Comedy Crowd Idea Generation Agreement (PART A) and Terms of Service (PART B)

PLEASE CAREFULLY READ THE FOLLOWING IDEA GENERATION AGREEMENT AND TERMS OF SERVICE (THE “AGREEMENT“).

BY SELECTING THAT YOU AGREE TO THIS AGREEMENT ON THE SUBMISSION PAGE AND PAYING THE ORDER FEE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “SUBMIT” BUTTON AND DO NOT COMPLETE CHECKOUT.

Please contact us at theccteam@thecomedycrowd.com for any queries.

“Comedy Crowd“, “We“, “Our” and “Us” means Grassroutes Entertainment Ltd (trading as The Comedy Crowd) (11320480) with registered address at International House, Mosley Street, Manchester, M2 3HZ.

“You” or “Your” means the person or company who wishes to engage Our services on the basis of this Agreement (“Agreement“).

(individually a “party” and collectively the “parties” to this Agreement)

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

PART A – COMMISSION ORDER TERMS

COMEDY IDEA GENERATION SERVICES	Subject to the provisions of this Agreement and to secure due performance of Your obligations under this Agreement, Comedy Crowd shall: secure no less than five (5) comedy top line ideas/concepts from our comedians (“Creators“) for Your company or brand (“Concepts“); and manage all administrative aspects of idea generation, Creator management and review of secured Concepts (the “Services“).
PRODUCTION AND DELIVERY SCHEDULE	Unless agreed otherwise in separate email communication between the parties, the production and delivery schedule for the Concepts to You (the “Production Schedule“) shall be as follows:   no later than seven (7) days from completion of Your payment of the Order Fee (as defined below). If any delivery in the Production Schedule is delayed at the request of, or because of Your acts or omissions, the Production Schedule shall be amended to take account of such delay.
ORDER FEE	£500 (excluding VAT)
PAYMENT	Payment of the Order Fee shall be through an online payment page that You will be directed to after indicating your agreement of this Agreement.
RIGHTS AND FURTHER DEVELOPMENT	Comedy Crowd and its Creators shall retain all rights in the Concepts however you shall have first option to develop and produce content based on a chosen Concept. You acknowledge that the design, development and production of any video or image based on a Concept for Your use shall be exclusively by Comedy Crowd. Should You choose any Concept(s) for further development, design and production into completed videos and images, then a separate agreement shall be entered into between the parties relating to the production and delivery of such content.
TERM	The term of this Agreement (the “Term“) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. In the event that this Agreement is terminated by You prior to completion of the Services but where the Services have been partially performed, Comedy Crowd will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of Comedy Crowd.

PART B – STANDARD TERMS AND CONDITIONS

1. Neither party may assign this Agreement without the written agreement of the other party.

2. Comedy Crowd shall be responsible for all clearances (including music clearances), consents and talent approvals required for the exploitation of the Concepts. For the avoidance of doubt, You shall not be responsible for obtaining any clearances and/or the payment or administration of PRS royalties.

3. Comedy Crowd represents and warrants that: (i) the rights granted to You herein have not been and will not be granted, encumbered, impaired or otherwise disposed of in any manner to any person in a manner inconsistent with this Agreement and neither Comedy Crowd nor any third party shall disturb or interfere with the full, complete and unencumbered exercise of Your rights hereunder; (ii) the Concepts do not and will not contain anything which is defamatory of any person firm or corporation; (iii) Comedy Crowd has obtained all required consents, permissions and image/appearance releases from any individuals, groups, or parties, so that Comedy Crowd is able to grant the rights granted under this Agreement; and (iv) the Concepts and Your exploitation of the same does not and will not infringe upon the copyright or violate any other personal or property rights of any person, including, without limitation, any other intellectual property rights.

4. At all times after the date of this Agreement the parties shall, at their own expense, execute all such documents and do all such acts and things as may reasonably be required for the purpose of giving full effect to this Agreement.

5. Comedy Crowd shall not itself, or through any third party, exploit any rights that it controls in the Concepts in a manner that may negatively impact the exploitation by You of any rights assigned under this Agreement.

6. Where any approval required under this Agreement is sought in writing by the Comedy Crowd and You fail to respond within 2 (two) business days from receipt of the request, the relevant approval shall be deemed granted.

7. You shall have the right throughout the world to take any steps it deems necessary (including initiating or joining in any legal action) to prevent any unauthorised use of the rights granted hereunder.

8. Comedy Crowd hereby indemnifies You against any and all liability, costs, expenses, losses, damages or claims whatsoever which may be suffered or incurred by You arising out of or as a result of any breach, non-performance or negligent performance by Comedy Crowd of any terms of this Agreement, or from Your use and exploitation of any rights granted or purported to be granted hereunder including any claim made against You for actual or alleged infringement of a third party’s intellectual property rights.

9. Nothing in this Agreement will exclude or limit either party’s liability:

a) for fraud or fraudulent misrepresentation;

b) for death or personal injury caused by its negligence;

c) for wilful breach of this Agreement; or

d) for any other liability that cannot be excluded or limited by law.

10. Subject to clause 9, each party’s maximum aggregate liability under or in connection with this Agreement, whether arising under statute or arising in or for breach of contract, tort (including negligence), breach of statutory duty, or otherwise, shall in all circumstances be limited to the total payment made under this Agreement.

11. Subject to clause 9, neither party shall be liable to the other party under or in connection with this Agreement, or any collateral contract, whether arising under statute or out of breach of contract, tort (including negligence), breach of statutory duty, or otherwise, for:

a) any loss of profits, business, goodwill, reputation or loss of, damage to, or corruption of data; or

b) any special, indirect or consequential losses.

12. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 180 days or more, the party not affected may terminate this Agreement by giving 30 days’ written notice to the other party.

13. If termination occurs under clause 12, all sums paid to Comedy Crowd by You under this agreement shall be refunded to You, except that Comedy Crowd shall be entitled to payment on a quantum meruit basis for all work done before termination, provided that Comedy Crowd takes all reasonable steps to mitigate the amount due.

14. Each party shall treat as confidential all information obtained as a result of negotiating and entering into this Agreement relating to the business of the other party and all information relating to this Agreement (including, for the avoidance of doubt, the Brief and all Concepts shared with You), and such receiving party shall not disclose any such confidential information to any person other than to any of its directors, employees or contractors who need to know such information in order to discharge their duties and not use any such confidential information other than in connection with the performance of this Agreement.  A party may disclose any such confidential information to the extent required by law or for the purpose of any judicial proceedings.

15. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.

16. We may at any time revise the terms of this Agreement by updating these terms and by providing notice to You of that change.

17. The effective date of this Agreement shall be the date of Your acceptance and payment of the Order Fee.

Jon Jayson

Director and CEO – The Comedy Crowd