LIVE Contributions Terms
These Terms and Conditions for DNTV Digital Live (“Terms and Conditions”) set out the terms under which You agree to participate in or contribute to the live event organized by DNTV Digital (“DNTV”) as defined in Your Contribution (“Live Event”). These Terms and Conditions should be read in conjunction with the Term Sheet issued to You by DNTV Digital and together these form Your Agreement with DNTV Digital. Any terms not defined in these Terms and Conditions shall have the meaning ascribed to them in the Term Sheet. Please read these terms carefully. You shall be legally bound by these terms when DNTV Digital sends You a countersigned Term Sheet. You are advised to print off and keep a paper copy of these terms.
1.0 Your engagement
1.1. At the time of commissioning Your Contribution to the Live Event, You and the relevant DNTV Digital personnel should agree terms, including any fee to be paid (it is acknowledged that not all Live Event participants shall seek a fee for their Contributions), allowable expenses, Live Event details, the nature and scope of Your Contribution and any special requirements.
1.2. Time is of the essence in this Agreement and any failure on Your part to deliver Your Contribution in accordance with this Agreement shall be deemed to be a material breach UNLESS DNTV has, at its sole discretion, provided You in advance with written confirmation that the details of Live Event and/or Your Contribution thereto have been varied.
1.3. You agree to comply with all reasonable instructions conveyed by DNTV Digital or its nominee(s) and to render in connection with the Live Event all such services as are usually rendered by first class talent in connection with the production of live Live Events by a professional media organization. In this regard, You shall be expected to
a) contribute Your professional skill and experience towards the Live Event, including any specialist equipment or props; and
b) to collate Your thoughts and opinions on the topic(s) as required and be able to express these proactively at the Live Event; and
c) answer reasonably all questions raised by the moderator interviewer and audience as appropriate.
2.0 Fees and expenses
2.1. In consideration of Your Contribution, DNTV Digital shall pay You the Fees in accordance with its terms for Payments to Content Suppliers provided always that if for any legal reason or other cause beyond its reasonable control, including but not limited to breach of this Agreement by You, the Live Event cannot take place DNTV Digital shall have no liability in respect of any payment due under this Agreement and You shall refund those amounts of the Fees paid by DNTV Digital.
2.2. Unless otherwise agreed, You will be reimbursed for reasonable expenses wholly and necessarily incurred in the preparation and delivery of Your Contribution. All expense claims are subject to vetting and approval. Settlement of claims shall be conditional upon:
a) submission by You of a properly itemized claim with copies of all receipts attached; and
b) receipt of claims from You by DNTV Digital no later than one calendar month following the date on which the expenses were incurred; and
c) attachment of Your Reference Number to all expense claims.
3.1. You irrevocably and unconditionally assign to DNTV Digital , with full title guarantee and free from any third-party rights or interest, all rights, title and interest of whatever nature (without limitation, copyright) throughout the world which You have in Your Contribution for it to hold absolutely and royalty free for the full period that these rights subsist including any extensions, revivals, reversions or renewals thereof.
3.2. You recognize that DNTV Digital has the unlimited right to edit, alter, add to, take from, adapt and/or arrange Your Contribution and with regard thereto hereby irrevocably and unconditionally waive the benefits of any provision of law known as “moral rights” (including without limitation any rights You may have under Sections 77 to 85 inclusive of the CDPA) or any similar laws of any jurisdiction.
3.3. DNTV Digital proposes but does not undertake to make a recording of Your Contribution to the Live Event in audio and/or audiovisual format (“Recording”) as it sees fit. You hereby grant to DNTV Digital Your irrevocable and permanent consent:
a) for DNTV Digital or its nominee(s) to make the Recording of Your Contribution; and
b) for reproduction, exhibition, transmission, broadcast and exploitation by DNTV Digital and/or its nominee(s) and/or its licensee(s) of Your Contribution without time limit on a royalty-free basis throughout the universe by all means and media (whether now known or hereafter discovered or developed) without liability or acknowledgement to You.
3.4. You hereby irrevocably and unconditionally acknowledge and agree that:
a) all rights, title and interest of whatever nature (without limitation, copyright) throughout the world in the Recording are retained by DNTV Digital;
b) nothing in this Agreement shall confer upon You any right of ownership in the Recording; and
c) You shall not now or in the future contest the validity or ownership of the Recording.
4.1. You warrant that You a) shall not at any time do anything to bring DNTV Digital brands, trademarks or reputation into disrepute; and are entitled to enter into this Agreement and You are not bound by any third party restriction not to do so, including, but not limited to, the right and authority to license the intellectual property rights in and the use of Your Contribution on the terms and conditions set forth in this Agreement.
5.0 Status of Contributors and Suppliers as Independent Contractors
6.1. This Agreement constitutes the entire and sole agreement between the parties with respect to its subject matter and supersedes any and all previous agreements and understandings in respect thereof, whether written or oral.
6.2. This Agreement shall bind the parties and their respective successors in business and assigns and cannot be changed altered modified or cancelled save by written agreement between the parties hereto and shall be governed and interpreted in accordance with the laws of the United States and Delaware shall be the exclusive Court of Jurisdiction.
7.1 You undertake both during and after the expiring or termination of this Agreement:
a) to protect and treat confidentially all confidential, trade secret or proprietary information regarding DNTV Digital , including technical, commercial, financial and other information which is obtained from DNTV Digital in connection with this Agreement or with the negotiations leading up to it; and
b) not to disclose to any person or company, publish, or use for Your own purpose, without the previous written consent of DNTV Digital , any of DNTV Digital confidential information, the existence of any term of this Agreement (other than terms already set out in the public domain by DNTV Digital ), or the existence of any information about any dispute or disagreement between the parties; and
c) to disclose such documents and information to third parties only so far as it is necessary:
1) for the performance of this Agreement; and/or
2) to Your professional advisers; and/or
3) as required by law.
The obligations of confidentiality set out above shall not apply to any documents or information which You can show:
- a) at the time of their acquisition were in, or at a later date have come into, the public domain, other than following a breach of this clause; or
- b) You knew prior to first disclosure to You by DNTV Digital; or
- c) You received independently from a third party with the full right to disclose.
The provisions of the Confidentiality section shall survive any termination or expiration of the Agreement (for whatever cause or reason).
If You are in the US, pursuant to the Defend Trade Secrets Act of 2016, You shall not be held criminally, or civilly, liable under any Federal or State Trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law.
Moreover, You may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if You file a lawsuit alleging retaliation by DNTV Digital for reporting a suspected violation of the law, You may disclose the trade secret to Your attorney and use the trade secret in the court proceeding, if You file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order.
You further understand that no sections in this Agreement, is intended to or shall limit, prevent, impede or interfere with Your right, without prior notice to DNTV Digital, to provide information to the government, participate in investigations, testify in proceedings regarding DNTV Digital’s past or future conduct, or engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency.