FULL CHANNEL NON-EXCLUSIVE AGREEMENT

PSEUDO MEDIA GROUP – TERMS AND CONDITIONS

NON-EXCLUSIVE AGREEMENT (“Agreement”)

This Agreement shall be effective from the date specified on the online form (“Form”) associated with this Agreement (“Date”) and by such reference, the Form shall be incorporated into and constitute part of this Agreement. This Agreement is made between PSEUDO MEDIA GROUP, a company incorporated under the laws of England and Wales (“Company”, “PMG”, “our”, “us” or “we” and such expression shall also be deemed to include the Company’s successors in title, licensees, assigns and Affiliates (defined below)) and you (“you” or “your”). You and us are each a “party” and collectively the “parties.”

(1) CONTENT

The Content shall consist of all the photos, videos, visual, audio-visual material, and/or any other content described on the Form, including any materials forming part of the content uploaded to or published via the link(s)/URL(s) to web pages and/or social media channel(s) referenced in the Form from time to time (the “Content”). Please provide us with written notice prior to or on the Date, of any material and/or content contained in the link(s)/URL(s) in the Form which you do not want to license to us in accordance with this Agreement, otherwise and for the avoidance of doubt, all such content/materials will form part of the Content and the remit of this Agreement.

(2) PERMITTED USE OF CONTENT

In consideration of a credit (to be agreed between you and us) and/or of the parties’ respective obligations hereunder, we shall be entitled to edit, upload, exploit and monetize the Content (in whole or in part), worldwide (“Territory”) on any of our owned and operated websites, applications, social media pages and channels and on all other media platforms now known or hereinafter devised (including, without limitation, paid media, affiliate marketing, sponsorship, advertising and OTT services) (“Media”) in perpetuity (“Term”). The foregoing shall include our right to use the Content for any purpose and in any manner across any Media in perpetuity, and we shall have absolute editorial and creative discretion when using, editing, and publishing the Content across any of our owned brands on the Media.

(3) LICENSE AND INTELLECTUAL PROPERTY

3.1 You agree that we own or will own all right, title, and interest (including copyright) in and to any photos, footage, visual and/or audio-visual material and content and all related materials created, developed, or produced by us in connection with the Content (PMG Content). For the avoidance of doubt, you will retain the full right, title and ownership of the Content.

3.2 You hereby grant and assign to us a non-exclusive licence (absolutely with full title guarantee, by way of present grant and assignment of existing and future rights) to, without limitation: (a) the Content; (b) the right to use, copy, store, publish, reproduce, print, adapt, save, archive, license, sub-license, distribute, transmit, exhibit, and exploit the Content (and/or any part of it); and (c) the right to include derivative uses of the Content in any future versions or uploads of the Content on the Media, in the Territory and for the Term (“Licensed Rights”).

3.3 Pursuant to the Licensed Rights we shall be permitted to (but have no obligation to): (a) reproduce and display the Content as part of our marketing and promotional materials and for publicity purposes for the Term and in the Territory and monetize the Content on any of the Media; (b) edit, juxtapose, add to, delete from, arrange, re-arrange, revise and/or change the Content with other materials; and/or (c) use the title of the Content and the names, likenesses, and biographies of the performers therein as part of the exploitation and promotion of the Content and its soundtrack throughout the Territory free of charge.

(4) YOUR OBLIGATIONS

You agree to: (a) supply such documents and instruments as may be necessary as evidence of ownership of the Content (and/or any part of it) and the rights granted hereunder, within five (5) business days of our request (email communication shall suffice); and (b) to regularly keep us updated on your rights in and to any of the Content (and/or any part of it) during the Term and shall immediately notify us if any of, or part of, the warranties and representations in clause 5 of this Agreement are, or become breached, compromised or affected in any way.

(5) WARRANTIES AND REPRESENTATIONS

You warrant and represent that: (a) you are the full, legal and beneficial owner of all rights in and to the Content and you have the full right and power to enter into this Agreement and grant us the rights provided herein; (b) you have obtained all required permissions, licences, consents and releases; (c) we will not be required to obtain any other rights or licences or make any payments to any parties in order to exercise the rights provided herein; (d) nothing in the Content, nor our exploitation of it, will infringe or violate the rights of any third party; (e) there has been no infringement or likely infringement of the Content; (f) you will not impair our use of the Content; (g) you have not granted, nor shall you grant, rights which conflict with those granted to us; and (h) the Content does not contain harmful code.

(6) INDEMNITY

You shall indemnify, defend and hold us, our respective officers, employees, successors, licensees and permitted assigns (and any third parties authorised by us to exploit the Content) harmless from and against all actions, claims, damages, and liabilities (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation, legal costs and any other reasonable costs and expenses) which may be made or suffered by us directly or indirectly in consequence of any breach or non-performance by you of any warranties, representations and obligations in this Agreement.

(7) WAIVER

You unconditionally and irrevocably waive in respect of the Content all moral rights and performers’ rights under the Copyright, Designs and Patents Act 1988 and similar legislation worldwide, and all rights to object to derogatory treatment of the Content to which you may now or in future be entitled.

(8) LIABILITY

Nothing in this Agreement shall operate to exclude or limit either party’s liability for death or personal injury caused by negligence, fraud or any other liability that cannot be excluded under applicable law. Except pursuant to the foregoing, our liability shall be capped at GBP£50.00.

(9) DATA PROTECTION

For the purposes of data protection legislation (including the Data Protection Act 2018 and the General Data Protection Regulation 2016/679), you agree to, and authorise, us holding and processing personal data relating to you in any form. Please refer to our privacy notice (provided separately) for more information on how we process personal data.

(10) ASSIGNMENT

We shall be entitled to assign or transfer our rights and obligations under this Agreement to any Affiliates, or in connection with any sale, transfer, or other disposition of all or substantially all of our business or assets, without notifying you or obtaining your consent. In all other circumstances, neither party may assign or transfer their rights and obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

(11) THIRD PARTY RIGHTS

No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

(12) NOTICES

All notices given under this Agreement shall be in writing and sent to us at contact@pseudogroup.com or to you at your email address provided on the Form. Notices shall be deemed duly given: (a) when delivered by recorded post; (b) one business day after being sent by email; (c) two business days following posting if sent by first-class post (UK); or (d) five business days if sent by airmail (international).

(13) TERM AND TERMINATION

13.1 This Agreement shall commence on the date accepted by you and shall continue until terminated in accordance with this clause.

13.2 We may terminate this Agreement immediately if you commit a material breach that is not remedied within 5 business days of notice, or if you repeatedly breach the terms.

13.3 Either party may terminate this Agreement for convenience by giving 30 business days written notice.

13.4 In the event of termination, we shall cease further exploitation of the Content, but the Content may remain on the Media for archive purposes only.

(14) SEVERANCE

If any provision of this Agreement is held unlawful, void or unenforceable, it shall be severed without affecting the validity of the remaining provisions. Where possible, it shall be replaced by a valid provision achieving the same purpose.

(15) ENTIRE AGREEMENT

This Agreement contains the full understanding between the parties and supersedes all prior arrangements. It may not be varied except in writing signed by all parties. You acknowledge that no representations or promises not contained in this Agreement have been made by us or our representatives

(16) GOVERNING LAW AND JURISDICTION

This Agreement and any disputes arising out of it shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

(17) ACCEPTANCE

By clicking ‘I ACCEPT’ in relation to this Agreement, you agree to be bound by the Terms set out under this Agreement. 

Last updated: 5 October 2025