IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE PURCHASING:
This licence agreement (Licence) is a legal agreement between you and MX-Greenscreen Limited of 13 Penland Road, Haywards Heath, West Sussex, RH16 1PP (Licensor) for the use of any MX-Greenscreen Limited products (Products), which includes any images, animations, films, videos or other audio visual representations recorded in any format (Digital Media Files)
By clicking the "ACCEPT" button below you agree to the terms of this Licence which will bind you and your employees. This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the Products listed on our website www.mx-greenscreen.com (our site) to you. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions. You should print a copy of these terms and conditions for future reference. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Products on the terms of this Licence.
2. LICENSEE'S UNDERTAKINGS
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake
(a) not to sell rent, lease, sub-license or loan the Products;
(b) to grant MX-Greenscreen Limited the right to display any works within your possession or control that incorporate one or more of the Digital Media Files in any format or location for marketing or promotional purposes subject to MX-Greenscreen Limited identifying you as the author of the work;.
(c) when incorporating the Digital Media Files in film features, broadcast productions or video products, to include a credit line that reads "MX-Greenscreen Limited".
(d) that you will not do anything in relation to the Products, including using it with any other material or advertisement, that might diminish the value of the Products or the Trade Marks or the reputation of the Licensor, and will not do anything that may breach any law or regulation including anything that is libellous, obscene or defamatory or that infringes the rights of any third party
3. RISK AND TITLE
3.1 The Products will be at your risk from the time of delivery.
3.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
4. PRICE AND PAYMENT
4.1 The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.
4.2 These prices include VAT but exclude delivery costs, which will be added to the total amount due where relevant.
4.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an email confirming your purchase.
4.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product´s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
4.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you an email confirming your purchase, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
4.6 Payment for all Products must be by credit or debit card. We accept payment with Visa, Visa Electron, Delta, Mastercard, Switch, Solo. We will not charge your credit or debit card until we despatch your order.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 You acknowledge that all intellectual property rights in the Products throughout the world belong to the Licensor, that rights in the Products are licensed (not sold) to you, and that you have no rights in, or to, the Products other than the right to use them in accordance with the terms of this Licence.
6. WARRANTY
6.1 The Licensor gives no warranties whether express or implied.
7. LICENSOR'S LIABILITY
7.1 Nothing in this Licence shall exclude or in any way limit the Licensor's liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.
7.2 Subject to condition 8.1 the Licensor shall not be liable under or in connection with this Licence or any collateral contract for:
(a) loss of income;
(b) loss of business profits or contracts;
(c) business interruption;
(d) loss of the use of money or anticipated savings;
(e) loss of information;
(f) loss of opportunity, goodwill or reputation;
(g) loss of, damage to or corruption of data; or
(h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;
7.3 Subject to condition 8.1 and condition8.2, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the Licence Fee.
7.4 Subject to condition 8.1, condition 8.2 and condition 8.3, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
7.5 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Products. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Products which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
8. TERMINATION
8.1 The Licensor may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so; or
8.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must cease all activities authorised by this Licence;
(c) you must immediately pay to the Licensor any sums due to the Licensor under this Licence; and
(d) you must immediately delete or remove the Products from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Products then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
9. TRANSFER OF RIGHTS AND OBLIGATIONS
9.1 This Licence is binding on you and us and on our respective successors and assigns.
9.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
9.3 The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.
10. IMPORT DUTY
10.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
10.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.
11. NOTICES
All notices given by you to the Licensor must be given to M-X Design Limited at [ADDRESS OR E-MAIL ADDRESS]. The Licensor may give notice to you at either the e-mail or postal address you provided to it when purchasing the Software. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
12. EVENTS OUTSIDE THE LICENSOR'S CONTROL
12.1 The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this Licence that is caused by an event outside his reasonable control (Force Majeure Event).
12.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks;
(f) the acts, decrees, legislation, regulations or restrictions of any government.
12.3 The Licensor's performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and he will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.
13. WAIVER
13.1 If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which he is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
13.2 A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.
13.3 No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
14. SEVERABILITY
If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
15. ENTIRE AGREEMENT
15.1 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
15.2 We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
15.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in this Licence.
16. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
16.1 We have the right to revise and amend these terms and conditions from time to time
16.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the email confirmation of purchase (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
17. LAW AND JURISDICTION
This Licence is governed by English law. Any dispute arising from, or related to, any term of this Licence shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
