End User Licence Agreement
This is an agreement between you or if you are accepting on behalf of your employer, you means that company, firm or other organisation (you) and Airviewonline.com Pty Ltd ACN 158 309 427 (Airview). This document applies to your use of the Licensed Material. By proceeding with your purchase or otherwise signifying your acceptance, you are agreeing to be bound by the terms of this document. You should print off and keep a copy of this document for your records.
1. Grant of licence
1.1 Airview grants to you a non-exclusive, non-transferable, non-sublicensable, worldwide licence to Reproduce the Licensed Material subject to the terms of this document (Licence).
1.3 The grant of Licence does not provide you with any title, or other proprietary rights in the Licensed Material and all copyright and intellectual property rights relating to the Licensed Material are retained by Airview or the supplier of the Licensed Material as the case may be.
2. Commencement and term
2.1 This document: (a) sets out the terms of the agreement between the parties; (b) commences when you purchase the Licensed Material, and will continue until it is terminated in accordance with this document.
3. Permitted uses of Licensed Material
3.1 You may only use the Licensed Material for the following Permitted Uses:
(a) marketing or advertising purposes including printed materials, packaging, presentations and commercials
(b) online or electronic publications including webpages
(c) entertainment purposes such as books and book covers (limited to a print run of up to 5,000 books and only one edition), magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations
(d) personal use or promotional purposes specified in clause 3.1(a) above, but not for resale, licence or other distribution, and
(e) any other uses approved in writing by Airview.
3.2 Only you are permitted to use the Licensed Material, although you may transfer files containing Licensed Material to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Licensed Material and cannot access or extract it from any file you provide.
4. Prohibited Uses and other Limitations on Licence
4.1 Unless otherwise stipulated in the Invoice, you may only use the Licensed Material within a single specified campaign. You may utilise the Licensed Material in any production process that may be necessary for the Permitted Use so long as any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Licensed Material.
4.2 You must not incorporate the Licensed Material (or any part of it) into a logo or trade mark without the prior written permission of Airview.
4.3 You must not reproduce the Licensed Material more than once within any design, editorial piece, advertisement or other medium.
4.4 You must not use the Licensed Material in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner or in a manner that infringes any third party intellectual property or privacy rights, whether directly or in context.
4.5 You may store the Licensed Material electronically to allow it to be viewed within your organisation but you must retain the copyright symbol, the name of Airview, the Licensed Material’s identification numbers and any other information that is visibly or invisibly embedded in the electronic files containing the original Licensed Material.
4.6 When the Licence Period ends, you must promptly delete the Licensed Material from your computer or other electronic storage system. Alternatively, you can login to the Site and renew the Licence Period.
4.7 You must not sub-licence or resell the Licensed Material or otherwise make the Licensed material available for use or distribution separately or detached from a product or web page.
4.8 You must not falsely represent, expressly or impliedly, that you are the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material.
4.9 If the Licensed Material is Reproduced on a website, you must post terms and conditions on that website that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
4.10 If the Licensed Material is Reproduced on a third party website, the rights granted by the document will be automatically revoked in the event that the third party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this document.
4.11 You must notify Airview immediately if you become aware of any unauthorised use, copying or Reproduction of any part of the Licensed Materials by any person.
4.12 You will permit Airview and its representatives to check the use of the Licensed Materials by you at all reasonable times.
5.1 Airview gives no representations or warranties whatsoever as to the existence of any model or property releases associated with the Licensed Material. You are solely responsible for obtaining all such releases and the Licence is conditional in each case on your obtaining them if they are required by you for your use of the Licensed Material.
5.2 Airview gives no representations or warranties whatsoever with respect to the use of names, trade marks, logos, uniforms, registered or copyrighted designs or artistic works depicted in Licensed Material.
In consideration for the Licence granted under this document by Airview to you, you must pay to Airview the Licence Fee in accordance with the payment terms set out in the Invoice.
7.1 The Licence will be terminated at the end of the Licence Period, or immediately without notice if at any time you fail to comply with any of this document’s terms including if you: (a) use or Reproduce the Licensed Material after having received notice of unauthorised use from Airview relating to the Licensed Material; (b) fail to pay the Licence Fee in full within the time specified in the Invoice; or (c) otherwise breach the terms of this document.
7.2 Upon termination, you must immediately cease using the Licensed Material for any purpose, and destroy the Licensed Material and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable). However this clause will not require you to destroy materials incorporating the Licensed Materials where such materials were printed before the end of the Licence Period, unless Airview has terminated the Licence for cause.
7.3 Upon notice from Airview, or upon your knowledge that any Licensed Material is subject to a threatened, potential or actual claim of infringement of another's right, you must immediately and at your own expense: (a) stop using the Licensed Material; (b) delete or remove the Licensed Material from your premises, computer systems and storage (electronic or physical); and (c) ensure that your clients, printers and ISPs do likewise.
7.4 Where clause 7.3 applies and the threatened, potential or actual claim of infringement has not been caused directly or indirectly by a breach of the terms of this document by you or a party acting on your behalf, Airview will provide you with replacement Licensed Material (which will be determined by Airview in its reasonable commercial judgment) free of charge but subject to the other terms and conditions of this document.
8. Warranty and limitation of liability
8.1 Airview does not warrant the accuracy of the captioning, keywording or any other information associated with the Licensed Material.
8.2 Airview warrants that it has all necessary rights and authority to enter into and perform its obligations under this document, and that your use of the Licensed Material in accordance with this document and in the form delivered by Airview (excluding any modifications, overlays or re-focusing by you) will not infringe on any copyrights or Moral Rights of any person or entity.
8.3 You may have the benefit of consumer guarantees under the ACL, and in such cases the following applies: Airview’s goods and services come with guarantees that cannot be excluded under the ACL: (a) you may be entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage; you may also entitled to have the goods or services repaired or replaced if the goods or services fail to be of acceptable quality and the failure does not amount to a major failure; and the benefits of this warranty are in addition to any rights and remedies imposed by Australian state and federal legislation that cannot be excluded.
8.4 Airview makes no other warranty, express or implied, including, without limitation, any implied warranty of fitness for a particular purpose.
8.5 In no event will Airview or any of its affiliates or suppliers of the Licensed Material, or the respective directors, officers, employees, shareholders, partners or agents of any of those parties be liable to you or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this document or otherwise related to this document or the Licence, for any incidental, indirect, punitive, exemplary, special or consequential loss, damage, costs, expenses or other claims whatsoever (including but not limited to damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) and whether caused by the negligence of Airview, its servants or agents or otherwise, which arises out of or in connection with this document or the Licence (including without limitation your use of, reliance upon, access to, or exploitation of the Licensed Material, or any part thereof, or any rights granted to you hereunder) even if Airview has been advised of the possibility of such damages, costs or losses. Airview will not be liable for any damages, costs or losses arising out of or as a result of modifications made to the Licensed Material by you or the context in which the Licensed Material is used by you. Airview’s maximum liability arising out of or in connection with your use of or inability to use the Licensed Material (whether in contract, tort or otherwise) will, to the extent permitted by law, be limited to 5 times’ the Licence Fee paid by you for the relevant Licensed Material. No action, regardless of form or nature, arising out of this document may be brought by or on behalf of you more than 2 years after the cause of action first arose.
8.6 Each provision of clause 8.3 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and will remain in force notwithstanding the termination of this document.
9.1 You agree to indemnify and hold harmless Airview, its suppliers of the Licensed Material and their respective parents, subsidiaries, successors, assigns, and all officers, directors, employees and agents thereof against any and all claims, damages, losses, expenses or costs, including but not limited to any reasonable legal fees, arising out of or as a result of claims by third parties relating to: (a) your use of any Licensed Material outside the scope of this document; (b) any other actual or alleged breach by you of this document, or (c) your failure to obtain any required release.
9.2 Notwithstanding any other term in this document, Airview will not be liable for any damages, costs or losses arising as a result of modifications made to the Licensed Material by you or the context in which the Licensed Material is used by you and you indemnify Airview against any related claims.
10.1 If any provision of these conditions is unenforceable it will be read down to be enforceable or, if it cannot be read down, the provision will be severed from these conditions without affecting the enforceability of the remaining provisions.
10.2 Airview’s failure to enforce any of the provisions of these conditions will not be construed as a waiver of any of Airview’s rights.
10.3 Airview may licence or sub-contract all or any part of our rights and obligations under this document without your consent; however, you may not licence or sub-contract any of your rights or obligations under this document.
10.4 Any amendments to the terms of this document must be agreed to by Airview in writing.
10.5 This document must be read and construed according to the laws of the state of New South Wales in Australia and the parties submit to the exclusive jurisdiction of that state.
11.1 In this document, unless the context otherwise requires:
- ACL means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
- Licensed Material means any photographic Licensed Material, illustration, animation, Flash file, film or video footage, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material
- Invoice means an invoice issued by Airview to you in respect of the Licence Fee payable.
- Licence Fee means the fee payable to Airview for the licence of Licensed Material to you and which fee is set out in the Invoice issued to you
- Licence Period is the period set out in the Invoice, or any extended period if you renew the Licence (in which case the Licence Period will be extended to the term set out in the renewal Invoice
- Moral Rights has the meaning given in section 189 of the Copyright Act 1968 (Cth).
- Permitted Derivative Work means an end product or service that has been created by or on behalf of you using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material
- Permitted Uses means the uses set out in clause 4.1 of this document.
- Reproduction and Reproduce mean downloading the Licensed Material and any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
- Site is the website located at https://airviewonline.com
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