STANDARD LICENSE AGREEMENT
The Service provides tools and functionality to allow you to create designs incorporating Wave Break Content and/or Third Party Content (available via the Service) and/or your own User Content (“New Designs”) and to download, share and post these New Designs to social media or other advertising mediums.
You may do so under the conditions of license contained herein.
Please read and review this User License Agreement carefully before downloading or sharing any New Designs made through the Service. You agree to be bound by this User License Agreement and pay the applicable fee before the license is granted.
Wave Break reserves the right to make changes to the User License Agreement at any time and once these changes are made, if you export, share or download a design or piece of Content made in the Service you will be bound by the changes. Any changes to the User License Agreement will be notified to you in advance.
All stock media on this Service is protected by Irish, international and USA copyright laws and treaties. Wave Break owns all title and interest as well as copyright to the Wave Break Content you find on the Service. Third Party Content is either owned by third party partners or the providers and submitters of Content to them. Wave Break and its partners and their contributors reserve all rights not expressly granted to you by the terms of this User License Agreement. The license to use any Content is conditional on either (i) your payment of the licensing fee for any paid Content or (ii) in the case where free Content is made available, the license is conditional on you having provided a credit attributing the Content to Wave Break as prompted by the Service. It is expressly agree herein that the terms and conditions of this User License Agreement, including but not limited to the restrictions of use, apply to all Content regardless of whether it is paid or free Content.
For any use of the Content without crediting Wave Break, you must purchase a subscription (hereinafter, the “Subscription”) on the Service. Wave Break reserves the right to use software to monitor whether you have fulfilled your obligations to apply a credit to free Content and to request a remedy if you have not done so. The licensing rights under this User Licence Agreement will end automatically without any notice if you breach any of its terms. In case of termination of the license, you shall cease using Content which has been acquired either by payment of free of charge and you will destroy every copy, whether total or partial, thereof.
The license to use Wave Break Content and Third Party Content is only granted for use within a New Design. No right is granted for use of the Wave Break Content or Third Party Content as a standalone item. Stock media bought must be integrated into other design elements in order to be licensed as a New Design under the terms of this User License Agreement. You are prohibited from downloading any of the individual elements of the Wave Break Content and Third Party Content as standalone items. This includes the downloading of individual components, which include but are not limited to; still images, audio/visual representations, text, fonts, clipart, design elements, vectors, graphics, animations, videos in any format that are controlled by or obtained, directly or indirectly, from WaveBreak and/or the Service.
You understand and agree that Wave Break may at its sole undertaking:
- Monitor anything you export for compliance or violation with the licensing terms.
- Embed Digital Rights Management software to enable it to track image usage and compliance with licensing terms.
- Save a copy of your design creations and use these as part of our Digital Rights Management compliance software.
- Terminate your account for non-compliance of the terms of this licence whereby you will lose all rights to stock media or any other design, work or interaction you have had with the Service.
- See remedies for any violation of the terms of the licence either directly or through its copyright protection partner(s).
By this User License Agreement, Wave Break grants you, a non-exclusive, non-transferable, right to use and reproduce Content in the following ways, subject to the limitations set forth herein and in Section Three hereof:
- On web sites.
- As prints, posters and other reproductions which are for non-commercial use and display, which is not for download, resale or distribution.
- On business cards, business letterheads, brochures, and on business pop up displays for use in trade shows, provided that no individual design is reproduced more than 500,000 times.
- In the artwork for the packaging of any product provided that the print and/ or manufacturing run does not exceed Five hundred thousand (500,000) copies.
- In multimedia presentations and incorporated into film and video for television and/or internet broadcast.
As CD or DVD cover art and/or artwork, provided that the manufacturing or print run of such CDs or DVDs does not exceed five hundred thousand (500,000) copies.
- As part of editorial or advertising in textbooks, newspapers, books, book covers, magazines, provided that the print or manufacturing run of such items does not exceed five hundred thousand (500,000) copies.
- In eBooks, provided that downloads are less than five hundred thousand (500,000) downloads.
You do not have the right to grant further sublicenses, however, you shall have the right to transfer files containing the work or permitted derivative works to employees, or subcontractors, provided that such employees and subcontractors agree to abide by the restrictions of this agreement.
In the normal course of workflow, you may also convey to a third party temporary copies of the Content that are integral to the work product. You may create a digital library, network configuration or similar arrangement to allow the Content to be viewed by employees, partners and clients.
In the event that you create a derivative work based on or incorporating Wave Break Content, all rights in and to such Images shall continue to be owned by Wave Break Media subject to your rights to use such Image(s) pursuant to the terms and limitations set forth herein. All other rights in the Content are expressly reserved by Wave Break.
All other rights not expressly licensed in this agreement are expressly reserved by Wave Break. Any other uses not listed need to be approved in writing By Wave Break Media.
RESTRICTIONS ON RESALE OF DIGITAL MEDIA FILES
You may not use the digital media files in anyway other than specified in Section Two above.
The Content and any derivative work thereof may not, in whole or in part, be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into or otherwise made available as templates, standalone backgrounds, stock elements, effects imagery elements, downloadable files or screen savers. These restrictions apply even if the Content has been altered or changed significantly or contains your own uploaded Content.
