Image Rights Policy

Zero Gravity Tech Ltd has the absolute right to the podcast episode, and to the use of the episode. This is including but not limited to sharing of the episode on the Zero Gravity Platform, website, social media and content distribution channels. See below for the full legal breakdown.

Assignment of Image Rights Policy

Contents

1. Definitions and Interpretation

2. Assignment

3. Term

4. Consideration

5. Warranties

6. Consents

7. Obligations of the Assignee

8. Obligations of the Assignor

9. Indemnities

10. Moral Rights

11. Termination

12. General

PARTIES

(1)

Podcast Guest (the "Assignor"); and

(2)

[• ], Zero Gravity Tech Ltd (the "Assignee")

(each a "Party" and together the "Parties").

INTRODUCTION

  1. The Assignor is the owner of the Image Rights (as defined below). The Assignor wishes to assign to the Assignee various rights in relation to the Image Rights.

  2. The Assignor and the Assignee have agreed that the Assignee shall be exclusively responsible and have under its control all commercial and promotional rights relating to the Image Rights of the Assignee within the Territory upon and subject to the terms set out in this Assignment.

IT IS AGREED THAT:

  1. Definitions and Interpretation
    1. In this Assignment ("Assignment") the following words have the meanings set out below unless stated otherwise:

"Commencement Date" means the date set out at the head of this Assignment;

"Image" includes but is not limited to name, nickname, reputation, initials, image, likeness and/or fair likeness, slogan, signatures and autograph developed from time to time, shirt number, caricature, voice, statements, biographies, codes, logos, get ups, testimonials, team or squad number (which may be allocated to the Assignor from time to time) endorsements, photographs, performances, video portrayal or film portrayal or sound recording, biographical information, graphical representation, electronic, animated or computer generated representation or any other means of endorsement or identification and so forth of the Assignor;

"Image Rights" means the right for any commercial or promotional purposes to use without limitation any relevant registered or unregistered UK and foreign copyrights, trade marks or design rights (whether or not registered), moral rights, patents, performance rights, database rights, broadcasting rights, other new media rights, rights of publicity, so called personality rights, and all rights to privacy which exist now or in the future and which are owned by or which subsist in the Assignor’s Image. It also includes goodwill and other intellectual property rights that subsist or are capable of registration in relation to the use, exploitation, reproduction of or association with or otherwise of the Assignor, the Assignor’s Image or any other representation of the Assignor including her personal appearance, endorsements and non-endorsements and/or any other right or quasi right which subsists anywhere in the world in the Assignor’s Image, the Assignor’s promotional services and the Assignor’s performances together with the right to apply for a cessation of any such rights; and

"Territory" means the whole of the world.

  1. In this Assignment (except where the context otherwise requires):
    1. words denoting the singular include the plural and vice versa;

    2. words denoting any gender include all other genders; and

    3. any reference to "persons" includes individuals, bodies corporate, companies, partnerships, unincorporated associations, firms, trusts and all other legal and commercial entities.

  2. Any reference to a statute, statutory provision or subordinate legislation shall be construed as referring to that statute, statutory provision or subordinate legislation as amended, modified, consolidated, re-enacted or replaced and in force from time to time, whether before or after the date of this Agreement and shall also be construed as referring to any previous statute, statutory provision or subordinate legislation amended, modified, consolidated, re-enacted or replaced by such statute, statutory provision or subordinate legislation.

  3. Any reference to a statutory provision shall be construed as including references to all statutory instruments, orders, regulations or other subordinate legislation made pursuant to that statutory provision.

  4. Clause headings and the table of contents of this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

  5. Any reference to a clause, sub-clause, paragraph or schedule is to the relevant clause, sub-clause, paragraph or schedule of this Agreement unless stated otherwise.

  6. Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.


  1. Assignment
    1. The Assignor with full title guarantee assigns the Image Rights to the Assignee absolutely throughout the Territory for the Term.

    2. The Assignor agrees that the Assignee has the right to exploit the Image Rights within the Territory, and the Assignee agrees not to use the Rights in any way which would tend to allow them to lose their distinctiveness or become liable to mislead the public and/or use the Rights in any way which is materially detrimental or inconsistent with the name, goodwill, reputation and Image of the Assignor.

    3. Except as expressly provided for in this Assignment neither Party shall, without the prior consent of the other Party (such consent not to be unreasonably withheld, delayed or conditioned), assign, transfer, charge or deal in any other similar manner with this Assignment or the Image Rights or any part of them under this Assignment, nor purport to do the same, nor subcontract any or all of the obligations under this Assignment.


  2. Term
    1. This Assignment shall enter into force upon the Commencement date and shall continue in force unless terminated in accordance with clause 11 below or otherwise if agreed in writing between the Parties (the "Term").


  3. Consideration
    1. The consideration for the assignment by the Assignor to the Assignee of the Image rights shall be satisfied with the allotment an issue at completion of this Assignment with [ ] ordinary shares for [£ ], credited as fully paid, of the share capital of the Assignee to the Assignor, receipt and sufficiency of which is hereby acknowledged by the Assignor.


  4. Warranties
    1. The Assignor warrants to the Assignee that:
      1. the Assignor is the sole owner of the Image Rights and has full power to enter into this Assignment;

      2. the exercise by the Assignee of the rights assigned to it under this Assignment shall not infringe the rights of any third party;

      3. the Assignor will not enter into any agreement for the exploitation or the use of the Image Rights during the Term throughout the Territory; and

      4. during the Term, The Assignor will not enter into any agreement for the exploitation of the Image Rights within the Territory.


