Tuesday, October 17, 2017
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Terms & Conditions

This page contains:

a) Desire RC Ltd  / SkyPan General TERMS AND CONDITIONS

b) Specific Aerial, Ground Media & Copyright TERMS AND CONDITIONS

 

a) Desire RC Ltd  / SkyPan General TERMS AND CONDITIONS:

BACKGROUND:

This agreement applies as between you, the User of this Web Site and Desire RC Ltd, the owner of this Web Site.  Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these Terms and Conditions, you should stop using the Web Site immediately.

No part of this Web Site is intended to constitute a contractual offer capable of acceptance.  Your order constitutes a contractual offer and our acceptance of that offer is deemed to occur upon our sending a dispatch email to you indicating that your order has been fulfilled and is on its way to you.

1.               Definitions and Interpretation

In this Agreement the following terms shall have the following meanings:

 

“Account”

means collectively the personal information, Payment Information and credentials used by Users to access Paid Content and / or any communications System on the Web Site;

“Carrier”

means any third party responsible for transporting purchased Goods from our Premises to customers;

Content

means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;

“Goods”

means any products that Desire RC Ltd advertises and  / or makes available for sale through this Web Site;

Desire RC Ltd

means Desire RC Ltd 196 Southampton Rd Ringwood Hampshire BH24 1JG United Kingdom

Service

means collectively any online facilities, tools, services or information that Desire RC Ltd makes available through the Web Site either now or in the future;

“Payment Information”

means any details required for the purchase of Goods from this Web Site.  This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes;

“Purchase Information”

means collectively any orders, invoices, dispatch notes, receipts or similar that may be in hard copy or electronic form;

“Premises”

Means our place(s) of business located at 196 Southampton Rd Ringwood Hampshire BH24 1JG United Kingdom;

System

means any online communications infrastructure that Desire RC Ltd makes available through the Web Site either now or in the future.  This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;

“User” / “Users”

means any third party that accesses the Web Site and is not employed by Desire RC Ltd and acting in the course of their employment; and

“Web Site”

means the website that you are currently using (www.desirerc.com or www.desirerc.co.uk) and any sub-domains of this site unless expressly excluded by their own terms and conditions.

 

2.               Age Restrictions

Persons under the age of 18 should use this Web Site only with the supervision of an Adult.  Payment Information must be provided by or with the permission of an Adult.

3.               Business Customers

These Terms and Conditions also apply to customers buying Goods in the course of business.

4.               International Customers

If Goods are being ordered from outside Desire RC Ltd’s country of residence, import duties and taxes may be incurred once your Goods reach their destination.  Desire RC Ltd is not responsible for these charges and we undertake to make no calculations or estimates in this regard.  If you are buying internationally, you are advised to contact your local customs authorities for further details on costs and procedures.  As the purchaser of the Goods, you will also be the importer of record and as such should ensure that your purchase is in full compliance with the laws of the country into which the Goods are being imported.  Please be aware that Goods may be inspected on arrival at port for customs purposes and Desire RC Ltd cannot guarantee that the packaging of your Goods will be free of signs of tampering.

5.               Intellectual Property

5.1            Subject to the exceptions in Clause 6 of these Terms and Conditions, all Content included on the Web Site, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Desire RC Ltd, our affiliates or other relevant third parties.  By continuing to use the Web Site you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.

5.2            Subject to Clause 7 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Web Site unless otherwise indicated on the Web Site or unless given express written permission to do so by Desire RC Ltd.

6. Third Party Intellectual Property

6.1            Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

6.2            Subject to Clause 7 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Web Site or unless given express written permission to do so by the relevant manufacturer or supplier.

7.               Fair Use of Intellectual Property

Material from the Web Site may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

8.               Links to Other Web Sites

This Web Site may contain links to other sites.  Unless expressly stated, these sites are not under the control of Desire RC Ltd or that of our affiliates.  We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them.  The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.

9.               Links to this Web Site

Those wishing to place a link to this Web Site on other sites may do so only to the home page of the site www.desirerc.com without prior permission.

