Please find below the Principal Terms upon which you are agreeing to licence the Content (as defined below) to Blend Media Limited (“Blend”) in accordance with the General Terms and Conditions set out beneath the Principal Terms.
Please read the Principal Terms and General Terms and Conditions carefully before proceeding to submit Content as they represent a binding legal agreement and you will be bound by their terms. We recommend that you print a copy of the terms for future reference.
The following definitions shall apply throughout this Agreement (save where the context clearly requires otherwise):
The date on which this Agreement is entered into by the two parties.
360 still image content provided by the Content Provider to Blend for the purposes of making it available on the Sites for licensing and distribution to third parties and other materials ancillary to the Content or required in order to enable the Content to function as envisaged.
The party to this Agreement which provides Content to Blend for the purposes set out below.
Such third parties as Blend may licence to distribute Content on its own behalf from time to time.
The Blend websites or any affiliated or successor websites, any Blend apps, social channels and pages and any other website or digital network or app owned or operated by Blend from time to time, which may be accessed online or via mobile platforms. Social channels and pages include but are not limited to Facebook, Instagram, Twitter, Vine, YouTube, AppleTV and Snapchat owned or operated by Blend (“Blend Social Channels”).
An initial term of two (2) years from the Effective Date.
A period of two (2) years.
The whole territory of the World.
These General Terms and Conditions together with the Principal Terms above set out the full terms and conditions of the creator content non-exclusive license agreement (this “Agreement”), made between Blend Media Limited incorporated and registered in England and Wales with company number 09874938 whose registered office is at Finsgate, 5-7 Cranwood Street, London, England, EC1V 9EE (“Blend”) and the Content Provider described in the Principal Terms, for Blend to exploit the Content.
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
“Intellectual Property Rights”: all intellectual property rights wherever in the world arising, whether registered or unregistered, including copyright, business names and domain names, trade marks, and all rights to sue for passing off;
“Net Revenue”: means all revenue actually received by Blend directly or via a Distributor from licensing of Content less VAT or other applicable sales tax, refunds, discounts, commissions, creative/production costs, and applicable ad-serving fees.
2.1 The Content Provider hereby grants to Blend a non-exclusive, irrevocable licence (including the right to sub-licence) of all Intellectual Property Rights in the Content to enable Blend to distribute, sub-licence and otherwise commercially exploit the Content in the Territory in return for the payment by Blend of the Net Revenues as set out in clause 4. As part of the non-exclusive licence granted to Blend: (i) Blend may exercise the rights granted and exploit the Content without prior permission or authorisation from the Content Provider; and (ii) Blend has sole discretion to determine the terms and conditions of all licences which it enters into with end-users of the Content.
2.2 The licence granted under clause 2.1 permits Blend and its Distributors and their sub-licensees to modify, electronically reproduce, distribute, edit, exploit and publicly perform and display the Content or any part thereof on the Sites and the internet more generally (the “Distribution Rights”).
2.3 The Content Provider shall and warrants that is has secured the consent in writing and the licence or assignment of rights for the exercise of all the Distribution Rights granted to Blend in the Territory in accordance with this Agreement of all the contributors to the Content (including but not limited to musicians, composers, interviewees, narrators, producers, writers, directors and designers) and, where required, the consent in writing of all persons performing services in connection with the Content.
2.4 The Content Provider shall deliver the Content to Blend as directed by Blend from time to time.
2.5 The Content Provider shall be responsible for the accuracy, fidelity and completeness of the Content.
2.6 Blend has no obligation to the Content Provider, and undertakes no responsibility, to review the Content to determine whether any such Content may result in any liability to any third party.
2.7 Notwithstanding anything to the contrary contained in this Agreement, if Blend reasonably believes that any Content may potentially create liability for Blend or any third party, Blend may remove such Content as Blend believes in its sole discretion is prudent or necessary to minimise or eliminate such potential liability.
2.8 For the avoidance of doubt, Blend shall have complete authority to exploit the Distribution Rights as it determines in its absolute discretion.
2.9 Where reasonably practicable, Blend shall credit the Content Provider as the creator of the Content on the Sites.
3.1 In addition to the grant of Distribution Rights hereunder, the Content Provider grants separately to Blend the right to edit, adapt or alter the Content or authorise third parties to do so for the purposes of formatting or where required by any censorship or regulatory authority or as may be necessary for the purposes of exercising the Distribution Rights.
3.2 The Content Provider grants Blend the right to name the Content Provider as the creator of the Content and to use the Content Provider’s name and commercial details to promote the Content.
4.1 In consideration for the provision of the Content, Blend agrees to pay the Content Provider 50 per cent (50%) of the Net Revenue (the “Fee”).
