UVideo Content Licensing Terms & Conditions
THESE TERMS AND CONDITIONS SHALL APPLY IN PLACE OF AND TO THE EXCLUSION OF ANY TERMS AND CONDITIONS CONTAINED OR REFERRED TO IN ANY ORDER OR CORRESPONDENCE FROM YOU OR ELSEWHERE OR IMPLIED BY TRADE PRACTICE OR COURSE OF DEALING. WHEN YOU RECEIVE MATERIAL FROM UVIDEO LIMITED (UVIDEO) AT YOUR REQUEST, OR BY YOUR ACTION OF DOWNLOADING SUCH MATERIAL, AND/OR YOU REQUEST A LICENCE TO REPRODUCE MATERIAL, YOU WILL IMMEDIATELY BE DEEMED TO HAVE ACCEPTED, AND WILL BE BOUND BY, THESE TERMS AND CONDITIONS AS THEY MAY BE UPDATED FROM TIME TO TIME. [YOU ARE ADVISED TO REVISIT THEM FROM TIME TO TIME, ESPECIALLY IF THERE HAVE BEEN ANY SIGNIFICANT GAPS BETWEEN YOUR USES OF MATERIAL FROM UVIDEO] REFERENCES TO “YOU” ARE INTENDED TO REFER TO THE LICENSEE.
- 1. 1. Introduction
These terms and conditions apply (a) to any transmission, transfer or delivery to you, by whatever means (including by means of download from a website), of any Licensed Content, (b) to any subsequent use of such Licensed Content by you in deciding whether you wish to use or reproduce any such Licensed Content and (c) to any order by you for any Licensed Content, and to any Licence that we may grant you, in our absolute discretion, following any such order, as well as any use of any Licensed Content by you.
- 2. 2. Definitions and Interpretation
The following terms shall have the following meanings, all references in this Licence to “clauses” being to clauses in this Licence (unless indicated otherwise), and references to the singular and to the masculine, shall include, respectively, references to the plural and to the feminine, and vice versa:
- 2.1. “Copying or Copy” means any form of reproduction of the whole or part of any Licensed Content, through any medium and by any means, and includes without limitation the adaption, alteration, distortion, manipulation and cropping of the Licensed Content, and the creation of a derivative work from the Licensed Content
- 2.2. “Intellectual Property Rights” means all intellectual and industrial property rights of whatsoever nature (including without limitation all copyright, names, logos, trademarks, the Website design and its ‘look and feel’, text, documents, content, selection and arrangement of elements, databases, organisation, graphics, photographs and images, compilation, magnetic translation, digital conversion, and computer codes contained in the Website), and similar or analogous rights (whether or not registered, whether present, future or contingent, and including without limitation all renewals, extensions, revivals and accrued rights of action and all pending applications), existing in any jurisdiction and all rights to apply for acquisition of the same
- 2.3. “Invoice” means the invoice issued by UVideo which sets out the specific terms agreed with the Licensee. The Invoice forms part of this Licence. All references to the Licence shall include the terms of the Invoice
- 2.4. “Licensed Content” means any film, video footage, still image, visual representation, audio product, audio-visual product, accompanying text, articles, journalistic material, negatives, transparencies, film imprints, prints, original digital files, or any Copies thereof, and any other content protected by copyright, trade mark, or other Intellectual Property Rights which is displayed on the Website and licensed to the Licensee by UVideo under this Licence. References to the Licensed Content shall be to the Licensed Content as a whole, as well as any part of the Licensed Content
- 2.5. “Licensee” means the person or entity purchasing a licence hereunder (including you and the Licensee’s officers, directors, agents, representatives and employees) or, if there is a Buyer (see clause 8), the person or entity designated as Licensee on the Invoice/during the purchasing process
- 2.6. “Licensed Rights” means the written information which accompanies the Licensed Content, including without limitation the information provided in the Invoice, editorial feed, on the Website (for example, in the purchase area), or in any other written communication which accompanies the Licensed Content. The Licensed Rights may include without limitation details of the territory in which the Licensed Content may be used, any other use restrictions and price details. The Licensed Rights form part of this Licence, and all references to the Licence shall include the Licensed Rights
- 2.7. “Material” means any film, video footage, still image, visual representation, audio product, audio-visual product, accompanying text, articles, journalistic material, negatives, transparencies, film imprints, prints, original digital files, or any Copies thereof, and any other content protected by copyright, trade mark or other Intellectual Property Rights which is displayed on the Website
