Radio Manufacturer Terms of Use
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1. What are these Radio Manufacturer Terms of Use about?
	1.1	RadioDNS Limited (company number 08818015) is an organisation which works to assist the majority of radio stations publish a consistent set of metadata for manufacturers to use in their Radios. Radio manufacturers may use such metadata in accordance with any terms provided by the broadcaster which supplies it.
1.2	"Radio(s)" means any device or software (including applications) capable of receiving broadcast radio.
1.3	The BBC would like to provide an accurate set of data and links to Manufacturers for use in the Manufacturers' Radios ("Purpose").
1.4	These radio manufacturer terms of use ("Radio Manufacturer Terms") apply solely to Radio manufacturers which utilise the BBC Metadata ("Manufacturer(s)") and set out how such Manufacturers may use BBC Metadata in their Radio(s). Any reference in the Radio Manufacturer Terms to "you" or "your" means you, as a Manufacturer.  
1.5	 BBC Metadata is made available to Manufacturers for the Purpose under the Radio Manufacturer Terms by the British Broadcasting Corporation of Broadcasting House, Portland Place, London, W1A 1AA (the "BBC").
1.6	"BBC Metadata" is any metadata provided by the BBC via a dedicated web feed solely for the Purpose.
1.7	The BBC agrees that it MAY provide the following BBC Metadata to Manufacturers in respect of each of its radio stations subject to Manufacturers' compliance with these Radio Manufacturer Terms:
		1.7.1 station name;
		1.7.2 station description;
		1.7.3 one (1) genre;
		1.7.4 five (5) logos of defined sizes;
		1.7.5 transmission information for FM, DAB, DAB+ and HD; and
		1.7.6 RadioDNS Limited information
		1.7.7 additional genre information;
		1.7.8 streaming URLs;
		1.7.9 keywords;
		1.7.10 links (to websites, Twitter, Facebook, Wikipedia etc.);
		1.7.11 geolocation; and
		1.7.12 station grouping information.
1.8	The BBC may update the Radio Manufacturer Terms from time to time so please review them regularly. Manufacturer agrees to be legally bound by whichever version of the Radio Manufacturer Terms is in force at the relevant time. By using BBC Metadata, you indicate that you accept the Radio Manufacturer Terms and that you agree to comply with them. Your continued use of BBC Metadata will be deemed acceptance of any subsequent revisions to the Radio Manufacturer Terms. If you do not agree with the Radio Manufacturer Terms or any revisions, please do not use BBC Metadata.
1.9 If you have any questions about the Radio Manufacturer Terms or your use of BBC Metadata, then you may find the answer at the BBC Help page. If you cannot find the answer there, or if you have any comments or complaints about BBC Metadata, you can contact the BBC.
1.10 If you receive any enquiries or complaints which relate to the BBC, any BBC Metadata, you should promptly refer such enquiries to the BBC.

2. General prohibition of use and intellectual property rights
2.1	You may not copy, reproduce, republish, disassemble, decompile, reverse engineer, download, post, broadcast, transmit, distribute, lend, hire, sub-license, rent, perform, make a derivative work from, make available to the public, adapt, alter, edit, re-position, frame, rebrand, change or otherwise use in any way any BBC Metadata in whole or in part on your Radio(s) or elsewhere or permit or assist any third party to do the same except to the extent set out herein or permitted at law.
2.2	All copyright, trade marks, design rights, patents and other intellectual property rights (registered and unregistered) in BBC Metadata shall remain vested in the BBC or its licensors.
2.3	The names, images and logos identifying the BBC in BBC Metadata are subject to copyright, design rights and trade marks (registered and unregistered) of the BBC or any other relevant third party or licensor.
2.4	All BBC and/or licensor rights (including copyright, trade marks, patents, design rights and other intellectual property rights) in BBC Metadata are reserved by the BBC as owner or on behalf of licensors as licensee, as appropriate and nothing in the Radio Manufacturer Terms operates to transfer or licence these rights to Business Users. For the avoidance of doubt, nothing in the Radio Manufacturer Terms will operate to transfer or license any rights owned by the BBC in any BBC trade marks or logos.

