Group Membership Agreement

1.  Introduction

1.1   You have previously registered as a Registered User of the BCre8ive online platform pursuant to an agreement (“the Registered User Agreement”) between you and BCre8ive Limited (Company No. 07606648) whose registered office is at 88 Gladesmore Road, London N15 6TD (“we” “us” “our”), pursuant to which we have provided you with the basic Platform Services. The most recent version of the Registered User Agreement is found [here]. All capitalized terms used in the Registered User Agreement shall have the same meaning in this agreement unless the context admits otherwise.

1.2   You have been provided with this further agreement as you wish to upload Content to the Platform. By uploading Content you are agreeing to our use of the Content as set out in this agreement, and also to the terms by which you may be offered participation in one or more Groups. For the avoidance of doubt, this agreement is an agreement for Content Services as referred in the Registered User Agreement.

1.3   By uploading Content you are agreeing (a) to continue to be bound by the Registered User Agreement, as the same may have been updated as at the date of this agreement, and (b) to observe and be bound by the terms of this agreement, as they may be modified from time to time. If you do not agree to these terms, you may not upload Content to the Platform not participate in any Group.

1.4   In the event that you have previously uploaded Content to the Platform then the terms of this agreement shall apply to all Content previously uploaded, in addition to Content you upload now. If you upload Content in the future then the terms of this agreement shall also apply to that Content, unless pursuant to that future upload you accept a new agreement with us.

1.5   Where you are a co-owner of Content, you are responsible for making all arrangements necessary for you to enter into this agreement on behalf of each owner and you are holding yourself out as agent for each other owner for the purposes of making this agreement.

1.6   We reserve the right to amend the terms of this agreement at any time. Amendments will take effect when posted on the Website or when notified to you via email. Notwithstanding the foregoing, any materially onerous amendments or provisions which grant us the right to exploit Content in a materially different manner than as provided hereunder shall be presented to you with the opportunity for you to accept or decline the amended terms before we may apply those terms. If you decline to accept these changes, then our use of Content shall continue to be governed by the terms of this agreement but you may be restricted from using some or all of the services available from the Platform, which may being no longer able to participate in Groups.

2.  Definitions

 3.  Use of Content

3.1   By uploading Content to the Platform you are granting us the right (but not the obligation) during the Usage Period to (a) disclose the Content to persons engaged by us for the purposes of assessment; and (b) to make the Content viewable to other Registered Users via the Platform, including displaying the same in the Talent Pool; and (c) to the extent that the Content is or becomes an Artefact, to permit Group Members to add or amend to the Artefact in order to create a Group Artefact and to provide the tools for uploading and downloading the same to and from the Platform; and (d) to the extent that any Artefact is published in public forums, to make available the Content to non-users for the purposes of promoting the Artefact and the Platform.

3.2   To the extent that a Group Artefact is created from Content, you may not withdraw the Content from the Platform other than pursuant to the notification procedure set out at the Website for discontinuing the relevant Group. Save in respect of a Group Artefact, you may withdraw Content from the Platform at any time and all rights in such Content granted to us (other than pursuant to clause 3.3) shall revert to you.

3.3   You grant us the right to create Derivatives of Content as required for the functionality of the Platform and/or to create a further “archive copy” of the Content as may be required for record keeping purposes only and for the purposes of identifying authorship of Artefacts. The copyright in the archive copy and the Derivatives shall be owned by us and we shall be entitled to retain the same beyond the expiry of Usage Period but we shall not exploit the Derivatives other than for the foregoing purposes.

3.4   To the extent of your interest therein, you grant us the right to publish Group Artefacts for the purposes of promoting the Platform.

3.5   You grant us the right to pass on such of your profile information from your Platform Account as is reasonably required for the formation and maintenance of a Group to which you are a member.

3.6   Notwithstanding the foregoing rights in the Content, we may remove or temporarily suspend holding any Content on the Website at any time without notice.

3.7   During the Usage Period you may request a copy of the relevant archive records for the purposes of evidence in any claim against or by you concerning the ownership of Artefacts, and we shall provide the same subject to the payment of reasonable administration costs.

4.  Limitation of Liability

4.1   We shall not (and nor shall any director, subcontractor or employee of ours) be liable for any financial loss (including consequential financial loss or loss of opportunity) caused to you in connection with publishing of Content at the Website or the exploitation of the rights granted to us hereunder.

4.2   Without limitation to the provisions of clause 4.1, you acknowledge that we are not responsible for the conduct of other Registered Users and/or Group Members and you hold us harmless against any claims resulting therefrom.

4.3   You acknowledge that the use of the Website may expose you to material provided by other users which may be defamatory, blasphemous, injurous or otherwise offensive and that we are not responsible for such material, and you hold us harmless against any claims resulting therefrom.

4.4   Nothing in this agreement shall limit our liability to you in respect of any claim for fraud or any act or omission that may deliberately or negligently cause injury or death to any person.

5.  Warranties and Indemnities

5.1   You warrant that you have the authority to enter into this agreement and to grant us the rights to deal with the Content as provided without infringing the rights of any third party.

5.2   You warrant that you are the producer, owner and controller of any audio content, musical work, literary work, photographs, films, videos, soundtracks and/or other copyright material embodied in the Content, and that to the extent that any permission or consent is required in order for you to use the Content and to grant rights to us then such steps have been taken prior to uploading.

