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License Agreement

Last updated September 01, 2020

The following Content License Agreement (“CLA”) is a legal agreement between you and ACIDBITE (“we,” “us” and “our”), and governs your use of the Content (as defined below) licensed by you and any customer support or services provided by us in connection with such Content. Your use of the Content is subject to this CLA and all applicable laws, rules and regulations. Please read this CLA carefully and contact us with any questions.

  • “Content” means the particular media (e.g. image files, video files, audio files, templates, project files, data files, etc.) that you license through any Websites, along with any related materials, modifications and updates, if any, provided to you by us.
  • “Project” – means an audio/visual project to which Content is added or synchronized.
  • “End Product” means a work created by you into which the Content is to be incorporated pursuant to the license granted in this CLA. Examples of End Products include websites, games, presentations, online videos, corporate videos, films, television shows and advertisements.
  • “Website” means www.acidbite.com (website's entire content)

Subject to, and in accordance with, the terms of this Agreement, by licensing a Product, ACIDBITE grants you the limited, non-exclusive, non-transferable, worldwide right and license, to modify (subject to related restrictions) and use the Content in accordance with the terms and conditions of the Agreement, and the relevant Product License as applicable.

The Content is for your own personal or organizational usage only. You may use the Content for your personal Projects and/or professional Projects you undertake for your clients, subject to the terms of the specific License you purchase.
The Content may only be downloaded onto computers, mobile devices, storage devices or cloud accounts owned by you personally or by the entity for whom you are entering this Agreement on behalf of.

You may not store the Content anywhere that is accessible by third parties who have not purchased a license. Group buys, where multiple parties pool funds to purchase licenses to the Products, are expressly prohibited and void your License.

You may temporarily furnish specific files from the Content to specific third parties only in furtherance of a Project executed by you for which you have officially contracted them as a service provider (such as for Audio Mixing or Color Grading) and such third parties may not retain any Content files for their own personal or professional use. You agree to disable access immediately upon completion of the Project and they shall have no license to use the Content in any other projects, regardless of their relationship to you.

You may provide the Content to your clients only in the context of a completed Project in which the Content is inextricably integrated.

With any of our licenses you may use the Content in Projects that you distribute on online video platforms, but ACIDBITE retains full ownership of the Content and all related files. You may not claim ownership of the Content (or otherwise make it available) through any content detection and/or registration system (such as youTube’s Content ID or Facebook Rights Manager), even if synchronized with your own Project. Additionally, you may be required to provide proof of your ACIDBITE License when uploading videos that utilize the Content to online video platforms.
You may purchase a license to the Content pursuant to this CLA on behalf of your employer or clients, provided that you represent and warrant that you have the authority to bind your employer or clients to the CLA. With respect to a client, you must transfer your license to your client via an enforceable written agreement that includes terms no less restrictive than the CLA. You are solely responsible and liable for use of the Content by your employer or clients. The CLA grants you the right to use the same Content for the benefit of other clients in other End Products, subject to the restrictions set forth in Section 5.

you may not:

  • sell, redistribute, transfer, sublicense, give away or otherwise assign the Content or your rights granted hereunder to any other party.
  • resell the Content by itself or as part of a package except solely as embodied within your Project.
  • resell the Content (or otherwise make it available) in any manner that would enable a third party to download the Product as a separate file
  • resell the Content (or otherwise make it available) as part of any competing product such as stock content or digital products.
  • claim to be the creator or copyright holder of the Content or of any derivative work created from the Content.
  • use the Content in any way or for any purpose that would violate, or would have the effect of violating, any applicable local, state and federal laws, rules or regulations or any rights of any third-parties.
  • remove or modify any copyright or other notice contained or included on or with the Content.
  • attempt to view, read, modify, reverse compile, reverse assemble, disassemble or print the Content’s source code or object code or other runtime objects or files distributed with the Content.
  • otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Content.

YOUR WARRANTIES AND REPRESENTATIONS
You warrant and represent that (a) you have the right and authority to enter into the CLA, either individually or on behalf of your employer or client, as applicable, and (b) neither the End Product nor your use of the Content shall violate any law or infringe upon any common law or statutory rights of any third-party, including without limitation contractual rights, copyrights, intellectual property rights and privacy rights.

YOUR INDEMNIFICATION OBLIGATION
You shall indemnify, defend and hold us and our subsidiaries, affiliates, officers, agents, employees, partners, or licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your violation of the CLA, the End Product or your use of the Content (except as indemnified by us), including without limitation your violation of any common law or statutory rights of any third-party, including without limitation contractual rights, copyrights, intellectual property rights and privacy rights.
Our Indemnification Obligations. Provided that the Content is used in accordance with the CLA, we will defend any third-party claim, action or legal proceeding made against a person or entity during the term of the CLA arising from an alleged infringement by the Content of the third-party’s copyright or trademark rights. Notwithstanding the foregoing, we will have no liability to you for any claim that arises from (a) any modification of the Content, (b) any combination of the Content with any other content, or (c) the context in which you have used the Content.

DISCLAIMER OF WARRANTIES
The Content is provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the Content. We further disclaim any warranty that (a) the Content will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Content will be effective, accurate, or reliable; (c) the quality of the Content will meet your expectations; or (d) any errors or defects in the Content will be corrected. We specifically disclaim all liability for any actions resulting from your use of the Content. you may use and access the Content at your own discretion and risk.

LIMITATION OF LIABILITY
We are not liable to you or anyone else for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with your use of or access to the Content. Our total liability in any matter arising out of or related to the CLA is limited to US $100 or the aggregate amount that you paid for use of the Content, whichever is larger. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss. The foregoing states our entire liability and obligation, and your sole and exclusive remedy, with respect to the Content. The limitations and exclusions in this section apply to the maximum extent permitted by law.

If we reasonably believe that the Content may be subject to a third-party claim or if the Content is otherwise in violation of the CLA, then we may instruct you to cease all use, reproduction, modification, display, distribution and possession of the Content, and you must promptly comply with such instructions. We may, at any time, (a) discontinue the licensing of the Content; and (b) deny the downloading of the Content. We reserve all rights not expressly granted in this CLA.

We may terminate the CLA or your right to use the Content upon notice to you in the event of your breach of the CLA, in which case you must cease all use, reproduction, modification, disCLAy, distribution and possession of the Content, including the End Product incorporating the Content.

GOVERNING LAW AND DISPUTE RESOLUTION
The CLA, and your relationship with us under the CLA, shall be governed by and interpreted following the laws of Germany, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law in your country of residence. ACIDBITE and yourself both agree to submit to the non-exclusive jurisdiction of the courts of Frankfurt/Main, which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in Germany, or in the EU country in which you reside.

TRADE CONTROL LAWS
The Content is subject to German and EU laws, restrictions and regulations that may govern the import, export and use of the Content. you agree to comply with all such laws, restrictions and regulations.

You may send notices to us at the following address: Spenerstraße 32, 60320 Frankfurt/Main, Germany. We may notify you by email, postal mail or other legally accepted means.

If any provision in the CLA is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of the CLA shall remain in effect.

Except as otherwise set forth herein, you may not assign, sublicense, or transfer the CLA or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate the CLA. We may transfer our rights under the CLA to a third party.

ENTIRE AGREEMENT
The CLA sets forth the entire understanding and agreement between the parties relating to its subject matter. Any waiver of or promise not to enforce any right under the CLA shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise.

For questions regarding the CLA or to inquire about licensing partnerships, you may contact us at contact@acidbite.com