You agree to the filming of your Contribution by the Company (or on its behalf) as set out above.
In consideration of the payment by the Company to you of £1, the receipt and sufficiency of which is acknowledged, you hereby irrevocably and unconditionally assign to the Company absolutely with full title guarantee, by way of an exclusive assignment of all existing and future rights (including without limitation copyright and rental, lending and performers’ rights) and all other rights, title and interest of whatsoever nature, whether vested or contingent in and to all of the results and proceeds of any such taping, photography, or recording of your likeness in your Contribution and all consents necessary to enable the Company to make the fullest use of your Contribution.
Save as set out in this Agreement, you shall not be entitled to any payment whatsoever by reason of the exploitation of the Contribution or the Platform or from any other exploitation of such rights by any and all means and in any and all media now known or hereafter devised throughout the world in perpetuity.
In addition, you grant to the Company the unrestricted right to issue any publicity relating to your Contribution, the Platform and any other platform on which it may be included, and to use and publish, your Contribution, name and recordings for the purposes of advertising, publicising and promoting the Platform and allow authorised, educational third parties to do the same.
The rights granted to the Company above will be worldwide in perpetuity, by all means and in any and all educational media now known or hereafter developed or discovered.
This assignment shall be without reservation or condition and so that no right of any kind, nature or description is reserved by you. The rights granted include all rights of communication to the public and all rental and lending rights, whether now known or hereafter existing, in any country of the world in and to the Contribution and all allied and ancillary rights.
You acknowledge that the Company shall be the sole owner of the copyright in the Contribution, with the right to make use of the Contribution and all allied and ancillary rights in the Contribution as it shall decide.
You acknowledge that the Company has editorial control over the Contribution. The Company shall be entitled to cut, edit, copy, adapt, dub, subtitle and/or translate the Contribution at its discretion and in respect of your Contribution and all allied and ancillary rights in the Contribution you irrevocably and unconditionally waive in favour of the Company, its assignees and licensees the benefit of all moral rights and performers’ rights under the Copyright, Designs and Patents Act 1988 (as amended or otherwise) or similar rights arising under the laws of any jurisdiction.
You agree that the Company shall not be obliged to include any of your Contribution on the Platform or to produce and/or otherwise make use of the Contribution.
You acknowledge that the Company will need to store, process and/or handle your personal data in order to perform its obligations under this Agreement, for example to enable it to include your Contribution on the Platform (and promote, distribute and otherwise exploit your Contribution) and to facilitate any filming with you.
The personal data to be processed by the Company includes personal data as set out in this Agreement or provided as part of your Contribution. Where you Contribution contains special categories of personal data (such as relating to health or religion), you acknowledge that by disclosing such data during the recording of the Contribution that it is being manifestly made public by you.
WARRANTIES & LIABILITY
You warrant, represent and undertake that: (i) you are fully entitled to enter into this Agreement and to grant the rights and permissions granted; (ii) the exercise of the rights granted by you to the Company under this Agreement will not entitle any person to claim any payment from the Company; (iii) your Contribution will be honest and, to the best of your knowledge and belief, true and will not infringe the copyright or any other right of any person, breach any contract or duty of confidence, constitute a contempt of court, be defamatory or bring any party into disrepute; (iv) any opinions in your Contribution are your own and are genuinely held by you; and (v) you shall not include in your Contribution any form of advice, guidance or recommendations to take, or not to take, any actions or decisions in relation to any matter, including in relation to investments or the purchase or sale of any securities, shares or other assets of any kind, nor constitute any form of material non-public information or insider information.
You agree that the Company shall not be liable to you or any other person including for any claims, demands, controversies, causes of action, loss, damage and/or injury and obligations whatsoever (including loss of profit, loss of reputation, damage to property, invasion of privacy or trespass to person) whether now known or unknown, caused or suffered in connection with your Contribution, except for death or personal injury caused by the Company’s negligence and recoverable on that ground. You further agree that your sole remedy for the Company’s breach of any of its obligations under this Agreement is an action at law for damages and damages are adequate to compensate you and you shall not be entitled to rescission, injunction or any other equitable relief.
The parties agree that (i) this Agreement sets out the entire agreement between the parties related to the Contribution and it supersedes any prior agreements or arrangements (whether oral or in writing) between the parties; (ii) no term of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Agreement; (iii) the benefit of this Agreement, may be freely assigned or licensed by the Company (iv) your appearance in the Contribution will not be a professional performance and as such will not entitle you to wages, salary or other compensation; (v) this Agreement does not constitute a partnership, joint venture or employment relationship between the parties; (iv) in the event of any conflict between and terms set out in the table at page 1 of this Agreement and any other terms of this Agreement, the terms set out in the table at page 1 will take priority and (vii) this Agreement and all matters ancillary to it shall be governed by and construed in accordance with English law and the English courts will have exclusive jurisdiction.