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CONTENT LICENCE CONDITIONS

Background
(A) AMP Media/Cymru Creative Group hosts the Content on its Platform. The Content User wishes to Download the Content
and use it for the Project.
(B) This Licence sets out the terms upon which AMP Media/Cymru Creative Group (hereafter may be referred to as AMP)
allows the Content User to Download and use the Content in relation to the Project.
1 Definitions and interpretation
1.1 The definitions and rules of interpretation in this clause apply in this Licence.
“AMP” AMP Media/Cymru Creative Group (trading as Cymru Stock), a partnership, whose
trading address is Unit 16, Creative Arts Units, Aberystwyth, Wales, SY23 3GL

“Broadcast” means the use of Content on:

(a) terrestrial, satellite or cable television stations;
(b) online video or television on demand services, including without limitation Netflix,
Amazon Prime, Hulu, Apple TV; or
(c) cinemas

"Business Day" a day, other than a Saturday, Sunday or public holiday in England, when banks in London

are open for business.

“Channels” the following media channels, ALL social media channels with the exception of

Broadcast.

“Conditions” these terms and conditions set out in clause 1 to clause 26 .
"Content" any content including video footage, audio visual works, photographs, illustrations,
animations and other audio visual and digital media works that is Downloaded by the
Content User from the Platform.

“Content User” the individual or organisation who has an account with AMP to use the Platform and

Download the Content.

“Content User
Information”

the Content User information submitted by the Content User to AMP on the Platform at
the point which the Content is to be Downloaded.

“Contract” the contract between AMP and the Content User as set out in the Content User

Information and these Conditions.

“Contributor” the person or organisation who original created the Content and licensed it to AMP to

host on the Platform.

“”Download” downloading, copying or obtaining the Content from the Platform.

“Download” shall also include “Downloaded” or “Downloading”, as the context requires.

“Insolvent” a party is insolvent if:

(a) it suspends, or threatens to suspend, payment of its debts or is unable to pay its
debts as they fall due or admits inability to pay its debts or (being a company or
limited liability partnership) is deemed unable to pay its debts within the meaning
of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either
unable to pay its debts or as having no reasonable prospect of so doing, in either
case, within the meaning of section 268 of the Insolvency Act 1986 or (being a
partnership) has any partner to whom any of the foregoing apply;
(b) it commences negotiations with all or any class of its creditors with a view to
rescheduling any of its debts, or makes a proposal for or enters into any
compromise or arrangement with any of its creditors;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for
or in connection with its winding up (being a company);
(d) an application is made to court, or an order is made, for the appointment of an
administrator, or if a notice of intention to appoint an administrator is given or if an
administrator is appointed over it (being a company);
(e) the holder of a qualifying floating charge over its assets (being a company) has
become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over all or any of its assets or a
receiver is appointed over all or any of its assets; or
(g) being an individual, it is the subject of a bankruptcy petition or order;

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(h) a creditor or encumbrancer of it attaches or takes possession of, or a distress,
execution, sequestration or other such process is levied or enforced on or sued
against, the whole or any part of its assets and such attachment or process is not
discharged within ten Business Days;
(i) any event occurs, or proceeding is taken, with respect to it in any jurisdiction to
which it is subject that has an effect equivalent or similar to any of the events
mentioned in paragraphs (a) to (h) above (inclusive); or
(j) it suspends or ceases, or threatens to suspend or cease, carrying on all or a
substantial part of its business.

"Intellectual
Property Rights"

patents, utility models, rights to inventions, copyright and neighbouring and related rights,
moral rights, trademarks and service marks, business names and domain names, rights
in get-up, goodwill and the right to sue for passing off, rights in designs, database rights,
rights to use and protect the confidentiality of, confidential information (including know-
how and trade secrets), and all other intellectual property rights, in each case whether
registered or unregistered and including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim priority from, such rights and all
similar or equivalent rights or forms of protection which subsist or will subsist now or in
the future in any part of the world.

