digital content licensing agreement

Read these terms and conditions carefully before using or purchasing any of the digital content from the VISUALAB Media store. By using or purchasing the digital content from VISUALAB Media, you agree to be bound by the terms and conditions of this Agreement. If you do not accept the terms and conditions in this Agreement, do not use or purchase the digital content from the VISUALAB Media store.  

This license (the 'Agreement') is between VISUALAB Media and the purchaser, in consideration of the Seller providing the Digital Content to the Buyer and the Buyer paying the Seller the Purchase Price, and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties agree as follows:

1.     The Seller owns and is providing to the Buyer the digital content, videos or digital contents described below. The Digital Content is the thereby property of the Seller and is copyrighted by law.

2.     The Digital Content shall not be copied, sold or used in any way except as provided for in this Agreement.

3.     The Seller reserves the right to use the digital content on the Seller’s website and for the Seller’s own marketing or advertising purposes.

4.     The Seller will provide the digital content to the Buyer following their purchase. The Buyer shall only use the Digital content for its intended purpose, as digital signage content.

5.     The Buyer may share the digital content to its social media platforms so long as the Digital content is unaltered and includes a direct link to the Seller’s website or credit to the Seller.

6.     The Buyer shall not resell, sub-licence or redistribute the digital content except as provided for in this Agreement.

7.     The Buyer shall not use the digital content in a commercial manner to earn money, for marketing or advertising purposes, or in a trade mark.

8.     The Buyer shall not use the digital content in an obscene, defamatory or immoral way.

9.     The Buyer shall not use, and shall not allow to be used, the digital content for any purposes prohibited by the laws of England and Wales.

10.   The Buyer shall not alter the digital content in any way.

11.   The Buyer shall not allow others to use the digital content and shall not use the digital content in a way that allows others to download or redistribute the Digital content except in accordance with this Agreement.

12.   The Buyer will the Purchase Price, for the Permitted Use of the digital content, paid either online via the ecommerce website, or by invoice if customisations are required.

Warranties:

The Seller warrants that the Seller is entitled to grant the use of the digital content described in this Agreement, and that this Agreement does not infringe the rights of third parties. As provided in the Consumer Rights Act 2015, the Seller warrants that the quality of the digital content is satisfactory; the digital content is reasonably fit for its Permitted Use; and the Digital content shall match any description provided by the Seller to the Buyer. A breach of this clause will result in the Buyer being entitled to the immediate replacement of the Digital content, a full or partial refund of the Purchase Price, or a price reduction, as appropriate. It shall be the option of the Seller whether to replace the Digital content, to refund an amount paid, or to reduce the Purchase Price.  

Liability & Indemnity:

The Seller will not be liable for any third party claims, losses, damages, liabilities, penalties, punitive damages, expenses, legal fees or costs of any kind or amount whatsoever resulting from the Buyer’s use of the digital content. The Buyer agrees to defend, indemnify and hold harmless the Seller and its officers, employees, agents and suppliers against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever resulting from or arising out of the unauthorised use of the Digital content by the Buyer, or its officers, employees, agents or suppliers, or the Buyer's breach of this Agreement.

Expiry or Termination:

The Seller reserves the right to discontinue the licence and terminate the Agreement immediately, as well as to commence legal proceedings, if any copyright infringement has taken place due to the Buyer’s unauthorised use of the digital content. Upon expiry or termination of this Agreement, the Buyer shall discontinue the use of the digital content, and shall destroy all copies and archives of the digital content.

Intellectual Property Rights:

The Seller retains all intellectual property rights in the digital content, including the sole copyright to the digital content. Nothing in this Agreement shall operate to transfer, assign or otherwise grant any party any right or interest in the Seller's intellectual property rights or affect ownership by the Seller of intellectual property rights with regard to the digital content. Any use, under any conditions not specifically allowed for in this Agreement, may constitute a violation of the copyright laws of England and Wales or international copyright agreements. The Buyer shall not falsely represent that they are the original creator of the digital content.

Export Laws:

In order to purchase a licence for the digital content, the Buyer must be in compliance with applicable export laws. The Buyer shall not ship, transfer or export the digital content to any country in a manner prohibited by the laws of England and Wales or use it in any manner prohibited by the laws of England and Wales. If there is a conflict between any provision of this Agreement and the applicable legislation of England and Wales (the 'Act'), the Act will prevail and such provision of the Agreement will be amended or deleted as necessary in order to comply with the Act. Further, any provisions that are required by the Act are incorporated into this Agreement.

Governing Law:

This Agreement will be governed by and construed in accordance with the laws of England and Wales, without regard to the jurisdiction in which any action may be instituted. The Buyer agrees to submit to the jurisdiction of the courts of England to bring any action or for the enforcement of this Agreement. Notwithstanding, the Seller reserves the right to commence legal action to obtain injunctive relief in any court of competent jurisdiction.

Assignment:

The Buyer may not assign or transfer the Agreement or any rights granted within without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void. The Agreement will inure to the benefit and be binding upon the Seller and the Buyer and their respective successors and assigns.

Agreement of Parties:

This Agreement constitutes the entire agreement between the Seller and the Buyer with respect to the subject matter hereof and there are no further items or provisions, either oral or otherwise. The provisions contained in this Agreement cannot be changed except by the signed and delivered written consent of both Parties.