ARTIST TERMS

The Artist Terms consist of the Site Use Agreement and the Artist Supply Agreement below.

The aforementioned agreements are two separate agreements regulating the terms on which the Artist uses the Website as well as the general legal relationship between Biblo and the Artist respectively.

The Artist is required to assent to both agreements jointly at the foot of the Registration Form to indicate that the Artist has read, understands and agrees to be bound by the terms and legal consequences flowing from the legal relationship created hereby. Consequently, the Artist should take care in reading and assuring that the terms and legal consequences are understood before agreeing hereto.

ARTIST SUPPLY AGREEMENT

RECITAL
1. This is a legal agreement regulating the Non-exclusive supply of audio content ("Content") by Artists to Biblo together with the services which Biblo offers the Artist in the licensing or assignment of accepted Content to clients of Biblo.
2. This Agreement operates in tandem and should be read with the Site Use Agreement.
3. This Agreement regulates all further submissions and supply of Content by the Artist, subject to the completion such additional schedules containing data relating to each particular submission.
DEFINITIONS
1. In this Agreement, unless the context clearly indicates otherwise:
  1. "Agreement" means this Agreement together with all other agreements assented to by the Artist as incorporated into this Agreement;
  2. "the Act" means the Copyright Act No 98 of 1978 as amended;
  3. "Biblo" means Wormstorm Creative Consultants CC;
  4. "Website" means this website being www.biblo.tv
  5. "Artist" means you undefined as the Copyright Owner or duly authorised representative of the Copyright Owner;
  6. "Artist Account" means the facility granted to the Artist by Biblo by means of which the Artist may submit Content for Acceptance and manage Accepted Content;
  7. "Client" means a client of Biblo which is registered on the Website to utilise the products and services of Biblo;
  8. "Content" means audio content of any nature submitted by the Artist prior or subsequent to acceptance by Biblo including without limitation any Musical Works, Literary Works and Sound Recordings as defined by the Act;
  9. "Preview Content" means Content available for download by Clients prior to licensing and in a low quality format for the express and restricted purpose of assessing the Content's suitability for the purpose for which the Client intends to License or Purchase said Content;
  10. "License" means the Agreement by which the right of use in Content is specified and granted to a Client;
  11. "License Fee" means any remuneration due and payable in terms of a License including, without limitation, reference to Royalty and Renewal Fee;
  12. "Assignment" means to transfer of all rights and title in Content to a Client including, without limitation, reference to Purchase and Buy-Out;
  13. "Deed of Assignment" means the Agreement by which the full rights and title in Content is transferred to a Client;
  14. "Buy-Out Fee" means any remuneration due and payable in terms of a Deed of Assignment including, without limitation, reference to Purchase Price;
  15. Confidential Information" means any and all information, not available to the public, provided by the Artist or to the Artist by or to Biblo in the course of using the Website, your Artist Account and/or Biblo's Services which is not available to the public, including without limitation, any information relating to the business, service development, License negotiations and other trade secrets of Biblo;
  16. "Day" means calendar day unless expressly stated otherwise;
2. Any reference in this Agreement to the singular shall be deemed to include a reference to the plural and vice versa, and any reference to any one gender shall be deemed to include a reference to the other;
3. The clause headings in this Agreement are for reference purposes only and shall not affect the interpretation of the provisions to which they relate.
APPLICATION & REGISTRATION
1. Unless Biblo has registered the Artist as a preferred supplier of their own accord, the Artist shall be required to complete the Registration Form and follow the following approval procedure for eligible to supply Content to Biblo if so called upon:
  1. Content must be uploaded to a Yousendit.com folder titled "(artist name) / biblo" and each individual piece of content in the folder must be clearly named; and
  2. An email notification titled "Registration Application / (artist name) / (date)" must be sent to artist@biblo.tv and which must include a link to the Artist's Yousendit folder.
2. Biblo shall assess the Artist's application and shall in its sole discretion decide to accept or deny the Artist as a preferred supplier.
3. The Artist shall be obligated to provide accurate and full particulars upon application.
4. Biblo reserves the right to:
  1. Request such further information from the Artist as may be necessary to make a proper assessment; and
  2. Reject the Artist's application upon the basis of false or incomplete particulars submitted and/or any other grounds which Biblo deems fit.
