CFU IP Terms of Business

1. Definitions 

“Annual Contributors” refers to organisations that make annual financial contributions to support the development and maintenance of the Company’s Intellectual Property and receive access to Content through specified Distribution Platforms;

“Company” refers to Creating Future Us, the not-for-profit arm of Paradigm Change Capital Partners LLP, including its successors, assignees, and authorised representatives.

“Content” refers to all reports, databases, analyses, research findings, data compilations, and related materials produced by the Company, whether made available through the Company’s website, cloud platforms, or any other means of distribution;

“Distribution Platforms” refers to any and all platforms through which the Company’s Content is made available, including but not limited to: (a) The Company’s website; (b) Cloud storage and sharing platforms; (c) File transfer systems; (d) Any other digital or physical means of distribution;

“Free Downloads” refers to Content made available without charge through the Company’s website;

“Intellectual Property” means any and all intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, including, without limitation: (i) all copyright and related rights, including but not limited to copyright in software, diagrams, reports, databases, and preparatory design materials; (ii) database rights and rights in data compilations; (iii) confidential information, trade secrets, and know-how, including all methodologies, processes, techniques, ideas, concepts, models, and methods; (iv) inventions, patents, patent applications, and patent rights, including any reissues, continuations, or extensions thereof; (v) trade marks, service marks, trade names, brand names, and other source identifiers, whether registered or unregistered, and all associated goodwill; (vi) design rights and industrial design rights; (vii) domain names, website content, and associated digital rights; (viii) proprietary rights in software, algorithms, computer programmes, source code, and object code; (ix) research methods, analytical frameworks, formulae, processes, and techniques; (x) graphics, logos, visual elements, charts, diagrams, videos, audiovisual content, recordings, webinars, presentations, and all manner of visual and audiovisual representations; (xi) mathematical and statistical models, including all associated methodologies and implementations; (xii) research findings, conclusions, analyses, and forecasts; (xiii) evaluation methodologies, scoring systems, frameworks, and classification systems; (xiv) templates, forms, training materials, documentation, presentations, slideshows, white papers, and technical documentation; (xv) custom tools, applications, APIs, technical interfaces, user interfaces, and experience designs; (xvi) business methods, processes, and strategic frameworks; (xvii) any modifications, enhancements, improvements, updates, derivative works, or adaptations of the foregoing;

“Licensed Materials” refers to Content provided under paid licence agreements;

“Proprietary Content” refers to Content that the Company maintains as restricted and confidential, available only to Annual Contributors and other authorised Users through specified Distribution Platforms. For clarity, Content shall be deemed Proprietary unless explicitly designated as Public by the Company;

“Public Content” refers to Content that the Company has deliberately made available to the general public through its website without access restrictions;

“Users” refers to any person, entity, or organisation that accesses, uses, reviews, downloads, or otherwise interacts with the Company’s Intellectual Property in any form, including but not limited to: (a) Annual Contributors; (b) Paying licensees; (c) Website visitors; (d) Clients and customers; (e) Third-party contractors and consultants; (f) Employees and internal staff; (g) Any other parties granted access to the Company’s Intellectual Property through any means.

2. Ownership of Intellectual Property

2.1. All Intellectual Property, including without limitation any and all rights, title, and interest in and to such Intellectual Property, created, developed, or produced by the Company shall remain the exclusive property of the Company in perpetuity, regardless of the Distribution Platform through which it is made available;

2.2. The provision of Content, whether through paid licence, Annual Contribution, or Free Downloads, and whether provided via website, cloud platform, or any other Distribution Platform, shall not constitute a transfer of ownership or intellectual property rights, and no such transfer shall be deemed to have occurred unless expressly stated in a separate written agreement signed by authorised representatives of the Company;

2.3. All data compilations and databases are protected by database rights and copyright, with all rights reserved by the Company, and any unauthorised use, extraction, or re-utilisation of such data is strictly prohibited, regardless of the method or platform of access.

3. Licence and Usage Rights

3.1. Annual Contributors (a) Organisations making annual financial contributions to the Company shall receive a non-exclusive, non-transferable licence to: (i) Access and use specified Intellectual Property for internal business purposes; (ii) Share such Intellectual Property within their organisation subject to these Terms; (b) Such licence rights shall be contingent upon: (i) Payment of the annual contribution; (ii) Compliance with these Terms; (iii) Maintenance of confidentiality requirements; (c) These licence rights are distinct from and independent of any other arrangements or understandings between the parties.

3.2. Licensed Materials (a) The Company grants licensees a non-exclusive, non-transferable, revocable licence to use Licensed Materials solely as specified in their individual licence agreements; (b) Usage rights shall be valid only for the duration specified in the licence agreement; (c) Licensees shall not sub-licence, assign, transfer, or redistribute Licensed Materials without the express written consent of the Company.

3.3. Free Downloads (a) The Company grants users a limited, non-exclusive, non-transferable, revocable right to access and use Free Downloads for personal or internal business reference; (b) Such right may be revoked at any time at the Company’s sole discretion, with or without cause; (c) Users shall maintain all copyright notices, attributions, and proprietary markings.

3.4. Prohibited Activities Users shall not, and shall not permit or assist any third party to: (a) Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Company’s Content; (b) Create derivative works based on the Company’s Content; (c) Aggregate, systematically download, or create databases from the Company’s Content; (d) Share access credentials or enable unauthorised access to Content; (e) Record, capture, download, or reproduce any video or audiovisual content without express written permission; (f) Use Content for commercial purposes without prior express written permission from the Company; (g) Remove, modify, or obscure any copyright notices, watermarks, or other proprietary rights notices; (h) Share, describe, summarise, or disclose any Proprietary Content to non-authorised users; (i) Create or share summaries, excerpts, or derivatives of Proprietary Content that could substitute for paid access; (j) Aggregate or compile information from Proprietary Content in a way that could circumvent access requirements.

4. Access and Authentication

4.1. Distribution Platform Access (a) The Company may provide access to Content through various Distribution Platforms including but not limited to: (i) Password-protected website sections; (ii) Cloud storage platforms; (iii) Streaming platforms for video content; (iv) File sharing systems; (b) Protection of Proprietary Content: (i) Certain Content is deliberately maintained as Proprietary Content; (ii) Such designation constitutes a clear indication that the Content is confidential and intended only for authorised users; (iii) The existence of Proprietary Content does not grant any right to share or disclose that Content’s existence or contents to non-authorised users.

4.2. Authentication Requirements (a) Users shall: (i) Maintain the security and confidentiality of their access credentials; (ii) Not share or transfer access credentials to any other person or entity; (iii) Notify the Company immediately of any unauthorised use or security breach; (iv) Use only their assigned access methods and Distribution Platforms.

5. Protection Measures

5.1. The Company implements and maintains the right to various protection measures including but not limited to: (a) Digital access controls and authentication systems; (b) Download tracking and monitoring mechanisms; (c) Digital watermarking and fingerprinting technologies; (d) User registration and verification protocols; (e) IP address monitoring and access restrictions; (f) Stream protection and anti-recording measures for video content; (g) Cloud platform security controls.

5.2. Users hereby agree not to: (a) Circumvent, disable, or otherwise interfere with any protection measures; (b) Share or transfer access credentials; (c) Attempt to overcome download limitations or restrictions; (d) Use automated systems, scripts, or bots to access or download Content; (e) Attempt to bypass streaming restrictions or recording preventions.

6. Data Usage and Citations

6.1. Users shall:
(a) Properly cite and attribute the Company when referencing Content;
(b) Maintain all copyright notices and proprietary markings;
(c) Not present Company Content as their own work;
(d) When referencing, citing, or discussing Company Content:
(i) Only reference, cite, quote, or discuss Public Content in external communications;
(ii) Not reveal, disclose, or reproduce any Proprietary Content;
(iii) Direct interested parties to the Company’s public website;
(iv) Obtain explicit written permission from the Company before making any reference to Proprietary Content;
(e) Ensure that any citations or references do not diminish the value of the Company’s Proprietary Content.

7. Revocation of Rights

7.1. The Company reserves the right, in its sole discretion, to: (a) Withdraw any Content from any Distribution Platform at any time; (b) Revoke access to Licensed Materials upon breach of licence terms; (c) Modify the terms of access to any Content upon reasonable notice; (d) Terminate free or paid access rights at its discretion; (e) Suspend or terminate Annual Contributor access rights for non-payment or breach of these Terms; (f) Take immediate action, including termination of access rights and legal proceedings, for any breach involving Proprietary Content.

7.2. Upon revocation, users shall: (a) Immediately cease and desist all use of the affected Content; (b) Permanently delete or destroy all copies in their possession or control; (c) Provide written certification of compliance within five (5) business days if requested; (d) Return or destroy any related confidential information; (e) Remove any downloaded or cached copies from all devices and platforms.