- 2.8. “News Content” means Licensed Content which relates to events that are in the opinion of UVideo newsworthy, or of public interest, and which is licensed for use in an editorial manner
- 2.9. “User” means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Content, or incorporates the Licensed Content within any derivative work
- 2.10. “Website” means UVideo’s website at uvideo.ai
- 3. License
- 3.1. In consideration of payment by the Licensee to UVideo of the Fee (as defined in clause 7.1), UVideo hereby grants to the Licensee the non-exclusive, non-transferable, non-sub-licensable, revocable right in relation to the Licensed Content in accordance with the Licensed Rights:
- 3.1.1. to download and store securely by electronic means on the Licensee’s server one copy of each item of the Licensed Content, and one high-resolution backup copy for security purposes only;
- 3.1.2. subject to clauses 3.1.3 and Error! Reference source not found., to use and Copy the Licensed Content, solely to the extent explicitly stated in this Licence;
- 3.1.3. in relation to News Content only, to edit and/or crop News Content, provided that the editorial integrity of the News Content is not compromised, and provided that (unless otherwise agreed in writing in advance by UVideo) the News Content is not used for any commercial, promotional, advertising or merchandising use;
- 3.1.4. subject to the terms of this Licence, to store the Licensed Content in a digital library, network configuration or similar arrangement to allow the Licensee’s employees, partners, subcontractors and/or buyers to view the Licensed Content and to incorporate the Licensed Content within any derivative work. However, the Licensed Content must under no circumstances be used in this way by more than one (1) User during the Licence period set out on the Invoice, unless additional subscription licences are purchased for each additional User before such additional use begins.
- 3.2. All of the above rights may be exercised by subcontractors of the Licensee for preparation of the final product for the use licensed hereunder; provided that such subcontractors agree to abide by the terms of this Licence, and the Licensee shall at all times remain responsible and liable for all acts and infringements of each subcontractor.
- 3.3. The Licensee acknowledges that all Intellectual Property Rights in the Licensed Content is and remains the property of UVideo or its licensors (as applicable), and that the Licensed Content shall only be used by the Licensee as permitted by this Licence.
- 3.4. Where UVideo reasonably believes that the Licensed Content is being used outside of the scope and terms of the Licence, the Licensee shall at UVideo’s reasonable request, provide a statement detailing the scope of the use made by the Licensee of the Licensed Content, which statement shall be signed by an officer of the Licensee in a form to be approved by UVideo, or at UVideo’s reasonable request withdraw the Licensed Content from publication. UVideo may terminate this Licence on giving notice to the Licensee at any time with immediate effect at its sole discretion.
- 3.5. All rights, title and interest not specifically and expressly granted to the Licensee under this Licence are reserved to UVideo and or its licensors (as applicable), and no use of the Licensed Content other than expressly stated in this Licence is permitted.
- 4. Supply and Storage of Licensed Content
- 4.1. The Licensee will be responsible for the acquisition of any permissions, licences, software, telecommunications lines and equipment to enable the Licensee to receive the Licensed Content and/or to retrieve the Licensed Content from the Website. Any costs incurred by UVideo beyond the costs associated with the electronic download of the Licensed Content to the Licensee shall be borne by the Licensee.
- 4.2. The Licensee shall examine all Licensed Content for possible defects (digital or otherwise) before sending any Licensed Content for Copying. UVideo shall not be liable for any loss or damage suffered by the Licensee or any third party, whether directly or indirectly, caused by any alleged or actual defect in any Licensed Content or its caption or in any way from its Copying.
- 5. Intellectual Property Rights
- 5.1. The Licensee hereby acknowledges that it shall not acquire any rights, ownership, interest or goodwill in the Intellectual Property Rights or other proprietary rights of UVideo or other rights owner(s) in the Licensed Content other than the rights granted expressly under this Licence and that all such Intellectual Property Rights and other rights in the Licensed Content (whether existing at, or coming into existence after, the commencement date of this Licence) shall remain vested in, and are expressly reserved to, UVideo or the respective rights owners.
