Terms of Service — IP Licensing
Effective Date: The date the Licensor accepts this Agreement online by uploading IP and clicking “Accept.”
1. Parties and Definitions
1.1 Parties.
Licensor: The individual or entity uploading intellectual property (“IP”) via the NEET web portal.
Licensee: NEET Ltd, a company registered in England and Wales (hereafter, “NEET”).
1.2 Definitions.
“Licensor Marks” means the Licensor’s names, logos, trademarks, service marks, and brand identifiers that are (a) provided to NEET by the Licensor, or (b) incorporated in the IP, for identification and promotional use in accordance with this Agreement.
“AI/Automated Content” means IP, or any portion of IP, generated or materially created using automated systems or tools, including generative artificial intelligence, machine learning models, large language models, diffusion models, text-to-image/video/audio tools, procedural generation, or substantially similar technologies.
“AI/Automated Tools” means automated systems and services used to generate, transform, analyse, or enhance content, including generative artificial intelligence, machine learning, diffusion models, text-to-image/video/audio tools, synthetic voice tools, upscalers, taggers, and substantially similar technologies.
“Training” means using data to pre-train, train, fine-tune, or otherwise adjust the parameters of an AI/ML model, or to build datasets for that purpose. Training does not include running models to generate outputs from prompts or inputs (inference), quality checks, deduplication, content moderation, or similar operational processing needed to create the licensed outputs.
“Net Receipts” means amounts actually received by NEET from the sale, licence, or other monetisation of virtual items and digital products that incorporate the IP, less: (a) platform/marketplace fees and revenue shares; (b) payment processor and gateway fees; (c) chargebacks, refunds, returns, and credits; (d) sales, use, VAT/GST or similar taxes collected and remitted to a taxing authority; and (e) discounts, coupons, or promotional allowances shown on the transaction (for clarity, excluding NEET’s general overhead and income taxes).
2. Grant of Exclusive License
2.1 Licensor grants NEET a non-transferable, worldwide, exclusive, royalty-bearing license to use, reproduce, distribute, display, and create derivative works of the IP uploaded via the portal solely for the creation, distribution, and sale of virtual items and digital products. For the avoidance of doubt, NEET may exercise these rights using AI/Automated Tools, and the license includes the ancillary right to market and promote such virtual items and digital products as set out in Section 19.
2.2 Licensor agrees that during the term of this Agreement, it will not grant any other licenses or rights to third parties for the use of the IP in virtual items or digital products, nor use the IP itself in such virtual items outside NEET’s platforms.
2.3 NEET may sublicense, distribute, and monetise the IP within NEET’s platforms and through NEET’s partners.
2.4 This license includes continued use of the IP in virtual items released during the Agreement term, including after termination, subject to ongoing royalty obligations.
2.5 Third-Party Distribution & Use. NEET may list, distribute, license, and sell virtual items and digital products incorporating the IP via third-party stores, platforms, games, applications, marketplaces, and distribution channels (including by API integration, in-app purchase, keys/codes, or entitlement systems), and may enable their use and activation within such third-party environments. NEET may set pricing, run promotions, bundle products, and appoint resellers/channel partners, subject to applicable platform terms. The foregoing includes a limited, non-transferable sublicense to platform operators and NEET’s distribution partners solely as necessary to list, host, deliver, activate, and support the products. Royalties remain payable under Section 4 based on Net Receipts from such channels.
2.6 No Obligation to Exploit; Editorial/Veto Discretion. NEET has no obligation to publish, distribute, continue to make available, or otherwise exploit any product or promotional material incorporating the IP. NEET retains final editorial and distribution discretion, including the timing, placement, territories, localisation, and delisting of products and materials.
3. Upload and Representations
3.1 By uploading IP, Licensor represents and warrants they own or have all necessary rights to license it to NEET.
3.2 Licensor confirms the IP does not infringe any third-party rights or violate any laws.
3.3 Indemnity. The Licensor shall defend, indemnify, and hold harmless NEET, its affiliates, and their directors, officers, employees, and agents from and against all claims, demands, actions, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the IP (including any allegation that the IP infringes or misappropriates any intellectual property, publicity, privacy, or other rights, or is defamatory or unlawful); (b) the Licensor’s breach of Sections 3, 11, or 12; (c) any unauthorised access or use of NEET services through the Licensor’s accounts or credentials; and (d) the Licensor’s violation of law.
