Note: reference to sponsorship and sponsors in these terms and conditions will be taken to include advertising and advertisers
1. Arbor Communications Pty Ltd incorporated in Australia, ACN 053751134 ("Arbor") produces the Arbor Clinical Nutrition Updates ("the Updates"), a summary of current nutrition research distributed by email to subscribers who have requested the Updates as a free service ("subscribers").
The Updates are usually distributed both as a plain text, non-html email and as an Acrobat document attached to that email ("Acrobat version"), however there are some issues for which and some subscribers to whom only the plain text email version is sent.
2. Arbor accepts sponsorship or advertising from the sponsor specified in Schedule 1 ("the sponsor"):
i. for those issues detailed in Schedule 1 ("sponsored issues"); and
ii. which are to be distributed to subscribers who give their location as being in the countries detailed in Schedule 1 ("sponsored subscribers"); and
iii. upon payment by the sponsor to Arbor of the sum for sponsorship in the amount and manner as set out in Schedule 2.
Upon accepting sponsorship, Arbor undertakes to display subject to clause 3 copy provided by the sponsor ("sponsor's copy") within a clearly demarcated section ("sponsor's section") of each the sponsored issues. All other content within the Updates is referred to in this agreement as "the Arbor content".
Arbor will not accept any other sponsors within the sponsor's section for the sponsored issues (this constraint does not preclude Arbor from including within the Updates information on or links to research articles, web sites connected with the topic of the Update, books, conferences and seminars, including appropriate graphics and acknowledgement of authors, publishers and organizers).
3. Sponsor’s copy
(a) The sponsor will supply Arbor with the sponsor's copy at least two weeks in advance of the due publication date of each sponsored issue. If Arbor does not receive the sponsor’s copy within this time limit, Arbor will be entitled to use such sponsor’s copy as the sponsor may have previously supplied to Arbor for this purpose during the term of this agreement.
(b) All sponsor's copy is subject to editorial acceptance by Arbor and must comply with the following conditions:
i. It is no more than 10 lines in length when formatted in a similar manner to the usual format for the Updates.
ii. It is consistent with the existing standards of the Updates, including being credible and scientific evidence-based and complying with Australian Pharmaceutical Manufacturers Association code of conduct where relevant. Where an equivalent code, law or standard exists in the location where the sponsored subscribers live, the content must also comply with that standard, law or code.
iii. It does not denigrate or disadvantage any other sponsor of the Updates.
iv. The sponsor may include its logo and other graphics as part of the sponsors copy, but such logo and other graphics will only be placed within the Acrobat version of the Updates, will not exceed 30 kilobytes in total file size and will not contain any java or other script coding or other embedded functions.
3. (c) The sponsor is solely responsible to ensure that sponsor's copy does not violate any law in Australia nor in any of the countries listed in Schedule 1, including laws of libel and does not infringe any intellectual property rights. The sponsor indemnifies and holds harmless Arbor for the consequences of any breach by the sponsor of this sub-clause.
4. Arbor and the sponsor are not involved in a joint venture or partnership.
The sponsor is not responsible for and will not seek to influence the topics covered in the Updates nor the Arbor content in any way.
Arbor owns the intellectual property rights to all content and material in the Updates other than the sponsor's copy and may use the content and material in any way it sees fit, including in or on web and fee-based services and products.
The sponsor grants Arbor a royalty free, irrevocable non-transferable licence to use within the sponsored issues the sponsor's copy (including any logo or graphic that the sponsor supplies as part of the sponsor's copy and including where the sponsored issues are distributed to other than the sponsored subscribers).
The sponsor may distribute the sponsored issues only to its own employees.
5. Arbor will distribute the sponsored issues to the sponsored subscribers by email by posting the Update issue to Internet mailing list processing or similar mailserver software using a data set of the email addresses that were supplied by the sponsored subscribers, but is not responsible for any failure of the sponsored issues to reach the sponsored subscribers due to technical or other problems beyond that posting. Arbor will use reasonable efforts to re-email to the sponsored subscribers any sponsored issue that has not reached the sponsored subscribers due to a technical problem occurring within Arbor’s distribution mechanism and not due to any factor related to the individual subscriber, the subscriber’s email service or service provider.
Arbor is not responsible for any use to which subscribers or any other person or party may put the Updates, including any copying, forwarding to or otherwise making available to others the Updates, in whole or in part and whether or not the content or material has been changed or added to in any way by subscribers or other parties.
6. This agreement will commence on the date of this agreement and, unless earlier terminated, will expire 1 day after the distribution by Arbor of all the sponsored issues as provided for in the terms of this agreement. Arbor and the sponsor’s rights, obligations, indemnities and protections under clauses 3 (c), 4, 5 and 7 will continue after expiry or termination of this agreement.
7.
The laws of the state of Victoria in Australia govern this agreement and the sponsor irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that state in that country in any matter related to the sponsorship and these terms and conditions.
