General Conditions of Use of ContentNetwork for Clients and Providers.
Applicable from 1st January 2014
These General Conditions of Use for Providers and Clients (“GCU”) govern the relationship between ContentNetwork (“CN”), the Provider and the Client as they are defined hereunder.
The purpose of the SCCP is to define the conditions under which:
(i) CN provides the Provider with an online storage area and a web-based administration interface allowing the Provider to publish Content in said online storage area.
(ii) The Provider provides CN with Content, the Intellectual property rights to which are sold in their entirety to CN, in order that CN may use said Content with third parties (hereinafter referred to as “Clients”);
(iii) Clients can access the online storage area and the web-based administration interface containing Content provided by various Providers, identify, select and order this Content within the framework of a customized Commission Contract, so as to acquire all of the Intellectual property rights pertaining to the purchased Content, giving them full and complete use of the Content, the intellectual property rights to which have been sold to him or her, through any medium, known or unknown to date.
(iv) Visitors can browse CN’s site
Prior to their registration on the Website, the Provider and Client acknowledge that they have read these GCU and expressly declare to have accepted of them.
In their capacity as Member, the Provider and Client acknowledge that they have read and fully agreed to them.
Registration on the Website as a Provider is only open to:
i. Providers who have not, directly or indirectly, entered into a publishing contract with any third party whatsoever in the 5 (five) calendar years prior to the date of their registration on the Website by the opening of a Membership Account.
ii. Providers who are 18 years of age or over upon registration;
iii. Providers who meet criteria relating to quality of articles, topics covered, number of articles written for CN, reputation with CN’s client and level of knowledge of the relevant market.
Notwithstanding, CN reserves the right to accept the Website registration of Providers who do not meet the conditions set out in paragraphs i. and ii. above, subject to minors obtaining a handwritten signature of consent from their legal guardian(s).
This Introduction forms an integral part of the GCU. The Provider guarantees that its declarations are true. These declarations constitute an essential and determining pre-requisite to CN’s consent and without them CN would not have entered into the present contract.
The Provider and the Client are hereby informed that CN may at any time alter the present GCU.
The present GCU, and any Commission Contract entered into by CN and the Client constitute all contractually binding documentation between CN, the Provider and the Client.
“Provider”: refers to the author (or group of authors) of Content as defined below, with a registered Membership Account on the Website which is aimed at advertising and promoting said Content in the context of a marketing and communication strategy put in place by the Client.
“Content” – refers to all works, books, articles, videos, freelance material, blogs and, more broadly, any visual and/or audio content that the Provider has published on the Website in agreement with CN, who will have approved the Content in advance.
“Rights”: refers to all intellectual property rights, such as copyright, rights related to copyright, trademarks, personality rights (image rights), as these rights are defined by the UK Code of Intellectual Property and applicable international conventions.
“Client” – refers to the Client of the Content as defined under the UK Code of Intellectual Property, without this list being exhaustive. In practice, the Client is the natural or legal person who orders and purchases Content from CN via a Commission Contract, with CN having acquired all Rights from the Provider.
“Editor Area” – refers to the part of the Website dedicated to the Client and reserved for him or her to search for Content created by the Provider.
“Provider Area” – refers to the part of the Website dedicated to the Provider and the creation and publication of his or her Content..
“User details” – refers to the name of a Member (“login name” or email address), as well as any secret code or “password” chosen by the Provider or the Client for the purpose allowing them to identify themselves in order to create or access their Membership Account.
“Member” – refers to any individual registered on the Website who has a Membership Account. A Provider is a type of Member who, upon creating their Membership Account specifically selected to be classed as a Provider. A Client is a type of Member who, upon creating their Membership Account specifically selected to be classed as a Client.
“Works” – refers to original literary works, articles, freelance material, musical works, videos, books, as defined under the UK Code of Intellectual Property, which has been written or performed by the Providers.
“Website” – refers to CN’s Website, ice.contentquality.co.uk or old.contentquality.co.uk
“Visitor” – refers to a web-user who browses on the Website without opening a Membership Account.
Any Registration of a Provider on the Website which has been approved in advance by CN is free.
Any registration of a Client on the Website which has been approved in advance by CN is free.