4.2 Blend shall be responsible for the collection of the Net Revenue.
4.3 Blend shall pay the Fee to the Content Provider within 45 days of the end of each calendar month.
4.4 If the Fee payable to the Content Provider is less than US 100 USD or more in aggregate.
4.5 The Content Provider has the right to request a summary of royalty receipts from Blend, and Blend will provide such summary within 30 days of receipt of a written request from the Content Provider.
4.6 Blend reserves the right to amend the rate of commission of the Fee at the commencement of a Renewal Term by giving prior written notice to the Content Provider.
5.1 The Content Provider represents and warrants to Blend that:
i. it has the right to enter into this Agreement and to grant the rights herein granted and to perform fully its obligations hereunder;
ii. the Content Provider is or shall be the sole absolute unencumbered legal and beneficial owner or controller of all Intellectual Property Rights and all other rights in the Content and all rights licensed to Blend pursuant to this Agreement and has not assigned charged sub-licensed or otherwise in any way encumbered any of the foregoing rights;
iii. there has been obtained and paid for, or prior to delivery of the Content there will have been obtained and paid for;
a. all necessary permissions and licences for the use of any literary or other material on which the Content is based;
b. all necessary permissions and licences, releases, waivers or grants of authority to use the results of the services of performers and other persons who have participated in the production of the Content (including without limitation the irrevocable and unconditional waiver by all relevant persons of all rights relating to the Content to which such persons are now or may in the future be entitled pursuant to the provisions of Sections 77, 80, 84, and 85 of the Copyright, Designs and Patents Act 1988 and any other moral rights to which such persons may be entitled under any legislation now existing or in future enacted in any part of the Territory); and
c. the consent of such performers and other persons to use their names, approved likenesses, approved photographs and approved biographies for the purpose of advertising and exploiting the Content;
for the exercise by Blend of the Distribution Rights in perpetuity.
iv. payment of all residuals or other sums that may be payable to any and all third parties on account of any exercise of the Distribution Rights hereunder (including without limitation any sums payable by way of equitable remuneration from the exercise of so-called rental and lending rights) or for any other reason whatsoever, shall have been paid or will be paid by the Content Provider and at the Content Provider’s expense and that Blend is not and will not be liable for any such payments;
v. all agreements entered into in relation to the Content with any author, performer and/or director of the Content (as such terms are defined pursuant to the Copyright, Designs and Patents Act 1988) will include confirmation from any such author, performer and/or director that the remuneration received thereby includes, without limitation an equitable and adequate pre-payment of any sums that may subsequently become due to any such author, performer, and/or director of the Content arising from the exercise of so-called rental and lending rights;
vi. all recording synchronisation and dramatic performing rights to music sound recordings, footage and stills in the Content have been or will be obtained and paid for by the Content Provider or at the Content Provider’s expense prior to delivery of the Content for the exercise of the Distribution Rights in the Content in the Territory in perpetuity;
vii. the non-dramatic performing rights to all musical compositions contained in the Content are:
a. controlled by the Performing Right Society Limited or an equivalent body; or
b. in the public domain; or
c. controlled by the Content Provider.
viii. no action claim or litigation is pending or threatened with respect to the Content or any rights therein and in the event that any action claim or litigation is therein pending or threatened with respect to the Content or any rights therein as at the date of delivery of the Content or any time thereafter that the Content Provider shall notify Blend of the details thereof forthwith upon the Content Provider becoming aware of the same;
ix. no part of the Content nor the exercise by Blend of any of the rights herein granted to Blend will violate or infringe the Intellectual Property Rights or any other rights whatsoever of any third party;
x. each person rendering services or furnishing materials in connection with the Content or whose name voice likeness work composition or materials appear in or are used in connection with the Content has granted released and authorised the use of the same in the Content and in advertising publicity and promotion thereof in accordance with this Agreement;
xi. the Content does not contain any matter which is (a) defamatory, (b) not in accordance with Blend’s standards, and/or (c) scandalous or obscene;
xii. the Content does not contain any viruses or harmful code;
xiii. the Content has or will have been produced in accordance with all applicable legal requirements and all contract rules and regulations of labour organisations trade unions, guilds or other bodies having jurisdiction (if any) and will be delivered to Blend free from all charges, liens or encumbrances of whatsoever nature which may prejudicially affect or hinder the exercise and exploitation of the Distribution Rights by Blend pursuant to the terms hereof; and
xiv. it shall supply such documents and instruments as may be necessary by way of evidence of ownership of the rights granted to Blend hereunder including those items forming part of the Content.
5.2 Each and every representation and warranty given by the Content Provider hereunder shall be deemed repeated by the Content Provider on delivery of the Content.
6.1 The Content Provider will defend, indemnify and hold harmless Blend from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) and any other liability whatsoever (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) arising in connection with the Content, from any breach by the Content Provider of its warranties hereunder and from any breach by the Content Provider of this Agreement. The Content Provider agrees that Blend may retain any Fees or amounts due to the Content Provider under this Agreement to the extent Blend is owed any sum under this clause 6.1.
