OPERATOR UGC LICENCE
Operator User Generated Content License
Last Updated: March 24, 2022
This FoodieTube UGC Footage License Agreement (“ License ”) is made by FoodieTube Limited (“ FoodieTube ”) in favour of Licensee with respect to the Licensed Work “purchased” by Licensee through the FoodieTube site https://operators.foodie.tube upon payment of the Subscription License Fee.
1.1 "Branded" means a version of a Licensed Work containing the FoodieTube logo and other means of identifying the FoodieTube brand.
1.2 “Subscription Fee" means the monthly or annual fee displayed at the point of purchase to subscribe to the site https://operators.foodie.tube. The Licensee must pay the Subscription Fee, and any applicable taxes, prior to downloading any content from the site. All subscriptions are final and non-refundable.
1.3 “Licensed Work" means the video footage clip(s) that is included in the Subscription License Fee and that the Licensee downloads from FoodieTube.
1.4 “Licensee" means the owner of the FoodieTube account that subscribes in order to access and download the Licensed Work. If the FoodieTube account owner is an organizational entity, the organization shall nominate a single employee who will have the sole right to use the Licensed Work as permitted hereunder.
1.5 “Licensee Project" means an existing or future audiovisual work created or owned by Licensee, which includes using the Licensed Work on a standalone basis.
1.6 “Permitted Distribution” means distribution, whether monetized or not, by (a) online means including social media; and (b) computer or television screen in premises owned and operated by the Licensee (e.g. restaurant, bar, or café). For clarity, Permitted Distribution does not include linear television (e.g., broadcast, cablecast, or satellite television), physical media (e.g., DVDs or Blu-Ray discs), or commercial theatrical release.
2. Rights Granted.
2.1 License. Subject to Licensee’s compliance with the terms hereof, FoodieTube grants Licensee a limited, non-perpetual, non-exclusive, worldwide, and royalty-free, non-transferrable, non-assignable, non-sublicensable right and license to use the Licensed Work in an unaltered state within one or more Licensee Project(s) for Permitted Distribution. The foregoing license includes the right to make copies of the Licensed Work for internal purposes and the right to stream, distribute, and transmit, the Licensed Work as part of each Licensee Project for Permitted Distribution.
2.2 License Expiry. The license to use a Licensed Work as part of a Licensee Project expires when the Licensee cancels or requests cancellation of payment of the Subscription Fee. On expiry, no further distribution of a Licensee Project that includes the Licensed work is permitted. For the avoidance of doubt, any Licensee Project that includes the Licensed work that is already in use does not need to be removed or deleted by the Licensor but no additional distribution is permitted.
2.2 Delivery of Video Files. Upon payment of the Subscription Fee, the Licensed Work will be made available for download through the FoodieTube service.
3.1 Prohibited Uses. Licensee shall not use or otherwise exploit the Licensed Work in any work that:
depicts sexual activity; is pornographic or obscene; contains defamatory statements; contains hateful or discriminatory speech; contains excessive violence; infringes upon any third party’s rights; or violates any applicable law;
advertises or promotes any of the following: online gambling; tobacco (including e-cigarettes); pharmaceutical products; illegal or recreational drugs; firearms; or any sex industry products or services; or
presents any recognizable person from the Licensed Work in a manner that (i) would be considered unflattering or unduly controversial by a reasonable person or (ii) is connected to political campaigning (including the endorsement of any party, candidate, or platform or any negative political advertisement).
3.2 No Use of Stills. Licensee may not, without FoodieTube’s prior written consent, use stills (i.e., single frames) from the Licensed Work: (i) in any advertisement or physical or digital poster for a Licensee Project, (ii) in any cover for any physical media concerning a Licensee Project, (iii) in electronic or digital templates for the purpose of resale (v) to create any customized products for the purpose of resale to a third-party, or (vi) in trademark, design mark, tradename, business name, service mark or logo.
3.3 No Standalone Use. Licensee may not sell or sublicense, or otherwise exploit the Licensed Work.
3.4. No Machine Learning, AI or Biometric Technology Use. Licensee may not use the Licensed Work for any machine learning and/or artificial intelligence purposes, or in connection with any technologies designed or intended for the identification of natural persons.
3.5. No Metadata Exploitation. Licensee may not use the caption information, keywords, accompanying text or other metadata associated with the Licensed Work separate and apart from the Licensed Work, or allow third parties to access or use any such information.
3.6. Attribution. Licensee is not permitted to remove any logos from Branded work. Where the Licensed Work is not Branded, the Licensess does not need to provide attribution with respect to the authorized use of the Licensed Work.
3.7. Audit. Within 30 days of receiving written notice from FoodieTube, Licensee must provide FoodieTube with free access to copies of the Licensee Project(s) containing the Licensed Work for the purpose of determining compliance with the terms hereof.
This License shall automatically terminate upon Licensee’s breach of Section 3.1 or failure to pay the Subscription Fee. FoodieTube may terminate this License for any other breach by Licensee if, after providing 30 days’ notice of the breach, the breach remains uncured. In the event of termination, Licensee must cease using the Licensed Work in any way, delete or destroy all copies of the Licensed Work (to the extent practicable and legally permissible), and confirm to FoodieTube in writing that it has done so.
5. Intellectual Property.
As between FoodieTube and Licensee, all right, title, and interest in and to the Licensed Work and any Composite shall remain the property of FoodieTube and/or the original licensor. All rights not expressly granted are reserved. Licensee may not represent or suggest that it (a) is endorsed by or affiliated with FoodieTube, the original licensor, or any person featured in the Licensed Work; or (b) is the owner or original creator of the Licensed Work or any work that is comprised mostly of the Licensed Work.
6. Representations and Warranties.
(a) Each party represents and warrants that it has the right and authority to enter into this License. (b) FoodieTube represents and warrants that (i) it has the right to grant the licenses set forth herein; and (ii) to the best of FoodieTube’s knowledge, the Licensed Work, in its original, unaltered form, does not infringe upon any third-party intellectual property right. (c) Licensee represents and warrants that each Licensee Project (except for the Licensed Work) does not and will not violate any third-party rights, including intellectual property rights.
7. Limitations on Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOODIETUBE SHALL NOT BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES; OR (B) ANY AMOUNT EXCEEDING £100.
FoodieTube provides the Licensed Work on an “as is” basis. FoodieTube makes no promises that the Licensed Work will be suitable for Licensee’s needs or that the digital files relating to the Licensed Work will be available in perpetuity. EXCEPT AS EXPRESSLY PROVIDED HEREIN, FOODIETUBE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.
9.1 Licensee will indemnify, defend, and hold harmless FoodieTube and its subsidiaries, parents, affiliates, directors, officers, employees, agents, and original licensors from all Losses arising from any Claim arising from: (a) the use of the Licensed Work in violation of this License; (b) Licensee’s breach of any term hereof; or (c) any Licensee Project that uses the Licensed Work.
This License (a) shall be governed by the laws of England (b) sets forth the entire understanding of the parties regarding the Licensed Work; and (c) may not be modified except in a writing that is physically signed by an authorized representative of FoodieTube. Any dispute between the parties shall be resolved in the courts of England.
For inquiries regarding this License, please contact us by email firstname.lastname@example.org
Notices shall be sent to FoodieTube at the address below:
Thistle House, 12 Market Place
Woodstock, Oxfordshire, OX20 1TA