Royalty Free Licence Agreement
These are the terms and conditions subject to which we license any of the Products either downloaded for free or sold to you through Our Website (3DSquirrel.co.uk). By using any Product, you agree to be bound by them. You may not use Our Website if you are under the age of 18 years.
This Licence Agreement is in addition to the general Terms and Conditions for the use of our Website which you must also agree to be bound by when purchasing and downloading a Licensed Product from us. This can be viewed here.
We are: 3D Squirrel Ltd, a company registered in England & Wales, number 8310015.
Our address is: Bell Walk House, Uckfield, East Sussex, TN22 5DQ, United Kingdom.
VAT Registration Number: 203557333
You are: Anyone who buys a Licence or Licensed Product from us.
It is now agreed as follows:
In this agreement, the following words shall have the following meanings, unless the context requires otherwise:
“General Licence” - means a Commercial Licence for use other than Editorial Licence. It is a non-transferable, worldwide, right to reproduce the Licensed Product an unlimited number of times subject to the Restrictions on Use as stated in this agreement.
“Editorial Licence” - means a non-exclusive, non-transferable, worldwide, right to reproduce the Licensed Product an unlimited number of times in connection with a single Article for editorial purposes on some issue of journalistic, editorial, cultural or otherwise newsworthy value. Examples of editorial use may include illustrating issues of general interest, social commentary, reporting news.
"Copy or Publish" - with reference to a Licensed Product, means reproducing or publishing in whole or in part, using any means, in any medium. It includes breaking up, changing, cropping or any other change or use as part of some other created work.
"Product" - means a Licensed Product offered for sale or downloaded for free through Our Website. It includes both soft copy downloaded or contained in a hard medium such as a DVD.
"Intellectual Property" - means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including all Licensed Products, intellectual property of kinds coming into existence after today; and including, among others, designs, copyrights and all rights which are derived from those rights.
"Licence" - means a non-exclusive, non-transferable, worldwide licence granted by us to you in the terms of this agreement for use of a Licensed Product.
"Licensed Product" - means any Product, material or thing offered for licence by us on Our Website, whether or not bought by you. A reference to “Product” shall be a reference to all or part of a Product or to a Product changed by you in any way.
“Imagery” - is a Creation made of any single image or sequence of images.
"Our Website" - means any website of ours, and includes all web pages controlled by us.
"Restrictions on Use" - the restrictions set out in this agreement.
“Third Party Owner” - means an owner of a Licensed Product which is not owned by us.
In this agreement the following terms apply unless the context otherwise requires:
2.1. all Restrictions on Use whether expressly included or not shall be deemed to be part of this agreement. It doesn’t matter how or when communicated to you.
2.2. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2.3. a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.
2.4. in the context of permission, “may not” in connection with an action of yours, means “must not”.
2.5. the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
2.6. any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
2.7. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
2.8. all money sums mentioned in this agreement are calculated net of VAT, which will be charged when payment is due.
2.9. these terms and conditions apply to all supplies of Products by us. They prevail over any terms proposed by you.
2.10. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. The Licence
3.1. You confirm that you have authority to enter into this agreement and have obtained all necessary approvals to do so.
3.2. In entering into this contract you have not relied on any representation or information from any source except that on Our Website.
3.3. If any information you give us is inaccurate, your Licence is automatically terminated and no refund of money will be due to you.
3.4. Subject to the terms of this agreement, we grant you the Licence to use a Licensed Product.
3.5. Each Licensed Product is marked on Our Website as to whether it is subject to a General Licence or an Editorial Licence. You agree to comply with all Restrictions on Use. You have no right to use a Licensed Product beyond the scope of use for which you have bought it.
3.6. This Licence is limited by the Restrictions on Use and you agree to comply with all Restrictions on Use.
3.7. No express or implied licence of the Licensed Product or any other material is granted to you other than the express Licence granted in this agreement.
3.8. It is your responsibility to determine, before purchasing, downloading or using any Licensed Product, whether additional licensing, rights, permissions, releases, or clearance are necessary for the intended use of the Product.
3.9. You understand additional licensing, rights, permissions, releases, or clearance may be needed for a Licensed Product if the intended use involves religious groups or affiliations, pharmaceuticals, health care, tobacco, alcoholic beverages, adult entertainment, personal hygiene, birth control, or any other area that could be considered sensitive, offensive, or immoral.
4. Limitations and permissions on Licences
4.1. You must not sub-licence a Licensed Product.
4.2. You must not Copy or Publish a Licensed Product except as specifically allowed in this agreement.
4.3. You may not allow any other person to use a Licensed Product except in the situation or context for which you have bought it.
