PROFESSIONAL WEB DESIGN, WEB DEVELOPMENT & SEARCH ENGINE OPTIMISATION
CALL US NOW: 01730 300351 / 08452 260024
PROFESSIONAL WEB DESIGN, WEB DEVELOPMENT & SEARCH ENGINE OPTIMISATION
CALL US NOW: 01730 300351 / 08452 260024
This agreement (this "Agreement") shall be binding upon Futruesys Ltd ("Futuresys") and any member of the public, a business or organisation (the "Non-Exclusive User") who uses the website designs (the "Work") from the futuresys.co.uk website. The Non-Exclusive User acknowledges and agrees that he or she shall be bound by the terms and conditions of this Agreement and that this Agreement applies to each Work that the Non-Exclusive User utilises.
The Non-Exclusive User acknowledges and agrees that this Agreement does not effectuate any sale of the Work. The Non-Exclusive User shall not have any right, title or interest in or to, and in any event shall have no ownership of, the Work, including any copyright and other intellectual property rights.
Subject to the terms and conditions of this Agreement, Futuresys hereby grants to the Non-Exclusive User a non-exclusive, perpetual, worldwide, non-transferable sublicense to use or display the Work an unlimited number of times in the authorized media solely for (a) personal or educational purposes and (b) in connection with the operation of a business. However, the Non-Exclusive User shall have no right to sell or distribute for sale the Work or any reproductions thereof, whether alone or incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known which primary value lies in the Work itself. The Non-Exclusive User shall have no right to grant further sublicenses. The Non-Exclusive User shall have the right to transfer files containing the Work or permitted derivative works to employees, or have the Work reproduced by subcontractors, provided that such subcontractors agree to abide by the restrictions of this agreement. Third parties and subcontractors shall have no further or additional rights to use the Work and cannot access or extract it from any other file provided. The Non-Exclusive User may create a digital library, network configuration or similar arrangement to allow the Work to be viewed by their employees, partners and clients. Notwithstanding anything to the contrary contained in this Agreement, with respect to electronic formats, the Non-Exclusive User"s reproduction, distribution or display of the Work shall be limited to website uses. For clarification purposes but subject to the foregoing restrictions, it is intended that this sublicense shall permit use, reproduction and display of the Work in or for a business or commercial setting or circumstances, display in an office or other place of business, on advertising and promotion materials, and the like.
In addition, the Non-Exclusive User shall have the right to create modified and derivative works based upon the original Work (derivative works within the meaning of the UK Copyright Act which incorporates but is not substantially similar to the original Work). The permitted use of the modified and derivative works includes all the uses permited to the Non-Exclusive User with respect to the original work as well as for the derivative works.
Notwithstanding anything to the contrary contained in this Agreement, and without limitation to any aforementioned restrictions, the Non-Exclusive User acknowledges, agrees and warrants that he or she shall not:
(a) sublicense, sell, assign, convey or transfer any of its rights under this agreement. Sell, license or distribute the Work or any modified Work as stand-alone files or as part of an online database or any other database, or any derivative product containing the Work in such way that would allow a third party to download, extract or access the Image as a stand-alone file;
(b) share the Work with any other person or entity except as expressly permitted under this Agreement;
(c) post the Work online in downloadable format, post the Work on an electronic bulletin board, or enable the Work to be distributed via mobile telephone devices. Include the Work in any electronic template or application, including those that are web based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to website design, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter;
(d) download or store the Work on more than one computer at the same time, except that the Non-Exclusive User may make a single backup copy to be stored on media separate from the single permitted computer;
(e) use, reproduce, distribute or display the Work in connection with design template applications intended for resale;
(f) use, reproduce, distribute or display the Work in connection with any goods or services intended for resale or distribution which primary value lies in the work itself, including, without limitation, mugs, t-shirts, posters, greeting cards, posters or other merchandise, and any of the foregoing in "print on demand" or tangible or electronic formats, as applicable;
(g) use, reproduce, distribute or display the Work (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;
(h) remove any notice of copyright, trademark or other intellectual property right, or other information that may appear on, embedded in, or in connection with the Work in its original downloaded form, it being understood that the Non-Exclusive User shall reproduce any and all such notices in any backup copy of the file comprising the Work that the Downloading Member makes;
(i) incorporate the Work into a trademark or service mark;
(j) take any action in connection with the Work that violates any law, regulation or statute in an applicable jurisdiction;
(k) Use the Work in an editorial manner, without the following credit adjacent to the Image: "© Futuresys Ltd.";
(l) take any action in connection with the Work that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Work and the rights of any person who, or any person whose property, appears in the Work; or
(m) take any action in connection with the Work that associates it or the creator of the Work, or the persons or property appearing in the Work (if any), with any political, religious, economic or other opinion-based movements or parties.
