Legals
EULA
PLEASE READ CAREFULLY BEFORE DOWNLOADING ANY CONTENT FROM THE WEBSITE [INSERT URL] (THE SITE):
This licence agreement (Licence) is a legal agreement between:
- you (Licensee or you); and
- the individual or business owner of the Content (Licensor, us or we). Content is defined below.
This licence agreement relates to:
- the specific material published on the Site in relation to which you have purchased a licence, which may include without limitation images, graphics, 2D and 3D artwork, and any text, information, data, content, executable code, audio or video material in whatever medium or form (Content); and
- the online or electronic documentation relating to the Content (if any) (Documentation).
We licence use of the Content and Documentation to you on the basis of this Licence. We do not sell the Content or Documentation to you. We remain the owners of the Content and Documentation at all times.
IMPORTANT NOTICE TO ALL USERS:
- BY DOWNLOADING THE CONTENT FROM THIS WEBSITE OR CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE, WHICH WILL BIND YOU AND YOUR EMPLOYEES (IF ANY). THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 4 AND CONDITION 5.
- IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE CONTENT AND DOCUMENTATION TO YOU, AND YOU MUST NOT DOWNLOAD THE CONTENT FROM THIS WEBSITE.
- THE TERMS OF THIS LICENCE APPLY TO YOU IN ADDITION TO THE MEMBER TERMS AND CONDITIONS [INSERT LINK TO MEMBER TERMS AND CONDITIONS], WEBSITE TERMS OF USE [INSERT LINK TO WEBSITE TERMS OF USE], ACCEPTABLE USE POLICY [INSERT LINK TO ACCEPTABLE USE POLICY] AND PRIVACY POLICY [INSERT LINK TO PRIVACY POLICY]. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS LICENCE, THE MEMBER TERMS AND CONDITIONS, WEBSITE TERMS OF USE, ACCEPTABLE USE POLICY AND ACCEPTABLE USE POLICY (ALL OF WHICH ARE INCORPORATED INTO THIS LICENCE BY REFERENCE), THE TERMS OF THIS LICENCE WILL PREVAIL.
- YOU WILL BE ABLE TO DOWNLOAD THE CONTENT UP TO THREE TIMES FOR A PERIOD OF UP TO SEVEN DAYS FROM ACCEPTANCE OF YOUR ORDER. THE DOWNLOAD LINK AND YOUR RIGHT TO DOWNLOAD CONTENT WILL EXPIRE AFTER IT HAS BEEN DOWNLOADED THREE TIMES OR AFTER SEVEN DAYS HAVE PASSED, WHICHEVER IS FIRST.
IMPORTANT NOTICE TO CONSUMERS:
- AS A CONSUMER, YOU HAVE THE RIGHT TO WITHDRAW FROM YOUR TRANSACTION WITHOUT CHARGE AND WITHOUT ANY REASON BEFORE DOWNLOADING THE CONTENT/DOCUMENTATION.
- HOWEVER, YOU WILL LOSE THE RIGHT TO CANCEL THE TRANSACTION ONCE YOU BEGIN TO DOWNLOAD THE CONTENT/DOCUMENTATION.
- THIS DOES NOT AFFECT YOUR CONSUMER RIGHTS FOR DEFECTIVE DOWNLOADED CONTENT/DOCUMENTATION.
You should print a copy of this Licence for future reference, as it contains important terms which apply to you.
- Grant and scope of licence
- In consideration of payment by you of the agreed licence fee for the Content (Licence Fee) and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Content and the Documentation on the terms of this Licence, as supplemented or varied by any additional licence terms specified by the Licensor as applying to the Content.
- You may:
- download, install and use the Content for the purposes set out in this condition 1.2 only on one CPU;
- provided it is used on only one computer at any one time, transfer the Content from one computer to another;
- provided you comply with the provisions in condition 2 below, make a single copy of the Content for back-up purposes only;
- use the Content for advertising and promotional projects, including in printed materials, product packaging, film and video presentations, advertisements and commercials, catalogues, brochures, and other promotional materials which are not themselves for resale or licence;
- use the Content in entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;
- use the Content in online or electronic publications, including web pages to a maximum of 1200 x 800 pixels for image or illustration content, or to a maximum of 640 x 480 for clip content;
- use the Content in hard copy materials such as prints and posters and other reproductions for personal use or promotional purposes specified in paragraph (d) above, but not for resale, licence or any other form of distribution; and
- use any Documentation in support of the uses permitted under this condition 1.2 and make a single copy of the Documentation if reasonably necessary for its lawful use.
