Common use of Content Delivery Clause in Contracts

Content Delivery. 17.1. Where HCI agrees to provide the Customer with Content under the Project Brief: (a) The parties agree to the Works as stated in the Project Brief. (b) The Parties may agree the Works from time to time by agreement in writing. (c) HCI shall commence delivery of the Content no later than the Launch Date as provided for in the Project Brief. (d) HCI shall, by no later than the Launch Date and solely for the purpose of delivering, identifying and managing the Content to and on the Platform provide the Customer with the rights to and means of;- (i) Accessing the Platform in accordance with the Project Brief; (ii) Using the Platform in accordance with the Project Brief; And throughout the Term, maintain suitable facilities for the pick-up and transmission of the Content. 17.2. Upon serving 24 hours’ advance notice to the Customer, where reasonably practicable, HCI may, from time to time, in its reasonable discretion either 17.3. The Customer shall, as soon as reasonably practicable, following a request from HCI, and in any event within 24 hours of such request, remove any specified Content from the Platform, if HCI considers that, in its good faith judgment: (a) The Customer’s distribution of the Content might infringe upon the rights (including but not limited to the Intellectual Property Rights) of any third party (or HCI) or in the event of any allegation by a third party of infringement of such rights or if HCI has reason to believe that an allegation of infringement may be made by a third party as a result of such distribution; (b) It no longer has, or it considers that it may no longer have all requisite rights to permit the Customer distribution of the Content in accordance with this agreement; (c) HCI’s distribution of the Content, in whole or in part, might violate any law, regulation, court order or other ruling of any governmental, judiciary or regulatory body; (d) Medical advice provided for within the Content is changed, no longer relevant or generally not advised (save that nothing within this clause shall prejudice the limitation of liability set out in clause 23); (e) There is any other bona fide legal or commercial reason. 17.4. In the event that HCI either suspends of withdraws delivery of, or access to, any Content, the parties shall negotiate, in good faith, the provision by HCI of replacement Content. 17.5. The Customer may, subject to obtaining the prior consent of HCI, where it is practicable to obtain such consent, cease making the Content available to End Users (Takedown), either in whole or in part where either party becomes aware that the Content: (a) Violates the Intellectual Property Rights or any other rights of any third party or HCI; (b) Violates any applicable law, regulation, code of practice or is subject to an injunction or other action by a third party; (c) Violates the Customer’s policies; or (d) The placement of the Content is impacting the integrity or technical performance of any service technology. 17.6. Where it is not practicable for the Customer to obtain consent from HCI before a Takedown under clause 17.5, such action can be taken unilaterally by the Customer provided that such decision can be reasonably justified under the provisions of this clause. 17.7. Where the Customer conducts a Takedown, it shall immediately notify HCI, in writing, of the Takedown and the reasons behind it.