5. Biblo expressly undertakes not to discriminate in the manner prohibited in the Consumer Protection Act No 68 of 2008 ("CPA") in the exercise of this discretion.
6. Biblo shall inform the Artist of the outcome of the Artist's application via e-mail within 1 (one) calendar month from receipt of said application.
7. Granted that the application was successful, this Agreement shall take effect at the time when the notification is received by the Artist as provided for in the Electronic Communications and Transactions Act No 25 of 2002 ("ECTA")
SUPPLY OF CONTENT
1. Registered Artists may from time to time submit content for acceptance by Biblo by following the procedures below:
  1. Content must be uploaded to Yousendit.com folder titled "(artist name) / biblo" and each individual piece of content must be clearly named; and
  2. An email notification titled "Submission / (artist name) / (date)" must be sent to artist@biblo.tv [example] and which must include a link to the Artist's Yousendit folder.
2. Biblo, in its sole discretion, may determine which Content is suitable for its Clients and only such Content as it deems suitable will be considered "Accepted Content" for the purposes of the applicable provisions of this Agreement.
3. The Artist shall be obligated to provide the accurate and full particulars sought upon application relating to each work of Content submitted.
4. All Content submitted shall be of the highest standard and shall be submitted in satisfaction of the specifications provided hereunder:
  1. Format: 16 bit WAV file
  2. Sample rate: 41 000
5. Biblo reserves the right to:
  1. Request such further Content related information from the Artist as may be necessary to properly assess and categorise such Content ;
  2. Reject the Artist's Content upon the basis of false or incomplete particulars submitted and/or any other grounds which Biblo deems fit;
  3. Terminate or suspend the Artist's registration upon the basis of false or incomplete particulars provided in respect of a particular work of Content;
  4. Require the Artist to make such reasonable amendments to Content as the client requires; and
  5. Require the Artist to supply Content of sufficient quality upon reasonable and justifiable complaint by a client of deficient quality.
  6. Rename any submitted Content for site usability.
RIGHTS AND AUTHORITY GRANTED TO BIBLO
1. The Artist hereby appoints Biblo, on an Non-exclusive basis as the Artist's:
  1. Agent, to negotiate, market and assign or grant standard or extended licenses or sublicenses in the Content to its clients;
  2. Collecting Agent, to collect and remit funds on the Artist's behalf in connection with transactions facilitated by Biblo;
  3. Distributor to distribute assigned, licensed or sublicensed Content to third parties.
2. The Artist hereby grants to Biblo the authority to deal with the following intellectual property rights on the Artist's behalf and for the Artist's benefit in pursuance of the legal relationship created herein:
  1. Reproduction rights;
  2. Synchronisation rights;
  3. Public Performance rights;
  4. Media & Broadcasting rights as it relates to the right to market, advertise, promote, distribute, rent, sell, license, broadcast, exhibit, manufacture and otherwise exploit Content on:
    1. all forms of television;
    2. video-on-demand;
    3. all forms of radio;
    4. the internet whether by streaming or otherwise;
    5. tangible media devices; and
    6. any other media currently known or hereafter devised.
  5. Adaptation rights;
  6. Distribution Rights; and
  7. The right to publish information relating to the Artist with the Artist's consent.
3. The Artist hereby, in addition to the above, grants to Biblo the right to:
  1. Preview Content by the Artist on such media as Biblo may see fit without accrual of a licensing fee;
  2. Make low quality reproductions of Content available for download, without accrual of a Licensing Fee, as Preview Content for prospective licensors to assess the suitability of such Content for the purpose for which the client intends to license Content.
  3. Utilise Content for its own business purposes relating to the promotion of the Website, Services and in promotion of the licensing of Content, granted that:
    1. Content used on Biblo's promotional platforms shall be so used without the accrual of a license fee; and
    2. Content afforded to a third party for no value in promotion of and by Biblo shall only be so afforded with the prior consent of the Artist or at a reasonable fee due to the Artist.
  4. Include Content as part of a Collection of similar or sufficiently related Content, with the intention to make the Collection available for licensing as a single unit and the ratio of the licensing fee accruing to the Artist to be calculated by Biblo based on, inter alia, the value of the Artist's Content in context of the entirety of the Content included the particular Collection;
  5. Grant to high-volume clients a reasonable discounted tariff relating to the Artists Content;
  6. Rename Content for display on the Website; and
  7. Display photographs and biographical information of the Artist on the Artist’s profile.
INTELLECTUAL PROPERTY NOTICE
1. Biblo expressly prohibits the submission of any Content which infringes on any rights, including without limitation, such rights granted in terms of the Act or any other applicable law or international treaty binding within the Republic of South Africa and the Artist expressly agrees that the submission of Content shall not infringe any of the said rights.
