Terms & Conditions For Submitting Content

SPECIFIC TERMS

The Standard Licence Terms and Conditions which are appended to this deal specific terms sheet (the “Conditions”), together with these Specific Terms, are the terms which apply to the use of any Content that you the contributor(“Contributor” or “You”),  may submit or provide to the Company (defined below) or upload via our website, as such Content is further defined below. These Specific Terms form part of the Conditions, and together they shall constitute the agreement entered into between you and the Company in relation to the Content (“Agreement”).

DEFINITIONS
Defined terms used in these Specific Terms shall have the meanings set out in the attached Conditions, unless otherwise defined herein.

The following definitions shall have the following meanings:

COMPANY: CATERS NEWS AGENCY LIMITED (company registration no. 04372269 whose registered office is at 68 Argyle Street, Birkenhead, Merseyside, CH41 6AF).

CONTENT: means the still or moving images or photographs and/or video clips (and the metadata for any digital files) submitted or provided by you to the Company (or, in the case of In-Situ Content, the URL for which you are providing to the Company), a list of which is contained in Exhibit A appended to these Conditions, together with any additional related still or moving images or photographs and/or video clips (and the metadata for any digital files) which are provided by you to the Company and which the parties subsequently agree in writing are to be subject to this Agreement. Any thumbnails or URL links provided in Exhibit A in respect of the Content, which include an edited version of, or a shortened clip or excerpt from, the Content, are provided for the purposes of identifying the Content only, and the Content shall include the full version of the Content as provided or submitted by you to the Company. The list at Exhibit A shall specify whether Content is provided as In-Situ Content.

IN-SITU CONTENT: means still or moving images or photographs and/or video clips which have been published on the publicly-accessible Internet at a specified URL by Contributor prior to the date of this Agreement, where Company wishes to mint NFTs in respect of the previously-published copy at that specified URL. In-Situ Content shall be included in the definition of Content.

LICENCE: The licence granted under clause 6.1 of the Conditions shall be an exclusive licence in the Territory to use the Content and any Derivative Works for the Permitted Uses.

ONLINE SUBMISSION FORM: means the online form sent to you by the Company which is completed by you when you submit or provide Content to the Company.

PERMITTED USES: means the right to:
(a) edit, modify, reformat and/or make changes to the Content, including without limitation to create any Derivative Work, incorporate advertisements or other material or content within the Content, or adapt any part of the Content for any of the permitted uses described below, and the right to use, reproduce, publicly perform, promote, display, distribute, license, monetise, and commercialise any such Derivative Works or adaptations of the Content, for any of the permitted uses described below;

(b) mint and sell as an NFT, copy, store, use, modify, reproduce, reformat, distribute, publicly perform, display, license and monetise any Content or any part thereof or any Derivative Work (as applicable):

(i) whether on its own or in combination with other content, in any publication, magazine, newspaper, article, blog or vlog, or news website, in each case in any format and on any media whether now known or in the future developed, including in print and online (whether on or via any website, app or other platform or technology, whether now known or in the future developed, owned and/or operated by the Company or any member of its Group (including in respect of any of its Brands) or any third party, including without limitation on any social media site or platform or Video on Demand or video sharing platform (including without limitation YouTube))

(ii) whether on its own or in combination with other content, in relation to the ownership, minting and sale (on any platform and in any medium whether now known or in the future developed) of the Content or any part thereof, or any Derivative Work, as an NFT or a series of NFTs;

(iii) in any video, recording, programme, motion picture, film, or other audio or audio visual content, including in or as part of a Clip Show or channel, to be distributed, broadcast, transmitted, played, or viewed through any audiovisual services, whether by the Company or any member of its Group (including in respect of any of its Brands) or any third party, in any format and on any media whether now known or in the future developed, whether viewed, downloaded or streamed, by any and all end user devices (including but not limited to mobile, mobile or desktop apps, television, set-top boxes, gaming consoles), including without limitation via over-the-top (OTT) media service, television (in any form, including but not limited to cable, satellite, digital terrestrial, streaming service, TV on Demand, connected TV (CTV)), any website, app or other platform or technology, any social media, Video on Demand or video sharing platforms (including without limitation YouTube), whether now known or in the future developed;