  5. Consents
    1. For the purposes of the commercial exploitation of the Image Rights, or with a view to generating income for the Assignee, the Assignor consents to the Assignee using the Image Rights within the Territory in connection with and in furtherance of (without limitation):
      1. opportunities involving the endorsement of merchandise;

      2. media opportunities, including television, radio, press, internet/website, and public relation opportunities;

      3. personal appearances, image exploitation and other promotional opportunities;

      4. opportunities involving the Assignor’s intellectual property generally; and

      5. such other opportunities as the Assignee may reasonably consider as being in the interests of the Assignor from time to time.

    2. The Assignee shall have the right and ability to grant licences of any of the Image Rights to third parties, provided however that such licences shall only be granted where:
      1. the grant of the licence by the Assignee is in furtherance of the commercial objectives to exploit the Image Rights or generate income for the Assignee;

      2. the terms of such licence shall be appropriately documented in an enforceable and binding contract; and

      3. the terms of such licence limit the exercise and exploitation of such Image Rights to the Territory as defined in this Assignment.


  6. Obligations of the assignee
    1. The Assignee shall at all times when dealing with the Image Rights:
      1. act in the utmost good faith and diligently to promote the Image Rights;

      2. notify the Assignor in writing of all agreements and/or other arrangements proposed to be entered into in relation to the Image Rights; and

      3. take all action necessary to protect the Image Rights including, where appropriate, taking action to prohibit any unauthorised use of the Image Rights (or any of them).


  7. Obligations of the Assignor
    1. The Assignor shall make themselves available to the Assignee and any such third party as is required by the Assignee at such times and in such places as the Assignee shall reasonably require as follows:
      1. carry out promotional (including photo shoots) or community activities on behalf of the Assignee or any third party with whom the Assignee shall have entered into an Assignment;

      2. give interviews (exclusive or otherwise) or provide information to the Assignee or any third party, for publication by the Assignee (or any third party) in the media (which shall include, print media, broadcast media, mobile wireless media or the internet or any website of the Assignee or the Assignor); and

      3. participate in personal appearances, promotional activities and any other similar activities.

    2. The Assignor shall, at the request of the Assignee, co-operate fully with the Assignee in relation to any action taken by the Assignee against third parties in relation to the infringement or misuse of any of the Image Rights, the costs of such action to be borne by the Assignee.

    3. The Assignor shall, at the request of the Assignee, provide their consent to the registration by the Assignee of the Image Rights (as applicable) as a trade mark, design, copyright, domain name or URL.


  8. Indemnities
    1. The Assignee undertakes to indemnify the Assignor and keep the Assignor at all times during the Term fully indemnified from and against all actions, proceedings, claims, demands, costs (including the legal costs of the Assignor on an indemnity basis), awards and damages arising directly or indirectly as a result of any breach or non-performance by the Assignee of any of the Assignee’s warranties or obligations under this Assignment and/or any breach of any agreement and/or arrangement entered into by the Assignment and any third party as a result of any act, omission or non-performance by the Assignee of its warranties or obligations thereunder.

    2. The Assignor undertakes to indemnify the Assignee and keep the Assignee at all times during the Term fully indemnified from and against all actions, proceedings, claims, demands, costs (including the legal costs of the Assignee on an indemnity basis), awards and damages arising directly or indirectly as a result of any breach or non-performance by the Assignor of any of the Assignor’s warranties or obligations under this Assignment and/or any breach of any agreement and/or arrangement entered into by the Assignor and any third party as a result of any act, omission or non-performance by the Assignor of its warranties or obligations thereunder.


  9. Moral rights
    1. The Assignor waives all their moral rights arising from the Image Rights pursuant to Section 87 of the Copyright, Designs and Patents Act 1988 to the extent permitted by law.


  10. Termination
    1. Either Party may terminate this Assignment in the event that the other Party:
      1. has a receiver appointed over all or any part of its assets;

      2. enters into any compromise or arrangement with its creditors;

      3. enters into liquidation (in the case of the Assignee) whether voluntary of compulsory (otherwise than for the purposes of amalgamations or reconstruction) or becomes bankrupt (in the case of the Assignor); or

      4. commits a material breach of the terms and conditions of the Assignment and either:
        1. the breach is not capable of remedy; or

        2. if the breach is capable of remedy, the breach is not remedied within 28 days of a written request from the Party not in breach.

    2. Termination of this Assignment shall not affect any agreement entered into by the Assignee with any other third party in relation to the Image Rights (or any of them) prior to such termination.

    3. Subject to clause 11.2 above, in the event of termination for any reason, the Image Rights shall revert to the Assignor.


  11. General
    1. This Assignment contains the whole agreement between the Parties and supersedes any prior written or oral agreement between them in relation to its subject matter and the Parties confirm that they have not entered into this Assignment on the basis of any representations that are not expressly incorporated into this Assignment.

    2. All rights not specifically and expressly granted to the Assignee by this Assignment are reserved to the Assignor.

    3. Nothing in this Assignment shall be deemed to constitute a partnership between the Parties nor the relationship of employer and employee between the Parties.

    4. Either Party may at any time assign, transfer, charge, declare a trust in respect of or deal in any other manner with any of its rights or interests under this Assignment but may not assign, sub-contract or transfer any of its obligations under this Assignment.

    5. No person who is not a party to this Assignment shall have any right to enforce this Assignment (or any agreement or document entered into pursuant to this Assignment) pursuant to the Contracts (Rights of Third Parties) Act 1999.

    6. The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Assignment shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Assignment.

    7. This Assignment and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

    8. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England in relation to any claim or matter arising out of or in connection with this Assignment (including non-contractual disputes or claims).


IN WITNESS of which the parties have signed this Assignment on the date set out above.

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