Please read these buyer terms and conditions carefully before using the site. By proceeding to use the site you have accepted these buyer terms and conditions.

Definitions

Account

means a unique account established by the Buyer to enable the Buyer’s Authorised Users to access and use the Site.

Affiliate

means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where control means the ownership of a majority share of the stock, equity or voting interests of such entity.

Authorised Users

means any employee or contractor of the Buyer who is registered under the Account and authorised by the Buyer to use the Site.

Business Day

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Buyer Data

any data inputted by the Buyer, Authorised Users, or TRX on the Buyer’s behalf, for the purpose of using the Site or facilitating the Buyer’s use of the Site.

License Agreement

a license agreement entered into directly between the Buyer and a Seller in respect of a Program made available via the Site.

Program

means any television, film and online programming content made accessible via the Site.

Program Content

any Program related content (including but not limited to metadata, screeners and promos, trade marks, logos, synopsis, images, and rights avails) which is uploaded, embedded, linked, hosted, or made accessible via the Site by or on behalf of a Seller.

Rights

the linear and/or non-linear rights to exploit a Program on a platform and/or channel in accordance with the terms of the specific License Agreement entered into with a Seller in relation to that Program.

Seller

a company and/or individual registered on the Site as the owner or controller of the Rights and Program(s) for exploitation via the Site.

Services

means TRX’s proprietary online rights licensing solution made available via the Site by TRX to the Buyer under this Agreement.

Site

www.trx.tv and any other online locations, data feeds, messaging services or mobile applications which are owned or operated by TRX.

TRX Content

all content on the Site, with the exception of the Program Content, including text, graphics, trademarks, videos, logos, icons, images, media, data existing in, generated by or derived from the Site and Services, audio, animation, software and other information and materials owned by TRX.

Accepting these buyer terms and conditions

These Buyer Terms and Conditions form a legally binding agreement between you, (being a corporate body or other legal entity or an individual person) (“you”, “your”, “yours” or “Buyer”) and TRX (the “Terms”) which, together with the TRX Website Terms of Use, the TRX Privacy Policy and the TRX Cookie Policy displayed on the Site (the “Mandatory Policies”), set out the terms on which you may make use of the Site and Services, whether as a guest or a registered user and as a potential and/or actual purchaser of Rights. The Mandatory Policies may be amended by notification to the Buyer from time to time.

Where the context allows, any capitalized terms used in these Terms and not otherwise defined herein shall have the meaning given to them in the Mandatory Policies.

The site and services

The RightsXchange Limited and its Affiliates (hereafter together referred to as “TRX”, “we”, “us” or “our”) welcome you to the Site. Subject to these Terms TRX shall make the Site and Services available to the Buyer and its Authorised Users for the Buyer’s internal business operations only.

TRX is a limited company registered in England and Wales with company number 09033186, whose trading address and registered office is at Somerset House, Strand, London, WC2R 1 LA. Our VAT number is 229669953.

You acknowledge and accept that TRX may carry out a verification process to verify your identity as a bona fide buyer prior to activation of an account.

TRX does not own or control the Rights or Program(s) listed and/or sold through the Site or Services. Nothing in these Terms shall be construed to make TRX a party to any deal agreed or License Agreement facilitated via the Site, nor shall TRX have the authority to conclude any such agreement itself.

Performance. TRX shall use commercially reasonable endeavours to make the Site and Services available 24 hours a day, seven days a week excluding: (i) planned downtime, of which TRX shall use reasonable endeavours to notify Buyer of in advance and (ii) unscheduled downtime caused by circumstances outside TRX’s reasonable control, including for example Internet service provider failure or delay, denial of service attack or other reason of Force Majeure. TRX shall provide the Site and Services with reasonable care and skill and shall be responsible for the performance of and compliance with these Terms of TRX personnel (including employees and contractors), except as otherwise specified herein. Notwithstanding the foregoing, TRX: (i) does not warrant that the Buyer’s use of the Site and Services will be uninterrupted or error-free, or that the Site and Services and/or the information obtained by the Buyer through the Site and/or Services will meet the Buyer’s requirements; (ii) reserves the right to modify or discontinue individual features within the Site and Services at any time in its sole discretion; and (iii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet.

Security. TRX shall maintain the appropriate administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of the Site, Services and Buyer Data.

Use of the site

Your use of the Site and Services shall be in accordance with these Terms and the Mandatory Policies. Please read these Terms carefully and make sure that you understand them before using the Site and the Services. You will be asked to agree to these Terms before you are allowed to use the Site. If you refuse to accept these Terms, you will not be able to use the Site or Services. You should print a copy of these Terms for future reference.