(iv) within or as part of any promotional materials (including as part of a trailer or advertisement for any of the foregoing) in any format and on any media whether now known or in the future developed, and whether by the Company or any member of its Group (including in respect of any of its Brands) or any third party, which is viewed, downloaded or streamed, by any and all end user devices (including but not limited to mobile, mobile or desktop apps, television, set-top boxes, gaming consoles), including without limitation via over-the-top (OTT) media service, television (in any form, including but not limited to cable, satellite, digital terrestrial, streaming service, TV on Demand, connected TV (CTV)), any website, app or other platform or technology, any social media, Video on Demand or video sharing platforms (including without limitation YouTube);

(c) copy, store, use, modify, reproduce, reformat, distribute, publicly perform, display, license and monetise any Content or any part thereof or any Derivative Work (as applicable) in, or in connection with, or as part of, any advertisement or promotion of any product or brand of a third party, by the Company, or any member of its Group or any third party, including in respect of any of its Brands, in respect of which the Company is paid a fee or royalty for the Content, in any format and on any media, whether now known or hereafter developed, including but not limited to:

(i) in TV commercials, online and print advertisements, and social media advertising campaigns;

(ii) on, or in connection with, any form of merchandising, including the right to produce, manufacture, supply, license, market, exploit, advertise and sell any products or articles of any description whatsoever displaying or featuring the Content or any part thereof (including still video images);

(d) identify, monitor, manage and monetise the use of the Content on or via YouTube using the YouTube Content ID system (including the right to collect ad earnings in respect of any such use of the Content), on an exclusive basis, including for such purposes the right to store, copy (including the right to make temporary cache and storage copies), modify or reformat, excerpt, analyse, use to create algorithms and binary representations, create unique binary data that references  the Content (“ID Files”) and otherwise use the digital files of the Content (the “Reference Files”), the  ID Files and the associated metadata in connection with the Content ID system. Where a video which matches the ID File for the Content is identified through the  YouTube Content ID system, the Company shall have the right to collect ad earnings, where applicable, block that video from playback on YouTube in specified territories and/or to submit a legal takedown request with YouTube in respect of that video, and/or to claim and receive retrospective licence fees in respect of  use of the Content on YouTube;

(e) identify, monitor, manage and monetise the use of Content on Facebook and Instagram using Facebook Rights Manager (including the right to collect ad earnings in respect of any such use of the Content), on an exclusive basis including for such purposes the right to create data that references the Content (“Reference File Content”). Where a video which matches the Reference File Content for the Content is identified through Facebook Rights Manager, the Company shall have the right to collect ad earnings, where applicable, block that video from playback on Facebook and Instagram, and/or to submit a legal takedown request with Facebook in respect of that video, and/or to claim and receive retrospective licence fees in respect of use of the Content on Facebook or Instagram; and

(f) identify, monitor, and manage the use of the Content on any platform and in any medium (whether now known or in the future developed) in relation to the minting, sale, marketing and promotion of NFTs, and to take enforcement action against third parties in respect of such activity.

REVENUE SHARE PERCENTAGE: a Revenue Share equivalent to 50% of Net Revenue.

TERRITORY: Worldwide

NOTICES
Address for notices (for the purposes of clause 14) shall be as follows:

Company:
(a) by e-mail to: info@catersnews.com; or
(b) by post to: Caters News Agency Limited, The Drop Forge, 6-10 Hockley Street, B18 6BL, United Kingdom.

Contributor:
(a) by e-mail to: the email address for the Contributor set out in the Online Submission Form; or
(b) by post to: the postal address for the Contributor set out in the Online Submission Form.

Where the Contributor is a company, the person signing this Agreement confirm that they have full authority to sign on behalf of the company.



STANDARD TERMS AND CONDITIONS

These terms and conditions (“Conditions”), together with the Specific Terms, set out the terms and conditions which apply to the use of any Content that you may submit or provide to the Company or upload via our website. References to “us” and “we” are to the Company. References to clauses are to clauses in these Conditions. References to “you” or “contributor” are to the person, company or entity identified in the Specific Terms.

Please read these Conditions and the Specific Terms carefully. If you do not agree with any of the terms of the Agreement you should not submit Content to us or sign this Agreement.

By submitting Content to us and/or by signing this Agreement, you agree to be bound by and enter into an agreement with the Company on the terms set out herein.

This Agreement shall come into effect and be effective from the date on which it is signed by you (hereinafter referred to as the “Effective Date”).

