LICENCE TERMS
Please read these Licence Terms carefully before accepting these Licence Terms and uploading your play (the “Work”) to this website www.bushgreen.org (or such other URL as we may nominate from time to time) (the “Site”). By clicking to accept these Licence Terms you confirm that you have read, understand and agree to be bound by these Licence Terms and you permit us to use your Work in accordance with these Licence Terms. If you do not agree to these Licence Terms, do not click to accept these Licence Terms and do not upload your Work to the Site.
We reserve the right, at our sole discretion, to change, modify, add or remove portions of these Licence Terms at any time. If we do decide to make any such amendments to the Licence Terms we will provide you with fourteen days (14) prior written notice of such amendments together with the updated and amended version of the Licence Terms. The amended, updated version of the Licence Terms will automatically take effect upon expiry of the aforementioned notice period (or such later date as we may advise in the notice) unless you have elected to remove your Work from the Site in that period.
1. Grant of Rights
1.1 In consideration of us agreeing to make your Work available via the Site, you hereby grant to us the exclusive, transferable, sub-licensable, worldwide right and licence to reproduce, copy (including without limitation the right to use extracts of the Work for preview and marketing purposes), publish, store, host, edit (including without limitation the right to edit and produce abridgements of such Work for preview and marketing purposes) and to make available, communicate to the public, distribute, sell, display, transmit or otherwise deliver the Work online in digital form via the Internet on any website anywhere in the world (including, without limitation, via the Site) to enable end users (“Users”) to view, purchase and download the Work electronically in accordance with such download terms that we may have in place from time to time (the “Licence”). You hereby agree that during the term of this Licence you will not (or permit any third party to) reproduce, copy, publish, store, host, edit, make available, communicate to the public, distribute, sell, display, transmit or otherwise deliver the Work via any other website anywhere in the world.
1.2 The Licence shall commence and take effect upon you clicking to accept these Licence Terms. This Licence shall continue in force unless or until otherwise terminated in accordance with these Licence Terms.
1.3 You may remove your Work from the Site at any time by clicking on the option to remove your Work on the relevant section on the Site at which point the Work will automatically be removed from the Site. Upon you electing to remove the Work from the Site, we will be automatically notified of your election to remove the Work and upon receipt by us of such notification, the Licence will terminate. For the avoidance of doubt, termination of this Licence shall be without prejudice to each party’s other respective rights and remedies.
1.4 We are not obliged to make your Work available on the Site and can remove it or decline to make it available at any time in our sole discretion.
2. The Work
2.1 You are permitted to upload the Work to the Site subject to and in accordance with these Licence Terms.
2.2 You hereby specifically warrant and represent that you have the full right, power and authority to enter into and agree to these Licence Terms and to grant the rights that you purport to grant herein, that you are the sole owner or exclusive licensee of any and all rights in the Work uploaded to and made available on the Site and that the Work (and all parts thereof) shall:
(a) be wholly original to you;
(b) not infringe the Intellectual Property Rights or any other rights of any third party;
(c) not be offensive, insulting, defamatory, obscene, indecent, objectionable, religiously or racially prejudicial, incite hatred or otherwise be inappropriate or be in breach of these Licence Terms or be in breach of any other law;
(d) not contain any material that is in breach of confidence, rights of privacy or in contravention of the Data Protection Act 1998 or any other applicable data protection or privacy legislation or is in breach of the Official Secrets Act or similar legislation;
(e) not contain any recipe, formula or instruction that, if followed accurately, will cause injury, illness or damage to any third party;
(f) not contain any viruses, worms, Trojan horses, bugs or any other computer code designed to (i) disrupt, disable, harm, or otherwise impede in any manner the operation of a computer program or computer system or (ii) damage or destroy any data files residing on a computer system without the user’s consent; and
(g) not, in our sole judgment, restrict or inhibit any other person from using or enjoying the Site, or expose us or other members or other users of the Site to any harm or liability of any kind.
2.3 You agree to indemnify, defend and hold harmless us, our affiliates, and any respective officers, directors, employees, agents, licensors, representatives, Users and third party providers to the Site from and against all losses, expenses, damages and costs, including reasonable legal fees, resulting from any breach by you of these Licence Terms. We reserve the right to assume, at our sole expense, the exclusive defence and control of any matter subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences.
2.4 You acknowledge that we do not actively monitor the content of the Site. However, in the event that we suspect, believe or are notified that any part of the Work uploaded by you to the Site in any way infringes the rights of any third party, or is otherwise in breach of these Licence Terms, we may, in our sole discretion, elect not to make such Work available to Users of the Site unless and until we are reasonably satisfied that such Work does not in fact infringe any such third party rights or is not in breach of your other obligations hereunder. Whilst carrying out such investigation we may remove the Work from the Site pending completion of any investigation to our reasonable satisfaction. Upon our request, you agree to cooperate with us fully and to the best of your ability in any such investigation that we may carry out.