3.4 Indemnity Procedures. NEET will give prompt written notice of a claim and reasonable cooperation; the Licensor will control the defence and settlement, provided that the Licensor may not settle any matter that imposes non-monetary obligations on NEET or admits fault on NEET’s behalf without NEET’s prior written consent. NEET may retain separate counsel at its own expense.
3.5 AI/Automated Content – Disclosure & Rights. The Licensor shall accurately tag any IP that constitutes AI/Automated Content at the time of upload (and indicate which elements are AI-generated where only part of the IP is AI-generated). The Licensor represents and warrants that it has, and will maintain, all rights necessary to grant the licenses in this Agreement for any AI/Automated Content, including any rights required under applicable tool/provider terms for commercial use, and all releases/consents (including for any recognisable persons, voices, or styles where required by law or contract).
3.6 Verification Cooperation. Upon NEET’s reasonable request, the Licensor will provide non-confidential information sufficient to verify compliance with Section 3.5 (for example, the name of the tool/provider and the type of licence relied upon). NEET will treat such information as confidential and use it solely for compliance verification.
3.7 Moral Rights Waiver/Consents. To the maximum extent permitted by law, the Licensor (and shall procure that its contributors) waives and agrees not to assert moral rights (including rights of paternity and to object to derogatory treatment) in respect of NEET’s permitted uses under this Agreement, and consents to reasonable obscurification, replacement, modification, adaptation, translation, cropping, and localisation necessary for compliance with Sections 12.7 and 12.11.
4. Royalties and Payment
4.1 Royalty Schedule (Portal). NEET will pay Licensor royalties at the rates set out in the Royalty Schedule made available in the NEET portal for the Licensor’s account, which may vary by product type.
4.2 Calculation & Timing. Royalties will be calculated on Net Receipts as recorded in NEET’s internal bookkeeping records, as maintained in the ordinary course of business, and will be paid quarterly, within thirty (30) days after the end of each calendar quarter.
4.3 Audit Right (24-Month Look-Back). Licensor may request one audit per calendar year of relevant royalty records, with thirty (30) days’ written notice. Audits will occur during normal business hours, may be conducted electronically/remotely, and will be subject to reasonable confidentiality undertakings. The look-back period is limited to the twenty-four (24) months preceding the audit notice. If an underpayment of five percent (5%) or more of amounts due for the audited period is found, NEET will promptly pay the shortfall and reimburse Licensor’s reasonable auditor fees; otherwise, the Licensor bears its own audit costs.
4.4 Payment Method; Processors; Currency; Fees & Taxes. Methods of payment, the available payment processors, and the payout currency are determined by NEET. All transaction fees, currency conversion costs, and taxes applicable to the Licensor’s receipt of royalties are the Licensor’s responsibility. For clarity, taxes imposed on NEET’s net income remain NEET’s responsibility, and NEET may deduct or withhold any amounts required by law and will provide reasonable documentation of such withholding upon request.
4.5 Set-Off and Withholding. NEET may withhold or set off any amounts due to NEET (including indemnified amounts, chargebacks, refunds, platform penalties, or fines) against royalties or other sums payable to the Licensor.
4.6 Chargebacks and Recoveries. The Licensor is responsible for chargebacks, refunds, clawbacks, or platform fees/penalties attributable to the Licensor’s IP or breach, and NEET may recover such amounts under Section 4.5.
4.7 Unclaimed Royalties. Royalties that have been made available to the Licensor in the NEET portal but not withdrawn for thirty-six (36) months from the date they became payable may, to the extent permitted by applicable law, be donated by NEET to a charity or non-profit organisation of NEET’s choosing. Before donation, NEET will use reasonable efforts to notify the Licensor via the contact details on file. After donation, the Licensor waives any claim to such amounts, except where prohibited by law.
5. Term and Termination
5.1 This Agreement begins on the Effective Date and remains in effect indefinitely or for as long as products incorporating the IP are commercially distributed.
5.2 NEET may terminate this Agreement for material breach if the Licensor fails to cure within thirty (30) days of receiving written notice.
5.3 Upon termination, NEET may continue to sell, distribute, and support products incorporating the IP that were released before termination, and royalty obligations will continue for such sales.
