| NATURAL WORLD UK VIDEO CLIP LICENSE AGREEMENT |
| Definitions |
| 'Agreement' is these Terms and Conditions on their own or with a Licensing Invoice at the sole discretion of NATURAL WORLD UK. |
| 'Dr Manuel Hinge' (MH) trading as NATURAL WORLD UK is the supplier of the Material and shall be the grantor of Reproduction Rights hereunder. |
| 'Licensee' is the person or company who is authorised to reproduce the Material pursuant to the terms of the Agreement. |
| 'Licensing Invoice' (LI) is the licence issued by NATURAL WORLD UK to a Licensee at its sole discretion granting Reproduction Rights for use of Material. |
| 'Material' is any film, video, video clip, and/or other audio-visual recording and/or any digital representation of these, and/or any part thereof, offered by NATURAL WORLD UK for the purpose of reproduction. |
| 'Original Material' is Material in its primary acquisition format, otherwise known as the master image. |
| 'Production' is a single audio-visual work, the title of which is specified in the LI, which is produced by the Licensee including the Material. |
| 'Reproduction Rights' are the permitted publication rights granted by NATURAL WORLD UK for use of the whole or part of any Video Clip, Material, in the Media, in the Territory and for the Licence Period specified in the LI . |
| 'Media' is the media specified in the LI in which the Production may be exploited. |
| 'Video Clip' is a video file supplied in Low-resolution for Offline edit or High-resolution for an Online edit. |
| 'Territory' is the territory specified in the LI in which the Production may be exploited. |
| 'Costs' means any fees including but not limited to Licence Fees, cancellation fees, service and research fees, technical costs, delivery costs and any other costs incurred by NATURAL WORLD UK and which shall be invoiced to the Licensee. |
| 'Invoice' is payment in pounds sterling of Costs by the Licensee to NATURAL WORLD UK. Payment is in the form of an Internet secure online payment, or the raising of a purchase order (after accreditation), prior to download of High-resolution Video Clips or release of Original Material. |
| 'Declaration' is a written list supplied to NATURAL WORLD UK by Licensee of the Video Clips used in a Production, specifying the Video Clip identifying name. |
| 'Licence Fees' are the fees payable by the Licensee to NATURAL WORLD UK for the specific grant of Reproduction Rights. |
| 'Licence Period' is the period specified in the LI commencing on the date stated therein or, if no date is specified, the date of the LI |
| 'Cancellation Fee' means a minimum fee of 50% of the Licence Fee job minimum or any amount up to the full Licence Fee quoted, which is charged if the Licensee orders material to be supplied to it on a sub-master and for which Material the Licensee does not ultimately seek to acquire rights from NATURAL WORLD UK in the course of its final edit. This Cancellation Fee will be charged by NATURAL WORLD UK in addition to any technical, service, research and delivery costs. When Original Material is accessed, NATURAL WORLD UK will charge the full licence fee upfront, in addition to handling fees - these fees are non-refundable, even if the footage is not used. |
| 1) Grant of Rights |
| a) If and when granted by NATURAL WORLD UK to Licensee, Reproduction Rights are licensed for non-exclusive use of Material as edited in one named Production only and are restricted to the Reproduction Rights stated in NATURAL WORLD UK's LI For the avoidance of doubt, the Reproduction Rights granted do include the right to use the Material directly or indirectly in any manner in the advertising of the Production. |
| b) Upon grant of Reproduction Rights Licensee warrants that the Material shall only be used in the named Production and according to the Media, Territory and Licence Period and other rights restrictions stated in the LI No other use is permitted except with prior written permission from NATURAL WORLD UK and negotiation of additional Licence Fees. Licensee may not use Material in any manner other than that expressly allowed by the LI |
| c) If Material is exploited without authorisation from NATURAL WORLD UK or exercise of the Reproduction Rights licensed under this Agreement are exceeded in any way, NATURAL WORLD UK reserves the right to charge the applicable Licence Fee for such use as listed on NATURAL WORLD UK's website then current standard rate plus a penalty fee, at a level determined by NATURAL WORLD UK at its sole discretion |
| d) Any Reproduction Rights granted are by way of licence only and no partial or other assignment of copyright shall be implied. |
| 2) Costs and Payments |
| a) Costs will be invoiced and be paid to NATURAL WORLD UK in Pounds Sterling. All charges are subject to VAT where applicable. |
| b) Reproduction Rights to use Material are not granted until all Costs are paid in full and these terms and conditions are signed and returned to NATURAL WORLD UK. Any publication of Material without an LI or before payment of Costs in full constitutes an infringement of rights and a breach of the Agreement. |
| c) In certain cases, including when Original Material or Dub copy is accessed, NATURAL WORLD UK may request that some, or all Costs be paid by Licensee as an up-front deposit. In such cases the deposit is non-returnable. |