- Restrictions
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- not to copy the Content or Documentation except where such copying is incidental to normal use of the Content, or where it is necessary for the purpose of back-up or operational security;
- not to resell, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Content or Documentation;
- not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Content nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Content with another software program, and provided that the information obtained by you during such activities:
- is used only for the purpose of achieving inter-operability of the Content with another software program; and
- is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- is not used to create any content which is substantially similar to the Content;
- to keep all copies of the Content secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Content;
- to supervise and control use of the Content and ensure that the Content is used by your employees and representatives (if any) in accordance with the terms of this Licence;
- to include our copyright notice on all entire and partial copies you make of the Content on any medium;
- not to provide or otherwise make available the Content in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees (if any) without prior written consent from us;
- not to use the Content via any communications network or by means of remote access;
- not to use the Content in design template applications intended for resale (whether online or not);
- not to use the Content in any posters (printed on any medium whatsoever) or other items for resale, licence or other distribution for profit;
- not to use any of the Content as part of a trade mark, design, trade name, business name, service mark, or logo;
- not to incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
- not to use the Content in a fashion that is considered either by the Licensor (acting reasonably) or under applicable law, as pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring the Licensor or any person or property reflected in the Content into disrepute;
- not to use or display any Content that features a model or person in a manner that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (except where accompanied by a statement that indicates that the Content is being used for illustrative purposes only and any person depicted in the Content is a model), that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;
- not to install and use the Content in more than one location at a time, or post a copy of the Content on a network server or web server for use by other users;
- not to use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.
- Intellectual property rights
You acknowledge that all intellectual property rights in the Content and the Documentation anywhere in the world belong to us, that rights in the Content are licensed (not sold) to you, and that you have no rights in, or to, the Content or the Documentation other than the right to use them in accordance with the terms of this Licence.
- Limitation of liability if you are a business user
- You acknowledge that the Content has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Content as described in the Documentation or on the Site meet your requirements.
- If you are a business customer, we only supply the Content and Documentation for internal use by your business, and you agree not to use the Content or Documentation for any re-sale purposes.
- We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss or corruption of data or information;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
- Other than the losses set out in condition 4.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee for the Content in respect of which the liability in question arises. This maximum cap does not apply to condition 4.5.
- Nothing in this Licence shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation;
- any other liability that cannot be excluded or limited by English law.
- This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Content and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Content and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
- Limitation of liability if you are a consumer user
- You acknowledge that the Content has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Content as described in the Documentation or on the Site meet your requirements.
- If you are a consumer, we only supply the Content and Documentation for domestic and private use. You agree not to use the Content and Documentation for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence, up to the amount specified in condition 5.4, but we are not responsible for any loss or damage that is not foreseeable Loss or damage is foreseeable if they were an obvious consequence of our breach, or if they were contemplated by you and us at the time we granted you the Licence.
- Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 150% of the Licence Fee for the Content in respect of which the liability in question arises. This does not apply to the types of loss set out in condition 5.5.
- Nothing in this Licence shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation;
- any other liability that cannot be excluded or limited by English law.
- Termination
- We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
- Upon termination for any reason:
- all rights granted to you under this Licence shall cease;
- you must immediately cease all activities authorised by this Licence;
- you must immediately delete or remove the Content from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Content and Documentation then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
- Communications between us
- If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post care of CGItems Limited at [INSERT E-MAIL ADDRESS]. We will confirm receipt of this by contacting you in writing, normally by e-mail.
- If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provided in your order for the Content.
- If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
- Events outside our control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 8.2.
- An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
- If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
- our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
- we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
- Other important terms
- We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
- You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
- If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf which is not set out in this Licence or any document expressly referred to in it.
