Content License Agreement
Permitted and Prohibited Uses with a Standard License
This Agreement controls the terms by which Clients of Visual Molecules acquire the right to use illustrations and other media content provided by Visual Molecules through this web site or through products on any other medium including, but not limited to, CDs and DVDs.
1. Background of Agreement
- This is a long document, and it contains essential provisions that concern your rights and obligations. By purchasing Common Compounds on this web site, you are signifying that you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the purchaser, and you agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the purchaser, you represent and warrant that you have legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not use the Content.
- In this Agreement:
- “you” or the “Client” means you or, if you are accepting on behalf of your employer or purchasing entity, then “you” means that employer or entity and affiliates;
- “Visual Molecules” or “we” means Visual Molecules (a branded entity of eThree Media); and
- “Content” means any visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are receiving from Visual Molecules, in addition to any accompanying material.
- This Agreement stipulates our standard royalty-free content license (the “Standard License”), which determines various restrictions for use of the Content.
2. Standard License Terms
Visual Molecules hereby grants to you a perpetual, non-transferable, non-exclusive worldwide license to use the Content for the Permitted Uses as defined below. Unless the use is a Permitted Use, you cannot do it. 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 Visual Molecules.
3. Permitted Uses with Standard License:
- You may only use the Content for those advertising, educational, promotional and other specified purposes which are Permitted Uses as defined below. For clarity, you may not use the Content in products for resale, license or other distribution, unless
- the proposed use is allowable under an Extended License which is uniquely made available for the Content; or
- if the original Content has been modified sufficiently that it constitutes an original work entitling the artist to copyright protection under applicable law, and where the primary value of such derivative work is not recognizable as the Content nor is the Content accessible by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a “Permitted Derivative Work” for the purposes of this Agreement). If there is any doubt that a work is a Permitted Derivative Work, you should obtain an Extended License and contact Visual Molecules for guidance. Any use of the Content that is not a Permitted Use shall constitute copyright infringement.
- Seat Restrictions. Only you are permitted to use the Content, although you may transfer files containing Content or Permitted Derivative Works to your clients, printers, or internet service provider for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access original files created by Visual Molecules from any file you provide. You may install and use the Content in only one location at a time, although subject to the terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. If you require the Content to be in more than one location or accessible by more than one person, you must purchase the Content for each such use. You are permitted to make one (1) copy of the Content for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.
- Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
- advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, and promotional postcards;
- entertainment applications, such as books, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;
- on-line or electronic publications, including web pages provided that the Content has a resolution not greater than 400 x 400 pixels;
- educational materials including classroom handouts, lectures, and presentations;
- prints, posters and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
- any other uses approved in writing by Visual Molecules.
4. Prohibited Uses with Standard License:
- use of the Content in design template applications intended for resale including, without limitation, website templates, Flash templates, animation or video templates, business card templates, and brochure design templates;
- use or display of the Content on websites or other venues involving the sale, license or other distribution of products, including postcards, mugs, t-shirts, posters and other items;
- use of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
- incorporation of the Content in any product that results in a redistribution or reuse of the Content or is otherwise made available such that a person can access or reproduce the Content as an electronic file;
- use of the Content in a way that under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature;
- transferral or distribution of the Content or the rights granted under this Agreement; or
- use of the Content for editorial purposes without including the following credit next to the Content: “©Visual Molecules”.
5. Term of Agreement
- This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Visual Molecules if at any time you fail to comply with any of its terms. Upon termination, you must immediately comply with the requirements detailed above and, if requested, confirm to Visual Molecules in writing that you have done so.
- Visual Molecules reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice of such replacement, sent to the contact information provided by you during your purchase, or such other address you may advise us in writing to use, the license for the replaced Content immediately terminates and this license automatically applies to the replacement Content. You agree to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products.
- Visual Molecules uses its best efforts to deliver a high quality copy of the Content, to verify that the data contained therein have been selected on the basis of sound scientific judgment, and to correctly categorize the Content. However, Visual Molecules makes no warranties to that effect, and Visual Molecules shall not be liable for any damage that may result from errors or omissions in the Content.
- THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR SUITABILITY FOR A SPECIFIC PURPOSE. VISUAL MOLECULES DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR NEEDS OR THAT ITS USE WILL BE ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT VISUAL MOLECULES OR ETHREE MEDIA) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
- Certain jurisdictions do not permit the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary with jurisdiction.
- Visual Molecules’ entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in accessing the Content, shall be as follows:
- You may, upon request to Visual Molecules, receive a replacement copy of the Content;
- IN NO EVENT SHALL VISUAL MOLECULES OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
- IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF VISUAL MOLECULES UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO VISUAL MOLECULES UNDER THIS AGREEMENT WITH RESPECT TO THE USE OF THE RELEVANT CONTENT.
- Some jurisdictions do not permit for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify, defend and hold Visual Molecules, eThree Media, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Visual Molecules Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Visual Molecules Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
8. General Provisions
- Visual Molecules’ failure to enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
- This Agreement is personal to you and is not assignable by you without Visual Molecules’ prior written consent. Visual Molecules may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
- You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
- If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
- You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the contact information provided by you at the time the Content was purchased, or such other address as you may advise us in writing to use.
- Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Savannah, Georgia, USA.
- All sales are FINAL. No reimbursements will be made for any reason at any time.
If you have concerns relating to this Agreement, please contact Visual Molecules at
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF VISUAL MOLECULES AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VISUAL MOLECULES, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND VISUAL MOLECULES RELATING TO THE SUBJECT OF THIS AGREEMENT.
© Visual Molecules LLC 2018. All rights reserved.