3SIXO CONTENT AND IMAGE LICENCE AGREEMENT
The terms set out in this Agreement govern the terms between 3SIXO and the User in connection with the use of the Images. Except where the terms are varied with the consent of 3SIXO these terms shall constitute the entire agreement between 3SIXO and the User. These terms shall prevail over the User’s terms and conditions and when an Order is made by a User the Order shall constitute a legally binding agreement between the User and 3SIXO on the terms and conditions set out below.
1. DEFINITIONS
1.1 The following definitions shall have the following meanings;
1.2 Any terms set out on the Website including without limitation, the Subscription Registration shall form part of this Agreement.
1.3 References to the singular include the plural and vice versa, references to the male gender shall include the female and neuter genders and references to a person shall include a reference to an individual, firm, company, corporation or other corporate body, state, agency, association, council or employee.
1.4 Clause headings used in this Agreement are for convenience only and shall not affect the construction of such clauses.
2. GRANT OF LICENCE
2.1 3SIXO hereby grants to the User a non-exclusive royalty free restricted licence to use the Licensed Material in accordance with the terms and conditions set out in this Agreement.
2.2 The licence set out in clause 2.1 above is subject to the following conditions:-
2.2.1 the content of the Licensed Material set out on any Order is strictly restricted to 500,000 number of reproductions of the Licensed Material whether individually or in combination with others for each User save for a User possessing an Royalty Licence; in which event the owner of the Royalty Licence shall be required to pay an additional royalty fee equal to GBP £0.05 for each reproduction which is in excess of 500,000 reproductions.
2.2.2 only the User is permitted to use the Licensed Material although the User may transfer files containing the Licensed Material to its clients, printers, or ISP for the purpose of reproduction for the Permitted Uses, provided that such parties shall have no further or additional rights to use the Licensed Material and cannot access or extract it from any file provided to them.
2.2.3 the Licensed Material may only be used in one location at a time save as to the exception in clauses 2.2.2. The User may physically transfer the Licensed Material and its archives from one location to another, in which case the Licensed Material may be used at the new location instead. If the Licensed Material is required to be in more than one location or accessible by more than one person, it must be downloaded or purchased from the 3SIXO for each such use or the User must obtain a Royalty License for the Licensed Material.
2.2.4 the User may make a maximum of one (1) copy of the Licensed Material solely for back-up purposes, and the User must reproduce all proprietary notices on this single back-up copy.
2.2.5 the User uses the Licensed Material strictly in accordance with the terms of this Agreement.
2.3 In the event that the User contravenes subclause 2.2.1 above by reproducing the Licensed Material in excess of 500,000 times and the User is not a Royalty Licence holder, then the User must make a disclosure notice. Such a disclosure notice must be sent to 3SIXO each and every month after which the Licensed Material, has been reproduced in aggregate over the term of this Agreement in excess of 500,000 times. Each such notice must contain the number of reproductions made in any particular month, provided however the first such notice will only be require disclosure of those reproductions which are in excess of 500,000. 3SIXO shall invoice the User for the fees associated with such excess use and the User agrees to pay such invoice within 30 days of receipt.
3. RESTRICTIONS
3.1 The User shall not:-
3.1.1 sub-licence, sell, assign or transfer (save as to the Permitted Use under sub clause 2.2.1) this Licence nor any of the Licensed Material;
3.1.2 allow any reproduction of the Licensed Material save as authorised as a permitted under clause 4 of this Agreement;
3.1.3 display or use any of the Licensed Material on or within any products for onward sale, licence or profit making or commercial purpose unless the User has identified such use or potential use on the Order and 3SIXO has granted the User a Royalty Licence for such purpose;
3.1.4 represent itself as being the original creator, owner or exclusive licensee of the Licensed Material;
3.1.5 incorporate any of the Licensed Material in any logo, trade mark, service mark, device or design;
3.1.6 modify, reverse engineer, reconfigure, decompile or disassemble any part of the Licensed Material.
3.1.7 use any part of the Licensed Material in any way which could reasonably bring 3SIXO into disrepute.
3.1.8 integrate any part of the Licensed Material to create content or images which could at the complete discretion of 3SIXO be deemed to be;
i) harmful to others
ii) unflattering
iii) pornographic
iv) defamatory
v) offensive
vi) or otherwise unlawful
3.1.9 save where the User as been granted a Royalty License use or allow or omit to prevent any of the Licensed Material to be used otherwise than in accordance with the Permitted Uses;
3.1.10 save as to clause 2.2.2 allow any person to use the Licensed Material;
3.1.11 use the Licensed Material in a way which would or could breach the rights of any third party;
3.1.12 post a copy of the Licensed Material on a network server or web server for use by other users;
3.1.13 use or display the Licensed Material in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
3.1.14 use the Licensed Material without including adjacent to the Licensed Material the credits specified in clause 4.4; or
3.1.15 save where the User has been granted a Royalty Licence use the Licensed Material in breach of clause 2.
