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License agreement

To the Wavebreak media user:

The following is a legal agreement between you and Wavebreak Media Ltd, also commonly know in its shortened version as ‘Wavebreak Media’ or ‘Wavebreak’. You are advised to read this agreement very carefully before downloading any Wavebreak ‘Media Digital Media Files’ or any other content from our site.

By using any Wavebreak Digital Media files as defined below, whether it is by download, by Beta Tape, by CD ROM, DVD or any other medium, you agree to be bound by the terms of agreement.

Wavebreak reserves the right to change any of the terms of this agreement at any time, and you agree to be bound by such changes. Notification of changes to the agreement will be posted on our website. If you do not agree to the following terms, do not download or use any Digital Media files and cease using this website. Your failure to comply with the terms hereof could result in the immediate termination of your account.

section one

Definition of terms

As termed in this agreement, ‘Digital Media files’ is defined, as any moving images, animations, films, still images, videos or other audio/visual representations , recorded in any format that are controlled by or obtained, directly or indirectly, from Wavebreak Media.

‘We’ are Wavebreak Media Ltd also commonly know in the shortened version as, ‘Wavebreak Media’ or ‘Wavebreak’.

In this agreement ‘you’, ‘customer’ or ‘client’ means you. If you are entering into the license granted hereunder for the benefit of, and/or as an agent on behalf of an employer you agree that the agent or employer has consented to agree to all the terms hereunder. Should you cease employment with your employer this agreement is still applicable to your employer.

‘Restrictions’ indicate some of the specific uses that are not allowed. Any use of Digital Media files not expressly permitted by this agreement is not allowed.

"Submitters" – Are providers of stock materials to Wavebreak Media.

‘Rights managed’ means digital media files licensed for a fee on a per use basis and expressly marketed as rights managed or ‘RM’ by Wavebreak Media.

‘Royalty Free’ means digital media files licensed for a flat rate fee and for use in a number of ways which are expressly defined under the terms of royalty free usage.

‘Editorial Licensed Material’ or ‘Editorial’ means Licensed Material relating to events that are newsworthy or of public interest and that are licensed for use in an editorial manner.

section two

Terms of Agreement

All Digital Media Files on the Wavebreak website are protected by Irish and international copyright laws and treaties.

Wavebreak and/or the various artists and/or entities that provide Digital Media Files to Wavebreak own all rights, including the copyrights in and to the Digital Media Files. Wavebreak and/or its Submitters reserve all rights in and to the Digital media files not expressly granted to you by the terms of this license. Your rights to use any Digital Media Files are subject to this license agreement and are conditioned upon your payment to Wavebreak Media for your use of the Digital Media Files.

By this Agreement, Wavebreak Media grants you a personal, non-exclusive, non-transferable, right to use, modify and reproduce the Digital Media Files by incorporating it into a derivative work such as an advertisement, videogram, multimedia presentation, feature film, documentary or internet website. All licenses are granted on condition that payment has been made in full for the relevant Digital Media Files.

Wavebreak media reserve the right to change or modify this agreement at a later date. Wavebreak media agree to post notice of this change. Wavebreak Media will Endeavour to send notice of the contact details that have been provided by you to give notice of any changes in this agreement.

section three

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 Digital Media Files 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 Digital Media Files have been altered or changed significantly.

Under no circumstances can the Digital Media Files 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.

The Digital Media Files may not comprise more than 25% of the length of the finished work. This stipulation applies even if the digital media files have been altered significantly.

You may not share the Digital Media files with users 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 Digital media files to another person or company. The files are only allowed to be used on one computer at one time unless by written agreement with Wavebreak Media.

You may not use the Footage in any way that might be considered defamatory, libelous, obscene, immoral or illegal. This includes use of the Footage in a way that places any person in the Footage in a negative light or depicts them in a way that they may find offensive such as the use of the digital media files in; pornography; tobacco ads; ads for escort, dating or similar services; political endorsements, birth control products. You may not use the Digital media files to slander, libel to vilify a person. You may not use the Digital media files to slander, libel to vilify a race, culture, or religion. You may not use the Digital media files 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 digital media files on canvas, paper or any other medium. You may not also make printed reproductions of digital media files. You may not use automated programs to download footage. You may not put any digital media files on Internet bulletin boards.