10.            Use of Communications Facilities

10.1        When using the enquiry form or any other System on the Web Site you should do so in accordance with the following rules:

10.1.1   You must not use obscene or vulgar language;

10.1.2   You must not submit Content that is unlawful or otherwise objectionable.  This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;

10.1.3   You must not submit Content that is intended to promote or incite violence;

10.1.4   It is advised that submissions are made using the English language as we may be unable to respond to enquiries submitted in any other languages;

10.1.5   The means by which you identify yourself must not violate these terms of use or any applicable laws;

10.1.6   You must not impersonate other people, particularly employees and representatives of Desire RC Ltd or our affiliates; and

10.1.7   You must not use our System for unauthorised mass-communication such as “spam” or “junk mail”.

10.2      You acknowledge that Desire RC Ltd reserves the right to monitor any and all communications made to us or using our System.

11.       Accounts

11.1        In order to purchase Goods on this Web Site and to use other facilities you are required to create an Account which will contain certain personal details and Payment Information which may vary based upon your use of the Web Site as we may not require payment information until you wish to make a purchase.  By continuing to use this Web Site you represent and warrant that:

11.1.1   all information you submit is accurate and truthful;

11.1.2   you have permission to submit Payment Information where permission may be required; and

11.1.3   you will keep this information accurate and up-to-date.

Your creation of an Account is further affirmation of your representation and warranty.

11.2        It is recommended that you do not share your Account details, particularly your username and password.  Desire RC Ltd accepts no liability for any losses or damages incurred as a result of your Account details being shared by you.  If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.

11.3        If you have reason to believe that your Account details have been obtained by another without consent, you should contact Desire RC Ltd immediately to suspend your Account and cancel any unauthorised purchases that may be pending.  Please be aware that purchases can only be cancelled until they are dispatched.  In the event that an unauthorised purchase is dispatched prior to your notifying us of the unauthorised nature of the purchase, Desire RC Ltd accepts no liability or responsibility and you should make contact with the Carrier detailed in the Purchase Information.

11.4        When choosing your username you are required to adhere to the terms set out above in Clause 10.  Any failure to do so could result in the suspension and/or deletion of your Account.

12.            Termination and Cancellation

12.1        Either Desire RC Ltd or you may terminate your Account.  If Desire RC Ltd terminates your Account, you will be notified by email and an explanation for the termination will be provided.  Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.

12.2        If Desire RC Ltd terminates your Account, any current or pending purchases on your Account will be cancelled and will not be dispatched.

12.3        Desire RC Ltd reserves the right to cancel purchases without stating reasons, for any reason prior to processing payment and dispatch.

12.4        If purchases are cancelled for any reason prior to dispatch you will be refunded any monies paid in relation to those purchases.

12.5        If you terminate your Account any non-dispatched purchases will be cancelled and you will be refunded any monies paid in relation to those purchases.

13.            Goods, Pricing and Availability

13.1        Whilst every effort has been made to ensure that all graphical representations and descriptions of Goods available from Desire RC Ltd correspond to the actual Goods, Desire RC Ltd is not responsible for any variations from these descriptions.  This does not exclude our liability for mistakes due to negligence on our part and refers only to variations of the correct Goods, not different Goods altogether.  Please refer to Clause 15.1 for incorrect Goods.

13.2        Where appropriate, you may be required to select the required [size] [model] [colour] [number] [other features] of the Goods that you are purchasing.

13.3        Desire RC Ltd does not represent or warrant that such Goods will be available.  Stock indications are provided on the Web Site however, these may not take into account sales that have taken place during your visit to the web site.

13.4        All pricing information on the Web Site is correct at the time of going online.  Desire RC Ltd reserves the right to change prices and alter or remove any special offers from time to time and as necessary.  All pricing information is reviewed and updated periodically.

13.5        In the event that prices are changed during the period between an order being placed for Goods and Desire RC Ltd processing that order and taking payment, you will be contacted prior to your order being processed with details of the new price;

13.6        All prices on the Web Site do include VAT unless stated otherwise.

14.            Delivery

14.1        Desire RC Ltd will notify you by way of email when your goods are to be dispatched to you.  The message will contain details of estimated delivery times in addition to any reasons for a delay in the delivery of the Goods purchased by you.

14.2        If Desire RC Ltd receives no communication from you, within 7 days of delivery, regarding any problems with the Goods, you are deemed to have received the Goods in full working order and with no problems.

