FULL LICENSE AGREEMENTS
1) Parties and Definitions
This is our License (the “License”). Our Standard License is written for you, the individual person who signed up for the account on one of our websites, not the entity or company you work for. Our Enterprise License is written for you and your entity or company.
For any Stock Files you obtain from us, you may incorporate them into any project, commercial or otherwise, including feature films, broadcast, educational, print, multimedia, games, merchandise, and the internet.
Once you incorporate a Stock File into your project, you can share your finished project freely, but you may not share the underlying individual Stock File as a standalone file with anyone who does not also have a LoPalo Art license. (That said, if you are working on a project and need to show someone else, such as a client, one of our files for the sole purpose of getting their input on whether or not to incorporate the file into your project, that is perfectly fine. But they cannot use the stock file themselves for any other purpose unless they obtain their own license.) You also agree to use your best efforts to avoid letting the Stock File be accessible to others as a standalone file, but since that’s not always possible, your inability to prevent copying will not be considered a breach of this License.
Our Stock Files may include videos, photos, graphics and more. This License covers all Stock Files obtained
from our platform. Keep in mind that this License is limited in certain ways, as explained below, and it is neither exclusive to you nor transferrable to others.
We offer both “Standard” and “Enterprise” licenses, and this agreement covers both types of licenses, as you’ll see below.
Licensee assumes full responsibility for the use of the content. Licensee shall defend, indemnify and hold Amegicas LTD and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses, including but not limited to reasonable attorneys’ fees and costs, arising out of or as a result of claims by third parties relating to Licensee’s use of any Licensed Content outside the scope of this Agreement, Licensee’s failure to obtain from third parties all permissions necessary to use the Licensed Content, or for any other breach by Licensee of this Agreement.
3) Warranties and Limitation of Liability
Amegicas LTD warrants that it has all necessary rights and authority to enter into and perform under this agreement.
AMEGICAS LTD MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AMEGICAS LTD AND ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT OR ARISING OUT OF LICENSEE’S USE OF THE LICENSED CONTENT OR OTHERWISE, EVEN IF AMEGICAS LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
Amegicas LTD operates the Site as a venue for the licensing of visual, audio, audiovisual and other content.
Amegicas LTD has made reasonable efforts to ensure the correct labeling, categorization and keywording of the Licensed Content by its users; however, Amegicas LTD does not warrant the accuracy of such information.
Amegicas LTD’s entire liability and Licensee’s exclusive remedy with respect to Licensee’s inability to use the Licensed Content as the result of material defects in the Licensed Content shall be limited so that (i) Licensee, upon request to Amegicas LTD, shall be permitted to download the Licensed Content again to obtain a replacement copy of the Licensed Content; or (ii) if Licensee continues to be unable to download the Licensed Content, Amegicas LTD will refund the fee actually paid by Licensee for such Licensed Content, provided Amegicas LTD determines, in its sole discretion, that Licensee is unable to download such Licensed Content successfully.
Amegicas LTD’s liability shall not exceed the return of the amount of the purchase price paid by licensee. No action, regardless of form, arising out of the transactions under this Agreement may be brought by Licensee more than one year after the cause of the action has accrued.
You can’t re-distribute the Item as stock, in a template, or with source files. You can’t do this with an Item either on its own or bundled with other items, and even if you modify the Item. You can’t re-distribute or make available the Item as-is or with superficial modifications.
4) Term and Termination
The license contained in this Agreement will terminate automatically without notice from Amegicas LTD if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately: (i) stop using the Licensed Content; (ii) destroy or, upon the request of Amegicas LTD, return to Amegicas LTD the Licensed Content; and (iii) delete or remove the Licensed Content from Licensee’s premises, computer systems and storage (electronic or physical).
In the event Amegicas LTD notifies Licensee that the Licensed Content is subject to a threatened or actual claim, or that Licensee’s use may expose Amegicas LTD or Amegicas LTD users to any liability, Licensee will, on Amegicas LTD’s request, promptly remove all affected Licensed Content from all physical and electronic storage media and take all reasonable steps to cease use of the affected Licensed Content and, where applicable, ensure its licensees do the same.
Licensee may terminate this Agreement by giving notice to Amegicas LTD and destroying the Licensed Content and any derivative works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Licensed Content for any purpose.
All sales of Licensed Content are final and cannot be returned. Except for material defects, provided for in the Warranties and Limitation of Liability described above, there are no refunds on sales of Licensed Content. Prices, offers and products are subject to availability and may change.
Licensee is responsible for paying any and all applicable sales taxes, use taxes, value added taxes, customs and duties imposed by any jurisdiction as a result of the license granted or of the use of the Licensed Content, pursuant to this Agreement, in addition to the price paid to Amegicas LTD.
6) Miscellaneous Provisions
Credit. In works incorporating the Licensed Content where crediting is customary, or where other such credits are provided, Amegicas LTD requests a credit line that reads “Stock motion graphics provided by LoPalo.Art”
The parties to this Agreement are independent contractors, and nothing in this Agreement shall create a joint venture, partnership, employment relationship, franchise relationship or taxable entity between the parties.
Upon reasonable notice, Amegicas LTD reserves the right to inspect any records relating to the use of any of the Licensed Content to ensure that the Licensed Content is being used in accordance with this Agreement. Upon Amegicas LTD’s request therefore, Licensee shall provide a copy of all uses of the Licensed Content.
This Agreement embodies the parties’ entire agreement and supersedes and cancels any prior agreement, express or implied, written or oral, with respect to its subject matter. No modification, deletion, amendment of any provision is binding unless in writing signed by each party’s authorized representative.
No waiver of any default under this Agreement will apply to any subsequent default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of any other provision of this Agreement.
If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.
Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the neuter gender shall include the feminine and masculine genders and vice versa. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions.
All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns. This Agreement may be assigned by either party to another party upon prior written notice so long as such party agrees to be bound by its terms.
Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing, delivered by hand, nationally recognized overnight courier service, email or registered or certified mail, addressed to: Amegicas ltd, 12 Brookland Road, Birkenhead United Kingdom email: info lopalo art; or to you at the email address or contact information provided by you in your Amegicas LTD member account.
By clicking “I Agree” or otherwise signifying acceptance, Licensee accepts this Agreement either for itself or on behalf of its employer, principal or the entity that is identified as the LoPaloArt.Com member account holder, and agrees to be bound by its provisions. If Licensee is accepting on behalf of its employer, principal or the entity that is the Amegicas LTD member account holder, Licensee represents and warrants it has full legal authority to bind its employer, principal or such other entity.
Licensee represents that, if an individual, he or she is at least 18 years of age and has the full right and authority to enter into this Agreement. Licensee represents that information provided to Amegicas LTD is accurate and true, including, without limitation, all credit card or other payment information, and Licensee agrees to update such information as necessary.
Licensee acknowledges it has read this Agreement, understands it, and has had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Amegicas LTD agreeing to provide the content, Licensee agrees to be bound by the terms and conditions of this Agreement.
Latest Update: July 19, 2021