Terms of Use

“Account” means the unique log in details which a Buyer must create in order to access the Platform and make purchases;

“Business Day” means a day on which banks are open for general banking business in Ireland, excluding Saturdays, Sundays and public holidays;

“Buyer Data” means all of the information, documents and other data provided by the Buyer or their Personnel to Marker Content, any details on a Buyer or their Personnel’s usage of the Platform, any content uploaded by the Buyer or their Personnel to Marker Content, or otherwise accessed by Marker Content in providing the services on the Platform;

“Claim” means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise;

“Consumer“ means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession;

“Content” means original work created by the Contributor and uploaded to the Platform and may consist of text, styles, images, video, HTML and/or any other multimedia content. A Contributor’s Content is uploaded to the Platform and may be purchased by a Buyer;

“Content Fee” means the fee payable to Marker Content by a Buyer when purchasing a Video, Content or other material on the platform. There are also variety of payment subscriptions available, or “Price Plans”;

“Content Licence” has the meaning given to it in clause 11;

“Contributor” means a writer, creator, blogger, seller or any other producer of Content available on the Platform;

“Costs” means any costs, including, without limitation, reasonable legal and accounting fees, reasonably incurred in the defence of any Claim arising out of or otherwise related to these Terms;

“Data Protection Laws” means all applicable law relating to data protection including (i) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”), (ii) the Data Protection Acts 1988 to 2018 and (iii) any subsequent re-enactment, replacement or amendment of such laws. The terms “Personal Data”, “Processor”, “Controller”, “Processing”, "Data Subject", “Personal Data Breach” and “Supervisory Authority”, shall have the meanings ascribed under the GDPR;

“Force Majeure” means any event or circumstances beyond the reasonable control of a Party including any acts of God, government intervention, war, hostilities, rebellion, terrorist activities, local or national emergency, sabotage or riots, public health emergencies such as pandemics or epidemics, floods, or unusually severe weather conditions which could not be reasonably anticipated, fires, explosions, or other catastrophe, national or district strikes or other concerted acts of workmen or other similar occurrences to the extent that it:

1. would be unreasonable to expect the affected Party to have planned for, avoided or minimised the impact of such circumstance by appropriate risk management, disaster recovery or business resumption plan; and
2. results in a Party being unable to perform an obligation under these Terms on time;

“Intellectual Property” means any:

1. Copyright;
2. Registered or unregistered design, patent, trade mark rights;
3. Trade, business, company or domain names;
4. Know-how, inventions, processes, trade secrets or confidential information;
5. Right to use;
6. Good will and the right to sue for passing-off;
7. Circuit layouts, databases or source codes; or
8. Similar rights in any part of the world relating to a Party, the operation of its business, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of the foregoing;

“Intellectual Property Rights” means all present and future rights to Intellectual Property including:

1. copyright and related rights;
2. registered or unregistered designs, patents, trade marks;
3. Trade, business, company or domain names;
4. Know-how, inventions, processes, trade secrets or confidential information;
5. Right to use;
6. Good will and the right to sue for passing-off;
7. Circuit layouts, databases or source codes; or
8. Similar rights in any part of the world relating to a Party, the operation of its business, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of the foregoing;

“Liability” means any expense, charge, cost, liability, loss, damage, Claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent. References to liability include every kind of liability arising under or in connection with the Terms including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise;

“Marker Content” means Marker Content Limited, a company registered in Ireland with company number 620734 and any other current or future group companies registered in Ireland or any other jurisdiction;

“Moral Rights”: means all rights under Sections 107 to 119 inclusive of the Copyright and Related Rights Act 2000 and all other moral rights and rights of a similar nature under the laws of any jurisdiction;

“Party” means a party to these Terms from time to time;

“Personnel” means in relation to a Party, any employee, contractor, officer and agent of that Party;

“Platform” refers to the platform operated by Marker Content which enables Contributors to post Content available for purchase and Buyers to search, select and purchase the Videos, material and other Content;

“Purpose” means the use of the Platform to enable Contributors to supply videos to a growing network of businesses which require content and for Buyers to be able to access and purchase Video and other Content;

“Services” has the meaning given to it in Clause 7 below;

“Terms” means the terms and conditions between the Contributor and Marker Content set out in this document;

“Third Party” means a person other than Marker Content or the Buyer;

“Video” has the meaning given to it at Clause 7 below;

1. agree to and are bound by the Terms set forth below and in any modified or additional terms that Marker Content may publish from time to time;
2. understand and agree that you are not a Consumer and that these Terms reflect a business to business agreement;
3. agree to use the Platform in accordance with the Terms;
4. understand that Marker Content is not responsible for the information within the Content and will not be held accountable if any information is deemed illegal, harmful, incorrect or misleading; and
5. will cease using the Platform immediately if you do not agree to the Terms.

