General Terms and Conditions

PESETA.MEDIA GENERAL TERMS AND CONDITIONS (site-v1)

This non-exclusive licence consists of this form and the General Terms and Conditions below (together this "Agreement"). The Agreement grants Peseta.Media and its affiliated companies (and its successors in title and licensees) permission to use the content (as specified below) worldwide in all media. You, the rights owner and creator, will retain full ownership of the content and you can give Peseta.Media notice to terminate in accordance with the General Terms and Conditions at any time.

1. AGREEMENT

1.1 This Agreement shall be effective from the date on which you accept the online form associated with these terms (the "Effective Date"). The online form (the "Form") and these Peseta.Media General Terms and Conditions together constitute the "Agreement".

1.2 This Agreement is made between:
(a) you ("you", "your" or the "Creator"); and
(b) Peseta.Media Limited, a company incorporated and registered in England and Wales ("Peseta.Media", "we", "us" or "our").
Each is a "Party" and together the "Parties".

1.3 By clicking "I ACCEPT", signing electronically, or otherwise expressly accepting the Form, you confirm that:
(a) you have read and understood this Agreement;
(b) you agree to be legally bound by it;
(c) you have the legal capacity and authority to enter into it; and
(d) the information you provide on the Form is complete and accurate.

2. DEFINITIONS

"Channel" or "Channels" means each social media account, profile, page, channel or other digital account identified or linked on the Form, including any renamed, replacement or successor account operated by the Creator where substantially the same creator identity or audience is continued.

"Content" means all photographs, videos, clips, recordings, audio, audio-visual material and other copyright or media content uploaded, published or otherwise made publicly available by or on behalf of the Creator through any Channel during the Term, including:
(a) Content published before, on or after the Effective Date;
(b) captions, titles, accompanying audio and other elements forming part of such Content, to the extent the Creator owns or controls the necessary rights in them; and
(c) copies, edits, extracts and versions of such Content.
For the avoidance of doubt, Content uploaded to a Channel during the Term automatically becomes subject to the Licensed Rights without the need for Peseta.Media to identify, request, approve or separately accept that Content.

"Licensed Rights" means all rights, licences, consents, permissions and waivers granted to Peseta.Media under this Agreement.

"Sublicensee" means any person or organisation to whom Peseta.Media grants any right to use or exploit Content, whether directly or through one or more further sublicensees.

"Term" means the period beginning on the Effective Date and continuing until termination in accordance with this Agreement.

3. OWNERSHIP

3.1 Subject to the rights granted under this Agreement, you retain ownership of the copyright and other intellectual property rights that you own in the Content.

3.2 This Agreement does not transfer ownership of your Content to Peseta.Media.

3.3 The licence granted to Peseta.Media is non-exclusive. Subject to Clause 7, you may continue to use, monetise and license the Content yourself and may permit other parties to do so.

4. GRANT OF RIGHTS

4.1 Licence
For each item of Content, you grant Peseta.Media, immediately and automatically upon that Content becoming Content for the purposes of this Agreement, a worldwide, non-exclusive, transferable, sublicensable, royalty-free licence to:
(a) access, download, receive, copy and store the Content;
(b) reproduce and publish the Content;
(c) distribute, transmit and communicate the Content to the public;
(d) publicly display, perform, exhibit and make the Content available;
(e) broadcast and rebroadcast the Content;
(f) edit, crop, resize, subtitle, caption, translate, dub, format, combine, compile and adapt the Content;
(g) create excerpts, clips, thumbnails and promotional materials from the Content;
(h) archive and catalogue the Content;
(i) advertise, promote, market and publicise the Content;
(j) monetise the Content, including through advertising, sponsorship, syndication, licensing and other commercial exploitation;
(k) license and sublicense any or all of the foregoing rights to third parties; and
(l) otherwise exploit the Content commercially in any media or format now known or subsequently developed.

4.2 Media and Territory
The Licensed Rights may be exercised throughout the world through any form of media, including websites, applications, social networks, digital platforms, streaming services, television, broadcast media, print media, publisher networks and other media or distribution channels now known or subsequently developed.

4.3 Sublicensing
Peseta.Media may grant sublicences of the Content to third parties on such commercial terms as Peseta.Media determines. Unless separately agreed in writing, Peseta.Media:
(a) is not required to obtain your approval before entering into a sublicense;
(b) may determine the identity of the Sublicensee, permitted uses, platforms, territories and duration of a sublicense;
(c) may charge Sublicensees for access to or use of Content; and
(d) may administer, enforce and manage sublicences relating to the Content.
Any payment or revenue share due to you, if applicable, shall be only as expressly stated on the Form or otherwise agreed in writing between the Parties.