6. Ownership
6.1 Licensor retains all ownership of the IP.
6.2 NEET receives only the exclusive license rights granted under this Agreement.
7. Trademarks
All brand, trading, product, and service names used in this Service which identify NEET or third parties and their products and services are proprietary marks of NEET and/or the relevant third parties. Nothing in this Service shall be deemed to confer on any person any license or right on the part of NEET or any third party with respect to any such image, logo, or name.
8. Governing Law and Jurisdiction
This Agreement is governed by the laws of England and Wales.
Disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
9. Entire Agreement and Amendments
This Agreement and the Royalty Schedule (as displayed in the NEET portal) constitute the entire agreement between the Parties and supersede all prior discussions. Any amendments must be in writing and signed by both Parties, or be updated terms posted on the NEET portal.
10. Electronic Acceptance
Licensor agrees that clicking “Accept” or uploading IP constitutes a legally binding electronic signature and agreement to these terms.
11. Eligibility and Legal Capacity
11.1 The Licensor, and any individual acting on behalf of the Licensor (including representatives, agents, or authorised signatories), confirms that they are at least sixteen (16) years of age and have the legal capacity to enter into and perform this Agreement.
11.2 The Licensor further confirms that, under the laws of their country or place of residence, and in accordance with the Governing Law stated in this Agreement, they have full right, power, and authority to enter into this Agreement and to grant the rights and licenses herein.
11.3 If the Licensor is an entity, the individual accepting this Agreement on its behalf warrants that they are authorised to bind the entity to this Agreement.
12. Account Security, Service Use, and IP Handling
12.1 Account Security — The Licensor is solely responsible for maintaining the confidentiality of their login credentials for any online portal, platform, website, application, or account system operated by NEET. Any actions or transactions carried out through such accounts will be deemed authorised by the Licensor. The Licensor must promptly notify NEET of any unauthorised use, suspected breach of security, or compromise of their account.
12.2 Service Use — The Licensor agrees to use all NEET-operated portals, platforms, websites, applications, and services solely for lawful purposes, in good faith, and in compliance with all applicable laws, regulations, and this Agreement. The Licensor shall not attempt to gain unauthorised access to any NEET systems, data, or accounts, nor engage in any activity that could impair, disrupt, or damage the operation or security of NEET’s services.
12.3 Handling of Submitted IP — Upon submission of IP to any NEET-operated portal or platform, NEET will store, manage, and use the IP solely in accordance with the rights granted in this Agreement. NEET is not responsible for retaining or returning original files submitted by the Licensor. The Licensor is responsible for maintaining their own backup copies of all submitted IP.
12.4 Ongoing Access and Use — Once IP has been incorporated into virtual items or digital products by NEET, the Licensor shall not have the right to request the removal of such IP from NEET’s platforms, and NEET’s continued use shall be subject only to the royalty obligations set out in this Agreement.
12.5 Security Incidents. The Licensor must promptly notify NEET upon becoming aware of any actual or suspected unauthorised access, use, or disclosure involving the Licensor’s credentials, accounts, or submitted IP, and shall cooperate with NEET in investigation, mitigation, remediation, and any required notifications.
12.6 Prohibited Content. The Licensor shall not upload IP that is unlawful, infringing, fraudulent, misleading, or invasive of privacy/publicity rights, or that contains malicious code.
12.7 Moderation; Censorship Control; Takedown. NEET may refuse, suspend, remove, restrict, geo-block, age-gate, edit, label, obscure (including blurring, pixelating, bleeping), replace assets with compliant alternatives, modify, crop, watermark, adjust metadata/classifications/age ratings, or alter descriptions of any submitted IP or related product where NEET reasonably determines that action is required to: (a) comply with applicable law, court order, regulatory guidance, or age-rating requirements in any jurisdiction; (b) comply with platform, marketplace, payment, advertising, or hosting provider policies; (c) address infringement, security risk, fraud, or user safety; or (d) protect NEET’s brand, reputation, or community standards. NEET’s decision is final. NEET will notify the Licensor where lawful and practicable.
12.8 Tagging & Metadata Obligations (AI/Automated Content). The Licensor shall use the tagging/metadata fields provided by NEET to identify AI/Automated Content accurately at upload and shall promptly update such tags/metadata (no later than five (5) days after discovery) if it later learns that any submitted IP was AI-generated or that prior tagging was inaccurate. The Licensor shall maintain reasonable records supporting its tagging and rights compliance.