| 3) Supply of Material |
| a) High resolution Video Clips will only be downloadable on receipt of a signed copy of these Terms & Conditions and a completed order from Licensee. Such order shall include details of: i) name and contact details of Licensee; ii) Production title; iii) type of production; iv) rights required including Media and Territory in which Production will be exploited, Licence Period, date of first use; and v) Material required. |
| b) Original Material owned by MH will not normally be released to Licensee. Dub copies of Video Clips will be duplicated under the supervision of NATURAL WORLD UK, all copying and processing Costs shall be borne by Licensee. At its discretion NATURAL WORLD UK may under exceptional circumstances release Original Material. In that event a fee will be payable by the Licensee and the risk in the property is upon the Licensee who must arrange insurance cover to a level agreed by NATURAL WORLD UK. |
| c) NATURAL WORLD UK will endeavour to but cannot guarantee to meet clients' deadlines for supply of Material. In the event of failure to deliver to a deadline NATURAL WORLD UK does not accept responsibility or liability of any kind. |
| 4) Declaration |
| a) If requested by NATURAL WORLD UK the Licensee agrees to supply to NATURAL WORLD UK at no charge to NATURAL WORLD UK, a Declaration and a PAL DVD copy of the Production within 14 days of completion of the Production. |
| 5) Customer Obligations |
| a) Licensee must ensure that all Original Material supplied by NATURAL WORLD UK on loan is properly insured against loss or damage of any kind, naming NATURAL WORLD UK as an additional insured, and upon request by NATURAL WORLD UK shall provide a copy of the applicable insurance policy to NATURAL WORLD UK |
| b) Licensee undertakes and agrees to give a credit to NATURAL WORLD UK in the form "Natural World UK" when: (i) NATURAL WORLD UK Material contributes to more than 10% of a Production; (ii) NATURAL WORLD UK Material contributes to 10% or less of a production and other licensors are credited in respect of contributions of their licensed material; and (iii) in any other case, wherever possible. |
| c) The Licensee agrees to return all Original Material and Dub copy tapes to NATURAL WORLD UK within 14 days of completion of the Production. |
| d). The Licensee may retain Downloaded High-Resolution Video Clips from the NATURAL WORLD UK website after transmission of the Production, but must take reasonable precautions to keep safe and prevent unauthorised use without License. |
| 6) Indemnity, Clearances, Third Party Material and Restrictions on Use |
| a) Licensee is deemed responsible for all Material in its possession and for all third party clearances and for any and all fees arising from unauthorised use of the Material. |
| b) Licensee undertakes to obtain all third party clearances, which may be required. |
| c) Licensee undertakes to obtain all necessary licenses, permissions and/or consents from, and to pay all sums due to any applicable collecting societies, unions and/or guilds in relation to any use pursuant to this Agreement of any musical work, sound recording and/or performance contained in the Material. |
d) Publication of images of people included in the Material is only allowed without the consent of the people depicted if these:
i) are personalities of contemporary history and are depicted neither in a disparaging manner nor in such a way that their privacy rights are violated;
ii) appear as an accompanying item with a landscape or other localities, are not the primary purpose of the image, but are shown merely as accessory figures;
iii) appear as part of a public meeting, procession or demonstration;
iv) if there are no opposing legitimate interests by those involved and the Material is not used for advertising purposes; or
v) NATURAL WORLD UK has expressly in writing represented that those concerned have agreed to the intended purpose. |
e) Licensee may not make use of Material in order to create material with illegal contents. This includes in particular information and portrayals which:
i) incite racial hatred or depict cruel or other inhuman acts of violence against people in such a way that it amounts to a glorification or to making such acts of violence appear harmless or depicts the cruel or inhuman aspect of the process in a manner which violates human dignity;
ii) glorify war, promote a terrorist organisation, or incite a criminal offence;
iii) deal with acts of violence, sexual abuse of children or sexual acts of people with animals;
iv) are subject to the German "Statute Protecting Against Publications Which are Morally Harmful to Adolescents" or are clearly suitable to pose a serious moral danger to children and adolescents or to impair their well-being;
v) violate the honour of the people shown in the Video Clip(s) or their privacy rights;
vi) defame, libel or slander any person;
vii) infringe any copyrights, trade marks or other rights of any person;
viii) contain defamatory remarks which can harm the reputation of NATURAL WORLD UK or parties represented by NATURAL WORLD UK; or
ix) contain other illegal or immoral content.
