All animations (“Animations”) created using the Calibur Designs or Partner platform are subject to the terms of this Licence, save where an Extended Animation Licence has been purchased.
If you have purchased products or services from a third party containing an Animation, then as between us and you, the terms of this Licence will apply to your use of such Animation. Such third party may have included additional terms and you should check your agreement with them.
1. WHO WE ARE AND HOW TO CONTACT US
1.1. Who we are. We are Calibur Designs, England and Wales. Our main trading and registered office is at 101 Charnwood Drive, Nuneaton, United Kingdom, CV10 0UE
1.2. You can contact us by emailing our customer service team at [email protected]
2. GRANT AND SCOPE OF LICENCE
2.3. We hereby grant to you a non-exclusive, non-transferable, global, royalty-free licence to use the Animation on the terms of this Licence.
2.4. You may:
2.4.1. use the Animation for your own internal business purposes;
2.4.2. make copies of the Animation;
2.4.3. modify, amend, transpose and otherwise make derivative works from the Animation (“Derivative Works”).
2.5. Where you create Derivative Works of the Animation, then you agree that the terms of this Licence shall apply to such Derivative Works save as expressly set out herein.
2.6. Your Animation may have been created using images or other elements uploaded onto our platform and not supplied by us (“Customer Materials”).
2.7. You acknowledge that all Intellectual Property Rights in the Animation, save as to any Customer Materials incorporated therein, belong to us and that the rights in the Animation are licensed (not sold) to you, and that you have no rights in or to the Animation other than the right to use it in accordance with the terms of this Licence.
2.8. We shall have no liability in respect of any Customer Materials.
2.9. We shall have no liability in respect of any modifications, amendments or changes made to the Animation by any person not undertaken on the Viddyoze platform.
3. TRANSFERS AND SUB-LICENSING
3.1. You are not permitted to assign this Licence to any other person without our prior written consent, and we may place conditions on such assignment including, but not limited to, the right to charge an administration fee.
3.2. You may not sub-licence this Licence other than as follows:
3.2.1. where you receive no payment for such sub-licence to the following:
18.104.22.168. your own group companies;
22.214.171.124. third parties only:
126.96.36.199.1. where such licence is necessary for your own internal business purposes; or
188.8.131.52.2. for the promotion of your business, products and/or services;
3.2.2. if you have, or a third party has, incorporated the Animation into another piece of work whereby the Animation (on its own, and when combined with any other animations licensed by us to you) is only incidental, and not a material part, of the subject matter of such work. Where reasonably practicable you will credit Calibur Designs with the creation of the Animations (for example by stating “Animations created using Calibur Designs”).
3.3. Where you have been licenced to use the Animation otherwise than directly by us (for example by a customer of ours who has purchased an Extended Animation Licence), you agree to give us all reasonable co-operation we may require to establish our ownership of, and your rights to, the Animation.
3.4. 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.
4. DURATION AND TERMINATION
4.1. This Licence shall endure unless and until:
4.1.1. you fail to make payment of any amount due to us from you, and fail to make payment within 14 days of the due date;
4.1.2. you use or otherwise exploit the Animation or any Derivative Work in breach of the provisions of this Licence; or
4.1.3. you sub-licence, or attempt to sub-licence, this Licence or any rights in the Animation or any Derivative Works in breach of the provisions of this Licence.
4.2. Upon termination of this Licence you must immediately cease using the Animation and delete all copies held by you other than one copy which may be retained solely for your internal records.
5. HOW TO CONTACT US
5.1. 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 at [email protected] or by pre-paid post to Calbur Designs, 101 Charnwood Drive, Nuneaton, United Kingdom, CV10 0UE.
We will confirm receipt of this by contacting you in writing, normally by e-mail.
6. OTHER IMPORTANT TERMS
6.1. 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.
6.2. Nothing in this Licence shall limit or exclude any statutory rights or remedies that you may have if you are a consumer, and are not using or exploiting the Animation for business purposes.
6.3. 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.
6.4. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law.
6.5. You irrevocably agree, for our sole benefit that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) brought by you and arising out of or in connection with this Licence or its subject matter or formation. Nothing in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.