This Agreement shall be effective from the date specified on the online form associated with this Agreement (“Date”) and by such reference, the Form shall constitute part of this Agreement (“Form”). This Agreement is made between SWNS of Media Centre, Emma-Chris Way, Bristol BS34 7JU, United Kingdom (“SWNS”, “our” “us” or “we”) and you (“you” or “your”).
1. CONTENT: The Content shall consist of all the visual, audio-visual, and other content described on the Form, or forming part of the content at the referenced links/URLs in the Form (the “Content”)
2. PERMITTED USE OF CONTENT: In consideration of a credit (to be agreed between you and us) and/or of the parties’ respective obligations hereunder, we shall be entitled to edit, upload and monetize the Content (in whole or in part) on any of our (and any of our associated companies’) websites and social media pages and on all media platforms in existence or created in the future (“Pages”) in perpetuity. The foregoing shall include our right to use the Content for any purpose and in any manner across any media platforms in perpetuity and for us to have absolute editorial discretion.
3. WARRANTIES AND REPRESENTATIONS: You warrant and represent that (a) you are the full, legal owner of all rights in and to the Content and you have the full right and power to enter into this Agreement and grant us the rights provided herein; (b) you have obtained all required permissions and releases from individuals, parties or locations, to enable you to grant us the rights granted herein; you further warrant that we will not be required to obtain any other rights or license or make any payments to any parties in order to exercise the rights provided by you herein; (c) nothing in the Content, nor our exploitation of the Content, will infringe or violate the rights or interests of any third party, including intellectual property rights, proprietary rights or rights of publicity or privacy, or bring us into disrepute; (d) there has been no infringement or likely infringement of the Content; (e) you have not granted, nor shall you grant, to anyone else any right which would conflict, with and/or prevent or impair in any way your right to grant us the rights specified herein; and (f) the Content does not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
4. INDEMNITY: You shall hold harmless, indemnify and defend us from and against all actions, proceedings, claims, damages, expenses and liabilities which may be made or brought against or suffered or incurred by us in consequence of any breach of any of your warranties, representations and agreements contained in this Agreement.
5. ENTIRE AGREEMENT: This Agreement sets out the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all previous agreements, assurances and understandings between the parties, whether written or oral, relating to its subject matter. This Agreement may not be modified or altered except in writing by both parties. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
6. DATA PROTECTION: For the purposes of data protection legislation (including the Data Protection Act 2018 and the General Data Protection Regulation 2016/679, as amended) you agree to, and authorise, us holding and processing personal data relating to you in any form. Please refer to our privacy policy for more information on how we process your personal data.
7. ASSIGNMENT: We shall be entitled to assign or transfer our rights and obligations under this Agreement to any member of our Group, or in connection with any sale, transfer or other disposition of all or substantially all of its business or assets, without notifying you or obtaining your consent. In all other circumstances not referenced in the previous sentence, neither party may assign or transfer their rights and obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. ‘Group’ in this Agreement shall mean in relation to a company, that company, any subsidiary or holding company of that company, and any subsidiary of a holding company of that company.
8. GOVERNING LAW: This Agreement shall be governed by the laws of England & Wales and the parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.
9. ACCEPTANCE: By clicking ‘I accept to all of the above.’ in relation to the online form associated with this Agreement, you agree to be bound by the Terms set out under this Agreement.
