(1)    Agreement

a.       By entering into this Agreement, you are appointing TBR as either an exclusive or non-exclusive agent to license, sublicense, and distribute the Material (defined above) on the terms outlined in this Agreement, in exchange for payment whereby TBR will take a commission for the service. (See Section 5. Payments). To provide Material to TBR, you must adhere to the Submission Procedures and terms of this Agreement. Each upload of Material is bound by the terms and conditions stated herein. You can state in the Submission Form for each artistic work whether you would like TBR to act on an exclusive or non-exclusive basis. If TBR is appointed on an exclusive basis, You warrant that the Material is not subject to any pre-existing or future licences.

b.      By accepting this Agreement, you grant TBR, the Producer and its licensees and any authorised persons the irrevocable, exclusive or non-exclusive right (as set out in the applicable Artwork Submission Form) to record, copy, reproduce, edit
without restriction, and distribute the Material throughout the universe, in all languages in all media, in the Production and for the purposes of promotion, and advertising of the Production . This includes any modified or reformatted versions of the Production including re-edited versions, dubbed or foreign language versions.

c.       In the event of a breach of this Agreement by TBR, your sole remedy will be legal action for damages, if any. You cannot terminate this Agreement or seek injunctive relief.

d.       This Agreement remains valid until terminated according to its terms. The termination procedure is outlined under ‘Withdrawal and Termination’.

(2)    Intellectual Property

a.      By agreeing to this Agreement, you warrant that you have the legal entitlement to grant the rights outlined to TBR without restriction, you are the sole author of the Material and that exercise of such rights by TBR and/or its licensees and/or assignees will not infringe upon any copyrights or personal or property rights of any third party including without limitation image rights and/or
rights of publicity and/or privacy rights. You also agree to indemnify TBR and/or its licensees and/or its assignees against any costs, claims, or liabilities if You are in breach of this Agreement.

b.       TBR prohibits the uploading of Material that infringes upon any patents, trademarks, copyrights, trade secrets, rights to privacy, rights to publicity, or any other applicable law or proprietary rights and You warrant that you are the sole author of all Your Material and it is all non-infringing.

c.      You acknowledge that TBR requires You to provide valid releases for Material containing third party owned material, identifiable individuals or property. You further warrant that you have obtained these releases where necessary to permit the uses granted hereunder.

d.      You agree that neither TBR nor any of its affiliates or the Producer or its distributor shall be liable for any damages arising from the use of Material, including any errors or omissions regarding model or property releases.

e.      In the event that Material is used outside the scope of this Agreement by purchasers from TBR in breach of the agreement between TBR and the user, TBR shall not be liable to you for any such third party breaches. However, TBR will reasonably assist in protecting your intellectual property rights at your request and expense.

(3)    Submitting Material

a.       You must be 18 years of age or over to submit Material to TBR

b.       Your content must be your sole original work and not infringe on copyright, trademark, or privacy rights of others and must be fully cleared for use as contemplated by this Agreement without further payment by TBR or the Producers or their licensees or assigns.

c.       You agree to voluntarily submit Material to TBR in accordance with the submission procedure outlined separately. It's important to note that this Agreement governs all Material submitted to TBR.

d.       Material must meet the qualitative standards suitable for printing and larger-scale printing as set out in the Artwork Submission Form. While TBR will implement quality checks, any cancellations due to poor quality will result in the Material being withdrawn from the site, and any payments/commissions earned will be revoked as TBR will have to refund the Producer.

e.       Accurate Descriptive Information must accompany submitted Material. Digital files must be labelled with corresponding names provided on the Submission Form.

f.       You understand the Material submitted must be free of any virus, malware, watermarks or other tracking technology and must contain no disabling mechanisms or protection that prevents its use.

g.      When submitting Material to TBR via the submission form, You understand that this does not guarantee it will be displayed on the site or that TBR will generate revenue therefrom.

h.      You understand that TBR are not responsible or liable for costs incurred during the submission process.

i.        AI-Generated Submissions. TBR does not accept artwork created using Artificial Intelligence (AI) and AI-assisted artworks are ineligible for submission to the platform. Any breach of this shall be a material breach of the Agreement which is not capable of remedy.