2. The Artist agrees that all Content submitted in terms of this agreement is so submitted with the understanding that Biblo shall exercise the rights granted herein and by submitting such Content the Artist confirms:
  1. the rights granted herein to Biblo, including without limitation, to negotiate and grant standard or extended licenses for the use of Content or to negotiate and conclude a deed of assignment in terms of which the Content is purchased outright; and
  2. the warranties extended herein by the Artist, including without limitation, that the Artist has read and appreciates the terms of all agreements applying to the Artist and that the Artist has full title or authority to grant to Biblo the rights granted herein.
3. The Artist shall retain Moral Rights provided for in the Act as they relate to being credited as author and protecting the integrity of the Content, however, the Artist empowers Biblo to grant a single or general waiver of such rights if so granted after consultation with the Artist.
4. The Artist agrees that all rights reserved under this Agreement shall not be so reserved or exercised in a manner causing the breach of this Agreement.
5. The Artist agrees that should Biblo assist the Artist materially in the development of final Content, Biblo shall be co-author of such Content and shall be credited as such and enjoy all authors rights as provided for in the Act.
FEES & PAYMENT TERMS
1. Biblo shall, in its sole discretion, determine the reasonable amounts for Licensing fees, purchase prices and scheduled scales of the aforementioned and reserves the right to specifically or generally amend the same from time to as may be necessary in the ordinary course of business; and:
  1. Licensing fees shall be determined in terms of the Standard License scale, Implied License scale, or otherwise as negotiated by Biblo in terms of an Extended License and which scale shall be reflected on the License;
  2. The purchase price of Content alienated in a Deed of Assignment shall be determined via negotiation with Biblo and which amount shall be reflected on the Deed of Assignment; and
  3. The Artist acknowledges and agrees that Biblo is empowered to negotiate fees in deviation of scales in appropriate circumstances and that Biblo is further empowered to differentiate between types of content within each scale.
2. The amount due to the Artist shall be 60% of the Net Licensing fee or purchase price after the deduction of:
  1. tax
  2. amounts owing to Biblo on account of:
    1. refunds necessitated by sub-standard or infringing Content;
    2. prior overpayment of fees; and
    3. interest at a rate of 15.5% per annum, calculated monthly, due on amounts owing.
  3. Legal fees incurred by Biblo in the defence of the Artist's rights or as awarded in an order of court in proceedings against the Artist;
  4. Cost of making payment, including foreign exchange commission; and
  5. A 10% additional finder’s fee for any facilitation by Biblo over and above the selection mechanism offered to Clients on the Website; and
  6. Any other reasonable fees owing by the Artist including without limitation, administrative fees.
3. Without limiting the generality of the above, the Artist agrees and acknowledges that Biblo is entitled to set-off against any amount owing to the Artist, all amounts to which Biblo is or may be entitled under this Agreement or otherwise at law.
4. Biblo shall further be entitled to withhold amounts in trust pending the investigation of allegations of infringement or other breaches by the Artist.
5. The Artist shall be fully responsible to make payment to all co-licensors, co-authors, contributors and /or commissioned contractors entitled to remuneration relating to the creation or production of Content and the Artist warrants to hold Biblo harmless against any claims relating to production costs and /or 3rd party rights relating to Content.
6. Payment to the Artist shall be made in Rands (ZAR) and effected monthly on or before the 7th day of the month following the month in which Biblo received actual payment from the licensor or purchaser of any particular Content.
LICENSING & ASSIGNMENT
1. Biblo shall offer to its clients, as it is authorised to do herein, the following Licences:
  1. Primary Synchronisation & Broadcasting Licenses for use in respect of Broadcast Television or Film;
  2. Ancillary Licenses relating revenue streams flowing from Primary Synchronisation & Broadcasting Licenses including without limitation:
    1. video-on-demand;
    2. merchandising;
    3. syndication; and
    4. adaptations;
  3. Radio License;
  4. Internet License; and
  5. Public Performance License
  6. License for use on any other media currently known or hereafter devised.
2. Biblo shall deem the Standard License as being the minimum threshold from which to negotiate Licensing Terms with clients unless the Artist expressly specifies Licensing Restrictions hereunder.
