Mentors Agreement
back1. Introduction
1.1 You have previously registered as a Registered User of the BCre8ive online platform pursuant to an agreement (“the Registered User Agreement”) between you and BCre8ive Limited (Company No. 07606648) whose registered office is at Davisons Accountants, Lime Court, Pathfields Business Park, South Molton, Devon EX36 3LH (“we” “us” “our”). The most recent version of the Registered User Agreement is found [here]. All capitalized terms used in the Registered User Agreement shall have the same meaning in this agreement unless the context admits otherwise.
1.2 You have been provided with this further agreement as you wish to register as a mentor. By registering as a mentor you are agreeing to advise and assist groups and/or individuals in the development of Artefacts, Group Artefacts and Dramatic world in exchange for payments as described elsewhere in this agreement
1.3 By registering as a Mentor you are agreeing (a) to continue to be bound by the Registered User Agreement, as the same may have been updated as at the date of this agreement, and (b) to observe and be bound by the terms of this agreement, as they may be modified from time to time.
2. Definitions
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“Artefact” |
means an item, more particularly described at the Website, which is uploaded to the Platform by a Registered User for the purpose of being developed by one or more Groups;
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“Dramatic World” |
means the collective creative elements (including story, characters, setting, visual elements and commercial aspirations) created around an Artefact for the purposes of commercial development; for the avoidance of doubt, references to a Workshop at the Website shall have the same meaning as under this agreement;
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“Talent Pool” |
means the part of the Website in which Artefacts and other Content may be viewed by Registered Users;
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“Group Artefact” |
means an Artefact that has been updated, improved or in some other way contributed to pursuant to creative input from one or more Group Members via the Platform;
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“Group Member” |
means any Registered User who has been allocated to a Group
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“Group” |
means any online collaboration, workshop or other invitation-only virtual group operated from the Platform consisting of Group Members |
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“Industry Partner” |
means any company who participate in a Lab
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“Lab” or “Incubator Lab” |
means an invitation-only Group environment, provided by us, for the further development of an Artefact, its Dramatic World and the intellectual property comprising both; for the avoidance of doubt, references to a Lab or the Incubator Lab at the Website shall have the same meaning as under this agreement;
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‘MashUp’ |
Means a virtual environment created via the Platform for Group members to work collaboratively on the development of Artefacts and Group Artefacts when they first join the Website;
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“Mentor” |
means a third party person with relevant expertise introduced via the Website an individual or a Group to advise on the development of an Artefact, Group Artefact or Dramatic World;
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“Mentor Services” |
Means advice given to groups to assist development of an Artefact, Group Artefact or Dramatic World in the MashUp, Workshop and Lab virtual environments;
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“Royalty” |
Means a percentage of all gross proceeds from the exploitation, licence or assignment of the Group Artefact and/or the Dramatic World, any derivative thereof, and any exploitation of the name and goodwill of the Group Artefact and/or Dramatic World and its surrounding assets;
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“Workshop” |
means a virtual environment created via the Platform for the preparatory development of an Artefact by a Group, with the assistance of a Mentor, into a Dramatic World; for the avoidance of doubt, references to a Workshop at the Website shall have the same meaning as under this agreement. |
3. Profile Information
3.1 By uploading your profile information to the Platform including any text, photographic images and video material, you are granting us the right (but not the obligation) for the duration of of your engagement (as set out in clause 4) to make the profile information viewable to other Registered Users via the Platform.
3.2 You warrant that all information that you upload is a true reflection of you skills, experience and expertise.
4. Terms of Engagement
4.1 You are engaged by BCre8ive Ltd as a self-employed consultant only, and there shall be no obligation for BCre8ive Ltd to provide any payment to you, other than under the terms set out in this agreement. You shall be responsible for your own tax payments and national insurance contributions.
4.2 The period of your engagement as Mentor shall commence from the date of BCre8ive’s written acceptance of your application to become a Mentor and shall continue until a) you notify us in writing that you no longer wish to be registered as a Mentor with BCre8ive or b) your services are terminated by us.