4. PERMITTED USE
4.1 The User may use the Licensed Material for the following purposes:-
4.1.1 advertising, promotional and marketing;
4.1.2 education (non-profit making);
4.1.3 non-commercial publications;
4.1.4 non-commercial illustration;
4.1.5 personal (non-profit making) entertainment.
4.2 The Licensed Material shall not be used otherwise than in accordance with the terms of this Agreement.
4.4 The User shall endorse all material which incorporates the Licensed Material with the following credit; “this image has been reproduced under license supplied by 3SIXO at www.3SIXO.net” and “©3six0.net”
5. PAYMENT
5.1 Payment must be made in full by credit/debit card in accordance with the payment terms set out in Website and the Subscription Registration. All such payments shall exclude VAT.
5.1 All Subscriptions shall renew automatically at the end of the minimum term specified in the Subscription Registration unless 3SIXO receives from the User a written cancellation notice at 3SIXO’s current email address or postal address as specified on the Website from time to time at least one (1) month prior to the end of the relevant Subscription term (“Cancellation Notice”).
5.2 In the event that the User fails to provide a Cancellation Notice 3SIXO shall debit the Subscription fee from the credit/debit card used to purchase the initial Subscription.
6. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in and connection with the Licensed Material (including without limitation 3SXIO trademark and trade name) shall belong to 3SIXO absolutely and save as set out under the terms of the licence granted under this Agreement no copyright or other intellectual property rights shall vest with the User.
7. EXCESS USAGE
7.1 If the User is in breach of sub clauses 2.2.1 and 2.2.3 3SIXO reserve the right to terminate this Agreement and invoice the User with the appropriate fee which represents the royalty fee that 3SIXO would have been entitled to receive from the User had the User requested and 3SIXO granted a Royalty Licence in respect of such excess usage.
7.2 If the User uses the Licensed Material for any commercial and/or profit making purpose without obtaining a Royalty Licence prior to such use from 3SIXO the User shall be liable to account to 3SIXO for the royalties it would have received had 3SIXO granted a Royalty Licence to the User.
7.3 At all times throughout the term of this Agreement 3SIXO reserves the right to make enquiries of the use of the Licensed Material by the User and the User hereby agrees to fully co-operate with 3SIXO in any investigation and the User shall promptly provide full details of any financial and other relevant information requested by 3SIXO for this purpose.
8. LIMITATION OF LIABILITY
8.1 3SIXO hereby warrants that it has made every effort to ensure that the Images are freely available for use by the User and free from any third party claims or restrictions however it does not warrant that the Licensed Material is free from any such third party claims and restrictions.
8.2 The User hereby acknowledges that by downloading any Image from the Website it accepts that claims or restrictions may be made or imposed on the User by any third party who has any proprietary right in any Image or the Licensed Material and that any Permitted Use of such material is subject to any third party proprietary rights.
8.3 3SIXO shall not be liable to the User for any direct or indirect consequential losses (which shall include without limitation direct and indirect costs and expenses incurred as a consequence of using the Licensed Material and loss of time) which the User may suffer or incur as a result of any claims, requests or restrictions (including without limitation any request to cease using any Image or the Licensed Material by 3SIXO or any third party) imposed in connection with the use of the Licensed Material.
8.4 In the event of any dispute by any third party regarding the use of the Licensed Material 3SIXO shall be entitled to divulge the identity of the User to any third party who obtains a court order or other such direction for the release of such information by 3SIXO.
8.5 3SIXO may in its absolute discretion offer any similar alternative Licensed Material free of charge to the User in the event that the original Image or Licensed Material downloaded from the Website is withdrawn by 3SIXO or any third party.
8.6 3SIXO’s entire liability under this Agreement shall be limited to the price paid for the Licensed Material.
9. TERMINATION
9.1 This Agreement is effective until it is terminated. The User can terminate this Agreement by destroying the Licensed Material, along with any copies or archives of it and ceasing to use the Licensed Material for any purpose.
9.2 The Agreement also terminates without notice from 3SIXO if at any time the User fails to comply with any of its terms. Upon termination, the User must immediately:
9.2.1 cease using the Licensed Material for any purpose;
9.2.2 destroy or delete all copies and archives of the Licensed Material; and
9.2.3 if requested, confirm to 3SIXO in writing that it has complied with these requirements.