“Licence Fee” the licence fee stated on the Platform for the relevant Content to be Downloaded by the

Content User for use in relation to a Project on the terms of this Licence.
“Platform” the digital platform operated by AMP Media/Cymru Creative Group available at

www.cymrustock.co.uk
“Project ” means the use of the Content in:
(a) any independently authored work;
(b) works for advertising or promotion;
(c) social media advertising or promotion;
(d) books and periodicals;
(e) performance content.
“Single Project” means use for one Project.
1.2 Clause, and paragraph headings shall not affect the interpretation of this Licence.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however
incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the
singular.
1.6 This Licence shall be binding on, and enure to the benefit of, the parties to this Licence and their respective personal
representatives, successors and permitted assigns, and references to any party shall include that party's personal
representatives, successors and permitted assigns.
1.7 A reference to writing or written includes email but not fax.
1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as
illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2 Grant of licence
2.1 AMP hereby grants the Content User a non-exclusive, worldwide, non-transferrable license to use the Content for the
Project on the terms and conditions set out in this Licence to, as follows:
2.1.1 use the Content for the Project including copying, editing, modifying and synchronising;
2.1.2 distributing the Content used in a Project through the Channels.
2.2 The Content User expressly acknowledges and agrees that the Content which has been Downloaded (or to be
Downloaded):
2.2.1 is for Single Project Use only; and
2.2.2 can only be distributed and used through the Channels but not Broadcast

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2.3 Where the Content User wishes to:
2.3.1 use the Content for further Project(s), the Content User will need to purchase a further licence from AMP
Media/Cymru Creative Group/CymruStock for the additional Project(s):
2.3.2 distribute or use the Content via Broadcast, the Content User will need AMP Media’s prior written approval which
may require purchasing a further and different type of licence.

3 Licence Fee
3.1 The Content User is to pay the Licence Fee in full before the relevant Content is Downloaded from the Platform.
3.2 The Licence Fee stated on the Platform for the Content is inclusive of VAT (where applicable).
3.3 The Content User is responsible for any and all applicable sales taxes (excluding VAT), use taxes, value added taxes,
customs, duties imposed by any jurisdiction as a result of the Content’s User’s entering into the Licence any on-going use
of the Content in relation to a Project. Where AMP or the Content User is required to collect or remit direct or indirect
taxes, the Content User may be required to self-assess their tax under the applicable laws of their country of residence.
3.4 The Content User’s licensing of the Content under and payment of the Licence Fee in respect of this Licence is non-
refundable, even if this Licence is terminated before the end of the Project. AMP is under no obligation to refund any
Licence Fee paid by the Content User. In the event that AMNP determines the Content User is entitled to a refund of all or
part of the Licence Fees paid, such refund shall be made using the payment method originally used by the Content User
to make the purchase of the Content.
4 AMP's Obligations
4.1 AMP confirms it has right and authority to enter into and grant the rights in the Content to the Content User under this
Licence.
4.2 AMP shall:
4.2.1 use reasonable endeavours to make the Platform available to Content Users on a continuous basis but provides
no warranties or guarantees to the Content User that the Platform shall have any specified uptime availability, be
error or virus free;
4.2.2 comply with all applicable laws in performing its obligations under this Licence.
4.3 AMP warrants that the Content User’s unaltered use of the Content when Downloaded (and when used in compliance
with this Licence and applicable law) will not:
4.3.1 infringe any third party Intellectual Property Rights; or
4.3.2 violate any third parties' rights of privacy or publicity.
4.4 AMP warrants that at the time of Downloading there are no material defects in the Content which would prevent it from
being Downloaded from the Platform and used as permitted as set out in this Licence.
4.5 Where the Content User experiences material defects in the Content, the Content User’s sole remedy shall be:
4.5.1 upon request to AMP within 30 days of the Download of the Content, the Content User shall be entitled to
Download the Content again to obtain a replacement copy; or
4.5.2 where AMP determines (in its sole discretion) that the material defects in the Content may continue, AMP will
refund the Licence Fee paid for the Content.

