License

Licensors under intellectual property laws authorizes Licensee the use of Final Product and Licensed Materials in accordance with the terms and conditions of this Agreement.

§1 Licensors and Licensee

Licensors of this Agreement are Content Provider and Artglyph.

Artglyph Ltd. (“Artglyph”), company number: 9430541, registration date: 02-10-2015, registered address: 590 Kingston Road, SW20 8DN London, United Kingdom, e-mail contact@artglyph.com.

Content Provider is a person or a company who, by means of http://artglyph.com/ Web site (“Web site”) or in other ways, transfers Content (“Template”) to Artglyph granting Artglyph the right to:

Content Provider is the owner of all intellectual property rights to his Content (“the Template”). Said Content is a part of all content comprising Licensed Materials.

Licensee is a person or a company who by means of Web site completed a purchase of rights to create and publish a Final Product comprising Licensed Material and is therefore bound by this Agreement.

Artglyph, proclaimed and authorized by Content Provider, issues a license to Licensee to use Provider's Content in Artglyph’s App to create Final Product.

Content Provider issues a license (or sub-license if appropriate) to Licensee to use  Additional Media in Final Product.

Licensors agree that Licensee can publish and distribute the Final Product comprising Licensed Material in accordance with the terms and conditions set in paragraphs §3 and §4 of this Agreement.

All parties willingly sign this Agreement.

§2 Licensed Materials, Additional Media, Final Product and the App

Licensed Materials include all essential files necessary for the Content provided by the Content Provider (“Template”) to operate correctly, as shown in Template’s preview available on Web site.

Inclusion in Licensed Materials of any additional content, such as original music, audio effects, footage, stock images, fonts etc. (“Additional Media”), shall be specified by the Content Provider in Template’s description available on Web site.

Any Additional Media are part of Licensed Materials. Additional Media pertain to their own separate license agreements.

Final Product is a video created by the Licensee with the use of Licensed Materials in the Artglyph’s online application (“App”) available on the Web site. A watermarked preview of Final Product is available in the App free of charge.

§3 Term and Territory

License takes effect the moment Licensee completes a purchase of Final Product on Web site, and is valid until termination or renouncing.

Licensor is permitted a worldwide use of Final Product.

§4 Usage and Sub-licensing

Licensee holds the right to apply and modify the purchased Template and Licensed Materials, in the extent designed by Template's Content Provider in the Artglyph’s App on Web site only and in any applications located there.

Licensee can publish or sell only one instance of Final Product comprising purchased Licensed Material.

Final Product can be published under Licensee name or in the name of one of the Licensee’s clients only (“Client”). Licensee is required to extend the Terms and Restrictions of this License to Client.

One Final Product can be published on many social media sites as well as on screenings to 1,000 recipients.

It is prohibited to sub-license, sell, monetize or publish Final Product and Licensed Materials in its original or altered forms, with the exception described in the four previous paragraphs.

§5 Violation and Legal Action

Licensee agrees to exploit Final Product, Licensed Materials and App only to the extent specified in this License. Any other use of Final Product, Licensed Materials and App shall be in violation of Artglyph’s and Content Provider’s property rights respectively.

Licensee shall endeavor not to place Licensor, Content Provider, Licensed Materials, App or Final Product in any condition or situation that will undermine the reputation of thereof.

Licensee is responsible for any violation of third party rights that may result from failure to comply with the terms of this Agreement. If such a violation occurs, Licensee agrees to resolve the issue to the satisfaction of involved parties and to release Licensors from the obligation to provide in this respect.

In case of violation of this Agreement not specified in this License legal action shall be undertaken. Legal disputes shall be determined by the authority of the law of Great Britain, and settled by an appropriate court.

§6 Expiration, Termination, Restrictions and Renouncing

License expires upon death or bankruptcy of Licensee. License is not hereditary.

License terminates with immediate effect without the return of any compensation in case of a violation of terms of this Agreement. Licensee permits that upon termination Final Product and any copies and parts of Final Product shall be destroyed by Licensee. Licensee further agrees to stop and remove from distribution Final Product and shall endeavor to eliminate all traces of Final Product and Licensed Materials from Licensee’s computers.

Licensee shall be restricted the use and distribution of Licensed Materials and Final Product if a legal action shall be undertaken in relation to this License. The restriction shall concern the use and distribution of Final Product and Licensed Materials until a conclusion is reached by the appropriate legal authority and the restriction is canceled or License is terminated.

Renouncing this License requires Licensee to destroy Final Product and any copies and parts of Final Product, as well as to stop and remove from distribution Final Product and endeavor to eliminate all traces of Final Product and Licensed Materials from Licensee’s computers.

Licensee can renounce the License at any time.

Expiry, termination, restriction or renouncement of this License shall not relieve the Parties of the implementation of all obligations arising from this Agreement.

§7 Compensation

The Licensee shall compensate:

Artglyph shall invoice the Licensee all fees due to the Content Provider and Artglyph, as well as all necessary taxes and fees required by law, unless stated otherwise.

Artglyph shall provide the Content Provider with self-billed invoices which shall reimburse the Content Provider due compensation.  

Licensors shall not refund Licensee in case of expiry, termination, restriction or renouncement of this License.

Licensors shall not demand any additional compensation from Licensee for the designated use of Licensed Materials and Final Product other than what Licensee transferred while purchasing  Final Product on the Web site.

Artglyph preserves the right to demand financial compensation for any violation and unintended use of Final Product and Licensed Materials, including but not limited to violation of the agreed usage or any usage of Final Product and Licensed Materials where third parties were harmed in connection to Final Product and Licensed Materials.

§8 Settlement of Disputes

The Parties agree to use their best efforts to settle any dispute arising from the interpretation or performance in connection with this Agreement through negotiations. In case no settlement can be reached, either Party may submit such matter to the Court of Great Britain. The proceedings shall be conducted in English and be conducted in Great Britain. The arbitration award shall be final and binding upon the Parties.

This Section shall not be influenced by the termination or elimination of this Agreement. Each Party shall continue to perform its obligations in good faith according to the provisions of this Agreement except for the matters in dispute.

Date: 2018-12-05