Content Licence
Definitions
Reference to ‘Content’ within this document means collectively any and all media types, including but not exclusive of; photographs, videos, audio, copy, more particularly specified and described in the Contract Details (as defined below).
Reference to ‘Terms’ within this document means the terms and conditions set out in this document as updated from time to time in accordance with paragraph 6.
PLEASE READ THESE LICENCE TERMS CAREFULLY
These are the terms and conditions on which you licence your Content to us when you upload or transfer to us Content. These Terms apply to each and any Content you upload or transfer to us. By uploading or transferring your Content, you agree to these Terms. If you do not agree to these Terms, do not upload or transfer your Content.
We recommend that you bookmark this page for future reference of these Terms.
Who we are
We are TSJP Limited trading as Nativve Image Copyrights of Gritstone Tax And Accountancy, Parkside, Olde Englishe Road, Matlock, Derbyshire, England, DE4 3SX.
1. BASIS OF CONTRACT
The email correspondence between us and you (or your authorised representatives), including any attachments or written clarifications contained within such correspondence, shall constitute the agreed contract details between us. Such contract details shall only be accepted when we issue written acceptance of those contract details by email, at which point and on that date, a binding contract consisting of the accepted contract details (Contract Details) and these Terms (to which any and all Contract Details are subject) shall come into existence between us. Together, the Contract Details and these Terms shall be defined as the ‘Agreement’.
For the avoidance of doubt, the Contract Details that form part of the Agreement shall be those most recently offered by you to us, as evidenced in the related email correspondence between us, which represent the latest agreed upon position at the time we issue our email acceptance thereof. The Contract Details forming part of the Agreement shall not be constituted by any preceding offers by you to us that we have not so accepted.
These Terms apply to the Contract Details and the Agreement as a whole to the exclusion of any other terms that you seek to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.
2. GRANT OF LICENCE
When you upload or transfer Content to us you grant us permission to use that Content in accordance with these Terms.
You grant to us a non-exclusive licence to use the Content for the period specified in the Contract Details, or where no such period is specified, for the full period of copyright in it including all periods of renewal, extension and revival of the copyright and thereafter in perpetuity. You grant to us all necessary consents including under the Copyright, Designs and Patents Act 1988 as amended from time to time or any enactment that replaces it to enable us to change, publish, distribute, exhibit and otherwise use the Content whether alone or incorporated in or in conjunction with other works worldwide in the forms of media specified in the Contract Details and for the purposes specified in the Contract Details (Licensed Rights).
Notwithstanding the above, you may use the Content yourself on your own channels but you must not licence the Content to another person or organisation for usage similar to our usage (to be determined in our sole opinion).
3. LICENCE FEE AND PAYMENT
If we use your Content under the Licenced Rights, we will contact you to let you know and we will pay you a pre-agreed licence fee.
The Licence Fee will become due when we first make use of your Content in a campaign. You may issue an invoice once such use has occurred, and we will then pay the Licence Fee within 45 days of receipt of the invoice. We will make payment electronically to the bank account details that you give to us. For the avoidance of doubt no payment will be made until you have confirmed to us your bank details.
4. Your UNDERTAKINGS
You warrant and undertake that:
- you are the sole owner of the Licensed Rights and you have full authority to enter into these Terms;
- the Content does not incorporate any material that infringes the copyright or any other rights of any third party, including any right of confidentiality or privacy, nor does it contain any obscene, blasphemous or defamatory matter, and its use shall not place any person in contempt of court nor in breach of any provision of any statute;
- you are not aware, having made full and reasonable enquiry, of any claim by any third party that the content or any pre-existing material incorporating the Content or included within the Content, or the exploitation of the content by either of us, has infringed or will infringe any rights of any third party and you agree that you shall immediately inform us if you become aware of any such claim; and
- you have secured all third-party permissions and releases necessary to grant the Licensed Rights to us and have made or will make in a timely manner all payments due to any such third parties necessary to enable us to exercise the rights granted to us under the Agreement. You hereby acknowledge that we shall not be liable for any such payments.
You waive in favour of us and all our assignees and successors in title all moral rights in the Content to which you may be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world to the extent necessary for us to exploit the Licensed Rights subject to the terms of this licence.
You have complied and shall continue to comply with the requirements of all legislation and regulatory requirements in force from time to time in any relevant part of the world relating to the use of personal data contained in the content and have obtained sufficient consent from all persons shown in the Content under all applicable laws for the protection of privacy of individuals to make our use of the Content under the Agreement lawful or, where this is not reasonably practicable, you are entitled to enter into the Agreement on another lawful basis.
You indemnify us and shall at all times keep us indemnified against all actions, proceeds, costs, claims and damages whatsoever incurred by or awarded against us and compensation agreed by us in consequence of any breach or non-performance by you of any of the warranties and undertakings in the Agreement.
5. Our OBLIGATIONS
We agree that we shall not to the best of our knowledge and belief exercise the Licensed Rights in any way that is, or renders the Content, obscene or defamatory or in breach of the privacy or any other rights of a third party or of any law in England.
6. CREDIT
Where we deem it reasonable and appropriate, or where expressly specified in the Contract Details, we will give you credit on any use or reproduction of the Content in the form specified in the Contract Details. Such credit to be placed as close as possible to the parameters of the Content.
Any inadvertent failure by us to give such credit and any failure by any third party to give such credit will not constitute a breach of the Agreement by us provided that we use our reasonable endeavours to remedy any such failure that you make us aware of, as soon as reasonably practicable and on a prospective basis only, provided that we are not required to recall any print or other material already ordered nor incur any legal costs or expenses.
7. General
- We may transfer this agreement to someone else. We may transfer, license, sub-license or deal in any other manner with any or all of our rights and obligations under these terms. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
- You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
- No rights for third parties. These terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this licence.
- If a court finds part of these terms illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- Even if we delay in enforcing this contract, we can still enforce it later. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
- Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.