- 5.2. For the avoidance of doubt the Licensee may not use the name “UVideo” other than as expressly agreed in this Licence.
- 5.3. This clause will survive the termination howsoever caused of this Licence and the Licensee’s use of the Licensed Content hereunder
- 6. Licensee’s Responsibilities
- 6.1. The Licensee shall:
- 6.1.1. take all necessary measures to safeguard the Intellectual Property Rights of UVideo in the Licensed Content;
- 6.1.2. be solely responsible for determining and obtaining before publication any release, consents or licences required for any proposed use of the Licensed Content;
- 6.1.3. take all necessary steps to ensure that the Licensed Content and the Licensee’s use thereof complies with all laws, registrations, Directives and guidelines, and the principles enunciated in the Press Complaints Commission Code of Practice;
- 6.1.4. ensure that all copies of the News Content bear the copyright symbol © accompanied by UVideo’s and relevant author’s name (as applicable) and the year of first publication of the relevant Licensed Content along with any other acknowledgement UVideo may, from time to time, direct the Licensee to include, and ensure that no proprietary notice, credit and identification number is removed, cut, concealed, modified, obscured or otherwise tampered with, unless expressly agreed with UVideo. For example: © Photographer Name / UVideo 2020. If the Licensee fails to include such a credit, the Licensee shall, if required by UVideo, pay an additional fee of an amount equal to up to 100% of the Fee. The foregoing is without prejudice to any other rights or remedies available to UVideo;
- 6.1.5. where technically feasible, provide a screen credit, equal in size and placement to similar footage in the media, for any film or video footage used in a feature film, broadcast television or cable production which must read as directed by the designated director;
- 6.1.6. use its best efforts to ensure that any third party to whom the Licensee makes the Licensed Content available: (i) abides by the terms and conditions of this Licence; and (ii) does not Copy, redistribute, retransmit, publish or republish or otherwise exploit the Licensed Content except as permitted hereunder;
- 6.1.7. use the most up-to-date version of the Licensed Content and shall cease distribution of any outdated version of which it is notified by UVideo;
- 6.1.8. if any Licensed Content (other than News Content) features a model or property in connection with a subject that would be unflattering or controversial to a reasonable person, accompany each such use with a statement that indicates that the Licensed Content is being used for illustrative purposes only, and any person depicted in the Licensed Content (if any) is a model; and
- 6.1.9. maintain a strong firewall to safeguard against unauthorised access to the Licensed Content. On request the Licensee shall provide full details of such firewall to UVideo.
- 6.2. Upon reasonable notice, (i) the Licensee shall provide to UVideo sample copies of how it proposes to use the Licensed Content, and (ii) UVideo may – using its own employees or a third party – audit the Licensee’s records which are related to the use of Licensed Content in order to verify compliance with the terms of this Licence. Should UVideo reasonably believe that Licensed Content is being used outside of the scope of the terms hereunder, the Licensee shall, at UVideo’s request, provide a letter signed by an officer of the Licensee in a form to be approved by UVideo, certifying compliance with the Licence.