1. Definitions
1.1 The following definitions shall have the following meanings in these Conditions:

“Affiliate” means with respect to any entity, any other entity substantially Controlling, Controlled by or under common Control with such entity.

“Brands” means Caters TV, Caters Clips, StoryTrender, LifeTrender, VuViral, Life on the Edge, Pawsome Pets, Hooray Hippo, Okay Really, Deep Blue Discovery, The Positivity Fix, Planet Wild TV, Videlo, and any other brands owned by or associated with the Company or any of its Group that are created from time to time, including after the Effective Date.

“Clip Show” means the use of the Content or any Derivative Work, in combination with other content, within a clip compilation, show, episode, programme, series or channel, to be distributed, broadcast, transmitted, played, or viewed for any Permitted Use.

“Content Management System” means an archive maintained and/or operated by the Company, its Group and/or any third party, through which content is displayed and/or made available to third parties.

“Content Requirements” means the content requirements with which all Content must comply, as set out in clause 2.

“Control” means the power of a person to secure (i) by means of the holding of shares or the possession of voting power in an entity; or (ii) by virtue of any powers conferred by the articles of association or other document regulating or relating to an entity, that the affairs of that entity are conducted in accordance with that person’s wishes.

“Data Protection Legislation” means all applicable privacy and data protection laws and regulations as amended, replaced or updated from time to time in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, including the Data Protection Act 2018 and the UK GDPR (as defined in and amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, and amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020, and any successor legislation to the UK GDPR or the Data Protection Act 2018.

“Derivative Work” means any work created which is based on or incorporates the Content, including without limitation translations of the Content or any part thereof, adaptations of the Content for the purposes of creating compilations of content or combining the Content with other content, the incorporation of sub-titles, captions, or other material or content within the Content, any other adaptation, edit, abridgment or condensation of any part of the Content for any Permitted Use, or any programme, show, episode, series or channel incorporating the Content or any part thereof.

“Group” means all Affiliates of the Company from time to time and all associated companies, including those written in trust.

“Intellectual Property Rights” means all intellectual property rights including patents, copyright and related rights, rights in software, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in design, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Moral Rights” means all rights of the creator of copyright works, customarily referred to as moral rights or any similar rights subsisting in any territory in the world, including the right of integrity, the right to be identified, and the right against false attribution.

“Net Revenue” means:

  • the Revenue actually received by the Company (if any) in respect of the Content, less
  • any costs incurred in the licensing, minting, promotion, advertising, sale or transfer of the Content (including, for the avoidance of doubt, gas fees, currency conversion fees and commissions, any other transaction fees);
  • any credit or debit charges levied by Worldpay or other payment processing agent in connection with the licensing of the Content or minting of NFTs associated with the Content or Derivative Work;
  • any administrative, production, operational and legal costs which are reasonably incurred in relation to any Permitted Use of the Content; and
  • value added tax or other sales tax; and
  • in respect of any action or proceeding taken by the Company in respect of the infringement or unauthorised use of the Content pursuant to clause 6.3 (if applicable), any damages actually received by the Company as a result of such action, after having deducted the Company’s costs and expenses in bringing or taking such action or proceedings.

“NFT” means a non-fungible token established on a blockchain, and “NFTs” shall be interpreted accordingly.

“Permitted Uses” shall have the meaning set out in the Specific Terms, and “Permitted Use” shall mean any of the Permitted Uses.

“Personal Data” means any information which relates to an identified or identifiable natural person from which it is possible to identify that person directly, as further defined in the Data Protection Legislation. Examples include, but shall not be limited to, imagery of an individual, names, usernames, email addresses, telephone numbers, identification numbers, location imagery or data, IP addresses or cookie identifiers.

“Privacy Policy” means the Company’s privacy statement, available at: https://catersmediagroup.com/privacy.

“Pro Rata Share” means where the Content is used in a Clip Show, a pro rata proportion of the revenue received by the Company in respect of the Clip Show (if capable of being determined), calculated by reference to the length of the Content used in the Clip Show as a proportion of the total viewing time of the Clip Show.

“Revenue” means the revenue actually received by the Company (if any) in respect of the licensing of the Content to a third party and/or sales of NFTs associated with the Content and any Derivative Work (including any Secondary Sales Royalties actually received by the Company in respect of such NFTs, if applicable) and/or the inclusion of advertising within the Content, but where the Content is used in a Clip Show, any revenue received by the Company shall be calculated as a Pro Rata Share.

