License Agreement
This license agreement, together with any invoice (the “Agreement”) sets out the terms and conditions between you or the employer or other entity on whose behalf you are entering into this Agreement, as licensee (“You(r)” or “Licensee”) and Mockerie.io ABN 99 169 648 748 (“Us” or “Licensor”).
1. Ownership of Images
All Images on the Licensor’s website that has the domain name www.Mockerie.io are protected by Australian copyright law and international treaties. The Licensor and/or its contributors own or control all rights, including the copyrights in and to the Images. The Licensor and/or it Contributors reserve all rights in and to the Images not expressly granted to You in this Agreement.
2. Royalty-Free License Grant
Subject to the terms of this License Agreement, the Licensor grants Licensee a perpetual, worldwide, non-transferrable, non-exclusive right to reproduce, transmit and display, in whole or in part with respect to the Images identified on the Licensor’s invoice, an unlimited number of times, in any and all media, for all uses other than the restricted uses in Section 3 described below.
An unlimited number of seats or users may use the images within your organisation, provided all such users are either employees or agree in writing to be bound by this Agreement, and that you remain liable for all use by such additional users. Images may not be used for more than one client or customer at a time. You must purchase a separate license for each individual client or customer for whom or which You acquire or use images.
Licensee may alter, crop, modify or adapt the Images. Licensee may make a back-up copy of the content for internal back-up purposes provided the Licensor’s copyright and any Image identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement.
By using any Images, You grant the Licensor the right to display or reference any of Your work (including derivative works if the Licensee’s permission has been obtained to create derivative works pursuant to clause 3) using or incorporating such Images, in any reasonable marketing, educational, and or promotional purposes as an example of customer usage.
3. Restrictions on Image Use
Licensee may NOT without obtaining specific written consent (which may not be available):
- (i) Sublicense, sell, assign, convey or transfer any of its rights under this Agreement or create, sell or license derivative works, incorporating the images.
- (ii) Without obtaining the prior written consent of the Licensor and the payment of an additional licensee fee, include the Images in an electronic template intended to be used by third parties on electronic or printed products, or where the purpose is to create “on-demand” products, including but not limited to website designs, presentation templates, electronic greeting cards, business cards, t-shirts, mugs, calendars, posters, screen-savers or wallpaper for mobile devices or any other electronic or printed matter without obtaining a license for such purpose ( Images may NOT be incorporated into product packaging, merchandise for resale, or distribution where the Image has been modified, incorporated in a design, or in a derivative form).
- (iii) Sell, license or distribute its final product in such a way that permits Licensee’s end users to extract or access the Images as a stand-alone unmodified file where the size is in excess of 800 x 600 pixels.
- (iv) Incorporate the Images into a logo, trademark or service mark.
- (v) Distribute, post or upload the Images(s) online in a downloadable format if the file size is in excess of 800x600 pixels, or enable it to be distributed via mobile devices.
- (vi) Use any image in a pornographic, defamatory, libellous or otherwise illegal matter, whether directly or in context or juxtaposition with other subject matter and materials.
4. Licensee Indemnity
Licensee agrees to defend, indemnify and hold the Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses, arising out of or as a result of claims by third parties relating to Licensee’s use of any Image(s) outside the scope of this Agreement; modification of any Images or combination of any Images, with any text or other content, or any other breach by Licensee of this Agreement.
5. Representations, Warranties and Disclaimer
THE LICENSOR OFFERS THE IMAGES “AS IS” AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNNG THE IMAGES, EXPRESS, IMPLIED, STATUTORY, OR OTEHRWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHNTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OF OTHER DEFECTS, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS WHETHER OR NOT DISCOVERABLE.
6. Limitations of Liability
IN NO EVENT SHALL THE TOTAL AGGREGGATE LIABILITY OF THE LICENSOR OR ANY OF ITS SUBSIDIARIES, SUCCESSORS, PREDECESSORS, PARENTS, AFFILIATES, OR CONTENT CONTRUBUTORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ONTACTORS, OR LICENSORS OWED TO LICENSEE OR ANY THIRD PARTY CLAIMING THROUGH LICENSEE ARISING FROM THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, AND OR LICENSEE’S USE OF ANY IMAGES PROVIDED BY THE LICENSOR EXCEEED 2 TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY THE LICENSOR FOR THE USE OF THE APPLICABLE IMAGES.
7. Payment Terms
No licenses are granted until payment of the Licensor’s invoice is received.
8. Cancellation Policy
All licenses are final; no refunds or credits will be allowed.
9. Termination
The license contained in this Agreement will terminate automatically without notice from the Licensor if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the images; (ii) destroy or, upon the request of the Licensor , return the Images to the Licensor ; and (iii) delete or remove the Images from Licensee’s premises, computer systems and storage (electronic or physical).
10. Severability
If one or more of the provisions contained in the Agreement is found to be enforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected.
11. Governing Law
The laws of the State of Victoria govern this Agreement.
12. Waiver
No action of the Licensor, other than express waiver, may be construed as a waiver of any provision of this Agreement.
13. Entire Contract
This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorised representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by the Licensee, the terms of this Agreement shall govern.
