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LICENCE TERMS AND CONDITIONS
This licence agreement (Agreement) is a legal agreement setting out the terms and conditions on which Opus Aurea Srl, a Italian brand company (12961780967) trading as Unbelievewall (we or our or us) licenses the Content via the Sites.
Please read this Agreement carefully. By downloading or using any Content, or purchasing a Brand Membership or Agency Membership, you will be bound by the terms and conditions of this Agreement.
Any accessing or use by any person of the Content other than as permitted under this Agreement, or as otherwise approved by us in writing, is prohibited.
LICENCE OVERVIEW
We license the Content under one licence types.
- Extended Licence: We may make particular Content available to Brand Members and Agency Clients for additional fees. The Extended Licence will apply to that Content unless we and you agree otherwise.
The list below summarises the rights granted under each of the licence.
Extended Licence
Duration of rights: Perpetual
Who may use: Persons within the Member or Agency Client organization
Worldwide licence
Use maximum available resolution
Use for commercial and non-commercial purposes
Use on websites, social media channels, digital advertisements, digital presentations
Use in video clips for on-demand channels such as YouTube, TikTok, Vimeo etc.
Unlimited Editorial use
Standard editing rights
Use in print media
Use in TV and film production
Use on products
More details of each licence, and the terms and conditions of each licence, are set out below.
LICENCE AGREEMENT
1.
DEFINITIONS
1.1
For the purposes of this Agreement:
Agency Member means a person or organisation that has a current Agency Membership;
Agency Membership means a subscription membership as described in clause 3.2(b);
Agency Client means a client of an Agency Member as described in clause 3.2(b);
Brand Member means a person or organisation that has a current Brand Membership;
Brand Membership means a subscription membership as described in clause 3.2(a);
Content means any photograph, illustration, video, image or other visual work or content that we make available on our Sites for downloading;
Editorial means, in connection with the use of any Content, use for descriptive purposes in a context that is newsworthy or of general public interest. It expressly excludes commercial uses such as in connection with promotions, advertorials, advertising or merchandising;
Extended Licence means the Extended Licence described in clause 4;
Limited Licence means the Limited Licence described in clause 2;
Member means a person or organisation that has purchased a Membership;
Membership means either a Brand Membership or an Agency Membership;
Membership Fees means the fees payable by a Member to purchase and maintain their Membership, as detailed on the Sites;
Sites means our website unbelievewall.com and any other websites where we make photographs, videos, clips or other content available for downloading;
2.
LIMITED LICENCE TERMS
2.1
We can make certain Content available for free under the terms of the Limited Licence. You do not need to be a Member to access or use this Content.
2.2
You may use the Content we make available under the Limited Licence as follows:
(a)
you may use the Content for both commercial and non-commercial purposes;
(b)
you may use the Content on any website or social media channel, or for digital advertisements;
(c)
you may use the Content in video clips for on-demand channels such as YouTube, TikTok, Vimeo etc;
(d)
broadcasting rights are expressly excluded, i.e. you may not use the Content in connection with TV or film production;
(e)
you may use the Content in connection with digital presentations;
(f)
you have unlimited Editorial rights to use the Content in print and websites;
(g)
except for your Editorial rights, you may not use the Content in any form of print;
(h)
you may use the maximum resolution version of the Content made available by us;
(i)
you may not use the Content on or as an element of any product or its packaging (including any t-shirts, posters, postcards, mugs, calendars, on-demand products, or art prints); and
(j)
you have standard editing rights in connection with the Content (i.e. to crop, adjust colour and otherwise edit for technical quality).
2.3
Content licensed under the Limited Licence is only available for use by and for the individual who downloads the Content. If a person wishes to use the Content for or on behalf of another person or organisation (such as that person’s employer), that other person or organisation will need to purchase a Brand Membership.
2.4
Your licence to use the Content under the Limited Licence will terminate six months after the date we first released that Content under the Limited Licence.
3.
STANDARD LICENCE TERMS
3.1
To use the Content under the terms of the Standard Licence, a person or organisation must either:
(a)
purchase a Membership from us; or
(b)
be an Agency Client of an Agency Member.
3.2
Details of each Membership type are as follows:
(a)
a Brand Membership is a subscription membership that allows the Brand Member to use the Content under the terms of the Standard Licence;
(b)
an Agency Membership is a subscription membership that includes all the benefits of a Brand Membership, but also allows the Agency Member to provide the Content to the Agency Member’s clients. Those clients may use the Content under the terms of the Standard Licence. Each such client is referred to in this Agreement as an Agency Client. An Agency Membership works best for businesses like creative agencies and web designers. Some additional terms and conditions apply to an Agency Membership. See clause 8 for details; and
(c)
for the avoidance of doubt, a Brand Membership does not allow the Brand Member to provide the Content to the Brand Member’s clients for their use unless that Brand Member is also an Agency Member.