- If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
- Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
- If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
- If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
PLEASE READ CAREFULLY BEFORE DOWNLOADING ANY CONTENT FROM THE WEBSITE [INSERT URL] (THE SITE):
This licence agreement (Licence) is a legal agreement between:
- you (Licensee or you); and
- the individual or business owner of the Content (Licensor, us or we). Content is defined below.
This licence agreement relates to:
- the specific material published on the Site in relation to which you have purchased a licence, which may include without limitation images, graphics, 2D and 3D artwork, and any text, information, data, content, executable code, audio or video material in whatever medium or form (Content); and
- the online or electronic documentation relating to the Content (if any) (Documentation).
We licence use of the Content and Documentation to you on the basis of this Licence. We do not sell the Content or Documentation to you. We remain the owners of the Content and Documentation at all times.
IMPORTANT NOTICE TO ALL USERS:
- BY DOWNLOADING THE CONTENT FROM THIS WEBSITE OR CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE, WHICH WILL BIND YOU AND YOUR EMPLOYEES (IF ANY). THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 4 AND CONDITION 5.
- IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE CONTENT AND DOCUMENTATION TO YOU, AND YOU MUST NOT DOWNLOAD THE CONTENT FROM THIS WEBSITE.
- THE TERMS OF THIS LICENCE APPLY TO YOU IN ADDITION TO THE MEMBER TERMS AND CONDITIONS [INSERT LINK TO MEMBER TERMS AND CONDITIONS], WEBSITE TERMS OF USE [INSERT LINK TO WEBSITE TERMS OF USE], ACCEPTABLE USE POLICY [INSERT LINK TO ACCEPTABLE USE POLICY] AND PRIVACY POLICY [INSERT LINK TO PRIVACY POLICY]. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS LICENCE, THE MEMBER TERMS AND CONDITIONS, WEBSITE TERMS OF USE, ACCEPTABLE USE POLICY AND ACCEPTABLE USE POLICY (ALL OF WHICH ARE INCORPORATED INTO THIS LICENCE BY REFERENCE), THE TERMS OF THIS LICENCE WILL PREVAIL.
- YOU WILL BE ABLE TO DOWNLOAD THE CONTENT UP TO THREE TIMES FOR A PERIOD OF UP TO SEVEN DAYS FROM ACCEPTANCE OF YOUR ORDER. THE DOWNLOAD LINK AND YOUR RIGHT TO DOWNLOAD CONTENT WILL EXPIRE AFTER IT HAS BEEN DOWNLOADED THREE TIMES OR AFTER SEVEN DAYS HAVE PASSED, WHICHEVER IS FIRST.
IMPORTANT NOTICE TO CONSUMERS:
- AS A CONSUMER, YOU HAVE THE RIGHT TO WITHDRAW FROM YOUR TRANSACTION WITHOUT CHARGE AND WITHOUT ANY REASON BEFORE DOWNLOADING THE CONTENT/DOCUMENTATION.
- HOWEVER, YOU WILL LOSE THE RIGHT TO CANCEL THE TRANSACTION ONCE YOU BEGIN TO DOWNLOAD THE CONTENT/DOCUMENTATION.
- THIS DOES NOT AFFECT YOUR CONSUMER RIGHTS FOR DEFECTIVE DOWNLOADED CONTENT/DOCUMENTATION.
You should print a copy of this Licence for future reference, as it contains important terms which apply to you.
- Grant and scope of licence
- In consideration of payment by you of the agreed licence fee for the Content (Licence Fee) and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Content and the Documentation on the terms of this Licence, as supplemented or varied by any additional licence terms specified by the Licensor as applying to the Content.
- You may:
- download, install and use the Content for the purposes set out in this condition 1.2 only on one CPU;
- provided it is used on only one computer at any one time, transfer the Content from one computer to another;
- provided you comply with the provisions in condition 2 below, make a single copy of the Content for back-up purposes only;
- use the Content for advertising and promotional projects, including in printed materials, product packaging, film and video presentations, advertisements and commercials, catalogues, brochures, and other promotional materials which are not themselves for resale or licence;
- use the Content in entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;
- use the Content in online or electronic publications, including web pages to a maximum of 1200 x 800 pixels for image or illustration content, or to a maximum of 640 x 480 for clip content;
- use the Content in hard copy materials such as prints and posters and other reproductions for personal use or promotional purposes specified in paragraph (d) above, but not for resale, licence or any other form of distribution; and
- use any Documentation in support of the uses permitted under this condition 1.2 and make a single copy of the Documentation if reasonably necessary for its lawful use.