3. Eligibility
3.1 The uploading of your Work to the Site is available only to users that can form legally binding contracts under English law. To upload your Work you must be either (i) aged eighteen (18) years or older; or (ii) between the age of fourteen (14) and eighteen (18) and have your parent’s prior express permission to upload your Work. We reserve the right to seek confirmation of age and/or proof of parental consent at any time and you agree to provide such proof of identity, age and/or parental consent as we consider reasonably necessary from time to time.
3.2 By uploading your Work to the Site, you warrant that you are at least eighteen (18) years old or you are between the age of fourteen (14) and eighteen (18) years old and have obtained your parent’s prior express permission to upload your Work.
4. Payment and accounting
4.1 For the avoidance of doubt, the provisions of this clause 4 shall not apply to any testing period of the Site carried out prior to the launch of the Site but such provisions (or substantially similar provisions) shall automatically come into full force and effect upon the official launch of the Site.
4.2 In consideration of you granting us this Licence, you shall be entitled to receive from us, no later than 45 days following the end of each calendar quarter, a revenue share of 50% of Net Revenue from the preceding calendar quarter. For the purposes of these Licence Terms, “Net Revenue” shall mean gross revenue actually received by us from Users in respect of sales of the Work from the Site to Users less VAT and any other sales taxes, duties, commission and/or any other deductions that may be required by law or otherwise.
4.3 All amounts due and payable to you hereunder shall be paid to you (or your authorised representative as you may notify to us at the time of entering into these Licence Terms) in such manner as we may determine from time to time.
4.4 For the avoidance of doubt, you hereby acknowledge that no amounts due or payable to you hereunder shall be held by us on trust.
4.5 Notwithstanding termination or expiry of these Licence Terms, we shall be entitled to receive from you, no later than 45 days following the end of each calendar quarter a revenue share of 10% of Your Net Revenue from the preceding calendar quarter. For the purposes of these Licence Terms, “Your Net Revenue” shall mean gross revenue received by you (or on your behalf by any third party) arising out of or in connection with any digital exploitation of the Work (but, for the avoidance of doubt, not including any monies due or payable to you pursuant to clause 4.2), less VAT and agency fees up to 10% of such gross income.
4.6 You hereby agree that you shall keep accurate books of accounts and records for the purposes of calculating Your Net Revenue and we hereby agree to do the same in respect of our Net Revenue and each party agrees that such records shall be kept in the case of us at our usual place of business and in the case of you, at your usual place of residence.
4.7 Each party may (at their own expense) inspect and copy the accounts of the other party during normal business hours, or may authorise others to do so, insofar as they relate to the respective net revenue. If any such audit finds errors to the auditing party’s disadvantage (in addition to rectifying the error) and if the unpaid amount is in excess of £1,500 and in excess of 5% of the total amount overdue to the auditing party in respect of the audited period, the audited party shall bear the reasonable cost of such audit. Each party agrees to give reasonable written notice of any intention to carry out such an inspection, and to limit inspections to one in any one accounting period.
5. Intellectual Property Rights
5.1 All Intellectual Property Rights in and to the Work shall remain owned by you.
5.2 For the purposes of these Licence Terms, “Intellectual Property Rights” means any and all intellectual property rights, including without limitation copyright, patents, rights in inventions, design rights, trade marks, service marks (in each case whether registered, unregistered or the subject of an application to register), moral rights, database rights, rights in computer programs, semi-conductor topographies, confidential information, trade secrets, know-how, business names, rights in goodwill and rights to bring a claim for passing off, unfair competition rights and all similar, like and analogous rights wheresoever held in the world and all extensions revivals and reversions thereof and, in each case, all equivalent forms of protection which subsist now or which subsist in the future.
5.3 You hereby unconditionally and irrevocably waive, in respect of your Work (and any updated or revisions to such), the benefit of all moral rights or such other similar rights to which you may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988 (as amended from time to time) and under all similar legislation from time to time in force anywhere in the world.
5.4 Should the Work contain any third party materials, you warrant and represent that prior to uploading the Work you will have obtained (at your own cost) all relevant and necessary permissions and clearances to reproduce such third party materials in the Work in all territories and in all forms which are subject to the Licence.
