1. Defined Terms
The defined terms and rules of interpretation in the Website Terms of Use shall have the same meaning in this licence agreement.
2. Licence
3. Intellectual property rights
3.1 You agree, confirm, warrant and represent that by uploading each Material onto our site that:
3.1.1 you own or control of all Intellectual Property Rights in the uploaded Material and/or have the right to use the Intellectual Property Rights in the uploaded Material;
3.1.2 you have full power and authority to grant us a licence to store the Material on our server and to use and display the Material in accordance with our Website Terms of Use;
3.1.3 the uploaded Materials do not infringe any third party’s Intellectual Property Rights and that you will notify us immediately in writing if the uploaded Materials infringe any third party’s Intellectual Property Rights or you receive notice of a claim that the uploaded Materials infringe any third party’s Intellectual Property Rights;
3.1.4 no royalties, fees or costs are payable by us to you or any third party in respect of the uploaded Materials;
3.1.5 the Materials uploaded on our site by you comply with the Content Standards set out in our Website Acceptable Use Policy;
3.1.6 we may remove, at our sole discretion and without notice, any uploaded Material that we believe may infringe a third parties’ Intellectual Property Rights or contravenes our Website Acceptable Use Policy; and
3.1.7 you will indemnify us against all demands, costs, claims, damages, losses, penalties, fines and expenses (including legal fees) arising as a result of any claim or action that the Materials uploaded by you infringe any Intellectual Property Rights belonging to a third party.
3.2 We confirm that you retain all Intellectual Property Rights in each uploaded Material and nothing in this licence shall be taken to grant any rights to us in respect of such Intellectual Property Rights.
4. Term and Termination
4.1 This licence shall commence on the date that you upload
Material onto our server and shall continue from year to year indefinitely, unless terminated by you by providing 10 business days notice in writing and satisfactory evidence of Material ownership to admin@protectyourideas.com.
4.2 On receipt of written notice and evidence of Material ownership in accordance with clause 4.1, we will use all reasonable endeavours to remove the Material from our server and our site.
5. Assignment
We reserve our right to assign, without your consent and at our sole discretion, the benefit of all or any of your obligations, or any benefit we enjoy under this licence to a third party.
6. Severance
6.1 If any provision (or part of a provision) of this licence is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
6.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of this licence.
7. Jurisdiction and applicable law
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These terms of use are governed by English law.