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Parties

  1. REALSM LIMITED incorporated and registered in England and Wales with company number 09935532 whose registered office is at 173 West End Lane, West Hampstead, United Kingdom, NW6 2LY (Company).
  2. You, as the party entering into these Terms and Conditions as the contributor in accordance with these Terms and Conditions (Contributor).

Background

  1. The Company owns the Intellectual Property Rights in the Content and to the Platform (both as defined below).
  2. The Contributor is in the business of providing the Services (as defined below) and shall provide the Services to the Company (as defined below).
  3. The Company has agreed to grant a licence to the Contributor to use the Intellectual Property Rights in the Content in accordance with the terms of these Terms and Conditions.

Agreed terms

1. Interpretation

1.1 The following definitions and rules of interpretation apply in these Terms and Conditions.

Acceptance: the Contributor’s acceptance of these Terms and Conditions is illustrated [by fulfilling out the required fields; namely signature and initials on an emailed (online) version of this document and clicking signed].

Commencement Date: the date of these Terms and Conditions, which shall be the date of your Acceptance.

Content: [Blogs, articles, videos, photos, memes relating to sports]

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.

Platform: www.realsport101.com or any of other site or form of media (online, printed or broadcast) that the Company may transfer to the platform or use on the platform.

Site: any publication tool including; social media, website, radio, magazine, newspaper, blog and/or television publication.

Services: the services provided by the Contributor to the Company, as set out in clause 2.

1.2   Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions.

1.3  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4  References to clauses and Schedules are to the clauses and Schedules of these Terms and Conditions.

1.5  A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6  Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8  A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.9  A reference to writing or written includes fax and email.

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

1.11  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.

2. Terms and Conditions

The parties agree to be bound by these Terms and Conditions upon the Contributor’s acceptance of these Terms and Conditions [by clicking the “I Agree” box at the bottom of these Terms and Conditions].

3. Services

3.1  The Contributor shall, in accordance with the terms of these Terms and Conditions, provide the following Services to the Company:

  1. [Produce and develop Content for the Platform;
  2. Publish and/or post the Content on the Platform; and
  3. Promote and advertise the Platform through social media and other tools, including sites such as Twitter and Facebook.]

3.2  The Company may suspend or cancel operation of the Platform at its absolute discretion without further notification to the Contributor. For the avoidance of doubt, the Company are entitled to terminate these Terms and Conditions in accordance with clause 15.1 if the Platform is suspended or cancelled in the Company’s absolute discretion.

4.  Licence

4.1  Subject to clause 4.2 below, the Company hereby grants to the Contributor a non-exclusive, royalty-free licence to publish and/or post the Content on the Sites.

4.2  The Contributor shall not publish, post, promote or advertise the Content on any other Site other than the Platform:

  1. for a period of 30 days from the date upon which the Content is first published and/or posted on the Platform;
  2. for any remuneration; and
  3. unless the Content states that the Platform is the original publication location of the Content.

4.3  The Contributor acknowledges that all rights, including the Intellectual Property Rights, of the Content are owned by the Company. The Company shall have the right to sell or assign the Content, whether to a group member or a Site or any other person or company. For the avoidance of doubt, any remuneration that may be received by the Company for such Content shall solely belong to the Company.

5.  Provision of know-how

5.1  The Company may, at its sole discretion, make available to the Contributor any know-how relating to the development of the Content or the Platform.

5.2  The know-how supplied by the Company pursuant to clause 5.1 shall be used by the Contributor only for the purpose of the development of the Content and shall be subject to the provisions of clause 7.

5.3  Nothing in these Terms and Conditions shall constitute any representation or warranty that the know-how supplied to the Contributor pursuant to clause 5.1 is accurate, up to date, complete, or relevant to the development of the Content.

6. Quality control

6.1  Subject to any reasonable amendments and to clauses 6.2 and 6.3 below, updates or alterations made by the Company are final. The Company reserves the right to amend or delete both content and users at its discretion without prior notification.

6.2  The Contributor shall ensure that the Content is accurate, genuinely held and complies with applicable law in the UK and in any country from which it is posted.

6.3  The Contributor shall ensure that the Content does not:

  1. Contain any material which is defamatory of any person.
  2. Contain any material which is obscene, offensive, hateful or inflammatory.
  3. Promote sexually explicit material.
  4. Promote violence.
  5. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  6. Infringe any copyright, database right or trade mark of any other person.
  7. Be likely to deceive any person.
  8. Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
  9. Promote any illegal activity.
  10. Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
  11. Be likely to harass, upset, embarrass, alarm or annoy any other person.
  12. Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
  13. Give the impression that they emanate from us, if this is not the case.
  14. Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

6.4  The Contributor shall comply with the specifications, standards and directions relating to the Content or the Platform as notified in writing by the Company from time to time, shall ensure that the Content is relevant to the Company’s Platform content and shall comply with all applicable laws, regulations, industry standards and codes of practice.