“Revenue Report” means a report issued by the Company setting out any Revenue Share payable to you in respect of the Content.

“Revenue Share” means, in respect of the licensing of, or the minting and sale of NFTs associated with,. the Content or any Derivative Work by the Company, and in respect of any action or proceeding taken by the Company in respect of the infringement or unauthorised use of the Content pursuant to clause 6.3 of the Conditions (if applicable), a share equivalent to the Revenue Share Percentage of Net Revenue received by the Company and reported by the Company in a Revenue Report, save that:

  • no Revenue Share shall be payable in respect of:
    • the use, reproduction, publication, display, distribution or transmission of the Content as part of a trailer, promotion or advertisement for any Clip Show or the sale of any NFT, or any use of the Content on any site operated by the Company or any member of its Group for such purpose; or
    • any use or promotion of the Content on or via any social media platform, Video on Demand, Digital Out of Home, or any video player platforms, which is:
      1. used in connection with or relating to the sale, marketing or promotion of NFTs associated with the Content or any Derivative Work, where such Content is branded with or used under, any of the Company’s (or another member of its Group’s) Brands;
      2. used in connection with or relating to, or where such Content is Branded with or used under, any of the Company’s (or another member of its Group’s) Brands; or
  • operated or managed by the Company or another member of its Group or under any of the Company’s (or another member of its Group’s) Brands, unless otherwise agreed by the Company;
  • the Company shall have no obligation to pay a Revenue Share in respect of:
    • any monetisation and/or ad earnings received in respect of the Content via YouTube Content ID or Facebook Rights Manager;
    • any retrospective licence fees claimed or received by the Company in respect of any use of the Content on YouTube, Facebook or Instagram;
  • the Company shall have no obligation to pay a Revenue Share, or shall be entitled to pay a set fee instead of a Revenue Share, in respect of use of the Content as part of a compilation or Clip Show or Derivative Work.

“Revenue Share Percentage” the percentage of Revenue Share set out in the Specific Terms.

“Secondary Sales Royalties” means, where an NFT associated with the Content or any Derivative Work entitles (by way of a smart contract or otherwise) the Company to receive a proportion of the sale price of any secondary sales of that NFT, all such sums received by the Company.

“Specific Terms” specific terms relating to this Agreement as set out in the specific terms sheet to which these Conditions are attached.

1.2 References to clauses are to clauses of these Conditions. Clause headings shall not affect the interpretation of this Agreement.

1.3 Words in the singular shall include the plural and vice versa. A reference to a statute or statutory provision 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.

1.4 Where the words ‘include’, ‘including’, ‘for example’ or ‘in particular’ are used in this Agreement, they are deemed to have the words ‘without limitation’ following them.

2. Content Requirements
2.1 All Content submitted to the Company must comply with the following conditions:

  • Content must be of good quality.
  • Content must not feature identifiable persons or minors, unless you have the express written consent of the relevant individual(s) or of that minor’s parent or legal guardian in accordance with clause 3.1(b) of these Conditions.
  • Content must not contain any material which infringes the copyright or any other Intellectual Property Rights of a third party.
  • you must only submit Content that has been taken or created by you. You must not submit Content which:
  • is embedded with watermark or copyright notices; or
  • has been created by a third party or has been taken from any physical or online source, unless you have obtained the relevant third party’s prior written consent in accordance with clause 3.1(b) of these Conditions and paid all royalties due to such third party in respect of the use of their work.

2.2 Content must not contain imagery or content which:

  • is sexually explicit or suggestive, violent, profane or pornographic, contains nudity, or promotes the excessive or irresponsible consumption of alcohol;
  • promotes illegal use of alcohol, drugs, tobacco, firearms/weapons (or the use of any of the foregoing);
  • any activities that may appear unsafe or dangerous or any particular political agenda or message;
  • is obscene or offensive, derogatory of any ethnic, racial, gender, religious, professional or age group, endorses any form of hate or hate group or contains any other material that is threatening, hateful, discriminatory or that could encourage the commission of a criminal offence;
  • is defamatory or libellous;
  • contains any trade marks, logos or trade dress owned by third parties, or advertises or promotes any brand or product of any third party, without permission;
  • contains any personal identification, such as licence plate numbers, personal names, email addresses or street addresses;
  • contains software viruses or files designed to damage or disrupt the good working order of any computer or telecommunications equipment;
  • contains any material which infringes the copyright or other Intellectual Property Rights, or other proprietary rights or privacy rights of a third party or which breaches the confidentiality of a third party; or
  • contains any other material which is considered to be inappropriate,

which together shall be referred to as “Inappropriate Content”.