1. Converts a Contributor’s Content into a searchable archive;
2. Identifies and extracts evergreen material and converts this into videos;
3. Analyses, tags and categorises videos;
4. Performs styling and clean-up of Content for conversion to a video, ready for sale;
5. Confirms image and text rights with a Contributor (together the “Services”);

1. promptly notify Marker Content in writing;
2. not make any admissions or take any action in relation to the claim without Marker Content’s consent; and
3. cooperate with, assist and act at all times in accordance with the reasonable instructions of Marker Content in relation to the claim and any consequent investigations, negotiations, settlement and dispute resolution proceedings.

1. must not copy or use, in whole or in part, any Content on the Platform other than specific Content or Video obtained by paying the Content Fee;
2. must not assign or transfer any of its rights under these Terms or grant sub-licences of any of its rights under these Terms; or
3. must not permit a Third Party to use the Content or must not sell any Content to a Third Party.

1. to supply the Platform and any services on it including to enable the Buyer to access and use the Service;
2. for diagnostic purposes;
3. to test, enhance and otherwise modify the services offered on the Platform whether requested by the Buyer or not;
4. to develop other services or products; and
5. as reasonably required for the performance of Marker Content’s obligations under these Terms.

1. anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
2. using the Platform to defame, harass, threaten, menace or offend any person;
3. interfering with any user on the Platform;
4. tampering with or modify the Platform, knowingly transmit viruses or other disabling features, or damage or interfere with the Platform, including (without limitation) using trojan horses, viruses or piracy or programming routines that may damage or interfere with the Platform;
5. anything that might violate any local, state, national or other law or regulation or any order of a court;
6. using the Platform to find Content and then copying Content or completing a transaction independent of the Platform in order to circumvent the obligation to pay any fees related to our provision of the services on the Platform;
7. using the Platform to send unsolicited communication of any form; or
8. facilitating or assisting a third party to do any of the above acts.

1. Which is in or subsequently enters the public domain;
2. Which was already known to the Buyer and Marker Content prior to disclosure;
3. Which is required to be disclosed by the law of any relevant jurisdiction or pursuant to an order of a court of competent jurisdiction;
4. Which was obtained by the receiving party from a third party who was free to divulge the same.

1. any of its Personnel or any person who creates an Account on behalf of the Buyer has authority to create the Account;
2. it will provide Marker Content with such information and materials as Marker Content may reasonably require in order to supply the Content or Video via the Platform, and ensure that such information is complete and accurate in all material respects;
3. it will not directly or indirectly do anything that would or might invalidate or put in dispute the Content or Videos on the Platform or Marker Content;
4. it has reviewed and understood these Terms;
5. it has the legal capacity to enter into a legally binding agreement with Marker Content.

1. The identity of a Contributor or Buyer; and
2. The truth or accuracy of any statement, claim or aspect of the Content.

1. Marker Content’s maximum aggregate Liability arising from or in connection with these Terms will be limited to, and must not exceed the aggregate amount of any fees paid by the Buyer to Marker Content in the three-month period immediately preceding the event that gave rise to the Liability or €100 if no such fees have been paid;
2. Marker Content, its shareholders, directors, officers, employees, agents, subsidiaries, affiliates, successors, and assignees will not be liable to the Buyer for any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of Buyer Data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise arising out of the use or inability to use the Marker Content Platform; and
3. Marker Content shall not be responsible or liable for any damage to the Buyer’s computer system or loss of data that results from the submission, upload, download or use of material or data which you may find in or on this Platform.

1. fraud or criminal conduct; or
2. death or personal injury.

1. Third Party Liability arising from any dispute, allegation or claim in relation to ownership of the Intellectual Property Rights or Moral Rights in the Content;
2. failure or delay in providing Service on the Platform;
3. breach of these Terms, where caused or contributed to by any:

   1. event of Force Majeure; or
   2. act or omission of the Buyer or its Personnel.