4.6 AMP expressly states that other than as set out within this Licence, the Content is provided “as is” without any warranty of
any-kind, either express or implied, including any implied warranties of merchantability, fitness for a particular purpose,
non-infringement or title, all of which are expressly excluded.
4.7 AMP shall use reasonable endeavours to ensure the accuracy of keywords, titles and descriptions used for Content on
the Platform. However, the Content User is to check the suitability of the Content for its intended Project and AMP will not
have any liability in respect of claims arising from inaccurate keywords, titles or descriptions.
4.8 AMP shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content.
4.9 AMP does not warrant that the Content or the Platform will meet the Content User’s needs and requirements. The
Content User accepts responsibility for the risk as to the quality, performance and use of the Content for the Project.
5 Use of Content
5.1 The Content User’s use of the Content shall be subject to the restrictions set out in this clause 5
5.1.1 Broadcast – the Content shall not be used or distributed via Broadcast.
5.1.2 Ownership of Content: the Content User shall not acquire any title or interest in the Content including the
Intellectual Property Rights beyond the right to use the Content in accordance with the terms of this Licence

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5.1.3 Reverse Engineering: the Content shall not be reverse engineered, decompiled, disassembled.
5.1.4 Use in Trademarks or Logos: the Content shall not be incorporated by the Content User into any logo, trademark
or service mark.
5.1.5 Sensitive Use: the Content User shall not use any Content in any context that would be unflattering or unduly
controversial to a reasonable person (including use related to the promotion, advertisement or endorsement of
any political purpose.
5.1.6 Unlawful Use: the Content User shall not use the Content in, a pornographic, unlawful, defamatory, or deceptive
context, or in a manner that could be considered libellous, obscene, or illegal manner.
5.1.7 Compliance: this License is conditional upon the Content User’s payment of the Licence Fee and ongoing
continued compliance with the terms of this Licence.
5.1.8 Merchandise: the Content shall not be used by the Content User or any third party on any merchandise of any
sort.
5.1.9 Special Terms: use of the Content may be subject to additional special terms and restrictions. If special terms
and restrictions apply, these will be set out on the page of the Platform where the Content is to be Downloaded
(which are by reference incorporated into this Licence);

6 Content User Warranties
6.1 The Content User warrants that:
6.1.1 if they are an individual, they are over 18 years of age;
6.1.2 all information provided to AMP by the Content User via the Platform is accurate and true, including all
information relating to the Content User and credit card or other payment information
6.1.3 they will provide AMP with updated information as is necessary for any information provided required to be
provided under this Licence to continue to be accurate and complete;
6.1.4 if they are an individual, the Content User has Downloaded (or is seeking to Download) the Content under their
own Content User account on the Platform;
6.1.5 If the Content User is Downloading the Content on behalf of their employer, the Content User confirms
(a) It has the full right and authority to execute, deliver and perform this Licence on behalf of their employer
(b) this Licence is a binding agreement with their employer

7 Credit (Broadcast Only)
7.1 The Content User shall accord the Contributor credit on any use of the Content in relation to a Project used for Broadcast
purposes by:
7.1.1 accompanying the Project with a credit line that attributes the Content to the Contributor and AMP; and/or
7.1.2 using credit lines that reads “Stock media provided by Cymru Stock/AMP” or substantially the same language.
8 IPR Indemnity
8.1 AMP shall indemnify the Content User in full against all claims, liabilities and expenses arising out of any claim that the
Content User’s use of the Content, duly approved in accordance with the provisions of this Licence infringes the
Intellectual Property Rights of a third party. AMP shall not be liable under this indemnity for any of the types of losses
specified in clause 10.2 .
8.2 If the use or possession of the Content (as permitted under this Licence) infringes or, in AMP’s opinion, is likely to infringe
any Intellectual Property Rights of a third party, AMP may at its option and expense:
8.2.1 procure for the Content User the right to continue to use the Content free from any liability for such infringement;
8.2.2 modify or replace the Content so as to avoid the infringement;
8.2.3 terminate this Licence immediately on written notice in respect of the affected Content.
8.3 If AMP is required to indemnify the Content under this clause 8 , the Content shall:
8.3.1 notify AMP in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 8.1
(IPRs Claim);
8.3.2 allow AMP, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim;
8.3.3 provide AMP with such reasonable assistance regarding the IPRs Claim as is required by AMP; and

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8.3.4 not, without prior consultation with AMP, make any admission relating to the IPRs Claim or attempt to settle it,
provided that AMP considers and defends any IPRs Claim diligently, using competent counsel and in such a way
as not to bring the reputation of the Content User into disrepute.

