Creator Representation Terms and Conditions

Barzel Media

1 Definitions & Interpretation
1.1 In this Agreement, the following words have the following meanings:This Agreement - The Creator Exclusive Representation Agreement between you and Barzel Media, including these Additional Terms and ConditionsContent - the video and audio content that you provide to us and/or authorize us to access in order to provide promotional services;IP Rights - any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design right, rights in trade, business or domain names, rights   in   trade   dress,   rights   in   inventions, performers rights, rights in confidential information or know-how or any similar or equivalent rights in any part of the world;
1.2 Words in the singular include the plural and words in the plural include the singular.
1.3 Headings shall not affect the interpretation of this Agreement.
1.4 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.
1.5 Any   phrase   introduced   by   the   words   including   or   includes   shall   be construed as illustrative and shall not limit the generality of the related general words.

2 Creator Activities; Content
2.1 In carrying out your own promotional activities of the Channel and your digital content you agree not to breach any applicable law or regulation, not to infringe any third party rights and not to do anything that maydamage our reputation.
2.2 You warrant, represent and undertake that the Content shall comply the policies of the platform on which the Content is published (YouTube, Instagram, etc.) relating to content. You will have sole responsibility for the Content you provide to us, regardless of whether such Content is licensed or created by you.
2.3 You warrant, represent and undertake that our use of the Content in accordance with this Agreement shall not infringe the IP Rights of any third party.
2.4 You shall indemnify us and our directors from and against all costs, claims, demands, liabilities, expenses, damages and losses arising out of or in connection with any claim that we may receive in relation to the Content including as a result of a breach of the warranties in this Agreement.

3 Warranties and Liability
3.1 Each of the parties warrants that it has full power and authority to enter into this Agreement and that the exercise of its rights and the performance of   its   obligations   under   this   Agreement   shall   not   breach   any   other agreement entered into by it.
3.2 Except as set out in this Agreement, and to the extent permitted by law, neither party gives or assumes any no representations, warranties or conditions.   Neither   of   us   has   relied   upon   any   other   representations, warranties or conditions to enter into this Agreement.
3.3 We exclude any and all liability to you for, loss of profit, loss or corruption of data or information, business interruption, loss of reputation or goodwill, loss of business opportunity or anticipated saving, wasted expenditure; and/or any indirect or consequential or incidental loss incurred by you even if we have been advised of the possibility of such losses.
3.4 Nothing in this Agreement shall operate to limit or exclude the liability of any party for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, and/or any other liability that cannot lawfully be excluded under applicable law.
3.5 In any event, our entire liability to you under this Agreement including any breach of warranty, condition, representation, statement, act or omission shall be limited to the amount of net income received by us under this Agreement in the previous 6 months.

4 Force Majeure
4.1 For the purposes of this Section 10, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out,   labour   dispute,   failure   of   suppliers   or   subcontractors,   pandemic, epidemic, riot, civil commotion, accident, act of God, fire, flood and storm.
4.2 If a party is prevented, hindered or delayed from or in performing any of its obligations   under   this   Agreement  by   an   event   of   Force   Majeure,   the affected party’s obligations under this Agreement are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.

5 Confidential Information
5.1 Confidential   Information  means   all   information   that   is   marked   as confidential or is manifests by its nature confidential whether written or oral and in whatever medium which comes into a party’s possession and relates to the business, products, services, financial and management affairs, clients, employees or suppliers, plans, proposals, strategies or trade secrets of the other party.   The terms of this Agreement shall be considered Confidential Information.
5.2 During the term and after expiry or earlier termination of this Agreement, each party shall keep confidential, and shall not use (other than for the purposes of this Agreement) and shall not disclose to any third party any Confidential   Information   of   the   other   party,   unless   such   Confidential Information:(a) was public knowledge or already known to the party at the time of disclosure;(b) subsequently becomes public knowledge other than by breach of this Agreement; and/or(c) subsequently comes lawfully into the possession of the party from a third party.
5.3 Either party shall be entitled to disclose Confidential Information of the other party(a) to its current and prospective shareholders, lenders and financing partners,   provided   that   the   disclosing   party   shall   obtain   an undertaking of confidentiality from each such person on terms no less strict than those in this Agreement.(b) to its professional advisers, auditors and bankers provided they have a duty to keep such information confidential;(c) if  required  to   do   so   by   any   court,  governmental  or   other administrative  authority   or  regulatory  body   competent  to   required is closure.

6 Termination
6.1 Barzel Media may terminate this Agreement by notice in writing immediately if you commit   a   material  breach  of   your   exclusivity   obligations,   or   of   your obligations   under   Section   2   (Content)   or   Section   5   (Confidential Information).
6.2 Either   party   may   terminate   this   Agreement   by   notice   in   writing immediately if the other party:(a) commits any material breach of any of the terms of this Agreement and if such breach is capable of remedy fails to remedy that breach within 30 days of being notified of the breach; and/or(b) enters into liquidation compulsorily or voluntarily or compounds with its   creditors   or   has   an   administrator,   receiver   or   administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
6.3 On termination of this Agreement, Barzel Media will cease to promote your digital content or the Channel.     However, we will be entitled to continue the negotiation of any Opportunities that were under negotiation as of the delivery of the notice of termination.
6.4 Termination however caused shall be without prejudice to any rights or liabilities accrued at the date of termination. 
6.5 Provisions of this Agreement that, by their nature, are intended to continue in   force   following   termination,   shall   so   continue,   including   without limitation Sections 2 (Content) and 5 (Confidential Information).

7 General
7.1 The terms of this Agreement apply to the exclusion of all other terms and conditions of business, including any that you may send to us, and all terms otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law. We expressly reject any terms and conditions provided by you to us.
7.2 Nothing in this Agreement shall confer or purport to confer on any other third party any benefit or the right to enforce any term of this Agreement.
7.3 Save as expressly provided in this Agreement no amendment or variation of this Agreement shall be effective unless it is in writing and signed by each of the parties.
7.4 The failure or delay of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
7.5 Any notice given under this Agreement shall be in writing and shall be served by delivering the notice personally, by email or by pre-paid first class post to the address for each party set out on the Order or such other address or email address as either party notifies to the other from time to time. Any such notice shall be deemed to have been received if delivered personally or by email at the time of delivery and if delivered by first class post 24 hours from the date of posting.