Please read these terms and conditions carefully before any purchase or using this site.
This is a legal document which constitutes a binding agreement between (i) Pendragon Works Limited (14017701) with registered office at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ ("Pendragon Works") and you as user of the website and/or the legal entity identified on the Order Form ("Creator").
These Terms & Your Contract: Only these Terms and Conditions will be considered as relevant notice of any offer in relation to a Creator, your Purchase and any subsequent contract with us.
If you do not agree to these terms and conditions, you should refrain immediately from using the Services or Website.
(A) Pendragon Works has developed certain software applications and platforms, enabling customers to create, store and distribute digital creative pitch documents. Pendragon Works also represents talent and their specific projects with the aim of discovery by third party commissioners.
(B) Pendragon Works makes the platform and related services available to customers on managed services basis, and subject to agreeing an Order Form. Pendragon Works agrees to provide, and the Creator has agreed to take and pay for (as applicable) such services, subject to the terms and conditions of this Agreement.
INTERPRETATION
1.1 In this Agreement, unless the contrary intention appears:
"Agreement" means these terms and conditions together with all the recitals, clauses, schedules, annexes and all other documents referred to herein;
"Authorised Users" means those employees, agents and contractors of the Creator who are authorised by the Creator to use the Services;
"Commissioned Projects" means any Project that receives Funding following discovery on the Website;
"Creator Materials" means all materials, text, pictures, images, sound, graphics, video, data, information, logos or other content supplied or used by the Creator in whatever form in connection with Website , including amendments, additions to or versions of the Creator Materials, including all pitches and projects, created by or via the Website or as a result of the Services;
"Fees" means the fees for any Services as specified in the Order Form and/or the Pendragon Works Pricing Page available here [ - ];
"Funding" means any funding or prefunding through payments to the creator in any way, including option, development, production, commission and/or licensing fees;
"Intellectual Property Rights" means all intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including copyright, database rights, confidential information, patents, trademarks, service marks, trade names, design rights, moral rights, business names, domain names and other similar rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;
"Laws" means any applicable legislation, regulation, by law, ordinance, subordinate legislation, code of practice, published guidance and other requirement of any relevant government or governmental agency;
"Order Form" means the specific order for Services agreed between the parties confirming details of the agreed use the Website, and Services;
"Order Form Date" means the date of the Order Form as set out on the Order Form;
"Project" means any project or pitch that is created and/or registered on the Website;
"Services" means any services to be supplied by Pendragon Works under this Agreement via the Website, as itemised in the Order Form;
"Term" means the term of this Agreement as provided for in clause 14;
"3rd Party Services" means third party services, content, assets or other third party materials, items or rights used or enabled by Pendragon Works in the provision of the Services, such as the Getty Images Easy Access Programme;
"Virus" means any "back door", "Trojan Horse", "time bomb", "worm", "drop dead device", "virus" or other software intended or designed, or having the effect, to disable, erase, corrupt, destroy or otherwise damage or interfere with, or provided unauthorised access to, computer systems or any software stored on those computer systems;
"Website" means the Pendragon Works website via which the Services are made available, (save for any 3rd Party Services accessed via the Website), and all versions, amendments and improvements thereto and/or any other tools, methods, models, know how, code, functionality or other elements owned or developed by Pendragon Works including during the provision of the Services;
"Website Data" means all usage and/or statistical or other data, information, learnings or know how related to and/or derived from the use of the Website by customers and users, only in anonymised and aggregated form, and at all times not including Creator Confidential Information; and
"Working Day" means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales.
1.2. In this Agreement, unless the context otherwise requires:
(a) words importing a gender include any other gender;
(b) words in the singular include the plural and vice versa;
(c) a reference to a person shall include a company, partnership, joint venture, association, corporation or other body corporate;
(d) a reference to any Law or standard shall include a reference to that Law or standard as amended, extended, consolidated or re-enacted from time to time;
(e) a reference to a document shall include all authorised amendments, supplements to and replacements to that document;
(f) a reference to the parties shall include their permitted successors and assigns;
(g) where a word or a phrase is given a particular meaning, other grammatical forms of that word or phrase shall have corresponding meanings; and
(h) the words 'include', 'including', 'for example' or similar words shall be construed as illustrative and without limitation to the generality of the related words.
1.3. The headings are inserted for convenience only and shall not affect the construction of this Agreement.
1.4. Unless otherwise stated a reference to a clause or a schedule or a party is a reference to a clause in or a schedule to or a party to this Agreement.
1.5. This Agreement was drafted with the joint participation of the parties and no provisions of this Agreement will be construed adversely to a party solely on the ground that such party was responsible for the preparation of this Agreement.
1.6. In the event of any conflict between these general terms and an Order Form these general terms will take precedence save to the extent specifically amended by the Order Form.
2. SERVICES AND WEBSITE ACCESS
2.1. Subject to submission and agreement of a relevant Order Form as approved by Pendragon Works, and receipt of any applicable Fees in accordance with the payment terms, Pendragon Works will provide the Services to the Creator including a non-exclusive, non-transferable, royalty free right to access and use the Website, in accordance with the permissions, restrictions and other details set out in the Order Form, solely for the Creator's own business purposes, and subject to the terms and conditions of this Agreement.
2.2. For the avoidance of doubt, no submitted Order Form shall be effective unless approved by Pendragon Works. Once agreed, such Order Form will be effective and binding on the parties by incorporating this Agreement.
2.3. The rights and services provided under this Agreement shall be personal to the Creator only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Creator.
3. 3RD PARTY SERVICES
3.1. In the event any 3rd Party Services are selected to be used by the Creator under the Services, the Creator will be required to enter into a standard licensing agreement with such third party. Separate licensing fees may be payable by the Creator to the third party under such license.
3.2. The Creator acknowledges that Pendragon Works has no control over such Third Parties, the Creator should read and be satisfied with the terms and conditions of any licensing arrangements with such third parties, and uses such services at its own risk.
3.3. The Creator hereby indemnifies and keeps Pendragon Works indemnified against any losses, damages, claims and cost suffered by Pendragon Works as a result of the Creator breaching any licensing terms in relation to the 3rd Party Services, or otherwise using the 3rd Party Services beyond the permitted use.
4. Intellectual Property Rights, Copyright Infringement & 'Fair Use'
4.1. The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Pendragon Work, its licensors, or other providers of such material and are protected by United Kingdom and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
4.2. This Agreement permits you to use the Website for your personal, non-commercial use only. You must not access or use for any commercial purposes any part of the Website or any Services or materials available through the Website. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website except as permitted by this Agreement.
4.3. The Pendragon Works name, logo, trademarks and all related names, logos, product and service names, designs, and slogans are trademarks of Pendragon Works Limited or its affiliates or licensors. You must not use such marks without the prior written permission of Pendragon Works. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.