6.5  The Contributor shall, upon the Company’s request, provide the Company with details of any complaints it has received relating to the Content or the Platform together with reports on the manner in which those complaints are being or have been dealt with, and shall comply with any reasonable directions given by the Company concerning those complaints.

7. Intellectual Property

7.1  The Contributor shall give the Company full details and access to the Content and any ideas and improvements to the Content or the Platform, whether or not patentable, and whether or not recorded in any medium and of all works embodying Intellectual Property Rights made wholly or partially by the Contributor at any time during these Terms and Conditions which relate to, or are reasonably capable of being used in, the Content or on the Platform.

7.2  The Contributor acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in the Content and relating to the Platform shall automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, the Contributor acknowledges that he holds them on trust for the Company. The Contributor agrees to promptly execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this clause 7.

7.3  The Contributor hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which he has or will have in any existing or future works referred to in this clause.

7.4  The Contributor irrevocably appoints the Company to be his attorney to execute documents, use the Contributor’s name and do all things which are necessary or desirable for the Company to obtain for itself or its nominee the full benefit of this clause. A certificate in writing, signed by any director or the secretary of the Company, that any instrument or act falls within the authority conferred by these Terms and Conditions shall be conclusive evidence that such is the case so far as any third party is concerned.

8. Confidentiality

8.1  Confidential Information means all confidential information (however recorded or preserved) disclosed by the Company or its Representatives (as defined below) to the Contributor and the Contributor’s Representatives whether before or after the date of these Terms and Conditions, including:

  1. the existence and terms of these Terms and Conditions;
  2. all know-how relating to the Content or the Platform; and
  3. any information (whether or not technical) that would be regarded as confidential by a reasonable business person.

Representatives means, in relation to a party, its employees, officers, representatives and advisers.

8.2  The provisions of this clause shall not apply to any Confidential Information that:

  1. is or becomes generally available to the public (other than as a result of its disclosure by the Contributor in breach of this clause);
  2. was available to the Contributor on a non-confidential basis before disclosure by the Company;
  3. was, is or becomes available to the Contributor on a non-confidential basis from a person who, to the Contributor’s knowledge, is not bound by a confidentiality agreement with the Company or otherwise prohibited from disclosing the information to the Contributor; or
  4. the parties agree in writing is not confidential or may be disclosed.

8.3  The Contributor shall keep the Company’s Confidential Information confidential and shall not:

  1. use such Confidential Information except for the purpose of exercising or performing the Services under or in connection with these Terms and Conditions (Permitted Purpose); or
  2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 7.

8.4  The Contributor may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Company as much notice of such disclosure as possible.

8.5  On termination of these Terms and Conditions, the Contributor shall:

  1. destroy or return to the Company all documents and materials (and any copies) containing, reflecting, incorporating or based on the Company’s Confidential Information;
  2. erase all the Company’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
  3. certify in writing to the Company that it has complied with the requirements of this clause, provided that the Contributor may retain documents and materials containing, reflecting, incorporating or based on the Company’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by the Contributor, subject to clause 17.

8.6  The provisions of this clause shall continue to apply after the expiry or earlier termination of these Terms and Conditions.

9. Representations and warranties

9.1  The Contributor represents and warrants to the Company on the date of these Terms and Conditions that:

  1. any and all Content shall be developed in accordance with clauses 6.2 and 6.3.
  2. it has the full capacity to effect and carry out the obligations in terms of these Terms and Conditions.
  3. it has obtained all licences, permits and consents necessary for the provision of the Services;
  4. it can perform its obligations in connection with the development of the Content with all due skill, care and diligence including good industry practice;
  5. the Content will not breach any Intellectual Property Rights of any party not a party to these Terms and Conditions.
  6. the terms of these Terms and Conditions do not conflict with and do not constitute a breach of the terms of any other agreement or undertaking or act that is binding on the Contributor.
  7. no Event of Default and, on the date of these Terms and Conditions Potential Event of Default, is continuing or might reasonably be expected to result from these Terms and Conditions.
  8. all and any information that the Contributor has provided to the Company in connection with these Terms and Conditions is in all aspects true, complete, current and accurate.
  9. the Contributor will, at all times, comply with legislation and other laws applicable to these Terms and Conditions and the Contributor’s activities.
  10. the Contributor’s obligations under these Terms and Conditions are legal, valid, binding and enforceable; and
  11. No litigation, arbitration or administrative proceedings are taking place, pending or, to the Contributor’s knowledge, threatened against it, or any of its assets, which, if adversely determined, might reasonably be expected to have a material adverse effect on the granting of this Licence.

10. Liability, indemnity and insurance

10.1  To the fullest extent permitted by law, the Company shall not be liable to the Contributor for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Contributor’s exercise of the rights granted to it under these Terms and Conditions.

10.2  The Contributor shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:

  1. The Contributor’s exercise of the rights granted to it under these Terms and Conditions;
  2. The Contributor’s breach or negligent performance or non-performance of these Terms and Conditions; and
  3. The enforcement of these Terms and Conditions.

