Content Licence Agreement

Footage means the video, images, audio and associated metadata, captions and descriptive material that you select and license through a purchase on the Platform.

Platform means the websites, applications, interfaces and related systems operated by or for Veriscope, including the Heatmap and Discovery interfaces at heatmap.veriscope.io.

Contributor means the person who captured the Footage and made it available through Veriscope.

Purchase Confirmation means the checkout screen you complete and the confirmation email and receipt we send you, which together record the Footage licensed, the fee paid, the Territory, your Tier and any special conditions. If the Purchase Confirmation and this agreement conflict, the Purchase Confirmation prevails for that Footage.

Certificate of Provenance means the certificate delivered with the Footage recording the Veriscope Footage ID, title, description, metadata, keywords, Contributor username and required credit line.

Editorial Use means use whose primary purpose is to inform, report, analyse or comment on news, current affairs, or matters of public or historical interest. It does not include advertising, marketing, promotion or endorsement of any product, service, brand, cause or organisation.

Production means the specific news report, article, video, programme, documentary, film, podcast episode or other editorial work in which you incorporate the Footage.

Territory means the countries in which you may distribute the Footage. The Territory is worldwide unless the Purchase Confirmation states a restriction for particular Footage.

Tier means the pricing category applicable to you based on the objective criteria displayed at checkout, such as [annual revenue and audience thresholds to be defined on the pricing page].

One licence for everyone: five years, renewable, editorial use across broadcast, online and social.

2.1 When you complete a purchase and pay the fee, we grant you a non-exclusive, non-transferable licence to use the Footage for Editorial Use for five (5) years from the date of the Purchase Confirmation, in the Territory, in any editorial medium, including:

• (a)broadcast television and radio, including news programmes, rolling news and catch-up and on-demand services;
• (b)websites, applications and other digital publications you control;
• (c)social media channels you control, such as YouTube, Instagram, TikTok, X and Facebook;
• (d)documentaries, investigations and other long-form factual works, including festival and theatrical exhibition of those works; and
• (e)retrospectives, anniversary reporting and archive use within your own Productions.

2.2 The same licence applies whether you are a broadcaster, publisher, production company or independent journalist or creator. Pricing differs by Tier under section 6; the rights do not.

2.3 The licence is granted by Veriscope acting on behalf of the Contributor. The Contributor keeps the copyright in the Footage. You acquire no ownership of the Footage or the file, only the usage rights described in this agreement. All rights not expressly granted are reserved.

2.4 You may renew the licence for further five (5) year periods at the fee applicable at the time of renewal. Renewal may be unavailable for Footage that has been withdrawn under section 10.

2.5 The licence is conditional on full payment. If your payment fails, is reversed or is charged back, the licence is automatically revoked from the date payment was originally due, and continued use is unlicensed.

You may not pass the file around, but your finished Production travels freely.

3.1 You may not sublicense, resell, share or transfer the Footage as such. However, once the Footage is incorporated in a Production in accordance with this agreement:

• (a)the Production, including the Footage embedded in it, may be distributed, broadcast and made available by your commissioning broadcasters, distributors, platforms and clients within the Territory and the licence period; and
• (b)your service providers, such as post-production houses and editors, may handle the Footage solely to work on your Production.

3.2 No one receives standalone rights in the Footage through your Production. You remain fully responsible for everyone who handles or distributes the Footage on your behalf or receives it through you, and for ensuring their use stays within your licence.

4.1 You must not, and must not permit anyone else to:

• (a)use the Footage for advertising, marketing, promotion, endorsement or other commercial, non-editorial purposes without a separate written agreement with us;
• (b)resell, redistribute or make the Footage available as a standalone or downloadable file, or operate it as part of a stock library, archive service or dataset for others;
• (c)use the Footage to train, fine-tune or develop any artificial intelligence or machine learning model or automated content-generation system without our express prior written consent;
• (d)edit or present the Footage in a way that materially distorts or misrepresents the events, persons or context it depicts, or that changes its factual or journalistic meaning without clearly disclosing that it has been edited;
• (e)use the Footage in a manner that is defamatory, unlawful, or that presents any person depicted in a way a reasonable viewer would find highly offensive, misleading or unfair, or that implies a person or brand shown endorses anything, unless that is factually accurate and clearly editorial;
• (f)remove, alter or obscure any watermark, credit, metadata or other rights-management information, except where technically necessary for integration into the Production and only if attribution is preserved under section 5; or
• (g)circumvent any technical protection on the Platform, or access or download Footage other than through a completed purchase.