9 Content User’s Indemnity
9.1 The Content User shall indemnify AMP against all liabilities, costs, expenses, damages and losses (including but not
limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal
costs and all other reasonable professional costs and expenses) suffered or incurred by AMP arising out of or in
connection wit
9.1.1 any breach of the warranties contained in clauses 5 and 6 ;
9.1.2 the Content User’s breach of the terms of this Licence;
9.1.3 the enforcement of this Licence by AMP;
9.1.4 any claim made against AMP for actual or alleged infringement of a third party's Intellectual Property Rights
arising out of or in connection with the Content User’s use of the Content, except where such claim:
(a) arises solely from the original Content which was Downloaded by the Content User; and
(b) the Content User’s use of the Content has been in accordance with the terms of this Licence.

10 Liability
10.1 Nothing in this Licence shall operate to exclude or limit either party’s liability for:
10.1.1 death or personal injury caused by its negligence;
10.1.2 fraud; or
10.1.3 any other liability which cannot be excluded or limited under applicable law.
10.2 AMP shall have no liability for any losses or damages which may be suffered by the Content User (or any person claiming
under or through the Content User), whether the same are suffered directly or indirectly or are immediate or
consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall
within any of the following categories: (a) loss of use, (b) loss of profits, (c) loss of anticipated savings, (d) loss of business
opportunity, (e) loss of contracts, (f) loss of goodwill; or (g) loss arising from damaged, corrupted or lost data, provided
that this clause 10.2 shall not prevent claims for direct financial loss that are not excluded by any of categories (a) to (g)
inclusive of this clause 10.2 .
10.3 Subject to clause 10.1 , AMP's total aggregate liability, whether in contract, tort (including negligence), or otherwise and
whether in connection with the Content which is Downloaded in relation this Licence shall not exceed £1,000 (one
thousand pounds).
10.4 Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or
be implied or incorporated into this Licence, whether by statute, common law or otherwise, are hereby excluded to the
maximum extent permitted by law.
11 Termination
11.1 This Licence shall automatically expire at the end of the Project which the Content was Downloaded in relation to by the
Content User.
11.2 Without affecting any other right or remedy available to it, AMP may terminate this Licence with immediate effect by giving
written notice to the Content User if:
11.2.1 the Content User at any time is in breach of any of the warranties set out at clauses 5 and 6 ;
11.2.2 AMP becomes aware at any time that the Content provided by the Content User may be infringe third party
Intellectual Property Rights

11.3 Without affecting any other right or remedy available to it, either party may terminate this Licence (or remove Content from
the Platform) with immediate effect by giving written notice to the other party if the other party:
11.3.1 the other party fails to pay any amount due under this Licence on the due date for payment and remains in
default not less than 14 days after being notified in writing to make such payment; or
11.3.2 the other party commits a material breach of any other term of this Licence which breach is irremediable or (if
such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to
do so; or
11.3.3 the other party is Insolvent
12 Consequence of Termination

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12.1 On any expiration or termination of this Licence:
12.1.1 the Content User’s right to use the Content shall automatically expire; and
12.1.2 the Content User shall automatically pay AMP any outstanding amounts due to AMP in relation to this Licence
within 30 days of AMP providing an invoice setting out such outstanding sums.