The Non-Exclusive User shall be allowed to use the Works only inconjunction with website design and development with Futuresys in accordance with Futuresys' standard pricing and payment policies.
The Non-Exclusive User acknowledges and agrees that Futuresys and/or its licensor retains all rights, title and interest in and to the Work (except for the rights granted pursuant to this Agreement), and that neither title nor any ownership interest in or to the Work is transferred to the Non-Exclusive User by virtue of this Agreement. Futuresys and/or its licensor (as applicable) shall also retain the right to use, reproduce or display the Work as part of his or her professional portfolio. Without any limitation to any other rights that Futuresys may retain.
In addition to the representations and warranties made by the Non-Exclusive User above, each of Futuresys and the Non-Exclusive User hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.
The Non-Exclusive User agrees to indemnify, defend and hold harmless Futuresys and its affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (collectively, "Indemnitees") from and against all claims, expenses (including attorney fees) or other liability arising from the Non-Exclusive User's breach of any of his or her representations, warranties or obligations under this Agreement, and from any and all uses of the Work, including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or "false light", right of publicity or blurring or distortion or alteration whether or not intentional. Futuresys shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by the Non-Exclusive User with counsel of its own choosing. The Non-Exclusive User shall fully cooperate with Futuresys in the defense of any such claim, action or matter.
The Non-Exclusive User agrees that neither Futuresys nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than the Non-Exclusive User), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use or non-use of the Work, even if such parties have been advised, or advised of the possibility, of such damages.
THE WORK IS PROVIDED "AS IS" AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
This Agreement shall continue in perpetuity unless terminated in accordance with this Section 9. Futuresys may at any time terminate this Agreement with respect to any Work in the event of any breach by the Non-Exclusive User of any of his or her representations, warranties or obligations under this Agreement. The Non-Exclusive User may at any time terminate this Agreement. Each of Futuresys and the Non-Exclusive User shall notify the other in the event it, he or she terminates this Agreement. Futuresys shall also have the right, in its sole discretion, to deny the use of any Work from the Futuresys.co.uk website. Upon termination of a license for any particular Work, the Non-Exclusive User shall immediately cease using such Work, destroy, or upon the request of Futuresys return the Work to Futuresys, delete or remove the Work from its permises, computer systems and storage (electronic and physical), and shall ensure that its clients and customers do likewise.
Upon the termination of this Agreement, the Non-Exclusive User shall cease using the Work and destroy all copies of the Work, and all derivative works and related materials (if any), in his or her possession or control. At Futuresys' request, the Non-Exclusive User shall certify in writing to such destruction of the Work, derivative works and/or related materials. Termination of this Agreement shall not relieve the Non-Exclusive User from any payment obligations that may have arisen prior to such termination. The provisions of Sections 1, 4, 5, 6, 7, 8, 10 and 11 shall survive the termination of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of England, without regard to any conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction in England, and the Non-Exclusive User and Futuresys each submit to the personal jurisdiction of such court and waive any right each might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.
The relationship between Futuresys and the Non-Exclusive User under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.
The Non-Exclusive User agrees that he or she shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to him or her under this Agreement.
No waiver on the part of Futuresys to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Futuresys to exercise any such power, right, privilege or remedy, shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
Except with respect to any trademark rights, all rights and licenses granted by Futuresys under or pursuant to this Agreement are for all purposes licenses of rights to "intellectual property". Futuresys agrees that, in the event of commencement of bankruptcy proceedings by or against Futuresys, the Non-Exclusive User, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights under this Agreement (including the license granted under this Agreement) and all of its rights and elections.
Futuresys shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. The Non-Exclusive User shall have no right to assign any of his or her rights or obligations under this Agreement.
This Agreement shall be inure to the benefit of, and be binding upon, Futuresys and the Non-Exclusive User, and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Futuresys and the Non-Exclusive User, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other.
If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect.
The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