- 6.3. The Licensee shall not:
- 6.3.1. breach any code of practice for publication, shall not use the Licensed Content for any use which is pornographic, defamatory, damaging to the reputation of UVideo, or unlawful, and shall not otherwise store the Licensed Content transiently or permanently on any medium or transfer or transmit or Copy or loan to any third party or publish or otherwise exploit, modify or create derivative works from or combine with any other material the Licensed Content except to the extent necessary to exercise the rights granted hereunder;
- 6.3.2. save as permitted herein, assign, (sub-)license, distribute or transfer the Licensed Content or any rights granted or obligations imposed hereunder without UVideo’s prior written consent, nor shall the Licensee assign, (sub-)license, distribute or transfer any derivative work which contains the Licensed Content in a way that would allow a third party to download, extract or otherwise access and use the Licensed Content as a standalone file;
- 6.3.3. use, or permit third parties to use, the Licensed Content in any way which is contrary to the terms of this Licence or any restriction on use that is provided to the Licensee before or at the time of delivery of the Licensed Content, whether included in the Licensed Rights or any other written communication from UVideo, and all such restrictions which are provided to the Licensee shall be incorporated into and become part of this Licence;
- 6.3.4. incorporate the Licensed Content in any logo, trade mark or service mark;
- 6.3.5. unless expressly agreed with UVideo, make any alterations or modifications to the Licensed Content save for such alterations or modifications only as are strictly necessary to enable the Licensee to exercise its rights under this Licence;
- 6.3.6. in any form Copy or publicise the final product of the licensed use of the Licensed Content in any secondary reproductions (including without limitation screen shots and compilations) unless otherwise agreed with UVideo in writing in advance or otherwise authorised by law (failing which an additional licence may be required and additional fees fall due);
- 6.3.7. make available or assist others in making available the Licensed Content for use by any third party other than as expressly permitted in this Licence, nor shall the Licensee assign, (sub-)license, distribute or transfer any derivative work which contains the Licensed Content in a way that would allow a third party to download, extract or otherwise access and use the Licensed Content as a standalone file, other than as expressly stated in this Licence or as otherwise agreed between the parties in writing;
- 6.3.8. modify, re-purpose or re-configure for use in any mobile-directed websites or mobile application that are specifically created for viewing of Licensed Content on mobile devices, without obtaining UVideo’s prior written consent;
- 6.3.9. do, or authorise any third party to do, any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of UVideo or any third party in the Licensed Content and shall not omit, or authorise any third party to omit to do, any act which by its omission would or might invalidate or be inconsistent with any Intellectual Property Rights of UVideo or any third party in the Licensed Content;
- 6.3.10. infringe or seek to challenge or permit any third party to infringe or challenge the validity of UVideo’s Intellectual Property Rights; nor
- 6.3.11. without prejudice to the generality of the foregoing, do anything with the Licensed Content which is in breach of or otherwise inconsistent with the moral rights of the authors of the Licensed Content.
- 6.4. The Licensee shall promptly and fully notify UVideo of any actual, threatened or suspected infringement (in the territory in which the Licensee is permitted to use the Licensed Content) of any Intellectual Property Rights of UVideo or of any of UVideo’s contributors of Licensed Content, or any other rights in the Licensed Content which comes to the Licensee's notice; of any claim by any third party coming to its notice that the Licensed Content and/or the exercise by the Licensee of its rights hereunder infringes the Intellectual Property Rights or other third party rights; and if the Licensee becomes aware or suspects that any third party has gained access to the Licensed Content through the Licensee (or the Licensee’s Subscriber Account) or that any third party is wrongfully using the Licensed Content.
- 6.5. If the Licensee becomes aware or is notified by UVideo, that the Licensed Content is subject to a threatened or actual claim of infringement, violation of another right, or another other claim for which UVideo may be liable, or if UVideo withdraws any Licensed Content for any good reason, the Licensee shall physically remove the Licensed Content from its premises, computer systems and storage and, if possible, cease any future use at its own expense. UVideo shall free of charge provide the Licensee with comparable Licensed Consent (such comparability to be judged by UVideo in its reasonable judgment), subject to the terms of this Licence.
- 6.6. The Licensee shall at the request and reasonable expense of UVideo do all such things as may be reasonably required to assist UVideo in taking or resisting any proceedings in relation to any infringement or claim and in maintaining the validity and enforceability of the Intellectual Property Rights of UVideo in the Licensed Content. If UVideo takes legal proceedings at its own expense, UVideo will be entitled to retain the entire proceeds recovered in those proceedings, including any sums ordered to be due to the Licensee. UVideo will be under no obligation to take any action in the event of infringement.
- 7. Fees
- 7.1. The Licensee shall pay the fee stipulated on the Invoice for the specified purpose (“Fee”) in line with the “Due Date” stipulated on the Invoice. All sums specified for the Licensed Content are exclusive of VAT which shall be paid on presentation by UVideo of an appropriate VAT invoice (if applicable)
- 7.2. If the Licensee/Buyer requests in writing to cancel this Licence within 90 minutes of the time of Download by the Licensee/Buyer of the Licensed Content, and such Licensed Content has not been used in any way by the Licensee, UVideo agrees to cancel this Licence and issue a credit to the Licensees’ or Buyer’s account or credit card of up to 100% of the Fee, minus an administrative fee that will be charged at UVideo’s current standard rate. Nothing in this clause 7.2 shall apply to research, lab, service fees, administration fees or editorial subscription fees which shall be payable according to the terms stated on the Invoice, and which are non-refundable.