9.3 3SIXO reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Licensed Material with an alternative for any reason. Upon notice, sent to the address or contact information provided by the User on the Subscription Registration or such other address as the User may advise 3SIXO in writing to use, from time to time, of such replacement, the license for the replaced Licensed Material immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Licensed Material. The User agrees not to use the replaced Licensed Material, and to take all reasonable steps to discontinue use of the replaced Licensed Material, which already exists.
10. USER’S INDEMNITY
10.1 The User hereby agrees that it will fully comply with any requests or restrictions made or imposed by any third party in connection with the use of any Image or the Licensed Material and the User shall indemnify, keep indemnified and hold harmless 3SIXO against any and all claims, damages, costs, expenses, penalties and fines that 3SIXO may suffer or incur as a consequence of the User’s failure to fully comply with any requests, demands or restrictions made or imposed by any third party in connection with the use of any such Image or Licensed Material.
10.2 The User agrees to indemnify, defend and hold 3SIXO, its affiliates, its content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “3SIXO Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any 3SIXO Party as a result of or in connection with any breach by the User or anyone acting on the User’s behalf of any of the terms of this Agreement.
11. LAW
This Agreement shall be governed by the laws of England and Wales and any dispute in connection with this Agreement shall be submitted to the exclusive jurisdiction of the English courts.
12. SEVERABILITY
If any one or more of these provisions contained in this Agreement are found to be unenforceable in any respect the validity of the remaining terms shall remain in full force and effect.
13. ENTIRE AGREEMENT
The contents of this Agreement constitute the entire agreement between the parties hereto.
14. CONTACT
If the User has any concerns relating to this Agreement contact 3six0 at 3six0.net.
The terms set out in this Agreement govern the terms between 3SIXO and the User in connection with the use of the Images. Except where the terms are varied with the consent of 3SIXO these terms shall constitute the entire agreement between 3SIXO and the User. These terms shall prevail over the User’s terms and conditions and when an Order is made by a User the Order shall constitute a legally binding agreement between the User and 3SIXO on the terms and conditions set out below.
1. DEFINITIONS
1.1 The following definitions shall have the following meanings;
| "Agreement" "Image" |
means this content and image licence agreement means each individual image, film, video, footage, visual representation or file downloaded from the Website by the User which comprises all or any part of the Licensed Material |
| "Licensed Material" "Order" |
means any (and all) and any element of images, HDri images, 3d models films, video footage, visual representations whether generated optically, electronically, digitally or otherwise including without limitation negatives, transparencies, film imprints, prints original digital files, or in any media or other material that the User downloaded or purchased from the Website together with any accompanying material and licensed to the User by 3SIXO under the terms of this Agreement. means the image order form, identified as such on the Website, used by the User to place an order for Licensed Material. |
| "Permitted Use" "Royalty License" "Subscription Registration" "Subscription" |
means the permitted use of the Licensed Material set out in clause 4 means a collateral royalty licence granted by 3SIXO to a User permitting the User to use the Licensed Material for commercial or profit making purposes and/or to permit a User to exceed the agreed number of use applications or number of locations in which the Licensed Material can be used. means the subscription registration form, identified as such on the Website, used by the User to place an order for a 3SIXO subscription. means the subscriptions to 3SIXO and identified as subscriptions on the Website. |
| "User" | means any person who downloads the Licensed Material from the Website |
| "Website" | means www.3SIXO.net |
1.2 Any terms set out on the Website including without limitation, the Subscription Registration shall form part of this Agreement.
1.3 References to the singular include the plural and vice versa, references to the male gender shall include the female and neuter genders and references to a person shall include a reference to an individual, firm, company, corporation or other corporate body, state, agency, association, council or employee.
1.4 Clause headings used in this Agreement are for convenience only and shall not affect the construction of such clauses.
2. GRANT OF LICENCE
2.1 3SIXO hereby grants to the User a non-exclusive royalty free restricted licence to use the Licensed Material in accordance with the terms and conditions set out in this Agreement.
2.2 The licence set out in clause 2.1 above is subject to the following conditions:-
2.2.1 the content of the Licensed Material set out on any Order is strictly restricted to 500,000 number of reproductions of the Licensed Material whether individually or in combination with others for each User save for a User possessing an Royalty Licence; in which event the owner of the Royalty Licence shall be required to pay an additional royalty fee equal to GBP £0.05 for each reproduction which is in excess of 500,000 reproductions.
2.2.2 only the User is permitted to use the Licensed Material although the User may transfer files containing the Licensed Material to its clients, printers, or ISP for the purpose of reproduction for the Permitted Uses, provided that such parties shall have no further or additional rights to use the Licensed Material and cannot access or extract it from any file provided to them.
