Digital Content Distribution
Terms and Conditions

1. Introduction

1.1 These terms and conditions shall govern:

(a) the supply of your content to us;

(b) our use of that content; and

1.2 You will be asked to give your express agreement to these terms and conditions before you submit content to our website.

2. Interpretation

2.1 In these terms and conditions:

(a) "we" means MIMICME.Global(and "us and "our" should be construed accordingly);

(b) "you" means our supplier of content or prospective supplier of content under these terms and conditions (and "your" should be construed accordingly);

(d) "your content" means any content that you supply to us for distribution in accordance with these terms and conditions.

3. Submission process

3.1 The advertising of our digital content marketing and distribution programme on our website constitutes an "invitation to treat" rather than a contractual offer.

3.2 No contract will come into force between you and us in respect of the distribution of content except in accordance with the procedure set out in this Section 3.

3.3 To enter into a contract through our website for us to distribute your content, the following steps must be taken: if you are a new content supplier, you must create an account with us and log in; if you are an existing content supplier, you must enter your login details; once you are logged in, you must consent to these terms and conditions; you must then upload your content; and we will either send you a contract confirmation (at which point a binding contract will come into force in respect of that content) or we will confirm by email that we are unable to enter into a contract with you in respect of that content.

4. Supply of content

4.1 You must supply your content to us in the format or formats specified on our website, and by such means and within such periods as are specified on our website.

5. Distribution of content

5.1 We shall use reasonable endeavours to market, sell and distribute your content in accordance with these terms and conditions, but we do not guarantee sales of your content.

5.2 The prices that we shall charge to customers in respect of your content supplied on a "paid distribution" basis shall be determined by us in our sole discretion.

6. Licensing of content

6.1 You hereby grant to us a worldwide and non-exclusive licence to make any use of your content permitted by Section 6.2, providing that we shall not in any circumstances make any use of your content that is prohibited by Section 6.3. Our rights to under this licence shall continue for the term of that contract and ishall expire upon the date of effective termination of that contract.

6.2 The "permitted uses" of your content are:

(a) creating, storing, transmitting, viewing and format-shifting copies of your content insofar as reasonably necessary for us to exercise our other rights and fulfil our obligations under these terms and conditions;

(b) if your content is supplied to us on a "free distribution" basis, publishing your content on our website and supplying your content through our website to users; and

(c) if your content is supplied to us on a "paid distribution" basis, publishing extracts from your content on our website for the purposes of marketing your content, offering for sale and selling your content through our website, and supplying your content through our website to customers who have purchased that content,

providing that if we sub-license your content to any third party, that sub-licence must be upon express written licensing terms which terms must prohibit the adaptation, publication, broadcasting, public display, distribution, resale and further sub licensing of your content, must be limited to personal and non-commercial use, must require the sub-licensee to retain any proprietary notices and author attributions in your content, and must be otherwise reasonable taking into account the nature and format of your content

6.3 The "prohibited uses" of your content are:

(a) the adaptation or editing of your content, except to the extent expressly permitted in this Section 6;

(b) the use of your content (or part thereof) in any way that is unlawful or in breach of any person's legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable; and

(c) the circumvention or removal of, or any attempt to circumvent or remove, the technological measures applied to your content for the purpose of preventing unauthorised use,

providing that nothing in this Section 6.3 will prohibit or restrict you or any other person from doing any act expressly permitted by applicable law.

6.4 Any sub-licence of your content granted by us before the termination of a contract under these terms and conditions shall, and must be expressed to, survive such termination and continue indefinitely in accordance with its terms.

7. Moral rights

7.1 You undertake to us that you shall supply to us, in the form and at the time required by our website, the name of each author of each item of your content who has asserted his or her right to be identified as an author of such content. We acknowledge that each author identified to us in accordance with this Section 7.1 has asserted his or her right to be identified as an author of the relevant content, and we shall include a notice of that assertion in or with each copy of the relevant content that is published or distributed pursuant to a contract under these terms and conditions.

7.2 You warrant to us that each author of your content has irrevocably and unconditionally waived his or her rights to object to any derogatory treatment of that content to the maximum extent permitted by applicable law.