“Account” means the unique log in details and profile which a Contributor must create in order to submit Content to Marker Content;

“Business Day” means a day on which banks are open for general banking business in Ireland excluding Saturdays, Sundays and public holidays;

“Buyer” means a corporation, business or other entity purchasing a Video or other Content on the Platform;

“Claim” means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise;

“Consumer” means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession;

“Content” means original work created by the Contributor and uploaded to the Platform and may consist of text, styles, images, video, HTML and/or any other multimedia content. A Contributor’s Content is uploaded to the Platform and may be purchased by a Buyer;

“Content Licence” has the meaning given to it in Clause 11 below;

“Contributor” means a writer, creator, blogger, seller or any other producer of Content available on the Platform;

“Costs” means costs, including, without limitation, reasonable legal and accounting fees, reasonably incurred in the defence of any arising out of any Claim or otherwise related to these Terms;

“Data Protection Laws” means all applicable law relating to data protection including (i) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”), (ii) the Data Protection Acts 1988 to 2018 and (iii) any subsequent re-enactment, replacement or amendment of such laws. The terms “Personal Data”, “Processor”, “Controller”, “Processing”, "Data Subject”, “Personal Data Breach” and “Supervisory Authority”, shall have the meanings ascribed under the GDPR;

“Force Majeure” means any event or circumstances beyond the reasonable control of a Party including any acts of God, government intervention, war, hostilities, rebellion, terrorist activities, local or national emergency, sabotage or riots, public health emergencies such as pandemics or epidemics, floods, or unusually severe weather conditions which could not be reasonably anticipated, fires, explosions, or other catastrophe, national or district strikes or other concerted acts of workmen or other similar occurrences to the extent that it:

1. would be unreasonable to expect the affected Party to have planned for, avoided or minimised the impact of such circumstance by appropriate risk management, disaster recovery or business resumption plan; and
2. results in a Party being unable to perform an obligation under these Terms on time;

“Intellectual Property” means any:

1. Copyright and related rights;
2. Registered or unregistered design, patent and/or trade mark rights;
3. Trade, business, company or domain names;
4. Know-how, inventions, processes, trade secrets or confidential information;
5. Right to use;
6. Good will and the right to sue for passing-off;
7. Circuit layouts, databases or source codes; or
8. Similar rights in any party of the world relating to a Party the operation of its business, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of the foregoing;

“Intellectual Property Rights” means all present and future rights to Intellectual Property including:

1. copyright and related rights;
2. registered or unregistered designs, patents, trade marks;
3. trade, business, company or domain names;
4. know-how, inventions, processes, trade secrets;
5. right to use;
6. good will and the right to sue for passing-off;
7. circuit layouts, databases or source codes; and
8. any similar rights in any part of the world, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of the foregoing;

“Liability” means any expense, charge, cost, liability, loss, damage, Claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent. References to liability include every kind of liability arising under or in connection with the Terms including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise;

“Marker Content” means Marker Content Limited, a company registered in Ireland with company number 620734 and any other current or future group companies registered in Ireland or any other jurisdiction;

“Moral Rights” means all rights under Sections 107 to 119 inclusive of the Copyright and Related Rights Act 2000 and all other moral rights and rights of a similar nature under the laws of any jurisdiction;

“Party” means a party to these Terms from time to time, namely Contributors and Marker Content and Parties means all of them;

“Personnel” means in relation to a Party, any employee, contractor, officer and agent of that Party;

“Platform” refers to the platform operated by Marker Content which enables Contributors to post Content available for purchase and Buyers to search, select and purchase the Videos, material and other Content;

“Purpose” means the use of the Platform to enable Contributors to supply videos to businesses which require content and for Buyers to be able to access and purchase Video and other Content;

“Services” has the meaning given to it in Clause 7 below;

“Terms” means the terms and conditions between the Contributor and Marker Content set out in this document;

“Third Party” means a person or entity other than Marker Content or the Contributor;

“Video” has the meaning given to it at Clause 5 below;

“Video Fee” has the meaning given to it at Clause 9 below;

1. the singular includes the plural and vice versa;
2. headings are for convenience only and do not affect interpretation;
3. a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of these Terms;
4. if any act which must be done under these Terms is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
5. a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
6. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
7. a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
8. “includes” and similar words mean includes without limitation;
9. no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
10. a reference to a party in a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
11. a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
12. a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
13. if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
14. a reference to time is to local time in Dublin, Ireland; and
15. a reference to € or euro refers to the currency of Ireland from time to time.

1. agree to and are bound by the Terms set forth below and in any modified or additional terms that Marker Content may publish on the Platform from time to time;
2. agree to use the Platform in accordance with these Terms;
3. understand and agree that you are not a Consumer and that these Terms reflect a business to business agreement;
4. understand that Marker Content is not responsible for the information within the Content and will not be held accountable if any information which is deemed illegal, harmful, incorrect or misleading;
5. will cease using the Platform immediately Platform if you do not agree to the Terms.

