BACKGROUND

(A) The Platform Provider operates a media platform that offers a service to end users via the internet.

(B) The Content Provider owns, controls or is licensed to distribute video content.

(C) The Content Provider agrees to license content to the Platform Provider in order that the Platform Provider can make that content available to end users.

(D) The provision and licence of such content shall be governed in accordance with the terms and conditions of this Agreement.

(E) This Agreement must be read in conjunction with a signed Service Order (as defined below) specifically referring to this Agreement and shall only apply where a signed Service Order is in place with the Content Provider.

​

AGREED TERMS

1. Definitions and Interpretation

The following definitions and rules of interpretation apply in this Agreement.

1.1 Definitions:

Advertising Revenues: revenues earned by the Content Provider from advertising inserted into the Content by or on behalf of the Platform Provider.

Content: any text, graphics, audio, visual (including still visual images) and/or audio-visual material, software, applications, data, database content or other multimedia content, information and material, including the metadata relating to any such content, provided by Content Provider under this Agreement, as more specifically set out in the signed Service Order.

Content Provider Marks: the trademarks, service marks, logos and other distinctive brand features of the Content Provider.

Content Provider Materials: the Content, the Confidential Information of Content Provider and the Content Provider Marks.

Content Specification: a list of all Content licensed under this Agreement, as set out in a signed Service Order.

Data Protection Legislation: the UK Data Protection Legislation and (for as long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation (EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

Delivery Method: the means by which the Content is made available by the Content Provider to the Platform Provider, as specified in a signed Service Order. Device: a device on which the End User accesses the Service. Editorial Responsibility: in accordance with section 368A of the Communications Act 2003 general control over:

a) what programmes are included in the range of programmes offered to users; and

b) the manner in which the programmes are organised in that range.

End User: any person authorised by or on behalf of the Platform Provider to access the Service, including without limitation Subscribers.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights to use, and protect the confidentiality of, in designs, rights database rights, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Net Revenue: the sum of Advertising Revenues and Subscription Revenues after deduction of any costs applicable to the Content including but not limited to CDN costs, ad serving costs. Technology Provider costs and any other charges and taxes which relate to the Content.

Payment Period: any three (3) month period in respect of which payments are made by the Content Provider to the Platform Provider.

Platform: the medium through which the Content is made available by the Platform Provider to End Users.

Platform Provider Marks: the trademarks, service marks, logos and other distinctive brand features of the Platform Provider.

Platform Provider Materials: the Platform Provider Marks, Service Technology and the Confidential Information of the Platform Provider.

Service Order: a document signed by the Content Provider and the Platform Provider containing details relating to this Agreement and making reference to this Agreement.

Service: an OTT streaming service provided to customers.

Service Technology: the technological software and infrastructure used by the Platform Provider in connection with the Service as identified in a signed Service Order.

Subscribers: End Users who pay a fee to the Platform Provider in order to access the Platform.

Subscriptions: fees paid to the Platform Provider by Subscribers in order to access the Platform.

Subscription Revenues: revenues derived from Subscriptions which are attributable to the Content.

Technology Provider: the owner or operator of any technology or technology platform which the Platform Provider uses to deliver the Service.

Territory: worldwide or as otherwise specified in a signed Service Order.

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.

Use: the way in which the Content is deployed by the Platform Provider in providing the Services, which may include copying, hosting, electronically storing, caching, displaying, communicating, transmitting, making available and distributing the Content to End Users.

1.2 Interpretation:

(a) Clause and paragraph headings shall not affect the interpretation of this Agreement.

(b) A person includes a natural person, corporate or unincorporated body and reference to one gender shall include a reference to other genders.

(c) A reference to a company shall include any company, corporation or other body corporate.

(d) Unless the context otherwise requires, words in the singular shall include the plural, and, in the plural, shall include the singular.

(e) Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.

(f) A reference to a statute or statutory provision shall include a reference to it as amended,  extended or re-enacted from time to time.

(g) Any words following the terms including, include, in particular, for example or any similar expression

shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(h) The signed Service Order forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes a signed Service Order.

(i) A reference to any party shall include that party's personal representatives, successors or  permitted assigns.

(j) A reference to writing or written includes email, but not fax.

(k) Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction.

(l) Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2. Licence 

2.1 The Content Provider grants the Platform Provider a non-exclusive, royalty-free licence to Use the Content during the term of this Agreement, in the Territory, for the purpose of providing the Service to End Users including, without limitation, the right to copy, host, electronically store, cache, display, communicate, transmit, make available and distribute the Content to End Users.

