DISCO Contributor Content Licence Agreement & Terms of Service

Last Updated on 19 November, 2019

SyndiGate Media Inc. (“SyndiGate”) owns and operates DISCO, a global content marketplace for stock media and other third party licensed content, including text, image, video, audio and data formats. SyndiGate also owns and operates DISCO Contributor, a content upload platform for content creators and producers, or content rights holders. SyndiGate’s customers pay a fee, or in certain cases royalties, to license or otherwise buy Content from SyndiGate or via the DISCO platform.

The following Content License Agreement & Terms of Service (the “Agreement”) is a legaally binding, non-exclusive agreement between you (the “Licensor”) and SyndiGate (each a “Party” and, collectively, the “Parties”). Please read the terms of this agreement carefully and be sure you fully understand it before agreeing to the terms and conditions.

The Agreement describes and controls your legal relationship with SyndiGate, the rights you are granting to SyndiGate in any Content that is submitted to SyndiGate, or uploaded by you to DISCO Contributor, and the uses SyndiGate may make of the Content.

TERMS

1. Definitions.

Confidential Information Any information relating to or disclosed in the course of negotiating and implementing the Agreement, which is, or should be reasonably understood to be, confidential or proprietary to the disclosing Party, including, but not limited to, the content of negotiations between the Parties, the material terms of this Agreement, information about SyndiGate, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, projections and marketing data. “Confidential Information” shall not include information (a) already lawfully known to or independently developed by the receiving Party, (b) disclosed in published materials, (c) generally known to the public other than through a breach of this Agreement, (d) lawfully obtained from any third party or (e) required or reasonably advised to be disclosed by law. 

Content.  Can be, but not limited to photographs, images, artwork, graphics, vectors, moving images, animations, films, videos, music, soundbites, podcasts, audio-visual works or other media, together with any associated keywords and metadata submitted by Licensor to SyndiGate.

DISCO Content Pool.  An offering of Content that can be used by DISCO Users for free.

DISCO Contributor.  A self-serve online platform, where Licensor can upload Content (which is then automatically deemed as Licensed Content); associate relevant metadata with the Content; as well as manage the Content that has been uploaded. 

Intellectual Property Rights.  All intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information (including Confidential Information), trade secrets, business names and domain names, marks, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.

Licensed Content.  Any and all Content uploaded by Licensor to DISCO Contributor, or otherwise delivered to SyndiGate. 

Services.  Any of SyndiGate’s proprietary products or services, including, but not limited to DISCO and DISCO Contributor.

Third Party Services. Non-proprietary, third party services including but not limited to stock media services, subscription database services, libraries (academic, public and government), digital content marketplaces, content syndication agencies, commercial websites, radio and TV broadcasters (radio, cable, Direct-To-Home, Digital-Terrestrial TV etc.), internet television services (IPTV), streaming video-on-demand (SVOD) services, transaction video on demand (TVOD) services, advertising video on demand (AVOD) services, in-flight entertainment systems, GPS navigation systems, mobile operators, print publishers, reproduction rights organisations (RROs), or any media now known, or hereafter developed.

User. Can be, but not limited to Account Managers, Art Buyers, Art Directors, Content Marketers, Creative Directors, Deputy Editors, Designers, Editors, Freelance Photo Researchers, Individuals, Librarians, Online Editors, Photo Editors, Photo Researchers, Producers, Program Directors and Social Media Content Creators.

2. Licence Grant Licensor hereby grants SyndiGate a non-exclusive, worldwide, non-transferable, perpetual licence to use, market, make available, distribute, sell, transmit, store and archive the Licensed Content via the Services and Third Party Services, as well as to act as a collective rights management organisation on behalf of Licensor, by collecting royalties and fees associated with the copying, usage, re-distribution, or re-publishing of the Licensed Content worldwide.

Licensor understands that by granting SyndiGate these rights, SyndiGate is not necessarily obliged to use, market, make available, distribute or sell any and all of the Licensed Content provided by Licensor, or to display your name, company name, trademarks on the Services, or in connection with SyndiGate’s marketing activities. 

3. Representations and Warranties.   Each Party (“the Warranting Party”) represents and warrants to the other Party that: (i) the Warranting Party has the right, power and authority to enter into this Agreement, to grant the licences granted hereunder and to perform the acts required of it hereunder; (ii) the execution of this Agreement by the Warranting Party, and the performance by the Warranting Party of its obligations and duties hereunder, do not and will not violate any agreement to which the Warranting Party is a party to or by which it is otherwise bound; (iii) when executed and delivered by the Warranting Party, this Agreement will constitute a legal, valid and binding obligation on the Warranting Party, enforceable against the Warranting Party in accordance with its terms; and (iv) the Warranting Party acknowledges that the other Party makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in this Agreement. 

