or unenforceable."}
]},
{n:"33", title:"Governing Law", items:[
  {n:"", text:"This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the law of {{governingLaw}}."}
]},
{n:"34", title:"Jurisdiction", items:[
  {n:"", text:"Each Party irrevocably agrees that the courts of {{jurisdiction}} will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation."}
]}
];