15.            Returns Policy

Desire RC Ltd aims to always provide high quality Goods that are fault free and undamaged.  On occasion however, goods may need to be returned.  Returns are governed by these Terms and Conditions.

15.1        If you receive Goods which do not match those that you ordered, unless accompanied by an explanatory note detailing the changes, stating reasons for the changes and setting out your options, you should contact us within 10 days to arrange collection and return.  Desire RC Ltd is not responsible for paying shipment costs.  You will be given the option to have the Goods replaced with those ordered (if available) or to be refunded through the payment method used by you when purchasing the Goods.  Refunds and replacements will be issued upon our receipt of the returned Goods.

15.2        If any Goods you have purchased have faults when they are delivered to you, you should contact Desire RC Ltd within 28 days to arrange collection and return.  Desire RC Ltd is not responsible for paying shipment costs.  Goods must be returned in their original condition with all packaging and documentation.  Upon receipt of the returned Goods, the price of the Goods, as paid by you, will be refunded to you through the payment method used by you when purchasing the Goods.

15.3        If any Goods develop faults within their warranty period, you are entitled to a repair or replacement under the terms of that warranty.

15.4        If Goods are damaged in transit and the damage is apparent on delivery, you should sign the delivery note to the effect that the goods have been damaged.  In any event, you should report such damage to Desire RC Ltd within 10 days and arrange collection and return.  Desire RC Ltd is not responsible for paying shipment costs.  Upon receipt of the returned Goods, the price of the Goods, as paid by you, will be refunded to you through the payment method used by you when purchasing the Goods.

15.5        You have a statutory right to a “cooling off” period.  This period begins once your order is complete and ends 7 days after the Goods have been delivered.  If you change your mind about the goods within this period, please return them to Desire RC Ltd within 7 days of receipt.  Goods can only be returned for this reason if their packaging remains unopened and the Goods can be re-sold, as new, without any additional work on the part of Desire RC Ltd.  You are responsible for paying shipment costs if Goods are returned for this reason.

15.6        If you wish to return Goods to Desire RC Ltd for any of the above reasons, please contact us using the details on our contact page to make the appropriate arrangements.

15.7        Desire RC Ltd reserves the right to exercise discretion with respect to any returns under these Terms and Conditions.  Factors which may be taken into account in the exercise of this discretion include, but are not limited to:

15.7.1   Any use or enjoyment that you may have already had out of the Goods;

15.7.2   Any characteristics of the Goods which may cause them to deteriorate or expire rapidly;

15.7.3   The fact that the Goods consist of audio or video recordings or computer software and that the packaging has been opened;

15.7.4   Any discounts that may have formed part of the purchase price of the Goods to reflect any lack of quality made known to the Customer at the time of purchase.

Such discretion to be exercised only within the confines of the law.

16.            Privacy

Use of the Web Site is also governed by our Privacy Policy which is incorporated into these terms and conditions by this reference.

17.            Disclaimers

17.1        Desire RC Ltd makes no warranty or representation that the Web Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Services.

17.2        No part of this Web Site is intended to constitute advice and the Content of this Web Site should not be relied upon when making any decisions or taking any action of any kind.

17.3        No part of this Web Site is intended to constitute a contractual offer capable of acceptance.

18.            Changes to the Service and these Terms and Conditions

Desire RC Ltd reserves the right to change the Web Site, its Content or these Terms and Conditions at any time.  You will be bound by any changes to the Terms and Conditions from the first time you use the Web Site following the changes.  If Desire RC Ltd is required to make any changes to Terms and Conditions relating to sale of Goods by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.

19.            Availability of the Web Site

The Service is provided “as is” and on an “as available” basis.  We give no warranty that the Service will be free of defects and / or faults.  To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

Desire RC Ltd accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

20.            Limitation of Liability

20.1        To the maximum extent permitted by law, Desire RC Ltd accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein. Users should be aware that they use the Web Site and its Content at their own risk.

20.2        Nothing in these Terms and Conditions excludes or restricts Desire RC Ltd’s liability for death or personal injury resulting from any negligence or fraud on the part of Desire RC Ltd.

20.3        Nothing in these Terms and Conditions  excludes or restricts Desire RC Ltd’s liability for any direct or indirect loss or damage arising out of the incorrect delivery of Goods or out of reliance on incorrect information included on the Web Site.

