Digital content distribution terms and conditions
Where digital content is supplied by a website user to a website operator for resale, the legal basis of the parties' relationship should be set down in writing. That is the purpose of these terms and conditions.
A licensing clause is included in the terms and conditions, setting out the basis upon which the website operator may use the digital content, and also the basis upon which the content may be sub-licensed to customers. Optionally, content supplied on a "free distribution" basis may be distinguished from content supplied on a "paid distribution" basis, with different rights attached to each type of content.
The document assumes that the content supplier will be paid a royalty in relation to sales of the supplied content. To avoid price-fixing issues, the website operator is free to set resale prices for the digital content; and to protect the content supplier from very low prices, a minimum payment provision is included.
NB This document is not suitable for use in relation to a digital marketplace, or any other sort of marketplace for that matter. In a digital marketplace, it is the content supplier, rather than the website operator, that is legally responsible for the supply and licensing of the digital content to the end customer. Under this document, the website operator is responsible, and there are no direct legal relationships between content suppliers and customers.Ask about this document
Digital content distribution terms and conditions contents
- Introduction: purpose of document: governing content distribution; express agreement to document upon content submission.
- Interpretation: informal definitions for content distribution terms and conditions.
- Submission process: advertisement of content distribution programme as invitation to treat; no content distribution contracts except in accordance with procedure; content submission process.
- Supply of content: format and supply of content.
- Distribution of content: no obligation to distribute content; obligation to distribute content; distributor of content to determine prices.
- Licensing of content: grant of licence to distribute content; permitted uses of content (including right to distribute); prohibited uses of content; survival of sub-licences.
- Moral rights: warranty that right of paternity in content has been waived; assertion of right of paternity in content; warranty that right of integrity in your content has been waived.
- Content for free distribution: no payment for free distribution content.
- Royalties: obligation to pay royalty; amount of royalties; minimum amount instead of royalty; accounting for royalties.
- Warranties and representations: warranties relating to content; content intellectual property infringement warranty; no implied warranties or representations relating to supply of content.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for free information or services; no liability for force majeure; no liability for business losses; no liability for loss of data or software; no liability for consequential loss; no personal liability.
- Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Variation: revision of document by publishing new version on website; variations govern future contracts.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Entire agreement: entire agreement.
- Law and jurisdiction: governing law; jurisdiction.