Before delving into the specifics of this Agreement, let's explore its key provisions and what they mean for you. Details of the full Agreement can be found below.
Submitting content via our website
- Ownership: When you submit content via our website (such as text, graphics and videos), it becomes our property and won’t be returned to you.
- Rights assignment: You give us all rights to your content worldwide, including copyright and intellectual property rights, for as long as we exist. You also let us enforce these rights and modify or edit your content.
- Moral rights waiver: You give up all moral rights in your content, such as the right to be recognised as the author.
- Proceeds ownership: We own all results and earnings from using your content for any purpose.
- Originality warranty: You promise that your content is original, not copied from elsewhere, and you own all the rights to it. You confirm that it wasn't made for someone else, and you haven't assigned or licensed the rights to a third party.
- Non-infringement warranty: You guarantee that your content isn't offensive, illegal, or infringing on others' rights.
- Liabilities: If you breach this agreement or cause us legal trouble, you must cover the costs, including legal fees.
- Content usage: We can use your content for various purposes without consulting you and can also remove it at our discretion.
- Editing and sub-licensing: We can edit, alter, and sublicense your content as we see fit.
- Cooperation: You must assist us in obtaining and defending the rights we've acquired, even if it involves legal actions.
- Power of attorney: You authorise us to act on your behalf to secure the benefits of this agreement. This authorisation is irrevocable unless we agree.
- Delegated powers: We can appoint someone to act on your behalf as well and you agree to approve their actions.
Legal matters/General terms
- Entire agreement: This agreement, along with the Acceptable User Policy, contains all the terms between you and us regarding your content.
- Binding on parties: The agreement is binding on both parties and their representatives, successors, and permitted assigns.
- Future exercise of rights: A delay in enforcing rights doesn't mean they can't be enforced later. If any part of the agreement is found invalid, the rest remains valid.
- Applicable law: This agreement is governed by English law, and any disputes are resolved in the courts of England and Wales.
Assignment and waiver of rights in content submissions
This Assignment and waiver of rights in content submission (“Agreement”) is between:
Memiah Ltd, a company registered in England and Wales with company number 05489185 and registered address at Building B, Riverside Way, Camberley, Surrey GU15 3YL ("Memiah/we/us/our”);
You, the individual or, business or unincorporated body submitting Content to us (“you/your”).
In this Agreement, (“Content”) means any blogs, text, photographs, images, graphics, audio, videos and other content in any format and all other content including any accompanying material.
Please read this Agreement carefully and ensure that you understand the terms. Your agreement to this Agreement occurs immediately upon submitting your Content via our website and when you tick the box to confirm you have read the terms of this Agreement. If you do not agree to comply with and be bound by this Agreement, you must not submit any Content to us and must not tick the box.
In consideration for the exposure you will receive in respect of any Content we publish (which you hereby acknowledge as being sufficient consideration for this Agreement both now and for future rights), you agree that:
1. All Content submission entries and any accompanying material submitted to us will become the property of Memiah on receipt and will not be returned to you. This includes all Content submitted to us by you which is generated using Artificial Intelligence (AI) whether AI is used in whole or part.
2. You hereby assign to Memiah all rights, including without limitation the entire copyright, database rights (and any draft or earlier versions), title and interest (including other intellectual property rights) in and to your Content throughout the world in all media whether now known or created in the future, for the full period of copyright and all renewals, revivals, reversions and extensions thereof, with full title guarantee 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, or any of these assigned rights, whether occurring before or after the date of this Agreement.
3. You agree to waive absolutely all moral rights in and to your Content and otherwise arising in connection with your Content (including the right to be identified as the author of the Content) under the Copyright, Designs and Patents Act 1988 and so far as is legally possible, any other similar legislation which applies in any other country worldwide.
4. Memiah shall be the exclusive owner of all the results and all proceeds generated by its use of your Content for any and all purposes. Memiah as owner of the Content may modify or edit the Content at any time.
5. You warrant and represent that the Content and rights you are assigning hereunder are original and that the Content has not been copied completely, wholly or significantly from anywhere else, and that the rights are owned solely, exclusively and absolutely by you, that you are the legal and beneficial owner of the Content and free to assign them absolutely to us, the content has not been created in the course of your employment for a third party and nobody else was engaged in producing the Content and to the extent they were they assigned all the rights and copyright including in future works to you.
6. You warrant that: (i) you have not and will not assign or license the copyright and rights relating to this Agreement to any other third party, (ii) the rights relating to this Agreement are free from any security interest, charge or lien, (iii) so far as you are aware the rights under this Agreement will not infringe the rights of any third party and, (iiii) you warrant you are unaware of any infringement or likely infringement of any of the rights assigned under this Agreement.
7. You further warrant that nothing in the Content is offensive, indecent, obscene, illegal, dishonest, untruthful, defamatory or discriminatory, will infringe the rights of any third party, or be in breach of the content standards set out in our Acceptable Use Policy: https://www.nutritionist-resource.org.uk/legalterms.html#acceptable-use-policy.
8. You will indemnify us on demand for any liabilities, costs, losses, penalties or expenses (including for expenses such as damages awarded by a court, and reasonable legal fees) which we have to pay because you have breached this Agreement, including without limitation the warranties under this Agreement, or in respect of the enforcement of this Agreement. This indemnity shall apply whether or not you have been negligent or at fault.
9. We may, but are not required to, use, display, publish, transmit and make your Content available in Memiah’s printed publications, promotional materials, in the advertising of our goods or services, or on our YouTube channel, other social media networks and/or website(s) and in any other media, whether now known or invented in the future, in connection with any purpose whatsoever (without prior consultation with you). We may also remove any Content at any time that in our sole discretion we have previously published.
10. We may copy, edit, alter, adapt, add to, store, re-format and sub-licence your Content and extracts from them as we see fit and for any purpose whatsoever.
11. You will fully cooperate with us and do all reasonable things at your own expense, including, if required, signing any document or deed requested by us and/or performing such acts that may be reasonable and necessary so that we get the full benefit of the rights and ownership assigned to us, including assisting us in obtaining, defending and enforcing the copyright and assisting with any proceedings, actions or claims brought against us by any third party relating to the rights assigned by this Agreement.
12. You appoint Memiah to be your attorney in your name and on your behalf to execute documents, use your name and do all things necessary or desirable for us to obtain, for us or our nominee, the full benefit of this Agreement. This power of attorney is irrevocable and is given by way of security to secure the performance of your obligations under this clause and the proprietary interest of Memiah in the copyright and so long as your obligations remain undischarged, or Memiah has such interest, the power may not be revoked by you, except with our consent.
13. Without prejudice to clause 12, we may, in any way we think fit and in your name and on your behalf,
- take any action that this Agreement requires you to take;
- exercise any rights which this Agreement gives to you; and
- appoint one or more persons to act as substitute attorney(s) for you and to exercise such of the powers conferred by this power of attorney as you think fit and revoke such appointment.
You agree to confirm and approve all actions taken in good faith by Memiah and any substitute attorney, exercising their powers under this Agreement.
14. This Agreement together with the Acceptable User Policy constitutes the entire terms between Memiah and you in respect of the assignment and waiver of the Content.
15. This Agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
16. A delay or failure by either us or you in exercising a right or remedy under this Agreement does not mean that it cannot be exercised in future. If any court decides that any part of this Agreement is invalid or may not be fully enforced, it shall be deemed deleted and the rest of these terms will remain valid and enforceable.
17. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time it is in force as at the date of this Agreement.
18. This Agreement shall be governed by English law, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
This information was reviewed and updated in October 2023.