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Wordsmith Farewell Video Campaign — Submission Terms and Conditions

These Submission Terms and Conditions (the "Terms") govern the submission of video content by you (the "Contributor", "you" or "your") to Wordsmith AI Ltd, a company incorporated in England and Wales (company number 15250293) whose registered office is at 86-90 Paul Street, 3rd Floor, London, EC2A 4NE ("Wordsmith", "we", "us" or "our"), in connection with the Campaign described below.

By ticking the acceptance box, clicking "I accept" (or any equivalent button), and/or submitting a Contribution to us, you confirm that you have read, understood and agree to be legally bound by these Terms and you give your written consent to these Terms. You further acknowledge and agree that Wordsmith may collect and record evidence of your acceptance, including the date, time, IP address, account details (if any), submission metadata and the version of the Terms accepted, and that such records shall constitute conclusive evidence of your consent. If you do not agree to these Terms, you must not submit any Contribution.

Background

(A) Wordsmith is running a marketing campaign under which it collects short "farewell" videos from members of the public in Boston, Massachusetts, United States, including videos recorded by contributors themselves, videos recorded at or around Boston locations, and videos submitted through the Submission Platform (the "Campaign").

(B) Wordsmith intends to compile, edit, exhibit and otherwise use the videos submitted, including by screening them at the Edinburgh Festival Fringe and using them in its wider marketing and promotional activities.

(C) These Terms set out the basis on which you may submit a Contribution and the rights you grant to Wordsmith in relation to it.

The parties agree:

1. Definitions and interpretation

  1. 1.1In these Terms, the following definitions apply: "Boston Permits" means any permit, permission, location release, insurance approval, public-space authorisation or other clearance required for filming, recording or submitting a Contribution in Boston, Massachusetts or any other location; "Child" means any person under 13 years of age; "Contribution" means any video, audio, image, text, performance or other content (including your name, voice, image, likeness, performance and any other personal characteristics) that you submit to us in connection with the Campaign, together with any related materials and information you provide; "Data Protection Laws" means all laws and regulations relating to the processing of personal data that apply to a party, including the UK GDPR, the Data Protection Act 2018, and any equivalent or applicable laws in the United States and the Commonwealth of Massachusetts; "Incentive" means any payment, benefit, free product, discount, prize, reward, opportunity or other thing of value offered in connection with a Contribution; "Intellectual Property Rights" means copyright and related rights, trade marks, goodwill, rights in performances, moral rights, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted such rights; "Personal Characteristics" means name, image, portrait, picture, likeness, voice, performance, biographical details, social handle and other identifying attributes; "Recording Laws" means all applicable laws on recording audio, video or communications, including Massachusetts General Laws Chapter 272, Section 99; "Sensitive Personal Data" means personal data revealing or concerning racial or ethnic origin, health, biometric identifiers, precise location, political views, religious beliefs, sexuality, children, government identifiers or similar sensitive matters under applicable law; "Submission Platform" means the website, web page, form or other mechanism through which you submit a Contribution; and "UK GDPR" has the meaning given to it in section 3(10) of the Data Protection Act 2018.
  2. 1.2In these Terms, unless the context otherwise requires:
    • a reference to a clause is a reference to a clause of these Terms;
    • the singular includes the plural and vice versa;
    • "including", "include" and "in particular" are not limiting; and
    • a reference to legislation is a reference to that legislation as amended, extended or re-enacted from time to time.

2. Eligibility and acceptance

  1. 2.1You confirm that you are at least 18 years of age and have the legal capacity to enter into a binding agreement on these Terms. For the purposes of these Terms, "Child" means any person under the age of 13.
  2. 2.2You represent and warrant that no Child is included, depicted or featured in any Contribution you submit.
  3. 2.3You represent and warrant that no person under the age of 18 is included, depicted or featured in any Contribution unless you have obtained the prior written consent of that person's parent or legal guardian on terms no less protective of Wordsmith than these Terms, and you shall provide evidence of such consent to Wordsmith promptly on request.
  4. 2.4Wordsmith does not knowingly invite or accept Contributions from Children. Any Contribution featuring a Child must not be submitted unless Wordsmith has expressly approved a separate COPPA-compliant parental consent process in advance and has confirmed such approval to the Contributor in writing.
  5. 2.5These Terms form a binding agreement between you and Wordsmith from the moment you accept them and/or submit a Contribution, whichever is earlier.
  6. 2.6You must not submit a Contribution on behalf of any other person unless you have that person's authority to do so and to grant the rights set out in these Terms on their behalf.