13 Survival
Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after
termination of this Contract shall remain in full force and effect.
14 Third party rights
14.1 The Content User expressly agrees that the Contributor may enforce any of the terms of this Licence against the Content
User as if the Contributor was AMP.
14.2 Except as set out at clause 14.1 , this Licence does not give rise to any rights under the Contracts (Rights of Third Parties)
Act 1999 to enforce any term of this Licence.
14.3 The rights of the parties to rescind or vary this Licence are not subject to the consent of any other person.
15 Transfer, Assignment and other dealings
15.1 The Content User shall not assign, transfer, subcontract, mortgage, charge, subcontract, sub-license, delegate, declare a
trust over or deal in any manner with this Licence or any of its rights and obligations under this Licence without the prior
written consent of AMP.
15.2 AMP may at any time assign, transfer, subcontract mortgage, charge, delegate, declare a trust over or deal in any other
manner with any or all of its rights under this Licence.
15.3 The Content User shall, at AMP's request, execute any agreements or other instruments (including any supplement or
amendment to this Licence) which may be required in order to give effect to or perfect any assignment, transfer,
mortgage, charge or other dealing referred to in clause 15.2 .
15.4 AMP may, after having given prior written notice to the Content User, assign its rights under this Licence to any person to
which it transfers its business (or that part of its business to which this Licence relates), provided that the assignee
undertakes in writing to be bound by AMP's obligations under this Licence.
16 Force majeure
AMP shall not be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations
under this Licence if such delay or failure result from events, circumstances or causes beyond its reasonable control. In
such circumstances the time for performance shall be extended by a period equivalent to the period during which
performance of the obligation has been delayed or failed to be performed.
17 Severance
17.1 If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed deleted,
but that shall not affect the validity and enforceability of the rest of this Licence.
17.2 If any provision or part-provision of this Licence is deemed deleted under clause 18.1 the parties shall negotiate in good
faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the
original provision.
18 No partnership or agency
18.1 Nothing in this Licence is intended to, or shall be deemed to, establish any partnership or joint venture between any of the
parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for
or on behalf of any other party.
18.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
19 Data Protection
AMP will only use the Content User’s personal information in accordance with its privacy policy INSERT LINK.
20 Confidentiality
20.1 The Content User undertakes that it shall not at any time during this Licence, and for a period of five years after the expiry
or termination of this Licence, disclose to any person any confidential information concerning the business, affairs,
customers, clients or suppliers of AMP, except as permitted by clause 20.2 .
20.2 The Content User may disclose AMP’s confidential information:

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20.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of
exercising the Content User’s rights or carrying out its obligations under or in connection with this Licence. The
Content User shall ensure that its employees, officers, representatives or advisers to whom it discloses AMP’s
confidential information comply with this clause 20.2 ; and
20.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
20.3 The Content User shall not use AMP’s confidential information for any purpose other than to exercise its rights and
perform its obligations under or in connection with this Licence.
21 Notices
21.1 Any notice or other communication given to a party under or in connection with this Licence shall be in writing and shall
be:
21.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office
(if a company) or its principal place of business (in any other case); or
21.1.2 sent by email:
(a) in the case of AMP to:
(b) in the case of the Content User: to the address specified in the Content User Information.

21.2 Any notice or communication shall be deemed to have been received:
21.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
21.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business
Day after posting or at the time recorded by the delivery service; and
21.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt,
when business hours resume. In this clause 21.2.3 , business hours mean 9.00 am to 5.00 pm Monday to
Friday on a day that is not a public holiday in the place of receipt.

21.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable,
any arbitration or other method of dispute resolution.
21.4 A notice given under this Licence is not valid if sent by fax.
22 Further assurance
At its own expense each party shall, and shall use all reasonable endeavours to procure that any necessary third party
shall, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving
full effect to this Licence.
23 Waiver
No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a
waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or
remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any
other right or remedy.
24 Entire agreement
24.1 This Licence constitutes the entire agreement between the parties and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and understandings between them, whether written or
oral, relating to its subject matter.
24.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in this Licence. Each party agrees that it shall have no claim
for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
25 Variation
25.1 AMP may vary the terms of this Licence at any time upon at least 30 days’ written notice to the Content User.
25.2 The Content User will be subject to the terms of the Licence in force at the time that the Content was first Downloaded.
25.3 Any change to this Licence shall not apply to Content that was first Downloaded by the Content User prior to the change.
26 Governing law and Jurisdiction
26.1 This Licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it
or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

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26.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute
or claim (including non-contractual disputes or claims) arising out of or in connection with this Licence or its subject matter
or formation.