Knot9 Licensing

Knot9 Licensing

knot9 licensing

BY DOWNLOADING, INSTALLING, AND/OR USING THE IMAGES OR ANY CONTENT (“CONTENT”) ON THE LIBRARY OF STOCK FOOTAGE NAMED AS ‘KNOT9’ (THE WEBSITE), YOU AS THE USER AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING, “I ACCEPT OR BY INSTALLING, COPYING OR USING THE CONTENT , YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE DISCLAIMERS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, COPY OR USE THE CONTENT. (”AGREEMENT’). SOULCURRY

This Agreement is hereby agreed upon by You (the User), and Soulcurry Media Technology (“Soulcurry”) with its office at Unit 12 & 14, B-Block, 4th Floor, Crown Plaza Mall, Sector 15A, Faridabad, Haryana (India).

WHEREAS, the Soulcurry is in the business of creating and maintaining a library of stock footage and content in an Indian environment and has developed significant content in pursuance of the same that subject to compliance with the Terms of Service and Privacy Policy of the Website at www.knot9.com (‘the Website’) can be purchased by Users, and the User is desirous of utilising the same, on the terms and conditions set out herein below:

1. DEFINITIONS

  1. Content means any work, including stock images, videos, animation and any other visual content available on the Website for download or purchase by Users pursuant to this Agreement.

  2. Download/Purchase and variations thereof entails the obtaining or the copying of Content from the Website, in accordance with the Terms of Service of the Website by the Users upon payment of certain monies; and subsequent availability of the downloaded/purchased Content for the personal or commercial use of the User .

  3. Footage means any animations, films, moving images, videos, GIFs, Vines, or other audio/visual representations, excluding still images, recorded in any format.

  4. You and User is a person/legal entity who has created an account on the Website through following of the registration procedure, who is entitled to view/Download/Purchase Content from the Website and who is bound by the Terms of Service and Privacy Policy of the Website.

2. GRANT OF LICENSE

  1. Upon payment of the applicable fees (our fees do not include any taxes, import or export fees, duties, or similar charges, all of which are your responsibilities except GST, which is included in our fees) for the Content and continuous compliance with the terms and conditions of this Agreement, the Soulcurry hereby grants You a license to use the Content subject to the terms contained herein:

    1. The Website grants the User a non-exclusive, worldwide and perpetual right and licence to personal and commercial use (not for resale, re-download, redistribution or any kind of commercial purpose) of the Content. This means that once the Content is purchased by the User, the User shall not be allowed to resell the Content, as is, without modifications as provided in this Agreement.

    2. The Website grants the User a non-exclusive, worldwide and perpetual right and licence to use, copy, manipulate, modify and alter the Content so as to be an independently created derivative or other work in any media, which incorporates the Content together with other substantially independent created artistic work, which is created by you or for you over which you hold all right, title and ownership on a sole or joint basis for personal and commercial use(‘Product’). This means that the User shall be entitled to incorporate the Content into an independently created artistic work of the User, over whose entirety the User has ownership rights.

    3. The Website grants the User a non-exclusive, worldwide and perpetual right and license to display, showcase, disseminate, publish, perform or broadcast the Content within such Product(s) wherein it may be used on a worldwide basis, by any means used now or devised hereafter and allow others to do so, subject to the terms of this Agreement. This means that the User shall be allowed to disseminate the Product containing the Content.

    4. The Website grants the User a non-exclusive, worldwide and perpetual right and license to use, copy, reproduce and display (digital reproduction) the Product on social media, website, in advertising (online and offline).

    5. The Website grants the User a non-exclusive, worldwide and perpetual right and license to physically print as a part of product labelling and packaging, letterhead and business cards, advertisements in physical and print media or billboards, subject to a limitation on the number of prints as may be specified by the Website in respect of the specific Content that has been purchased by the User. The Content can be used as a part (not the entirety) of product labelling and packaging, etc.

  2. Upon payment of the applicable fees for the Content and continuous compliance with the terms and conditions of this Agreement, the Soulcurry hereby grants You a license to use the Footage subject to the terms contained herein:

    1. The Website grants the User a non-exclusive, worldwide and perpetual right and license to use the Footage or content on websites or webpages.

    2. The Website grants the User a non-exclusive, worldwide and perpetual right and license to use the Footage as part of multi-media production(s), which incorporates the Footage together with other substantially independent created artistic work, which is created by you or for you over which you hold all right, title and ownership on a sole or joint basis for personal or commercial use (‘Production) that can be disseminated to a certain number of people, as may be specified by the Website in respect of the specific Footage that has been purchased by the User. A Production is created by incorporating Footage into independently created multi-media production by the User, which can be further used by the User subject to dissemination to a maximum number of people as may be decided by the Website.

If the Content or Footage does not grant you the rights that you seek, please contact us at care@knot9.com.

3. LICENSE RESTRICTIONS

The User shall not use the Content or the Footage to:

  1. Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of any other person or entity;

  2. Engage in any activity that interferes with or disrupts access to the Website or the services provided therein (or the servers and networks which are connected to the Website);

  3. Impersonate any person or entity, or falsely state or otherwise misrepresent their affiliation with a person or entity;

  4. Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever under any law, rule or regulation currently in force; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;

  5. Infringe the copyright, patent or trademark of another person or legal entity;

  6. Portray any person depicted in the Content or the Footage in a way that a reasonable person would find offensive, including but not limited to a connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; or in connection with the advertisement or promotion of tobacco products, alcohol, gambling or narcotics; or in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; or as suffering from, or medicating for, a physical or mental ailment; or engaging in immoral or criminal activities that are against the public policy of India.

