The following section is a summary and not a substitute for the full licence, which is detailed below this section.
Backgrounds = Photos, vector images or other materials supplied by us featuring backgrounds for use with green screen photographs.
Project Files = PhotoKey project files
Model Images = Footage containing a person or persons
Content = All of the above (Backgrounds, Model Images and Project Files)
You are free to:
Use the Backgrounds and Project Files for post-production purposes
Use Model Images for illustrative and demonstration purposes
Under the following terms:
Unlimited use of Backgrounds and Project Files for personal and commercial use
Unlimited use of Model Images for illustrative and demonstration purposes only
Non-defamatory use only
You may not:
Re-distribute or sell the Content provided
Imply endorsement by PhotoKey or related parties
This is a legal agreement between you and FXHOME Limited and determines the terms and conditions under which you are permitted to use the Content (as defined below). By downloading the Content you agree to be bound by these Terms.
We reserve the right to make changes, additions, corrections and edits to these Terms in separate parts or in whole at any time and you agree to be bound by such changes. Such changes are legitimate and effective from the moment of their publication.
The following definitions shall apply in this agreement:
- “Backgrounds” means any photos, vector images or other materials supplied by us featuring backgrounds for use with green screen photographs;
- “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in England are open for business;
- “Content” means the content made available by us to you for download, the use of which is licensed to you under, and subject to, these Terms and which may include Backgrounds, Model Images and Project Files;
- “Fee” means the licence fee payable by you which shall be inclusive of VAT (where applicable);
- “Intellectual Property Rights” means copyright and related rights, moral rights, trade marks, patents, business names and domain names, goodwill and the right to sue for passing off, rights in designs, database rights and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
- “Model Images” means all images (in any format) containing a person or persons;
- “Project Files” means the PhotoKey templates;
- “Terms” means the terms and conditions set out in this agreement;
- “use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of;
- “we”, “us”, “our” means FXHOME Limited; and
- “you”, “your” means the individual, firm, company or organization which is entering into this legal agreement.
2.1 The Licensor hereby grants you a non-exclusive, non-transferable licence to use the Content in accordance with the Terms.
2.2 You acknowledge that the licence is non-transferable and you undertake not to grant any sub-licences or any form of licence permitting a third party to exercise the rights granted to you under this agreement. If you are purchasing on behalf of a firm, company or organisation then that firm, company or organisation can use the Content. In that case, you represent and warrant that you have full legal authority to bind your firm, company or organisation to these Terms. If you do not have that authority, then your firm, company or organisation may not use the Content.
2.3 You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of you rights and obligations under this agreement
2.4 Except as expressly provided for in clause 4.1 below (restrictions on the use of Model Images) the licence granted to you allows you to use the Content for personal and commercial use.
2.5 The licence granted to you shall be perpetual (subject to clause 8 below) and you can use the Content in an unlimited number of projects subject always to your ongoing compliance with these Terms.
3. Intellectual Property Rights
3.1 You acknowledge and agree that all Intellectual Property Rights in the Content subsisting in any part of the world is owned by and vests absolutely in us (except where expressly stated that Content has been supplied to us by a third party owner).
3.2 The licence we grant to you does not assign ownership of any Intellectual Property Rights in the Content.
4. Prohibited Uses – Model Images only
4.1 You acknowledge and agree that where we have licenced the use of Model Images to you that such Model Images can only be used for illustrative and demonstration purposes and must not be used for any wider commercial purposes (including commercial campaigns).
4.2 Further to clause 4.1, and for the avoidance of doubt, illustrative and demonstration purposes would allow you to use the Model Images to test and practice with the functionality of our software. We also permit you to upload any such test project to social media or online provided always that you state clearly that the finished project is a demo version using Model Images licenced by us.
4.3 You must not use Model Images in any manner that would portray the subject of that image in an unflattering or unduly controversial light.
4.4 Any use of Model Images in contravention of this clause 4 will be deemed a material breach of your licence.
5. Prohibited Uses - General
5.1 You must not use the Content in any of the following manners:
- 5.1.1 in any illegal, pornographic or defamatory material, broadcast or other publishing or communication;
- 5.1.2 in any manner that would bring us into disrepute or would be harmful to our reputation and business interests;
- 5.1.3 in any fashion that allows a third party to access the Content;
- 5.1.4 in a manner that infringes our Intellectual Property Rights;
- 5.1.5 in a way that competes with our business;
- 5.1.6 in any way that allows others to download, extract, or redistribute Content as a standalone file;
- 5.1.7 as part of or incorporated into a logo, trademark, design mark, tradename, business name, service mark;
- 5.1.8 in a manner that would falsely represent that you are the author of a work that is made up largely of Content; and
- 5.1.9 in connection with any goods or services intended for resale or distribution where the primary value lies in the Content itself including, without limitation cards, stationery items, paper products, calendars, posters, CDs, DVDs, mobile applications.
6. Free Content
6.1 From time to time we may (at our absolute discretion) make certain Content available to you to download and use free of charge.
6.2 For the avoidance of doubt your use of any free Content is, and remains at all times, subject to these Terms and you shall not use any free Content in a manner which is not compliant with these Terms.
7.1 We reserve the right to monitor downloads made by you and your user activity to ensure compliance with these Terms.
8.1 You have a 14 day period from the date you enter into this licence to change your mind and cancel the licence for a refund of the Fee.
8.2 To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement in email.
8.3 If you have already commenced any download of Content prior to your cancellation we reserve the right to deduct from your refund a proportionate amount to reflect the Content already downloaded by you.
9.1 We may terminate this agreement with immediate effect at any time if you breach any of the provisions of your licence and these Terms or fail to pay the Fee due to us.
9.2 On termination of this agreement pursuant to clause 9.1 all rights and licences granted to you shall cease.
9.3 On expiry or termination of this agreement for any reason you must immediately cease using the Content, delete or destroy any copies and, if requested, confirm to us in writing that you have complied with these requirements.
10. Content withdrawal
10.1 In limited situations we may need to discontinue licensing an item of Content at any time at our sole and absolute discretion. This may be, for example, where we are required to do so for legal reasons.
10.2 In the event that we do discontinue any particular item of Content we may require you to immediately and at your own expense cease use of that Content and to delete or destroy any copies that you hold of the Content. We will use reasonable endeavours to provide you with replacement Content determined at our reasonable commercial judgment free of charge, subject to these Terms.
11. Limitation of Liability
11.1 To the fullest extent permitted by law, we shall not be liable to you for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from your exercise of the rights granted to you under this licence agreement.
11.2 You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) that we suffer or incur arising out of or in connection with:
- 11.2.1 your exercise of your rights granted under this agreement;
- 11.2.2 any breach or negligent performance or non-performance of this agreement by you; and
- 11.2.3 our enforcement of this agreement.
11.3 Nothing in these Terms shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
14.1 All notices required to be sent to us under these terms should be sent via email to info@FXHOME.com. All notices to you will be sent via email to the email set out in your account.
14.2 Any notice sent pursuant to clause 14.1 above shall be deemed to have been received on the next Business Day after it has been sent.
15. Inadequacy of damages
15.1 Without prejudice to any other rights or remedies that we may have, you acknowledges and agrees that damages alone would not be an adequate remedy for any breach by you of these Terms and we shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms.
16. Governing Law and Jurisdiction
16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).