4.4. You may not represent or give the impression that you are the owner or originator of any Licensed Product.
4.5. This license is non-exclusive, non-transferable and is granted only to You as the original purchaser.
4.6. You may not use a Licensed Product:
4.6.1 in a context which is pornographic;
4.6.2 containing a human model in any way which might degrade that person in the eyes of a reasonable viewer;
4.6.3 in part or as a whole, as a logo or otherwise to incorporate it in any intellectual property of yours;
4.6.4 in addition to the restrictions that apply to a Product marked General Licence, certain Products may be labelled with a Editorial Licence and this has additional licence restrictions;
4.6.5. You may only use a Licensed Product marked Editorial Licence for legitimate editorial purposes on some issue of journalistic, editorial, cultural or otherwise newsworthy value.
4.6.6. Examples of editorial use may include illustrating issues of general interest, social commentary, reporting news. Editorial uses include use of the Product in a news programme, news-related website, or news-related video media. You understand and agree that such Licensed Products may contain material that is not released from its third party rights holders.
4.7. Subject to the Restrictions on Use as stated in this agreement you may use a Licensed Product for the creation of still or moving Imagery which may then be used within:
television programmes, news articles, film, movies, video projects, multi-media projects, pre-visualisations, virtual worlds, marketing material; website layouts and designs; desktop and mobile wallpapers, architectural renderings, theatrical display, computer games, posters, framed or printed artwork, brochures, greeting cards, social media and email marketing campaigns; tradeshow promotional items, product packaging, magazines, screen savers, online blogs, books, software user interfaces; virtual worlds, simulation and training environments; corporate communications, presentations, literature, toolbar skins, computer software, interactive publications of literature or electronic textbooks, mobile/desktop web applications, educational software.
5. The Price
5.1. The prices payable for the Products are clearly set out on Our Website.
5.2. Prices are exclusive of any applicable value added tax or other sales tax.
5.3. If you purchase a Product as a consumer whilst within a EU VAT zone we will detect your location and charge the VAT that is applicable for that country. This VAT will then be paid via the MOSS system to that particular authority. We are not currently required to add VAT to the sale of Products to buyers located within the United Kingdom.
6. Release of third party rights
6.1. In some jurisdictions you may not use a human image without the consent of that person. That may apply to any person or only to a model. The permission is generally known as a “release”. You alone are responsible for obtaining any necessary release and for paying any fees due.
6.2. Our Products are marked on Our Website with a notification of the type of Licence that applies to it.
6.3. In any event, we give no warranty that any Product may be used without the permission or release of some person. You should exercise caution with regard to a Product containing a human person, trade mark, logo or work of art or architecture.
6.4. We are not liable to you in tort, contract or other law, for any act or omission of a Third Party Owner.
6.5. If we tell you that some person has claimed that we and you are infringing his right by your use of a Licensed Product, we may require you to:
6.5.1 stop using the Licensed Product;
6.5.2 delete or remove from your possession and control, every copy of the Licensed Product;
6.5.3 ensure that every other copy of the Licensed Product which you have passed to any other party is also deleted or destroyed.
6.6. In the event of any such circumstances as those in the last previous sub paragraph, we will provide an alternative Licensed Product free of charge but otherwise on the same terms as set out in this agreement.
7. Freedom to use
Despite the above limitations, you may copy a Licensed Product in the form that you downloaded it :
7.1. once for the purpose of system maintenance or to show or share with some other person who has a business interest in it:
7.2. for which you have bought an Editorial Licence to customers and users of the publication in which it is used in the normal course of your business:
7.3. to a contractor of yours whose contract is to work on the project or purpose for which you have bought the Licensed Product. In this case the Licence extends only to that project or purpose. If this happens, you remain liable to us in every way for the acts and omissions of your contractor. We advise you to obtain an appropriate agreement from your contractor to protect you in this regard.
8. Third Party Owners and additional restrictions
Some Products offered for Licence on Our Website are owned by Third Party Owners and not by us (Products owned by us are marked Squirrel Studio). Where that is indicated, the following additional provisions apply:
8.1 the price of the Licensed Product includes a sum payable by us to the Third Party Owner;
8.2 you have no obligation to make payment to the Third Party Owner;
8.3. you remain liable to the Third Party Owner, through us, for compliance with this agreement;
8.4. in any event when you may be liable to the Third Party Owner for breach of this agreement, you will indemnify us for all cost and liability arising from our relationship with the Third Party Owner, our acting as his agent, or your buying a Licensed Product owned by him.