Licensor further represents and warrants that: 

(i) the Licensed Content

(a) does not and shall not infringe on any Intellectual Property Right of a third party or any other third party right,

(b) does not violate any applicable law or regulation, 

(c) contains factually correct information and further the Licensor shall be responsible for checking the accuracy and completeness of the Licensed Content,

(d) is not deceptive, defamatory, trade libellous, unlawfully threatening or unlawfully harassing,

(e) is not obscene or extremely pornographic,

(f) does not violate any laws regarding unfair competition, anti-discrimination or false advertising,

(g) does not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information,

(ii) it has the right, power and authority to grant any and all necessary rights and licences provided under this Agreement, including without limitation, all necessary copyright and music performance and other related rights to the Licensed Content (including all rights in sound recordings and musical compositions incorporated or embodied in Licensed Content), free and clear of all claims and encumbrances without violating the rights of any person or entity, including any right to privacy or publicity, and that for any image or video Content supplied hereunder, Licensor has the authority to license the images.

SyndiGate has the right to refuse to accept, or to remove any Content uploaded for sale by Licensor, at any time, for any reason.

4. Releases.  Licensor agrees to provide valid and accurate model releases to SyndiGate, for all Content submitted to SyndiGate by Licensor that contains an identifiable face, or an identifiable human figure, or another identifiable attribute, including, without limitation, voice, appearance, or likeness. The final determination for this release requirement shall be made in SyndiGate’s sole discretion. 

Licensor also agrees to provide valid and accurate property releases to SyndiGate, for all Content submitted to SyndiGate by Licensor that contains a private property, or other private space, such as a building, or plot of land. The final determination for this release requirement shall be made in SyndiGate’s sole discretion. 

Licensor agrees that SyndiGate can share any model or property releases provided by Licensor with its customers, if and when requested by any customer.

Any releases required and obtained by Licensor shall be uploaded to DISCO Contributor, or otherwise delivered to SyndiGate in electronic form, along with the Content.

Content without a release that depicts an identifiable person and/or requires a property release, will, at SyndiGate’s sole discretion, likely only be accepted and offered via the Services or Third Party Services to customers for editorial use only and not for advertising or other commercial use, which will limit the sales potential of the Content.

Licensor agrees that any Content submitted and designated by Licensor for “Editorial Use Only” on DISCO Contributor may be used for advertising or other commercial use where SyndiGate, or its customers, obtain the required releases, along with any other clearances.

In the event that SyndiGate determines that Licensor has submitted any falsified, inaccurate or otherwise defective model or property releases, this will be deemed as a material breach of this Agreement.

5. Ownership.  All Licensed Content shall remain the property of Licensor or the copyright owner.  Other than the rights granted hereunder, SyndiGate shall have no right, title, or interest in or to any Licensed Content.

6. Royalties and Fees.  SyndiGate shall pay royalties or fees to Licensor according to the following terms:

SyndiGate shall pay to the Licensor no later than 45 days following the end of each calendar quarter a royalty equal to fifty percent (50%) of the fees received from the sale of the Licensed Content via the Services and Third Party Services during the applicable quarter.

SyndiGate will provide Licensor with access to a robust password protected dashboard, where Licensor can view, chart and download real-time data on distribution, content usage and revenue.

There is a minimum payout per accounting period of One Hundred United States Dollars ($100.00) (the “Payout Minimum”). If during any accounting period, Licensor has not reached the Payout Minimum, or provided SyndiGate with a valid electronic payment account, Licensor’s compensation will be rolled over into the next accounting period.

If Licensor’s account is terminated for a material breach of any of the terms of this Agreement, SyndiGate shall have the right to retain any royalties and/or other compensation otherwise payable to Licensor hereunder as liquidated damages.

No royalties, fees or other payments will be charged by SyndiGate to its Users, or due to Licensors who upload their Content to the DISCO Contributor Upload Platform, where the Content is to be made available within DISCO Content Pool. DISCO Content Pool is a service designed for and offered primarily to advertising, creative and media agencies, as well as corporate brands, as a means to increase the distribution of the original Content they produce. The Content within DISCO Content Pool is offered to DISCO Users for free, to be re-used, published, or otherwise re-distributed.

7. Term & Termination.  This Agreement becomes effective when Licensor uploads any Content to DISCO Contributor (the “Effective Date”) and the term of this Agreement shall be ongoing until such time that either SyndiGate or Licensor terminates the Licensor’s DISCO Contributor account (the “Term”).

SyndiGate will terminate Licensor’s account no later than ninety (90) days following receipt of a written request from Licensor to close your DISCO Contributor account. These requests should be emailed to: royalty.accoun[email protected]

Either Party may terminate this Agreement if the other party materially breaches any provision of this Agreement, provided that (i) the non-breaching party first shall provide written notice to the breaching Party describing the breach (“Termination Notice”), and (ii) if the alleged breach remains undisputed or uncured for more than thirty (30) calendar days after delivery of such Termination Notice, termination will take effect at the end of such period.  Upon receipt of the Termination Notice identifying the breach, the breaching Party shall use its best efforts to respond to said Termination Notice by disputing or curing such alleged breach.

Either Party may terminate this Agreement and the licence granted herein at any time by written notice to the other Party in the event that the other Party (i) terminates or suspends its business; (ii) becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; (iii) becomes subject to direct control by trustee, receiver or similar authority; or (iv) has wound up or liquidated its business, voluntarily or otherwise.

