SCREENSHOT MEDIA

CONTENT LICENCE AGREEMENT

This Content Licence Agreement (agreement) is between Screen Shot Ltd, a company incorporated and registered in England and Wales with company number 11396512 whose registered office is at Second Home Spitalfields, 68 Hanbury St, London, England, E1 5JL (SCREENSHOT), and the person or entity described as the Creator (Creator) on the Content Order Form executed by the parties, which stipulates it is governed by the terms of this agreement (Content Order Form).

The Creator has agreed to license the audio-visual content identified in the Content Order Form (Content) to SCREENSHOT on the terms of this agreement. Each Content Order Form constitutes a separate agreement between the parties which is governed by the terms of this agreement.

It is recommended that the Creator downloads and retains a copy of this agreement.

IT IS HEREBY AGREED

  1. Definitions and interpretation
  1. The definitions and rules of interpretation in this clause apply in this agreement.
  1. Applicable Data Protection Laws: all applicable legislation and regulations relating to the protection of personal data and the privacy of individuals, including but not limited to the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, as well as any other applicable laws and regulations relating to the processing of personal data and privacy, including any amendments, extensions, re-enactments, or replacements of such laws from time to time.
  2. Business Day: a day, other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
  3. Confidential Information: any information (including, without limitation, in written, oral, visual or electronic form, or on tape or disk) which is not publicly available including, but not limited to, any information specifically designated by the disclosing party as confidential, any information supplied to the disclosing party by any third party in relation to which a duty of confidentiality is owed or arises, and any other information which should otherwise be reasonably regarded as possessing a quality of confidence. This includes know-how and information about design, development, specifications, manuals, instructions, customer lists, sales, marketing, promotion, distribution, business plans, forecasts, and technical or other expertise.
  4. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  5. Licence Period: the period from the date the Customer Order Form is executed by the parties until this agreement is terminated.
  6. Fee(s): the fee stipulated in the Content Order Form paid in accordance with clause 4in consideration for the Content Licence.
  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision. A reference to writing or written includes email but not fax.
  2. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. Any reference to this agreement includes the Schedules. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  1. Grant of licence[a]
  1. You hereby grant SCREENSHOT the exclusive (unless otherwise agreed in the Content Order Form) licence during the Licence Period to access your Content and to use, reproduce, distribute, display and perform the Content for any business purpose[b], and to license and/or sublicense to other end users or licensees, distributors, resellers for them and their end users, to use, reproduce, distribute, display and perform on a global basis, such Content as permitted in accordance with this Agreement (“Content Licence”). For the avoidance of doubt the Content Licence includes the right to use and allow others to use the Content in any media for any purpose which may include, amongst others, editorial, production, commercial advertising, promotion, marketing and packaging for any product or service, and combining the Content with other images, text, graphics, film, audio, audio-visual works, and may be edited, cropped, altered or modified.
  1. Creator’s obligations[c] and acknowledgments
  1. If requested by SCREENSHOT, the Creator shall promptly deliver the Content to SCREENSHOT ensuring it complies with the quality and format requirements specified by SCREENSHOT[d].
  2. The Creator shall comply with the terms set out in the Content Order Form (if any).
  3. The Creator acknowledges and agrees that:[e]
  1. SCREENSHOT shall have no obligation to use or licence the Content;
  2. the Content is not guaranteed to generate any revenue or earn it any Fees;
  3. SCREENSHOT shall have the right to immediately suspend the use of and/or take down the Content at any time, for any reason and without notice; [f]and
  4. SCREENSHOT has sole discretion regarding the marketing, promotion, and sublicensing terms of the Content.
  1. Fees
  1. Subject to the terms of this clause 4, SCREENSHOT shall pay the Creator the Fee for each instance that a licence to the Content is sold by SCREENSHOT or any of its authorised sublicensees to an end customer or user.
  2. The Fee shall be payable to the Creator only in relation to sales transactions where the end customer or user is granted a licence to the Content. This means that if SCREENSHOT grants sublicensing rights to a third party in respect of the Content, the Creator shall not receive the Fee for the act of granting such sublicence or for any payments made between SCREENSHOT and that sublicensee in connection therewith.[g]
  3. SCREENSHOT shall notify the Creator on a monthly basis of any licences to the Content sold to end customers or users in the preceding month.
  4. The Creator must accrue a minimum of £100 in Fees before it may raise an invoice for payment. Subsequent invoices must be issued once additional £100 increments have been accrued. The Creator shall be responsible for keeping track of the Fees earned, and once the relevant minimum threshold has been met, the Creator shall be entitled to issue an invoice to SCREENSHOT for the aggregate amount of the Fees accrued up to the highest £100 increment. [h][i]
  5. SCREENSHOT will review and verify the invoice and, upon approval, process payments within 60 days of receiving the invoice. Payments will be made via bank transfer to the account details provided by the Creator.[j]
  6. The Creator is responsible for any taxes, including VAT, due on payments received from SCREENSHOT. The Creator must provide a valid VAT registration number if applicable. SCREENSHOT will include VAT in the payments where required by law.
  7. In the event of any delay in payment by SCREENSHOT, interest will accrue on the overdue amount at a rate of 2% per annum above the Bank of England’s base rate, calculated on a daily basis, from the due date until the date of payment.