2.2 The Content Provider also grants the Platform Provider the express right to grant a sub-licence:

(a) to End Users to the extent necessary for End Users to view the Content; and

(b) to such Technology Providers as the Platform Provider shall in its sole discretion determine.

2.3 The Content Provider and the Platform Provider acknowledge and agree that:

(a) all Intellectual Property Rights in the Content Provider Materials are the property of the Content Provider and/or its licensors;

(b) nothing in this Agreement will confer on the Platform Provider any right of ownership in the Content Provider Materials;

(c) all Intellectual Property Rights in the Platform Provider Materials are the property of the Platform Provider and/or its licensors; and

(d) nothing in this Agreement will confer on the Content Provider any right of ownership in the Platform Provider Materials.

2.4 Notwithstanding the provisions detailed in clause 2.2 and clause 2.3, the Platform Provider shall be entitled to digitise, encode, aggregate, compress, index, technically manipulate, and otherwise change or modify the Content (including associating any applicable metadata provided by the Content Provider with such Content) for the purposes of making the Content available on the Platform, including insertion of advertising or such other purposes as are set out in a signed Service Order.

2.5 The Content Provider hereby grants Platform Provider the right to Use and reproduce the Content Provider Marks solely as is reasonably necessary for the purpose of providing the Services.

2.6 The Platform Provider grants the Content Provider a non-exclusive, non-transferable, royalty-free licence to access and use the Platform during this Agreement, solely for the purpose of delivering, identifying and managing the Content to and on the Platform.

 

3. Delivery

3.1 The parties shall list the Content and the Delivery Method in the signed Service Order.

3.2 The parties may amend the Content and the Delivery Method from time to time by agreement in writing, signed by a duly authorised representative of each party.

3.3 The parties shall further list the delivery dates of the Content in the signed Service Order.

3.4 For the purposes of this clause, time of delivery shall be of the essence.

3.5 The Content Provider shall commence delivery of the Content no later than the date, as detailed in the signed Service Order.

3.6 Ownership of all Content delivered to the Platform Provider under this Agreement shall remain with the Content Provider or such other third party who has authority to licence the Content to the Content Provider.

3.7 Notwithstanding clause 3.6, the parties agree that the Content Provider has Editorial Responsibility for the Content that resides on the Service.

3.8 The Platform Provider shall, as soon as reasonably practicable, following a request from the Content Provider remove any specified Content from the Platform, if the Content Provider considers that, in its good faith judgment:

(a) distribution of the Content might infringe upon the rights (including but not limited to the Intellectual Property Rights) of any third party or in the event of any allegation by a third party of infringement of such rights or if the Content Provider has reason to believe that an  allegation of infringement may be made by a third party as a result of such  distribution;

 b) it no longer has, or it considers that it may no longer have, all requisite rights to permit distribution of the Content in accordance with this Agreement;

(c) distribution of the Content, in whole or in part, might violate any law, regulation, court order or other ruling of any governmental, judicial or regulatory body; or

(d) there is any other bona fide legal reason.

3.9 In the event that the Content Provider either suspends or withdraws delivery of, or access to, any Content, the parties shall negotiate, in good faith, provision of replacement Content by the Content Provider.

3.10 If equivalent replacement Content cannot be supplied by the Content Provider, the Platform Provider shall be entitled to withhold any payments to the Content Provider on a pro rata basis.

3.11 The Platform Provider may, subject to obtaining the prior consent of the Content Provider, where it is practicable to obtain such consent, cease making the Content available to End Users, either in whole or in part where:

(a) either party becomes aware that the Content:

(i) violates the Intellectual Property Rights or any other rights of any third party;

(ii) violates any applicable law, regulation, code of practice or is subject to an injunction or other action by a third party;

(iii) violates the Platform Provider's policies, including without limitation any acceptable use policy on the Platform Provider’s website or otherwise;

(iv) may otherwise create liability for the Platform Provider or its associated companies; or

(vi) the Content contravenes all or any part of the content standards specified in clause 28 of this Agreement.

(b) either party has received any material complaints in respect of such Content.

3.12 The Platform Provider shall notify the Content Provider of any complaints received in connection with the Content.

3.13 The Platform Provider shall be entitled to take down any Content in its sole discretion and shall notify the Content Provider of the same as soon as reasonably practicable.

 

4. Functionality

4.1 The Content shall be available at all times during the period specified in the signed Service Order, so it can be viewed by an End User, in its entirety, in its original form without alteration, interpolation or elimination, on an on-demand basis.

4.2 The Content shall comply with all details as contained in the signed Service Order.

 

5 Platform Security

5.1 The Platform Provider shall use reasonable endeavours to establish adequate security measures to protect the Content.