3. Additional Licence conditions
3.1 Manufacturer shall ensure that:
		3.1.1 BBC Metadata is used as an incidental or ancillary part of the Manufacturer's Radio(s) and are not used to create pages or services that have a similar look and feel to any BBC products or services;
		3.1.2 the Manufacturer's Radio(s) is/are not an Excluded Product or Service (as defined in the Terms of Use of BBC Online Services) and an Excluded Product or Service or an advertisement for an Excluded Product or Service is not placed on the same page as any BBC Metadata;
		3.1.3 access to BBC Metadata is made available to all users of the Manufacturer's Radio(s) free of charge. The Manufacturer may not charge users to access any BBC Metadata or otherwise directly commercialise any BBC Metadata;
		3.1.4 all BBC Metadata on any Manufacturer's Radio(s) is available to all users of the Manufacturer's Radio(s) as made available by the BBC and the Manufacturer may not edit the BBC Metadata to create derivative or new editorial comprising parts or edits of any BBC Metadata on the Manufacturer's Radio(s);
		3.1.5 Manufacturer acknowledges that the BBC Metadata is made available to the Manufacturer and to the users of its Radio(s) at the sole discretion, management, operational and editorial control of the BBC. The BBC reserves its right to interrupt, discontinue, remove or suspend the whole or part of any BBC Metadata from time to time for operational reasons, such as maintenance, network performance and volume of use or for other necessary and reasonable purposes such as for editorial purposes or in order to comply with applicable policy or regulation;
		3.1.6 BBC Metadata may be used by the Manufacturer and accessed by users of the Manufacturer's Radio(s) worldwide; and
		3.1.7 the BBC Metadata is used in accordance with applicable BBC Guidelines.

4. Manufacturer obligations
4.1 The manufacturer will make the BBC Metadata available in full on the Manufacturer's Radio(s) in accordance with the Radio Manufacturer Terms at its own cost.
4.2 The Manufacturer will ensure that it accurately display(s) any BBC Metadata that it makes available on its Radio(s).
4.3 The Manufacturer shall ensure that it regularly accesses the BBC Metadata at the location authorised by the BBC to ensure that it is accurate and up to date.

5. Announcements, advertising, sponsorship and marketing
5.1 The Manufacturer will not cause or permit any advertising, sponsorship or marketing to be displayed on any Manufacturer's Radio(s) in such a way so that it is associated with any BBC Metadata, and/or is graphically or technically combined with any BBC Metadata
5.2 The Manufacturer will not claim nor imply that it has an exclusive relationship with the BBC; that it offers exclusive access to BBC Metadata; or that the BBC endorses any of the Manufacturer's Radio(s).
5.3 The Manufacturer will ensure that there is no advertising, sponsorship or marketing placed directly over or next to any BBC Metadata on the Manufacturer's Radio(s). 
5.4 The Manufacturer will not issue any press release or make any other public announcement of its use of BBC Metadata without the prior written consent of the BBC.

6. Manufacturer warranties
6.1 Manufacturer represents and warrants to the BBC that:
		6.1.1 it has the full right, power and authority to enter into the Radio Manufacturer Terms;
		6.1.2 it will comply with all applicable laws and regulations;
		6.1.3 it will comply with its obligations under the Radio Manufacturer Terms;
		6.1.4 it will ensure that the BBC Metadata are used accurately and are up-to-date in accordance with clause 4 and that the BBC Metadata is available and enabled on the Manufacturer's Radio(s) at all times;
		6.1.5 it will not copy, reproduce, republish, disassemble, decompile, reverse engineer, download, post, broadcast, transmit, distribute, lend, hire, sub-license, rent, perform, make a derivative work from, make available to the public, adapt, alter, edit, re-position, frame, rebrand, change or otherwise use in any way any BBC Metadata in whole or in part on the Manufacturer's Radio(s) or elsewhere or permit or assist any third party to do the same except to the extent except to the extent set out herein or permitted at law; and
		6.1.6 it will not use the BBC Metadata in any way that could bring the BBC into disrepute (with reference to BBC Guidelines) or otherwise cause the BBC any loss or damage.
6.2 Except as expressly provided in the Radio Manufacturer Terms, neither party makes to the other any representations, nor gives to the other any warranties (whether express or implied) to the extent permitted by applicable laws.