Effective immediately upon termination of the Agreement, SyndiGate shall have the right to make available for two (2) years following the effective date of such termination, the Licensed Content, solely for the purpose of sourcing replacement Content for Users. During this period, SyndiGate shall continue to pay royalties or fees to Licensor according to the terms of this Agreement.

8. Marketing and promotion.  Licensor acknowledges that as part of the licence granted in section 2 of this Agreement, the Licensor grants SyndiGate a royalty-free right to promote and market the Licensed Content. This can include enabling the Licensed Content, for a limited period of time, in a non-commercial environment, within the Services or any Third Party Services, for the sole purpose of marketing the Licensed Content to potential new customers for the Licensed Content.   

Each Party acknowledges and agrees for all purposes that all Intellectual Property Rights associated with the other Party or the other Party’s services, products, literature, promotional materials or otherwise, whether or not registered, constitute the other Party’s exclusive property.  SyndiGate will be responsible for the creation, implementation and fulfilment of the marketing and promotional material. The Licensor agrees and grants SyndiGate a non-exclusive, non-transferable, royalty-free licence such that SyndiGate shall be entitled to use the Licensed Content and Licensor’s trademarks, trade names, service marks, logos, program title, character names, and other intellectual property in connection with the marketing and promotion of the Licensed Content.  

9. Notice.   Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (i) by confirmed facsimile; (ii) on the delivery date if delivered personally to the Party to whom the same is directed; (iii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) three (3) business days after the mailing date, whether or not actually received, if sent by regular mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available. 

In the case of SyndiGate, such notice will be provided to [email protected]

In the case of Licensor, such notice will be provided to the Licensor via the email address of Licensor detailed within Licensor’s DISCO Contributor account.

10. Confidentiality. Each Party acknowledges that Confidential Information may be disclosed to the other Party during the course of this Agreement. Each Party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, during the Term of this Agreement, and for a period of three years following expiration or termination of this Agreement, to prevent the duplication or disclosure of Confidential Information of the other Party, other than to its employees or agents who must have access to such Confidential Information to such extent as is necessary to perform such Party’s obligations hereunder, and who will each agree to comply with this section.

11. Entire Agreement This Agreement sets forth the entire agreement and supersedes any and all prior agreements of the Parties with respect to the transactions set forth herein.

12. Treatment of Claims

Liability. EXCEPT AS PROVIDED BELOW IN THE “INDEMNITY” SECTION, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT OR ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT AS PROVIDED BELOW IN THE “INDEMNITY” SECTION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR MORE THAN THE AGGREGATE AMOUNTS PAYABLE HEREUNDER, IF ANY, AS OF THE DATE LIABILITY ACCRUED.

No Additional Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SYNDIGATE NETWORK, THE SYNDIGATE SERVICE, OR THE LICENSED CONTENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SYNDIGATE SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF THE SYNDIGATE NETWORK.

13. Indemnity. Licensor shall defend, indemnify, save and hold harmless SyndiGate and its officers and directors from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees (“Liabilities”) arising from or related to the Licensed Content and/or SyndiGate’s use of the Licensed Content and SyndiGate shall defend, indemnify, save and hold harmless Licensor and its officers, directors and agents from any and all Liabilities arising from or related to SyndiGate’s use of the Licensed Content in violation of applicable law or regulation. Each Party agrees to (i) promptly notify the other Party in writing of any indemnifiable claim and give the other Party the opportunity to defend or negotiate a settlement of any such claim at such other Party’s expense, and (ii) cooperate fully with the other Party, at the other Party’s expense, in defending or settling such claim. SyndiGate reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by Licensor hereunder.  

14. Assignment. Licensor shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of SyndiGate. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and assigns.

15. Third Party Rights.  This Agreement is made solely for the benefit of the Parties to it and is not intended to benefit, or be enforceable by, any other person.

16. Waiver.  A variation of this Agreement shall be in writing and signed by or on behalf of both Parties.  A waiver of any right under this licence is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.

17. Severance.  If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

18. Applicable Law. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of England. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of England in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising out of or in connection with this Agreement.

19. Electronic Communications.  You agree and consent to receive all communications, agreements, documents, notices and disclosures that SyndiGate provides in connection with your Content and your account. Communications include agreements and policies you agree to, updates to these agreements or policies, account statements, tax statements, and any other information relating to your Content and your Account. SyndiGate will provide communications to you by posting them on SyndiGate’s owned and operated websites or by email at the primary email address on file in your DISCO Contributor Account.

20.Modifications.  Changes to DISCO, DISCO Contributor, or DISCO Content Pool may occur at any time, which may result in a revision of the terms of this Agreement. If and when there are any revisions to the Agreement, SyndiGate will publish the updated Agreement on the DISCO Contributor platform and the revised Agreement will become effective immediately. For this reason, please visit this page on a regular basis and check the “Last Updated” date at the top of this Agreement to ensure that you are familiar with the most recent version of the terms of this Agreement. Your continued use of DISCO Contributor after the effective date of any revisions signifies your acceptance of any such revisions.

By submitting any Content to SyndiGate or DISCO Contributor, you agree to be bound by the terms of this Agreement.