1.1 In this Agreement, the following words have the following meanings:
This Agreement - The Creator Exclusive Representation Agreement between you and TL, including these Additional Terms and Conditions
Content - the video and audio content that you provide to us and/or authorize us to access in order to provide promotional services;
IP Rights - any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design right, rights in trade, business or domain names, rights in trade dress, rights in inventions, performers rights, rights in confidential information or know-how or any similar or equivalent rights in any part of the world;
1.2 Words in the singular include the plural and words in the plural include the singular.
1.3 Headings shall not affect the interpretation of this Agreement.
1.4 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.
1.5 Any phrase introduced by the words including or includes shall be construed as illustrative and shall not limit the generality of the relate deneral words.
2.1 In carrying out your own promotional activities of the Channel and your digital content you agree not to breach any applicable law or regulation, not to infringe any third party rights and not to do anything that may
damage our reputation.
2.2 You warrant, represent and undertake that the Content shall comply the policies of the platform on which the Content is published (YouTube, Instagram, etc.) relating to content. You will have sole responsibility for the Content you provide to us, regardless of whether such Content is licensed or created by you.
2.3 You warrant, represent and undertake that our use of the Content in accordance with this Agreement shall not infringe the IP Rights of any third party.
2.4 You shall indemnify us and our directors from and against all costs, claims, demands, liabilities, expenses, damages and losses arising out of or in connection with any claim that we may receive in relation to the Content including as a result of a breach of the warranties in this Agreement.
3.1 Each of the parties warrants that it has full power and authority to enter into this Agreement and that the exercise of its rights and the performance of its obligations under this Agreement shall not breach any other agreement entered into by it.
3.2 Except as set out in this Agreement, and to the extent permitted by law, neither party gives or assumes any no representations, warranties or conditions. Neither of us has relied upon any other representations, warranties or conditions to enter into this Agreement.
3.3 We exclude any and all liability to you for, loss of profit, loss or corruption of data or information, business interruption, loss of reputation or goodwill, loss of business opportunity or anticipated saving, wasted xpenditure; and/or any indirect or consequential or incidental loss incurred by you even if we have been advised of the possibility of such losses.
3.4 Nothing in this Agreement shall operate to limit or exclude the liability of any party for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, and/or any other liability that cannot lawfully be excluded under applicable law.
3.5 In any event, our entire liability to you under this Agreement including any breach of warranty, condition, representation, statement, act or omission shall be limited to the amount of net income received by us under this Agreement in the previous 6 months.
4.1 For the purposes of this Section 10, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, pandemic, epidemic, riot, civil commotion, accident, act of God, fire, flood and storm.
4.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by an event of Force Majeure, the affected party’s obligations under this Agreement are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
5.1 Confidential Information means all information that is marked as confidential or is manifestly by its nature confidential whether written or oral and in whatever medium which comes into a party’s possession and relates to the business, products, services, financial and management affairs, clients, employees or suppliers, plans, proposals, strategies or trade secrets of the other party. The terms of this Agreement shall be considered Confidential Information.
5.2 During the term and after expiry or earlier termination of this Agreement, each party shall keep confidential, and shall not use (other than for the purposes of this Agreement) and shall not disclose to any third party any Confidential Information of the other party, unless such Confidential Information:
(a) was public knowledge or already known to the party at the time of disclosure;
(b) subsequently becomes public knowledge other than by breach of this Agreement; and/or
(c) subsequently comes lawfully into the possession of the party from a third party.
5.3 Either party shall be entitled to disclose Confidential Information of the other party
(a) to its current and prospective shareholders, lenders and financing partners, provided that the disclosing party shall obtain an undertaking of confidentiality from each such person on terms no less strict than those in this Agreement.
(b) to its professional advisers, auditors and bankers provided they have a duty to keep such information confidential;
(c) if required to do so by any court, governmental or other administrative authority or regulatory body competent to required is closure.
6.1 TL may terminate this Agreement by notice in writing immediately if you commit a material breach of your exclusivity obligations, or of your obligations under Section 2 (Content) or Section 5 (Confidential Information).
6.2 Either party may terminate this Agreement by notice in writing immediately if the other party:
(a) commits any material breach of any of the terms of this Agreement and if such breach is capable of remedy fails to remedy that breach within 30 days of being notified of the breach; and/or
(b) enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
6.3 On termination of this Agreement, TL will cease to promote your digital content or the Channel. However, we will be entitled to continue the negotiation of any Opportunities that were under negotiation as of the delivery of the notice of termination.
6.4 Termination however caused shall be without prejudice to any rights or liabilities accrued at the date of termination.
6.5 Provisions of this Agreement that, by their nature, are intended to continue in force following termination, shall so continue, including without limitation Sections 2 (Content) and 5 (Confidential Information).
7.1 The terms of this Agreement apply to the exclusion of all other terms and conditions of business, including any that you may send to us, and all terms otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law. We expressly reject any terms and conditions provided by you to us.
7.2 Nothing in this Agreement shall confer or purport to confer on any other third party any benefit or the right to enforce any term of this Agreement.
7.3 Save as expressly provided in this Agreement no amendment or variation of this Agreement shall be effective unless it is in writing and signed by each of the parties.
7.4 The failure or delay of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
7.5 Any notice given under this Agreement shall be in writing and shall be served by delivering the notice personally, by email or by pre-paid first class post to the address for each party set out on the Order or such other address or email address as either party notifies to the other from time to time. Any such notice shall be deemed to have been received if delivered personally or by email at the time of delivery and if delivered by first class post 24 hours from the date of posting.