It’s Gone Viral Talent Pool

ITS GONE VIRAL TALENT POOL AGREEMENT

TERMS (“MAIN TERMS”)

This is an agreement made between Its Gone Viral of 15-17 Arrow Mill, Queensway, Rochdale, OL11 2YW and the “Licensor” (Named in your Submission Form), that states:

AGENCY: Its Gone Viral, 15-17 Arrow Mill, Queensway, Rochdale, OL11 2YW (“the Agency” “us” “our” or “we” which expression shall be deemed to include the Agency’s successors in title, licensees and assigns)

LICENSOR: (“the Licensor”, “you” or “your”)

TERRITORY: The universe (“the Territory”)

MEDIA: The Licensor non-exclusively appoints the the Agency to use, edit, modify all the past, current and future content in the social media channels and pages outlined in the submission form for usage on any current and/or future It’s Gone Viral channels and properties.

DURATION: This agreement becomes valid and effective from the date of signing in writing or using an electronic signature or sending digital confirmation of agreement. The non-exclusive rights contained herein are valid for the full period of copyright and all renewals, reversions, revivals and extensions and thereafter in perpetuity to the extent permitted by law (unless terminated in accordance with 3.1-3.2 of General Terms).

AGREEMENT: This Agreement consists of these Main Terms and the attached General Terms of Agreement. These Main Terms along with the General Terms of Agreement below set out the full terms and conditions of this non-exclusive management agreement (“Agreement”) and forms a binding contract between the parties. By signing, clicking submit/accept buttons or sending digital confirmation to this Agreement, you agree to be bound by the terms of this Agreement.

GENERAL TERMS OF AGREEMENT

This Agreement shall comprise of the Main Terms and these General Terms of Agreement.

  1. CONTENT

The content shall consist of all the video specified in the Main Terms. It includes (but is not limited to) any identifiable individuals, locations, sounds, trademarks and logos and all other rights depicted or contained in the Content (the “Content”). You agree to supply the Content in such formats and by such means as we may require.

  1. GRANT OF LICENCE

2.2  The agency is granted a worldwide non-exclusive licence to use the Content, in whole or part, on the terms set out in this Agreement. We may change, alter, edit, modify, rearrange and reproduce the Content.

2.3 The Agency may provide the Content to third parties to assist the business and for the purpose of marketing or promoting the business and the Content. This shall not be construed as being the solicitation of, obtaining employment for, or pursuing work on the Licensor’s behalf and the Agency shall not act as the Licensor’s talent or employment agent or otherwise with respect to this Agreement.

  1. TERM

3.1 This Agreement shall commence on the date and time the content has been submitted to the Agency by the Licensor and continue in perpetuity. The Agreement may be cancelled at any time by mutual consent and giving thirty (30) days notice in writing (the “Termination Date”).

3.2 In the event that the parties mutually agree in writing to terminate this Agreement, we agree to cease any further sales of the Content thirty (30) days following such mutual agreement being confirmed; notwithstanding the foregoing, the Content may continue to remain on our Pages, which may be monetised.

  1. CREDIT

The Agency will include a credit to the Licensor with the Content on any usage on our pages wherever possible.

  1. WARRANTIES

5.1 You warrant and represent that you are the sole absolute unencumbered legal and beneficial owner or controller of all rights in and to the Content and have the right and power to enter into this Agreement, to perform all of your obligations under this Agreement and to grant those rights and licences set out in this Agreement and have not assigned or sub-licenced the Content or the rights being granted.

5.2 You warrant and represent that all individuals featured in the Content have provided full consent to their inclusion in the Content and you have obtained all required permissions and releases from individuals, parties or locations, including the express written consent of any identifiable minor’s parent or legal guardian, to enable you to grant us the rights granted herein.

5.3 You warrant and represent that the Content shall contain nothing that is, or that when used by the Agency shall be in breach of any Intellectual Property Rights or infringe the moral rights of any person or infringe any obligation of any nature owed to any third party.

5.4 You warrant and represent that the Agency will not be required to obtain any other rights or licence or make any payments to any parties in order to exercise the rights provided by you herein and the payment of all residuals or other sums that may be payable to any and all third parties on account of any exercise of our 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 you and that the Agency is not and will not be liable for any such payments.

5.5 You warrant and represent that nothing in the Content, nor any usage of the Content will infringe or violate the rights or interests of any third party, including intellectual property rights, proprietary rights or rights of publicity or privacy, or bring us into disrepute.

5.6 You warrant and represent that the Content does not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.   6.7 The Agency acknowledge that the Licensor does not own or control the rights to any third party music featured in the Content.

  1. INDEMNITIES

6.1 You shall remain the copyright holder for the Content and we take no responsibility with respect to the production or copyright involved in the Content. The Agency will not be held liable for any costs, expenses, damages, liabilities, claims, fees and any other costs or expenses in relation to any claims or potential claims, which may be brought against us as a result of the production of the Content and any exploitation of the Content as contemplated in this Agreement or otherwise or as a result of your breach of any warranties contained in this Agreement.

6.2 The Licensor shall indemnify the Agency, its respective officers, employees, successors, licensees and permitted assigns (and third parties authorised to use the Content) harmless from and against any costs, claim, demand, action, damages, loss and/or expense (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties, legal costs and any other reasonable costs and expenses suffered or incurred) arising from actions brought by any third parties resulting from any breach of any of the warranties made by the Licensor; any claims respecting slander, libel, defamation, copyright or trademark infringement, invasion of privacy, or violations of any other rights arising out of or relating to any use of the Content authorised by the Agreement and this indemnity shall survive the termination of this agreement.

  1. PERMITTED USE ON WEBSITE/SOCIAL MEDIA

The Agency shall be entitled to edit, upload and monetise the Content onto any of our social media platforms, pages and websites currently in existence and/or invented in the future (“Pages”); the Content may remain on the platforms in perpetuity regardless of whether this Agreement is renewed.

  1. ENTIRE AGREEMENT

This Agreement may not be modified or altered except in writing by both parties. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

  1. CONFIDENTIALITY

This Agreement is confidential and, during the subsistence of this Agreement or at any time thereafter, the Licensor agrees not to disclose to any third party the terms of this Agreement or any other information disclosed to you by us to any other person or entity without our express written consent, unless required by law.

  1. COUNTERPARTS & CONFIRMATION

This agreement may be executed in any number of counterparts which together shall constitute one agreement. This agreement becomes valid and effective from the date of signing in writing or using an electronic signature or sending digital confirmation of agreement in the form of an email response confirming acceptance. You agree that electronic signature, clicking on Accept and/or Submit buttons or sending digital confirmation is the legal equivalent of your manual signature in validating this Agreement.

  1. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England & Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.