Exclusive Contract

Exclusive Contract

Jungle Creations Limited (“Jungle”)

6 Batty Street

London, England

E1 1RH

Date of Last Revision: 17 May 2017

IMPORTANT NOTICE:

PLEASE READ THESE TERMS CAREFULLY BEFORE SUBMITTING ANY CONTENT.

By clicking “ACCEPT” you agree to be bound by the terms and conditions set out under this Agreement.

SUMMARY OF KEY TERMS

CONTENT Means any content that you upload or submit to Jungle via any form of communication or submission including email and via our social media accounts.
LICENSED RIGHTS The exclusive right to and to authorise others to do any and all acts in relation to all or part of the Content, including the right to exploit and adapt all or part of the Content.
REVENUE SHARE 50% of the Net Profit via sales (net of all related costs incurred by Jungle including but not limited to taxes and all costs incurred by Jungle relating to the exploitation of the Content via sales).
TERRITORY Worldwide.
NOTICES When sending notices to Jungle, please send them by post to :
Jungle Licensing

6 Batty Street

London, England

E1 1RH

or by email to:

hello@junglecreations.com

We will send notices to the email address you provide to us.

Jungle CREATIONS Limited TERMS OF SUBMISSION

This agreement (“Agreement”) governs the contractual relationship between Jungle Creations Limited of 6 Batty Street, London E1 1RH United Kingdom its successors and affiliates (“Jungle”, “Licensee”, “us”, “we”, “our”) and you (“Licensor”, “you”, “Creator”).

The Agreement shall be effective from the date on which you submitted Content to Jungle thereby confirming your acceptance to the Terms of this Agreement (the “Effective Date”).

Definitions

The definitions and rules of interpretation below, apply in this Agreement:

“Content” – means any content, including but not limited to, text, photographs, images, graphics, logos, signs, video or audio material, or a combination of any of them (and the Intellectual Property Rights contained therein) that you upload or submit to Jungle via any form of communication or submission including email and via our social media accounts.

“Intellectual Property Rights” – copyright and related rights, trade marks, business names rights in get-up, goodwill and the right to sue for passing off, 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.

“Net Profit” – One hundred per cent (100%) of our gross receipts arising directly and identifiably from exploitation of the Content via sales by us or by third parties authorised by us and received by us after the deduction of (i) all applicable taxes and (ii) all costs incurred by us or charged to us relating to the exploitation of the Content.

This Agreement governs your grant to Jungle of the Licensed Rights (defined below) with respect to all or any part of the Content submitted to us.

Licensed Rights

Licensor grants Jungle an exclusive right to do and to authorise others to do any and all acts in relation to the Content, including the right to exploit or adapt all or part of the Content, throughout the world, until this agreement is terminated in accordance with clause 6 (the “Licensed Rights”).

Licensor shall at its own cost execute any additional documents and do or procure that any other acts or things are done from time to time to give full effect to this Agreement and secure to us the full benefit of the rights, powers, privileges and remedies conferred upon Jungle in this Agreement.

Moral Rights

Licensor, being the sole author of the Content, waives all moral rights in respect of the use to be made of the Content under this Agreement to which the Licensor may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988 or under any similar legislation from time to time in force anywhere in the world.

Consideration

In consideration for the rights granted herein Jungle agrees to pay Licensor a royalty equal to fifty per cent (50%) of the Net Profit via sales. Jungle shall endeavour to pay Licensor within ninety (90) days of receipt of any payable monies received by it.

At Jungle’s absolute discretion Jungle may pay a recoupable, signing-on fee, to be determined by Jungle and confirmed to Licensor in email. Such signing on fee shall be payable to Licensor within ninety (90) days of the Effective Date. The signing on fee shall be fully recoupable against any royalties payable to Licensor hereunder.

Licensor acknowledges and accepts that Jungle is not responsible for any costs incurred by Licensor in relation to this Agreement, including in the course of submitting or providing Jungle with the Content.