6.2 Blend has the right to (a) assume sole control at its election, and (b) to conduct the trial or settlement of, any Claims arising in connection with the Intellectual Property Rights in the Content, and all costs or expenses incurred by it in so doing shall be covered by the indemnity set out in clause 6.1.
6.3 Save for loss or damage caused by fraud, death or personal injury caused by Blend’s negligent act, in no event will Blend be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever; nor for any damages for loss of profits, business interruption, loss of information or data, loss of goodwill, and the like, arising out of this Agreement or its subject matter even if such losses were foreseeable by either party and regardless of whether either party had been advised of the possibility of such damages.
6.4 In no event shall Blend’s aggregate liability for claims arising out of this Agreement or its subject matter exceed the Fees paid to the Content Provider in the twelve (12) month period immediately preceding the event which gave rise to the claimant’s first cause of action, or £100 GBP, whichever is greater.
7.1 The Content Provider shall deliver to Blend the Content free and clear of all liens and encumbrances and at the Content Provider’s sole cost and expense and in the form required by Blend in its sole discretion.
7.2 Blend shall have the right to reject and/or suspend use of any Content for any reason.
8.1 Blend may change, edit or modify the format of any of the Content at any time.
8.2 Blend gives no warranty or guarantee in relation to: (i) the position or location of the Content; (ii) the availability or the absence of technical or other disturbances on the internet or the Sites; or (iii) the response rate or take up for the Content.
8.3 Without prejudice to Blend’s other rights and remedies, at any time and without giving advance notice to the Content Provider, Blend may permanently or temporarily move, remove or edit the Content from the Sites.
8.4 Nothing in this licence shall be taken to grant any rights to the Content Provider in respect of Blend’s Intellectual Property Rights.
8.5 Title to and ownership of all Intellectual Property Rights embodied by or otherwise incorporated into the Content (which, for the avoidance of doubt, shall not include any material into which the Content is integrated or alongside which it may feature) shall remain with the Content Provider.
8.6 Any and all user data in relation to the Sites (such as name, address and e-mail address) that is collected through any user registration process or otherwise shall be owned by Blend.
9.1 This Agreement shall commence on the Effective Date and continue for the Initial Term. At the conclusion of the Initial Term, or any subsequent Renewal Term this Agreement shall automatically be renewed for a Renewal Term unless either party has given written notice of its intention to terminate the Agreement no later than ninety (90) days prior to the conclusion of the Initial Term or the then current Renewal Term.
9.2 Without affecting any other right or remedy available to it, Blend may terminate this licence with immediate effect by giving written notice to the Content Provider if:
i. the Content Provider commits a material breach of any term of this licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
ii. the Content Provider suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
iii. the Content Provider suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
9.3 All warranties, representations and indemnities given by the Content Provider hereunder shall pertain and subsist to the benefit of Blend notwithstanding the termination of this Agreement and shall not be affected by such termination. The licence granted pursuant to this Agreement is to survive termination in respect of all use granted prior to the termination date. Following termination, the Content Provider permits Blend to retain copies of the Content for archival purposes.
10.1 Blend shall not operate as a back-up service and gives no warranty or undertaking to back-up any Content and the Content Provider is solely responsible for keeping secure back-ups of its own content and materials.
10.2 Except as specifically set out herein the Content Provider shall not be entitled to assign the benefit of this Agreement without the prior written consent of Blend. Blend may assign its rights and obligations to any third party provided such third party agrees in writing to be bound by the obligations set out in this Agreement directly with the Content Provider.
10.3 Nothing contained in this Agreement shall be deemed to constitute a joint venture or partnership between the parties.
10.4 The Agreement sets out the entire agreement between the parties with respect to the licensing of the Content and this Agreement may not be modified except by written agreement signed by a duly authorised officer of each of the parties. Nothing in this clause shall dilute the general Website Terms that govern the use of Blend’s website and services more generally.
10.5 Neither the Content Provider nor Blend shall during the subsistence of this Agreement or at any time thereafter disclose to any third party the terms of this Agreement or any confidential business or future plans of the other at any time acquired during the existence of this Agreement other than to their respective professional advisers or as may be required by law or by the express terms of this Agreement or as may be necessary in performance of this Agreement and no reference is to be made to this Agreement by either party in any advertising, publicity or promotional material without the prior consent of the other party.
10.6 The headings in the Agreement are for convenience only and shall not limit govern or otherwise affect the construction of any provision of this Agreement.
10.7 Any controversy or claim of whatsoever nature arising out of or relating to this Agreement shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts notwithstanding the nationality, residence or domicile of any party or their place of business.
10.8 The parties do not intend that any person who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.