3. OPERATION OF THE WEBSITE
3.1 Description of the Website
Please see the Introduction section for a description of the Website.
3.2 Services offered by CN
The Website is an online storage area whereby:
• Clients can:-view Content already created by Providers and placed on line by CN;-Purchase said Content through CN’s platform, by entering directly into a Commission contract with CN;-request that customized Content specific to their own requirements be written/produced, which it can then order via CN, who will have selected a Provider in advance according to certain criterion.
• Providers can:
-submit Content to CN;-detail their expertise on a detailed profile, on which they guarantee that the information provided is accurate and not contrary to public policy and good character.-publish Content which complies with the terms of section 10 of the present terms and conditions and has been accepted and validated in advance by CN and if necessary altered by CN, with the Provider’s consent.
3.3. Access to the Site, registration and operation of the Website
Access to the Site
Upon accessing the Site Visitors are afforded private, non-exclusive, non-collective usage rights to the Site’s content.
CN reserves the right to suspend access to all or part of the Site in particular for corrective or perfective maintenance purposes, without being held liable.
Membership status is only obtained after CN has accepted the Member within three working days following his or her registration.
Members can only use CN Services after creating a Membership Account. Upon registration on the Website Members choose a username and a secret password which regulates access to their Membership Account. The account must be approved by CN.
Members are responsible for all actions carried out under their login details. As such, Members hereby agree to keep their username and password secret and agree to refrain from transferring or selling these details to a third party.
Upon registration Members undertake to provide accurate personal information (email, address, telephone number, surname, forename, fax number, bank details…) in order that they are clearly identifiable in the event of litigation. Members agree to keep their account information up to date. The provision of any slanderous or false personal information may lead to the deletion of the Membership Account.
• Phase 1: Submission of Content by the Provider
The Provider submits Content free of charge on the Website using the tools at his disposal.
The Content on offer is available online to its Provider and all Clients.
• Phase 2: Communication between Members
Providers and Clients can communicate and speak about Content solely and exclusively through the internal messaging system.
CN specifically states that Providers are prohibited from providing Clients with their telephone number, address, email or any other means to discuss Content. Failure to comply with this clause will result in damages being payable for any harm suffered by CN as result of this breach of contract, as well as the deletion of the Membership Account in question.
Phase 3: Orders placed by Clients with CN for customized Content
Should a Client wish to acquire full and complete ownership of Content already placed on the Website, he should place an Order with CN, in accordance with the procedure set out in the Commission Contract.
• Phase 4: Payment
A Client who has entered into a Commission Contract will, in accordance with the provisions of said Commission Contract, pay CN by bank transfer into the CN account, the bank details of which will have been provided in advance via the Commission Contract.
Payment is to be made exclusively in euros.
• Phase 5: Order tracking
The Client can track his Order directly on the Website.
The Providers can track the payment of the article ordered by the Client from CN on the Website.
• Phase 6: Payment of the Provider whose Content has been ordered
For all orders placed by a Client with CN, CN will remunerate the Provider a sum based on a variety of criterion laid out in Annex 1 of the present terms and conditions. Payment will be made via bank transfer OR via the online payment service “Paypal” on the account opened by the Provider for this purpose.
In accordance with the Commission Contract, CN undertakes to pay the Provider seven (7) working days after receipt of payment from the Client as described in phase 4 above.
4. SALE OF RIGHTS
The Provider grants CN, on an exclusive or non-exclusive basis, to the whole world and for the entire duration of these terms and conditions, the Rights as defined above in order that CN may provide Content to Clients, subject to the conclusion of a Commission Contract between CN and the Client, payment for which has been received by CN, with a view to the limitless use of said Content by the Client, through broadcasting on internet, social media, mobile media and or any other current or future public communication network, this list not being exhaustive.
As such, the Provider grants CN, which itself grants the Client subject only to the conclusion of a Commission Contract between CN and the Client, whose payment has been received by CN, the right to:
a) reproduce or have reproduced all or part of the Content, by any means or process, in any form or by any medium known or unknown, including in paper, electronic, film, optical or numerical (such as hard drive) format, connected or not to other works whatever their nature;
b) show or have shown all or part of the Content, by any means or process, or by any medium known or unknown, in conjunction or not with any other works whatever their nature.
c) adapt or have adapted, translate, promote, market all or part of the Content, in particular the rights to :
-classify Content hosted on the Website and publish it on the Website, particularly in order to facilitate access to Content for Clients.