2.3 The Company will fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of or to locate anyone posting any Inappropriate Content or other similar material onto the Site.

3. Consents
3.1 You must not include within any Content provided or submitted to the Company or in respect of which you are authorising the Company to mint NFTs:

  • any material which is owned by, is licensed in respect of the minting and sale of NFTs to, or has been created by, a third party, including by way of example only but not limited to, any Content containing a cover (i.e. a new version of someone else’s song) or any material comprising any pre-existing recorded content (such as clips from other films or programmes, music or samples from other records, photographs or graphics), or other content or material which has been taken from another physical or online source, without the prior written consent of the relevant owners of such material and paying all royalties or other payments due in respect of such use. The Company will not be liable for any such royalties or payments and will be entitled to recover them from you if any subsequently prove to be payable; or
  • any Content which features any identifiable person or minor, unless you have the express written consent of the relevant individual(s) or of that minor’s parent or legal guardian, such consent to include confirmation that no royalties or other payments are due in respect of the use of such Content.

3.2 When submitting or providing Content to the Company, or authorising the Company to mint NFTs associated with Content, which incorporates any third party material or features any identifiable person or minor, you must provide details to the Company of the third party material contained, or identifiable person or minor featured, within the Content and you must provide promptly upon request from the Company at any time, such written evidence of the consent or permission from the relevant owner, person or guardian as is required, in such format provided by, the Company.

4. Data Protection
4.1 The Company will process, hold, store and share Personal Data, whether the Personal Data belongs to you or a third party, in accordance with its Privacy Policy.

4.2 To the extent that any Content you submit to us contains the Personal Data of any other individual (“Third Party”), you confirm that you have obtained such Third Party’s consent to provide their Personal Data to the Company and for the Company to use their Personal Data in accordance with the Company’s Privacy Policy. You should provide such Third Parties with a copy of the Company’s Privacy Policy, and shall provide promptly upon request from the Company written evidence of the consent obtained from any Third Parties under this clause (“Third Party Consent”). The Company relies on you providing the Company’s Privacy Policy to Third Parties featured in the Content you provide to the Company and obtaining their consent to the Company using their Personal Data in accordance with the Company’s Privacy Policy.

4.3 Should you become aware that any Third Party featured in Content you have submitted to the Company wishes to withdraw their consent for the Company to process or use their Personal Data you must immediately notify the Company in writing using the subject ‘Consent to Process Personal Data Withdrawn’.

5. Warranties and representations
5.1 You warrant and agree that:

  • all Content is original and that it has not been copied wholly or substantially or partially from a third party;
  • you personally created and produced the Content;
  • you have the authority and rights to grant the licence under this Agreement;
  • you own all Intellectual Property Rights in such Content, or you have the necessary licences, rights and consents in writing from the owners of such Content to grant to the Company the licence granted under clause 6 of these Conditions and you will provide to the Company written evidence of all such licences, rights, consents and permissions promptly upon request from the Company;
  • to the extent that any Content contains any Personal Data of a Third Party, you confirm that you have obtained the Third Party’s consent to provide their Personal Data to the Company and for the Company to use their Personal Data in accordance with the Company’s Privacy Policy;
  • the Content has not been copied wholly or substantially from a third party and the use of the Content by the Company in accordance with the licence granted under clause 6 of these Conditions will not infringe any Intellectual Property Rights or Moral Rights of any third party;
  • you have not granted any licence to a third party in respect of the Content to mint NFTs associated with the Content or its metadata;
  • you are not prevented under any applicable law, regulation or code from minting (or authorising the Company to mint) or selling (or authorising the Company to sell) NFTs associated with the Content, its metadata or any Derivative Work;
  • your performance of your obligations under this Agreement will not violate any applicable law, regulation or code in any jurisdiction;
  • the Content is not defamatory and the use of the Content by the Company in accordance with the licence granted under clause 6 of these Conditions will not infringe any publicity or personality rights of any person;
  • you will not, directly or indirectly, challenge, or permit or authorise any third party to challenge, the Company’s right to use any of the Content in accordance with this Agreement;
  • you have obtained all necessary consents or permissions in writing from any identifiable person or minor featured in the Content from the relevant individual or from the relevant minor’s parent or legal guardian; and
  • you are not in breach of any employment or other contract with any third party by granting the licence to the Company under clause 6 of these Conditions.