- Restrictions
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- not to copy the Content or Documentation except where such copying is incidental to normal use of the Content, or where it is necessary for the purpose of back-up or operational security;
- not to resell, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Content or Documentation;
- not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Content nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Content with another software program, and provided that the information obtained by you during such activities:
- is used only for the purpose of achieving inter-operability of the Content with another software program; and
- is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- is not used to create any content which is substantially similar to the Content;
- to keep all copies of the Content secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Content;
- to supervise and control use of the Content and ensure that the Content is used by your employees and representatives (if any) in accordance with the terms of this Licence;
- to include our copyright notice on all entire and partial copies you make of the Content on any medium;
- not to provide or otherwise make available the Content in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees (if any) without prior written consent from us;
- not to use the Content via any communications network or by means of remote access;
- not to use the Content in design template applications intended for resale (whether online or not);
- not to use the Content in any posters (printed on any medium whatsoever) or other items for resale, licence or other distribution for profit;
- not to use any of the Content as part of a trade mark, design, trade name, business name, service mark, or logo;
- not to incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
- not to use the Content in a fashion that is considered either by the Licensor (acting reasonably) or under applicable law, as pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring the Licensor or any person or property reflected in the Content into disrepute;
- not to use or display any Content that features a model or person in a manner that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (except where accompanied by a statement that indicates that the Content is being used for illustrative purposes only and any person depicted in the Content is a model), that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;
- not to install and use the Content in more than one location at a time, or post a copy of the Content on a network server or web server for use by other users;
- not to use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.
- Intellectual property rights
You acknowledge that all intellectual property rights in the Content and the Documentation anywhere in the world belong to us, that rights in the Content are licensed (not sold) to you, and that you have no rights in, or to, the Content or the Documentation other than the right to use them in accordance with the terms of this Licence.
- Limitation of liability if you are a business user
- You acknowledge that the Content has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Content as described in the Documentation or on the Site meet your requirements.
- If you are a business customer, we only supply the Content and Documentation for internal use by your business, and you agree not to use the Content or Documentation for any re-sale purposes.
- We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss or corruption of data or information;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
- Other than the losses set out in condition 4.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee for the Content in respect of which the liability in question arises. This maximum cap does not apply to condition 4.5.
- Nothing in this Licence shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation;
- any other liability that cannot be excluded or limited by English law.
- This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Content and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Content and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
- Limitation of liability if you are a consumer user
- You acknowledge that the Content has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Content as described in the Documentation or on the Site meet your requirements.
- If you are a consumer, we only supply the Content and Documentation for domestic and private use. You agree not to use the Content and Documentation for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence, up to the amount specified in condition 5.4, but we are not responsible for any loss or damage that is not foreseeable Loss or damage is foreseeable if they were an obvious consequence of our breach, or if they were contemplated by you and us at the time we granted you the Licence.
- Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 150% of the Licence Fee for the Content in respect of which the liability in question arises. This does not apply to the types of loss set out in condition 5.5.
- Nothing in this Licence shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation;
- any other liability that cannot be excluded or limited by English law.
- Termination
- We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
- Upon termination for any reason:
- all rights granted to you under this Licence shall cease;
- you must immediately cease all activities authorised by this Licence;
- you must immediately delete or remove the Content from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Content and Documentation then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
- Communications between us
- If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post care of CGItems Limited at [INSERT E-MAIL ADDRESS]. We will confirm receipt of this by contacting you in writing, normally by e-mail.
- If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provided in your order for the Content.
- If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
- Events outside our control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 8.2.
- An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
- If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
- our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
- we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
- Other important terms
- We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
- You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
- If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf which is not set out in this Licence or any document expressly referred to in it.
- If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
- Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
- If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
- If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.