20.4        Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions.  This term shall apply only within jurisdictions where a particular term is illegal.

21.            No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

22.            Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

23.            Notices

All notices / communications shall be given to us either by post to our Premises (see address above) or by email to  This e-mail address is being protected from spambots. You need JavaScript enabled to view it .  Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

24.            Law and Jurisdiction

These terms and conditions and the relationship between you and Desire RC Ltd shall be governed by and construed in accordance with the Law of England and Wales and Desire RC Ltd and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

 

b) Specific Aerial, Ground Media & Copyright TERMS AND CONDITIONS:

GENERAL

For commercial aerial work Desire RC t/a SkyPan is governed and regulated by the UK-CAA It is essential for us to adhere to these regulations for our Pilot’s licenses, Commercial Permission Certificates (CAA PfAW now PfCO), insurance and public liability cover to be valid. A copy of our PfAW/PfCO can be supplied on request.

We carry out Pre Site Surveys and On Site Surveys to assess risk. We require the permission of the landowner to take off and land We cannot fly directly over people, roads & buildings which are not under the control of the film crew.

Certain restrictions apply to certain areas and additional permissions to fly need to be sought from the UK-CAA If we are to be flying near an airport or airfield, we will need to contact local Air Traffic Control to check with them that it is safe to operate at a certain height on a specified date and time.

The Pilot always has the final say if flying conditions and locations are acceptable.

Our Worldwide Insurance complies with Regulation (EC) 785/2004 ( Article 2) on Insurance, a copy of the policy can be provided on request.

MEDIA COPYRIGHT

All audio tracks dubbed onto videos produced by us are licensed by the Performing Rights Society for Music to protect the copyright of Artists and stay legal, in some instances the audio can be provided free of license fees, others may not and fees for the use of that audio will be raised accordingly. It is the Customers responsibility to check the Terms and Conditions of any Social Media site where they intend to publish audio dubbed media, as their Terms and Conditions are subject to change.

VIDEO FOOTAGE LICENSING FEES

The following rate schedules are based on United Kingdom and Europe usage only and apply only to material licensed directly from Desire RC t/a SkyPan Ltd. Footage licensed by us from outside rights holders are not subject to the fees stated below. If the client requires worldwide rights and/or combinations of rights detailed below (i.e. all media or broadcast + internet, etc.), Desire RC t/a SkyPan Ltd can discuss with the client an appropriate fee structure.

Clients are billed a minimum project fee upon upload of a clean digital master or shipment of a broadcast quality tape or film master. This fee is fully applied against any and all license charges. License (or usage) fees are based on THE ACTUAL AMOUNT OF FOOTAGE USED in the final cut. Discounts for quantity usage are available.

All expenses for crew travel, accommodation and subsistence, equipment shipping and handling, data uploads, video transfers, film laboratory, raw stock, messenger, final select preparation and shipping costs are billed to the client.

Clients must email or fax a written purchase order or formal company request for all research and final footage orders. For master orders, we must obtain a signed copy of our client agreement and exact report indicating the amount of footage used, description of the scene(s), and name of client project. All charges are due in advance for first-time clients and within 30 days of invoice for established clients.

Editorial and Factual (Episodic): Worldwide, all media (does not include theatrical), in perpetuity. STERLING £ 25.00 per second - no minimum.

Educational: Worldwide all media (non-broadcast), in perpetuity. STERLING £ 20.00 per second - no minimum. Clip rates by negotiation. Discounts negotiated after 30, 60 and 120 seconds

Exhibition: One venue - audio visual, digital, mobile. Five years. STERLING £ 15.00 per second - no minimum. Clip rates by negotiation. Discounts negotiated after 30, 60 and 120 seconds

Digital (Mobile, Online, Apps): Worldwide in perpetuity. STERLING £ 20.00 per second - no minimum. Clip rate negotiable

Creative (Advertising): Subject to rights requested...by negotiation

Theatrical (Cinematic exhibition): Worldwide, all screens, in perpetuity...by negotiation

Pitch Screeners: Pitch concepts to your clients with confidence. Free no charge

Festival & Short Films: All media, worldwide in perpetuity. STERLING £ 10.00 per second - No minimum SERVICE FEES

Research: Free For specific footage requests we will supply QuickTime previews at no cost. If you have extensive footage requests, we will compile custom online or DVD sceeners when our fees are billed at a flat rate of STERLING £ 75.00 - 100.00 per hour depending on the amount of footage requested.