3. The Standard License shall be:
  1. Non-Exclusive Primary Synchronisation & Broadcasting License for the annual licensing fee of R9 500.00 (Nine Thousand Five Hundred Rand) per Geographical Territory; and
  2. Non-Exclusive Additional Licenses for the annual licensing fee of R5 000.00 (Five Thousand Rand) per License, per Geographical Territory.
4. The License Restrictions which may be noted against Content by the Artists are as follows and shall replace the relevant terms of the Standard License as the minimum threshold from which Biblo may negotiate Licensing Terms and Fees:
  1. Geographical Territory
  2. Exclusivity
  3. Primary Licensing Fee
  4. Additional Licensing Fee
  5. Prohibited Uses
ARTIST RESPONSIBILITIES
1. The Artist shall be responsible and obligated to:
  1. Keep stems, original samples or recordings used in the creation of all Content available on the Website, at all times whilst it is available on the Website and for a period of 24 (Twenty Four) months after Content is removed from the website or the last effective License expires, whichever date is the latest.
  2. Update, on a regular basis, information relating to the Artist's person and the Artist's Content, including without limitation, metadata and recent rights granted in Content to 3rd parties by means of licences or otherwise;
  3. Ensure the quality and integrity of submissions and Accepted Content, including without limitation, that Content is not infected with viruses or other malicious software.
  4. Ensure that the Artist's registered account remains secure and to give Biblo immediate notice of any breach in the security of the Artist's registered account;
  5. Ensure that the Artist and all 3rd parties having rights in or obligations in terms of Content does not act in a manner causing the Artist's breach of this agreement;
  6. Promptly provide such responses as Biblo may be entitled to request under this Agreement, including without limitation, confirmation of identity, confirmation of intellectual property title or clearance and cooperation in complaint investigations; and
  7. Not disclose Confidential Information relating to the commercial operations and goodwill of Biblo, its clients or Artists unless expressly consented to do so or obligated to disclose the same by order of a court having jurisdiction.
ARTIST WARRANTIES
1. The Artist warrants that:
  1. The Artist has legal capacity and/or has been duly authorised in writing to enter into this agreement and grant to Biblo the rights granted herein;
  2. The Artists has no knowledge of rights in Content granted in conflict with the provisions of this Agreement and shall not during the subsistence of this agreement grant conflicting rights in Content;
  3. The Artist has full title or requisite consents, written authority and vested rights in all Content submitted to Biblo, including without limitation, that all steps and payments have been effected to ensure the same and that the Content is the original work of the Artist or the Artist's licensors as contemplated in the Act;
  4. No registrations with or membership to any type of Rights Societies or similar bodies are, or will for the subsistence of this Agreement be, in conflict with this Agreement and that Biblo will not be obligated to obtain a license or clearance from such a society or body;
  5. The Artist shall ensure that all information and data provided for in this Agreement and which is rationally necessary shall accompany all Content submitted and the Artist shall take full responsibility for the accuracy and completeness thereof; and
  6. The Artist has no knowledge of any technology inherent in the Content which may have a corrupting, disabling or restricting effect in the integrity of or capacity to freely use the Content or which may have a harmful effect to the property of any person coming in contact therewith;
2. Each of the above Warranties:
  1. Are material to this Agreement;
  2. Shall operate as an express indemnification against any claim resulting from one or more of said warranties being untrue;
  3. Are extended and shall operate independently from one another and shall not be interpreted in context of or in reference to any other warrantee extended in this Agreement; and
  4. Shall survive the suspension or termination of Content, of the Artist's account or of this Agreement.
RESTRAINT OF TRADE

For the purpose of this clause the following terms shall have the meanings ascribed to them hereunder:

“Existing Client” means a client registered on Biblo, who used the Artist’s work; or for whom the Artists did work through Biblo Partners;

“Biblo Partners” include Honeymoon Studios, Markus Smit, Markus Wormstorm and Wormstorm Creative Consultants CC; and

“Commercial Dealing s” includes, without limitation, direct dealings with an Existing Client; subsequent employment by an Existing Client; or the provision of goods or services to an Existing Client via a subsequent Employer or other entity in which the Artist has a direct interest.