3. Your Contribution

  1. 3.1You may submit a Contribution through the Submission Platform in accordance with any instructions we provide.
  2. 3.2You are solely responsible for your Contribution and for ensuring that it complies with these Terms.
  3. 3.3We are under no obligation to accept, use, broadcast, exhibit, retain or publish any Contribution, and may decline, edit, remove or stop using any Contribution at any time and for any reason.

4. Filming, recording and local permissions

  1. 4.1You shall obtain and maintain all permissions, releases, notices and consents required under applicable law to create and submit your Contribution, including any permits, licences or authorisations required for filming or recording in any location.
  2. 4.2If you record any audio or conversation in the Commonwealth of Massachusetts, you must obtain the prior consent of every person being recorded. You must not make any secret or undisclosed recording of any person. You acknowledge that Massachusetts law (including chapter 272, section 99 of the Massachusetts General Laws) may impose criminal penalties for secret recordings.
  3. 4.3You shall comply with all applicable rules, regulations and permit requirements of the City of Boston and any other relevant authority in relation to filming or recording on public streets, in parks, at venues, on private property, in event spaces and at any Edinburgh Festival Fringe venue or platform, including obtaining any location releases or permissions required.
  4. 4.4Wordsmith shall not be responsible or liable for your failure to obtain any permission, release, notice, consent, permit or authorisation referred to in this clause, except to the extent that Wordsmith directly controlled the recording giving rise to such failure.

5. Licence and consent to use

  1. 5.1You grant to Wordsmith a worldwide, perpetual, irrevocable (subject to clause 10), non-exclusive, royalty-free, fully paid-up, transferable and sub-licensable licence to use, reproduce, store, host, adapt, edit, modify, translate, compile, distribute, publish, broadcast, communicate, perform, display and otherwise exploit your Contribution and all Personal Characteristics appearing in it (including your name, portrait, picture, likeness, image, voice and performance) (in whole or in part), in any media now known or later developed, for any purpose connected with the Campaign and with Wordsmith's business, marketing and promotional activities.
  2. 5.2Without limiting clause 5.1, you give your express written consent to Wordsmith and its licensees, successors and assigns using your name, portrait, picture, likeness, image, voice, performance and other Personal Characteristics as they appear in your Contribution for advertising, trade, marketing, promotional, publicity, editorial, social media, website, paid media, internal, investor, press and event purposes, in the United States, the United Kingdom and worldwide, including screening at the Edinburgh Festival Fringe.
  3. 5.3You acknowledge and agree that this consent constitutes express written consent for the purposes of, and is intended to satisfy, section 3A of chapter 214 of the Massachusetts General Laws and any similar right of publicity, right of privacy, misappropriation or personality-right law in any jurisdiction.
  4. 5.4To the extent permitted by law, you irrevocably and unconditionally waive all moral rights and rights of a similar nature in your Contribution to which you may be entitled under the laws of any jurisdiction.
  5. 5.5You are not entitled to any payment, royalty, credit or other compensation in respect of any use of your Contribution, whether or not it is used.

6. Endorsements, testimonials and incentives

  1. 6.1You must ensure that any statements made in your Contribution are honest, accurate, based on your genuine experience and not misleading.
  2. 6.2You must promptly disclose to Wordsmith any incentive, payment, gift, free product or service, or other material connection between you and any third party that is connected with or relevant to your Contribution (each, an "Incentive").
  3. 6.3Wordsmith may, at its sole discretion, add, edit or require any disclosures in or alongside your Contribution that it considers necessary or appropriate to comply with applicable advertising, consumer protection or endorsement laws and guidelines.
  4. 6.4Wordsmith may reject, remove or cease using any Contribution that, in its reasonable opinion, could create or constitute an unsubstantiated, misleading or non-compliant endorsement, testimonial or advertising claim.

