LICENSE AGREEMENT

(1)        ALPHABET MEDIA LTD, (TRADING AS BuyQuizQuestions) of 6 Hoxton Square, London, N1 6NU (“the Licensor”); and

AND

(2)     The User (Licensee) (anyone purchasing a trivia pack(s) on the buyquizquestions.com site.

WHEREAS

1. The Licensor owns the right to exploit the question content (the Works) 

   2. The Licensee wishes to acquire from the Licensor the right to distribute the Works as part of any digital application and the Licensor wishes to grant the Licensee such  right on the terms and conditions of this Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

The Licensor and the Licensee hereby accept and agree to the terms and conditions of this Agreement, which incorporates the following attached Schedules:

SCHEDULE I:                          Term, payment and specific terms

SCHEDULE II:                         Standard terms and conditions

SCHEDULE III:                        The Work(s)

SCHEDULE IV:                        Licensed Product(s)

 

SCHEDULE I: TERM, PAYMENT AND SPECIFIC TERMS

1. TERM

 Subject at all times to earlier termination in accordance with this Agreement, this Agreement shall commence on the Effective Date and shall last in perpetuity.

2. PAYMENT AND PAYMENT INSTRUCTIONS

2.1           The Licensee pays for the Works via the BuyQuizQuestions.com site which auto enrols the Licensee into this Agreement.

 

SCHEDULE II: STANDARD TERMS AND CONDITIONS

 

1                DEFINITIONS

1.1            In this Agreement unless the context requires otherwise the terms defined below will have the meanings set out alongside them:

“Acceptance”	Acceptance of the Works is deemed to be given if no feedback or compliant is received by the Licensor within 1 working day.
“Business Day”	Mondays to Fridays inclusive, but excluding English bank and public holidays, unless otherwise specified;
“Confidential Information”	any information which is disclosed to, or received by, a party to this Agreement pursuant to or in connection with the Agreement and which is treated by the disclosing party as confidential at the time of such disclosure or which by its nature and under the circumstances would reasonably be considered confidential, it being acknowledged by each party hereto that the other party is the owner of valuable trade secrets, know-how, data and other confidential and/or proprietary information and may, in the course of its business, also come to possess such information belonging to third parties;
“Effective Date”	the date on which this Works are paid for by the Licensee;
“Intellectual Property”	copyright, database right, patents registered and unregistered, design rights registered and unregistered, trademarks registered and unregistered, trade dress rights, semi-conductor topography rights and all other industrial commercial or intellectual property rights existing in any jurisdiction and all rights to apply for the same (including any extensions or renewals thereof), whether such rights are now known or existing or may hereafter come into existence, and all rights to apply for the same;
“Licensed Product(s)”	Any digital product published by Licensee
“Territory”	WORLD
“Term”	the period specified in Clause 1 of Schedule I of this Agreement;
“Work(s)”	the work(s) as set out in Schedule III.

 

1.2            Headings in this Agreement shall not affect its interpretation.

1.3            A reference to any party shall include that party’s successors and permitted assigns.

1.4            Any words following the terms including, include, in particular 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.

1.5            References to Clauses and Schedules are to the clauses and schedules of this Agreement; references to Clauses are to Clauses of the relevant Schedule unless specified otherwise. 

 

2                GRANT OF RIGHTS

2.1            Subject to the terms of this Agreement, the Licensor grants to the Licensee for the Term the non-exclusive rights in the Territory:

2.1.1           to publish, distribute and sell the Works by way of incorporation in the Licensed Product(s) only;

2.1.2           to manipulate the Works for the purpose of such publication, distribution and sale solely to the extent necessary to integrate the Licensee’s proprietary or licensed software with the Works;

2.2            In respect of each of the Works, the licence granted in Clause 2.1 only extends to the Licensed Products specified in Schedule IV.

2.3            Except as expressly provided in Schedule I or solely to the extent as may be strictly necessary for the purpose of technically enabling the rights specifically granted to, and the obligations undertaken by it, pursuant to this Agreement:

2.3.1           the Licensee shall not grant sub-licences, in whole or in part, of any of the rights granted under this agreement or sub-contract any aspects of exploitation of the rights licensed to it without Licensors prior written consent.

2.3.2           use the Work(s) in any product not specifically authorized pursuant to this Agreement;

 

3                LICENSEE’S OBLIGATIONS

3.1            The Licensee shall ensure that the Works is kept secure and in an encrypted form and shall use the best available practices and systems applicable to the use of the Works in the Licensed Product(s), including technical, physical, and organizational controls of the data, to:

3.1.1           enforce the territorial and use restrictions of this Agreement; and

3.1.2           prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Works

3.2            If the Licensee becomes aware of any misuse of the Works, or any security breach in connection with this Agreement that could compromise the security or integrity of the Works or otherwise adversely affect the Licensor, the Licensee shall, at the Licensee’s expense, promptly notify the Licensor and fully cooperate with the Licensee to remedy the issue as soon as reasonably practicable.