6. Suspension or Termination
6.1 Without prejudice to our other rights and remedies, we reserve the right at any time, for any reason whatsoever and in our sole discretion:
(a) to terminate the Licence and remove your Work from the Site with immediate effect by written notice if you upload and make available any Work which infringes the rights of any third party or if you are otherwise in breach of these Licence Terms; or
(b) to limit or suspend your access to the Site in the event that we suspect or are notified that you have uploaded and made available any Work which infringes the rights of any third party or you are otherwise in breach of these Licence Terms.
6.2 In the event of suspension or termination by us pursuant to 6.1 above we shall be entitled to suspend any and all reporting and accounting obligations hereunder pending resolution of any claim of infringement or suspected breach by you.
7. Option
7.1 In the event that: (i) subsequent to entering into this Licence you propose to publish, sell or otherwise exploit any other digital rights in relation to the Work (in whole or in part, anywhere in the world) which are not rights already granted to us pursuant to the Licence in clause 1.1; or (ii) after termination of the Licence you propose to publish, sell or otherwise exploit any online publishing rights in or to the Work (“Other Rights”), you hereby agree that we shall have the right of first refusal to acquire such Other Rights and that you shall not grant any third party any Other Rights without first offering us the opportunity to acquire such Other Rights. If we reject the offer or following 30 days good faith negotiations with you no agreement is reached concerning the terms pursuant to which the Other Rights may be acquired by us, you shall be entitled to offer the Other Rights to any third party to publish, subject to clause 7.2 below.
7.2 You hereby agree that you shall not enter any agreement with a third party in relation to Other Rights without first notifying us of the third party offer. We shall have seven days from receipt of notice from you to give notice to match any offer from a third party in relation to Other Rights (the "Matching Right Procedure"). If after the expiry of such seven day period we fail to notify you of our intention to match such offer or if we notify you of our intention not to match such offer you shall be free to accept such offer from such third party provided that you shall not enter an agreement with any third party on terms more favourable to such third party than the terms of the offer notified to us without going through the Matching Right Procedure in respect of such new terms. If we notify you of our intention to match such third party offer before the expiry of such seven day period, we shall be entitled to acquire such Other Rights on the terms of the third party offer which we have matched and on such other terms as may be agreed between the parties acting reasonably and in good faith.
8. Disclaimers and Liability
8.1 We shall endeavour to ensure that the Site is available 100% of the time. Notwithstanding the foregoing we may, in our sole discretion, temporarily suspend operation of the Site for various reasons including without limitation for the purpose of repair, maintenance or improvement of any of our systems. We therefore make no representation that the Work will be available from the Site at all times or without interruption.
8.2 Due to the inherent risks of using the internet, we cannot be liable for any damage to, or viruses that may infect your computer equipment or any other property when uploading the Work. The uploading of any Work is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system or any loss of data that results from such uploading.
8.3 We shall not take any full weekly or daily incremental back-ups of any content hosted by us and shall not be providing any disaster recovery facilities whatsoever. Accordingly you are solely responsible for keeping and maintaining back-up copies of your Work and we accept no liability in the event of our copy of the Work being lost, corrupted or otherwise damaged.
8.4 Nothing in these Licence Terms shall be construed as an attempt to limit or exclude our liability in respect of:
(a) death or personal injury caused by our negligence;
(b) any loss suffered by you as a result of your reliance on any fraudulent misrepresentation made by us to you;
(c) or any other liability which cannot be so limited or excluded at law.
8.5 Subject to clause 8.4, you agree that we shall not be liable for any loss of profit, loss of savings or loss or corruption of data (whether direct or indirect), any indirect loss, claim or damage, or any punitive, special, incidental or consequential damages of any kind, in each case whether based in contract, tort (including without limitation negligence), strict liability, or otherwise, which arises out of or is in any way connected with: (a) the uploading of the Work on the Site; (b) any unavailability of the Work on the Site irrespective of duration of any period of unavailability; and (c) any other use of the Work through the Site, in all cases even if we have been forewarned of the possibility of such loss or damage.
9. General
9.1 Any failure or delay by us to enforce any of our rights under these Licence Terms is not to be taken as or deemed to be a waiver of that or any other right unless we acknowledge and agree to such a waiver in writing.
9.2 Except as expressly provided in clause 2.3, these Licence Terms are not intended to be for the benefit of, and shall not be exercisable, by any person under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
9.3 If any clause or part of a clause of these Licence Terms is, or becomes, invalid, illegal or unenforceable, then that clause or part of a clause shall be deemed to be deleted from these Licence Terms. Any such deemed deletion shall not affect the validity, legality or enforceability of the remainder of these Licence Terms.
9.4 The warranties, exclusions and the other express provisions of these Licence Terms and the User Terms set out the full extent of our obligations and liabilities concerning its subject matter and supersede any previous agreements between the parties relating thereto.
9.5 This Licence and these Licence Terms are governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.