You shall be responsible for the use of the Site by any Authorised User and any party who accesses the Site with Buyer’s or Authorised User’s account credentials, and undertakes that (i) each Authorised User shall preserve and maintain confidentiality by logging out after use and maintaining a strong password to access the Site; (ii) each Authorised User shall adhere to the Mandatory Policies; and (iii) it shall notify TRX in the event an Authorised User is no longer working for or associated with the Buyer in order to withdraw that Authorised User’s account affiliation. The Buyer shall be responsible for maintaining the confidentiality of its Account names and passwords and shall use commercially reasonable endeavours to prevent unauthorised access to, or use of, the Site. In the event of any such unauthorised access or use, it shall promptly notify TRX at contact@trx.tv.

Buyer acknowledges that Buyer, and not TRX, is solely responsible for the fulfilment of all aspects of any deal or agreement with a Seller facilitated via the Site or Services. In the event Buyer uses the Site to facilitate full execution of a License Agreement, it acknowledges and agrees that (i) it shall be responsible for ensuring that use of electronic signature is deemed legally binding and admissible in Buyer’s jurisdiction; and (ii) DocuSign (or such other third party electronic signature provider that TRX may notify Buyer of from time to time) shall be entitled to store a copy of the License Agreement which shall be stored securely and confidentially in accordance with DocuSign’s terms and conditions.

Proprietary rights and licenses

TRX is the owner of all intellectual property and technology rights associated with the Site and Services, including patent, copyright, trade secret, database and trade mark (whether registered or unregistered) rights. Except as expressly stated herein, these Terms do not grant the Buyer or any Authorised User any rights or licences in respect of the Site or Services.

Buyer acknowledges and agrees that the Seller is the owner and/or controller of all intellectual property rights in and to the Program Content it lists or makes available on the Site, including patent, copyright, trade secret, database and trade mark (whether registered or unregistered) rights. These Terms do not grant Buyer any rights or licences in respect of the Program Content.

Notwithstanding any other provision in these Terms, the Buyer grants TRX and its Affiliates a worldwide, perpetual, irrevocable and royalty free license to: (i) use and incorporate into the Site any suggestion, enhancement request, recommendation, correction or other feedback provided by Buyer or Authorised Users relating to the operation of the Site; (ii) share certain non-confidential Buyer Data, such as search terms, with Sellers; and (iii) compile Buyer Data with other data in an aggregate and anonymous manner to derive statistical and performance analytics related to the market, provision and operation of the Site and Services, and make such information publicly available, provided that it shall not include any data that would enable the identification of the Buyer or Seller or disclose any Buyer Confidential Information. TRX retains all rights, title and interest to such data and shall determine its use in its sole discretion.

Third party services

The Buyer acknowledges that the Site and Services may enable or assist it to access the website content of, correspond with, and purchase products and services from third parties via third-party websites and that it does so solely at its own risk. TRX makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Buyer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Buyer and the relevant third party, and not TRX. TRX recommends that the Buyer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. TRX does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Site and/or Services.

Limitation of liability

Except as expressly and specifically provided in these Terms:

he Buyer assumes sole responsibility for its use of the Site and Services, including all results obtained or conclusions drawn. TRX shall have no liability for any damage caused by errors or omissions in any information, instructions, scripts, provided to TRX by the Buyer in connection with the Site and Services, or any actions taken by TRX at the Buyer’s direction;

the Buyer assumes sole responsibility for any deals agreed or License Agreements entered into by the Buyer via the Site. Any deal or agreement facilitated via the Site is between the Buyer and a Seller, and not TRX. Buyer acknowledges and agrees that TRX shall not be held liable in the event that a Seller does not fulfil its obligations or breaches any term of a contract.

all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and the Site and Services are provided to the Buyer on an “as is” basis.

Nothing in these Terms excludes the liability of either party (i) for death or personal injury caused by TRX’s negligence; or (ii) for fraud or fraudulent misrepresentation.

Neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising under these Terms.

TRX’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total sum of any fees paid during the 12 months immediately preceding the date on which the claim arose.

Representations and warranties

Mutual Warranties. Each party represents and warrants to the other that it has the full right and power to agree to these Terms.

Buyer Warranties. The Buyer represents and warrants that it is not a competitor of TRX and it shall not, and shall ensure that Authorised Users do not, directly or indirectly: (i) make the Site or Services available to anyone other than Authorised Users or use the Site or Services for the benefit of an unrelated third party; (ii) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software in any form or media or by any means; (iii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Site and Services; or (iv) access all or any part of the Site and Services in order to build or support or assist a third party in building products or services competitive to the Site and Services.

TRX Warranties. TRX represents and warrants that the Site and Services shall be provided in a manner consistent with generally accepted industry standards;

Disclaimer. Except as expressly provided herein, neither party makes any additional representation or warranty of any kind, whether express, implied, statutory or otherwise as to any matter whatsoever. Each party expressly disclaims all implied warranties of merchantability and fitness for a particular purpose.