  7. Use Content and Footage other than as expressly provided by the license you purchased with respect to such Content or Footage.

  8. Falsely represent, expressly or by way of reasonable implication, that any Content or Footage was created by you or a person other than the copyright holder(s) of that Content or Footage, namely the Website.

  9. Use "stills" derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Footage with a specific averment made to that effect.

  10. Our Agency plan comes with unlimited downloads, but SoulCurry reserves the right to review usage of “unlimited” plans to ensure Fair Use and reserves the right to, at any time, take the actions without notice to You. SoulCurry would review your usage if downloads crosses a cap of one thousand (1000) downloads per billing cycle.

4. COMPLIANCE WITH LAWS

You agree that You shall use the Content and Footage solely in a manner that complies with all applicable laws in the jurisdictions in which You use the Content and Footage, including, but not limited to, any applicable restrictions concerning copyright and other intellectual property rights, and in respect of any and all legal or illegal purposes of use of the Content and Footage. You must comply with all applicable laws and regulations (including those relating to the import and export of products or services.

5. INTELLECTUAL PROPERTY INDEMNIFICATION

You will indemnify and hold Soulcurryharmless from any third party claim brought against the Soulcurry claiming that the Content or Footage infringes or misappropriates patent, copyright, trademark, trade secret, or other intellectual property rights of a third party due to modifications or usage by You, or due to any breach of this Agreement or due to breach of any license terms by You. We own the images or content and all intellectual property rights in and to it.

6. INDEMNIFICATION

You shall indemnify and hold the Soulcurry harmless from claims, liabilities, damages, cost (inclusive of all Legal Costs), expenses arising out of:

  1. Any willful default or negligent act committed by You or any of Your officials or employees in relation to the performance of this Agreement.

  2. Any breach of third party rights.

  3. Non-compliance with law in case of any notice, summons or memorandum or consumer complaint received from any Statutory Authority or in the event of institution of litigation against You for default, or any non-compliance with laws that are directly attributable to You, and You shall indemnify the Soulcurry against any awarded damages, compensation or reasonable legal fees arising out of such default or non-compliance thereof directly attributable to You.

7. DISPUTE RESOLUTION

In the event that there is a dispute under the terms of this Agreement and the Parties are unable to arrive at a resolution within 60 calendar days, the Parties agree that they will submit to a binding confidential arbitration to be held in Faridabad, India and conducted by a sole arbitrator, jointly appointed by the Parties. The Parties agree and acknowledge that all provisions of this Agreement, including confidentiality provisions, shall be binding up through the end of this arbitration process. Costs of the arbitration shall be borne equally by all Parties to the arbitration.

8. CHOICE OF LAW AND VENUE

This Agreement shall be governed by the laws of India.. You hereby consent to personal jurisdiction of the competent courts of Faridabad, India

9. COMPLETE AGREEMENT

This Agreement including any addendum or amendment ) is the entire agreement between you and the Soulcurry relating to the Content and Footage and it supersedes all prior or contemporaneous oral or written communications except for the Terms of Service and Privacy Policy of the Website with respect to the Content or Footage or any other subject matter covered by this Agreement. We may terminate this Agreement upon seven days’ written notice to You by email or any other communication.

10. SEVERABILITY

If any provision of this Agreement or any part thereof shall for any reason be held to be invalid or unenforceable in any respect, then such invalid or unenforceable provision or part shall be severable and severed from this Agreement and the other provisions of this Agreement shall remain in effect.

11. AMENDMENT

No amendment, supplement or modification of this Agreement is binding after use of the Content or Footage unless approved by all Parties hereto in writing, and any amendment, supplement, modification, or approval so approved shall be binding upon each of the Parties.

12. WAIVER

Any waiver of any breach or default under this Agreement shall only be effective if in writing signed by the party against whom the waiver is sought to be enforced, and no waiver shall be implied by any other act or conduct or by any indulgence, delay or omission. Any waiver shall only apply to the specific matter waived and only in the specific instance in which it is waived.

13. NON-TRANSFERABILITY

you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, any of the Content or Footage or the right to use Content or Footage. If you become aware that any websites use any Content or Footage in a manner that violates your license, you agree to remove all derivative works incorporating such Content or Footage from such website, and to promptly notify Us. If you become aware of any unauthorized duplication or use of any Content or Footage, please notify us at care@knot9.com.

In no event will the total aggregate liability of the Website to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Website and/or Content/Footage contained thereon exceed the monetary amount actually received by the Website from you for the applicable Content/Footage license.

Disclaimer of All Other Warranties. Soulcurry is not making any other express or implied warranties (including any implied warranties of infringement, quiet employment, merchantability or fitness for a particular purpose.

We provide the images, footageor content “as is,” with all its faults, defects, and errors, and without any warranty. (What is this for. Shouldn't this include footage also, as right now we are only dealing in footage).