2.2.3 the Licensed Material may only be used in one location at a time save as to the exception in clauses 2.2.2. The User may physically transfer the Licensed Material and its archives from one location to another, in which case the Licensed Material may be used at the new location instead. If the Licensed Material is required to be in more than one location or accessible by more than one person, it must be downloaded or purchased from the 3SIXO for each such use or the User must obtain a Royalty License for the Licensed Material.
2.2.4 the User may make a maximum of one (1) copy of the Licensed Material solely for back-up purposes, and the User must reproduce all proprietary notices on this single back-up copy.
2.2.5 the User uses the Licensed Material strictly in accordance with the terms of this Agreement.
2.3 In the event that the User contravenes subclause 2.2.1 above by reproducing the Licensed Material in excess of 500,000 times and the User is not a Royalty Licence holder, then the User must make a disclosure notice. Such a disclosure notice must be sent to 3SIXO each and every month after which the Licensed Material, has been reproduced in aggregate over the term of this Agreement in excess of 500,000 times. Each such notice must contain the number of reproductions made in any particular month, provided however the first such notice will only be require disclosure of those reproductions which are in excess of 500,000. 3SIXO shall invoice the User for the fees associated with such excess use and the User agrees to pay such invoice within 30 days of receipt.
3. RESTRICTIONS
3.1 The User shall not:-
3.1.1 sub-licence, sell, assign or transfer (save as to the Permitted Use under sub clause 2.2.1) this Licence nor any of the Licensed Material;
3.1.2 allow any reproduction of the Licensed Material save as authorised as a permitted under clause 4 of this Agreement;
3.1.3 display or use any of the Licensed Material on or within any products for onward sale, licence or profit making or commercial purpose unless the User has identified such use or potential use on the Order and 3SIXO has granted the User a Royalty Licence for such purpose;
3.1.4 represent itself as being the original creator, owner or exclusive licensee of the Licensed Material;
3.1.5 incorporate any of the Licensed Material in any logo, trade mark, service mark, device or design;
3.1.6 modify, reverse engineer, reconfigure, decompile or disassemble any part of the Licensed Material.
3.1.7 use any part of the Licensed Material in any way which could reasonably bring 3SIXO into disrepute.
3.1.8 integrate any part of the Licensed Material to create content or images which could at the complete discretion of 3SIXO be deemed to be;
i) harmful to others
ii) unflattering
iii) pornographic
iv) defamatory
v) offensive
vi) or otherwise unlawful
3.1.9 save where the User as been granted a Royalty License use or allow or omit to prevent any of the Licensed Material to be used otherwise than in accordance with the Permitted Uses;
3.1.10 save as to clause 2.2.2 allow any person to use the Licensed Material;
3.1.11 use the Licensed Material in a way which would or could breach the rights of any third party;
3.1.12 post a copy of the Licensed Material on a network server or web server for use by other users;
3.1.13 use or display the Licensed Material in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
3.1.14 use the Licensed Material without including adjacent to the Licensed Material the credits specified in clause 4.4; or
3.1.15 save where the User has been granted a Royalty Licence use the Licensed Material in breach of clause 2.
4. PERMITTED USE
4.1 The User may use the Licensed Material for the following purposes:-
4.1.1 advertising, promotional and marketing;
4.1.2 education (non-profit making);
4.1.3 non-commercial publications;
4.1.4 non-commercial illustration;
4.1.5 personal (non-profit making) entertainment.
4.2 The Licensed Material shall not be used otherwise than in accordance with the terms of this Agreement.
4.4 The User shall endorse all material which incorporates the Licensed Material with the following credit; “this image has been reproduced under license supplied by 3SIXO at www.3SIXO.net” and “©3six0.net”
5. PAYMENT
5.1 Payment must be made in full by credit/debit card in accordance with the payment terms set out in Website and the Subscription Registration. All such payments shall exclude VAT.
5.1 All Subscriptions shall renew automatically at the end of the minimum term specified in the Subscription Registration unless 3SIXO receives from the User a written cancellation notice at 3SIXO’s current email address or postal address as specified on the Website from time to time at least one (1) month prior to the end of the relevant Subscription term (“Cancellation Notice”).
5.2 In the event that the User fails to provide a Cancellation Notice 3SIXO shall debit the Subscription fee from the credit/debit card used to purchase the initial Subscription.
6. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in and connection with the Licensed Material (including without limitation 3SXIO trademark and trade name) shall belong to 3SIXO absolutely and save as set out under the terms of the licence granted under this Agreement no copyright or other intellectual property rights shall vest with the User.