(4)    Use of Material

a.       By entering this Agreement, You warrant that You have obtained any and all necessary consents, required under copyright law for the use of Material in Productions and for promotion thereof in all media throughout the universe in perpetuity without further payment by TBR.

b.       You understand and agree that once an image has been licensed or assigned, due to the nature of the industry, the image may be altered, edited and used in any way to suit the theme of the Production

c.       TBR reserves the right to determine which Material is suitable for posting on the TBR Site or other distribution channels. Only material deemed suitable at TBR’s sole discretion will be considered Material' under this Agreement.

d.       In addition to the above authorisation, TBR may use Material to promote and market TBR’s business without compensation to you.

e.       Subject to TBR’s exclusive right to represent the Material and You agreeing not to deal in any rights in the Material in contravention of this Agreement, all rights, including title and copyright, in and to the Material remain with you, except as provided in this Agreement under the ‘Buyout/Commissions’ section.

f.       TBR shall not be liable for any lack of credit attributed to you for the use of Material. You waive all your moral rights to the extent permitted by law and waive any objection to the use of Material in connection with sensitive topics or for potentially controversial purposes.

(5)    Payments

a.      Once TBR receives payment in connection with the Material, TBR agrees to pay you quarterly as per the calendar year. At the end of each quarter TBR will deduct a 70% Commission and pay You 30% of the final sale, subject to the terms of this Agreement.

b.      Market Freeze Compensation. In the event that a Production purchases a Market Freeze option for a specific artwork which is
supplied to TBR by You on an exclusive basis, You shall receive 30% of the total fee paid by the Producer for that Market Freeze period.

c.      In all cases, bundle discounts, VAT, sales taxes, payment and bank charge deductions are made before Payments and Commissions are calculated.

d.      TBR may deduct the following amounts from the payments payable to you: (i) cancellations of a transaction where the original sale has been reported as a fraudulent transaction; (ii) overpayments (iii) Cancellation due to poor file submission quality (iv) refunds provided at TBR’s sole reasonable discretion.

e.       TBR reserves the right to set off any amounts owed to You against any claims it may have against You under this Agreement or otherwise.

f.        TBR shall not be required to make payments to You if it is restrained from using Material due to infringement of third-party intellectual property rights or any other infringement of a third parties’ rights.

g.      Although TBR hopes to licence or sell the copyright the Material, it cannot guarantee to do so.

(6)    Withdrawal & Termination

a.      You understand you can withdraw Material or terminate the agreement at any time by giving us 30 days’ prior written notice. All licences, buyouts and commissions granted by TBR up until termination shall remain unaffected by your termination of this Agreement.

b.       Upon the termination of this Agreement the authorisation given to TBR shall cease with respect to the relevant Material subject to the following conditions: (i) TBR shall remove the applicable  Material from the TBR Site within (14) days of the termination of this Agreement; (ii) notwithstanding termination, TBR shall have the right to continue using  Material for up to (1) year following termination where such  Material has previously appeared in TBRs promotional materials and social media, only if removal of such Material, has been specifically requested by You in writing and it is reasonably possible for TBR to remove the Material.

c.      In addition, the provisions of this Agreement relating to: Use of Material, Confidential Information, Indemnity, rights and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.

d.       Requests for Withdrawal or Termination must be made in writing to TBR. The notice period begins upon acknowledgment of the written request.

e.       You understand that TBR can withdraw Material from the site without warning or reason.

f.        Material will be immediately removed from the TBR site in the event of a Buyout or Market Freeze.