4.3 Where you are engaged as a Mentor by a Group or individual within that Group, the term of that engagement shall be determined by the number of hours of your mentoring time that have been purchased.
4.4 Where you are appointed as mentor to a Group in a Lab, the term of that engagement shall continue for 3 months from the commencement of the Lab excepting where a) the Industry Partner to the group you are mentoring withdraws from a Lab; or b) a Lab is withdrawn by us (other than temporarily for maintenance) or c) a Group disbands in accordance with the Platform protocols.
5. Mentor Services
5.1 Mentor Services may include but are not limited to commenting and advising on development of ‘Artefacts’, ‘Group Artefacts’ and ‘Dramatic Worlds’ arbitration of conflicts between members of a Group, auditing successful completion of ‘Dramatic World’ Elements and proposing a Group with their ‘Dramatic World’ for review by ‘Industry Partners’ and the potential to be invited into an ‘Incubator Lab’. Liaising with Industry Partner mentor and further development advice during a Lab.
5.2 You may only commence Mentor Services to groups in the MashUp and Workshop until the platform indicates that the agreed payment has been made in full.
6. Conduct in a Group
6.1 Whilst participating in any Group you shall conduct yourself at all times in accordance with the conduct required pursuant to the Registered User Agreement and you shall also act courteously and in good faith towards the Group Members.
6.2 You agree that we may for the purposes of the Platform monitor all communications made via the Platform between you and Group Members and keep an archive copy of the same.
6.3 You acknowledge that all discussions regarding Artefacts and/or Group Artefacts and the contributions of the Group shall be treated as confidential and you shall not disclose or otherwise disseminate such confidential information except as reasonably required for the purposes of the Group.
6.4 You shall notify us promptly of any material you receive from a Group Member or activity within a Group which you consider to be offensive or illegal or otherwise in breach of the Registered User Agreement.
7. Limitation of Liability
7.1 You acknowledge that we are not responsible for the conduct of other Registered Users and/or Group Members and you hold us harmless against any claims resulting therefrom.
7.2 You acknowledge that the use of the Website may expose you to material provided by other users which may be defamatory, blasphemous, injurous or otherwise offensive and that we are not responsible for such material, and you hold us harmless against any claims resulting therefrom.
7.3 Nothing in this agreement shall limit our liability to you in respect of any claim for fraud or any act or omission that may deliberately or negligently cause injury or death to any person.
8. Payment and Royalties
8.1 Entitlement to payment will result from your engagement by Groups and Individuals to provide Mentor Services in the MashUp and Workshop stages of the website.
8.2 Hours worked and paid for by groups and individuals are monitored via the platform. Monthly payments will calculated in accordance with the current hourly rate and time records logged on the Platform
8.3 Hourly rates of payment may be reviewed from time to time.
8.4 Not withstanding the above, entitlement to a Royalty may arise in the Workshop and Lab.
a) A 0.5% ‘Royalty’ from all products developed from each dramatic world mentored by you in the Workshop and
b) A 1.5% ‘Royalty’ from each product mentored by you in a 3 month Incubator Lab
8.5 Payments arising from ‘Royalty’ entitlements shall be paid from time to time in accordance with the relevant contractual arrangements for each product in which you have an interest. Notwithstanding any of the provisions above, we shall have no liability to you for payments of the fees or royalties hereunder, which shall be a matter for you and each Group or Registered User engaging you as a Mentor.
9. IP Intellectual Property Group Members
9.1 In order to assist resolution of an IP dispute you may request a copy of the relevant archive records for the purposes of evidence assessment.
9.2 You agree that you shall have no ownership or proprietary interest in the Artefacts or Dramatic Worlds.
10. Termination
10.1 Either you or BCre8ive may terminate this agreement by giving 30 days notice in writing (including by email or other agreed electronic format)
11. Law and Jurisdiction
11.1 This agreement (and any dispute, controversy, proceedings or claim of whatever nature in relation to them) shall be governed and interpreted in accordance with English law and the English courts shall have exclusive jurisdiction in relation thereto.
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