7. EXCESS USAGE
7.1 If the User is in breach of sub clauses 2.2.1 and 2.2.3 3SIXO reserve the right to terminate this Agreement and invoice the User with the appropriate fee which represents the royalty fee that 3SIXO would have been entitled to receive from the User had the User requested and 3SIXO granted a Royalty Licence in respect of such excess usage.
7.2 If the User uses the Licensed Material for any commercial and/or profit making purpose without obtaining a Royalty Licence prior to such use from 3SIXO the User shall be liable to account to 3SIXO for the royalties it would have received had 3SIXO granted a Royalty Licence to the User.
7.3 At all times throughout the term of this Agreement 3SIXO reserves the right to make enquiries of the use of the Licensed Material by the User and the User hereby agrees to fully co-operate with 3SIXO in any investigation and the User shall promptly provide full details of any financial and other relevant information requested by 3SIXO for this purpose.
8. LIMITATION OF LIABILITY
8.1 3SIXO hereby warrants that it has made every effort to ensure that the Images are freely available for use by the User and free from any third party claims or restrictions however it does not warrant that the Licensed Material is free from any such third party claims and restrictions.
8.2 The User hereby acknowledges that by downloading any Image from the Website it accepts that claims or restrictions may be made or imposed on the User by any third party who has any proprietary right in any Image or the Licensed Material and that any Permitted Use of such material is subject to any third party proprietary rights.
8.3 3SIXO shall not be liable to the User for any direct or indirect consequential losses (which shall include without limitation direct and indirect costs and expenses incurred as a consequence of using the Licensed Material and loss of time) which the User may suffer or incur as a result of any claims, requests or restrictions (including without limitation any request to cease using any Image or the Licensed Material by 3SIXO or any third party) imposed in connection with the use of the Licensed Material.
8.4 In the event of any dispute by any third party regarding the use of the Licensed Material 3SIXO shall be entitled to divulge the identity of the User to any third party who obtains a court order or other such direction for the release of such information by 3SIXO.
8.5 3SIXO may in its absolute discretion offer any similar alternative Licensed Material free of charge to the User in the event that the original Image or Licensed Material downloaded from the Website is withdrawn by 3SIXO or any third party.
8.6 3SIXO’s entire liability under this Agreement shall be limited to the price paid for the Licensed Material.
9. TERMINATION
9.1 This Agreement is effective until it is terminated. The User can terminate this Agreement by destroying the Licensed Material, along with any copies or archives of it and ceasing to use the Licensed Material for any purpose.
9.2 The Agreement also terminates without notice from 3SIXO if at any time the User fails to comply with any of its terms. Upon termination, the User must immediately:
9.2.1 cease using the Licensed Material for any purpose;
9.2.2 destroy or delete all copies and archives of the Licensed Material; and
9.2.3 if requested, confirm to 3SIXO in writing that it has complied with these requirements.
9.3 3SIXO reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Licensed Material with an alternative for any reason. Upon notice, sent to the address or contact information provided by the User on the Subscription Registration or such other address as the User may advise 3SIXO in writing to use, from time to time, of such replacement, the license for the replaced Licensed Material immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Licensed Material. The User agrees not to use the replaced Licensed Material, and to take all reasonable steps to discontinue use of the replaced Licensed Material, which already exists.
10. USER’S INDEMNITY
10.1 The User hereby agrees that it will fully comply with any requests or restrictions made or imposed by any third party in connection with the use of any Image or the Licensed Material and the User shall indemnify, keep indemnified and hold harmless 3SIXO against any and all claims, damages, costs, expenses, penalties and fines that 3SIXO may suffer or incur as a consequence of the User’s failure to fully comply with any requests, demands or restrictions made or imposed by any third party in connection with the use of any such Image or Licensed Material.
10.2 The User agrees to indemnify, defend and hold 3SIXO, its affiliates, its content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “3SIXO Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any 3SIXO Party as a result of or in connection with any breach by the User or anyone acting on the User’s behalf of any of the terms of this Agreement.
11. LAW
This Agreement shall be governed by the laws of England and Wales and any dispute in connection with this Agreement shall be submitted to the exclusive jurisdiction of the English courts.
12. SEVERABILITY
If any one or more of these provisions contained in this Agreement are found to be unenforceable in any respect the validity of the remaining terms shall remain in full force and effect.
13. ENTIRE AGREEMENT
The contents of this Agreement constitute the entire agreement between the parties hereto.
14. CONTACT
If the User has any concerns relating to this Agreement contact 3six0 at 3six0.net.