- 7.3. If the Licensee fails to pay UVideo’s Invoice in full within the time specified in the Invoice, UVideo may add a service charge of one and one-half percent (1.5%) per month (or such lesser amount as is permitted by law), on any unpaid balance until payment is received in full. UVideo reserves the right to revoke this Licence in its sole discretion if payment is not made when due.
- 7.4. Except where stated otherwise in this Licence, no refunds or credits of the Fee will be issued by UVideo. The transfer of the file containing the Licensed Content from UVideo to the Licensee via the internet, or the breaking of the CD-ROM (compact disc read only memory) seal, is considered to be the complete fulfilment of UVideo’s obligations hereunder.
- 8. Buyer
Where a person or entity purchases the licence hereunder on behalf of a third party Licensee (“Buyer”), the Buyer hereby warrants that the Buyer is authorised to act as an agent on behalf of the Licensee and has full power and authority to bind the Licensee to this Licence. Should the Licensee subsequently dispute such power and authority, the Buyer shall be bound and liable for any failure of the Licensee to comply with the terms of this Licence, including without limitation payment of the Fee.
- 9. Subscriber Account
- 9.1. In order to access the Website, the Licensee must create a subscriber account (“Subscriber Account”). The Licensee is expressly prohibited from using any other Subscriber Account without UVideo’s prior written permission. In creating its Subscriber Account the Licensee represents and warrants that all of the information provided by the Licensee is accurate and complete. The Licensee shall be solely responsible for any activity occurring on its Subscriber Account, agrees to keep the access details confidential and secure, and will notify UVideo immediately if any unauthorised party becomes aware of any breach of security or unauthorised use of the Subscriber Account.
- 9.2. Save in respect of any negligence on the part of UVideo, UVideo accepts no liability for any losses caused by any unauthorised use of the Licensee’s Subscriber Account. The Licensee accepts that it will be liable for losses incurred by UVideo or other third parties due to such unauthorised use.
- 10. Releases
- 10.1. UVideo will notify the Licensee in writing it if has obtained a model release and/or other property release for the Licensed Content. However, whether or not UVideo obtains a model and/or property release, the Licensee shall be solely responsible for obtaining prior to use of the Licensed Content any required releases, consents and clearances in relation to the use of the relevant Licensed Content and for determining the contents of such releases, consents and clearances. As to any release delivered by UVideo, neither UVideo nor any licensor makes any representation, warranty or guarantee as to its sufficiency in relation to any use of the Licensed Content.
- 10.2. The Licensee acknowledges that in some jurisdictions legal protection is provided against the unauthorised use of a person’s image, likeness or property for commercial purposes, without that person’s prior consent. Neither UVideo nor any party on whose behalf UVideo licenses Licensed Content represent or warrant as to whether any such consent has been obtained or whether additional payments are due to any such person, and the Licensee shall be solely responsible for obtaining any such consents and making such additional payments.
- 11. Indemnity
- 11.1. The Licensee hereby agrees to indemnify, release and hold harmless UVideo as well as its officers, directors, agents, representatives and employees against any loss, injury or damage, actions, claims, proceedings, liabilities, expenses, demands, costs (including reasonable legal costs, and including any compensation, costs and disbursements paid by UVideo to compromise or settle any claim) which arise out of, or as a result of, claims by third parties relating to (i) the Licensee’s use of the Licensed Content; or (ii) a breach of any of the Licensee’s obligations under the terms of this Licence; (iii) Licensee’s failure to obtain any required release; and (iv) the infringement by the Licensee of any Intellectual Property Rights or other right of any person or entity.