-show Content so that it may be directly viewed on the Website or on any other page or part of a page with the aim of promoting, in any form whatsoever, the Content of the Provider ;
-carry out or have carried out and placed on line excerpts of the hosted Content, particularly in order to promote a project adopted by the Client;
-sell Content to the Client, in order that he or she may have full and complete use of it, for whatever purpose and through any form or medium.
The Provider also expressly authorizes CN to promote and/or market Content with Clients, and to broadcast commercial and/or promotional advertisements of products or services of the Client with the Content.
5. ASSOCIATED RIGHTS
The Provider grants CN, on an exclusive or non-exclusive basis, the right to use and/or to have a third party use, or to grant use to Clients, the “attributes of personality” of the Provider, for all countries, in any form, wholly or partially, through any medium and by any method, known or unknown, including by reproduction in a digital format (internet Websites, blogs, social networks, message boards), graphic format (publications, textbooks, albums, posters, stickers, etc.) and for marketing, commercial, promotional, sponsoring or co-branding purposes.
To this end, the Provider authorizes CN to canvass, negotiate and conclude contracts with Clients with a view to granting the above rights.
“Attributes of personality” include:
• the Provider’s name and any nickname used by it
• still or moving images, photos, drawings, portraits or any other form of representation of the Provider, logos, biographical information and more generally, any physical or spoken characteristics of the Provider.
Given the impossibility of calculating a level of remuneration that is proportional to the sales made by Clients on the back of an Article ordered from CN, in consideration for the sale and commercial use of Content that leads to CN being remunerated by Clients, CN agrees to pay the Provider a fixed lump-sum calculated in accordance with the provisions of section 3.3 above and the remuneration table annexed to the present terms and conditions (Annex 1).
The Provider guarantees CN the quiet enjoyment of the exclusive rights granted to it, against any confusion, claims and evictions and agrees to ensure that these rights are respected by any third party, in particular by defending CN from any claims that could be brought against it.
To this end, the Provider hereby expressly acknowledges and declares:
a) subject to paragraph b) below, having him or herself alone written, created, performed and recorded the Content and him or herself alone held the whole of the rights to the Content in the context of the present terms and conditions ;
b) In the event that the Provider is not the sole author and/or composer and/or performer of the Content as set out at paragraph a) above, the Provider hereby declares to and guarantees CN that prior to placing Content online and prior to any usage as mentioned in the present terms and conditions, it has obtained in writing from all of the authors, composers, performers and producers of the Content in question the permission and rights required to place online and use on the Website the Content subject to the present terms and conditions.
The Provider agrees to give written proof of this authorization to CN, at any time, by providing CN on first demand a copy of all documentary evidence pertaining to said rights and permissions.
The Provider is hereby notified that any declaration he or she makes, in particular those that are false, inaccurate or incomplete, may incur liability. In addition to damages, CN is entitled to demand the reimbursement of any sum discharged, for whatever reason, to a claimant as a result of Content that has been reproduced and/or represented and/or made available and communicated to the public by CN.
7. EXCLUSIVITY FOR CUSTOMIZED CONTENT ORDERED BY CLIENTS
The Provider hereby expressly declares that it has not sold, licensed or transferred in any way to a third party, all or part of the Rights to Content subject to a “Customized” Commission by the Client with CN.
In addition, the Provider hereby declares that it has not granted a pre-emptive right or first option to a third party, and is prohibited from doing so for the period that the Provider publishes and uses this “Customized” Content through the Website.
During the exclusivity period specified in the third paragraph above, the Provider is prohibited from:
-directly or indirectly marketing, in any jurisdiction, by any means and through any medium, all “Customized” Content placed on line.
-directly or indirectly appearing on a Website of a direct or indirect competitor of CN;
-seeking permission to use these “Customized Contents” in any form and via any medium for a third party without prior written approval from CN.
Content which is not “Customized” can be exclusive. This will be decided directly between the Provider and CN. Exclusivity can also be requested by the Client. Whether the Content is exclusive or not will influence the amount of remuneration the Provider receives from CN.