1. The Artist agrees that it shall not, during the subsistence of this Agreement and for a period of 2 (two) years following the termination of this Agreement, solicit business or have Commercial Dealings with any Existing Clients.
2. The Artist acknowledges that this restraint is reasonable and necessary to protect the interest and goodwill of Biblo and Biblo Partners and that they may suffer financial harm if the Artist breaches this restraint. The Artist accordingly agrees that if it breaches this restraint, Biblo shall be entitled to elect to:
  1. enforce this restraint of trade; or
  2. claim 50% (thirty percent) of the gross income which the Artist earns in breach of this restraint, for the term of the restraint.
3. The Artist agrees that it will notify any competing future employer or company, close corporation, firm, undertaking or concern in which the Artist is directly or indirectly interested or engaged, of the terms of this restraint and procure its written confirmation to be bound by this restraint for the term thereof.

LIMITATION OF WARRANTIES
1. The Artist accepts that Biblo provides Clients with a choice and selection of Content to License or Purchase for commercial use and consequently accepts that Biblo does not warrant to the Artist that the submission of Accepted Content will lead to the Licensing or Assignment of such Content;
LIMITATION OF LIABILITY AND INDEMNIFICATION
1. The Artist shall use Biblo's website and online services at the Artist's own risk;
2. Biblo, its functionaries and affiliates shall not be liable for any costs, claims, damages, awards, penalties, or other amounts which may be suffered or incurred by the Artist occasioned by the use of the website, provision of Content, breach of Artist warranty or otherwise unless the gross negligence or intentional action of Biblo or its functionaries shall be proven to be the direct cause of such costs, claims, damages, awards, penalties, or other amounts;
3. The Artist consequently agrees to indemnify and hold Biblo, its functionaries and affiliates harmless against any costs, claims, damages, awards, penalties, or other amounts not founded directly in the gross negligence or intentional action of Biblo or its functionaries.
COPYRIGHT COMPLAINTS
1. Biblo is committed to the protection of the rights of our Artists, Clients and 3rd parties as granted in terms of the Copyright Act No 98 of 1978 as amended ("the Act"), or any other applicable law or international treaty.
2. In the event that an Artist, Client or 3rd Party finds Content on the Website which, in its opinion, infringes upon any Intellectual Property Rights, said party is invited to lodge a complaint titled "Copyright Complaint" to complaints@biblo.tv and which must include:
  1. Name and contact details of titleholder;
  2. Identification of the allegedly infringing Content on the Website;
  3. Name and identification details of Work allegedly infringed;
  4. Proof of title to work; and
  5. Sworn affidavit containing comprehensive allegation of infringement;
3. Upon the lodgement of a complaint Biblo shall:
  1. Launch an investigation into alleged infringement;
  2. Forward a copy of the Complaint to the Artist for response within 7 (Seven) days of receipt thereof titled "Complaints Reply" to complaints@biblo.tv and which must include:
    1. Reference number of the Complaint;
    2. Name and contact details of the Artist; and
    3. Full particulars and representations in defence of the allegations made against the Artist.
  3. Suspend the availability of the Content and/ or Artist Account as Biblo may deem appropriate in its sole discretion; and
  4. Make a determination no later than 90 days from the date on which the Complaint was launched which determination shall be forwarded to the Complainant and the Artist;
4. Upon making a determination:
  1. Biblo may remove Content and/ or terminate or ban Artist Account and/ or take such other action against the Artist as Biblo is empowered to do under this Agreement and as Biblo may deem appropriate in its sole discretion;
  2. Biblo may choose, but shall not be obligated, to assist any party, at their own cost, to the degree which Biblo may deem necessary in the circumstances in its sole discretion.
  3. The Artist or Complainant may within 7 (Seven) days of receipt of the determination lodge an Appeal against the determination titled "Complaints Appeal" to complaints@biblo.tv and which must include:
    1. Reference number of the Determination;
    2. Name and contact details of the appellant; and
    3. Full particulars of the basis of the appeal, including whether the appeal is noted against the finding or the disciplinary measures employed.
TERM & TERMINATION
1. The Artist may terminate this Agreement on 30 (Thirty) days’ notice by sending an email titled "Notice of Termination" to artist@biblo.tv and following the Deregistration Procedure initialised by return email.
