1. The following shall constitute an Agreement effective from the date (“Acceptance Date”) on which you submitted the Content (as defined below) and thereby accepted the Terms of this Agreement. These terms and conditions govern the contractual relationship between Car Throttle Limited of 2nd Floor, Clover House, 147-149 Farringdon Road, London, EC1R 3HN, United Kingdom, its successors, affiliates, licensees and assigns (“Car Throttle”, “Licensee” “us” or “we”) and you (“Licensor” or “you”) in relation to the grant of rights being provided by you in relation to the Content.
2. The submitted visual or audio-visual content (the “Content”) shall become the sole property of Car Throttle.
3.By accepting this Assignment Agreement, I affirm, represent and warrant that I am the sole owner of the Content, or that I have the necessary licenses, rights, consents and permissions to submit this video and thereby grant Car Throttle exclusive ownership. I warrant and undertake to Car Throttle that I am the full and legal owner of all rights (including, without limitation, any and all intellectual property rights) in and to the Content.
I confirm that I have not entered into any other exclusive sales or distribution agreements relating to this video.
I confirm that I have not submitted the video to competitions or given permission for use of this video to anyone.
I confirm that no part of the Content violates or will violate, or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, music, dramatic, personal, private, civil, property, privacy or publicity right or “moral rights of authors” or any other right of any person or entity, and shall not give rise to a claim of slander or libel.
4. Car Throttle will share all revenue generated from license sales of the Content with me. Car Throttle will retain a 70 per cent commission on all revenues in return for the promotion, distribution and management of the Content. The remaining 30 per cent will be transferred to me on a net 60 basis after the Content has been licensed, either via bank transfer, Paypal or any other mutually agreed payment service.
5. By accepting this Assignment Agreement, you are agreeing to the following:
Starting from the Acceptance Date, I irrevocably assign to Car Throttle and with full title guarantee, all intellectual property rights and interest in and to the Content. Such rights granted shall include the exclusive right to publish, manage and maximise revenue from my content on various online platforms (YouTube, Facebook, Instagram and so on) and to sell licenses for the use of the Content on platforms such as television, film and digital productions.
I also grant Car Throttle (and/or any other third parties we authorise to use the Content) the full right to use, edit and modify the Content in any manner and without any limitations.
6. I further undertake not to enter into any future agreements over my content with any third parties, as required by the exclusivity of this agreement and will forward any communications regarding my content to the Car Throttle Network, as the new license holder.
7. I fully indemnify, defend and hold harmless Car Throttle (and any third parties authorised by Car Throttle using or exploiting the Content), their respective officers, employees, successors, licensees and permitted assigns from and against: (a) any costs, claim, demand, action, damages, loss and/or expense arising from actions brought by any third parties arising from any breach of any of the representations, warranties or agreements made by you; (b) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use of the Content as authorised herein. You agree and understand that Car Throttle is relying on the representations made by you and any breach of the terms and/or warranties set out herein would cause Car Throttle injury and damage that cannot be adequately compensated by damages in an action at law and you expressly agree that, without limiting our remedies, Car Throttle shall be entitled to injunctive and other equitable relief. You irrevocably release Car Throttle, its subsidiaries, affiliates, successors, licensees and assigns from any claim of any nature in connection with their use of the Content. You shall further fully indemnify and keep Car Throttle fully indemnified against any costs, claim, demand, action, damages, loss and/or expense (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties, legal costs and any other reasonable costs and expenses suffered or incurred by Car Throttle) arising directly or indirectly from any breach or non-performance by you of this Agreement and you shall pay all such costs, claim, demand, action, damages, loss and/or expense forthwith on demand by Car Throttle. At the request of Car Throttle and at your own expense, you shall provide all reasonable assistance to enable Car Throttle to resist any claim, action or proceedings brought against Car Throttle as a consequence of any breach of this Agreement.
8. This Agreement shall be governed by and construed in accordance with English law and the parties hereby agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.