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NON-COMMERCIAL LICENCE AGREEMENT
Serscha Studios Ltd., operating as Oats Studios (“Oats Studios”, “we”, “our” or “us”), makes available the content (which may include, without limitation, high-resolution video files, concept art, scripts, scene files, models, dailies and sound files) to which this licence agreement applies (the “Licensed Content”) on the terms and conditions set out below. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE LICENSED CONTENT.
1. Licence Grant. Subject to this agreement, we hereby grant you a limited, worldwide, non-exclusive, royalty-free, non-sublicensable, non-transferable right and licence to:
(a) reproduce, distribute, communicate, display, perform or otherwise exploit the Licensed Content solely for non-commercial purposes; and
(b) produce, reproduce, distribute, communicate, display, perform or otherwise exploit material that is derived from or based on the Licensed Content, solely for non-commercial purposes.
(These rights are collectively the “Licensed Rights”.)
2. Commercial Activities. If you are interested in using any of the Licensed Content for commercial purposes, please contact us at licensing@oatsstudios.com. You will not have the right to use any Licensed Content for commercial purposes unless we enter into a written licence agreement with you regarding that commercial use.
3. Ownership. The Licensed Content is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You are licensing, not buying, the Licensed Content. As between you and us, we own all rights in, to and associated with the Licensed Content (including any copyright or other intellectual property rights). You must not jeopardize, limit or interfere with that ownership. You receive no rights in or to the Licensed Content other than the limited rights expressly set out in this agreement.
4. Disclaimers.
(a) We are providing the Licensed Content and granting the Licensed Rights on an “as is” and “as available” basis, without any representations, warranties or conditions of any kind (including those of title, merchantability, fitness for a particular purpose, non-infringement, absence of defects or errors, and accuracy), all of which, to the fullest extent permitted by applicable law, you hereby waive and we hereby disclaim.
(b) You are solely responsible for any consequences of exercising the License Rights. You use the Licensed Content and exercise the Licensed Rights at your own risk. To the fullest extent permitted by applicable law you agree to, and hereby do:
(i) waive any claims you may have against us, our shareholders, parent entities, subsidiaries or affiliates, or any of their respective directors, officers, employees, agents, representatives, successors and assigns (collectively “Releasees”); and
(ii) release the Releasees from any liability for any loss, damage, expense or injury,
arising from or relating to your use of any Licensed Content or your exercise of any Licensed Rights.
(c) To the fullest extent permitted by applicable law, and without limiting any other wording in this agreement, the Releasees will not be liable to you for any:
(i) indirect, consequential, incidental, special, punitive or exemplary damages, whether arising in tort (including negligence), contract or otherwise, even if the Releasees have been expressly advised of the possibility of such damage, and even if that damage is foreseeable; or
(ii) damages for lost profits, lost business, lost revenue or profit, lost opportunities, lost customers, business interruptions, loss of or damage to data, cost of replacement products or services, or loss of or damage to reputation or goodwill,
arising from or relating to your use of any Licensed Content or your exercise of any Licensed Rights.
5. Term and Termination. The Licensed Rights will continue for the term of copyright or any other applicable rights in and to the License Content, but will automatically terminate if you breach any part of this agreement.
6. Jurisdiction and Courts. This agreement and your use of the Licensed Content and your exercise of the Licensed Rights, and any claims made against any Releasees arising out of such use or exercise or otherwise, will be governed by the laws applicable in British Columbia, Canada, without reference to conflicts of laws rules. You agree that jurisdiction and venue in any legal proceeding directly or indirectly arising out of or relating to this agreement or the Licensed Content or the Licensed Rights will be in the courts sitting in Vancouver, British Columbia, provided that we may apply to any court of competent jurisdiction for interim protection or equitable relief such as an injunction to protect our rights in the Licensed Content.
7. General Provisions. If any part of this agreement is unlawful, void or unenforceable, then that part is severable and will not affect the validity and enforceability of this agreement’s remaining provisions. This agreement will enure to the benefit of and be binding upon the parties and their heirs, executors, administrators, legal representatives, lawful successors and permitted assigns. This agreement supersedes all prior agreements of the parties regarding the Licensed Content and constitutes the whole agreement with respect to the Licensed Content. A waiver of any term of this agreement or of any breach of this agreement is effective only if it is in writing and signed by us and is not a waiver of any other term or any other breach. In this agreement, "we", "us", and "our" refer to Oats Studios alone and never refer to the combination of you and Oats Studios; that combination is referred to as "the parties". The parties have expressly requested and required that this agreement and all other related documents be drawn up in the English language. Les parties conviennentet exigent expressement que ce Contrat et tous les documents qui s'y rapportent soient rediges en Anglais.