-The Provider and the Client are responsible for their Usernames and passwords in accordance with the terms set out in the present GCU.
-The use of the Website by the Provider is permitted subject to the following technical specifications:
-visual elements: 5 MB maximum size in .jpg, .png, or.gif or .swf format;
-musical works: 10 MB maximum size per Musical piece in .mp3 format.
-articles, freelance materials, blogs, book extracts: 5 MB maximum size, in .doc format.
CN reserves the right to modify the above Website specifications at any time.
-Via the administration page of its Providers Account, the Provider may at any time delete or add Content within the technical limits specified above, subject to approval of the Content by CN.
-The Provider must retain a copy of digital files hosted by CN within the context of the service of the Site. CN will not be held responsible in the event of the loss or destruction of any digital files hosted on the Website. In the event of said loss or destruction, it is up to the Provider to re-publish the Content and any other data online.
9. TERMS OF COMMUNICATION TO THE PUBLIC OF CONTENT
Clients will read, listen to or view Content directly online on the Website.
The Provider hereby accepts that, once the Commission Contract has been entered into between the Client and CN, Content that the Provider has broadcast and has provided to be used on the Website is likely to be reproduced by Clients or by third parties outside of CN’s control.
The publishing of Content is therefore undertaken at the Provider’s own risk and he or she agrees to accept all risk related to the copyright infringement of this Content without warranty or recourse against CN.
10. LAWFULLNESS OF THE CONTENT OF THE PROVIDER-RECORD
Content should not breach the GCU and, more generally, any relevant laws and regulations.
Should CN be made aware by a third party or by any other method of the unlawfulness of Content accessible on or broadcast by the Website, CN reserves the right to immediately take down the Content in question or block access to it, and to pass on said Content and identification data of the Provider to the relevant public and/or legal authorities.
When a Member/Visitor places content on the Site, they hereby agree to refrain from publishing content that conflicts with the aims of the Site and/or the provisions of the current GCU, and/or are of a an unlawful nature, in particular content that:
-is malicious, inappropriate or disrespectful;
-is defamatory or offensive;
-is secret or confidential, misleading or false (including personal information);
-is xenophobic, racist or hateful;
-incites violence, xenophobia, racism or hatred;
-is illegal or violates public policy or good character
-is indecent, obscene or pornographic
-is threatening or violent
Members/Visitors are prohibited from publishing content that amounts to:
-an invasion of a third parties privacy or damages a third parties reputation
-material protected by copyright law
-a commercial or business secret
-a (commercial) advertisement or email chain
The above list of prohibited actions relates to all methods of communication by the Member/Visitor, non-exhaustively, whether they are public or private, and whoever they are addressed to, including CN employees.
11. DURATION AND TERMINATION
The current contract is for an indefinite term. The Provider and Client shall have the right to delete their Membership Account and associated Record at any time by following the relevant procedure provided on their Account.
CN retains the absolute right to terminate the present contract without notice or any form of indemnity whatsoever and consequently to delete the Membership Account and associated Record of the Provider or Client where they are in breach of this SCCP and/or the GCU, by email notification to the Provider or Client without prejudice to any damages that CN could claim for loss resulting from this breach.
12. PROTECTION OF PERSONAL DATA
12.1 General provisions
In accordance with the “Data Protection Act” CN has made an advance declaration regarding the processing it will subject personal data to.
CN hereby reminds Members that by validating their Account online, they expressly agree for their personal data to be stored and processed by CN.
CN is responsible for the processing of Member’s data. Access to personal Member data is limited to CN employees or CN service providers whose role is to run the Website or to provide the service of the Website.
Information marked as ‘required’ on the online Account creation menu must be entered correctly by the Member. The absence of a response, or any response deemed unusual by CN is likely to lead to the Account opening being refused or the Account being deleted on a temporary or permanent basis and access to the Site’s service blocked.
12.2 Purpose of processing
Personal data stored by CN is primarily intended to allow Members to use the Site.
12.3 Transmission of personal data to third parties
CN reserves the right to pass on all or some of a Member’s personal data to its contractual partners for direct marketing purposes, in particular commercial marketing purposes. Any use of a Member’s personal data other than that stipulated above must be subject to the advance and express individual consent of the Member.