- 11.2. This indemnity covers, without limitation, any use of Licensed Content in a manner not expressly authorised by this Licence and includes without limitation a breach of a term of this Licence which may constitute copyright infringement, entitling UVideo to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
- 11.3. In addition, and without prejudice to UVideo’s other remedies under this Licence, UVideo reserves the right to charge, and the Licensee agrees to pay, a fee equal to up to 10 (ten) times UVideo’s relevant standard Fee for the unauthorised use of the Licensed Content.
- 11.4. This indemnity clause will survive termination howsoever caused of this Licence and the Licensee’s use of the Licensed Content hereunder.
- 12. Termination and Cancellation
- 12.1. UVideo reserves the right at any time at its sole discretion and with immediate effect (i) to re-classify and/or move the Licensed Content to another database (including without limitation the archive database), (ii) to withdraw the right to use the Licensed Content, and (iii) to terminate the Licence, the Licensee’s Subscriber Account and access to the Website. UVideo shall give written notice to the Licensee of such re-classification, withdrawal and/or termination.
- 12.2. Upon expiry or termination of this Licence, the Licensee shall immediately cease all use, publication and distribution in any and all media of the Licensed Content, and destroy or delete all copies of the Licensed Content (whether digital, physical or otherwise) including all partial or modified versions of the Licensed Content, and ensure that its subcontractors, buyers and customers do likewise. The Licensee shall upon UVideo’s reasonable request provide UVideo with a statement by an officer of the Licensee attesting to such deletion and/or destruction, and shall comply with any additional reasonable directions UVideo may give under this clause. Without prejudice to the foregoing, and unless this Licence was terminated because of the Licensee’s breach of its obligations under this Licence, the Licensee is permitted to continue using the final products into which the Licensed Content was incorporated during the period of this Licence as indicated on the Invoice. . For the avoidance of doubt, Licensed Content must not be used in a new product or for the first time after the expiry of the period of this Licence as on the Invoice or termination, whichever is the earlier.
- 12.3. Where, following service of a notice under clause 12.1 UVideo reasonably believes that the Licensed Content is continuing to be distributed, the Licensee shall at UVideo’s request provide a statement detailing any continued use of the Licensed Content and any third parties to whom the Licensed Content may have been distributed in order that UVideo can provide details of the same to any authority, governmental or investigative body or rights owner who are investigating or querying the same.
- 13. Warranty and Liability of UVideo
- 13.1. The Licensee acknowledges that it shall use the Licensed Content at its own risk.
- 13.2. Whilst UVideo takes all reasonable care in the creation, selection and assembly of the Licensed Content, the Licensed Content is provided on an “as is” and “as available” basis. Whilst efforts have been made to caption correctly the subject matter of the Licensed Content, UVideo does not warrant that such information is accurate, save where stated otherwise in this Licence. Without prejudice to clause 13.3 and to the fullest extent possible pursuant to applicable law, UVideo, its affiliates, service providers and licensors disclaim all warranties, express, implied, statutory or otherwise, in relation to the subject matter of this Licence.
- 13.3. UVideo warrants that it has all the necessary rights and authority to enter into and perform this Licence. The representations and warranties made by UVideo in this Licence apply only to the extent that the Licensed Content is used by the Licensee as authorised in this Licence.
- 13.4. In particular, but without limitation, and to the fullest extent possible pursuant to applicable law, UVideo makes no representation or warranty as to:
- 13.4.1. whether any additional fees or payments may be due to any person depicted in the Licensed Content which fees shall solely be the responsibility of the Licensee;
- 13.4.2. the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Content;
- 13.4.3. the sufficiency of any release delivered with the submission of any Licensed Content; and
- 13.4.4. the accuracy, validity or authenticity of the Licensed Content.
- 13.5. To the fullest extent possible pursuant to applicable law, UVideo shall not be liable to the Licensee or any other person or entity:
- 13.5.1. for any loss, injury or damage, actions, claims, proceedings, demands or costs incurred or suffered by the Licensee or any third party, whether directly or indirectly, arising out of the Licensee’s use of the Licensed Content including without limitation:
- a) any alleged or actual defect in any of the Licensed Content or in any way from its use;
- b) the refusal or failure of the Licensee to cease distribution of, or to delete, all copies and versions of the Licensed Content in respect of which a notice has been served by UVideo pursuant to clause 12.1
- c) the refusal or failure of the Licensee to use any modified version or new release of the Licensed Content supplied by UVideo to the Licensee to replace or complement an earlier version or release;
- d) the unauthorised alteration or modification of the Licensed Content or the combination of the Licensed Content with other material or software not licensed by UVideo.