3.3
Under the Standard Licence more than one person within the Member’s or Agency Client’s organisation may access or use the Content, provided that such use is for the organisation’s business or operational purposes.
3.4
If any person using or accessing the Content is doing so on behalf of a Member or Agency Client, that person represents and warrants that they have full legal authority to bind the Member or Agency Client to the terms of this Agreement. If that person does not have that authority, then that Member or Agency Client may not use or access the Content.
3.5
If you are a Member or Agency Client, you may use the Content we make available under the Standard Licence as follows:
(a)
you may use the Content for both commercial and non-commercial purposes;
(b)
you may use the Content on any website or social media channel, or for digital advertisements;
(c)
you may use the Content in video clips for on-demand channels such as YouTube, TikTok, Vimeo etc;
(d)
broadcasting rights are expressly included, i.e. you may use the Content in connection with TV or film production;
(e)
you may use the Content in connection with digital presentations;
(f)
you have unlimited Editorial rights to use the Content in print and websites;
(g)
except for your Editorial rights, you may use the Content in any form of print;
(h)
you may use the maximum resolution version of the Content made available by us;
(i)
you may use the Content on or as an element of any product or its packaging (including any t-shirts, posters, postcards, mugs, calendars, on-demand products, or art prints); and
(j)
you have standard editing rights in connection with the Content (i.e. to crop, adjust colour and otherwise edit for technical quality).
3.6
The licence granted to a Member under the Standard Licence will terminate following cancellation of that Member’s Membership, in accordance with clauses 10.2 and 10.3.
3.7
The licence granted to an Agency Client under the Standard Licence will continue for so long as the applicable Agency Member is licensed under this Agreement for the relevant Content. If that Agency Member’s licence is terminated for any reason, the licence granted to the Agency Client under the Standard Licence will terminate 60 days after the date of termination of that Agency Member’s licence. If the Agency Client wishes to continue to use the Content after that 60 day period, the Agency Client will need to purchase a Brand Membership from us.
4.
EXTENDED LICENCE TERMS
4.1
If you are a Brand Member or Agency Member, we may make certain Content available for purchase by you on the terms and conditions of the Extended Licence. The Extended Licence will allow the Brand Member or Agency Member, and one Agency Client of the Agency Member, to exercise rights in relation to that Content under the Standard Licence, but on a perpetual basis, and subject to the other provisions of this clause 4.
4.2
The Extended Licence is not available for purchase by anyone who is not a Brand Member or Agency Member, unless otherwise agreed by us in writing.
4.3
The licence granted to a Brand Member or Agency Member under the Extended Licence is perpetual, but is subject to our rights of termination under clause 10.
4.4
If you are:
(a)
an Agency Member and purchase any Content under the Extended Licence; or
(b)
an Agency Client that wishes to use Content purchased by an Agency Member under the Extended Licence,
then the following additional provisions will apply:
(c)
only one Agency Client will have a right to use the Content purchased under an Extended Licence. If an Agency Member wishes to provide to more than one Agency Client any Content purchased under an Extended Licence, it will need to purchase an Extended Licence for each such Agency Client;
(d)
each Agency Client’s rights of use of the Content will be perpetual, but will otherwise be in accordance with the terms applicable to Agency Clients under the Standard Licence; and
(e)
the perpetual licence granted to each Agency Client under the Extended Licence is subject to our rights of termination under clause 10, and will also terminate in the circumstances set out in clause 3.7.
5.
OTHER USAGE RIGHTS
5.1
If you want to use any Content in a way that is not permitted under this Agreement (for example, if you want to use the Content in art prints, on-demand products or electronic or digital templates, or in any other way that is prohibited under clause 7), or if you want to talk to us about an enterprise licence for your organisation, please contact us at info@unbelievewall.com
6.
TERMS THAT APPLY TO ALL LICENCE TYPES
6.1
All rights of use granted to you under this Agreement are:
(a)
exclusive, meaning that we don’t may license others to use the Content;
(b)
in the case of the Limited Licence, royalty free; and
(c)
in the case of the Extended Licence, subject to the Member or Agency Client paying the applicable Membership Fees or other licence fees, royalty-free
6.2
All uses of the Content except as permitted under this Agreement, or as otherwise approved by us in writing, are prohibited. We reserve all rights not expressly granted to you under this Agreement.
6.3
The rights of use granted to you under this Agreement are personal to you or your business or organisation. You may not grant others the right to use the Content for their personal or business purposes, whether by way of sub-licensing or assignment or otherwise. The exception is that you may grant sub-licences of the rights granted to you to your sub-contractors and distributors, but only to the extent necessary to enable them to facilitate your use of the Content for your own personal, business or operational purposes as permitted under this Agreement. For example, you may sub-license a social media site such as Facebook to use the Content to the extent necessary to enable that site to display your Facebook posts featuring the Content. Those sub-contractors and distributors may not use the Content for any other purposes.
6.4
Without limiting anything above, if you are a company you may not grant rights of use over the Content to any of your subsidiaries or affiliated entities without our written consent. Each such subsidiary or affiliated entity will need to purchase a Membership from us to enable their use the Content.
7.
RESTRICTIONS ON YOUR USE OF THE CONTENT
7.1
Regardless of the Content licence type or your Membership status (if any), you must comply with the restrictions on use set out in this clause 7 when you use the Content.
7.2
If you use any Content in a manner that is prohibited under this clause 7, or under any other provision of this Agreement, then that use will amount to a breach of this Agreement by you, and may also amount to an infringement of our copyright.
7.3
You may only use Content that was downloaded via the dedicated download functionality we provide on our Sites for that purpose.
7.4
You may not use the Content:
(a)
in any pornographic, defamatory or other unlawful manner, or in a manner that could be considered offensive or obscene;
(b)
in connection with the promotion or dissemination of any racist or hate speech;
(c)
as part of a trade mark, trade name, corporate or business name, service mark or logo, or as an indication or origin; or
(d)
in a manner that may give rise to a claim of misleading or deceptive conduct, deceptive advertising or unfair competition.
7.5
You may not use any Content in a way that results in any person appearing in that Content (a Model) being depicted:
(a)
in connection with any pornography, adult videos, adult entertainment venues or escort services; or
(b)
as engaging in immoral or criminal activities.
7.6
Without limiting clause 7.5 or any other restriction under this Agreement, if you wish to use any Content in a way that would result in any Model being depicted in a way that a reasonable person might find offensive or embarrassing, including but not limited to being depicting:
(a)
in a political context, such as in the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint;
(b)
in connection with dating services;
(c)
as suffering from, or medicating for, a physical or mental ailment; or
(d)
in connection with any fake news stories,
then you must prominently indicate that the Content is being used only for illustrative purposes and that the depicted Model is a model.
7.7
You are not required to give attribution to us when you use the Content.
7.8
You may falsely represent that you are the original creator of a work that is made up largely of licensed Content. For instance, you claim that you are the author.
7.9
If any Content is marked as “For Editorial Use only” then you may use that Content for Editorial purposes only. Such Content is not model or property released and is intended to be used only in connection with events or topics that are newsworthy or of general public interest. If you use any Content for Editorial purposes, you may only use that Content in a manner that does not affect the integrity or original context of the Content.
7.10
You must use the Content in any electronic or digital templates intended for resale or other distribution. This includes website templates, business card templates, electronic greeting card templates and brochure design templates.
7.11
You can resell, resupply or distribute the Content to any other person for that person’s own use, you supply a stand-alone digital copy of the Content to any person.
7.12
You must not compile the Content for the purposes of providing a stock photography site, or any service that either replicates or competes with us.
7.13
You may not use any Content or any Content information (such as captions, keywords, location tags, and other metadata) for any machine learning or other artificial intelligence purposes.
7.14
Certain Content may be made available subject to additional restrictions or limitations. These additional restrictions or limitations (if any) will be included on the Sites with the other information about the Content. You must comply with those additional restrictions or limitations in connection with any use of the Content by you.
7.15
We reserve the right to impose reasonable restrictions on the volume of Content that users can download. An example of where we might impose a restriction is where we suspect that a Member may be trying to stockpile Content for future use before their Membership lapses or is cancelled.
7.16
If we notify you in writing that your use of any Content does not comply with this clause 7, you must immediately cease all such use.
7.17
If you are unsure whether a particular proposed use of the Content by you or your Agency Client is permitted under this Agreement, it is your responsibility to check with us first.
7.18
We reserve the right to require you to stop using particular Content, even if you are not in breach of this Agreement. We will usually only exercise this right where there is a question or dispute regarding the rights in the Content, or where we have received a complaint about your use of the Content. However, we are not required to provide you with a reason. You must stop any such use as soon as reasonably possible following receipt of notice from us requiring you to stop. If we exercise our right under this clause 7.17 in respect of any Content the subject of an Extended Licence, we will refund to you any licence fees paid by you for that Content.
7.19
Nothing in this Agreement is intended to restrict or limit any rights granted to you under any fair use or fair dealing exceptions under applicable copyright law, to the extent such rights cannot be restricted or limited under that applicable law.
8.
AGENCY MEMBERSHIPS
8.1
If you are an Agency Member, then you may provide the Content to your Agency Clients, and your Agency Clients may use that Content subject to their compliance with the Standard Licence and the other terms and conditions of this Agreement.
8.2
If you are an Agency Member, then you must:
(a)
provide each Agency Client with a copy of this Agreement before you provide any Content to that Agency Client;
(b)
keep detailed records of the full name and contact details of each Agency Client you provide any Content to, as well as the Content you provided, and provide such records to us promptly upon request;
(c)
tell each Agency Client in writing that they are granted a Standard Licence under this Agreement and that they must comply with the terms of this Agreement;
(d)
if we require you to, obtain from each Agency Client written confirmation that that they will comply with the terms of this Agreement; and
(e)
tell us without delay if you become aware of any breach of this Agreement by an Agency Client, and provide us with such information that we may reasonably request about that breach.
9.
TERMS OF SERVICE
9.1
As a condition of the grant of rights to you under this Agreement, you agree to comply with the Terms of Service in connection with any use by you of the Sites (Terms of Service). Any breach by you of the Terms of Service will be regarded as a breach of this Agreement.
10.
CANCELLATION OF MEMBERSHIPS AND TERMINATION OF LICENCES
10.1
If you are a Member, your Membership may be cancelled in the following circumstances:
(a)
we may cancel your Membership if you do not pay the applicable Membership Fees by the due date;
(b)
you may elect to cancel your Membership at any time. To cancel your Membership click here . We are not required to refund any Membership Fees paid by you in advance if your Membership is cancelled under this clause 10.1(b);
(c)
we may cancel your Membership with immediate effect by written notice to you if you breach any term of this Agreement. We are not required to refund any Membership Fees paid by you in advance if your Membership is cancelled under this clause 10.1(c); and
(d)
we may cancel your Membership for any other reason and with immediate effect by written notice to you. If we cancel your Membership in such circumstances, we will refund the Membership Fees (if any) paid by you for any period following the date of cancellation.
10.2
If you are a Member and your Membership is cancelled under either of clauses 10.1(a) or (b), then the Licence applicable to your use of the Content will terminate at the end of your then current paid-up billing period and from the date of termination you will no longer be able to access or download Content under your Membership. For example, if you have paid 12 months of Membership Fees and you choose to cancel you Membership six months into that 12 month period, your licence will terminate at the end of that 12 month period.
10.3
If you are a Member and your Membership is cancelled under either of clauses 10.1(c) or (d), then the Licence applicable to your use of the Content will also immediately terminate, and you will no longer be able to access or download Content under your Membership.
10.4
We may also terminate your licence to use the Content under the Limited Licence or Extended Licence with immediate effect by written notice to you if you breach any term of this Agreement. We are not required to refund any licence fees paid under the Extended Licence if your Extended Licence is terminated under this clause 10.3.
10.5
If you are an Agency Client:
(a)
we may terminate your licence to use the Content under the Licence with immediate effect by written notice to you if you breach any term of this Agreement; and
(b)
your licence to use the Content under the Licence will terminate 60 days after the date of termination of the applicable Agency Member’s licence under either of clauses 10.2 or 10.3. If you wish to continue to use the Content after that 60 day period, you will need to purchase a Brand Membership from us.
10.6
If your licence to use the Content (whether under the Limited Licence or Extended Licence) is terminated for any reason, then you must:
(a)
cease all use of the Content;
(b)
delete all stored copies of the Content from your systems or networks; and
(c)
take down the Content from all websites, social media sites and other platforms under your control;
(d)
if you were an Agency Member prior to termination, notify all of your Agency Clients that their licence to use the Content will be terminated pursuant to clause 10.5(b), and that if they wish to continue to use the Content after the 60 day period referred to in clause 10.5(b), they will need to purchase a Brand Membership from us;
(e)
provide us with such information as we may reasonably require to verify your compliance with this clause 10.6; and
(f)
if we require you to, provide us with a certificate in a form acceptable to us confirming that you have complied with this clause 10.6.
10.7
If your licence was terminated under clause 2.4 or due to cancellation of your Membership under clauses 10.1(a), (b) or (d), you will have 30 days following the date of termination of your licence to do the things required under clauses 10.6(a) to (c). If your licence was terminated for any other reason, you must do the things required under clauses 10.6(a) to (c) immediately following termination.
11.
LIABILITY
11.1
We warrant and represent to you that to the best of our knowledge we have the right to grant to you the rights and licences granted under this Agreement.
11.2
EXCEPT AS SPECIFIED IN CLAUSE 11.1, THE CONTENT IS PROVIDED AS IS, WITHOUT ANY WARRANTY WHATSOEVER. YOU ACKNOWLEDGE THAT IN ENTERING INTO THIS AGREEMENT, YOU DO NOT RELY ON ANY REPRESENTATION, WARRANTY, TERM OR CONDITION THAT IS NOT EXPRESSLY PROVIDED IN THIS AGREEMENT, AND THAT ALL CONDITIONS, WARRANTIES OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED FROM THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. WE DO NOT GIVE ANY WARRANTY, REPRESENTATION OR UNDERTAKING ABOUT THE EFFICACY OR USEFULNESS OF THE CONTENT OR THE RIGHTS GRANTED UNDER THIS AGREEMENT, OR ABOUT ANY FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.
11.3
WITHOUT LIMITING CLAUSE 11.2, OUR MAXIMUM LIABILITY TO YOU (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR IN ANY OTHER WAY) ARISING OUT OF ANY AND ALL CLAIMS UNDER THIS AGREEMENT OR RELATING TO THE CONTENT WILL NOT IN ANY CIRCUMSTANCES EXCEED IN AGGREGATE THE GREATER OF:
(a)
US$10.00; OR
(b)
THE MEMBERSHIP FEES OR LICENCE FEES ACTUALLY PAID BY YOU IN THE 12 MONTH PERIOD BEFORE THE DATE SUCH LIABILITY FIRST AROSE.
11.4
IN NO EVENT WILL WE BE LIABLE (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR IN ANY OTHER WAY) TO YOU FOR:
(a)
LOSS OF REVENUE OR PROFIT, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR OPPORTUNITY, LOSS OF PRODUCTION, LOSS OR CORRUPTION OF DATA OR WASTED MANAGEMENT OR STAFF TIME; OR
(b)
LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATSOEVER THAT IS INDIRECT, CONSEQUENTIAL, OR OF A SPECIAL NATURE,
ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR THE USE OF THE CONTENT BY YOU OR YOUR EMPLOYEES, AGENTS, CONTRACTORS OR SUB-LICENSEES, EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGE, COST OR EXPENSE, AND EVEN IF SUCH LOSS, DAMAGE, COST OR EXPENSE WAS REASONABLY FORESEEABLE BY US.
11.5
NONE OF THE EXCLUSIONS OR LIMITATIONS SET OUT IN THIS AGREEMENT WILL HAVE THE EFFECT OF LIMITING OR EXCLUDING ANY FORM OF LIABILITY WHERE SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
11.6
You agree to indemnify and hold us, our affiliates, officers, directors, employees and agents, harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind resulting from:
(a)
any use of any Content by you or your employees, agents, contractors or sub-licensees; or
(b)
any breach by you of this Agreement.
11.7
This clause 11 will survive termination or expiration of this Agreement for any reason.
12.
MODIFICATIONS
12.1
We reserve the right to modify this Agreement at any time. In the event of a modification, we will endeavour to notify you by email, by posting a notification of the change on the Site where the Content is made available, or by other means. Your continued use of the Content following any such notification will be regarded by us as acceptance by you of those modifications. No other amendment or modification to this Agreement will be effective unless in writing and signed by an authorised representative of us.
13.
GENERAL
13.1
You may not sell, assign, transfer, novate, charge, pledge or otherwise encumber this Agreement, or any of your rights or obligations under this Agreement, without first obtaining our written consent. We may assign, transfer or novate this Agreement, or any of our rights or obligations under this Agreement, without requiring your consent.
13.2
No failure or delay by either party to exercise any right or remedy under this Agreement will be treated as a waiver of such right or remedy. No single or partial exercise of any right or remedy will prevent the further exercise of such right or remedy.
13.3
This Agreement contains the whole of the contract and understanding between the parties relating to the matters covered by it. This Agreement supersedes all prior representations, agreements, statements and understandings between the parties relating to those matters, whether verbal or in writing.
13.4
Italy law governs the formation, validity, construction and performance of this Agreement. The parties irrevocably agree that the courts of Italy will have non-exclusive jurisdiction to hear and determine all disputes under this Agreement. The parties irrevocably waive any objections to Italy as the forum for proceedings on the grounds of forum non-conveniens or on any similar grounds.
