Exclusive Licence Agreement

I agree to submit and licence the embedded video and its content (the “Work”) to TV Two Limited t/a Rebel Labs (“Rebel Labs”/ “you”/”your”) and your associated companies for your use at your sole discretion. I will have the opportunity to receive a one-off payment of £00 (“Fee”) provided only if the Work is used on Rebel Labs’ Facebook page as a standalone video and not part of a compilation. I acknowledge that my electronic submission(s) of images or audio-visual content constitutes my agreement and intent to be legally bound by the terms herein.

OWNERSHIP

I certify that I am the sole owner of all intellectual property rights in and to the Work or have the express permission of the rights holder to submit this video to Rebel Labs for the rights granted herein.

GRANT OF RIGHTS

I agree that Rebel Labs as the ‘Exclusive Licence Holder’ be granted the exclusive, unlimited right to use, alter, edit, change, modify, add to, subtract from, rearrange, and/or to exhibit, broadcast, distribute, reproduce, license others to reproduce and distribute; advertise, publish and otherwise exploit the Work by any and all methods, means or platforms, whether now known or hereafter discovered, in any manner and in any and all media throughout the world, for any purpose whatsoever, as Rebel Labs, in its sole discretion, may determine, including but not limited to promotion, advertising, and promotion.

WARRANTIES AND REPRESENTATIONS

I represent and warrant that (i) I have the full legal right, power and authority to grant Rebel Labs the rights granted herein; (ii) I exclusively own or control full title and rights in and to the Work; (iii) the Work nor the exercise of the rights ranted herein shall infringe upon or violate the right of privacy or right of publicity of, or constitute a libel or slander against, or violate any common law or any other right of, any person or entity (iv) I have not previously entered into any other agreement in connection with the Works; (v) all of the individuals and entities connected with the production of the Work, and all of the individuals and entities whose names, voices, photographs, likenesses, appearance, works, services and other materials appear or have been used in the Work, have authorized and approved my  use thereof, and Rebel Labs shall have the right to use all names, voices, photographs, likenesses, appearance and performances contained in the Works in connection with the exploitation, promotion, and use of the rights licensed herein; (vi) Rebel Labs will not be required to obtain any other or separate rights, clearances or license, nor shall Rebel Labs be required to make any additional payments to any parties in order to exercise the rights granted by you herein; (vii) nothing in the Work, nor its use or exploitation by Rebel Labs, its permitted licensees and/or any other third parties’ use of the Work as authorised by Rebel Labs, will infringe or violate the rights or interests of any party (including but not limited to, copyright, trademarks, patent rights, rights of privacy, image rights, moral rights, other statutory, common law or contractual rights of any individual person or entity or any other right of any third party, breach any contract or duty of confidence, constitute a contempt of court, be defamatory, obscene or otherwise unlawful) or bring Rebel Labs or any third party into disrepute; (ix) no person or company other than the Rebel Labs or it’s Sub-Licensees shall be able exploit the Work.

I hereby acknowledge and agree that Rebel Labs may edit, crop or modify the Work in order to tailor the Work to your audiences and I, being the sole author of the Work, waive all moral rights in respect of the use to be made of the Work under this agreement to which I may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988 or under any similar legislation from time to time in force anywhere in the world.

I agree to provide to Rebel Labs (upon request) the Appearance Release forms for all performers and contributors in the Work and I acknowledge that failure to do so will constitute as a breach of this agreement. I acknowledge that I will not be paid the Fee (if applicable) if I do not provide Rebel Labs with Appearance Release forms for all the performers and contributors in the Work.

RENUMERATION

In addition to the Fee (if applicable), I will be paid a 70% share of net profits from revenues (excluding proceeds from promotional use, marketing and advertising and deducting 30% of the profits for  rights management costs) generated from licencing the Work to a third party, as a standalone video (for the avoidance of doubt a standalone video does not include a derivative work of the Work or any compilation video including the Work) and the remaining 30% of net profits shall be paid to Rebel Labs.  Rebel Labs shall account to me on a bi-annual basis on the 30th day of June and the 31st day of December in each year period in which the proceeds of sale are received by Rebel Labs. However, if the amount owed to me is less than one hundred pounds (£100) in any given month, Rebel Labs reserves the right to carry over payment to me until the amount exceeds one hundred pounds. If the amount never exceeds that amount then no payment will come due. Rebel Labs will have no obligation to pay any revenue which are reasonably suspected by Rebel Labs, in its sole discretion, to have resulted from fraudulent, misleading or false activities by me. I will be paid via PayPal.

I acknowledge and agree that Rebel Labs is not making any guarantees with regard to the amount of revenue that will be generated by the Work, if any, beyond the Fee payable hereunder.

TERM AND TERMINATION

The term of this agreement shall be in perpetuity (the “Term”). I may seek to terminate this Licence at any time; however, this Licence shall only be terminable upon the mutual agreement of the parties. No termination or expiration of this agreement shall impact any prior third-party license of the Work by Rebel Labs prior to termination or expiration, which shall continue in full effect under the terms of this Licence.

TRANSFER OF RIGHTS

This Licence shall be binding on any successors of the parties. Rebel Labs shall have the right to transfer its licence to the Work to a third-party (“Sub-Licensee”).

INDEMNIFICATION

I hereby agree to indemnify, release and hold harmless Rebel Labs, its successors, licensees, and assigns, and the directors, officers, employees, representatives and agents of each of the foregoing, from any and all claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and attorney’s fees arising out of or resulting from (i) any breach by me of any warranty, representation or any other provision of this Licence, and/or (ii) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use by Rebel Labs of the rights granted under this Licence.  I acknowledge that Rebel Labs is relying on the representations contained in this Licence and a breach by me would cause Rebel Labs irrevocable injury and damage that cannot be adequately compensated by damages in an action at law and I therefore expressly agree that Rebel Labs shall be entitled to injunctive and other equitable relief.

CONFIDENTIALITY

I acknowledge that the terms and provisions of this Licence are confidential in nature and  I agree not to disclose, release, disseminate, issue, authorize or cause the release, dissemination or issuance of any publicity or information concerning the content or substance thereof to any third parties, other than my respective attorneys and accountants or as may be reasonably required in order to comply with any obligations imposed by this Licence.  I acknowledge that any unauthorized disclosure, statement or publicity may subject Rebel Labs to substantial damages the exact amount of which are extremely difficult and impractical to determine, and such unauthorized disclosure shall subject me to substantial legal liability (including an injunction to prevent further disclosure).

MISCELLANEOUS

This Licence contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Licence supersedes any prior written or oral agreements between the parties. If any provision of this Licence is illegal and unenforceable in whole or in part, the remainder of this Licence shall remain enforceable to the extent permitted by law.

JURISDICTION

This Licence shall be governed by and construed in accordance with English law and the parties hereby agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Licence.