Tech Costs for Digital Masters: STERLING £ 75 for up to 10 clips

Screener Downloads: Free

Kill fees & Cancellations: Nil

LICENSING TERMS AND CONDITIONS

The Licensor is Desire RC t/a SkyPan Ltd The Licensee is the Customer of Desire RC t/a SkyPan Ltd

1). The Licensee shall be liable to pay to the Licensor the License Fee together with all costs and expenses incurred by the Licensor in connection with the Licensee’s utilisation of the Footage permitted under this agreement including, without limitation, laboratory and shipping charges and all direct costs and expenses incurred by the Licensor in making the Footage available to the Licensee including, without limitation, the cost of replacing any material damaged in the process of making the Footage available to the Licensee under this agreement.

The total sum to be paid to the Licensor by the Licensee shall be invoiced to the Licensee at the date of the despatch of the materials and shall be paid to the Licensor within 15 calendar days of the date of this agreement. Failure to make payment on or before the due date shall terminate this licence and the Licensee shall be obliged to immediately return the Footage unused to the Licensor at the Licensee’s cost.

The Licensee shall be liable for all costs incurred by the Licensor in recovering the Footage including solicitor client costs. For the purposes of clarity the Licensor shall incur no costs whatsoever in connection with the Licensee’s use of the Footage.

2). The Licensee shall be deemed to have accepted the Footage unless the Licensee notifies the Licensor in writing within fifteen (15) Working Days of receipt (which shall be deemed to be forty-eight hours after dispatch) of any defect that prevents use of the Footage for its intended purpose. If the Licensee notifies the Licensor of a defect, then following the return of the defective Footage (which shall be returned at the Licensee’s own cost and risk) the Licensor shall at its own cost and risk use its reasonable endeavours to supply as the Licensee’s sole remedy replacement Footage in accordance with new deadlines that may be agreed with the Licensee, but the Licensee accepts that the Licensor shall not be liable in any way to the Licensee for failure to deliver by any such deadline.

Footage can only be used in contracted project. The Licensor makes no warranty or representation whatsoever with respect to provided footage other than that of the title.

The licensee shall be solely responsible for obtaining any and all necessary clearances, waivers and permissions.

3). The Licensee will advise the Licensor, immediately of the completion date of the Programme.

4). A shot list indicating the actual Footage used in the final production shall be sent by the Licensee to the Licensor within fifteen (15) days after completion of the Production.

5). Within fifteen (15) days after completion of the Production, the Licensee either will return to the Licensor all unused material, or provide an affidavit of destruction. Any Footage not returned or destroyed will be charged as if used.

6). A DVD, or other suitable copy, of the production incorporating the Footage shall be sent to the Licensor on completion of the Production.

7). Time limits, as specified in items 3 & 4 above may be extended upon written request to the Licensor. Decisions as to extensions will be at the sole discretion of the Licensor.

8).

(a) The Licensee shall not cause, authorise or permit the lending, copying, duplication or recording of the Footage except in accordance with the terms of this contract or with prior written consent of the Licensor. Should the Licensor agree to any of the Footage being transferred to a new production, further License Fees will be charged according to Footage used in the new production.

(b) The Licensee represents warrants and undertakes that it shall not alter or edit the Footage in any way which is likely to impair its meaning, quality or integrity or in any manner which is likely to bring the Licensor into disrepute or which is defamatory of any person or organisation.

(c) Unless otherwise provided in this Agreement, the Licensee shall obtain all necessary consents and clearances from and make all necessary payments to all contributors (including but not limited to actors, writers, composers, musicians, Licensees, directors and any other persons who have performed services in connection with the Footage) and any other third party copyright owners.

(d) The Footage may not be used in any manner whatsoever except as expressly permitted herein. Accordingly, the Footage may be used in promotional spots or other promotional material for the Programme only. The Footage is not authorised for use until this Agreement has been fully executed.