- 13.5.2. for loss of data or corruption of data, loss of programs, loss (whether direct or indirect) of goodwill, reputation, profits, business or business opportunities or anticipated savings or for any special, indirect, incidental or consequential loss or damage whatsoever.
- 13.6. Provided the Licensed Content is only used in accordance with this Licence and the Licensee is not otherwise in breach of any of the terms hereunder, and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in clause 13.3 above, UVideo shall, subject to clauses 13.7 and 13.8 defend, indemnify and hold the Licensee and its officers, directors, agents, representatives and employees harmless from all damages (except punitive damages not directly attributable to acts of UVideo and any consequential losses), liabilities and expenses (including reasonable legal fees and permitted and authorised costs) arising out of or connected with any actual or threatened legal proceedings alleging that UVideo is in breach of its warranties given hereunder. The foregoing states UVideo’s entire indemnification obligation under this Licence.
- 13.7. The Licensee shall promptly notify UVideo of any claim in respect of which it seeks indemnification pursuant to clause 13.6 At UVideo’s option, UVideo may assume the handling, settlement or defence of any claim or litigation, in which event the Licensee shall cooperate in the defence of any such claim or litigation. The Licensee shall have the right to participate in such litigation, at its expense, through counsel selected by the Licensee. UVideo will not be liable for legal fees and other costs incurred prior to the Licensee giving notice of the claim for which indemnity is sought.
- 13.8. Subject to clause 13.9, UVideo’s maximum aggregate liability under or in connection with this Licence, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the total Fee paid by the Licensee in respect of the Licensed Content.
- 13.9. Nothing in the Licence is intended to exclude or limit UVideo’s liability for death or personal injury caused by its negligence, for fraud or any other liability that cannot be excluded or limited under applicable law.
- 14. Notices
Any notice, consent or similar communication (“Notice”) given under the Licence shall not be binding unless in writing and may be given personally or sent to the party to be notified by pre-paid first class post or by electronic mail or facsimile transmission at its address as notified to the other. Notice given personally shall be deemed given at the time of its delivery. Notice sent by post in accordance with this clause shall be deemed given at the commencement of the second business day of the recipient following its posting. Notice sent by electronic mail or facsimile transmission in accordance with this sub-clause shall be deemed given at the time of its actual transmission provided that the sender does not receive any indication that the electronic mail message or facsimile transmission has not been successfully transmitted to the intended recipient.
- 15. No Waiver
- 15.1. The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of the Licence shall not be a waiver of them or of the right at any time subsequently to enforce any or all such terms and conditions.
- 15.2. All rights and remedies available to the parties under the terms of the Licence and under the general law shall be cumulative and no exercise by either of the parties of any such right or remedy shall restrict or prejudice the exercise of any other right or remedy granted hereunder or otherwise available to it.
- 16. Variation
Variations to this Licence will only be valid if they have been signed by the authorised signatories of the parties.
- 17. No Partnership
Nothing in the Licence shall create or be deemed to create a partnership or the relationship of principal and agent between the parties and the Licensee shall have no right or authority to bind or to make any representation or warranty on behalf of UVideo. Other than as expressly stated in this Licence, this Licence is not intended to create any right enforceable by any person not a party to it.
- 18. Severability
If any provision of the Licence is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of this are received by either of the parties from any relevant competent authority, the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of UVideo it may be deleted from the Licence and in either event the remaining provisions of the Licence shall remain in full force and effect.
- 19. Whole Agreement
This Licence contains the whole agreement between the parties and supersedes any prior written or oral agreements, representations or understandings between the parties in relation to its subject matter. The parties confirm that they have not entered into this Licence on the basis of any agreement, representations or understandings which are not expressly incorporated into the Licence. No oral explanation or oral information given by any party shall on its own, without written confirmation, alter or affect the interpretation of the Licence.
- 20. Law and Jurisdiction
The Licence shall be governed by and construed according to the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.
Content and Licensing last updated December 2019.