4.2 Ordinary professional editing is permitted: cropping, reframing, colour and audio correction, captioning, translation, voice-over, and editing for time and narrative, provided section 4.1(d) is respected.

5.1 You must credit the Footage in the following form: Veriscope/@[Contributor username], as stated in the Certificate of Provenance. The credit must appear in a manner customary for the medium, for example on screen, in the caption, or in end credits.

5.2 Where full credit is genuinely impracticable, such as in very short clips in fast-moving news coverage, you must use reasonable efforts to credit where feasible, for example in the online description. This flexibility never permits removal of embedded credits contrary to section 4.1(f).

Fees vary by who you are. Misstating your Tier has consequences.

6.1 Fees are displayed at checkout and may vary by Tier. You must select your Tier honestly, based on the criteria displayed at checkout, and you confirm at each purchase that your selection is accurate and that we may rely on it.

6.2 We may ask you at any time for reasonable evidence supporting your Tier selection, and may verify it against publicly available information.

6.3 If you purchase under a lower Tier than the one that actually applies to you, then, without limiting our other rights, (a) you must pay on demand the difference between the fee paid and the fee applicable to your correct Tier for every affected purchase, (b) we may suspend your account and downloads until paid, and (c) we may terminate this agreement for material breach if the misstatement was knowing or repeated.

6.4 Fees are exclusive of VAT and other applicable taxes, which you are responsible for where applicable. Payments are processed by our payment providers, currently Stripe or such other provider as we make available in your country.

7.1 On completed purchase we will make available for download: (a) the Footage, at minimum 720p resolution for video and high definition for photographs, where the original capture permits; (b) a copy of this agreement; and (c) the Certificate of Provenance. Your receipt is sent by email.

7.2 The Certificate of Provenance records the capture metadata and authentication information generated by the Veriscope Lens and our screening systems. It is provided to support your own verification and editorial processes. It is not a warranty of what the Footage depicts, and responsibility for editorial decisions, context and publication remains yours.

7.3 If Footage has a material technical defect that prevents reasonable professional use and you notify us promptly, we will, at our option, provide a corrected file, replacement footage of similar nature and value, a credit, or a refund for that Footage. This is your sole remedy for technical defects, subject to mandatory law.

8.1 Accessing, downloading, screen-capturing or using Footage without a completed purchase, or using Footage outside the scope of your licence, is copyright infringement for which you are liable.

8.2 Without limiting our or the Contributor's other rights and remedies, if you use Footage without a licence or outside your licence, you agree to pay on demand a retroactive licence fee equal to three (3) times the standard fee for your correct Tier for the use in question, as a genuine pre-estimate of the licensing value and administrative cost of the unauthorised use, together with our reasonable costs of enforcement.

Contributors can pull their footage. Published work stays published; new use stops.

9.1 A Contributor may withdraw Footage from the Platform, and we may withdraw Footage where we reasonably believe there is a rights issue, a credible complaint, a legal or regulatory risk, or a risk of harm.

9.2 If Footage you have licensed is withdrawn, we will notify you at your account email address. From ten (10) business days after our notice you must not include the Footage in any new Production or new edition of an existing Production, and you must remove it from platforms under your direct control where reasonably practicable.

9.3 You are not required to recall, take down or destroy Productions already published, broadcast or distributed before our notice, but you must not make new uses of the Footage after the period in clause 9.2.

9.4 Where we withdraw Footage under clause 9.1, we will, at our option and as your sole contractual remedy, offer replacement footage of similar nature and value, a credit, or a partial refund reflecting the use you have already enjoyed, subject to mandatory law.

9.5 You acknowledge that complete erasure of content that has been cached, mirrored or archived by third parties may not be technically possible, and we do not guarantee removal beyond systems we directly control.

10.1 We warrant that: (a) we have the authority, on behalf of the Contributor, to grant you the licence described in this agreement; and (b) we operate contractual and technical processes, including capture through the Veriscope Lens, metadata screening and provenance anchoring, designed to verify that Footage is authentic and that Contributors hold the rights they claim.