12.4 Rights of access, rectification, refusal and transmission
In accordance with “the Data Protection Act”, Members have the right to access their personal data by writing to the Site’s webmaster via CN’s email address: firstname.lastname@example.org
In accordance with “the Data Protection Act”, Members have the right to prohibit CN from using their personal data for canvassing purposes, in particular commercial canvassing, without incurring any cost. If this right of refusal is used for this purpose directly against CN, CN agrees to inform any contractual partners that it has supplied with the Members personal of the Member’s refusal.
Each partner reserves the right to pass on Member’s personal data, either to comply with a legal obligation it is subjected to, or in accordance with a legal or administrative decision or of an independent administrative authority
13. Updating of personal data
Each Member should ensure that their personal data is correct, complete and non-ambiguous and agrees to ensure that they are updated on their Account, if required. Each member can at any time access their Account which contains all of their personal data.
13.2 Personal data security
In accordance with “the Data Protection Act” and in their capacity as Site editor, as regards the nature of the data and the risks of processing it, CN agrees to take due precaution to safeguard the security of Member’s personal data and in particular, to prevent the personal data from becoming distorted, damaged or becoming accessible to non-authorised third parties.
The host of the Site acts as sub-contractor (or service provider) to CN within the meaning of “the Data Protection Act” and only on CN’s instructions. The host does not have the right to use the personal data of Members that it may have access to, except for the purposes of carrying out technical hosting services and database management.
14. LIMITATION OF LIABILITY
CN is only liable to make its best efforts in providing the Site.
CN cannot be held liable for activities or information stored if it did not have knowledge of their illegal nature or if, from the moment it did have such knowledge, it acted promptly in order to take down this data and block access to it.
In addition, CN will not be liable towards Members and/or Visitors for any harm whatever its nature suffered in the case of force majeure, by a third party or from its own mistake, negligence or carelessness.
Whatever the nature, the basis and the means by which a claim brought by a Member and/or Visitor, the CN’s liability is limited to direct damage and cannot in any event and whatever the cause of the damage, for the entire duration of the provision of the Site, exceed an amount equal to 100 € (one hundred euros), except in the event of personal injury or fraud attributable to CN.
The Member and/or the Visitor acknowledge that the above limitations of liability and warranty constitute a reasonable allocation of risk and liability considering the context and financial terms surrounding the Site. The Member/Visitor has been notified of and is aware that CN could not have entered into the current contract without the above limitations of liability and warranty.
15. INTELLECTUAL PROPERTY – WEB-LINKS
The Site belongs exclusively to CN. Broadly, CN grants a free, personal, non-exclusive and non-transferable right of access and use of the Site. Any other right, including the right to reproduce or represent is strictly prohibited and may lead to civil or criminal penalties under copyright infringement laws.
The content of the Site, including any text, program, script, graphic, photo, sound, music, image, drawing, video and interactive function belongs exclusively to CN. This content is protected by intellectual property rights and specifically by copyright and trademark laws.
Under no circumstances can the content of this Site be downloaded, copied, reproduced, distributed, passed on, broadcast, displayed, distorted, granted under licence or used in any other way for any other purpose.
Any web-link that directs users to the Site is prohibited, unless prior written authorisation has been obtained from CN.
The Site may contain web-links that direct users to other Internet sites that do not belong to or are not controlled by CN. CN has no control over the content, privacy policies or practices of third party sites and accepts no responsibility in this respect. CN is not responsible for the availability of these sites or external internet resources and does not endorse the advertising, products or any other material contained on these internet sites or external internet resources which can be accessed from them.
16. RULES ON JURISDICTION AND APPLICABLE LAW
The present terms and conditions are to be governed, interpreted and applied in accordance with UK law. In the event of a disagreement over the meaning of a term or provision, the language for interpreting the present terms and conditions is UK.
Subject to public policy provisions relating to rules on jurisdiction, the law courts of Paris shall have exclusive jurisdiction for any claims or disputes arising from the present terms and conditions.
Provider remuneration criteria
Level of expertise on subject
Level of CN involvement
Exclusive or non-exclusive
White label or not
Number of words per article
Reputation on the Site