2. Biblo reserves the right to:
  1. Terminate this Agreement with or without notice in the event that Biblo determines that the Artist is in breach of this Agreement;
  2. Suspend the Artist's rights under this Agreement or the availability of Content upon the following grounds:
    1. Pending the investigation of a Copyright Complaint alleging copyright infringement relating to the Artist's Content;
    2. The Artist's failure to correct a breach of its responsibilities under this agreement within 7 (Seven) days of being so requested; or
    3. Pending the investigation of the Artist's breach of any other term of this Agreement.
  3. Ban the Artist from supplying for or associating itself with Biblo after termination.
3. Upon Termination and/ or Banning:
  1. Authority granted to Biblo shall expire subject to the following:
    1. Biblo shall retain the right to renew Licences previously granted and to collect Renewal Fees;
    2. Biblo shall be afforded 60 (Sixty) days ("the Cooling Period") to remove Content from the Website;
    3. Biblo shall retain the right to License or Assign Content for the duration of the Cooling Period;
    4. The Artist shall be restrained from Licensing or Assigning Accepted Content to Biblo's Registered Clients for the duration of the Cooling Period notwithstanding the existence of a non-exclusive relationship with Biblo;
  2. Rights granted to Licensees by Biblo shall survive and remain unaffected; and
  3. Warranties, indemnities, limitations of liability, defences and representations made by the Artist shall survive and remain in full force and effect;
4. Upon Suspension:
  1. Biblo shall determine whether or not to Terminate this Agreement within 90 days of the Suspension Date and this Agreement will consequently not be terminated until Biblo so determines;
  2. The Artist shall cooperate with any and all investigations relating to the basis for suspension;
  3. The Artist shall not have the right to submit, alter or remove Content from the Website and/or Artist Account;
  4. All payments due to the Artist shall be suspended and held in trust until said determination and authorised set-off had been determined; and
  5. Biblo's rights to terminate, suspend or ban in terms of this clause shall be subject to the Artist's right to Appeal, which may be exercised as provided for in the Complaints Clause herein.
ADVERTISEMENTS & LINKS
1. Biblo may from time to time display links to 3rd party websites and/ or advertisements, however, Biblo does not in any manner:
  1. endorse or agree with the content of such 3rd party websites or advertisements; or
  2. warrant that clicking on such links or advertisement and/ or use or reliance upon the products & services offered by such advertisers or 3rd party websites shall not harm the computer, person, or patrimony of the Client.
2. The Artist consequently agrees and confirms that the Artist shall use and/ or rely upon such advertisement, 3rd party websites and their products and services at the Artist's own risk.
WHOLE AND INCORPORATING AGREEMENT
1. This Agreement together with all other agreements assented to by the Artists which are hereby expressly incorporated herein, amounts to the entire understanding of the parties hereto on the subject matter herein contained, and supersedes all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement;
VIS MAIOR
1. Neither party shall be liable for any delay or failure in meeting obligations due in terms of this Agreement and such agreements subsisting at the time, other than a payment obligation, in the event of vis maior being an event causing the objective impossibility of performance to which no fault can be attributed to either party.
2. If performance is substantially prevented for a continuous period of 30 (thirty) days by virtue of any event of vis maior, then either party may terminate this Agreement or such agreements deemed impossible forthwith by written notice to the other and without either having a claim for damages against the other on the ground of a duty breached.
SEVERABILITY
1. If any part, term or provision of this Agreement, not being of a fundamental nature, should be held invalid or unenforceable, such validity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
VARIATION
1. Biblo reserves the right and the Artist hereby empowers Biblo to amend this Agreement upon 60 (Sixty) days notice to the Client.
2. Upon expiry of above notice period, the relevant terms shall be automatically amended and the amended agreement shall be available for download.
3. The Artist may make application to amend certain terms to this agreement by means of an application tilted "Amendment Application" to artist@biblo.tv upon receipt of which Biblo will forward to the Artist an amendment form.
GOVERNING LAW
1. The Parties hereby agree that this Agreement, all subsequent agreements and any claims or disputes flowing from this Agreement shall be concluded, regulated, interpreted and adjudicated in terms of the laws of the Republic of South Africa.
2. The User further agrees that any claims or disputes arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the Republic of South Africa and the User acknowledges that it does so voluntarily.