10.3  If any third party makes a claim, or notifies an intention to make a claim, against the Company which may reasonably be considered likely to give rise to a liability under this indemnity (a Claim), the Company shall:

  1. as soon as reasonably practicable, give written notice of the Claim to the Contributor, specifying the nature of the Claim in reasonable detail;
  2. give the Contributor access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Company, so as to enable the Contributor to examine them and to take copies (at the Contributor’s expense) for the purpose of assessing the Claim; and
  3. subject to the Contributor providing security to the Company to the Company’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Contributor may reasonably request to avoid, dispute, compromise or defend the Claim.

10.4  If a payment due from the Contributor under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Company shall be entitled to receive from the Contributor such amounts as shall ensure that the net receipt, after tax, to the Company in respect of the payment is the same as it would have been were the payment not subject to tax.

11. Data Protection

11.1  The parties shall (and shall procure that any of its employees, agents, officers and any suppliers) comply and observe all of the obligations under the Data Protection Act 1998 [inset link to DPA 1998].

12. Sub-licensing

The Contributor shall not grant sub-licences under these Terms and Conditions.

13. Subcontracting

The Contributor shall not subcontract the development of the Content.

14. Assignment and other dealings

14.1  The Contributor shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms and Conditions.

14.2  The Company may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under these Terms and Conditions.

15. Termination

15.1  The Company shall have the right to terminate these Terms and Conditions immediately upon giving the Contributor notice of termination by email.

15.2  Each of the events or circumstances set out in 15.2(a) to clause 15.2(l) is an Event of Default.

  1. the Contributor commits a material breach of any term of these Terms and Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of [5] days after being notified in writing to do so;
  2. the Contributor repeatedly breaches any of the terms of these Terms and Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms and Conditions;
  3. Any representation, warranty or statement made, repeated or deemed made by either and/or both of the Contributor in, or pursuant to, these Terms and Conditions is (or proves to have been) incomplete, untrue, incorrect or misleading when made, repeated or deemed made.
  4. The Contributor stops or suspends payment of any of its debts, or is unable to, or admits its inability to, pay either and/or both of their debts as they fall due.
  5. The value of either and/or both of the Contributor’s assets is less than its liabilities (taking into account contingent and prospective liabilities).
  6. A moratorium is declared in respect of any Indebtedness of the Contributor.
  7. The Contributor becomes subject to a bankruptcy petition or order.
  8. The Contributor commences negotiations, or enter into any composition, compromise, assignment or arrangement, with one or more of its creditors with a view to rescheduling any of either and or both of the Contributors’ Indebtedness (because of actual or anticipated financial difficulties).
  9. Any event occurs in relation to the Contributor similar to those in clause 15.2(e) to clause 15.2(h) (inclusive) under the laws of any applicable jurisdiction.
  10. Any provision of these Terms and Conditions is or becomes, for any reason, invalid, unlawful, unenforceable, terminated, disputed or ceases to be effective or to have full force and effect.
  11. The Contributor dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his and/or her own affairs or becomes a patient under any mental health legislation.
  12. Any event occurs (or circumstances exist) which, in the reasonable opinion of the Company, has or is likely to materially and adversely affect either and/or both of the Contributors’ ability to perform all or any of its obligations under, or otherwise comply with the terms of, these Terms and Conditions.

15.3  At any time after an Event of Default has occurred the Company may, by notice to the Contributors terminate the agreement.

16. Consequences of termination

16.1  Upon termination of these Terms and Conditions:

  1. all rights and licences granted pursuant to these Terms and Conditions shall cease save as set out in this clause; and
  2. the Contributor shall immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Company or its business contacts, any keys, and any other property of the Company, which is in your possession or under your control;
  3. the Contributor shall irretrievably delete any information relating to the business of the Company stored on any magnetic or optical disk or memory and all matter derived from such sources which are in your possession or under your control outside the Company’s premises; and
  4. the Contributor shall provide a signed statement that you have complied fully with your obligations under this clause 15.3 together with such reasonable evidence of compliance as the Company may request.

16.2  Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms and Conditions shall remain in full force and effect.

16.3  Termination of these Terms and Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

17. Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions 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. 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. Entire agreement

18.1  These Terms and Conditions 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.

18.2 Each party acknowledges that in entering into these Terms and Conditions it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.

19. Variation

No variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. Severance

20.1  If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.

20.2  If any provision or part-provision of these Terms and Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Counterparts

21.1  These Terms and Conditions 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.

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

22. Third-party rights

No one other than a party to these Terms and Conditions shall have any right to enforce any of its terms.

23. No partnership or agency

23.1  Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

23.2  Each party confirms it is acting on its own behalf and not for the benefit of any other person.

24. Inadequacy of damages

Without prejudice to any other rights or remedies that the Company may have, the Contributor acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of these Terms and Conditions by the Contributor. Accordingly, the Company shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of these Terms and Conditions.

25. Governing law

These Terms and Conditions 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.

26. Jurisdiction

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

These Terms and Conditions have been entered into on the Commencement Date by way of the Contributor’s Acceptance.