Licensor Representations and Warranties.
Licensor warrants that:

(a) Licensor is the sole legal and beneficial owner of, and owns all the rights and interests in, the Content;

(b) Licensor has not licensed any of the Content and shall not licence the Content to any third party for the Term

(c) Licensor has the right to grant and assign all the rights as set out in this Agreement;

(d) Licensor has not granted any security interest, option, mortgage, or charge over the Content and the Content is not subject to any lien;

(e) the Content is an original work and has not been copied wholly or substantially from any other work or material or any other source;

(f) Licensor has obtained all clearances and paid all monies necessary for Jungle to exercise its rights hereunder and there will not be any other rights to be cleared or any payments required to be made by Jungle as a result of any use of the Content pursuant to the rights herein granted (including without limitation, payments in connection with contingent participations, residuals, clearance rights, moral rights, union fees, and music rights);

(g) all individuals featured in the Content have provided full consent to their inclusion in the Content and Licensor has obtained all required consents, permissions and image/appearance releases from any individuals, groups, parties or locations including that all of the individuals and entities connected with the production of the Content, and all of the individuals and entities whose names, voices, photographs, likenesses, appearance, works, services and other materials appear or have been used in the Content, have authorized and approved Licensor’s use thereof, and Jungle shall have the right to use all names, voices, photographs, likenesses, appearance and performances contained in the Content in connection with the Licensed Rights;

(h) no part of the Content, any materials contained therein, or the exercise by Jungle of the Licensed Rights infringes or will infringe, any Intellectual Property Rights and shall not give rise to a claim of defamation, slander or libel and there are no existing, anticipated, or threatened claims or litigation that would adversely affect or impair any of the Licensed Rights;

(i) the Content will not contain any viruses, Trojan Horses, worms, time-bombs, or other similar harmful or deleterious programming routines and all metadata provided with the Content is accurate and does not falsely represent ownership of the Intellectual Property Rights contained therein.

Termination

Licensor may seek to terminate this Agreement at any time, however, this Agreement shall only be terminable upon the mutual agreement of the parties, the consent of which may be granted or denied in Jungle’s sole discretion.

Jungle may terminate this Agreement immediately on giving written notice to the Licensor.

No termination of this Agreement shall affect any sub-licence of the Content to any third party by Jungle.

Release and Indemnity

Licensor hereby agrees to indemnify, release and hold harmless Jungle, its successors, licensees, sub-distributors and assigns, and the directors, officers, employees, representatives and agents of each of the foregoing, from any and all claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and fees arising out of or resulting from (i) any breach by Licensor of any warranty, representation or any other provision of this Agreement, and/or (ii) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, infringement of Intellectual Property Rights, or violations of any other rights arising out of or relating to any use by Jungle of the rights granted under this Agreement.

Licensor acknowledges that Jungle is relying on the representations made by Licensor in accordance with this Agreement and a breach by Licensor would cause Jungle irrevocable injury and damage that cannot be adequately compensated by damages in an action at law and Licensor therefore expressly agrees that, without limiting Jungle’s remedies, Jungle shall be entitled to injunctive and other equitable relief.

Publicity/Confidentiality

Licensor undertakes that it shall not at any time, disclose to any person (including, without limitation, posting, participating or engaging in social media discussions, news stories, blogs, reports or responses thereto) any confidential information concerning this Agreement, the business, affairs, of Jungle, including but not limited to any information Licensor receives from Jungle relating to Jungles’ production process and business practices.

Miscellaneous

Licensor acknowledges and warrants that its agreement to this Agreement has not been induced by any representation or assurance not contained herein.

The Agreement constitutes the entire agreement and supersedes all previous agreements between the parties relating to its subject matter. No other representation or statement, whether or not in writing will form a term of the Agreement

If any provision or part-provision of this Agreement 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 this Agreement.

No failure or delay by a party to exercise any right or remedy provided under this Agreement 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.

Jungle may at any time sub-licence, assign, transfer, mortgage, charge or deal in any other manner with any or all of the rights granted to it under this Agreement and / or its obligations under this Agreement. Licensor may not assign any of its rights or obligations hereunder.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to rely upon or enforce this Agreement, save that Jungle shall be entitled to exercise its rights hereunder and rely on and enforce this Agreement as if it were a party hereunder.

Notice

Any notice to be given under this Agreement must be in writing, in English and may be served by hand delivery at, or by post, recorded delivery or registered post or airmail to, the address, or email to the email address, of the receiving party, as set out in the summary of key terms for Jungle and for Licensor as set out in the information provided to Jungle on submission of the Content, or to such other address as that receiving party has specified to the other party in writing in accordance with this clause.

Choice of Law/Dispute Resolution

This Agreement shall be governed by and construed in accordance with English law and the parties hereby agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.