You may not use any Digital Media files (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 Digital Media in any way which implies an association with or an endorsement by the owner(s) of such trademarks.

Wavebreak media clearly highlights Digital Media files with model releases and/or property releases on www.wavebreakmedia.com website. Any Digital Media files that contain images of individuals and for which no model release is available, will be marked "editorial". Editorial Licensed Material" means Licensed Material relating to events that are newsworthy or of public interest and that is licensed for use in an editorial manner. Wavebreak Media does not otherwise provide any trademark or copyright clearances or model or property releases with respect to the Digital Media Files 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 Digital Media files. You shall be solely responsible for determining whether one or more clearances or releases are required in connection with any proposed of the Digital Media Files. You acknowledge that some jurisdictions prevent the use of a person's image, likeness or property for commercial purposes without their written consent. Wavebreak Media 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 Footage.

When incorporating the Digital Media files in print, film, broadcast productions, or video products, you shall provide Wavebreak Media with a copyright credit as follows:

"Additional Media provided by Wavebreak Media Ltd, Used by Permission"

section four

Should you receive notice, verbal or written, from Wavebreak Media or if you learn that any of Wavebreak Media’s digital files is subject to an actual claim or a threatened claim of infringement, or any other claim for which Wavebreak Media may be liable, you will remove the Footage from your computer systems and storage devices, and, if possible, cease any future use of the removed Footage at your own expense. If Wavebreak Media removes any Digital Media Files for any reason form its library you will do so also by deleting the files. Wavebreak Media shall provide you with replacement Digital Media Files free of charge, but subject to the other terms and conditions of this agreement.

This contract will be governed by and construed in accordance with the laws of the Republic of Ireland. You hereby consent to the personal jurisdiction of the Irish courts located within 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.

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.

Unless otherwise stated in the invoice you are only granted a license of the use of rights managed digital media files for one year from the date of payment of the invoice. You are not granted the license until the payment has been received.

section five

In the event of you breaking any of the terms of agreement, Wavebreak Media has the right to immediately terminate you account without any notice. 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 your agree to immediately cease to use any digital media files purchased from Wavebreak media and delete all copies of digital media files in your possession.

Wavebreak media makes no rights and no warranties or representations to the legality or validity of any release associate with any digital media files except as outlined in this document. Wavebreak media 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 digital media files.

You agree that you are aware that you should seek legal advice before the use of any digital media files supplied by Wavebreak media.

WAVEBREAK MEDIA WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITITIVE OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION. DAMAGES, FOR LOSS OF PROFITS, BUSINESS INTERRRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNINARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE DIGITAL MEDIA FILES. WAVEBREAK MEDIA’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PARTICULAR DIGITAL MEDIA FILES.

THE DIGITAL MEDIA FILES ARE PROVIDED WITHOUT REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENATOINS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS OF A PARTICULAR PURPOSE.

WAVERBREAK MEDIA DOES NOT REPRESENT OR WARRANT THAT THE DIGITAL MEDIA FILES WILL MEET YOUR REQUIREMENTS OR THAT IT’S USE WILL BE UNIINTERERUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE VALIDITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE DIGITAL MEDIA FILES PROVE DEFECTIVE, YOU (AND NOT WAVEBREAK MEDIA) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

YOU AGREE TO INDEMNIFY AND HOLD WAVEBREAK MEDIA, ITS LISCENSORS, AND THEIR AGENTS AND EMPLOYEES, HARMLESS FROM AND AGAINST ANY CLAIMS, DEMANDS, LOSSES, DAMAGES, LIABILITES OR EXPENSES OF ANY KIND FROM YOUR USE OF THE DIGITAL MEDIA FILES IN ANY FORM, AND BREACH OF TERMS AND CONDITIONS OF THIS AGREEMENT, OR NEGLIGENT ACT, OMISSION OR WILLFUL MISCONDUCT.