SCREENOCEAN END USER LICENSING AGREEMENT


DEFINITIONS

"Advertising Use": means the right to incorporate the Footage in the Production and exploit the same by an advertising campaign.

Agreed Facility”: a pre-agreed fixed price deal for the Service such as discounted bulk volume deals and other arrangements specified within the “Special Provisions/Special Instructions” section of the order form above.

Agreement": the order form above and these Standard Terms and Conditions contained in this document relating to the Service and the Licence.

All Media excl. Advertising/Theatrical”: means the right to incorporate the Footage in the Production and exploit the same by unlimited transmissions in all media (excluding Theatrical Use and/or Advertising Use).

"Broadcast Use": means the right to incorporate the Footage in the Production and exploit the same on a television channel by way of an unlimited number of transmissions on such channel whether by terrestrial, cable or satellite means . For the avoidance of doubt distribution of the Production by any other means including by the internet or any mobile platform requires additional consents and clearances.

"Corporate Use": means the right to incorporate the Footage in the Production and exploit the same (free of charge) on behalf of a company for distribution or display to staff, invited customers or contacts (but not to the general public), by way of a company presentation, internal training video, internal showreel or intranet site.

"Display Use": means the right to incorporate the Footage in the Production and exploit the same: (i) in a closed network (such as ambient media in public environments, display screens at trade events or captive audience networks); (ii) in special interest or low volume (i.e. less than 5000 DVD copies pressed) DVD releases; (iii) DVD releases which are not for retail sale or part of a retail offer (but this does not include magazine and newspaper DVD cover mounts or other offers for which retail use must be cleared); (iv) exhibiting the Production by theatrical release where the Production is exhibited at less than 250 screens on initial release; and (v) exhibiting the Production at festival screenings.

"Education Use": means the right to incorporate the Footage in the Production and exploit the same by: (i) selling the Production to schools, colleges and universities; (ii) using the Production in internal Government communications; and (iii) exhibiting the Production in museums, galleries or zoos.

"Footage": moving pictures with or without sound provided by Owners for which Screenocean (having the necessary rights) grants to the Licensee the Licence.

Intellectual Property Rights”: database rights, design rights, moral rights, the rights in and to patents, trademarks, service marks, trade names and service names, copyright rights, know-how and trade secrets, and all rights or forms of protection of a similar nature or having similar effect, now existing or hereafter arising.

Licence”: the licence granted by Screenocean to the Licensee for the use of the Footage as detailed in article 1 of these Standard Terms and Conditions.

"Licensee": the person, company, or entity entering into this Agreement as detailed in the order form above

"Licence Fee": the fees set out in the order form above and payable by the Licensee to Screenocean for the use of Footage (either on a per minute, per second, or per clip basis, or by way of an Agreed Facility) in the named Production, in accordance with articles 8, 18 and 19 below.

Materials": where available, shot lists and/or text descriptions relating to the Footage.

Minimum Licence Fee”: the minimum fee payable by the Licensee to Screenocean, as specified in the order form above, for the supply of Footage by Screenocean to Licensee as specified .

"New Media Use": means the right to incorporate the Footage in the Production and exploit the same by unlimited transmissions on new media platforms (being websites, blogs, social media, etc.) (excluding Theatrical Use and/or Advertising Use) whether now known or hereinafter invented.

Owners”: broadcasters, production companies, firms, other entities and/or individuals whose Footage is made available to Screenocean and who has granted Screenocean the necessary rights to grant the License to the Licensee in respect of the Footage on their behalf.

Owners Marks”: each relevant Owner’s trademarks, service marks, trade names or service names.

Production": any media product in which the Licensee uses the Footage, as detailed in the “Name of production” section of the order form above, in accordance with the terms and conditions of this Agreement.

Screenocean”: Screenocean Limited is the licensor acting as on behalf of the Owners of the Footage.

Restrictions”: a specific restriction on any item of Footage that limits the Licensee’s use of that item of Footage , and which is communicated to the Licensee in this Agreement, through the Services or otherwise by Screenocean.

Screenocean Marks”: Screenocean’s trademarks, service marks, trade names or service names.

"Service": the provision by Screenocean to the Licensee of Footage.

Theatrical Use”: means the right to incorporate the Footage in the Production and exploit the Production by general theatrical film release together with the right to exploit the Production by unlimited transmissions in all other media whether now known or hereafter invented. Promotional use of the Footage is not included.