  8. The Creator must provide accurate and up-to-date payment information to SCREENSHOT. Any changes to payment details must be communicated to SCREENSHOT promptly to avoid payment delays. SCREENSHOT will not be liable whatsoever for any loss or damage suffered by the Creator arising out of or in connection with the Creator’s failure to comply with this clause 4.8.
  1. Creator warranties[k]
  1. The Creator warrants and represents that the Content:
  1. is their own original work or that it has obtained all the necessary rights to grant the Content Licence;
  2. was not produced by the Creator in the course of their employment by another person or organisation;
  3. does not infringe any statutory copyright or any common law right, proprietary right, or any other similar right of any third party;
  4. does not violate any applicable law, regulation or code of practice, including by the manner in which it was obtained or created;
  5. is not illegal, threatening, libellous, defamatory, pornographic, obscene, misleading, deceptive, in breach of any rights of confidentiality, publicity or privacy, or other rights of any third party, nor damaging to the reputation of any persons or third parties depicted, appearing, referenced or embodied in the Content;
  6. was not taken by any hidden, surreptitious or illegal means or any other method that violates another person's privacy or publicity rights;
  7. is accurate, genuine and does not depict any event staged for the purpose of making the submission; any derogations from this warranty and representation will only apply if the Content is clearly identified as staged/promotional to SCREENSHOT prior to the execution of the Content Order Form;
  8. has not been commercially licensed to a third party; [l]and
  9. has not been digitally altered (except to allow for minor colour correction or balancing of video levels), and no AI or other generative tools have been used in the creation of the Content.
  1. Intellectual Property Rights
  1. The Creator retains ownership of all Intellectual Property Rights in the Content.
  2. The Creator acknowledges and agrees that it does not obtain any Intellectual Property Rights from SCREENSHOT under this agreement.
  3. The Creator shall promptly notify SCREENSHOT of:
  1. any actual or suspected infringement of the Content that comes to its attention; and
  2. any allegation that the Content infringes a third party’s rights (including Intellectual Property Rights).
  1. Termination
  1. Each party may terminate this agreement at any time for convenience on 30 days’ written notice to the other party. [m]
  2. SCREENSHOT may terminate this agreement with immediate effect by giving written notice to the Creator if:[n]
  1. the Creator commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of seven days after being notified in writing to do so;
  2. the Creator repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or
  3. the Creator suspends, threatens to suspend, or is unable to pay its debts as they fall due; admits inability to pay its debts; is deemed unable to pay its debts; commences negotiations with any creditors to reschedule any debts; makes a proposal for or enters into any compromise or arrangement with any creditors; has a petition filed, notice given, resolution passed, or order made for its winding up; has an application made or order issued for the appointment of an administrator, or notice of intention to appoint an administrator is given or an administrator is appointed; has a qualifying floating charge holder entitled to or appointing an administrative receiver; becomes subject to a bankruptcy petition, application, or order; or any equivalent or similar event or proceeding occurs in any jurisdiction affecting the Creator.
  1. On any termination of this agreement:[o]
  1. the Content Licence shall immediately terminate, but this shall not affect the validity of any sub-licences granted by SCREENSHOT in relation to the Content prior to the termination taking effect, which shall continue in accordance with the terms of such sub-licences;
  2. SCREENSHOT’s obligations to pay the Fees under clause 4 shall survive termination;
  3. SCREENSHOT shall have the ongoing non-exclusive right for the Content to be accessible via any means which are granted prior to such termination, including to all third party licensees and existing postings on third party and SCREENSHOT social media platforms/channels;
  4. each party shall promptly return to the other party (or, at the other party's direction, destroy) all documents and materials containing, reflecting, incorporating, or based on the other party's Confidential Information; and
  5. any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiration, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination or expiration, shall not be affected.
  1. Liability
  1. Nothing in this licence shall operate to exclude or limit SCREENSHOT’s liability for anything which cannot be excluded or limited under applicable law, including for death or personal injury caused by its negligence or fraud.
  2. SCREENSHOT shall have no liability for any losses or damages which may be suffered by the Creator, whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:[p]
  1. indirect or consequential loss;
  2. loss of use;
  3. loss of profits;
  4. loss of anticipated savings;
  5. loss of business opportunity;
  6. loss of contracts;
  7. loss of goodwill or reputation;
  8. loss arising from delay or failure in the distribution or exploitation of the Content;
  9. loss arising from damaged, corrupted or lost data; or
  10. any loss arising out of or in connection with the termination or expiry of this agreement.
  1. Subject to clause 8.1, SCREENSHOT’s total aggregate liability to the Creator, whether in contract, tort (including negligence), or otherwise and whether in connection with this agreement and the associated Content Order Form, shall not exceed the greater of: (i) £100; or (ii) the Fees paid to the Creator in the 12 months preceding the event that gave rise to the action.[q][r]
  2. The Creator shall indemnify and defend SCREENSHOT from and against all claims, liabilities, loss, damage, penalties, costs, and expenses arising out of: [s]
  1. any actual or alleged claim that SCREENSHOT's use of the Content infringes the rights (including the Intellectual Property Rights) of any third party;
  2. the Creator’s breach of applicable laws or regulations (including data protection laws and regulations) in relation to the Content or its creation, uploading, sharing, and/or licensing; and
  3. any claim related to the Content made by third parties engaged by the Creator in the creation or production of the Content.
  1. Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.

