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 CLIVERSE MEDIA DAO LTD of Rehov Hakim Eliahu 14, 6912013 Tel Aviv-Yafo, Israel (“CM”, “our” “us” or “we” and such expression shall also be deemed to include the Company’s successors in title, licensees, assigns and Group (defined below)) and you (“you” or “your”). You and we are each a “party” and collectively the “parties”.
- CONTENT: The Content shall consist of all the photos, videos, visual, audio-visual material, and/or any other content described on the Form, any materials forming part of the content uploaded to or contained in the link(s)/URL(s) (the “Content”). Please provide us with written notice prior to or on the Date, of any material and/or content contained in the link(s)/URL(s) in the Form which you do not want to licence to us in accordance with this Agreement, otherwise and for the avoidance of doubt, all such content/materials will form part of the Content and the remit of this Agreement.
- 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.
- YOUR OBLIGATIONS: You agree to: (a) supply such documents and instruments as may be necessary as evidence of ownership of the Content (and/or any part of it) and the rights granted hereunder, within five (5) business days of our request (email communication shall suffice); and (b) to regularly keep us updated on your rights in and to any of the Content (and/or any part of it) during the Term and shall immediately notify us if any of, or part of, the warranties and representations in clause 5 of this Agreement are, or become breached, compromised or affected in any way.
- 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) we will not be required to obtain any other rights or licences or make any payments to any parties in order to exercise the rights provided by you herein; (d) 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; (e) there has been no infringement or likely infringement of the Content; (f) you will not (either through any act or omission) conflict with, impair and/or prevent our use of the Content (and/or any part of it); herein; (g) 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 (h) 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.
- INDEMNITY: You shall indemnify, defend and hold us, our respective officers, employees, successors, licensees and permitted assigns (and any third parties authorised by us to exploit the Content (or any part of it)) harmless from and against all actions, proceedings, claims, damages, and liabilities (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties, legal costs and any other reasonable costs and expenses suffered or incurred) which may be made or brought against or suffered or incurred by us directly or indirectly in consequence of any breach or non-performance by you of any of your warranties, representations and obligations contained in this Agreement.
- DATA PROTECTION: For the purposes of data protection legislation (including the General Data Protection Regulation 2016/679, as amended from time to time) you agree to, and authorise, us holding and processing personal data relating to you in any form. Please refer to our privacy policy (https://cats.com/privacy-policy) for more information on how we process your personal data.
- 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.
- THIRD PARTY RIGHTS: No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
- NOTICES: All notices given under this Agreement shall be in writing and sent to us at [email protected] or at our registered address at the top of this Agreement or to you at your email address or address provided on the Form. All notices shall be deemed to have been duly given: (a) when delivered, if delivered by recorded post during normal business hours of the recipient; (b) if transmitted by e-mail, one business day after being sent; (c) on the fifth business day following posting, in each case addressed to the other party as indicated or to such other addresses as the parties may from time to time notify.
- TERM AND TERMINATION: This Agreement shall commence on the date accepted and by you and shall continue until terminated in accordance with this clause 13. Either party may terminate this Agreement for convenience by giving 30 business days written notice to the other party, in accordance with the notice provisions of this Agreement. In the event the Agreement is terminated we shall cease to further exploit the Content (or any part of it), but the Content (and any part of it) will remain on the Media (which may be monetised) for the Term for archive purposes only.
- ENTIRE AGREEMENT: This Agreement contains the full and complete understanding between the parties and supersedes all prior arrangements, assurances, and understandings whether written or oral appertaining to the subject matter of this Agreement and may not be varied except by an instrument in writing signed by all the parties to this Agreement. You acknowledge that no representations or promises not expressly contained in this Agreement have been made by us or any of our agents, employees, members or representatives.
- GOVERNING LAW: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by the laws of Israel. Each party agrees that the courts of Israel shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.
- ACCEPTANCE: By clicking ‘I ACCEPT’ in relation to this Agreement, you agree to be bound by the Terms set out under this Agreement.