User Generated Content Licence Agreement

This User Generated Content Licence Agreement ("Agreement") is made and entered into on the date of submission between:

Innox Trading Limited, a company incorporated in England and Wales with company number 07262043, trading as Chemist4U, with its registered office at 1 Penketh Place, Skelmersdale, England, WN8 9QX ("Company"), and

The Creator (the user who submits the content).

The Company and the Creator are collectively referred to as the "Parties" and individually as a "Party".

WHEREAS

• The Company wishes to engage the Creator to produce specific content as described in this Agreement.
• The Creator agrees to produce such content and grant the Company full ownership and usage rights in exchange for a one-time payment.
• The Parties wish to set forth the terms and conditions governing the production, ownership, and use of the content.

NOW, THEREFORE, the Parties agree as follows:

1. Definitions

   1. Content: The user-generated content to be created by the Creator, as specified in Schedule A, including but not limited to text, images, videos, audio, or any other materials produced under this Agreement.
   2. Deliverables: The final version of the Content delivered by the Creator to the Company in accordance with this Agreement.
   3. Intellectual Property Rights: All copyrights, trademarks, patents, trade secrets, moral rights, and other intellectual property rights recognized under applicable law.

2. Creation of Content

   1. The Creator agrees to produce and deliver the Content as specified in Schedule A, in accordance with the Company’s instructions, guidelines, and deadlines.
   2. The Creator shall deliver the Content in the format and manner specified by the Company, ensuring it meets the quality standards outlined in Schedule A.

3. Payment

   1. In consideration for the production and delivery of the Content, and the assignment of all rights as set forth in this Agreement.
   2. The payment of £250 is at the Company’s discretion when entrants are selected. Selection will be based on the quality of content. The number of entrants selected is at the Company’s discretion.
   3. The Payment shall be made within 30 days once an entrant is selected.
   4. The Payment shall be made via bank transfer to the Creator’s designated account, as provided by the Creator in writing. The Creator is responsible for any bank fees associated with the transfer.
   5. The Payment constitutes full and final compensation for the Content and the rights granted under this Agreement. The Creator shall not be entitled to any additional compensation, royalties, or fees.

4. Ownership and Assignment of Rights

   1. Upon receipt of the Payment, the Creator hereby assigns and transfers to the Company, irrevocably and in perpetuity, all right, title, and interest in and to the Content, including all Intellectual Property Rights, worldwide.
   2. The Company shall have full ownership of the Content and may use, reproduce, distribute, modify, adapt, publish, display, perform, create derivative works from, or otherwise exploit the Content in any manner, media, or format, now known or hereafter devised, as the Company deems appropriate, without restriction or further consent from the Creator.
   3. The Creator waives any moral rights in the Content, including the right to be identified as the author or to object to derogatory treatment, to the fullest extent permitted by law.
   4. The Creator shall execute any additional documents reasonably requested by the Company to effectuate the assignment of rights under this Agreement.

5. Warranties and Representations

   1. The Creator represents and warrants that:

      1. The Content is original and does not infringe upon the Intellectual Property Rights or any other rights of any third party.
      2. The Creator has the full power and authority to enter into this Agreement and grant the rights herein.
      3. The Content does not contain any defamatory, obscene, or unlawful material, and its use by the Company will not violate any applicable laws or regulations.
      4. No third party has any claim to or interest in the Content, and no third-party consent is required for the Company’s use of the Content.
   2. The Company reserves the right to reject any Content that does not meet the specifications in Schedule A or the warranties in this clause.

6. Indemnity

   1. The Creator shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to: (a) Any breach of the Creator’s warranties or obligations under this Agreement. (b) Any claim that the Content infringes the Intellectual Property Rights or other rights of any third party.
   2. The Company shall promptly notify the Creator of any such claim and may, at its discretion, control the defence and settlement of such claim.

7. Confidentiality

   1. The Creator shall not disclose any confidential information provided by the Company, including but not limited to business plans, marketing strategies, or specifications for the Content, to any third party without the Company’s prior written consent.
   2. This obligation of confidentiality shall survive the termination of this Agreement.

8. Termination

   1. The Company may terminate this Agreement with immediate effect if the Creator fails to deliver the Content by the specified deadline or if the Content does not meet the specifications in Schedule A.
   2. Upon termination, the Creator shall not be entitled to the Payment unless the Company, at its sole discretion, accepts and uses the Content.
   3. Clauses 4 (Ownership and Assignment of Rights), 5 (Warranties and Representations), 6 (Indemnity), 7 (Confidentiality), and 9 (General Provisions) shall survive termination of this Agreement.

9. General Provisions

   1. Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, whether written or oral, relating to the subject matter.
   2. Amendments: Any amendments to this Agreement must be in writing and signed by both Parties.
   3. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England and Wales for any disputes arising under this Agreement.
   4. Assignment: The Creator may not assign or transfer any rights or obligations under this Agreement without the Company’s prior written consent. The Company may assign its rights and obligations without restriction.
   5. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
   6. Notices: Any notices under this Agreement shall be in writing and sent to the addresses specified above or such other addresses as the Parties may designate.