USE OF THE SERVICE & FOOTAGE

  1. (i) Screenocean hereby grants to the Licensee, during the term of this Agreement, a non-exclusive, non-transferrable, non-sub licensable right, subject to the terms of this Agreement, to use the Footage solely by incorporating it into the Production, and to make and store internal copies of the Footage solely as necessary to enable such use. (ii) Subject to any Restrictions, the Licensee may adapt and modify the Footage as necessary for it to produce finished material for the Production, which may include editing the Footage for length to combine it with other content, provided that the Licensee does not alter or distort the editorial meaning of the Footage. The Licensee will identify itself as the source of any voiceover or translation. (iii) The Licensee must comply with any Restrictions. Restrictions accompanying any particular item(s) of Footage are binding in the same way as any other provision of this Agreement. (iv) Upon expiry or termination of the Service, the Licensee acknowledges that it will no longer receive any Footage owned by the Owners and, subject to sub-article (v) below, within thirty (30) days of termination of the Service the Licensee will immediately delete any Footage that it received from Screenocean. (v) Subject to article 3 below, the Licensee may continue to store, display and perform in perpetuity an item of Footage that has been incorporated into the Publication, solely within the context of such original incorporation. The Licensee must not stripe out (in whole or in part) any Footage that is incorporated into the Production for the purposes of re-supplying or re-using (or allowing any other person or entity to re-supply or re-use) the Footage absent express prior written consent from Screenocean.

 

  1. Ownership of and all Intellectual Property Rights in the Footage and the Owners Marks: (i) will remain the sole property of the relevant Owners, their affiliates or their licensors; and (ii) are hereby reserved by the relevant Owners, their affiliates or their licensors. Ownership of all Intellectual Property Rights in the Screenocean Marks and any content provided by Screenocean: (a) will remain the sole property of Screenocean, its affiliates or its licensors; and (b) are hereby reserved by Screenocean, its affiliates or its licensors. Subject to the foregoing, all Intellectual Property Rights in the Production will remain the sole property of the Licensee. The Licensee shall promptly notify Screenocean of any infringement or threatened infringement of any Owners or Screenocean’s Intellectual Property Rights of which the Licensee becomes aware, and the Licensee will provide reasonable assistance to Screenocean or such Owner or Owners in connection with Screenocean’s or such Owner’s or Owners’ effects to address such infringement.

 

  1. (i) The Licensee will provide the credit “Screenocean/Owner” in the end-credits of the Production and, where specifically advised by Screenocean, also provide a credit to the Owners both in the end-credits of the Production and on screen when the Footage is exhibited (see the “Special Provisions/Special Instructions” section of the order form above for any such instructions). (ii) The Licensee acknowledges that the Owners have complete editorial freedom in the form and content of the Footage, and may alter the Footage from time to time, even after the Licensee has received or used the Footage. Such alterations may include corrections and withdrawals. Upon notification from Screenocean, the Licensee will use all reasonable efforts to update the Footage as it appears in the Production or, in the case of withdrawals, subject to sub section (iii) below, to immediately remove it from the Production. (iii) It is acknowledged that it may be commercially unreasonable or practical for the Licensee to remove Footage from the Production where the Production relates to certain media (for example television and film productions) and the Footage has been incorporated into the Production prior to notice. In this circumstance, the Licensee will use reasonable efforts to comply with the withdrawal(s).

 

  1. Footage supplied for screening purposes is provided only with a burnt-in time-code and may not be broadcast or publicly exhibited in any way.

 

  1. The Licensee shall not sell, transfer, sub-licence, allow any third party to use or permit any lien to attach upon any Footage or exhibit any Footage otherwise than in accordance with this Agreement. For avoidance of doubt this Agreement allows for the Licensee to distribute and sublicense the Production.

 

  1. The Licensee shall not use the Footage in any manner which may impair the goodwill or reputation of Screenocean or the Owners. The Licensee will indemnify and hold Screenocean and the Owners harmless against any and all claims arising by reason of the Licensee's use of the Service and/or the Footage.

 

  1. Screenocean does not by this Agreement permit or authorise the Licensee to collect or receive any monies payable by third parties in respect of Screenocean’s own rights in any Footage from any government or international treaty permitted, mandated or otherwise (including simultaneous re-transmission, off-air recording, blank tape levy etc) use of the Production in which the clip may be used.

 

  1. The Licence Fee is payable in any event and non-refundable once the Licensee has signed the license agreement. This shall apply irrespective of whether the Licensee uses the Footage. For the avoidance of doubt the Licence Fee relating to an Agreed Facility is payable in full and non-refundable in any event irrespective of whether the Licensee chooses to use the Footage or not.

 

  1. No refunds or reductions to the Licence Fee shall be granted should the Licensee subsequently require fewer rights than those specified in the “Usage Rights” section of the order form above.

 

  1. Unless otherwise agreed (e.g. under an Agreed Facility) the Minimum Licence Fee shall be for one minute of Footage.

 

  1. The Licensee shall provide a final usage declaration showing actual use of Footage within the Production immediately following final edit of the Production. Screenocean reserves the right to charge the Licensee an amount reflecting the total amount of Footage supplied should the Licensee not provide such a usage declaration within sixty (60) days of delivery of the Footage, or such other period as agreed and specified in the order form above.

