cXc Membership:
Terms & Conditions

Definitions

We, Us or Our - Syli CIC’s climateXchange (cXc) programme.
Member - An individual who, in their professional capacity, can access, attend, and use climateXchange services.
Our Services - Include but are not limited to cXc events, training, grants, consultancy.
Our Content / cXc Content - Any journalistic content created and/or published by cXc on any of Our platforms.
Co-Created Content: Journalistic content created jointly by a Member and cXc whether published on Member and Our platforms or not.

Introduction

These terms and conditions govern Your membership of climateXchange, provided by Syli CIC. By becoming a Member, You agree to these terms and conditions, along with Our cXc Media and Editorial Guidelines (available here) and Membership Privacy Notice (available here).

We are a Community Interest Company registered in England and Wales with company number 13932897, whose registered address is at 124 Finchley Road, London, United Kingdom, NW3 5JS.

We may update these terms from time to time. We will notify You by email of any changes. Continued membership implies acceptance of the updated terms. The latest update was on September 16, 2024. For questions, please contact Us.

If there’s any inconsistency between these terms and Our Website Terms (available here), these terms will take precedence.

Membership process and eligibility

Membership is by Our approval only. Information provided on Your membership application will be used to assess eligibility and to inform climateXchange current and future services and development.

Members are eligible for all Our services after approval however some services may be of limited capacity or for a limited time only and therefore not available to all Members at all times.

If approved to become a Member of climateXchange, You must ensure that:

All information We hold for You is accurate and kept up to date.
You comply with all Our terms and conditions.
Only you use your membership; it cannot be shared with anyone else
You notify Us of any breaches or potential data security issues associated with Your membership.

To be eligible for membership, You must satisfy Us that You are acting in a business or professional capacity, whether as an organisation, sole trader or non-profit, in the fields of news journalism, academic research, or content creation.

climateXchange reserves the right to refuse any application with or without notification to the Member. However where possible We will do Our best to communicate to You the reason for such a refusal.

Membership is not available to consumers as defined under applicable law.

If during the course of Your membership if We provide You with access to any electronic or digital resources, whether requiring a username or password to access or not, You must keep Your user and usage details secure and confidential and take all reasonable steps to ensure use of our resources does not result in any destruction, degradation, or harm, whether deliberate, accidental, or through negligence.

Confidentiality and personal data

Use of personal data submitted to Us as part of Your membership, or in relation to content, is governed by Our Privacy Notice, (found here).

Neither You (the discloser) nor We (the recipient) shall at any time disclose to any other party any confidential information concerning the business, assets, affairs, customers, contacts, clients or suppliers of the other except:

to the recipient's employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the recipient's rights or carrying out the recipient's obligations under or in connection with these terms and conditions. The recipient shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the discloser's confidential information comply with this clause or
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Unless otherwise agreed the recipient shall not use the discloser's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms and conditions.

If You upload any personal data within any content, You acknowledge that You are a controller of that personal data and shall ensure that You adhere with all applicable data protection laws in relation to the processing and sharing of that personal data, including (but not limited to) ensuring that You have a lawful basis to share that personal data with Us and have provided all necessary Privacy Notice to relevant individuals.

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Intellectual property rights and licensing when You use cXc content

All intellectual property rights (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) and any journalistic content We may at Our discretion create and/or publish on any of Our digital platforms catalogued/credited as cXc Originals (Our Content / cXc Content) are owned by Us or Our licensors. Except as expressly set out here, nothing in these terms and conditions gives You any rights in respect of any intellectual property owned by Us or Our licensors and You acknowledge that You do not acquire any ownership rights by using Our services or Our Content, whether in accordance with these terms and conditions or otherwise.

We hereby grant You a limited, non-exclusive, non-transferable, non-sublicensable licence, effective when You become a Member of climateXchange and for the term of Your membership, to:

access, download and store Our Content in the format in which We make it available to You
use Our Content for research purposes when creating Your own content in relation to climate issues; and
You may publish Our content in order to report on or raise awareness of climate issues.‍

‍Responsibilities - cXc content

When we make Our Content available to you we undertake that:

Information has been sourced responsibly and has been judged accurate to the best of our knowledge and abilities at the point of publication in accordance with cXc’s Editorial and Media Guidelines (available here);
It contains no editorial bias or agenda outside of that required by the mission of cXc;
All intellectual property rights (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are either original works or licensed for worldwide distribution to the best of our knowledge;
All substantial sources of information contained in Our Content, outside of that gained via fair use and public record, are visibly credited or can be supplied on request;
Information remains current and will be updated to the best of our abilities wherever reasonable and/or practical if revisions become necessary; and
Content that is deemed out of date or irrelevant will be removed and/or edited without notice to You.