 

6. Fees and Payment

6.1 The Platform Provider shall be entitled to include advertising in the Content.

6.2 The Platform Provider shall be entitled to charge End Users a Subscription to access the Content on the Platform.

6.3 Both parties shall be entitled to a share of the Net Revenue in accordance with the signed Service Order.

Within ten (10) working days of the beginning of each calendar quarter, the Platform Provider shall provide the Content Provider with a written statement detailing the Net Revenue received by the Platform Provider in the previous quarter, any charges or costs to be deducted and the sum payable to the Content Provider.

6.5 Upon receipt of the statement referred to in clause 6.4, the Content Provider shall issue an invoice to the Platform Provider in the amount specified in the statement.

6.6 The Platform Provider shall pay sums due to the Content Provider by no later than the end of the month following receipt of a valid invoice as specified in clause 6.5.

6.7 All amounts referred to in this clause 6 shall be paid by the Platform Provider to the Content Provider, net of any taxes, duties, charges or levies of whatsoever nature which the Platform Provider is required to apply.

6.8 All amounts payable under this Agreement shall be paid in US dollars ($).

 

7. Warranties and Indemnities

7.1 Each party warrants and represents that it has the right and power to enter into this Agreement, to perform all of its obligations under this Agreement and to grant those rights and licences set out in this Agreement.

7.2 Each party warrants and represents that they shall carry out their obligations conscientiously, with due care and skill, and in accordance with all applicable laws and regulations.

7.3 Each party warrants and represents that it will use commercially available industry standard virus checking software to ensure that the Services,Technology Providers and any third party are not adversely affected by any type of malicious software, including but not limited to:

(a) contaminated files;

(b) viruses;

(c) worms;

(d) Trojan horses or other computer code, file or program designed to interrupt, impair,

destroy or limit functionality of any computer software or hardware or telecommunications equipment;

(e) Spyware; or

(f) other similar harmful components that could affect or delay delivery of the Services.

7.4 The Content Provider warrants and represents that the Content Provider Materials shall contain

nothing that is, or when used by the Platform Provider, Technology Providers or End Users shall be:

(a) in breach of any Intellectual Property Rights or infringe the moral rights of any person;

(b) in violation of any applicable law, rule, regulation, judicial or government order or give rise to civil liability, proprietary, privacy, publicity of the Platform Provider or any third party’s rights;

(c) unlawful, harmful, threatening, abusive, tortious, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, descriptions or accounts of excessive violence or sexual acts (including, without limitation, sexual language of a violent or threatening nature directed at another individual or groups  of individuals), links to an adult website, if patently offensive, promotes racism, bigotry, hatred or  physical harm of any kind against any group or individual;

(d) in breach of the Content Provider’s right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or otherwise create a security or privacy risk for the Platform provider or any third party; or

(e) in breach of any content rules published from time to time by the Platform Provider, including without limitation any acceptable use policy on the Platform Provider’s website or the content  standards specified in clause 28 of this Agreement.

7.5 The Content Provider shall fully indemnify and hold the Platform Provider harmless from and against any damages, costs and expenses suffered or incurred by the Platform Provider or awarded by a court of competent jurisdiction against the Platform Provider as a result of or in connection with any claim or action that Use by the Platform Provider, Technology Providers, or End Users of the Content Provider Materials or any part of the Content Provider Materials infringes the Intellectual Property Rights of a third party or breaches any applicable law or regulation.

7.6 Notwithstanding anything in this Agreement, if the Content Provider is in breach of this clause 7, the Platform Provider can assign the benefits of this clause to a Technology Provider, third party owner or licensor of any Intellectual Property Rights, who shall be entitled to claim against the Content Provider as if they were a party to this Agreement.

 

8. Confidentiality​

8.1 Each party undertakes that it shall not at any time, and for a period of two years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 8.2.

8.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations  under or in connection with this Agreement. Each party shall ensure that its employees, officers,  representatives, contractors, subcontractors or advisers to whom it discloses the other party's  confidential information comply with this clause 8; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or authority.

8.3 No party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

 

9. Data Protection

9.1 Both parties shall comply with all applicable Data Protection Legislation at all times during the currency of this Agreement.

9.2 Both parties shall take and implement all such technical and organisational security procedures and measures necessary or appropriate to preserve the security and confidentiality of any personal data they control or process under or in connection with this Agreement.

​

10. Limitation of Liability

10.1 Nothing in this Agreement will exclude or limit either party's liability:

(a) for fraud or fraudulent misrepresentation;

(b) for death or personal injury caused by its negligence;

(c) under clause 7;

(d) for wilful breach of this Agreement; or

(e) for any other liability that cannot be excluded or limited by law.