5.2 You must be over the age of 18 to enter into the Agreement and/or to upload any Content to our website.

5.3 You agree to provide to the Company all relevant information relating to the Content which the Company may find necessary or useful in order to use or sell the Content for any Permitted Use.

5.4 You agree that no Revenue Share shall be payable in respect of any Content in respect of which you have failed to comply with the warranties set out in clause 5.1.

5.5 You agree to indemnify and keep the Company and its Group indemnified from and against any and all claims, actions, proceedings, damages, losses, liabilities and expenses (including legal fees) suffered or incurred by the Company or its Group arising out of or in connection with any of the following:

  • a breach by you of any of the warranties set out in clause 5.1;
  • any failure by you to obtain the necessary licences, rights and consents in writing in and to any Content that you provide to the Company in accordance with clause 3 of these Conditions;
  • any claim that the Content infringes the Intellectual Property Rights or other proprietary or privacy rights of a third party or breaches a duty of confidentiality to a third party;
  • any claim that the Content infringes any data protection rights held by a third party;
  • any claim for royalties or other payments due to third parties in respect of the use of the Content;
  • the inclusion of any Inappropriate Content in any Content or any failure to comply with the Content Requirements;
  • any challenge, including by you or any third party, to the right of the Company, any of its Group Companies, or any licensee, to use the Content for any of the Permitted Uses under this Agreement, or the enforcement by the Company of any of its rights under this Agreement;
  • any other breach of the Conditions by you.

6. Licence
6.1 By submitting or providing any Content to the Company, you grant to the Company a worldwide, irrevocable, sub-licensable and transferable licence in the Territory to use the Content and any Derivative Works for the Permitted Uses. The Company shall be permitted to sub-license or assign any of its rights to use the Content for any of the Permitted Uses to its Group and any third parties in the Territory. You agree that (save in the case of NFTs associated with In-Situ Content) the Company or any member of its Group shall be entitled to edit, re-size, crop and/or correct technical errors in the Content, and include its watermark on any Content, in order for it to be used in a Derivative Work or for any Permitted Use.

6.2 You grant to the Company the right to grant a worldwide, irrevocable and transferable sub-licence (itself not capable of further sub-licensing) to owners of an NFT associated with any part of the Content or Derivative Work to display and communicate that part of the Content or Derivative Work to the public solely on a personal, non-commercial website or social media account and solely for non-commercial purposes, for the duration of ownership of the associated NFT.

6.3 Where the Contributor is an individual, you irrevocably and unconditionally waive, and confirm that you have absolute waivers from any other person who is involved in creating or who features in the Content of, the benefit of all so-called Moral Rights or performers rights which you or they may have in the Content, and, so far as is legally possible, any broadly equivalent rights that you or they may have in any territory of the world. Where the Contributor is a company, it confirms that it has absolute waivers from any employee, consultant or contractor engaged in creating or who features in any of the Content, of the benefit of all so-called Moral Rights or performers rights which they may have in the Content, and, so far as is legally possible, any broadly equivalent rights that they may have in any territory of the world. To the extent that such moral rights cannot be waived under the applicable laws of any jurisdiction but you, or anyone involved in creating or who features in the Content, may consent to the doing of all acts or the omission of all acts that, but for such consent, would be an infringement of such moral rights, then you irrevocably and unconditionally grant such consent and confirm that anyone involved in creating or who features in the Content has given such consent. You agree not to bring, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of the Content infringes your Moral Rights or the Moral Rights of any person involved in creating or who features in the Content.