Under no circumstances can the Content and any derivative work, partly or wholly be included in any other media/stock product, collection, set of clips, or library, for distribution or resale.
It is expressly agreed as part of this licence that any Content exported, downloaded or shared through use of the Service, even if it only contains your own uploaded Content, will never be sold as stock media.
You may not share the Content with users, outside of those highlighted in Section Two, by providing access to shared disk, networking of computers or allowing access to internet server folders. You agree to take all steps to prevent third parties from infringing the terms outlined above.
You are prohibited from lending, sub licensing, renting, or donating the Content to another person or company. The files are only allowed to be used on one computer at one time unless by written agreement with Wave Break.
You may not use the Content in any way that might be considered defamatory, libellous, obscene, immoral or illegal. This includes use of the Content in a way that places any person in the Content in a negative light or depicts them in a way that they may find offensive including, but not limited, to the use of the Content in; pornography; tobacco ads; ads for escort, dating or similar services; political endorsements, birth control products. You may not use the Content to slander, libel to vilify a person. You may not use the Content to slander, libel to vilify a race, culture, or religion. You may not use the Content to slander libel or vilify a country, region, town, village or any other place.
You may not produce or otherwise create for resale or distribution, any portion of the Content on canvas, paper or any other medium. You may not also make printed reproductions of Content. You may not use automated programs to download Content. You may not put any Content on Internet bulletin boards.
You may not use any Content (in whole or in part) as a trademark, logo or an element thereof. All trademarks and service marks remain the exclusive property of the trademark or service mark owner. You may not alter incidental trademarks or logos contained in the Content in any way which implies an association with or an endorsement by the owner(s) of such trademarks.
Wave Break clearly highlights Content subject to model releases and/or property releases on the www.wavebreakmedia.com website. Any Content that contains images of individuals and for which no model release is available, will be marked “editorial”. “Editorial Licensed Material” means Content relating to events that are newsworthy or of public interest and that is licensed for use in an editorial manner. Wave Break does not otherwise provide any trademark or copyright clearances or model or property releases with respect to the Content and grants no rights and makes no warranties with regard to the use of, people, trademarks, name, trade dress or copyrighted designs or works of art or architecture depicted in any Content. You shall be solely responsible for determining whether one or more clearances or releases are required in connection with any proposed use of the Content. You acknowledge that some jurisdictions prevent the use of a person’s image, likeness or property for commercial purposes without their written consent. Wave Break makes no representations or warranties regarding whether or not any additional fees or payments may be due to any union, association or other organization or model depicted in any Content.
When incorporating the Content in print, film, broadcast productions, or video products, you shall use reasonable efforts procedures to provide Wave Break with a copyright credit as follows: “Additional Media provided by Wavebreak Media Ltd, Used by Permission”. Wave Break acknowledges that you may be limited in providing this credit due to policies and procedures outside of your control.
Notice of Infringement:
Should you receive notice, verbal or written, from Wave Break or if you learn that any of Wave Break’s Content is subject to an actual claim or a threatened claim of infringement, or any other claim for which Wave Break may be liable, you will remove the Content from your computer systems and storage devices, and, if possible, cease any future use of the removed Content at your own expense. If Wave Break removes any Content for any reason from its library you will do so also by deleting the files. Wave Break shall provide you with replacement Content free of charge, but subject to the other terms and conditions of this User Licence Agreement.
The agreement is effective until explicitly terminated; however, the agreement will terminate automatically without notice from Wavebreak Media if at any time you fail to comply with the terms agreed in this document.
In the event of insolvency, the appointment of a liquidator or bankruptcy, your account will may also be terminated without notice.
Upon termination of your account all licences granted to you under this Agreement shall cease and you agree to immediately cease to use any Content purchased from Wave Break and delete all copies of Content in your possession.
Limitation of Liability
Wave Break makes no rights and no warranties or representations to the legality or validity of any release associate with any Content except as outlined in this document. Wave Break makes no rights and makes no warranties to the use of names, people, patented copyrights, forms of intellectual properties, logotypes, copyrighted designs, trademarks, and works of art or architecture represented in the Content.
You agree that you are aware that you should seek legal advice before the use of any Content supplied by Wave Break.
The Content is provided without representation, warranty, or condition of any kind, either expresses or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness of a particular purpose.
Wave Break does not represent or warrant that the Content will meet your requirements or that its use will be uninterrupted or error free. The entire risk as to the validity and performance of the Content is with you. Should the Content prove defective, you (and not Wave Break) assume the entire risk and cost of all necessary corrections.
You agree to indemnify and hold Wave Break, its directors, its licensors, and their agents and employees, harmless from and against any claims, demands, losses, damages, liabilities or expenses of any kind from your use of the Content in any form, and breach of terms and conditions of this agreement, or negligent act, omission or wilful misconduct.
Applicable Law & Jurisdiction:
This contract will be governed by and construed in accordance with the laws of the Republic of Ireland. All actions, controversies and disputes arising from or relating to this agreement shall be heard and decided exclusively before the courts located within the Republic of Ireland. You agree to accept the exclusive jurisdiction of the Irish courts in any legal dispute regardless of conflicts of laws. This agreement shall not be governed by the United Nations convention on contracts for the international sale of goods, the application of which is expressly disclaimed.