4.4 Further Sublicensing
Peseta.Media may permit a Sublicensee to grant further sublicences where reasonably necessary for the exploitation, publication, distribution, syndication or other authorised use of the Content.

4.5 Monetisation
Peseta.Media and its Sublicensees may monetise Content, including by placing or serving advertising in, around, before, during or after Content and by generating licensing, advertising, sponsorship, subscription, syndication or other commercial revenue from its exploitation.

4.6 No Obligation to Exploit
Nothing in this Agreement requires Peseta.Media to use, market, sublicense or monetise any Content. Peseta.Media may decide in its sole discretion which Content it wishes to exploit.

5. EDITING, ATTRIBUTION AND PROMOTION

5.1 Editing
Peseta.Media and its Sublicensees may make reasonable edits or adaptations to Content for publication, distribution, localisation, formatting, editorial, promotional or commercial purposes. This may include cropping, shortening, captioning, subtitling, translating, resizing, reformatting and combining Content with other material. Nothing in this clause permits Peseta.Media knowingly to alter Content in a manner that falsely represents the Creator as having said or done something materially different from what occurred in the original Content.

5.2 Name, Likeness and Related Material
To the extent necessary to exploit or promote the Content, you grant Peseta.Media and its Sublicensees permission to use any names, usernames, channel names, likenesses, voices and biographical information of you appearing in or associated with the Content.

5.3 Credit
Where credit has been agreed, Peseta.Media will use reasonable efforts to provide that credit. No inadvertent failure by Peseta.Media, or failure or refusal by a Sublicensee, publisher, platform or other third party, to provide credit shall constitute a material breach of this Agreement.

6. DURATION OF RIGHTS

6.1 Content Published During the Term
The Licensed Rights automatically attach to each item of Content when that Content is first uploaded, published or otherwise made publicly available through a Channel during the Term.

6.2 Duration
Subject to Clause 10, the licence granted in respect of each item of Content is perpetual unless and until the relevant Licensed Rights are terminated in accordance with this Agreement.

6.3 Removal from a Channel
Deleting, removing, hiding, archiving, making private or otherwise restricting Content on a Channel does not by itself revoke, terminate or vary Licensed Rights already granted to Peseta.Media.

7. CONFLICTING AND SUBSEQUENT RIGHTS

7.1 Existing Rights
You warrant that, at the time any item becomes Content under this Agreement:
(a) you own or control the rights necessary to grant the Licensed Rights;
(b) the Content is not subject to any existing exclusive licence, assignment or other restriction that prevents or materially limits the Licensed Rights; and
(c) you have disclosed to Peseta.Media any material pre-existing restriction affecting our ability to commercially exploit that Content.

7.2 Subsequent Grants
You may subsequently license Content to third parties, including on an exclusive basis, provided that any subsequent grant:
(a) is expressly subject to the Licensed Rights already granted to Peseta.Media;
(b) does not purport to revoke, terminate, restrict or interfere with Peseta.Media's existing rights;
(c) does not interfere with any sublicense previously granted by Peseta.Media; and
(d) does not cause Peseta.Media or a Sublicensee to infringe the rights purportedly granted to that third party.

7.3 Disclosure of Existing Peseta.Media Rights
Before granting exclusive rights in any Content that is already subject to this Agreement, you must disclose to the proposed exclusive licensee or assignee that Peseta.Media holds pre-existing rights in that Content, including the right to sublicense it.

7.4 No Conflicting Representation
You must not represent to any third party that Content is wholly unlicensed, exclusively available, or free from existing third-party rights where such a representation would be inconsistent with rights already granted to Peseta.Media.

7.5 Notice
You must promptly notify Peseta.Media if:
(a) you grant or propose to grant exclusive rights in Content already licensed to Peseta.Media;
(b) a third party alleges that Peseta.Media or a Sublicensee is not entitled to use Content;
(c) you receive a copyright complaint, takedown request or other rights claim concerning Content being exploited by Peseta.Media; or
(d) you become aware that any warranty or representation made under this Agreement may be inaccurate.

8. YOUR WARRANTIES AND UNDERTAKINGS

You represent, warrant and undertake in relation to each item of Content that:

8.1 Ownership and Authority
You own or control all rights necessary to enter into this Agreement and grant the Licensed Rights.

8.2 No Conflicting Rights
Except as disclosed to Peseta.Media in writing, you have not assigned, exclusively licensed, charged or otherwise encumbered the relevant rights in a manner inconsistent with this Agreement.

