Ubu Red Studio, License Agreement

Effective Date: June 29, 2024

Last Modified: June 29, 2024

Sites Covered: https://www.ubured.studio/

By accepting this End User License Agreement (“EULA” or this “Agreement,” inclusive of the Addendums annexed hereto) or by downloading or using our Images, Comics, Videos, 3D Models, Textures, or Music (”Content”) you signify that you have read and agree to all terms of this Agreement, as it may be updated or amended from time to time.

Preamble

The following Terms of Service ("TOS") is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement ("you", or "User") and Ubu Red Studio ("URS") and sets forth the rights and obligations with respect to any Content licensed by you.

By pressing the "Buy", "Checkout", or "Accept and Download" buttons located near each image or file in URS’s shop to initiate download, User hereby indicates User's complete and unconditional acceptance of all the terms and conditions of this Agreement, including each and all of the Addendums attached to this Agreement. This Agreement constitutes the complete agreement between User and URS with regard to User's access, download, and/or use of Content except in the case where User has a version of the Agreement signed by both parties, in which case the signed agreement will supersede this Agreement. Except for any signed agreement between URS and User, this agreement supersedes and replaces any other agreement that was or will be presented at the time of content acquisition.

If User does not agree to the terms of this Agreement, User must not select the "Buy", "Checkout", or "Accept and Download" button(s). User acknowledges and agrees that URS may update, amend, and/or modify this Agreement from time to time at it’s sole discretion and that, by continuing to use URS’s website, services and Content, the User agrees to be bound by all such updates, amendments, and/or modifications. It is the User’s responsibility to review this Agreement in connection with any use of URS’s website, services and Content after the User’s initial acceptance of this Agreement. If the User does not intend to be bound by any updates, amendments, or modifications of this Agreement, the User should cease and desist from any further use of URS’s website, services and Content.

The online URS store offers for sale or free a single seat license authorizing one natural person to license, download and use Content owned or licensed by URS and/or a license to Content owned or licensed by third-party artists ("Artist"); In this Agreement, "URS Content" shall refer to Content owned solely by Ubu Red Studio or to libraries licensed by Ubu Red Studio; "Artist Content" shall refer to Content owned solely by an Artist or to libraries licensed to Artists; and "Content" shall refer to both URS Content and Artist Content; While "UBU" shall refer to Ubu Red Studio and UbuStock.

If you require access and usage rights for more than one natural person on paid Content, please contact Customer Service (Email: contact@ubured.studio). For clarity, if a user is acting in an employment capacity, the employer will be deemed the licensee for the purposes of the license.

"Content" means all content available for license from the URS website, including images, textures, comics, videos, 3D models, music, and lyrics (as defined herein.)
"Image" means still rendered images, textures, vectors, drawings, graphics, and the like.
"Comic" means any official or canon literature or story solely comprised of text or any combination of image(s) and literature including but not limited to graphic novel, manga, or comic.
"3D Model" shall refer to any Three-Dimensional virtual object that was made in 3D creative software (i.e Blender, Polygon, Autodesk Maya, ZBrush, AutoCAD, SecondLife, etc).
"Video" means any moving images, gifs, animations, films, videos or other audio/visual representations, video elements, visual effects elements, templates, graphics packs, and motion design projects excluding still images, recorded in any format.
"Music" means any audio, instrumentals, lyrics, sound tracks or other audio/lyrical representations, recorded in any format.

License Fees. User agrees to pay URS, prior to or concurrent with delivery of the Content, the full license fee for use of the Content. User agrees to pay URS any and all applicable taxes that are levied in conjunction with the purchase of the license for the Content whenever URS must collect and/or pay such taxes from or on behalf of User. Furthermore, User agrees to pay URS all costs, expenses, and attorney's fees expended by URS in the collection of the license fees and any applicable taxes, whether by filing a lawsuit or through arbitration.

Title and Ownership. The Content contains copyrighted, trademarked and/or proprietary information protected by the laws of the United States and/or international laws and treaties. URS and it's library licensors retain all rights in, title to, and ownership of the URS Content, original characters, and character designs. The applicable Artists and their library licensors retain all rights in, title to, and ownership of the Artist Content, original characters, and character designs. To the best of URS's knowledge there are no real human being(s) nor likeness thereof, and no third-party peoples, characters, objects, names, trademarks, service marks, patents or works of authorship contained within our Content, as all Content is entirely fictional and, either properly licensed to UBU or made in-house by UBU or it's Artists; However we encourage the User to double check and verify before using our Content.

License Restrictions. The Content is provided solely for User's use as permitted herein and in conformity for it's intended purpose. User does not have the right to provide the Content to others in any form or on any media except as set forth in this Agreement. The Content may be copied in whole or in part solely for User's use as permitted herein. Specifically, User may copy the Content onto the storage device of an unlimited number of computers owned or controlled by User. The Content is for use solely by User and not by any other individual or entity. All individuals or entities must obtain their license to use the Content. Notwithstanding anything to the contrary contained herein, the Content License expressly excludes the use, incorporation, or input of any Content, in whole or in part, in connection with a) any AI engine, program, or system (including, without limitation, StableDiffusion, UnstableDiffusion, Anlatan, NovelAi, Midjourney, Image.ai, Nightcafe, Artbreeder, chatGPT, DALL-E 2, Deep Dream Generator, Hotpot ai, DeepAI) with capabilities or instructions to auto-generate materials that are derivative, imitative, or otherwise plagiaristic of the Content; b) Non-fungible token (NFT), Minting process or NFT Marketplace (For example and not by way of limitation, OpenSea, SolSea, Rarible, Magic Eden), or 3D Virtual NFT platform that might function as a video game, social platform, or any type of NFT trading environment; and c) any activity contrary to the intended use of the Content License, or otherwise to circumvent the terms, restrictions, or safeguards applicable to this Content License. For the purposes of this EULA, "AI" means any method of artificial intelligence such as deep learning, neural networks, or any other similar technologies intended to consume and analyze content for the intent of auto-generating new content.