Confidentiality

Each party may be given access to information that is proprietary, designated as confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure (“Confidential Information”) from the other party in order to perform its obligations under these Terms. The Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) or is independently developed by the receiving party, which independent development can be shown by written evidence.

Each party may be given access to information that is proprietary, designated as confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure (“Confidential Information”) from the other party in order to perform its obligations under these Terms. The Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) or is independently developed by the receiving party, which independent development can be shown by written evidence.

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this 9.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

The Buyer acknowledges that details of the Site and Services, and the results of any performance tests of the Site and Services, constitute TRX’s Confidential Information.

The above provisions of this clause 9 shall survive termination of the Account, howsoever arising.

Account termination

You may cancel your Account (or individual login details, as applicable) at any time by sending an email to contact@trx.tv.

TRX may at any time, in its sole discretion, immediately and without notice, suspend or terminate your Account. In such a case, the parties agree that they will honour any continuing obligations as detailed in these Terms.

In the event of Account termination for any reason, all of your Account information will no longer be available. If your Account is closed, TRX does not have any obligation to delete, maintain, return or otherwise provide you with any of your Account Information.

Regardless of termination of Account, any License Agreement(s) entered into by you and a Seller shall be honoured by you and must be fulfilled in accordance with these Terms and the License Agreement(s).

Post Termination Obligations. On termination of Buyer’s Account for any reason:

Buyer grants to TRX a limited license to retain certain Buyer Data metadata for the purposes of establishing a digital audit trail or as otherwise set out in these Terms, provided that any such data that constitutes Confidential Information will at all times maintain that status and TRX will comply with its obligations set out in clause 9. All other licences granted under these Terms shall immediately terminate and the Buyer shall immediately cease all use of the Site and/or Services;

TRX may destroy or otherwise dispose of any of the Buyer Data in its possession unless TRX receives, no later than ten (10) days after the effective date of the termination of the Account, a written request for the delivery to the Buyer of the Buyer Data and any License Agreement. Upon written request by Buyer TRX shall delete Buyer Data, subject always to clause 10.4.1 and excluding License Agreements which shall require the consent of both parties (Buyer and Seller) prior to deletion.

Clauses 8.2 (ii), (iii), and (iv), (iii) (iv), 9 and 10.5.1 shall survive the termination of Buyer’s Account for any reason and shall continue in full force and effect.

any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.

Data protection

Both parties shall comply with all applicable requirements of the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and any national implementing laws, regulations or secondary legislation, as amended or updated from time to time in the UK (together, the “Data Protection Legislation”). This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

TRX’s Privacy Policy available at www.trx.tv sets out the scope, nature and purpose of processing of personal data by TRX. TRX may transfer or store personal data outside the EEA or the country where the Buyer and the Authorised Users are located in order to carry out the Services and TRX’s other obligations under these Terms. TRX shall comply with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred outside of the European Economic Area and the United Kingdom.

Without prejudice to the generality of clause 11.1, the Buyer shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to TRX for the duration and purposes of these Terms so that TRX may lawfully use, process and transfer the personal data in accordance with these Terms on the Buyer’s behalf.

The Buyer acknowledges and agrees that TRX may appoint third-party processors of personal data from time to time to facilitate the operation of the Services (for example, DocuSign processes limited personal data relating to the name of a signatory of a License Agreement). TRX confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business. As between the Buyer and TRX, TRX shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 11.

General provisions

Governing law and jurisdication. These Terms and any dispute or claim arising out of it shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

Force majeure. TRX shall have no liability to the Buyer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of TRX or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of TRX or sub-contractors, provided that the Buyer is notified of such an event and its expected duration.

Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms 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.

Publicity. Each party may use the other party’s company name and logo (subject to any applicable standard trade mark usage guidelines as provided from time to time) as a reference for marketing or promotional purposes on their website and in other public or private communications with existing or potential customers.

Notices. Any notice to be given under these Terms shall be in writing and signed by or on behalf of the party giving it and shall be served either by delivering it personally, or by sending it by recorded delivery to the Buyer’s registered address (or such other address as may be communicated between the parties from time to time). A notice shall be deemed to have been received: (i) if delivered personally, upon delivery at the address specified in the Order Form; and (ii) if sent by recorded delivery, two (2) Business Days if sent in the UK (or four (4) Business Days if sent overseas) after the date of posting.

No partnership or agency. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Modifications. As TRX’s business evolves, these Terms may be updated from time to time. If TRX makes a material change to these Terms, it will provide Buyer with reasonable notice prior to the change taking effect, either via email or an in-app notification. Buyer can review the most current version of the terms and conditions at any time by visiting www.trx.tv. The materially revised terms and conditions will become effective upon posting of the change, and if Buyer (or any Authorised User) accesses or uses the Site or Services after the effective date, that will constitute the Buyer’s acceptance of any revised terms and conditions.

Third party rights. These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.