7. Contributor warranties

  1. 7.1You represent and warrant that:
    • your Contribution is your own original work and you own or control all rights in it necessary to grant the licence in clause 5;
    • your Contribution, and our use of it in accordance with these Terms, will not infringe the Intellectual Property Rights, privacy, publicity or other rights of any third party;
    • you have obtained all necessary consents, permissions and releases from every identifiable person appearing or featured in, or who contributed to, your Contribution, on terms no less protective of Wordsmith than these Terms;
    • your Contribution is not defamatory, obscene, offensive, harassing, discriminatory, unlawful or otherwise objectionable, and does not contain any harmful code;
    • your Contribution does not contain any confidential information or third-party branding without authorisation;
    • your Contribution complies with all applicable recording laws, wiretapping statutes and surveillance regulations in any jurisdiction in which the Contribution was created, including (where applicable) the Massachusetts Wiretap Statute (M.G.L. c. 272, s. 99), and no part of the Contribution contains any audio or video recording made without the knowledge and consent of all recorded parties;
    • all persons whose name, voice, image, likeness, performance or other personal characteristics appear in or are captured by the Contribution have given their prior written consent to the uses contemplated by these Terms;
    • no part of the Contribution was created by means of any secret, covert or surreptitious audio or video recording;
    • no child (being any individual under the age of 13) is included in, appears in or is identifiable from the Contribution unless a separate process compliant with the Children's Online Privacy Protection Act (COPPA) has been expressly approved in writing by Wordsmith in advance;
    • where you controlled the filming of the Contribution, all required permits (including any permits required by the City of Boston), venue permissions, location releases and third-party clearances have been obtained prior to submission;
    • the Contribution does not contain any sensitive personal data (including data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, health data, or data concerning sex life or sexual orientation) unless such inclusion is strictly necessary and the data has been lawfully disclosed with the explicit consent of the relevant data subject;
    • no statement, claim or representation made in the Contribution is false, misleading, deceptive or likely to breach any applicable consumer protection, advertising standards or truth-in-advertising law; and
    • all information you provide to us in connection with the Campaign is true, accurate and complete.

8. Content standards

  1. 8.1You must not submit any Contribution that:
    • is unlawful, threatening, abusive, defamatory, obscene, hateful or otherwise objectionable;
    • infringes any third party's Intellectual Property Rights or other rights;
    • contains personal data, medical information or other highly sensitive personal information of any other person without their consent;
    • promotes any third-party product, service or political position;
    • includes any secret, covert or surreptitious recording of any person;
    • features any child (under 18 years of age) without the prior written consent of a parent or legal guardian;
    • was obtained through unlawful surveillance or in breach of any applicable surveillance, wiretapping or eavesdropping law;
    • incorporates any music, sound recording, film clip or other third-party content without the rights holder's permission;
    • displays any third-party brand, trade mark or logo in a manner that suggests endorsement by or affiliation with that third party;
    • contains any misleading or deceptive advertising claim or undisclosed incentive, sponsorship or other commercial arrangement;
    • contains harassment, bullying, intimidation or content intended to humiliate any person;
    • contains sexually explicit material or nudity;
    • depicts or encourages dangerous, reckless or illegal conduct; or
    • was filmed in any location where recording was prohibited or restricted.

9. Data protection and privacy

  1. 9.1Your Contribution may contain personal data and Sensitive Personal Data (as defined in Data Protection Laws). We will process that personal data for the purposes of receiving, reviewing, moderating, editing, storing, publishing, screening, promoting and archiving the Campaign and Contributions, and for any other purposes described in these Terms. We will process such data in accordance with Data Protection Laws and our privacy notice at https://wordsmith.ai/privacy-policy.
  2. 9.2You consent to our collection, storage, use and disclosure of the personal data contained in your Contribution for the purposes described in these Terms, including its publication and broadcast. You acknowledge that publication of your Contribution may make it visible in the United States, the United Kingdom and elsewhere.
  3. 9.3You confirm that you have informed any other identifiable individual featured in your Contribution about how their personal data will be used, have provided them with a copy of or link to our privacy notice, and have obtained their consent where required.
  4. 9.4You may exercise your data protection rights, and contact us in relation to the processing of your personal data, at legal@wordsmith.ai. For the avoidance of doubt, withdrawal of consent under Data Protection Laws does not affect the lawfulness of processing carried out prior to such withdrawal and does not automatically undo any lawful uses of your Contribution already made, distributed, broadcast, incorporated into other materials or published before the withdrawal takes effect.