f) If a third party claims that the contractual use of the Material licensed by NATURAL WORLD UK infringes said third party's rights, the Licensee shall:
i) immediately inform NATURAL WORLD UK of this claim and provide information necessary for the defence;
ii) defend himself against the claims asserted in accordance with the instructions received from NATURAL WORLD UK;
iii) in cases where there is an imminent danger take all reasonable measures required for defense, if a deterioration of the legal situation is impending; and
iv) refrain from measures which might hinder or impair defence against the claims asserted.
v) In accordance with the terms hereof, NATURAL WORLD UK shall at its own option either: (1) conduct any legal dispute with a claimant referred to in f) above, and otherwise arising hereunder, at its own cost; or (2) offer the Licensee a licence for replacement material for his use, for which no rights of third parties apply or (3) reverse the Licensing Agreement and at NATURAL WORLD UK's sole discretion to refund to the Licensee all or part of the Licence Fee relating to the Material referred to in f) above, such amount not to exceed the maximum value of the original Licence Fee paid. |
| g) NATURAL WORLD UK shall not be liable to Licensee for any loss of profits, contracts, damage or any other indirect or consequential loss howsoever arising. Any Licensee sub-licence agreement shall provide a limitation of liability on all of NATURAL WORLD UK and the Licensor thereunder to the total level of License Fees due and paid by the Sub-Licensee thereunder to Licensor, prior to the date of any applicable claim in respect thereof |
| h) Licensee shall indemnify NATURAL WORLD UK against any loss suffered by NATURAL WORLD UK from use of Material in breach of these Terms and Conditions, and/or in breach of any provision of any Licence Agreement, and/or as otherwise may be in breach of the law. Licensee bears the sole responsibility for the Production created by using the Material, and the exploitation of any such Production. |
| 7) NATURAL WORLD UK Warranties |
| a) NATURAL WORLD UK warrants that it is the copyright owner, or authorised representative of the copyright owner, or the authorised licensee of the copyright in respect of all Material, |
| b) Unless specified in writing, no warranty is given by NATURAL WORLD UK as to the existence or validity of model or other releases or waivers in respect of any Material and NATURAL WORLD UK shall not be liable in respect of any such releases or waivers or for any defect in any existing releases or waivers. Save as expressly provided herein, NATURAL WORLD UK gives no rights or warranties with regard to the use of names, people, trademarks, or copyright in respect of any copyright works depicted in the Material and the Licensee must satisfy him/herself that all necessary rights and/or consents as may be required for reproduction are obtained. |
| c) NATURAL WORLD UK reserves the right not to grant a LI |
| d) NATURAL WORLD UK gives no warranty regarding the accuracy of descriptions of the Material and accepts no liability in the event of such descriptions being inaccurate. |
| 8) Termination |
a) This Agreement shall terminate, upon written notice by and without penalty to NATURAL WORLD UK if:
i) there is a breach by the Licensee of any of its material obligations under this Agreement which, if the breach is capable of remedy, the Licensee has failed to remedy within 21 days after receipt of notice thereof from NATURAL WORLD UK; or
ii) all Costs have not been paid in full by the earlier of within 30 days of date of invoice, and prior to publication; or
iii) a receiver has been appointed over all or a substantial part of the assets of Licensee and has not been discharged within 30 days after such appointment; or
iv) any distress, execution and/or other legal processes shall be levied or enforced against all or a substantial part of the assets of Licensee; or
v) a resolution is passed or an order is made for the winding up of Licensee (save for the purpose of and followed by a voluntary reconstruction or amalgamation); or
