Terms and conditions
These terms and conditions (as amended from time to time, the “Agreement”) outline the contractual terms under which One Golden Nugget (the Service Provider) will provide certain services to you.
Please read these terms and conditions carefully, as they will apply to the services described below. By subscribing to the services, you confirm that you agree to the terms and conditions of this Agreement.
1. The Services
1.1 Description of Services
In exchange for payment of the agreed charges (defined below) and subject to compliance with Clause 2, you will receive the following services and deliverables (collectively, the “Services”):
(a) Inclusion as a contributor to a work or project;
(b) Creation of promotional content related to the work;
(c) A specified number of copies of the completed work;
(d) Any other deliverables explicitly agreed upon in writing.
2. Collaboration
2.1 Participation
You agree to:
Participate in interviews, discussions, or other activities required for the completion of the work (the “Collaboration”).
Grant the Service Provider the rights to use your statements, image, and name for the purposes of creating, publishing, and promoting the work.
2.2 Approval Process
A draft of the work (or applicable portion) will be provided to you for review.
You must provide written feedback or approval within the specified timeframe. If no response is received, approval will be deemed given.
Only one round of edits will be permitted unless otherwise agreed in writing.
2.3 Failure to Collaborate
Failure to meet obligations under Clause 2.1 or 2.2 may result in the suspension or termination of services without refund.
2.4 Modifications
The Service Provider reserves the right to make necessary changes to the work to minimise potential legal or reputational risks.
2.5 Delays Caused by You
The Service Provider is not responsible for delays caused by your failure to meet agreed timelines.
Charges remain payable in full, and additional costs incurred as a result of delays may be recovered from you.
2.6 Competing Works
You agree not to create or facilitate similar works that could adversely impact the commercial or licensing prospects of the work.
3. Charges and Payment
3.1 Charges
The charges for the services will be agreed upon in advance.
3.2 Taxes
All charges are exclusive of taxes, including VAT, which you are responsible for paying if applicable.
3.3 Late Payments
Failure to pay on time may result in:
(a) Interest charges on overdue amounts;
(b) Suspension of services until payment is received.
3.4 No Set-Off
All payments must be made without deductions, counterclaims, or set-offs unless required by law.
4. Proceeds
4.1 Allocation of Proceeds
Proceeds generated from the work, if any, may be allocated or donated at the Service Provider’s discretion.
4.2 Record Keeping
The Service Provider will maintain records of any proceeds, which you may inspect once annually upon request.
4.3 Claims
If disputes or claims arise regarding the work, allocation of proceeds may be suspended until the matter is resolved.
5. Licence and Ownership
You assign all intellectual property rights related to the work to the Service Provider, who retains exclusive rights to publish, sell, adapt, and use the work in any format worldwide, including but not limited to distribution, promotion, and publication on all social media platforms.
6. Third-Party Material
You must obtain all necessary permissions and consents for any third-party material used in the work and provide evidence of these consents upon request.
7. Production and Promotion
The work will be produced within a reasonable timeframe following your approval unless delayed by circumstances beyond the Service Provider’s control.
The Service Provider may use your name and likeness to promote the work.
8. Warranties
You represent and warrant that:
The information you provide is accurate and does not infringe upon any third-party rights.
You have obtained all necessary consents for personal data and third-party materials in compliance with applicable laws.
9. Indemnity
You agree to indemnify the Service Provider against any losses, damages, or expenses resulting from:
Breach of your warranties;
Claims related to the work.
10. Assignment
You may not assign or transfer your rights under this Agreement without the prior written consent of the Service Provider.
11. Termination
Either party may terminate this Agreement if the other materially breaches its terms and fails to remedy the breach within 30 days of notice.
12. Data Protection
Both parties agree to comply with all applicable data protection and privacy laws.
13. Consequences of Termination
Upon termination, the Service Provider retains full rights to complete, modify, and publish the work.
14. Death or Incapacity
In the event of your death or incapacity, the Service Provider reserves the right to complete, modify, and publish the work as deemed appropriate.
15. Confidentiality
Confidential information related to this Agreement must not be disclosed without prior consent, except as required by law.
16. No Waiver
Failure to enforce any provision of this Agreement does not constitute a waiver of that or any other provision.
17. Entire Agreement
This document constitutes the entire Agreement between the parties and supersedes any prior agreements.
18. Variation
This Agreement may only be amended in writing and with the consent of both parties.
19. Severability
If any provision is deemed invalid, the remainder of the Agreement will remain in effect.
20. Force Majeure
Neither party will be liable for delays caused by events beyond their reasonable control.
21. Governing Law and Jurisdiction
This Agreement is governed by the laws of the applicable jurisdiction, and disputes will be resolved exclusively in the courts of that jurisdiction.