 

  1. The Minimum Licence Fee is applicable per programme or episode, not per series, of the Production. Use of the Footage in separate episodes of the Production will require the payment of separate Licence Fees.

 

  1. The Licence granted under this Agreement relates to a specific named Production (as detailed in the order form above) and use of the Footage within a separate production will require the payment of a separate Licence Fee.

 

  1. Payment of the Licence Fee only grants those rights as specified in this Agreement. Any other exploitation of the Production in additional territories, upon other media platforms, or for a longer time period than the period specified in this Agreement must be cleared in advance with Screenocean and will require the payment of the appropriate Licence Fee.

 

  1. Screenocean warrants that it has the full authority to enter into this Agreement and to grant the Licence. It further warrants that the Owners either own and/or control the Intellectual Property in the Footage. However, neither Screenocean nor the Owners gives any warranties, nor makes any representations: (i) in respect to the Footage and any accompanying content. The Footages is provided on an “as is” and “as available” basis and expressly disclaims any warranties, express or implied, as to the merchantability and fitness for a particular purpose; (ii) that the Footage will be uninterrupted, error-free, free from viruses or harmful components, accurate, timely provided, reliable or correct; and (iii) relating to any other rights not owned or controlled by Screenocean and/or the Owners including, but not limited to, music rights, talent rights, performing rights, model releases, the rights of individuals depicted in the Footage, and moral rights. The Licensee shall be solely responsible for clearing any such rights and for obtaining any clearances, consents and permissions that may be required to use the Footage within the Production. The publication of certain Footage may not be lawful in all jurisdictions. The Licensee is responsible for determining whether a particular item of Footage and its use in the Production complies with applicable law. The Licensee acknowledges that reliance upon the Footage is at the Licensee’s own risk.

 

  1. 16. In relation to Source To Be Verified Content: (a) Reuters does not provide any representation or warranty in relation to Source To Be Verified Content; (b) where copyright and/or other related rights cannot be verified or traced for a particular item(s) of Source To Be Verified Content, ScreenOcean will not grant any Client the right to access and use such item(s) of Source to Be Verified Content without Reuters prior written permission; (c) pursuant to sub clause (b) above, where Reuters grants permission, any use of such item(s) of Source To Be Verified Content will be at the Client’s own risk and the Client is responsible for obtaining appropriate Clearances before its intended use of such item(s) of Source To Be Verified Content; and (d) Reuters shall have no responsibility for a Client’s use of Source To Be Verified Content

 

  1. Where Screenocean supplies Footage it does not own, it will not issue a licence but will charge an access fee for each relevant item of Footage. Screenocean will require the Licensee to sign its ‘Indemnity Form’, as provided by Screenocean. Footage supplied on this basis is supplied on the strict condition that it may not be used without the copyright holder’s permission.

 

  1. Screenocean reserves at its sole discretion the right not to supply Footage in broadcast quality, even where it has supplied screening copies.

 

  1. Pursuant to article 1 above, the Licence is non-exclusive and Screenocean has the right to license the Footage to any other persons, firms or companies other than the Licensee.

 

  1. Payment of all fees under this Agreement shall be in advance, except where the Licensee has an individually agreed credit facility with Screenocean, in which case payment shall be due in thirty (30) days after submission by Screenocean to the Licensee of the invoice and in the currency specified therein.

 

  1. All payments made by the Licensee under this Agreement shall be made gross of any tax, duty, bank charge or other deduction.

 

  1. Screenocean strives to deliver Footage in a timely manner, but accepts no responsibility for any delayed delivery arising because of any failure of a courier company, or any other external factors beyond the control of Screenocean. In the event of a delivery failure attributable to Screenocean, Screenocean’s liability shall be the limited to the value of the Licence fee and to the transfer charges relating to the Footage requested for supply.

 

  1. Screenocean reserves the right to request the return of any master supplied to the Licensee following the final edit of the Production. The Licensee shall not store the Footage for future use.

 

  1. Upon request, the Licensee shall promptly provide to Screenocean a viewing copy of the Production.

 

  1. This Agreement shall be construed and interpreted under and in accordance with the laws of England and Wales.

 

  1. Except as specifically authorised under this Agreement or with applicable prior written consent, the Licensee will not use the Owners Marks and/or the Screenocean Marks or make any statement (whether oral or in writing), in any external advertising, marketing or promotional materials, regarding any Owner, Screenocean, the Services or the Footage. Any goodwill generated through the Licensee’s use of any Owners Marks or Screenocean Marks will inure solely to the owner of such Owners Marks and Screenocean Marks (as applicable).