vi) Licensee convenes a meeting of its creditors or makes any arrangement or composition with or any assignment for the benefit of its creditors; or
vii) Licensee becomes bankrupt; or
viii) a petition for an administration order or winding up order is presented to the court; or
ix) Licensee becomes or is deemed unable to pay its debts within the meaning of the applicable insolvency legislation. |
| b) NATURAL WORLD UK may terminate the Agreement with immediate effect upon written notice to Licensee if NATURAL WORLD UK is or reasonably believes that it will become subject to any material costs, including legal costs, damages, loss and/or liability howsoever arising as a result of or in connection with the use by the Licensee of the Material. |
| 9) Upon Termination |
| a) Upon termination under any of the above relevant clauses hereof and without prejudice to any of NATURAL WORLD UK's other rights (including damages) hereunder: |
i) the Licensee shall immediately pay to NATURAL WORLD UK all sums owing and which will become due under this Agreement in respect of the Material, including any Licence Fees and penalty fees relating to unauthorised exploitation of the Material, the value of such Licence Fees to be at the sole discretion of NATURAL WORLD UK; and
ii) all Reproduction Rights and other rights granted hereunder shall immediately automatically terminate; and
iii) the Licensee shall immediately cease all use of the Material or NATURAL WORLD UK shall take steps to have the Production withdrawn from publication until the Material has been removed; and
iv) the Licensee shall immediately return all copies of the Material to an address specified by NATURAL WORLD UK. |
| 10) General |
| a) If a Licensee uses any Material, then Licensee is deemed to have received and accepted these Terms and Conditions, whether or not the Licensee has signed them as provided below. |
| b) These Terms and Conditions replace and supersede all previous arrangements and agreements between NATURAL WORLD UK and Licensee either written or oral with respect to the subject matter hereof and save as may be set out in an LI, constitute the entire arrangement between us. |
| c) The 'General Terms and Conditions' and the 'Privacy Policy' on the NATURAL WORLD UK website, www.naturalworlduk.com , form part of these Terms & Conditions.' |
| d) The Agreement and Reproduction Rights under it may not be assigned by the Licensee without NATURAL WORLD UK's prior written consent. |
| e) No variation of any term or conditions set out herein shall be valid unless agreed in writing by both parties. |
| f) No waiver express or implied by one party hereto of a breach by the other party of any of the provisions of the Agreement shall operate as a waiver of any preceding or succeeding breach of the same or any other provision of the Agreement. If any one or more of the provisions contained in the Agreement shall be invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. |
| g) Save as regards the NATURAL WORLD UK, and otherwise as expressly provided in the Agreement, the parties do not intend to confer any benefit on a third party and do not intend that any third party should have any right to enforce the Agreement. Without limiting the foregoing, a person not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999, or otherwise to enforce any rights or remedies available |
| h) If both parties hereto agree, a dispute between the parties arising out of or in relation to the Agreement may be referred by either party, first to the managing directors of NATURAL WORLD UK and Licensee for resolution. If any such dispute cannot be resolved as envisaged hereunder within a maximum of 14 days after it has been so referred, then such dispute shall be resolved under the jurisdiction of the Supreme Courts of Judicature of England and Wales. |
| i) This agreement shall be subject to and construed according to English law and the parties agree to accept the exclusive jurisdiction of the Courts of England. |
| Ends |