Serscha Studios Ltd., operating as Oats Studios (“Oats Studios”, “we”, “our” or “us”), makes available the content (which may include, without limitation, high-resolution video files, concept art, scripts, scene files, models, dailies and sound files) to which this licence agreement applies (the “Licensed Content”) on the terms and conditions set out below. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE LICENSED CONTENT.
1. Licence Grant. Subject to this agreement, we hereby grant you a limited, worldwide, non-exclusive, royalty-free, non-sublicensable, non-transferable right and licence to:
(a) reproduce, distribute, communicate, display, perform or otherwise exploit the Licensed Content solely for non-commercial purposes; and
(b) produce, reproduce, distribute, communicate, display, perform or otherwise exploit material that is derived from or based on the Licensed Content, solely for non-commercial purposes.
(These rights are collectively the “Licensed Rights”.)
2. Commercial Activities. If you are interested in using any of the Licensed Content for commercial purposes, please contact us at licensing@oatsstudios.com. You will not have the right to use any Licensed Content for commercial purposes unless we enter into a written licence agreement with you regarding that commercial use.
3. Ownership. The Licensed Content is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You are licensing, not buying, the Licensed Content. As between you and us, we own all rights in, to and associated with the Licensed Content (including any copyright or other intellectual property rights). You must not jeopardize, limit or interfere with that ownership. You receive no rights in or to the Licensed Content other than the limited rights expressly set out in this agreement.
4. Disclaimers.
(a) We are providing the Licensed Content and granting the Licensed Rights on an “as is” and “as available” basis, without any representations, warranties or conditions of any kind (including those of title, merchantability, fitness for a particular purpose, non-infringement, absence of defects or errors, and accuracy), all of which, to the fullest extent permitted by applicable law, you hereby waive and we hereby disclaim.
(b) You are solely responsible for any consequences of exercising the License Rights. You use the Licensed Content and exercise the Licensed Rights at your own risk. To the fullest extent permitted by applicable law you agree to, and hereby do:
(i) waive any claims you may have against us, our shareholders, parent entities, subsidiaries or affiliates, or any of their respective directors, officers, employees, agents, representatives, successors and assigns (collectively “Releasees”); and
(ii) release the Releasees from any liability for any loss, damage, expense or injury,
arising from or relating to your use of any Licensed Content or your exercise of any Licensed Rights.
(c) To the fullest extent permitted by applicable law, and without limiting any other wording in this agreement, the Releasees will not be liable to you for any:
(i) indirect, consequential, incidental, special, punitive or exemplary damages, whether arising in tort (including negligence), contract or otherwise, even if the Releasees have been expressly advised of the possibility of such damage, and even if that damage is foreseeable; or
(ii) damages for lost profits, lost business, lost revenue or profit, lost opportunities, lost customers, business interruptions, loss of or damage to data, cost of replacement products or services, or loss of or damage to reputation or goodwill,
arising from or relating to your use of any Licensed Content or your exercise of any Licensed Rights.
5. Term and Termination. The Licensed Rights will continue for the term of copyright or any other applicable rights in and to the License Content, but will automatically terminate if you breach any part of this agreement.
6. Jurisdiction and Courts. This agreement and your use of the Licensed Content and your exercise of the Licensed Rights, and any claims made against any Releasees arising out of such use or exercise or otherwise, will be governed by the laws applicable in British Columbia, Canada, without reference to conflicts of laws rules. You agree that jurisdiction and venue in any legal proceeding directly or indirectly arising out of or relating to this agreement or the Licensed Content or the Licensed Rights will be in the courts sitting in Vancouver, British Columbia, provided that we may apply to any court of competent jurisdiction for interim protection or equitable relief such as an injunction to protect our rights in the Licensed Content.
7. General Provisions. If any part of this agreement is unlawful, void or unenforceable, then that part is severable and will not affect the validity and enforceability of this agreement’s remaining provisions. This agreement will enure to the benefit of and be binding upon the parties and their heirs, executors, administrators, legal representatives, lawful successors and permitted assigns. This agreement supersedes all prior agreements of the parties regarding the Licensed Content and constitutes the whole agreement with respect to the Licensed Content. A waiver of any term of this agreement or of any breach of this agreement is effective only if it is in writing and signed by us and is not a waiver of any other term or any other breach. In this agreement, "we", "us", and "our" refer to Oats Studios alone and never refer to the combination of you and Oats Studios; that combination is referred to as "the parties". The parties have expressly requested and required that this agreement and all other related documents be drawn up in the English language. Les parties conviennentet exigent expressement que ce Contrat et tous les documents qui s'y rapportent soient rediges en Anglais.