 

4.               CONFIDENTIAL INFORMATION

4.1            Except as expressly provided herein, each party shall at all times during the term of this Agreement and thereafter:

4.1.1           use its best endeavours to keep all Confidential Information confidential and not disclose any Confidential Information to any other person or entity; and

4.1.2           not use any Confidential Information for any purpose other than the performance of its obligations and the exercise of its rights pursuant to the terms of this Agreement.

5.1.          only such Confidential Information as necessary to comply with the court’s order.

5.2            The obligations under this Clause shall survive the termination of this Agreement for a period of three years.

 

6                LICENSORS WARRANTIES

6.1            The Licensor represents and warrants to the Licensee that:

6.1.1           it has all rights necessary to enter into this Agreement and to grant the rights granted herein; and

6.1.2           the Works contains no material which is obscene or defamatory or which infringes the copyright of any third party.

 

7                LICENSEE’S WARRANTIES

7.1            The Licensee represents and warrants to the Licensor that:

7.1.1           it will not permit any User to make any unauthorized use of the Works and that it will not condone any such use;

7.2            The warranties set out above are in lieu of any other warranties, terms and conditions, all of which are excluded to the fullest extent permitted by law.

 

8                TERMINATION

8.1            Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated forthwith:

8.1.1           by either party with immediate effect by giving notice in writing to the other party if:

1. the other party commits any material or persistent breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed within 30 (thirty) days after the receipt of a written request from the party seeking to terminate the Agreement to remedy the same;
2. the other party shall have been unable to perform its obligations under this Agreement for a period of thirty (30) consecutive days or for periods aggregating ninety (90) days in any year of this Agreement;
3. control of the other party is transferred to any person or persons not being the person or persons in control at the Effective Date who is a competitor  of the first party (it being understood that the parties are obligated to inform each other by written notice of any such change of control within seven (7) days after it takes effect).

 

9                EFFECT OF TERMINATION

9.1            On termination of this Agreement for any reason:

9.1.1           all rights and obligations of the parties shall immediately terminate (save for such rights of action as shall have accrued prior to such termination and any obligations which expressly or by implication are intended to come into or continue in force on or after such termination);

9.1.2           the Licensee shall continue to strictly adhere to the provisions of this Agreement relating to any of the Publisher’s Intellectual Property or Confidential Information in the Licensee’s possession or control, and shall promptly return such property to the Publisher upon the Publisher’s request.

9.2            The Licensee shall, within seven (7) days of termination, remove the Works from the Licensed Product(s), destroy all copies of the Works supplied to the Licensee by the Licensor.

 

10             GENERAL

10.1         This Agreement may not be assigned or transferred by either party without the other party’s prior written consent.

10.2         This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes and revokes all prior agreements, understanding, negotiations and discussions whether written or oral between the parties relating to such subject matter.

10.3         This Agreement may not be amended, varied or supplemented other than in writing signed on behalf of both parties by their respective authorized representatives.

10.4         Any notice required by a party to this Agreement may be sent by registered mail, courier or by facsimile transmission to the address of the other set out above (provided, in the case of facsimile transmission, that a confirmation copy is sent by registered mail or courier within 24 hours of being so sent), and if so sent shall be deemed to have been served when received by the other party.

10.5         The failure of any party to enforce any provision on any one or more occasion shall not affect its right to enforce another provision or the same provision on any other occasion.

10.6         The relationship between the parties established by this Agreement is that of independent parties and nothing contained in this Agreement shall be construed or be deemed to create a partnership, joint venture or other joint undertaking; nor shall anything contained in this Agreement be construed or deemed to create the relationship of principal and agent between the parties.

10.7         If any provision of this Agreement is void or unenforceable or renders the Agreement or any part of it void or unenforceable then that provision shall be severable from the remainder of the Agreement, which shall continue in force and be construed as if such provision had never been contained therein.

10.8         This Agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.

 

SCHEDULE III:  THE WORK(S)

 

The Trivia Pack purchased by the Licensee on BuyQuizQuestions.com

  

SCHEDULE IV:  THE LICENSED PRODUCT(S) 

 

1                Any digital or physical product published by the Licensee

Except where expressly permitted in this Agreement, the Licensee shall not incorporate the Publisher Material in any other online service or other information storage or retrieval system in existence now or hereinafter invented.