6.4 You also grant to the Company and its Group, the right to take action or bring proceedings, against any third party in any territory in respect of the infringement, misappropriation, or unauthorised use of the Content under and in accordance with section 101A of the Copyright, Designs and Patents Act 1988; and/or the collection or recovery of unpaid or retrospective licence fees, and you agree that the Company may permit any licensee of the Company to whom the Content has been licensed (“Affected Licensee”) to take such action or bring such proceedings. You agree to provide the Company, its Group and any Affected Licensee, at the request and cost of the Company, relevant Affiliate or Affected Licensee (as applicable) such assistance as may reasonably be required in connection with such action or proceedings, including lending your name to any proceedings, and doing all further acts and things, and executing and delivering all further documents which may be required in connection with, or in order to give effect to, this clause 6.3 or to bring, such action or proceedings.

6.5 At no time shall the Company or any member of its Group be obliged to mint or sell as an NFT, monetise, publish, display or share any Content submitted to the Company. The Company and any member of its Group, as applicable, will retain sole discretion as to which Content shall be shared with any other party by any method or which shall be published or displayed in any Content Management System or any section of their websites which may be accessible to third parties. Nothing contained in this Agreement shall constitute a representation that the Content will be published in any Content Management System of the Company and/or its Group, and neither the Company nor any member of its Group shall be obliged to publish or display any Content in any Content Management System.

7. Revenue share
7.1 The Company shall pay to you the Revenue Share set out in a Revenue Report (if any), provided that the Revenue Share exceeds £50 GBP, within 60 days of the date of such Revenue Report. We shall have no obligation to provide you with a Revenue Report in circumstances where no Revenue Share is payable to you. If the Revenue Share in any Revenue Report is less than £50 GBP, the amount of Revenue Share shall be rolled over to subsequent Revenue Reports, unless and until the total Revenue Share reported in a month exceeds £50 GBP, and will only be paid to you once it exceeds that amount. We shall not be liable for any errors or inaccuracies in information provided in respect of, or in the calculation of, Revenue Share, where we are provided with insufficient or inaccurate reporting information on the use of the Content by a third party licensee, or due to database errors.

7.2 All payments made by the Company to you shall be paid by Paypal or by BACS transfer to the bank account notified by you to the Company. We shall not be liable for any failure to make payment to you where you have failed to provide payment details to us. If you do not provide correct payment details to us within 60 days of any request from us to do so, we shall not be obliged to pay such sums to you.

7.3 If the amount of Revenue Share payable to you under this Agreement does not exceed £50 GBP in total during any 24 month period of this Agreement, we reserve the right to retain such Revenue Share as an administrative fee to cover our cost of maintaining and administering your account.

7.4 The Company may at any time, without notice to you, set off any sums or liability owed by you to the Company against any liability of the Company to you. The exercise of the Company’s rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement.

7.5 You acknowledge and agree that we may receive Revenue in one or more cryptocurrencies, and that the Revenue Share payable to you will be calculated on such cryptocurrency Revenue at the exchange rate at the time we convert it to fiat currency, less any applicable transaction, conversion and network fees.

8. Right to remove Content
8.1 The Company or any member of its Group, as applicable, reserve the right to stop distributing or otherwise licensing, selling, or monetising any Content or associated NFTs (if applicable) and to remove any Content from their websites or any storage location in the Company’s power or control which is associated with any NFT at any time without notice and at their sole discretion even if the Content was previously accepted, for any reason, including (without limitation):

  • any Content which the Company or any member of its Group considers to contain Inappropriate Content or which does not comply with the Content Requirements or any other of these Conditions;
  • where you fail to provide written evidence of any licence or consent of a third party owner of material contained in the Content or identifiable person or minor featured in the Content upon request from the Company in accordance with clause 3.2;
  • any Content in respect of which the Company or any member of its Group has received notification that such Content infringes, or may infringe, the Intellectual Property Rights or other proprietary or privacy rights of a third party or breaches a duty of confidentiality to a third party; and/or
  • any Content in respect of which the Company or any member of its Group has received notification that such Content infringes, or may infringe, data protection or any privacy rights of any third party, or in respect of which any consent to process any Personal Data contained within the Content has been withdrawn.

9. Security
If you choose, or are provided with, a user identification code, password or any other piece of information as part of the Company’s security procedures, you must treat such information as confidential, and must not disclose it to any third party. The Company has the right to disable any user identification code or password, whether chosen by you or allocated by the Company, at any time, if in the Company’s opinion you have failed to comply with any of the provisions of these Conditions.

