AGREEMENT FOR THE LICENSING OF VIDEO CONTENT AND USE OF MAKEMATIC+ WEB PLATFORM

Between You (You, Your) and Makematic Limited incorporated and registered in Northern Ireland with company number NI634916 whose registered office is at The Annex, 13 Pump Street, Londonderry, Northern Ireland, BT48 6JG (Makematic).

BACKGROUND

• In using the Makematic+ website at makematic.com (“Makematic+”) to search and license video content from Makematic, You agree to the terms and conditions outlined under this framework agreement (framework agreement).
• When You wish to license Content from Makematic, and Makematic is able and willing to license same, Your submission of an online order via Makematic+ will constitute an Order in accordance with this framework agreement.
• Each Order will incorporate the terms and conditions set out in this framework agreement as well as any other matters specific to that Content as posted on Makematic+. It is Your responsibility to satisfy Yourself with regard to any such matters before placing an Order.

Agreed terms

Interpretation

1. The following definitions and rules of interpretation apply in this agreement:

   Business Day: a day, other than a Saturday, Sunday or public holiday in Northern Ireland when banks in Belfast are open for business.

   Confidential Information means all information (whether written, oral or in electronic form) that the other party obtains or receives (the “Recipient”) as a result of the discussions leading up to or the entering into or the performance of this framework agreement/Orders but excluding any information which the Recipient can prove by documentary evidence: (i) is in or which enters the public domain otherwise than as a consequence of a breach of this Agreement; or (ii) was properly in the Recipient’s possession prior to the disclosure by the party to the Recipient and was not acquired directly or indirectly from the party or any company associated with it or from a third party under an obligation of confidence to the party; and no Confidential Information shall be deemed “in the public domain” or “in the Recipient’s possession” merely because such information is embraced by more general information.

   Content: means a short video or videos available on Makematic+ (which may include both live-action and animated elements) together with supporting material or resources (if any), further details of which shall be set out in the relevant Order.

   Encumbrance means any mortgage, claim, charge, pledge, lien, hypothecation, guarantee, right of set-off, trust, assignment, right of first refusal, right of pre-emption, option, restriction or other encumbrance or any legal or equitable third party right or interest including any security interest of any kind (or any like agreement or arrangement creating any of the same or having similar effect).

   Insolvency Event shall mean any one or more of the following:

   1. that party is insolvent or unable to pay its debts as they fall due;
   2. an order is made or a petition presented for the bankruptcy or winding up of that party, or any resolution is passed for the winding up, liquidation or dissolution of the party, or any receiver, administrator, administrative receiver, trustee in bankruptcy or similar officer is appointed over all or any material part of its assets;
   3. any Encumbrance on or over all or a material part of the assets of the party becomes enforceable and any step (including the taking of possession or the appointment of a receiver, manager or similar person) is taken to enforce that Encumbrance; or
   4. anything analogous to or having a substantially similar effect to any of the events specified in the previous paragraphs inclusive shall occur under the laws of any applicable jurisdiction.

   Intellectual Property Rights: means all patents, trademarks, logos, copyright and related rights, business names, domain names, goodwill, database rights and design rights, and all rights of confidence in the Know-How whensoever and all other intellectual property rights howsoever arising, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

   Know-How: means information, data, know-how or experience whether patentable or not including but not limited to all techniques or methodologies.

   Licence Fee: the sums payable for the Content as set out in an Order.

   Order: an online order, describing the Content to be licensed to You by Makematic, Licence Fees and any other matters specific to that Content as posted on Makematic+ from time to time.

   VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

2. Clause, schedule and paragraph headings shall not affect the interpretation of this framework agreement or any Order.
3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
4. The Schedules form part of this framework agreement and shall have effect as if set out in full in the body of this framework agreement. Any reference to this framework agreement includes the Schedules.
5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time.
6. A reference to writing or written includes fax and email.
7. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
9. Reference to the parties hereto include their permitted assignees and/or the respective successors in title to substantially the whole of their respective undertakings.

Commencement and duration

1. This agreement shall commence when you create an account on Makematic+ and, in doing so, accept the terms of this framework agreement and shall continue until terminated by either party in accordance with this framework agreement.

Orders

1. Makematic agrees that, in order to facilitate the making of Orders, it shall provide You with access to an asset management platform at plus.makematic.com (Makematic+). Makematic may also notify You on specific recommendations for future Content via email from time to time.
2. Each Order shall be agreed in the following manner:
   1. You shall request, via Makematic+ that Makematic license certain Content to You. This request constitutes an Order.
   2. Your placing of the Order shall indicate Your acceptance of the Content to be licensed to You by Makematic, Licence Fees, the term of the license and any other matters specific to that Content as stipulated on Makematic+
   3. following receipt of an Order, Makematic shall either:
      1. inform You that it declines to provide a licence; or
      2. agree to provide a license by providing You with a download link for the Content requested.
   4. Each Order shall form a separate contract but shall be governed by the terms of this framework agreement.

