Licensing Agreement | TVDATA LTD

TVDATA LTD

Company Number: 12060751

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

Licensing Agreement:

This Agreement (“Agreement”) is entered into by and between the Customer and TVDATA LTD. By accepting this Agreement, the Customer agrees to the following terms and conditions:

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: ______2023

Terms and Conditions:

1. TVDATA grants to the Customer a non-exclusive, non-transferable license to incorporate the Material into the specified Production / Project, and to exploit the Material worldwide, in perpetuity, across all media and in all languages. The Material may not be transferred, sold, rented, licensed, or reused in any other production.

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.

4. TVDATA represents the copyright holder of the Material or asserts that the Material is in the public domain and therefore indemnifies the Customer against copyright infringement claims.

Data Accuracy Liability

5. TVDATA provides no warranty about the accuracy of any description of the Material. Our content is compiled from multiple sources, and while we strive to verify descriptions and references diligently, the inherent diversity of these sources introduces a possibility for occasional inaccuracies or errors. As a result, TVDATA cannot guarantee absolute precision of the Material’s description and will not be held liable 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. Unauthorized use of any footage for advertisements, promotions, or endorsements is a breach of this Agreement.This Agreement primarily authorizes the Material’s use for editorial purposes, including but not limited to news broadcasts, documentaries, educational videos, and commentary. Usage for feature films or other commercial purposes is not included within this Agreement and must be negotiated separately. Unauthorized commercial use without a separate agreement may constitute a breach of this Agreement.

Legal Compliance and Privacy

9. The Customer is solely responsible for compliance with UK copyright laws and for avoiding defamation, libel, slander, infringement of privacy, confidentiality or publicity rights, or infringement of any other rights. This responsibility applies regardless of the context of the material’s use, including in an editorial context. The Customer must ensure that the material is not used in a manner that infringes upon the rights or privacy of any person or entity. The provider (TVData) offers the material under the assumption that it will be used in a lawful and respectful manner, and does not assume responsibility for misuse of the material by the Customer.

Technical quality

10. Technical quality of the Material is as viewed online. Some of the Material is digitised from Betacam SP PAL format, originally coming as PAL 720 x 576, and is digitised at the highest resolution available using 10-bit uncompressed format. The Customer’s warranty right is limited to receipt of technically faultless material. If the Customer believes the Material to be technically faulty, they are required to notify us via email at [email protected] within 48 hours of transfer.

**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: