Licensing Agreement | TVDATA LTD

TVDATA LTD

Company Number: 12060751

Address: 124 City Road, Kemp House, London, UK, EC1V 2NX

Email: info@tvdata.tv

Licensing Agreement:

TVDATA LTD and the Customer identified below enter into this Licensing Agreement (“Agreement”). By confirming this Agreement, the Customer acknowledges and accepts the licensing terms for the use of TVDATA archival footage, as previewed and presented on TVDATA.TV and the official YouTube channel youtube.com/@TVDATA, as specified herein.

Customer Details:

Name:

Address:

Contact Person:

Title:

Email:

Production / Project Details:

Footage Required:

Rights:

Licensed Territory: Worldwide

License Term: Perpetuity

Media for Broadcast: All Media, All Languages

Exclusivity: Non-exclusive

Licensing Rate: ____ per minute

Date: ______2026

Terms and Conditions:

1. Grant of License and Term Options:
Subject to the execution of this Agreement and receipt of the Total License Fee in full, TVDATA grants to the Licensee a non-exclusive, non-transferable license to incorporate the Material into the specified Project. The Material may be exploited within the strictly defined Media Permitted and Licensed Territory specified in the project metadata, subject to the specific Term Option selected below (checked by parties upon execution):

• [ ] Option A – 1 Year: Rights valid for one (1) year commencing from the Effective Date of this Agreement.
• [ ] Option B – 5 Years: Rights valid for five (5) years commencing from the Effective Date of this Agreement.
• [ ] Option C – 10 Years: Rights valid for ten (10) years commencing from the Effective Date of this Agreement.
• [ ] Option D – Perpetuity: Rights valid in perpetuity.

The Licensee is strictly prohibited from transferring, selling, renting, sublicensing, or reusing the Material in any other production, project, or spin-off without obtaining prior explicit written consent from TVDATA.

For the avoidance of doubt, the Customer may license, sell, distribute, broadcast, stream, exhibit, promote, and otherwise exploit the completed Production / Project containing the Material through broadcasters, distributors, streaming platforms, affiliates, successors, assigns, agents, exhibitors, and other authorized third parties, provided that the Material is used only as incorporated within the Production / Project and is not separated, extracted, reused, or independently exploited outside the Production / Project without TVDATA LTD’s prior written consent.

2. Payment terms, cost of submission, and mode of payment are as agreed upon and stated in the Invoice.

3. The Customer agrees to pay a non-refundable license fee plus any associated charges. License fees are not refundable, even if the Material is not used. No licence shall become effective, and no rights in the Material shall pass to the Licensee, until TVDATA LTD has received the Total License Fee in full.

4. Intellectual Property Rights and Third-Party Clearances

TVDATA represents that, to the best of its knowledge and belief, it owns, controls, or is otherwise authorised to license the copyright interest in the specific archival/broadcast footage supplied as the Material for the uses expressly granted in this Agreement.

Nothing in this Agreement transfers, assigns, sells, or conveys ownership of the Material, copyright in the Material, or any underlying intellectual property rights to the Licensee. The Licensee receives only the limited licence expressly set out in this Agreement. All rights not expressly granted are reserved by TVDATA and/or the relevant rights holders.

TVDATA does not grant, represent, or warrant any rights in respect of names, likenesses, voices, performances, trademarks, logos, music, underlying audio, privacy rights, publicity rights, moral rights, estate rights, union/guild rights, political rights, or any other third-party rights not expressly granted in this Agreement.

The Licensee is solely responsible for determining whether any additional third-party clearances, releases, consents, permissions, or approvals are required for its particular editorial context, distribution, promotion, territory, or manner of use.

Data Accuracy Liability

5. TVDATA provides no warranty about the accuracy of any description of the Material. TVDATA compiles content from a wide range of sources. Our team makes every effort to verify descriptions and references carefully, but the variety of those sources can still create occasional inaccuracies or errors. When customers bring verified mistakes to our attention, we correct them promptly. However, no provider can guarantee that every description of the Material will always be fully precise. The Customer accepts that minor discrepancies may occur and agrees not to hold TVDATA liable for such differences, provided the delivered Material matches the footage previewed and licensed. As a result, TVDATA does not guarantee absolute precision of the Material’s description and accepts no liability for any discrepancies that may arise.

6. Rights granted by TVDATA to the Customer are strictly limited to those specified in this Agreement.

Usage Scope and Limitations of Material

7. The Material is to be used exclusively within the main body of the agreed upon Project, be it a Documentary, Feature Film, Educational Film, Commercial, Music Video, Web Series, Television Program, Animation, Video Game, Virtual Reality Experience or any other visual production. Use of the Material in promotional materials, trailers, bonus or additional content, or in any other form not explicitly included in the main body of the respective Project, requires separate and specific negotiation and agreement. This includes, but is not limited to, any derivative works, adaptations, and translations. The same rule applies across all mentioned forms of visual productions.

8. This licence is granted for editorial, factual, documentary and promotional use directly connected to the Production / Project only. The Material shall not be used in standalone advertisements, brand endorsements, merchandising, product integrations, political campaigns, or unrelated commercial promotions without TVDATA LTD’s prior written agreement.

Legal Compliance, Privacy and Content Misuse

9.The Licensee assumes sole responsibility for ensuring that its use of the Material complies with UK copyright laws and does not constitute defamation, libel, slander, or an infringement of privacy, confidentiality, publicity rights, or any other third-party rights. This responsibility applies strictly across all contexts, including editorial use. TVDATA provides the Material solely on the condition that it will be utilised in a lawful manner. TVDATA assumes no liability whatsoever for any misuse, alterations, or defamatory contextualization of the Material by the Licensee.

Technical quality

No AI or Machine Learning Use: The Licensee shall not, and shall not permit any third party to, use the Material, any stills from the Material, captions, metadata, descriptions, keywords, or associated data for machine learning, artificial intelligence development, deep learning, data scraping, dataset creation, model training, model testing, model refinement, model evaluation, synthetic media generation, or any generative text-to-video, image-to-video, video-to-video, or similar AI system.

This restriction applies whether the Material is used alone, extracted from the Production / Project, or used as part of the Production / Project.

10. Technical Quality, Delivering Formats, and AI Upscaling:
The Material is provided in the specific format, resolution, and aspect ratio selected by the Licensee, which may include legacy digital ingest (e.g., Betacam SP PAL 720×576), high-definition transfers, or files optimized through advanced artificial intelligence (AI) upscaling and digital restoration techniques to HD or 4K resolution. The Licensee explicitly acknowledges that archival and historical source footage inherently contains age-related visual characteristics, grain, imperfections, or artefacts, and accepts these qualities as-is based on the provided previews. TVDATA’s technical warranty is strictly limited to the delivery of an uncorrupted digital file. If the Licensee considers a delivered file to be technically defective or corrupt, they must notify TVDATA via email at footage@tvdata.tv within forty-eight (48) hours of delivery; otherwise, the technical quality of the Material shall be deemed fully accepted.

**Termination:** Either party may terminate this Agreement under conditions of breach of contract by the other party, after providing a written notice and reasonable time to cure the breach.

**Indemnification:** Each party agrees to indemnify and hold harmless the other party from any damages, liabilities, costs, and expenses arising from their respective breaches of this Agreement.

**Confidentiality:** Both parties agree to keep any confidential information received from the other party confidential, not to disclose it to any third parties, and to use it solely for the purpose of this Agreement.

**Governing Law:** This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

Customer Agreement and Acceptance:

Name:

Title:

Date:

TVDATA LTD Agreement and Acceptance:

Name:

Title:

Date: