Content Licensing Terms

Content Licensing Terms

These Content Licensing Terms forms the licence agreement between you and Videscape Limited and its affiliates ("we, "us", "our") and applies to your use of images and vectors ("Content") that you license from the ClickASnap online platform ("Platform"). You accept and agree to these Content Licensing Terms by downloading Content from the Platform. If you do not want to be bound by these Content Licensing Terms, do not proceed to download the Content.

Definitions and interpretation
1. In these Content Licensing Terms:
  
  Content Owner means the creator and/or owner of the original Content;
  
  Fees means the fees and other amounts payable for the licensing of the Content;
  
  Intellectual Property Rights means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights to use and protect the confidentiality of confidential information (including, but not limited to know-how and trade secrets), trade marks, geographical indications, service marks, trade names, design rights, rights in get-up and trade dress, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, all similar rights of whatever nature wherever in the world arising, in each case: (a) whether registered or not, (b) including any applications to protect or register such rights, (c) including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future, and (e) wherever existing;
  
  Personal Licence means the licence for the Content as described in clause 2.1.2;
  
  Royalty-Free Licence means the licence for the Content as described in clause 2.1.1;
  
  Use means download, copy, reproduce, modify, edit, display, publish or otherwise use the Content;
  
  VAT means United Kingdom value added tax, and any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.
Grant of licence
1. Subject to these Content Licensing Terms and in consideration of you paying the relevant Fees for the licence, we hereby grant to you the following dependent on the licence selected on the Platform:-
  
  Royalty-Free Licence
  1. a perpetual, non-exclusive, worldwide, unlimited, royalty free, non-transferable and non-sublicensable licence to Use the Content.
  Personal Licence
  1. a perpetual, non-exclusive, worldwide, limited, royalty free, non-transferable and non-sublicensable licence to Use the Content for non-commercial purposes.
2. In the event that we or the Content Owner requests the removal or amendment of any of the Content, you shall comply with such request as soon as possible but in any event within 48 hours of the request being made.
3. You shall not use the Content for any purpose other than as expressly permitted under the terms of these Content Licensing Terms unless authorised to do so in a separate licence agreement.
4. We and/or the Content Owner reserves the right to use and to license to others to Use the Content without notice or recourse to you.
Your Use of the Content

3.1 You shall:
1. ensure that all Content is clearly identified and accredited to the Content Owner by use of the following notice: '©[date] [insert Content Owner name] via ClickASnap provided by Videscape Limited';
2. ensure that the notice at clause 3.1.1 is displayed in relation to the Content in such manner so as ensure that there is no suggestion or possibility for confusion that we or the Content Owner is responsible for or controls your content;
3. ensure that any new content created, extracted or derived from the Content is of no less quality than the Content;
4. ensure that there is no suggestion or possibility for confusion between the source of the Content and any of your own content;
5. ensure that any advertising that appears against or in conjunction with the Content complies with all applicable law and regulations;
6. conduct all publicity and promotion of the Content professionally and responsibly and in a manner that is not detrimental to our or the Content Owner's interests.
7. You shall not:
  1. do or allow anything to be done which would or might prejudice our or the Content Owner's rights in or to the Content or which might suggest that you have any title or interest in the Content other than the licence granted under these Content Licensing Terms;
  2. permit or allow others to Use the Content in any way, save that you may translate and/or add sub-titles to video content in the agreed language, provided always that any translation and/or sub-titles shall be a true and accurate translation of the original Content;
  3. Use the Content in an obscene, offensive, harmful, discriminatory, defamatory or other unlawful manner which includes without limitation: to promote violence or hatred; in violation of any applicable regulations or industry codes; impersonate any person or entity; harm minors in any way; or used in a way considered to not be 'brand safe';
  4. forge headers or watermarks or otherwise manipulate identifiers in order to disguise or misrepresent the original of the Content;
  5. misrepresent yourself (or any third party that is not the Content Owner) as the original creator of the Content.
8. Unless you have entered into prior written agreement with us and paid the agreed additional licence fees, you shall not Use the Content for the following purposes:
  1. artificial intelligence ("AI") training: we do not make any representation or warranties that consent has been obtained for the Content to be used for any machine learning or AI purposes, including without limitation AI training;
  2. on-demand products: the Content may not be used for the customisation of bespoke or made-to-order products for any third party, including without limitation, mugs, clothing, calendars, posters, postcards, food, greeting cards. The Platform has an online shop facility for some Content to made available as on-demand product purchases, please contact [email protected] for more information;
  3. templates: the Content may not be used in templates (electronic or digital) for resale or distribution purposes, including without limitation, business card templates, website templates;
  4. protected marks: the Content may not be used as the distinctive feature in a logo, trademark, design mark or any other Intellectual Property Right. Furthermore, you shall not register, or attempt to register, any such mark containing the Content, without the prior written consent of us and/or the Content Owner.
Fees

3.1 Fees are calculated on a per image basis which we will be clearly displayed on the Platform.
1. The Fees and any other charges payable under these Content Licensing Terms are exclusive of VAT which shall be payable by you at the rate and in the manner prescribed by law.
2. We shall have the right to charge interest on overdue invoices at the rate of 4% per year above the base rate of the Bank of England, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.
Intellectual property rights
1. You acknowledge and agree that all Intellectual Property Rights in the Content shall vest in and shall be and remain the sole and exclusive property of us or the Content Owner and you shall not acquire any right, title or interest in or to the same.
2. To the extent that any Intellectual Property Rights arise through Use of the Content in accordance with the licence granted under these Content Licensing Terms, including in relation to the creation of any edits or extracts where expressly permitted by these Content Licensing Terms, such rights will belong to you, and by way of present and future assignment, are hereby assigned to you.
Warranties
1. Each of the parties warrants to the other that it has the right, power and authority to enter into these Content Licensing Terms.
2. We warrant that, to the best of our knowledge, your Use of the Content in accordance with these Content Licensing Terms does not infringe the Intellectual Property Rights of any third party and that we have permission to grant the rights and licences under these Content Licensing Terms.
3. We will endeavour to ensure that no Content on the Platform is Artificial Intelligence (AI) generated, however we offer no representations or warranties that the Content is free from AI input.
4. You represent and warrant that:
  1. Your Use of the Content will be in accordance with and will not violate any applicable law, regulation or code of practice and that You will maintain any permissions or certificates as required by us in respect of its use of the Content;
  2. You shall only Use the Content as permitted by and in accordance with these Content Licensing Terms;
  3. You shall not use the Content or make any statement or publish any content or material, including third party content, or do any act or otherwise conduct yourself, in such a manner as will or is reasonably likely to disparage or bring into disrepute us, our business and/or reputation.
5. Other than as set out in this clause, the Content is provided "as is" and "as available" and to the extent permitted by law without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
Audit

On reasonable notice, we may directly, or through an authorised third party, audit your records directly relating to these Content Licensing Terms and your Use of the Content. You shall, at your own cost, provide all reasonable assistance and cooperation to us in conducting any inspection or audit undertaken under this clause.
Liability and indemnity
1. Subject to clauses 8.2, 8.3 and 8.4, our total aggregate liability howsoever arising under or in connection with these Content Licensing Terms shall not exceed the Fees paid for the Content to which the claim relates.
2. In no event will we, our directors, managers, officers, agents, contractors, partners and employees, be liable to you or any third person for any special, direct, indirect, incidental, special, punitive, or consequential damages whatsoever, whether based on warranty, contract, tort (including without limitation negligence), or any other legal theory.
3. We assume no liability or responsibility for any of the following (whether direct or indirect): loss of revenue; loss of income; loss of profit; loss or corruption of data, software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); and/or harm to reputation or loss of goodwill.
4. Notwithstanding any other provision of these Content Licensing Terms, neither party's liability shall not be limited in any way in respect of the following: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other losses which cannot be excluded or limited by applicable law.
5. You shall indemnify us against all costs, claims, damages, losses and expenses arising as a result of any claim or action resulting from or in connection with (i) your Use of the Content outside the scope of these Content Licensing Terms; or (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any terms of these Content Licensing Terms.
Termination
1. These Content Licensing Terms shall commence on the date you click to accept these Content Licensing Terms and pay for the Content and shall continue in full force and effect unless terminated as set out in these Content Licensing Terms.
2. We may terminate these Content Licensing Terms at any time if you breach any of the terms of these Content Licensing Terms. Upon such termination you must immediately cease the Use of the Content, permanently delete or destroy any copies of the Content in your control or possession, and upon our request, confirm to us in writing that you have complied with this clause 9.2.
3. Termination or expiry of these Content Licensing Terms will not affect any accrued rights and liabilities of either party at any time up to the date of termination.
General
1. If any provision of these Content Licensing Terms is found to be unenforceable such provision will be severed from these Content Licensing Terms and not affect the validity and enforceability of any remaining provisions, which shall remain in full force and effect.
2. These Content Licensing Terms (including any and all guidelines, rules and policies incorporated by reference), make up the entire agreement between you and us and shall supersede any prior agreements.
3. Except as expressly provided in these Content Licensing Terms, a person who is not a party to these Content Licensing Terms may not enforce any term of these Content Licensing Terms under the Contracts (Rights of Third Parties) Act 1999.
4. If we do not enforce a provision in these Content Licensing Terms, it will not be considered a waiver of the provision or these Content Licensing Terms.
5. We reserve the right to assign or transfer our rights under these Content Licensing Terms and provide the Services using another entity bound by these Content Licensing Terms. You may not transfer any of your rights or obligations under these Content Licensing Terms without prior our written consent.
6. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Content Licensing Terms at any time. If we do this, we will post the changes on this page. If you do not agree to these or any future Content Licensing Terms, do not continue to download or Use the Content. It is your responsibility to regularly review these Content Licensing Terms.
7. The parties are independent and are not partners or principal and agent and these Content Licensing Terms does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party's behalf.
Governing law and jurisdiction
1. These Content Licensing Terms and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Content Licensing Terms, its subject matter or formation (including non-contractual disputes or claims).
Contact

Notices, comments or questions about these Content Licensing Terms can be sent by writing to: Videscape Limited, 83 High Street, Wimborne, Dorset, BH21 1HS or to [email protected]