10. Limitation of liability
10.1 Nothing in this Agreement will exclude or limit either the Company’s or your liability for:

  • fraud or fraudulent misrepresentation;
  • death or personal injury caused by its negligence;
  • wilful breach of this agreement; or
  • any other liability that cannot be excluded or limited by law.

10.2 Subject to clause 10.1, the Company’s total liability under this Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall not exceed £1,000.

10.3 Subject to clause 10.1, the Company shall not be liable to you under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for:

  • any loss of profits, business, goodwill, reputation or loss of damage to, or corruption of data; or
  • any special, indirect or consequential losses.

11. Termination
11.1 Subject to clause 11.2 and 11.3, this Agreement shall commence on the Effective Date and run for a minimum period of 12 months (hereinafter referred to as the Initial Term). After the Initial Term this Agreement shall continue until either party terminates this Agreement by giving the other party three months’ written notice.

11.2 Notwithstanding clause 11.1, the Company may terminate this agreement at any time on giving you three months’ written notice.

11.3 The Company may terminate this agreement at any time with immediate effect in the event that it becomes aware that, or you are found to be in breach of, any of the warranties set out at clause 5.

12. Effect of Termination
12.1 If notice to terminate is given under clause 11.1 or 11.2, the Company will be entitled to, but shall be under no obligation to, continue to sell, promote or otherwise monetise or exploit the Content or associated NFTs for the duration of the three month written notice period.

12.2 Termination of this Agreement will not affect any accrued rights or liabilities that either party may have at the time of termination or by the time termination takes effect.

12.3 Termination of this Agreement will not affect:

  • the licences granted to the Company or its Group to use the Content for any of the Permitted Uses where and to the extent that the Content or a Derivative Work has been minted as an NFT by the Company prior to the date of termination, in which case, such licence to use the Content or Derivative Work as part of such NFT shall be irrevocable, perpetual and will survive termination;
  • the licences granted to the Company or its Group to use the Content for any of the Permitted Uses where and to the extent that the Content or a Derivative Work has been incorporated in a Clip Show or Derivative Work created by the Company prior to the date of termination, in which case, such licence to use the Content or Derivative Work as part of such Clip Show or Derivative Work shall be irrevocable, perpetual and will survive termination; or
  • any sub-licences granted by the Company or any member of its Group to any third party for any of the Permitted Uses in accordance with this Agreement (including any sub-licence under clause 6.2), which will survive termination of this Agreement.

13. Written Communications
Applicable laws require that some of the information or communications the Company may send to you should be in writing. You accept that communication with the Company will be mainly electronic. The Company may contact you by e-mail or provide you with information by posting notices on its website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that the Company provides to you electronically complies with any legal requirement that such communications be in writing.

14. Notices
All notices given by you to the Company should be sent to the Company at the address set out in the Specific Terms.

14.2 The Company may give notice to you at either the e-mail or postal address you provide to the Company when registering on the Company website or as set out in the Specific Terms. Notice will be deemed received and properly served immediately when posted on its website, 24 hours after an e-mail is sent, or two days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

15. Transfer of rights
15.1 The agreement between us is binding on you and the Company and on each party’s respective successors and assigns.

15.2 You may not transfer, assign, charge or otherwise dispose of any of your rights or obligations under this Agreement without the prior written consent of the Company.

15.3 The Company may transfer, assign, charge, sub-contract or otherwise dispose of any or all of its rights or obligations under this Agreement.

16. General
16.1 The rights and remedies of either party in respect of this Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by such party to the other nor by any failure of, or delay by the said party in ascertaining or exercising any such rights or remedies. The waiver by either party of any breach of this Agreement shall not prevent the subsequent enforcement of any subsequent breach of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

16.2 Nothing in this Agreement creates any partnership, fiduciary, or employer/employee relationship between us.

16.3 The parties acknowledge that, in entering into this Agreement, neither party has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between the parties prior to such agreement except as expressly stated in this Agreement.

16.4 If any of the provisions in this Agreement are determined by any court or competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be deemed deleted from the Agreement, but that shall not affect the validity and enforceability of the rest of the Agreement  which shall remain in force.

  • No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.6 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16.7 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 shall be governed by and construed in accordance with the law of England and Wales. Each party agrees that the courts of England and Wales shall have exclusive jurisdiction over any such dispute or claim (although the Company reserves the right to bring proceedings against you for breach of this Agreement in your country of residence or any other relevant country).