Materials Licence Terms and Conditions

These Terms and Conditions, comprise the specific terms and conditions on which you have agreed to grant to Soundclub LTD and persons authorised by Soundclub LTD the irrevocable, exclusive right in perpetuity to reproduce, distribute, communicate to the public, broadcast, transmit and exploit all or part of the Material(s) you have submitted via WordPress, or sent to Soundclub Mag via email or social networks such as Facebook, Twitter, Reddit, Instagram, TikTok, Pinterest, LinkedIn, Snapchat  (the “Material(s)”) including, but not limited to the right to use the Material(s) in connection with the production, exploitation, promotion and/or advertising of the websites owned and controlled by Soundclub LTD throughout the world for the entire period of copyright in the Material(s) and all extensions and renewals thereof by all means and in all media whether now known or hereafter discovered or developed (Agreement).

The following definitions and rules of interpretation apply in this agreement.

• Commencement Date: the date of this agreement.
• Intellectual Property Rights : all copyright and rights in the nature of copyright subsisting in the Work in any part of the world to which you are, or may become, entitled.
• Material(s) : the content, in whatever format, submitted by you via WordPress, or sent to Soundclub Mag via email or social networks such as Facebook, Twitter, Reddit, Instagram, TikTok, Pinterest, LinkedIn, Snapchat. For the purposes of this Agreement “Material(s)” shall mean materials of any nature including (but not limited to) written works, photographs, artwork, audio-visual recordings, sound recordings or any other such works that acquire copyright on their creation and all preliminary drafts and earlier versions of these materials.
• Rights : all the Intellectual Property Rights embodied in the Material(s).

This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.  A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

A reference to ‘writing’ or ‘written’ includes email and/or submission via WordPress, or social networks such as Facebook, Twitter, Reddit, Instagram, TikTok, Pinterest, LinkedIn, Snapchat.

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.

Grant of rights

In full and final consideration of the mutual promises made under this agreement which you hereby acknowledge is good and valid consideration for all rights granted hereunder, you hereby grant to Soundclub LTD an exclusive licence of the Rights and all other rights, title and interest in and to the Materials in perpetuity so that Soundclub LTD shall be exclusively entitled to exploit the Materials throughout the world in any and all media whether now known or hereafter invented.

You hereby grant to Soundclub LTD the right to issue details relating to the Materials and to use and reproduce the Materials and your name in publicity, promotional material and in connection with the Materials.

Once the Material(s) have been submitted to Soundclub LTD the Material(s) may only be withdrawn if agreed in writing by Soundclub LTD.

Soundclub LTD shall accord you credit on any use of the Material(s) and shall endeavour to ensure that in any agreements with third parties who use the Material(s) that they shall accord you credit. However, unintentional error or omission to accord credit by Soundclub LTD or third parties shall not be construed as a breach of this Agreement.

Soundclub LTD does not guarantee to use the Material(s) within any specified period of time, or at all.

Soundclub LTD reserves the right to use, store, publish or transmit all Material(s) in its archives in any format whether printed electronic or otherwise. Soundclub LTD reserves the right to use, store, publish or transmit all Material(s) in external archives and databases including but not limited to websites published by Soundclub LTD and/or third party database and/or archive publishers and to keep all Material(s) in said archives in perpetuity.

Any expenses will be paid only when they are defined and agreed with the Soundclub LTD commissioning editor.

Consideration

You hereby acknowledge that the mutual promises made under this agreement includes full, equitable, proper and adequate consideration in respect of any and all rights of whatsoever kind or nature to which you may now be or shall hereafter become entitled under the laws of any country of the world in connection with exploitation of the Materials in any and all media.

Warranties

You hereby warrant to Soundclub LTD as follows:

(a) that you are the sole legal and beneficial owner of and you own all the Rights in the Material(s) supplied and that those Materials are not libellous and will not infringe any copyright or other third party right;

(b) that you have not licensed or assigned any of the Rights in the Material(s) and that they are free from any security interest, option, mortgage, charge or lien;

(c) that the Material(s) will be supplied exclusively to Soundclub LTD and that no part of any of the Material(s) have been previously used in any product, format and/or media platform (whether printed, electronic or otherwise);

(d) that you shall not exploit the Rights separately from Soundclub LTD;

(e) that you shall maintain the strictest confidentiality on all matters relating to the Material(s) and/or your relationship with Soundclub LTD;

(f) you are not aware of any infringement or likely infringement of the copyrights in and to the Material(s);

(g) that there have been no claims, challenges, disputes or proceedings, pending or threatened, in relation to the creation, ownership, validity or use of any of the Material(s);

(h) that the Material(s) are original to you and have not been copied wholly or substantially from any other source;

(i) that you will comply with The Bribery Act 2010; and

(j) that all persons included, incorporated or otherwise featured in the Materials have given the necessary consents.

Soundclub LTD reserves the right to withhold use of the Material(s) and all or part of any applicable fees should it reasonably suspect that you have breached any clause of this Agreement.

Indemnity and limitation of liability

You shall indemnify Soundclub LTD against all liabilities, costs, expenses, damages and losses (including but not limited to 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 reasonable professional costs and expenses) suffered or incurred by Soundclub LTD arising out of or in connection with (a) any breach of the warranties contained in this Agreement, or (b) the enforcement of this agreement.

In the event that any complaint or claim relating to the Material(s) is made by any third party at any time, whether a formal legal complaint or otherwise, you agree to co-operate fully with Soundclub LTD in responding to and defending such complaints or claims. Soundclub LTD, at its sole discretion, shall have full conduct of any such claim. Soundclub LTD reserves its rights to make a claim against you for any loss incurred where a claim is as a result of your breach of any of these Terms in relation to the Material(s).

At your own expense you shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this agreement including assisting Soundclub LTD in obtaining, defending and enforcing the Rights and assisting with any other proceedings which may be brought by or against Soundclub LTD against or by any third party relating to the Rights.

Subject to fraud, death or personal injury caused by Soundclub LTD’s negligent act or wilful misconduct, in no event will Soundclub LTD be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever arising out of any Materials. Furthermore, Soundclub LTD’s liability to you in any event shall not exceed an amount equal to the total amount of revenue received by Soundclub LTD in connection with the Materials during the six (6) month period immediately prior to the date on which any claim arises.

Moral rights

You, being the sole author of the Materials, waive absolutely your moral rights arising under the Copyright, Designs and Patents Act 1988 in relation to the Materials and, so far as is legally possible, any broadly equivalent rights you may have in any territory of the world.

Waiver

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.

Entire agreement

This agreement 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.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Variation

Any amendment and/or variation to the Terms shall not be valid unless agreed in writing by Soundclub LTD. Soundclub LTD reserves the right to alter and amend the Terms from time to time, and will notify you of such changes if required.

Severance

If at any time any provision of the Terms becomes void or unenforceable this shall not affect the rights and obligations of the parties with regard to the remaining provisions of these Terms.

Third party rights

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

To work with contributing writers and editors, student teams

If you contribute content or participate in editing or other work for Soundclub Mag, we may use your name and photo to credit you on the article itself and your contact details to work with you on your contributions. It is a condition of your submitting work to us that you grant us permission to continue to identify you as the author of your articles and use your information this way.

Notices

Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by email to:

(a) Soundclub Mag, Soundclub LTD, 71-75 Shelton Street, London, WC2H 9JQ

(b) Submitter : email address submitted with Material(s).

Jurisdiction

These Terms shall be governed by the laws of England and the courts of England shall have exclusive jurisdiction in respect of any dispute brought by you relating to these Terms, however Soundclub LTD reserves the right to bring a claim against you in any jurisdiction.