NOTICES
1. All notices, approvals or other communications required or permitted under this Agreement and future agreements shall be in writing and shall be sent by e-mail to the party at the party's address as provided during the registration process or such other address as may be notified by that party from time to time:
2. E-mail correspondence shall be deemed as valid written notification and shall be deemed sent and received in as provided for in the Electronic Communications and Transactions Act of 2002.
NON-RELAXATION
1. Biblo's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver or relaxation of any provision herein.

SITE USE AGREEMENT

RECITAL
1. This is a legal agreement ("the Agreement") containing the terms regulating the use by any and all persons ("the User') of Biblo.tv ("the Website") as owned by Wormstorm Creative Consulting CC ("Biblo").
2. This Agreement shall, upon clicking "I Agree" after Registration, operate indefinitely as updated from time to time until terminated.
3. This agreement shall be automatically incorporated into and operate in tandem with any further agreements concluded with Biblo.
4. Biblo reserves the right to update these and any other applicable terms without notice and Users shall be responsible to review this Agreement from time to time.
SITE USE
1. Users may not use Content for any purposes not sanctioned by a valid written agreement with Biblo and will specifically, without limitation, be prohibited from:
  1. broadcasting, reproducing, performing publicly, synchronising, modifying, selling, reverse engineering, Licensing or using in any manner except as expressly permitted by Biblo's Preview provisions or a valid License Agreement or Deed of Assignment.
  2. employing data-gathering or extraction methods or software;
  3. framing the Website or Content;
  4. interfering with the security of, or otherwise abusing this Website or any system resources, services or networks connected to or accessible through this Website; and
  5. use this Website or Content for unlawful purposes.
2. Only upon valid registration shall Users enjoy such rights, duties, services and facilities as are granted to registered Clients and Artists respectively.
RESERVATION OF RIGHTS IN WEBSITE AND CONTENT
1. The User agrees that the Website includes, makes available and incorporates intellectual property including without limitation, Copyrighted Content, trademarks, software applications, electronic databases and selection mechanisms.
2. The User agrees and acknowledges that the User has no rights in the Website, Content or parts thereof other than those rights expressly granted in a written License Agreement, Deed of Assignment or other valid written agreement with Biblo and any contrary use of this Website, its Content or any part thereof is therefore strictly and expressly prohibited.
IMPLIED LICENSE
1. In the event that the User uses Content for any purpose not authorised or permitted in this Agreement or a valid License Agreement the User's intention to conclude a License Agreement relating to said Content shall be implied by the User's actions and an Implied License shall be issued immediately upon the following terms:
  1. Non-Exclusive;
  2. Valid for 90 (Ninety) days;
  3. Primary Licensing Fee of R100 000.00 (One Hundred Thousand Rand) per geographical territory for initial use; and
  4. Additional Licensing Fee of R50 000.00 (Fifty Thousand Rand) per geographical territory for each additional use.
2. Notwithstanding the automatic issue of an Implied License:
  1. The User shall be obligated to inform Biblo of the unauthorised use of Content immediately upon the User's knowledge thereof and the use of Content shall be deemed unauthorised until such a time as the User gives written notice of said unauthorised use titled "Notice of Unauthorised Use" to licensing@biblo.tv
  2. The Licensing Fee shall become due and payable immediately upon issue of the Implied License, accruing interest at a rate of 15.5% per annum, calculated daily; and
  3. Upon notice of unauthorised use, the User shall be afforded the opportunity to register as Client and negotiate a fresh License for Authorised Use and if Biblo determines that the User acted in good faith Biblo may, but shall not be obligated to, apply the newly negotiated Licensing Fee & Terms retrospectively.
3. The Client hereby agrees that disputes relating to Implied Licenses may be submitted for Alternative Dispute Resolution (ADR), at Biblo's election, prior to any court proceedings being instituted.
PRIVACY
1. Biblo is committed to protecting the personal information of Users, Clients and Artists alike and shall be diligent and ethical in the means by which Biblo collects, uses and discloses said personal information.
ADVERTISEMENTS AND LINKS
1. Biblo may from time to time display links to 3rd party websites and/ or advertisements, however, Biblo does not in any manner:
  1. endorse or agree with the content of such 3rd party websites or advertisements;
  2. warrant that clicking on such links or advertisement and/ or use or reliance upon the products & services offered by such advertisers or 3rd party websites shall not harm the computer, person, patrimony of the Client; or
  3. accept any responsibility for such websites nor accept liability, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any 3rd party Websites or linked resources.