10.2 Except as stated in clause 10.1 and any rights you have under mandatory law, the Footage and the Platform are provided as is and as available, and we disclaim all other warranties, express or implied. In particular, we do not warrant that: (a) the Footage is free of third-party claims not disclosed to us by the Contributor; (b) model, property or other releases have been obtained, and editorial context clearance remains your responsibility; or (c) all content on the Platform can be fully moderated or screened.

10.3 You warrant that: (a) you have authority to enter into this agreement, and any person accepting it for you is authorised; (b) all information you give us, including your Tier selection and account details, is accurate, and we may rely on it; (c) you will use the Footage only within your licence and in compliance with applicable law; and (d) you will obtain at your own cost any consents or clearances your specific use requires beyond the licence we grant.

11.1 Nothing in this agreement excludes or limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be excluded or limited under applicable law.

11.2 Subject to clause 11.1, neither party is liable for loss of profit, revenue, goodwill or anticipated savings, loss or corruption of data, or any indirect or consequential loss.

11.3 Subject to clauses 11.1 and 11.2, our total liability arising out of or in connection with any Footage is limited to the fees you actually paid us for that Footage, or any higher amount required by mandatory law.

11.4 You will indemnify and hold harmless Veriscope, its officers, employees and Contributors against all claims, losses, costs and expenses, including reasonable legal fees, arising from: (a) your use of Footage outside this agreement; (b) your combination of Footage with other material; (c) your Productions and their distribution; or (d) your breach of this agreement, including any misstatement of your Tier.

11.5 If a third party claims against you that Footage, used strictly within your licence, infringes copyright, we will defend or settle that claim at our cost and pay finally awarded damages or an agreed settlement, provided you notify us promptly, give us sole control of the defence and settlement, and cooperate reasonably at our expense. We may alternatively procure your right to continue use, replace the Footage, or terminate the licence with a credit or refund reflecting your use. This clause 11.5 is your exclusive remedy for third-party infringement claims, subject to mandatory law.

12.1 This agreement starts when you first accept it or first use any Footage, and continues until terminated. Termination of this agreement does not end licences already granted, except as set out in clause 12.3.

12.2 Either party may terminate this agreement by written notice if the other commits a material breach and, where the breach can be remedied, fails to remedy it within fourteen (14) days of written notice.

12.3 If we terminate for your material breach, including non-payment or a knowing Tier misstatement, we may also terminate the licences granted to you, in which case you must stop all use of the Footage in new Productions and remove it from platforms under your direct control, on the basis set out in section 9.

12.4 Sections and clauses which by their nature should survive, including sections 4, 5, 8, 9, 10 and 11 and clause 6.3, survive termination, along with accrued rights and payment obligations.

13.1 We may offer bundles, subscriptions and negotiated partnership arrangements. Unless we agree otherwise in writing, each item of Footage you obtain under such an arrangement is licensed on the terms of this agreement, with the commercial parameters recorded in the applicable Purchase Confirmation or written arrangement.

14.1 Governing law and courts. This agreement and any dispute arising out of or in connection with it, including non-contractual disputes, is governed by the laws of Sweden. The courts of Stockholm, Sweden have non-exclusive jurisdiction. If you benefit from mandatory protections in your country of residence, nothing in this agreement takes those away.

14.2 Notices. Formal notices must be in writing and may be sent by email, to us at legal@veriscope.io and to you at your account email address. Notices are deemed received one business day after sending, absent a delivery failure.

14.3 Assignment. You may not assign or transfer this agreement or any licence without our prior written consent, except to a successor of your whole business, in which case you must promptly inform us. We may assign to an affiliate or a successor to our business.

14.4 Changes. We may update this agreement by publishing a new version, which applies to purchases made after publication. The version in force at the time of your purchase governs that purchase.

14.5 Entire agreement. This agreement and your Purchase Confirmations are the entire agreement between us about their subject matter and supersede prior discussions. Neither party relies on any statement not set out in them.

14.6 Severability and waiver. If a clause is held invalid, it is modified to the minimum extent necessary or severed, and the rest remains in force. A failure to enforce a right is not a waiver of it.

14.7 Force majeure. Neither party is liable for delay or failure, other than payment obligations, caused by events beyond its reasonable control, provided it uses reasonable efforts to resume performance.

14.8 Relationship. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship.

14.9 Language. This agreement is drafted in English. If translated, the English version prevails.