8. Enforcement

8.1. The Company reserves all rights to enforce its Intellectual Property rights through: (a) Monitoring usage patterns and investigating suspected violations; (b) Suspending or terminating access rights; (c) Seeking injunctive relief and monetary damages; (d) Pursuing legal action for unauthorised use or distribution; (e) Taking technical measures to prevent unauthorised access or use; (f) Any other remedies available under law or equity; (g) Seeking enhanced damages for breaches involving Proprietary Content, recognizing the additional commercial harm caused by such breaches.

8.2. The Company may, in its sole discretion: (a) Monitor and track all access to and usage of Content; (b) Investigate any suspected or alleged breach of these Terms; (c) Take any action it deems necessary to protect its Intellectual Property rights; (d) Cooperate with law enforcement authorities in relation to suspected unlawful activities; (e) Pursue all available legal remedies for breaches of these Terms.

9. Indemnification

9.1. Users hereby agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and representatives against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable solicitors’ fees) arising from: (a) Violation of these Terms; (b) Unauthorised use or distribution of Content; (c) Breach of licence agreements; (d) Infringement of the Company’s Intellectual Property rights; (e) Misuse of any Distribution Platform or access credentials; (f) Any disclosure or misuse of Proprietary Content that diminishes its commercial value or circumvents access requirements.

9.2. The indemnification obligations shall include: (a) All costs of investigation and defence; (b) Any amounts awarded by a court or agreed in settlement; (c) All associated legal and professional fees; (d) Any costs incurred in enforcing this indemnification provision; (e) Any other losses or damages incurred by the Company as a result of the breach.

10. Term and Termination

10.1. These Terms shall remain in full force and effect for the duration of any use of the Company’s Content;

10.2. The Company reserves the right to modify these Terms at any time in its sole discretion, with such changes becoming effective immediately upon posting to the website or notification through any Distribution Platform;

10.3. Upon termination of these Terms for any reason: (a) All rights and licences granted hereunder shall immediately terminate; (b) Users shall cease all use of Content; (c) Users shall delete or destroy all copies of Content in their possession; (d) Users shall certify compliance with these requirements if requested by the Company;

10.4. The provisions of these Terms relating to: (a) Ownership of Intellectual Property; (b) Confidentiality; (c) Indemnification; (d) Liability; (e) And any other provisions which by their nature should survive; shall survive any termination or expiration of these Terms.

11. Governing Law and Jurisdiction

11.1. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales;

11.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation;

11.3. Nothing in these Terms shall limit the right of the Company to take proceedings against any User in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction;

11.4. Users hereby consent to the jurisdiction of the courts of England and Wales and waive any objections as to venue or forum non conveniens.

12. Third Party Rights

12.1. Unless expressly stated otherwise, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms;

12.2. The rights of the parties to rescind or vary these Terms are not subject to the consent of any other person;

12.3. Notwithstanding clause 12.1, the Company’s officers, employees, and agents may enforce any term of these Terms subject to and in accordance with clause 12.1;

12.4. No term of these Terms shall be enforceable by any person who is not a party to these Terms, save as expressly provided in this clause 12.

13. Entire Agreement

13.1. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter;

13.2. Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms;

13.3. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation;

13.4. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms;

13.5. No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. Severability

14.1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable;

14.2. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted;

14.3. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms;

14.4. If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15. Force Majeure

15.1. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control;

15.2. In such circumstances:
(a) The affected party shall be entitled to a reasonable extension of the time for performing such obligations;
(b) The affected party shall notify the other party as soon as reasonably practicable of the force majeure event;
(c) The affected party shall take all reasonable steps to mitigate the effects of the force majeure event;
(d) If the period of delay or non-performance continues for more than three (3) months, either party may terminate these Terms by giving not less than thirty (30) days’ written notice to the other party;

15.3. Force majeure events shall include but not be limited to:
(a) Acts of God, flood, drought, earthquake or other natural disaster;
(b) Epidemic or pandemic;
(c) Terrorist attack, civil war, civil commotion or riots;
(d) Nuclear, chemical or biological contamination;
(e) Sonic boom;
(f) Any law or any action taken by a government or public authority;
(g) Collapse of buildings, fire, explosion or accident;
(h) Any labour or trade dispute, strikes, industrial action or lockouts;
(i) Non-performance by suppliers or subcontractors;
(j) Interruption or failure of utility service.