9. Consumer protection: cancellation and refunds
This paragraph applies if you buy as a consumer as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Provided those regulations apply to the transaction concerned, then the following terms apply to the contract.
Please note that following sub-paragraphs apply only to a Product you download or which we send as an email attachment.
9.1. Most of our Products are “delivered” either by allowing you to download them or by our sending as email attachments. As a result, we are unable to allow you 14 days to return a downloaded Product.
9.2. To comply with the Regulations we require you to instruct us to deliver a Product to you immediately. If you do this you will lose your right to cancel in the 14 day period.
9.3. By accepting the 3D Squirrel Terms and Conditions, you now do instruct us to deliver a Product as soon as we are reasonably able and you understand that in doing so you lose your right to cancel.
9.4. You have no right to a refund of money paid for a Product once that Product has been made available to you by email or download unless you have a reasonable complaint with respect to the following Act:
The Consumer Rights Act 2015 states that our Products must be as described, fit for purpose and of satisfactory quality. With respect to this Act the following terms apply to the contract:
* If our Product is faulty, you are entitled to a repair or a replacement.
* If the fault cannot be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some, or all of your money back.
10. Security of your credit card
We take care to make Our Website safe for you to use.
10.1. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
11. Disclaimers and limitation of liability
11.1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.
11.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
11.3 We make no representation or warranty that the Licensed Product will be:
11.3.1 useful to you;
11.3.2 of satisfactory quality;
11.3.3 fit for a particular purpose;
11.3.4 available or accessible, without interruption, or without error.
11.4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
11.5. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12-month period for the Licensed Products concerned.
11.6. We shall not be liable to you for any loss or expense which is:
11.6.1 indirect or consequential loss; or
11.6.2 economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.
11.7. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999, as well as to us.
11.8. If you become aware of any breach of any term of this agreement by any person, please tell us by writing to us at the above address. We welcome your input but do not guarantee to agree with your judgement.
12. You indemnify us
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
12.1. your failure to comply with the law of any country;
12.2. your breach of this agreement;
12.3. any act, neglect or default by any agent, employee, licensee or customer of yours;
12.4. a contractual claim arising from your use of the Licensed Products;
12.5. a breach of the intellectual property rights of any person.
13. Copyright and other Intellectual Property
13.1. You agree that at all times you will:
13.1.1 not to cause or permit anything which may damage or endanger our title to any Licensed Product or other Intellectual Property;
13.1.2 notify us of any suspected infringement of the Intellectual Property.
13.2. If you use a Licensed Product in a way not allowed by this agreement we may take legal action anywhere in the World. If loss to us or any other person results from your wrongful action, you will be liable to pay.
13.3. If we terminate the Licence on account of your breach, you agree that you will:
13.3.1 immediately stop using the Licensed Product;
13.3.2 destroy all copies of the Licensed Product in your possession or control;
13.3.3 destroy any work of yours derived from a Licensed Product.
13.4. If we reasonably believe that you are using a Licensed Product beyond the scope of this Licence, you agree to provide written confirmation of your compliance, in a form to be drawn by us.
Neither party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without the prior written consent of the other party, except that a party may assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this agreement.
15. Miscellaneous matters
15.1. We may change this agreement in any way at any time. The version applicable to your contract is the version, which was posted on Our Website at the time that the contract was made.
15.2. At any time if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement, we reserve the right to terminate this agreement without refunding to you any payment made.
15.3. You undertake to provide us your current land address, e-mail address and telephone number as often as they are changed together with all information that we may require to enable us to fulfill our obligations under this contract.
15.4. So far as any time, date or period is mentioned in this agreement, time shall be of the essence.
15.5. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
15.6. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
15.7. For the purposes of the United Kingdom Data Protection Act 1998 and any comparable law of any other country having jurisdiction and relating to the location of data processing, you consent to the processing of your personal data (in manual, electronic or any other form) relevant to this agreement, by us and/or any agent or third party nominated by us and bound by a duty of confidentiality. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country either inside or outsidethe EEA.
15.8. If you are in breach of any term of this agreement, we may:
15.8.1 publish all text and content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication
15.8.2 terminate any Licence of a Licensed Product.
15.9. Any obligation in this agreement intended to continue to have effect after termination shall so continue.
15.10. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
15.11. When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
15.12. Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by first class recorded delivery.
It shall be deemed to have been delivered:
- if delivered by hand: on the day of delivery;
- if sent by post to the correct address: within four working days of posting to an address in the European Union and eight working days to any other address.
15.13. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
15.14. This agreement does not give any right to any third party under the UK Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
15.15. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
15.16. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
15.17. The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and you agree that any dispute arising from it shall be litigated only in England and Wales.