2. The Client consequently agrees and confirms that the Client shall use and/ or rely upon such advertisement, 3rd party websites and their products and services at the Client's own risk.
MALFUNCTION & VIRUSSES
1. Despite Biblo's best efforts and protective measures:
  1. Technical difficulties may from time to time cause software or transmission problems which may cause inaccurate or incomplete transmission of data; and
  2. Computer viruses or other destructive programs may be hidden on this Website.
2. Biblo recommends that you install appropriate anti-virus or other protective software before using the Website because Biblo shall not be liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise affect the User's use of its computer equipment or other property caused by access to, use of, downloading from or browsing on this Website.
LIMITATION OF LIABILITY & INDEMNITY
1. The User shall use Biblo's website and online services at the User's own risk;
2. Biblo, its functionaries and affiliates shall not be liable for any costs, claims, damages, awards, penalties, or other amounts which may be suffered or incurred by the User occasioned by the use of the website, use of Content, breach of User warranty or otherwise unless the gross negligence or intentional action of Biblo or its functionaries shall be proven to be the direct cause of such costs, claims, damages, awards, penalties, or other amounts;
3. The User consequently agrees to indemnify and hold Biblo, its functionaries and affiliates harmless against any costs, claims, damages, awards, penalties, or other amounts not founded directly in the gross negligence or intentional action of Biblo or its functionaries.
COPYRIGHT INFRINGEMENT NOTICES
1. Biblo is committed to the protection of the rights of our Artists, Clients and 3rd parties as granted in terms of the Copyright Act No 98 of 1978 as amended ("the Act"), or any other applicable law or international treaty;
2. In the event that an Artist, Client or 3rd Party finds Content on the Website which, in its opinion, infringes upon any Intellectual Property Rights, said party is free to lodge a complaint titled "Copyright Complaint" to complaints@biblo.tv and which must include:
  1. Name and contact details of titleholder;
  2. Identification of the allegedly infringing Content on the Website;
  3. Name and identification details of Original Work allegedly infringed;
  4. Proof of title to Work; and
  5. Sworn affidavit containing comprehensive allegation of infringement;
3. Upon the lodgement of a complaint Biblo shall:
  1. Launch an investigation into alleged infringement;
  2. Forward a copy of the Complaint to the Infringing Party to which the party shall respond within 7 (Seven) days of receipt thereof titled "Complaints Reply" to complaints@biblo.tv and which must include:
    1. Reference number of the Complaint;
    2. Name and contact details of the Infringing Party; and
    3. Full particulars and representations in defence of the allegations made against the party.
  3. Make a determination no later than 90 days from the date on which the Complaint was launched which determination shall be forwarded to the Complainant and the Infringing Party;
4. Upon making a determination:
  1. Biblo may take such action against the infringing party as Biblo is empowered to do and as Biblo may deem appropriate in its sole discretion;
  2. The Infringing Party or Complainant may within 7 (Seven) days of receipt of the determination lodge an Appeal against the determination titled "Complaints Appeal" to complaints@biblo.tv and which must include:
    1. Reference number of the Determination;
    2. Name and contact details of the appellant; and
    3. Full particulars of the basis of the appeal, including whether the appeal is noted against the finding or the disciplinary measures employed.
GOVERNING LAW & JURISDICTION
1. The Parties hereby agree that this Agreement, all subsequent agreements and any claims or disputes flowing from this Agreement shall be concluded, regulated, interpreted and adjudicated in terms of the laws of the Republic of South Africa.
2. The User further agrees that any claims or disputes arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the Republic of South Africa and the User acknowledges that it does so voluntarily.
TERM AND TERMINATION
1. This Agreement shall, upon clicking "I Agree", operate immediately and indefinitely as updated from time to time and until terminated.
WHOLE AND INCORPORATED AGREEMENT
1. This Agreement amounts to the entire understanding of the parties hereto on the subject matter herein contained, and supersedes all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement;
2. Should the Parties conclude further agreements, this agreement shall be wholly incorporated into such further agreements.
SEVERABILITY
1. If any part, term or provision of this Agreement, not being of a fundamental nature, should be held invalid or unenforceable, such validity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
NON-RELAXATION
1. Biblo's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver or relaxation of any provision herein.