5.3   You warrant that in respect of any Content containing mature content (violence, sexual content, mature language etc) you have indicated the same where prompted to do so via the Platform.

5.4   You warrant that where Content has been created by more than one person than you that you are fully entitled to make this agreement on behalf all persons involved in the creation of the Content, and that we may deal with you as agent on behalf of all the creators of the Content.

5.5   You warrant that all necessary consents, licences, clearances and waivers necessary to effect the rights granted hereunder in respect of the Content have been granted and in particular if any third party performance which is embodied in the Content or any services have been provided by any third party relating to the creation of the Content then they have granted all consents necessary in writing and have waived their moral rights in the Content, and you shall if requested by us provide a copy of such consents.

5.6   You warrant we shall not be responsible for any payment to any third party by virtue of our use of the Content and that you have or you shall make or procure that any and all payments are made to any third parties including any Musician Union payments or other payments arising out of the exploitation of the rights granted hereunder.

5.7   You warrant that there are no restrictions relating to the Content and the Content is not subject to any prior licence, grant or encumbrance (other than to pay rate card licence fees to the relevant collecting societies in respect of making available a musical work or sound recording).

5.8   You indemnify us against any loss (including legal fees) that we may suffer resulting from any claim against us inconsistent with any representation made by you in this agreement.

6.  Appointment of Mentors

6.1   You and other Group Members may be invited to or wish to appoint Mentors via the Platform. The engagement of Mentors shall be pursuant to a separate agreement (“Mentor Agreement”) between you, the relevant Group Members and the Mentor.

6.2   You agree to be responsible for payment of the fees owing to the Mentor pursuant to the Mentor Agreement.

6.3   Nothing in this agreement shall oblige us to provide the services of the Mentor. In the event that the Mentor declines to provide such services, your sole remedy shall be the rights provided pursuant to the Mentor Agreement.

6.4   Whilst Mentors have been selected in good faith, we shall have no liability to you for the performance, act or omission of any Mentor engaged via the Platform or otherwise.

7.  Formation of a Workshop and Application to Participate in a Lab

7.1   Subject to the rules set out at the Website, Group Members may apply, using the tools available at the Platform, to form a Workshop.

7.2   Subject to the rules set out at the Website, Group Members which are already in a Workshop and may apply, using the tools available at the Platform, to be considered for participation in a Lab.

7.3   In order to form a Workshop or apply to participate in a Lab, Group Members shall be required (a) to have appointed a Mentor pursuant to a Mentor Agreement and (b) to enter into a Development Agreement under which the rights in the Group Artefact shall be held by us on trust for the Group.

7.4   We reserve the right to decline any application to form a Workshop or participate in a Lab without giving reasons. Without prejudice to the foregoing, an application to participate in a Lab shall require an independent assessment by the Group’s Mentor.

8.  Conduct in a Group

8.1   Whilst participating in any Group you shall conduct yourself at all times in accordance with the conduct required pursuant to the Registered User Agreement and you shall also act courteously and in good faith towards the Group Members.

8.2   With respect to decisions regarding the Group Artefact, you acknowledge that in order for certain decisions to be made you may be required to submit to decision-making protocols and tools provided at the Platform and you agree to abide by the outcome of the same.

8.3   You agree that we may for the purposes of the Platform monitor all communications made via the Platform between you and Group Members and keep an archive copy of the same.

8.4   You acknowledge that as between the Group Members all discussions regarding the Group Artefacts and the contributions of the Group shall be treated as confidential and you shall not disclose or otherwise disseminate such confidential information except as reasonably required for the purposes of the Group.

8.5   You shall notify us promptly of any material you receive from a Group Member or activity within a Group which you consider to be offensive or illegal or otherwise in breach of the Registered User Agreementor the provisions of this clause 8.

9.  Intellectual Property and Exploitation of Group Artefacts

9.1   Subject to the rights granted to us pursuant to clause 3, you shall retain ownership of all Content uploaded by you to the Platform. Notwithstanding the foregoing, and without prejudice to your rights in the underlying Content, you agree that Group Artefacts are common property of the relevant Group and may not be exploited except with the consent of all contributors in the Group and you shall not make any agreement or grant any licence in respect of Group Artefacts other than pursuant to an agreement with those Group Members.

9.2   Without limitation to the provisions of clause 9.1, you acknowledge that we have an interest in the exploitation of Group Artefacts and that you shall not (a) during the Usage Period, exploit or grant rights to any third party, other than via the Platform, the underlying Content in Group Artefacts which are the subject of a current Workshop; or (b) exploit or grant rights to any third party in a Group Artefact which is the subject of an application to join a Lab unless that application is not accepted within a period of [30 days] from first application.

9.3   In the event that you form a Workshop and an offer is made to you and/or to the Group to enter into a Development Agreement and join a Lab it shall be treated as an option exercisable by us for the right to develop the Group Artefact in accordance with the terms of the Development Agreement as set out [link].

10. Law and Jurisdiction

10.1   This agreement (and any dispute, controversy, proceedings or claim of whatever nature in relation to them) shall be governed and interpreted in accordance with English law and the English courts shall have exclusive jurisdiction in relation thereto.