8.3 Third-Party Material
Where Content contains material owned or controlled by another person, you have obtained all permissions, licences, releases and consents reasonably necessary to grant the Licensed Rights and permit the contemplated exploitation.

8.4 Contributors
You have obtained all permissions and releases reasonably necessary from identifiable persons whose performances, contributions, image, likeness or voice are materially featured in the Content to permit exploitation in accordance with this Agreement.

8.5 Children
Where Content materially features a child and consent is legally required for the contemplated use, you confirm that you are legally authorised to provide that consent or have obtained the necessary permission from the child's parent or legal guardian.

8.6 Intellectual Property and Other Rights
To the best of your knowledge and belief, the Content and Peseta.Media's authorised exploitation of the rights you grant will not infringe any third party's copyright, performers' rights, trade mark rights, privacy rights, publicity/personality rights or other proprietary rights.

8.7 Accuracy
You will not knowingly provide materially false information concerning the Content, including its creation, ownership, provenance, location, date or circumstances.

8.8 Platform Claims
You will not knowingly submit or procure a copyright strike, takedown request, Content ID claim, rights-management claim or similar complaint against Peseta.Media or a Sublicensee for a use expressly authorised under this Agreement. If an automated or mistaken claim is made, you agree to use reasonable efforts to withdraw or resolve it promptly after receiving notice from Peseta.Media.

8.9 Security
You will not knowingly provide files containing malware, viruses or malicious code.

9. MORAL RIGHTS

9.1 To the extent permitted by applicable law, you irrevocably waive, and agree not to assert against Peseta.Media or its Sublicensees, any moral rights or analogous rights you personally hold in the Content where necessary to permit the editing, adaptation, publication and exploitation expressly authorised by this Agreement.

9.2 Where such rights belong to another Contributor, you warrant that you have obtained any waiver or consent reasonably necessary for the exploitation you have authorised, to the extent such waiver or consent is legally available.

10. TERM AND TERMINATION

10.1 Term
This Agreement begins on the Effective Date and continues until terminated in accordance with this Clause 10.

10.2 Termination for Convenience
Either Party may terminate this Agreement on 60 days' written notice.

10.3 Termination for Breach
Peseta.Media may terminate this Agreement immediately by written notice if:
(a) you commit a material breach that cannot be remedied;
(b) you fail to remedy a remediable material breach within five Business Days after written notice;
(c) you repeatedly breach this Agreement;
(d) you knowingly provide materially false information concerning Content or ownership of Content;
(e) you grant conflicting rights in breach of Clause 7; or
(f) you knowingly make improper copyright, takedown or rights-management claims against authorised uses of Content.

10.4 Effect on Future Content
When termination becomes effective, Content first published to the Channels after the effective date of termination shall not become licensed to Peseta.Media under this Agreement.

10.5 Content Already Licensed
Termination does not retrospectively invalidate any licence that attached to Content before termination. However, except as provided in Clauses 10.6 to 10.9, Peseta.Media shall cease entering into new commercial sublicences of previously licensed Content following the effective date of termination.

10.6 Existing Sublicences Survive
Any sublicense, licence, distribution arrangement, syndication arrangement or other permission granted by Peseta.Media before termination shall survive termination for the full period and scope for which it was granted. The Creator may not revoke, terminate or interfere with such rights by terminating this Agreement.

10.7 Peseta.Media's Supporting Rights Survive
To the extent reasonably necessary to administer, perform, enforce or support a surviving sublicense or other pre-termination exploitation, Peseta.Media's Licensed Rights in the relevant Content shall remain irrevocable and in force for as long as necessary for that purpose.

10.8 Published Copies
Termination does not require Peseta.Media or its Sublicensees to:
(a) recall or destroy physical or digital materials already distributed;
(b) remove Content already incorporated into published articles, programmes, compilations, broadcasts, archives or other works;
(c) remove copies maintained for legitimate legal, evidential, compliance, backup or archival purposes; or
(d) procure removal by third parties where Peseta.Media does not control the relevant platform, publisher or distribution channel.
Any continuing commercial exploitation following termination must otherwise be authorised by a surviving sublicense or another surviving provision of this Agreement.

10.9 Accrued Rights
Termination does not affect any rights, remedies, obligations or liabilities accrued before termination. Clauses intended by their nature to survive termination, including Clauses 6, 7, 8, 9, 10, 11, 13, 14 and 16, shall survive accordingly.