10. Withdrawal

  1. 10.1You may request the withdrawal of your Contribution at any time by contacting us at legal@wordsmith.ai.
  2. 10.2On receipt of a valid withdrawal request, we will use reasonable efforts to cease making new public use of your Contribution within a reasonable period after verifying the request. However, we shall not be required to recall, remove, delete or destroy any copy or use of your Contribution that has already been:
    • (a) published, broadcast or otherwise made publicly available;
    • (b) incorporated into Campaign materials, compilations, edits or other productions;
    • (c) distributed or licensed to third parties;
    • (d) included in event recordings (including recordings of screenings at the Edinburgh Festival Fringe);
    • (e) retained for the purposes of legal or regulatory compliance, backup, disaster recovery, audit evidence or legitimate business records; or
    • (f) otherwise used or exploited prior to the withdrawal request taking effect, unless we are required to do so by applicable law.

11. Intellectual property

  1. 11.1As between you and Wordsmith, you retain ownership of the Intellectual Property Rights in your Contribution, subject to the licence granted under clause 5.
  2. 11.2All Intellectual Property Rights in any compilation, edit, production or other material created by or on behalf of Wordsmith that incorporates your Contribution, and in the Campaign itself, are and remain the exclusive property of Wordsmith.

12. Disclaimer

  1. 12.1The Submission Platform and the Campaign are provided on an "as is" and "as available" basis. We do not warrant that the Submission Platform will be uninterrupted, error-free or secure.
  2. 12.2We give no warranty that your Contribution will be used, broadcast, exhibited or retained.

13. Limitation of liability

  1. 13.1Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.
  2. 13.2Subject to clause 13.1, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, loss of goodwill, loss of opportunity, wasted expenditure, or any indirect or consequential loss, arising out of or in connection with these Terms, the Campaign or any use or non-use of your Contribution.
  3. 13.3Subject to clause 13.1, Wordsmith's total aggregate liability arising out of or in connection with these Terms, the Campaign, the Submission Platform or any Contribution shall not exceed £100 or US$125, whichever is higher.

14. Indemnity

  1. 14.1You shall indemnify and hold harmless Wordsmith and its officers, directors, employees, agents, successors and assigns against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) suffered or incurred by any of them arising out of or in connection with:
    • any breach by you of clause 7 (Contributor Warranties) or clause 8 (Content Standards);
    • any breach by you of any applicable recording, wiretapping or eavesdropping laws in connection with the creation of your Contribution;
    • any failure by you to obtain all necessary consents, permissions, releases or permits (including any permits required by the City of Boston or any other governmental authority) in connection with the creation or submission of your Contribution;
    • any actual or alleged infringement of any Intellectual Property Rights, privacy rights, publicity rights, personality rights or any other rights of any third party arising out of or in connection with your Contribution or our use of it in accordance with these Terms;
    • any breach by you of any applicable consumer protection, advertising standards or marketing laws in connection with your Contribution; or
    • the inclusion of any unlawful, misleading, defamatory, obscene or otherwise objectionable content in your Contribution.

15. General

  1. 15.1We may amend these Terms at any time by posting the amended version on the Submission Platform. The version in force at the time of your submission applies to that Contribution.
  2. 15.2We may assign, transfer or sub-contract any of our rights or obligations under these Terms. You may not assign or transfer any of your rights or obligations without our prior written consent.
  3. 15.3If any provision of these Terms is or becomes invalid or unenforceable, it shall be severed and the remaining provisions shall continue in full force and effect.
  4. 15.4No failure or delay by us in exercising any right under these Terms shall operate as a waiver of that right.
  5. 15.5Nothing in these Terms shall affect any statutory rights that you may have as a consumer which cannot be excluded or limited under applicable consumer protection law. To the extent that any limitation or exclusion in these Terms is found to be ineffective against a consumer, such limitation or exclusion shall apply only to the maximum extent permitted by applicable law.
  6. 15.6Wordsmith may retain records of your acceptance of these Terms and of all Contributions submitted as evidence of your consent and for compliance purposes.
  7. 15.7These Terms constitute the entire agreement between you and us in relation to their subject matter.
  8. 15.8A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms.

16. Governing law and jurisdiction

  1. 16.1These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the law of England and Wales.
  2. 16.2The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

By ticking the acceptance box, clicking "I accept" (or any equivalent button), and/or submitting a Contribution, you confirm that you accept these Terms and give your written consent for Wordsmith to use your Contribution and your name, voice, image, likeness, performance and other personal characteristics as described in these Terms.