Licence Fees and payment

1. Unless otherwise agreed, the Licence Fees shall be calculated in accordance with the rates posted from time to time on Makematic+ and are due at the time of the Order.
2. By prior arrangement only, You may pay or procure the payment of the Licence Fees to Makematic within 14 days of receipt of a relevant invoice from Makematic.
3. All License Fees payable to Makematic under this agreement exclude VAT where applicable. VAT be added at the time of invoice or online payment.

Intellectual property rights / Licence

1. All Content and all trademarks, trade names, patents, database rights and any other intellectual property rights subsisting in or used in connection with the Content shall remain the exclusive property of Makematic. You shall not make any representation or do any act which may be taken to indicate that it has any right title or interest in or to the ownership or use of same except under the terms of this Agreement.
2. Subject to receipt in cleared funds of the relevant Licence Fee, Makematic shall deliver the relevant Content as set out in the relevant Order to You and in respect thereof grants You a non-exclusive, worldwide licence to use the Content;
   1. within a single platform or digital product owned and operated by You;
   2. for online educational purposes only (excluding broadcast, theatrical display or advertising purposes);
   3. for the duration as stated the Order and beginning on the date of that Order.
3. You shall not nor permit facilitate or assist others to:
   1. other than pursuant to clause 5.2 above, sub-license, display, distribute, assign, rent, lease or transfer the licence or the Content or make or distribute copies of the Content in each case in whole or in part;
   2. other than pursuant to clause 5.2 above, permit facilitate or assist any third party to access view or use the Content;
   3. translate, reverse engineer, decompile, disassemble, modify, vary or adapt the Content or perform any similar type of operation of any of the foregoing or create derivative works based on the Content except as permitted by law;
   4. adapt, modify, delete or translate the written material accompanying the Content in any way for any purpose whatsoever;
   5. vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Content;
   6. retain copies of any Content after termination of the relevant Order or expiry of the relevant licence term thereunder.

Confidentiality

1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information, except as permitted by clause 6.2 below.
2. Each party may disclose the other party's Confidential Information:
   1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and
   2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

Termination

1. Without affecting any other right or remedy available to it, either party may terminate this framework agreement with immediate effect by giving written notice to the other party if:
   1. the other party commits a material breach of any term of this framework agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
   2. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or
   3. the other party suffers an Insolvency Event.
2. Without affecting any other right or remedy available to it, either party may terminate an Order with immediate effect by giving written notice to the other party if:
   1. the other party commits a material breach of any term of the Order and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
   2. the other party repeatedly breaches any of the terms of the Order in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
   3. the other party suffers an Insolvency Event.

Obligations on termination and survival

1. On termination (or expiry) of this framework agreement, howsoever arising, each Order then in force at the date of such termination shall continue in full force and effect for the remainder of the term of such Order, unless terminated earlier in accordance with clause 7.2 above.
2. The termination of any Order shall not affect any other Orders or this framework agreement.
3. Termination shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breaches of the agreement which existed at or before the date of termination

Assignment and other dealings

Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement unless otherwise agreed in writing.

Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver

1. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
2. If any provision or part-provision of this agreement is deemed deleted under clause 12.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Entire agreement

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Conflict

If there is an inconsistency between any of the provisions of this agreement and the provisions of an Order, the provisions of the Order shall prevail.

No partnership or agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Third party rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Notices

1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
   1. delivered by hand or by pre-paid first-class post or airmail at its registered office, or such other address as may be notified in writing to the other party; or
   2. sent by email to the address specified above, or such other address as may be notified in writing to the other party.
2. Any such notice or other document shall be deemed to have been received by the addressee two Business Days following the date of dispatch after posting if posted to an address within the country of posting, and five Business Days after posting if posted to an address outside the country of posting, or simultaneously with the delivery or transmission if delivered by hand or if given by email, unless delivered outside of normal working hours in which case such notice shall be deemed received on the next business day and provided that a “bounce back” or similar automated message indicating no-delivery (but excluding any “out of office” or similar message) is not received reasonably promptly after dispatch in the case of an email.

Counterparts

This agreement and any Order or Change Order may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Executed signature pages of this Deed sent by fax or scanned and transmitted electronically either in Tagged Image File Format (TIFF) or Portable Document Format (PDF) shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment.

Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or an Order shall be governed by and construed in accordance with the law of Northern Ireland. Each party irrevocably agrees that the courts of Northern Ireland shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this framework agreement or an Order.

This agreement is effective from the date You create Your account on Makematic+ and accept this agreement as part of that process.