11. THIRD-PARTY CLAIMS AND INDEMNITY

11.1 Creator Indemnity
To the extent permitted by law, you shall indemnify Peseta.Media, its group companies and their respective officers, employees and agents against reasonable losses, damages, liabilities, costs and legal expenses actually incurred as a direct result of a third-party claim arising from:
(a) a material breach by you of your warranties or undertakings under this Agreement;
(b) your lack of authority to grant the Licensed Rights;
(c) your subsequent grant of rights in breach of Clause 7;
(d) materially false information knowingly provided by you concerning ownership or rights in the Content; or
(e) a claim initiated or knowingly maintained by you against an exploitation expressly authorised under this Agreement.

11.2 Claims Procedure
Peseta.Media shall notify you within a reasonable period after becoming aware of a material claim for which it seeks indemnification and shall take reasonable steps to mitigate recoverable losses. Failure to provide immediate notice shall not extinguish the indemnity except to the extent that the delay materially prejudices your ability to respond to the claim.

12. PESETA.MEDIA MATERIALS

12.1 Peseta.Media retains ownership of its trade marks, branding, databases, website materials, designs, graphics, software, metadata, catalogues and other proprietary materials.

12.2 To the extent Peseta.Media independently creates original materials in connection with Content, including compilations, graphics, captions, promotional materials, metadata and edits capable of separate copyright protection, Peseta.Media shall own the intellectual property rights in those original contributions, without acquiring ownership of the Creator's underlying Content merely by doing so.

13. LIMITATION OF LIABILITY

13.1 Nothing in this Agreement excludes or limits liability where doing so would be unlawful, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot lawfully be excluded or limited.

13.2 Subject to Clause 13.1 and to the fullest extent permitted by law, Peseta.Media shall not be liable for:
(a) indirect or consequential loss;
(b) loss of profits, revenue, anticipated savings, opportunity, goodwill or reputation; or
(c) losses arising from circumstances outside Peseta.Media's reasonable control.

13.3 Nothing in this Clause limits amounts properly payable under an express payment or revenue-sharing obligation agreed by Peseta.Media.

14. PERSONAL INFORMATION

Peseta.Media will process your personal information in accordance with its applicable Privacy Policy and applicable data protection law.

15. EVENTS OUTSIDE OUR CONTROL

Neither Party shall be liable for delay or failure to perform an obligation, other than an obligation to pay money already due, where caused by circumstances beyond that Party's reasonable control, including material platform outages, telecommunications failures, natural disasters, governmental action or widespread internet disruption.

16. GENERAL

16.1 Entire Agreement
This Agreement and the Form constitute the entire agreement between the Parties concerning its subject matter and supersede prior discussions, communications or understandings concerning the same subject matter. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

16.2 Assignment by Creator
This Agreement is personal to you. You may not assign or transfer your rights or obligations under this Agreement without Peseta.Media's prior written consent. Any permitted transfer of ownership of Content shall remain subject to rights already granted to Peseta.Media to the extent permitted by law.

16.3 Assignment by Peseta.Media
Peseta.Media may assign or transfer its rights and obligations under this Agreement to:
(a) a group company;
(b) a successor to all or substantially all of the relevant business or assets; or
(c) a purchaser or transferee of Peseta.Media's content licensing business,
provided that doing so does not materially reduce any payment rights expressly granted to you under this Agreement. This does not restrict Peseta.Media's separate right to sublicense Content under Clause 4.

16.4 No Partnership or Agency
Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency between you and Peseta.Media. Neither Party has authority to bind the other except as expressly provided in this Agreement.

16.5 Waiver
A failure or delay in exercising a right under this Agreement shall not constitute a waiver of that right.

16.6 Severability
If any provision is held invalid, unlawful or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable where possible, and the remaining provisions shall continue in full force and effect.

16.7 Third-Party Rights
Except for a Sublicensee to the extent necessary to rely upon rights expressly granted to it by Peseta.Media, a person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement. The Parties may amend or terminate this Agreement without requiring the consent of any third party, provided that no such amendment or termination shall retrospectively extinguish a sublicense already validly granted by Peseta.Media.

16.8 Electronic Acceptance
The Parties agree that electronic acceptance of this Agreement, including acceptance through the Form, constitutes evidence of agreement to these terms. Peseta.Media may retain electronic records showing the date and method of acceptance and the version of these terms accepted.

16.9 Notices
Notices under this Agreement may be given by email to the most recent email address supplied by the relevant Party. A termination notice must clearly state that the sender intends to terminate the Agreement.

17. GOVERNING LAW AND JURISDICTION

17.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of England and Wales.

17.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement.