Terms & Conditions
This agreement (“Licence”) governs your use of the films, documents, images and other materials (“Licensed Materials”) made available to you on this platform.
In this Licence, references to “you” and “your” mean the person accessing the Licensed Materials and “we”, “our” and “us” mean Social Film Drama Ltd (Company number 08663348) whose registered address is A Block - West, Underfall Yard, Cumberland Road, Bristol, BS1 6XG unless the context requires otherwise.
Definitions and Interpretation
1.1 In this Licence, the following terms have the following meanings:
- Any use of the word “including”, “include” or “includes” shall be deemed to be followed by “without limitation” unless the context requires otherwise.
- Insolvency Event means any step or action taken by either party in respect of, or in anticipation of, its insolvency or bankruptcy, whether pursuant to the Insolvency Act 1986 or otherwise
- IPR means patent rights, copyrights, trade secrets, trademarks, know-how and any other intellectual property rights recognised in any country or jurisdiction in the world
- IPR Claim means any claim that the Licensed Materials infringe the IPR of a third party
- Media means [Product Purchased]
- Working Day means any day other than a Saturday, Sunday or public holiday in England and Wales.
Grant of Licence
2.1 We hereby grant you a non-exclusive, non-transferable licence to use the Licensed Materials.
2.2 You may display, broadcast, load, execute, store or copy (for the purpose of displaying, broadcasting, loading, execution or storage) the Licensed Materials on a computer under your control and share the Licensed Materials with your work colleagues. You may also print copies of any documents contained within Licensed Materials for use within your establishment.
2.3 You may not:
resell, distribute, sublicense, or otherwise transfer the Licensed Materials to anyone outside your establishment;
decompile or reverse engineer any software included in the Licensed Materials, or permit anyone else to do so, except to the extent permitted by law;
create derivative works, reproduce, modify or provide the Licensed Materials to anyone outside your establishment, in each case without our prior written consent (which may be granted on such terms as we deem appropriate).
2.4 You agree that you will immediately notify us in writing, giving full particulars, if you become aware of:
any actual, suspected or threatened infringement of the Licensed Materials;
any claim is made or threatened that the Licensed Materials infringe the rights of any third party; or
any other encumbrance, charge or claim to which the Licensed Materials may be or become subject to.
Intellectual Property Rights
3.1 You acknowledge that the IPR in the Licensed Materials belongs to us or our licensors, and that you shall not acquire any right, title or interest in or to such IPR.
3.2 If you do acquire title to any IPR in the Licensed Materials that is inconsistent with the provisions of clause 3.1, you shall assign such IPR in writing to us on request.
3.3 Without prejudice to any other rights or remedies we may have you acknowledge that damages alone would not be an adequate remedy for your breach of this Licence and you therefore accept that we may be entitled to equitable relief for any threatened or actual breach, including injunction or specific performance.
4.1 We will indemnify you against all losses, damages, costs or expenses (including legal fees) incurred by, awarded against or arising from an IPR Claim, provided that you:
promptly notify us in writing;
allow us to conduct all negotiations and proceedings and provide us with all reasonable assistance we require, at our expense, with regard to the IPR Claim; and
that you do not make any admission relating to the IPR Claim.
4.2 If an IPR Claim is made, or we anticipate that an IPR Claim might be made, we may, at our expense and sole option, either:
procure for you the right to continue to use the Licensed Materials;
replace or modify the Licensed Materials with non-infringing substitutes that provide similar functionality; or
terminate this Licence and reimburse the fees for balance of any unused term. The terms of this Licence shall apply to any replaced or modified item.
5.1 Our Licence fees for the relevant Licensed Materials will be paid on commencement of the Licence each time you subscribe for a new product or renew your Licence pursuant to clause 8.1.
5.2 If you fail to renew your Licence, your access to the Licence Materials cease until such time as you pay the relevant Licence fee.