When you publish or make available Our Content:

It must still be in the form in which We made it available to You;
You must not alter or modify Our Content, or shorten or extract parts of it;
You must not publish or make Our Content available in a manner or context that distorts its meaning;
You must retain any copyright, trade mark or other intellectual property right notices contained in Our Content or any part of it that You use; and
You must provide Us with reasonable attribution for any of Our Content, including with whatever form of attribution We request in Our Editorial and Media Guidelines (available here)

Before using Our Content You must satisfy Yourself as to the accuracy, completeness, currency, correctness, preparation, reliability, integrity, quality, fitness for purpose, lawfulness or originality of the content, that it does not infringe third party rights, and is not defamatory, false, misuse of private information, in breach of confidence, in breach of applicable data protection or privacy laws or in contempt of court, or otherwise contrary to applicable laws, and that you correctly credit any sources.

Intellectual property rights and licensing for co-created content

As an optional membership service, You may ask climateXchange to co-create content with You. Co-Created Content, whether published or not, may only be used in accordance with Our terms and conditions. Any use of content outside Our terms and conditions may result in enforcement action being taken against You.

You agree that by co-creating content with Us, You thereby:

grant Us and Our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully transferable, and fully sub-licensable right and licence to reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, make available, lend, rent, perform, display, incorporate in other works, and otherwise use and exploit Your Content (in whole or part) in any form, manner, media or technology (whether existing now or in the future), and for any purpose;
waive, agree not to enforce and consent to any acts which would otherwise infringe any moral rights You (and Your contributors) may have in respect of Co-Created Content to the fullest extent permissible under applicable law;
grant each cXc Member from time to time a limited, non-exclusive, non-transferable, non-sublicensable, licence, effective for the term of their membership, to:
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1. access, download and store Co-Created Content in the format it has been created in;
2. use Co-created Content for research purposes when creating their own content in relation to climate issues; and
3. publish or make available Co-created Content or parts of it (for example images, video snippets or quotations) in order to report on or raise awareness of climate issues, provided that such member:
  i. does not alter or modify Co-Created Content (other than to extract parts of it);
  ii. does not extract parts of Co-Created Content, or publish or make it available, in a manner or context that distorts its meaning;
  iii. retains any copyright, trade mark or other intellectual property right notices contained in Co-created Content or any part of it that the member uses;
  iv. provides You, and Us, with reasonable attribution for any of User Content or any part of it that such member uses; and:

For the avoidance of doubt, You agree that such grants of rights and waivers shall survive the termination of Your membership for any reason in accordance with clause 10.3(c), and that We will continue to make Co-Created Content User Content for use by Our members after Your membership ends.

You agree that by using Co-Created Content you are thereby granted a limited, non-exclusive, non-transferable, non-sublicensable, licence, effective for the term of their membership, to:

access, download and store Co-Created Content in the format it has been created in;
use Co-created Content for research purposes when creating Your own content in relation to climate issues; and
publish or make available Co-created Content or parts of it (for example images, video snippets or quotations) in order to report on or raise awareness of climate issues, provided that You:
1. do not alter or modify Co-Created Content (other than to extract parts of it);
2. do not extract parts of Co-Created Content, or publish or make it available, in a manner or context that distorts its meaning;
3. retain any copyright, trade mark or other intellectual property right notices contained in Co-created Content or any part of it that the member uses;
4. provide Us and Our co-creators with reasonable attribution for any of Content, or any part of it, use; and

For the avoidance of doubt, You agree that such grants of rights and waivers shall survive the termination of Your membership.

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Responsibilities - co-created content

Members are responsible for their own contributions to Co-created Content, including licensing and covering any and all fees associated with the usage of their contributions to Co-created Content.

Members must ensure their own contributions to Co-Created Content do not:

contain, reproduce, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any intellectual property rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, in contempt of court, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, that You know or have reason to suspect is false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable (Prohibited Content);
impersonate any person or entity or otherwise misrepresent Your relationship with any person or entity;
contain, transmit or distribute any advertising, marketing or promotional material or other form of solicitation (spam);
transmit or distribute any virus and/or other code that has contaminating or destructive elements; or
breach Our Editorial and Media Guidelines (available here) or any of Our policies in force from time to time.

Before using co-created content You must satisfy Yourself as to the accuracy, completeness, currency, correctness, preparation, reliability, integrity, quality, fitness for purpose, lawfulness or originality of the content, that it does not infringe third party rights, and is not defamatory, false, misuse of private information, in breach of confidence, in breach of applicable data protection or privacy laws or in contempt of court, or otherwise contrary to applicable laws, or that they correctly credit any sources.