7. No BBC warranty
7.1 BBC Metadata is provided on a free-of-charge, "as is" and on an "as available" basis. To the extent permitted by law, the BBC excludes all representations and warranties (whether express or implied by law), including the implied warranties of satisfactory quality, fitness for a particular purpose, compatibility, security and accuracy. The BBC does not guarantee the timeliness, completeness or performance of BBC Metadata.
7.2 While the BBC tries to ensure that all BBC Metadata is correct at the time of publication, no responsibility is accepted by or on behalf of the BBC for any errors, omissions or inaccurate BBC Metadata.
7.3 The BBC does not warrant that the provision of BBC Metadata will be uninterrupted or error free, that defects will be corrected or that the BBC Metadata is free of viruses or bugs. Manufacturer acknowledges that it is its responsibility to implement sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy its particular requirements for the accuracy of data input and output.

8. Limitation of BBC Liability
8.1 BBC Metadata is made available on a free-of-charge, "as-is" and on an "as available" basis. Accordingly, subject to clause 8.2, and to the extent permitted by law, the BBC excludes all liability to the Manufacturer for any loss or damage howsoever arising out of or in connection with the Radio Manufacturer Terms, including but not limited to any liability arising in relation to BBC Metadata or any virus or other contamination or any unavailability of BBC Metadata. In addition, subject to clause 8.2, the BBC will not be liable for any of the following losses or damage (whether such damage or losses were foreseen, foreseeable, known or otherwise) arising out of or in connection with the Manufacturer's use of BBC Metadata under the Radio Manufacturer Terms:
		8.1.1 negligence;
		8.1.2 loss of data;
		8.1.3 loss of revenue or anticipated profits;
		8.1.4 loss of business;
		8.1.5 loss of opportunity;
		8.1.6 loss of goodwill or injury to reputation;
		8.1.7 losses suffered by third parties; or
		8.1.8 any indirect, consequential, special or exemplary damages arising from the use of BBC Metadata regardless of the relevant form of action.
8.2 Nothing in the Radio Manufacturer Terms limits or excludes either party's liability for:
		8.2.1 death or personal injury caused by its negligence;
		8.2.2 fraud or fraudulent misrepresentation; or
		8.2.3 any other liability which cannot be excluded or limited under applicable law.

9. Indemnity
9.1 The Manufacturer agrees to indemnify, hold harmless and defend the BBC in respect of all damages, claims, demands, liabilities (including liability to third parties), losses, costs and expenses, including reasonable legal fees and costs, arising out of or as a result of any breach of the Radio Manufacturer Terms by the Manufacturer or otherwise in connection with its use of the BBC Metadata.

10. Termination
10.1 The BBC may terminate the Radio Manufacturer Terms at its sole discretion without cause at any time with immediate effect.
10.2 The Manufacturer may terminate the Radio Manufacturer Terms at its sole discretion without cause at any time with immediate effect by ceasing to use BBC Metadata.
10.3 On the termination of the Radio Manufacturer Terms, all rights granted to the Manufacturer under the Radio Manufacturer Terms will cease immediately and any use of BBC Metadata by the Manufacturer will cease immediately.

11. General provisions
11.1 The Radio Manufacturer Terms will be governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the courts of England and Wales in the event of any claim or dispute in connection with the Radio Manufacturer Terms. 
11.2 Nothing in the Radio Manufacturer Terms will be construed as creating a partnership, joint venture or agency relationship between the BBC and the Manufacturer. 
11.3 Any failure or delay by the BBC in exercising its rights under any provisions of the Radio Manufacturer Terms will not be construed as a waiver of those rights. 
11.4 The Radio Manufacturer Terms do not create or confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999 (as may be amended or replaced). 
11.5 The Radio Manufacturer Terms are personal to the Manufacturer and will not be assigned or otherwise transferred in whole or in part by the Manufacturer. 
11.6 If any part of the Radio Manufacturer Terms is proven to be invalid, unenforceable or illegal, the other provisions will remain in force. 
11.7 The Radio Terms of Use, including any Additional Terms, supersede all prior agreements and understandings between the parties concerning its subject matter and constitutes the entire agreement between the parties.