8. Content for free distribution

8.1 Notwithstanding any other provision of these terms and conditions, we shall have no obligation to pay any amount to you in respect of any of your content that is supplied to us by you on a "free distribution" basis.

9. Royalties

9.1 We shall pay to you royalties in respect of any sales that we may make of your content in accordance with this Section 9.

9.2 Royalties shall be paid at the relevant rate specified on our website on the date of submission of your content To calculate the royalties, such rate shall be applied to all monies received by us and not refunded from the sale of copies of your content and from the licensing of rights in your content, net of applicable VAT, sales taxes, withholding taxes and customs duties. If you are registered for VAT, then you must promptly following receipt of a request from us send to us a valid VAT invoice and, subject to prior receipt of such an invoice, we will pay to you VAT in addition to the base royalty amount.

9.3 If the royalty payable by us to you in respect of the supply and/or sub-licensing of a copy of an item your content is less than the minimum amount agreed in writing by you and us in respect of such copy or, in the absence of such agreement, the minimum amount specified by us on our website then, unless the item of your content has been supplied on a "free distribution" basis, we will pay to you that minimum amount in place of the royalty.

9.4 We shall prepare accounts detailing the underlying transactions used to calculate any royalties due to you under these terms and conditions quarterly to 1 March, 30 June, 30 September and 31 December and we shall provide those accounts, together with all royalties due to you under these terms and conditions in respect of the period ending on the relevant date, within 30 days following the relevant date. The final such accounting date shall be the first of those dates to occur following the date of effective termination of a contract under these terms and conditions.

10. Warranties and representations

10.1 You warrant to us that:

(a) your content will be of satisfactory quality;

(b) your content will be reasonably fit for any purpose that we make known to us before the content is supplied;

(d) ou have the right to supply your content to us.

10.2 You warrant to us that your content, and the use of your content by us in accordance with these terms and conditions, will not infringe the copyright or other intellectual property rights of any person in any jurisdiction and under any applicable law.

10.3 All of our warranties and representations relating to these terms and conditions are set out in these terms and conditions. To the maximum extent permitted by applicable law and subject to Section 11.1, we do not give any other warranties and representations.

11. Limitations and exclusions of liability

11.1 Nothing in these terms and conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

11.2 The limitations and exclusions of liability set out in this Section 11 and elsewhere in these terms and conditions:

(a) are subject to Section 11.1; and

(b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

11.3 To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

11.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

11.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

11.6 We will not be liable to you in respect of any loss or corruption of any data, database or software.

11.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage.

11.8 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

12. Termination

12.1 Either party may terminate a contract under these terms and conditions by giving to the other party at least 30 days' written notice of termination.

12.2 Either party may terminate a contract under these terms and conditions immediately by giving written notice of termination to the other party if the other party commits a material breach of these terms and conditions.

12.3 Subject to applicable law, either party may terminate a contract under these terms and conditions immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under that contract); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

13. Effects of termination

13.1 Upon the termination of a contract under these terms and conditions, all of the provisions of these terms and conditions shall cease to have effect, save that the following provisions of these terms and conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Sections 5, 6, 8, 9, 11, 13, 15, 16, 17, 18, 19 and 20.

13.2 Except to the extent that these terms and conditions expressly provides otherwise, the termination of a contract under these terms and conditions shall not affect the accrued rights of either party.

14. Variation

14.1 We may revise these terms and conditions from time to time by publishing a new version on our website.

14.2 A revision of these terms and conditions will apply to contracts entered into at any time following the time of the revision, but will not affect contracts made before the time of the revision.

15. Assignment

15.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

15.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

16. No waivers

16.1 No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach.

16.2 No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of that contract.

17. Severability

17.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

17.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

18. Third party rights

18.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

18.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

19. Entire agreement

19.1 Subject to Section 11.1, these terms and conditions shall constitute the entire agreement between you and us in relation to the subject matter of a contract under these terms and conditions, and shall supersede all previous agreements between you and us in relation to that subject matter.