12.9 NEET Labelling. NEET may display to end users that a product or asset includes AI/Automated Content and may rely in good faith on the Licensor’s tagging/metadata for such labelling.
12.10 Non-Compliance; Suspension. Failure to comply with Sections 3.5 or 12.8 is a material breach. Without limiting other remedies, NEET may suspend access, remove or withhold distribution, or require corrected tagging/metadata for affected IP, and will notify the Licensor where lawful and practicable.
12.11 Localisation & Editorial Control. To meet local legal, regulatory, cultural, and age-restriction requirements and to protect the NEET brand, NEET may localise products and promotional materials, including by obscuring, replacing, or modifying assets, applying content warnings or disclaimers, adjusting classifications/age ratings/tags, or making reasonable edits for compliance and safety. NEET will use reasonable efforts not to materially distort the creative intent of the IP. The Licensor will reasonably cooperate (including providing suitable alternative or edited assets for restricted territories). No separate brand-safety documentation is required for NEET to exercise these rights. NEET is not liable for lost revenue or opportunities arising from such moderation or localisation decisions, except to the extent caused by NEET’s wilful misconduct.
13. Language; Interpretation; Precedence
13.1 Controlling Language. This Agreement is drafted in English, which shall be the controlling language for all purposes.
13.2 Translations. Any translation is provided for convenience only. If there is any inconsistency or conflict, the English version prevails.
13.3 Communications. All notices and communications under this Agreement shall be in English.
13.4 Usage and Construction. “Including” and “includes” mean including without limitation. Headings and summaries are for convenience only and do not affect interpretation. References to “days” are to calendar days unless expressly stated otherwise. References to “writing” include email and notices delivered via the NEET portal.
13.5 Order of Precedence. If there is a conflict or inconsistency, the following order applies: (i) this Agreement; then (ii) any Royalty Schedule displayed in the NEET portal that expressly states it overrides this Agreement; then (iii) other portal terms, policies, or FAQs. The English version controls over any translation.
14. Limitation of Liability
14.1 Exclusion of Certain Damages. To the maximum extent permitted by law, neither Party will be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business interruption, whether based in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.
14.2 Liability Cap. Except for Excluded Claims, each Party’s aggregate liability arising out of or relating to this Agreement will not exceed the total royalties paid or payable by NEET to Licensor under this Agreement during the twelve (12) months immediately preceding the event giving rise to liability.
14.3 Excluded Claims. “Excluded Claims” are: (a) a Party’s fraud or fraudulent misrepresentation; (b) death or personal injury caused by a Party’s negligence; (c) liabilities that cannot be limited or excluded by law; (d) Licensor’s indemnity obligations under Section 3.3; (e) Licensor’s breach of Section 2 (Grant of Exclusive License) or Section 7 (Trademarks); **(f) Licensor’s breach of Sections 11 or 12 (including security incidents caused by Licensor’s acts or omissions); (g) amounts expressly owed (including royalties due); and (h) Licensor’s breach of Sections 3.5 or 12.8–12.10.
15. Survival
The following provisions survive termination or expiration of this Agreement: Sections 2.4–2.5, 3.3–3.7, 4 (with respect to accrued and continuing royalty obligations), 5.3, 6, 7, 8, 10, 11, 12.3–12.10, 12.11, 13, 14, 15, 16, 17, 18, 19, 20, and 21, together with any other terms which by their nature are intended to survive.
16. Severability; No Waiver; Notices
16.1 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force. The invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, reflecting the Parties’ original intent.
16.2 No Waiver. A failure or delay by either Party to enforce any provision will not constitute a waiver of future enforcement of that or any other provision. Any waiver must be in writing and signed by the waiving Party.
16.3 Notices. Formal notices must be in English and will be deemed given when (i) posted to the Licensor’s NEET account/portal notification centre, and/or (ii) sent by email to the email address associated with the Licensor’s account, or (iii) delivered to the addresses below. Either Party may update its notice details via the portal or by written notice.
To NEET: Email: [legal@neet.example]; Address: [NEET registered office address].
To Licensor: The email and postal address stored in the Licensor’s NEET account.
17. Force Majeure
Neither Party will be liable for any delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, epidemic/pandemic, war, terrorism, civil unrest, labour disputes, government action, power or Internet failures not caused by the affected Party, or failures of third-party hosting or platforms. The affected Party will use reasonable efforts to mitigate, provide notice without undue delay, and resume performance as soon as practicable.