(7)    Buyouts / Commissions

a.      In the event of a Buyout and for all Material You appoint TBR to distribute on an exclusive basis including without limitation commissions , You confirm that none of the applicable  Material has been or is subject to any prior licensing, sale or charge or other security and the Material is not linked to any other contract, arrangement, agreement or licensing outside of TBR.

b.      You understand the sale price of a Buyout or Commission will be calculated on a case by case basis and discussed with You. TBR will retain a commission for the management of this service.

c.       TBR will obtain a 40% deposit from the Producer and hold until the Commission piece has been received. The deposit is a precaution taken on behalf of You to protect You in the unlikely event the Production is shut down for unforeseen circumstances, or
budgets are cut, and therefore unable to fulfill the agreement. In that event, the 40% deposit shall be split into two so that TBR will retain 25% for management fees and 75% will be paid to You towards materials and time spent and this payment shall be in full and final satisfaction of all claims past, present and future which You may have against TBR in connection with the Commission or Buyout

d.      You understand that once the Buyout or Commission has been confirmed by TBR to You, you are unable to reproduce, copy, re-size, re-colour, print, sell, or otherwise deal with the Material in any way or to any other parties other than the buyer stated in the
agreement.

e.      You understand it may not be feasible to credit You as an artist due to time constraints in the Production’s credits, however if the artwork is a significant part of the set design and contributes to the visual aesthetic of the Production, we can request the Producer to consider this.

f.        You understand you cannot sell/license or otherwise deal with the Material once TBR has sold it under a Buyout or Commission or if you have appointed TBR to exclusively distribute Material and You warrant that no third party is entitled to exploit the Material.

g.       You understand that for Buyouts and Commissions You are irrevocably assigning over all your rights including without limitation the copyright to the specified Material and will no longer be the copyright owner of the Material.

h.      You understand if you were to sell the rights of your Material outside of TBR services it shall not have any effect on licences already granted by TBR and: (i) you must inform TBR in writing so the Material can be removed from the site before You sell it or
otherwise deal with it (e.g. charge or mortgage it) (ii) you must inform the buyer you have sold to outside the scope of this Agreement, this may take up to 14 days as stated in the Withdrawal and Termination section.

i.        In consideration for the sum TBR agree to pay you for a Buyout or Commission (receipt of which You expressly acknowledge), You hereby assign to TBR absolutely the following rights throughout the world in the Buyout or Commission Material:

j.        the entire copyright and all other rights in the nature of copyright subsisting in the Material and by way of present assignment of future copyright for Commission Material;

k.      any rights subsisting in the Buyout Material and Commission Material; and

l.        all other rights in the Buyout Material or Commission Material of whatever nature, whether now known or created in the future, to which You are now, or at any time after the date of this agreement may be, entitled by virtue of the laws in force in the United Kingdom and in any other part of the world,

m.     in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related
rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on or after the date of this agreement.

(8)    Liability Limitation

a.      You assume all responsibility and risk for the use of the TBR site.

b.      You assume all responsibility and risk for Material sold as a Buyout or Commission TBR are not responsible or liable for your actions or financial damages, regarding such Material after a Buyout or Commission has been made.

c.      You assume all responsibility and risk for submitting Material, ensuring they are free of any virus, and contain no disabling mechanisms. TBR will not be liable for any financial damages as a result of contaminated Material files.

(9)    Conclusion

a.       This Agreement constitutes the entire understanding between you and TBR and cannot be amended unless in writing and signed by both parties.

b.      The Agreement may be executed electronically and will be legally binding.

c.       English law governs this Agreement, and any disputes shall be resolved in the courts of England and Wales.

d.      You acknowledge that all information, documentations, and agreements shared between you and TBR will remain confidential and under no circumstances can be shared with third parties and other persons outside of this agreement. 

e.      You, by accepting below, agree to be over 18 years old, have the legal capacity and authority, and confirm you are of sound mental capacity at the time of entering this agreement.

f.       If you agree with these terms please sign below and return the form to the TBR Contact via email. Please retain a copy for You to keep. If You are unsure of the meaning of any of the terms set out above, the TBR team can explain them to You.

If you are entering this agreement as a LTD Company, please read the Inducement Letter. This will form part of your agreement.

Thank you

We look forward to working with you
The Black Room