10.2 Subject to clause 10.1, the Platform Provider’s maximum aggregate liability to the Content Provider under or in connection with this Agreement, or any collateral contract, whether arising under statute or arising in or for breach of contract, tort (including negligence), breach of statutory duty, or otherwise, shall in all circumstances be limited to $5,000 (five thousand US dollars).

10.3 The liability of the Content Provider under this Agreement or otherwise shall be unlimited.

10.4 Subject to clause 10.1, neither party shall be liable to the other party under or in connection with this Agreement, or any collateral contract, whether arising under statute or out of breach of contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(a) any loss of profits, business, goodwill, reputation or loss of, damage to, or corruption of data; or

(b) any special, indirect or consequential losses.

​

11. Term

11.1 This Agreement commences on the date specified in the signed Service Order and shall continue in force unless terminated in accordance with clause 12.

 

12. Termination

12.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party, if:

(a) the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986] or (being an individual) is deemed either unable to pay its debts or as having  no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

(d) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or  partnership);

(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

(g) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a

distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not  discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned  in clause 12.1(b) to clause 12.1(i) (inclusive);

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.2 Either party may terminate this Agreement for convenience by giving one month’s written notice to the other party.

12.3 Upon termination or expiration of this Agreement:

(a) both parties must immediately return or deliver to the other all documents and other material, including disks and tapes in its possession or under its control which contain confidential  information of the other or, at the direction of the other party, destroy such documents or other material and certify that the destruction has taken place;

(b) the Platform Provider shall, at the election of the Content Provider, delete or return to the Content Provider all Content and cease distribution of the Content.

12.4 Termination of this Agreement will not affect any accrued rights or liabilities that either party may have by the time termination takes effect.

 

13. Assignment and Sub-licensing

13.1 The Content Provider shall not assign, transfer, mortgage, charge, sub-contract, delegate, sub-license, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the Platform Provider.

13.2 The Platform Provider shall be entitled to assign, transfer, mortgage, charge, sub-contract, delegate, sub-license, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement and shall provide notice of the same to the Content Provider in writing.

13.3 For the avoidance of doubt, the Platform Provider may assign all or any part of its rights under clause 7.

13.4 In the event that Platform Provider assigns, transfers, novates, sub-licenses or otherwise disposes of its rights or obligations under this Agreement, in accordance with clause 13.12, the recipient of such rights or obligations may also be granted permission to Use the Content Provider Materials, or any part thereof solely for the purpose of providing the Services.

13.5 Where the Content Provider requests consent to an assignment or subcontract pursuant to clause 13.1, then, to help the Platform Provider reach a decision on the proposed assignment or subcontract, the Content Provider shall provide the Platform Provider with any information that the Platform Provider may require about the proposed assignee or subcontractor.

​

14. Force Majeure

14.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

14.2 In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing its obligations.

14.3 If the period of delay or non-performance continues for two weeks, the party not affected may terminate this Agreement by giving 14 days' written notice to the affected party.

​

15. Amendments

15.1 The Platform Provider can add to, amend or modify this Agreement from time to time in the sole discretion of the Platform Provider.

15.2 No addition, amendment or modification of this Agreement by the Content Provider will be effective unless it is in writing and signed by a duly authorised signatory of the Platform Provider.

​

16. Entire Agreement and Freedom to Act

16.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

16.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

16.4 The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver and to exercise their rights and perform their obligations under this Agreement.

 

17. Third Party Rights

17.1 Save as expressly stated in clause 7 and clause 13, this Agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise for any third party to enforce any term of this Agreement.

​

18. Waiver, Rights and Remedies

18.1 No failure or delay by either party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 18.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 18.3 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

 

19. Conflict

19.1 If any provisions of this Agreement conflict with any other documents, including without limitation a signed Service Order, the order of precedence shall be a signed Service Order, then this Agreement and then any other documents.

​

20. Variation

20.1 No other terms, conditions or warranties, including without limitation any Content Provider terms and conditions, shall be included nor shall any variation of, extension to or cancellation of this Agreement or a signed Service Order be effective unless made in writing and signed by an authorised representative of the parties.

 

21. Severability

21.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

21.2 If any provision or part-provision of this Agreement is deemed deleted under clause 21.1, the

parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent

possible, achieves the intended commercial result of the original provision.

​

22. No Partnership or Agency

22.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute the Content Provider as the agent of the Platform Provider, or authorise the Content Provider to make or enter into any commitments for or on behalf of the Platform Provider.