1. Converts a Contributor’s Content into a searchable archive;
2. Identifies and extracts evergreen material and converts this into videos;
3. Analyses, tags and categorises videos;
4. Performs styling and clean-up of Content for conversion to a video, ready for sale;
5. Confirms image and text rights with a Contributor (together the “Services”);

1. modify electronically reproduce and distribute, and publicly perform and display the Content for the Purpose; and
2. reproduce and distribute through any media now known, or hereafter developed, excerpts of the Content in Advertisements for, and in marketing and promotional materials on the Platform.

1. applies to each individual piece of Content provided by the Contributor to Marker Content;
2. allows Marker Content in its sole discretion to alter, modify and stylise Content for the purpose of creating Videos; and
3. allows Marker Content to sell videos and sub-licence Content on the Platform.

1. grant distribution or publication rights to any of the Content to any competitor of Marker Content;
2. advertise or promote the Content on or in connection with any competitor of the Customer; or
3. licence any of its Content for use on the website of any competitor of Marker Content.

1. anything that would constitute a breach of an individual’s privacy (including uploading personal information) or any other legal rights;
2. tampering with or modifying the Platform, knowingly transmitting viruses or other disabling features, or damaging horses, viruses or piracy or programming routines that may damage or interfere with the Platform;
3. anything that might violate any local, state, national or other law or regulation or any order of a court;
4. using the Platform to find videos and then completing a transaction independent of the Platform in order to circumvent the obligation to pay any fees related to our provision of the Services;
5. using the Platform to send unsolicited email messages; and/or
6. facilitating or assisting a Third Party to do any of the above acts.

1. Which is in or subsequently enters the public domain;
2. Which was already known to the Contributor and Marker Content prior to disclosure;
3. Which is required to be disclosed by the law of any relevant jurisdiction or pursuant to an order of a court of competent jurisdiction;
4. Which was obtained by the receiving party from a third party who was free to divulge the same.

1. the Content is fit for the Purpose;
2. the Content will not infringe any third party’s Intellectual Property Rights;
3. the Content does not violate any applicable law, statute or subordinate legislation;
4. the Content does not, to the best of its knowledge and belief, contain any viruses, Trojan horses, worms, logic bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information;
5. the Contributor shall not use, submit or otherwise transmit to Marker Content any unlawful, infringing, harmful, defamatory, libelous, obscene, unlawful threatening or inappropriate content. Content of this nature may result in suspension or termination of the Contributor’s Account;
6. the Contributor is the sole and exclusive owner of the Content and the Contributor has all rights, licences, consents and releases that are necessary to grant to Marker Content the rights in the Content as contemplated by these Terms, including but not limited to obtaining all Third Party consents and waivers to Intellectual Property Rights and Moral Rights in the Content;
7. neither the Content nor the posting, uploading, publication, submission or transmission of the Content or Marker Content’s use or sale of the Content on, through or by means of the Platform will infringe, misappropriate or violate a Third Party’s Intellectual Property Rights and Moral Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation;
8. that they have reviewed and understood these Terms; and
9. that they have the legal capacity to enter into a legally binding agreement with Marker Content and if accepting these Terms on behalf of a company or other legal entity, they represent that they have the authority to bind such entity and its affiliates to these Terms.

1. The identity of the Contributor; and
2. The truth or accuracy of any statement, claim or aspect of the Content made by a Contributor.

1. Marker Content’s maximum aggregate Liability arising from or in connection with these Terms (including the Services and/or the subject matter of these Terms) will be limited to, and must not exceed the aggregate amount of the Video Fees paid to the Contributor in the three-month period immediately preceding the event that gave rise to the Liability, or €20 if no such Video Fees have been paid;
2. Marker Content, its shareholders, directors, officers, employees, agents, subsidiaries, affiliates, successors, and assignees, will not be liable to the Contributor for any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of Content, indirect consequential loss, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise arising out of the use or inability to use the Marker Content Platform; and
3. Marker Content shall not be responsible or liable for any damage to the Contributor’s computer system or loss of data that results from the submission, upload, download or use of material or data which you may find in or on the Platform.

1. Fraud or criminal conduct; or
2. Death or personal injury.

1. third party liability arising from any dispute, allegation or claim in relation to ownership of the Intellectual Property Rights or Moral Rights in the Content;
2. failure or delay in providing the Services;
3. breach of these Terms, where caused or contributed to by any:

   1. event of Force Majeure; or
   2. act or omission of the Contributor or its Personnel.

1. Marker Content will immediately stop performing the Services; and
2. if a Contributor breaches these Terms, Marker Content may take down or otherwise remove any videos, created from Content provided by a Contributor.