  1. Confidentiality
  1. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after the expiry or termination of this agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, nor any of the terms of this agreement, except as permitted by clause 10.2.
  2. Each party may disclose the other party's Confidential Information:
  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 10.2; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  1. No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
  1. Data protection[t]
  1. The Creator warrants and represents that it has complied with and will continue to comply with all Applicable Data Protection Laws in respect of the Content and this Agreement.
  2. The Creator shall ensure that any personal data included in the Content has been collected, processed, and transferred in accordance with Applicable Data Protection Laws, including obtaining all necessary consents and providing all required notices to data subjects necessary for SCREENSHOT to make full use of the Content Licence.
  3. The Creator shall fully cooperate with SCREENSHOT to ensure compliance with the Applicable Data Protection Laws, including but not limited to responding to any data subject requests and performing any data protection impact assessments as required.
  4. The Creator shall indemnify and hold SCREENSHOT harmless from any and all losses, liabilities, damages, fines, penalties, claims, actions, demands, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach by the Creator of its obligations under this clause 11.
  1. Notices
  1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
  1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  2. sent by email to the address specified in the Content Order Form.
  1. Any notice shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the proper address;
  2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.2(c), business hours mean 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  1. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  1. General
  1. Assignment. The Creator shall not assign, transfer, mortgage, charge, subcontract, sub-license, delegate, declare a trust over or deal in any manner with this agreement or any of its rights and obligations under this agreement without the prior written consent of SCREENSHOT. SCREENSHOT may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this agreement, provided that SCREENSHOT gives prior written notice of such dealing to the Creator.
  2. Third Party Rights. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
  3. Further assurance. The Creator shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.
  4. Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  5. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
  6. Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  7. Governing law. 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.
  8. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.