We reserve the right, in Our sole discretion, to prevent the publication of, remove, delete, disable, edit, modify, suspend or otherwise restrict access to Co-Created Content, at any time without notice to You, if We believe Our terms and conditions have been breached.

Indemnification, liability and risk

We may change the format, content, and availability of Our Content, at Our discretion from time to time.

You agree that Your use of Our Content, or any other content We make available to You, is on an 'as is' and 'as available' basis and at Your sole risk, and that You are solely responsible for ensuring that any content You plan to use, and Your proposed use of it, is lawful.

We make or give no representation or warranty to You as to the lawfulness, accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of Our Content, or any other content We may make available to You. We also make or give no representation or warranty as to Our Content, or any other content We make available to use (i) not infringing third party rights (ii) not being defamatory, false, misuse of private information, in breach of confidence, in breach of applicable data protection or privacy laws or in contempt of court or (iii) otherwise not being contrary to applicable laws.

To the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and We accept no liability for any loss or damage of any kind incurred as a result of You or anyone else using Our Content, or any other content We make available to You.

We cannot and do not guarantee that any content made available electronically will be free from viruses and/or other code that may have contaminating or destructive elements. It is Your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy Your particular requirements as to the safety and reliability of content.

Members agree to indemnify Us for any and all costs, expenses, damages or liabilities We may incur as a result of any claims or complaints We receive in relation to the member’s contributions to Co-created Content.

When We talk about liability in these terms and conditions We mean every kind of liability arising under or in connection with these terms and conditions and Your membership, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

You agree that We shall have no liability to You in relation to Your use of Our Content.

Nothing in these terms and conditions shall limit or exclude Our liability to You:

for death or personal injury caused by Our negligence;
for fraudulent misrepresentation; and
for any other liability that, by law, may not be limited or excluded.

Subject the terms outline in Our Content, in no event will We be liable to You for:

loss of profits or revenue;
loss of sales or business;
loss of data;
loss of agreements or contracts;
loss of anticipated savings; or
any indirect or consequential loss,

even if We had been advised of the possibility of such losses occurring.

Termination

We reserve the right to suspend or terminate Your membership at any time if, in Our opinion, You have failed to comply with any of the provisions of these terms and conditions or if any details You provided for the purposes of registering as a member prove to be false. If We suspend or terminate Your membership, We will notify You through the email address You use for Your membership.

You can end Your membership with immediate effect by contacting Us by email if You no longer want to be a member of the Platform for any reason.

On termination of Your membership (for whatever reason):

You will no longer have access to any climateXchange services.
You will no longer have any right to use Our Services or Our Content save that, insofar as You have published or made publicly available any of Our Content, or any Co-created Content in accordance with the terms of this agreement, You will not be required to withdraw such content but may make no further use of Our Services or Content. and
without prejudice to any mandatory rules of applicable law, Your Content shall remain available on the Platform unless We decide in Our discretion to remove it, and the grants of rights and waivers under clause 7.7 shall survive termination.

The right of access to any digital or electronic service that We may provide You access to is automatically terminated along with Your membership. We also reserve the right to suspend or terminate Your right of access in the event that You breach these terms and conditions or any Editorial and Media Guidelines.

External links

We may, from time to time, provide references to external sites or data. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that We include links to such external sites does not imply any endorsement of, or association with, their operators or promoters.

General

Transfer/assignment: We may at any time transfer, assign, or delegate any or all of Our rights and obligations under these terms and conditions. You must get Our consent before You can transfer, assign, or delegate any of Your rights and obligations under these terms and conditions.
Entire agreement: These terms and conditions (including the Editorial and Media Guidelines and policies referred to at clause 3.2) along with the Website Terms constitute the entire agreement between You and Us in relation to Your membership of the Platform. Both You and We acknowledge that in entering into these terms and conditions neither of Us relies on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. Both You and We agree that neither of Us shall have any claim for innocent or negligent misrepresentation based on any statement in these terms and conditions.
Waiver of rights: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Third Party Rights: Except as explicitly stated in these terms and conditions, only You and We have rights under these terms and conditions. These terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.
Severance: if any part of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant part shall be deemed deleted. Any modification to or deletion of such part under this clause shall not affect the validity and enforceability of the rest of these terms and conditions.
Headings: Clause, Annex and paragraph headings shall not affect the interpretation of this agreement.
Governing law and jurisdiction: these terms and conditions shall be governed by English law, and You agree that any disputes arising from these terms and conditions will only be dealt with by the English courts.

When You click 'Accept' or provide Your signature during sign-up, You accept these terms and conditions and agree to be bound by them.

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cXc Membership: Terms & Conditions