(e) The Licensor does not by this Agreement permit or authorise the Licensee to collect or receive any monies payable by third parties in respect of the Licensor's own rights in the clip from any government or international treaty permitted, mandated or otherwise (including simultaneous re-transmission, off-air recording, blank tape levy etc) use of the production in which the clip may be used.

9). The Licensee shall not use the Licensor’s name, logo or trademarks for any purpose, including, without limitation, in connection with the distribution, advertising and publicising of the Production, without first obtaining the Licensor’s prior written consent. However, the Licensee shall accord the Licensor an appropriate courtesy credit for the use of the Footage in the Territory, in the closing credits of the Production in a manner equal in all respects to any other courtesy credits the Licensee may accord in substantially the following form: ‘Footage supplied courtesy of Desire RC t/a SkyPan ’.

10). The Licensor confirms its full right and title to the material provided to the Licensee.

11). The Licensee and the Licensor will indemnify and hold the other harmless (including its officers, directors, partners, owners, shareholders, employees and agents) against all claims and expenses (including reasonable legal fees) and liabilities due to the other's failure to abide by any restriction of the exercise of any rights granted to it or for breach of any of its respective obligations, representations or warranties set out in this agreement.

12). The Licensor reserves the right to refuse to sell any Footage that might be used in a production or programme, or in a manner inconsistent with the policies of the Licensor; and the Licensor shall be the sole judge for such proposed use.

13). Notwithstanding anything to the contrary contained elsewhere in this Agreement, the Licensee’s liability in the event of any breach or any term or condition in this Agreement is limited to the amount of the License Fee.

14). The Licensor agrees that upon the Licensee’s failure to comply with any of the above terms and/or conditions, the License granted to the Licensee hereunder shall automatically terminate and be deemed null and void.

15). The Licensee acknowledges that neither this Agreement nor any of the Licensee’s rights or obligations hereunder may be assigned, delegated or otherwise transferred by the Licensee and that the Footage may only be used as specifically set forth in this Agreement.

16). This Agreement shall be binding upon and endure to the benefit of the parties’ respective heirs, successors and assigns.

17). Nothing contained in this Agreement shall be deemed to constitute a joint venture or partnership between the parties.

18). The Agreement sets out the entire agreement between the parties and this Agreement may not be modified except by written agreement by each of the parties.

19). The Agreement shall be governed by and construed and enforced in accordance with the laws of England and Wales.

Glossary Of Exploitation Rights Terminology Standard Television:

conventional VHF or UHF broadcast television transmitted by one or more transmitting stations and intended for intelligible reception by the general public without charge (other than any sums payable for any licence required to authorise the reception of broadcast programmes) by means of conventional roof-top or television set built-in antennae.

Non Standard Television:

an encrypted program service delivered to a TV set/similar, for which a fee or premium is charged to the viewer. Delivery is by means of Television or other forms of closed or scrambled transmission, including delivery via DSL and/or IP protocol means, using a closed network infrastructure (via set-top-box) to a TV set/similar, and is expressly limited to transmission via analogue and/or digital cable/satellite, LPTV, SMATV/MATV, and/or DBS/DTH, DSL/IP protocol, and/or digital terrestrial television (DTT) signals/only.

Non Standard Television services shall include delivery via Basic Television, Basic Cable/Satellite/IPTV, Pay Television, Premium Pay Television, and/or Pay Per View (PPV) and NVOD, but for clarity shall expressly exclude VOD and SVOD services.

On Demand TV (comprising VOD TV and SVOD TV below):

an encrypted program service delivered by means of Television using a closed network infrastructure (via set-top-box) to a TV set/similar, including delivery via DSL and/or IP protocol, but as above excluding Internet/Online/Mobile which is separately addressed in E below, on a private viewing basis at start times determined solely by the individual:

• for which either a separate fee or other compensation may be charged per exhibition per program, on a time limited basis, (VOD TV);

• or for which a periodic (e.g. monthly) fee is charged to have access to programs on a temporary basis, limited to the subscription time period, (e.g. monthly) (SVOD TV).

Video rights: The right to manufacture, re-produce and distribute (by way of selling, renting, lending etc.) and market/promote the Program(s) on visual and sound records of any and all types and formats, now known or hereafter devised, primarily intended for use in the home for private viewing of the visual images and synchronised audio-track by means of playback device which causes a visual image on the screen of a television receiver, computer, laptop, portable entertainment player device, and/or comparable device.