 

23. Notices

23.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand, by email with a receipt request, or by pre-paid  first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

23.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting or at the time recorded by the delivery service;

(c) if sent by email, at the time of receipt. 23.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

​

24. Counterparts

24.1 This Agreement or any Service Order may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

24.2 No counterpart shall be effective until each party has executed and delivered at least one counterpart.

 

25. Language

25.1 This Agreement is drafted in the English language.

25.2 If this Agreement is translated into any other language, the English language text shall prevail.

25.3 Any notice given under or in connection with this Agreement shall be in the English language.

 

26. Announcements

26.1 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

​

27. Further Assurance

27.1 At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

​

28. Content Standards

28.1 When communicating via the Platform, when uploading Content, or otherwise interacting with the Platform, the Content Provider must not submit, communicate, or otherwise do anything that:

(a) is sexually explicit;

(b) in any way sexualises minors (including, but not limited to, child sexual abuse material);

(c) is obscene, offensive, hateful, or otherwise inflammatory;

(d) promotes violence;

(e) advocates, promotes, encourages, incites, or supports any unlawful criminal act, whether specifically referred to in this clause 28 or not;

(f) contains a statement which the Content Provider knows or believes, or has reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism;

(g) promotes or assists in any form of unlawful activity;

(h) is defamatory of another person;

(i) bullies, insults, intimidates, or humiliates another person;

(j) discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; nationality; gender; gender identity; sexual orientation; religious or philosophical beliefs; disability; or age, whether in breach of the Equality Act 2010 or otherwise;

(k) is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

(l) is threatening, abusive, invades the privacy of another, or causes annoyance, inconvenience or needless anxiety;

(m) is calculated or otherwise likely to deceive;

(n) is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal information in a way that the Content Provider does not  have a right to;

(o) misleadingly impersonates any person or otherwise misrepresents the Content Provider’s identity or affiliation in a way that is calculated to deceive

(p) implies any form of affiliation with the Platform Provider or any other party where there is none;

(q) gives the impression that the Content emanates from the Platform Provider, if that is not the case;

(r) infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, designs, patents, trademarks, and database rights) belonging to the Platform, Provider or any other party;

(s) is in breach of any legal duty owed to another party including, but not limited to, contractual duties and duties of confidence;

(t) is in contempt of court; or

(u) contains any advertising or promotes any services or links to other sites.

28.2 When communicating via the Platform, or uploading Content, or otherwise interacting with the

Platform, the Content Provider must ensure that any communication or submission:

(a) is truthful and accurate (where the Contents Provider is stating facts);

(b) states only genuinely held opinions; and

(c) complies fully with any and all local, national, or international laws and regulations that apply.

​

29. Breach of Content Standards

29.1 If the Content Provider fails to comply with the provisions of clause 29, notwithstanding any other rights and remedies of the Platform Provider, whether under this Agreement or at law, the Platform Provider may take action as set out in this clause 29.

29.2 The Platform Provider may take one or more of the following actions in response to a breach by the Content Provider:

(a) suspend or terminate the right of the Content Provider to use the Platform;

(b) remove, either temporarily or permanently, any communication, Content, or other submission by the Content Provider from the Platform;

(c) issue a written warning to the Content Provider;

(d) take legal proceedings against the Content Provider for reimbursement of any and all relevant  costs, on an indemnity basis, resulting from the breach;

(e) take further legal action against the Content Provider, as the Platform Provider deems fit in its sole discretion;

(f) disclose such information to law enforcement authorities as required or as the Platform Provider deems reasonably necessary; and/or

(g) any other actions which the Platform Provider deems reasonably appropriate (and lawful).

29.3 For the avoidance of doubt, the actions the Platform Provider may take are not limited to those described above and the Platform Provider may take any other action which the Platform Provider deems to be reasonably appropriate.

29.4 The Platform Provider hereby excludes any and all liability arising out of any actions that the Platform Provider may take (including, but not limited to those set out above in clause 29.2, in response to a breach by the Content Provider.

​

30. Governing Law

30.1 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 and construed in

accordance with the law of England and Wales.

 

31. Jurisdiction

31.1 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

31.2 Notwithstanding clause 31.1, nothing in this Agreement shall prevent the Platform Provider from taking action in any jurisdiction as the Platform Provider in its sole discretion deems appropriate, in which case, so far as is reasonably practicable the provisions of clause 30.1 shall continue to apply. 31. Jurisdiction 31.1 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 31.2 Notwithstanding clause 31.1, nothing in this Agreement shall prevent the Platform Provider from taking action in any jurisdiction as the Platform Provider in its sole discretion deems appropriate, in which case, so far as is reasonably practicable the provisions of clause 30.1 shall continue to apply.