| LICENSE AGREEMENT This License Agreement constitutes the terms between Firsteye and the Customer in connection with the use of the Images. Firsteye is the company behind www.hdri-locations.com. In case of any queries relating to this License Agreement, Firsteye or www.hdri-locations.com, please contact Thomas Suurland at info@hdri-locations.com. 1. DEFINITIONS 1.1 The following definitions shall have the following meanings; |
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| "Image” | means each individual image, film, video, footage, visual representation or file downloaded from the Website by the Customer which comprises all or any part of the Content |
| "Content" | means an image or element thereof in whatever form or format, which the Customer downloads from www.hdri-locations.com as well as any accessory material |
| "License" | Means the license set out in clause 2.1 below. |
| "Order" | means the order form, thru which the Customers can place orders for Content. |
| "Permitted Use" | means the permitted use of the Content set out in clause 3 |
| "Customer" | means anyone (person or entity) who downloads the Content from www.hdri--locations.com |
| 2. GRANT OF LICENCE |
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| 2.1 | Firsteye hereby grants to the Customer a non-exclusive, non-transferable, royalty free licence to use the Content in accordance with this License Agreement. |
| 2.2 | You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). Any use of the Content that is not a Permitted Use shall constitute infringement of copyright. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Firsteye. |
| 2.3 | The License is subject to certain restrictions: |
| 2.3.1 | only the Customer is permitted to use the Content. However, Customer is permitted to transfer the Content to clients, printers or service providers for their Permitted Use of the content on behalf of the Customer. |
| 2.3.2 | Customer may install and use the Content in only one location at a time. Customer may, however make 1 backup copy of the Content. In case the Content is required to be in more than one location at a time, the Content must be downloaded from www.hdri-locations.com for each location. |
| 2.3.3 | Customer may only use the Content strictly in accordance with this License Agreement. |
3. PERMITTED USE |
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| 3.1 | The Customer may use the Content for the following purposes:- |
| 3.1.1 | advertising, promotional and marketing; including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (ie. not for resale or license); |
| 3.1.2 | Educational purposes (non-profit); |
| 3.1.3 | non-commercial publications; including on–line or electronic publications, including web pages |
| 3.1.4 | non-commercial illustration; |
| 3.1.5 | entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations; |
| 3.2 | The Content shall not be used otherwise than in accordance with the terms of this License Agreement |
| 3.3 | If there is any doubt whether the use is a Permitted Use, Customer should contact Firsteye through info@hdri-locations.com for clarification. |
4. PROHIBITED USE |
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| 4.1 | Customer may not use the Content for anything which is not expressly permitted as a Permitted Use. However, for the avoidance of doubt, the following uses shall constitute Prohibited Use and are under no circumstances to be performed. Thus, the Customer may not: |
| 4.1.1 | sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this License Agreement |
| 4.1.2 | allow any reproduction of the Content unless it is authorised as a Permitted Use under this License Agreement; |
| 4.1.3 | use any of the Content on or within any products for onward sale, licence or profit making or commercial purpose. |
| 4.1.4 | use any of the Content as part of a trademark, registered design or logo. |
| 4.1.5 | to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of the Content. |
| 4.1.6 | use any part of the Content in any. obscene, immoral, infringing, defamatory or libellous way, or any other way that would be reasonably likely to bring any person or property reflected in the Content as well as Firsteye into disrepute; |
| 4.1.7 | use or allow or omit to prevent any of the Content to be used otherwise than in accordance with the Permitted Uses; |
| 4.1.8 | allow any third person to us ethe content (save as permitted in clause 3). |
| 4.1.9 | use the Content in a way which would or could breach the rights of any third party; |
| 4.1.10 | save as to clause 2.1 allow any person to use the Content; |
| 4.1.11 | use or display the Content 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; |
| 4.1.12 | use the Content as the main motive in any type of publication, whether electronically or physically. All Content and Images is/are to be used as background motives into which the main motive is to be inserted. Failure to comply with this clause (and subsequently the Danish Copyright Act § 24) may be met with claims for compensation, remuneration and/or damages according to applicable law. |
5. INTELLECTUAL PROPERTY RIGHTS |
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| 5.1 | All intellectual property rights in and connection with the Content (including without limitation Firsteye trademark and trade name) shall belong to Firsteye absolutely and save as set out under the License, no copyright or other intellectual property rights shall vest with the Customer. |
6. BREACH |
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| 6.1 | If the Customer is in breach of clause 2.3 and subclauses, Firsteye reserves the right to terminate this License Agreement. |
| 6.2 | If the Customer uses the Content for any commercial and/or profit making purpose the Customer shall be liable to Firsteye for the royalties it would have received had Firsteye hypothetically granted a license including the right to commercial / profitmaking purposes to the Customer. |
| 6.3 | Customer hereby agrees to fully co-operate with Firsteye in any investigation relating to the possible illicit use of the Content and the Customer shall promptly provide full details of any relevant information requested by Firsteye for this purpose. |
7. LIMITATION OF LIABILITY |
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| 7.1 | Firsteye hereby warrants that it has made every effort to ensure that the Content free from any third party claims or restrictions. However no warrants are made that the Content is free from any third party claims and restrictions. |
| 7.2 | Firsteye shall not be liable to the Customer for any direct or indirect consequential losses (which shall include without limitation loss of use of any works, loss of profit, loss of any contract or for any other indirect or consequential loss or damage which may be suffered as a consequence of using the Content) which the Customer may suffer or incur as a result of any claims, requests or restrictions imposed in connection with the use of the Content. |
| 7.3 | In the event of any dispute by any third party regarding the use of the Content Firsteye shall be entitled to divulge the identity of the Customer to any third party who obtains a court order or other such direction for the release of such information by Firsteye. |
| 7.4 | Firsteye may in its absolute discretion offer any similar alternative Content free of charge to the Customer in the event that the original Image or Content downloaded from the Website is withdrawn by Firsteye or any third party. |
| 7.5 | Firsteye’s entire liability under this License Agreement shall be limited to the price paid for the Content. |
8. TERM OF AGREEMENT |
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| 8.1 | This License Agreement is effective until it is terminated. Customer can terminate this License Agreement by destroying the Content and any derivative work, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. |
| 8.2 | The License Agreement also terminates without notice upon Customers failure to comply with any of its terms. Upon termination, Customer must immediately: |
| 8.2.1 | cease using the Content for any purpose; |
| 8.2.2 | destroy or delete all copies and archives of the Content; and |
| 8.2.3 | if requested, confirm to Firsteye in writing that it has complied with these requirements. |
| 8.3 | Firsteye reserves the right to - at a later date - to revoke or amend the License and replace the Content with an alternative for any reason. The Customer agrees not to use the replaced Content, and to take all reasonable steps to discontinue use of the replaced Content, which already exists. |
9. INDEMNIFICATION |
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| 9.1 | The Customer shall indemnify and hold harmless Firsteye against any and all claims, damages, costs, expenses, penalties and fines that Firsteye may suffer or incur as a consequence of the Customer’s failure to fully comply with any requests, demands or restrictions rightfully made or imposed by any third party in connection with the use of any Content and/or part(s) thereof. |
| 9.2 | The Customer agrees to indemnify, defend and hold Firsteye as well as Firsteyes affiliates and content providers harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a attorney / client basis) incurred by Firsteye as well as Firsteyes affiliates and content providers in connection with any breach by the Customer or anyone acting on the Customer’s behalf of any of the terms of this License Agreement. |
10. CHOICE OF LAW AND VENUE |
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| 10.1 | This License Agreement shall be governed by the laws of Denmark and any dispute in connection with this License Agreement shall be submitted to the exclusive jurisdiction of the Danish courts. |
11. SEVERABILITY |
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| 11.1 | If any provision of this License Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of this License Agreement shall continue in full force and effect. |
12. CONTACT |
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| 12.1 | If the User has any concerns relating to this Agreement contact Thomas Suurland at info@hdri-locations.com. |
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all rights reserved
all rights reserved