This right includes all audiovisual systems of all types, now existing or developed in future, including but not limited to videocassettes, DVD, CD ROM, CD-I, laser disc, and/or delivery via electronic including Internet/Online means.

Theatrical rights: The right to exhibit/market/promote the Program(s) in movie theatres or similar locations to paying audiences, irrespective of the film format, or design of projecting system and means of transmission.

Non-theatrical rights: right of distribution, exhibition, licensing, sale, and/or rental of, and related marketing/promotion of, the Program(s) on video cassettes, videodiscs, DVDs, closed circuit television, or any other analogous format, by all means now known or hereafter devised, to institutions (such as but not limited to schools, libraries, churches, museums, etc.), transportation outlets (such as but not limited to airlines, trains, cruise ships, etc) and other (such as but not limited to film festivals and sales markets) where no separate charge of admission is made to the audience members for viewing the individual Program).

Internet/Online and Mobile Rights: right of Licensee to itself and/or to authorize or sublicense others, to:

• store, reproduce, copy, modify, adapt, create derivatives, use exhibit, distribute, transmit, stream, download (whether temporarily or permanent);

• promote, market, advertise and/or otherwise exploit the Program(s) in whole or in part, elements and/or versions thereof, in combination with or as a composite of other content of any nature, including but not limited to, text, data, photographs, illustrations and/or composite product;

• by means of any telecommunications system or any broadcast technology, now known or hereafter devised, capable of reception and display on and/or through electronic receiving/playback devices (e.g. personal computers, laptops, network computers, televisions, handheld/portable devices, mobile phones and/or similar receiving devices, whether now known or hereafter devised) using a central processing unit to access content;

• irrespective of whether a fee is charged or a subscription or a membership is required or other entry requirements, such as geographical location, in order to access such networks or devices.

• For the avoidance of doubt, this encompasses without limitation, any services distributed by means of the worldwide matrix of interconnecting computers currently using the TCP/IP protocols or subsequent technologies and/or protocols such as, but not limited to the "Internet" or "World Wide Web", ,e.g. via file server, DSL, ADSL and/or WIFI, wireless/mobile internet, including gsm, wap, gprs, umts, dvb-h, dvb-x, dmb ("Mobile"), and/or higher speed connections. For clarity such activities include the right to allow websites/mobile operators/portals, etc., to themselves classify, index the Program(s) into search engines and indexes, place click-through's, links or similar, integrate chat forums, cache, etc., and other customary Internet/Mobile activities to enhance the viewing experience.

• Licensing, sale, and/or rental of, and related marketing/promotion of, the Program(s) on video cassettes, videodiscs, DVDs, closed circuit television, or any other analogous format, by all means now known or hereafter devised, to institutions (such as but not limited to schools, libraries, churches, museums, etc.), transportation outlets (such as but not limited to airlines, trains, cruise ships, etc) and other (such as but not limited to film festivals and sales markets) where no separate charge of admission is made to the audience members for viewing the individual Program).

COPYRIGHT

Desire RC t/a SkyPan Website Restrictions on use of materials:

All materials contained on the Desire RC t/a SkyPan web site, including without limitation, text, software, photos, video footage, graphics, music and sound are the copyrighted property of Desire RC t/a SkyPan Ltd as a collective work under United Kingdom and international copyright laws. Desire RC t/a SkyPan Ltd (including Desire RC t/a SkyPan ) or its affiliates, content providers or licensors own a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. In addition, all trademarks, service marks, trade names, and trade dress on the Desire RC t/a SkyPan web site is proprietary to Desire RC t/a SkyPan Ltd (including Desire RC t/a SkyPan ) or its affiliates, content providers or licensors.

No material from the Desire RC t/a SkyPan web site may be copied, downloaded, reproduced, republished, modified, uploaded, posted, transmitted, distributed or in any way exploited, except as explicitly allowed on the Desire RC t/a SkyPan web site.

Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Desire RC t/a SkyPan and the copyright owner.

In the event of any permitted copying, downloading, redistribution or publication of copyrighted material, no changes in or deletions of author attribution, trademark legend or copyright notice shall be made.

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