5.3 Our fees are exclusive of value added (VAT), which shall be ed at the prevailing rate.
6.1 The Licensed Materials are provided “as is” without any warranty that your use of the Licensed Materials will be uninterrupted or error-free and, except as expressly stated in this Licence, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law, including any implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
Limitation of Liability
7.1 Neither party limits its liability for:
death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors (as applicable);
fraud or fraudulent misrepresentation by it or its employees; or
breach of any obligation as to title implied by Section 2 of the Supply of Goods and Services Act 1982.
7.2 Without prejudice to clause 7.1, we shall not be liable to you for:
any indirect, special or consequential loss or damage; or
any loss of profits, anticipated savings, business opportunities, revenue or damage to goodwill.
7.3 Without prejudice to clauses 7.1 and 7.2, our total liability, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this Licence shall not exceed the value of the fees you have paid in the 12 month period considered retrospectively from the date of the cause of the claim.
7.4 Nothing in this clause 7 shall act to reduce your general duty to mitigate your loss.
Term and Termination
8.1 The Licence shall continue for a period of one calendar year from the date you accept these terms and shall then expire automatically unless you renew the Licence at or prior to the end of the Licence period.
8.2 This Licence may be terminated by either party: (a) if the other party commits a material or persistent breach of any term of this Licence and fails to remedy that breach (if capable of remedy) within 10 Working Days of written notification to do so; or (b) immediately if the other party is subject to an Insolvency Event or if you share the Licensed Materials without our consent, with anyone outside your organisation.
8.3 On expiry or termination of this Licence your use of the Licensed Materials shall automatically cease and you must return to us (or destroy or make unusable) any copies of the Licensed Materials in your possession.
8.4 If you decide to end your Licence before the end of a licence period (ie one calendar year from the start of the Licence or each subsequent year), we shall not be obliged to refund any part of the Licence fee.
8.5 The terms of clauses 3, 7 and 9.11 shall continue to survive the termination of this Licence.
9.1 Notices: Notices under this Licence shall be in writing and delivered to the other party by email. Any notice shall be deemed served at the time of transmission if sent between 09:00-17:00 on a Working Day and otherwise the next Working Day. This clause does not apply to the service of any proceedings or other documents in any legal action or any method of dispute resolution.
9.2 Disputes: The parties shall seek to resolve any dispute arising under this Licence as expeditiously and in good faith so far as possible. If we are unable to resolve a dispute we will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
9.3 Variation: A variation of this Licence shall not be effective unless it is in writing and signed on behalf of the parties by their authorised representative.
9.4 Relationship of the Parties: Nothing in the Licence is intended to, or shall be deemed to, establish any partnership or joint venture between us, make one party the agent of the other, or authorise a party to make or enter into any commitments for or on behalf of the other.
9.5 Rights of Third Parties: A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
9.6 Waiver: The failure or delay to exercise any right or remedy provided under this Licence or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
9.7 Exclusion of Terms: This Licence constitutes the whole agreement and understanding between us and supersedes any previous arrangement, understanding or agreement relating to its subject matter, provided that nothing in this Licence shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
9.8 Severance: If any provision of this Licence is found to be invalid, illegal or unenforceable for any reason, that provision shall be severed to the extent necessary to give effect to the remainder of the Licence. If any such part is fundamental to the purpose of this Licence, we shall seek to remedy that invalidity as soon as practicable through commercial discussions conducted in good faith.
9.9 Force Majeure: Neither party shall be in breach of this Licence nor liable for any delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 60 Working Days, the other party may terminate this Licence by giving not less than 60 Working Days’ written notice to the affected party.
9.10 Further Assurance: Each party undertakes at the request of the other, and at the cost of the requesting party, to do all acts and to execute all documents which may be necessary to give full effect to the Licence.
9.11 Law and Jurisdiction: The Licence shall be governed by and construed in accordance with the laws of England and Wales and, without prejudice to clause 9.2, we both agree to submit to the exclusive jurisdiction of the courts of England and Wales.