Other Restrictions. This Agreement is User's proof of license to exercise the rights granted herein and may be printed and retained by User. User may not reverse engineer, decompile, disassemble, or create derivative works or characters from the Content except as set forth in this EULA.

Upon receipt of a written request from UBU, User will immediately cease any and all distribution of the derived or additional content User has created from UBU's Content, if UBU has determined, in its sole discretion, that such additional or derived work violates the provisions of this EULA.

Protection and Security. User agrees that the Content is the property of and proprietary to UBU and it's licensors, and further agrees to protect the Content and all parts thereof from unauthorized disclosure and use by User's agents, employees, associates, family members, customers, or any other third party. User shall be exclusively responsible to ensure the selection, supervision, management, control, and use of the Content conforms to all terms of this Agreement.

United States Government Restrictions Rights. If User is part of any agency, department, or other entity of the United States Government (the "Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Content is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Content is a "commercial item" and "commercial computer media or software". In accordance with such provisions, any use of the Content by the Government shall be governed solely by the terms of this Agreement.

No Liability for Hardware. User assumes complete responsibility for all hardware used in conjunction with the Content. URS shall not be responsible in any way for the non-performance or malfunction of any hardware.

Injunctive Remedies. The remedies provided herein shall not be deemed exclusive, but shall be cumulative and shall be in addition to all other remedies provided by law and equity. No delay or omission in the exercise of any remedy herein provided or otherwise available to URS shall impair or affect URS's right to exercise the same. An extension of indulgence or forbearance (which must be in writing) shall not otherwise alter or affect URS's rights or obligations nor be deemed to be a waiver thereof. The parties hereto agree that breach of any provisions of non-disclosure, secrecy, confidentiality, copying, use, protection, and security in this Agreement by User will cause immediate and irreparable damage and injury to URS. Each of the parties confirms that damages at law may be an inadequate remedy for breach or threatened breach of any such provisions. The parties agree that in such event URS shall be entitled by right to an injunction restraining the User from violating any of said provisions, without the necessity of posting any bond or undertaking and without prejudice to URS’s other rights or remedies at law or in equity. User hereby acknowledges that URS has disclosed or will disclose to User valuable proprietary data set products, which are new and unique and give URS a competitive advantage in the marketplace; that URS intends to use such information to expand it's business throughout the world; and that a violation of any of the provisions of this Agreement is material and important and URS shall, in addition to all other rights and remedies available hereunder, at law or otherwise, be entitled to a temporary restraining order and an injunction to be issued by any court of competent jurisdiction enjoining and restraining User from committing any violation of said provisions without the necessity of posting any bond or undertaking, and User shall consent to the issuance of such injunction. User acknowledges that the remedies provided for in this Agreement are not injurious to or violative of any public interest or policy, and will not create a hardship greater than is necessary to protect the interests of URS.

Arbitration Remedies. Any dispute arising out of or relating to this Agreement, or a breach thereof, shall be determined by arbitration administered by the American Arbitration Association in accordance with its International Arbitration Rules. Any such arbitration shall take place exclusively in NY, New York and the language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator and the decision of the arbitrator shall be final, conclusive and binding on the parties. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. URS and User shall each pay one-half of the costs and expenses of any arbitration, and the substantially non-prevailing party, as determined by outcome of the arbitration, shall be liable for both parties' attorneys' fees and costs. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive or other equitable relief without breach of this arbitration provision.

General Provisions.

Costs and Expenses of Enforcement. In the event of the failure of either party hereto to comply with any provisions of this Agreement, the defaulting party shall pay any and all costs and expenses, including reasonable attorneys' fees arising out of or resulting from such default (including any incurred in connection with any appeal), incurred by the injured party in enforcing it's rights and remedies, whether such right or remedy is pursued by filing a lawsuit or otherwise.

Governing Law. This Agreement and the relationship of URS and User is governed by the laws of the State of New York, without regard to its conflict of law provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

Further Information. Should User have any questions concerning any of the provisions of this Agreement, or if User desires to contact URS, please Email to: contact@ubured.studio

Trademark and Copyright. All URS products are trademarks or registered trademarks of UBU, and constitute copyrighted material owned or licensed by URS or the Artists, regardless of whether such products are the subject of copyright registrations in any particular jurisdiction. All other brand and product names are trademarks or registered trademarks of their respective holders.

Severability. If any part of this Agreement is found to be unenforceable, the other provisions shall remain fully valid and enforceable. It is the intention and agreement of the parties that all of the terms and conditions hereof be enforced to the fullest extent permitted by law.

Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by URS without restriction.

Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or User's use of the Content must be filed within one (1) year after such claim or cause of action arose or be forever barred.

PART I – FREE CONTENT LICENSE

The terms of Part I will not be modified at any point in the present nor future unless it is for one of the following reasons:
1. Add an additional license option.
2. To grant more permissions or access to the User (If User wants to keep the prior version, they may, but User will gain any additional permissions added in the new version automatically; Both versions are valid and cumulative).

Excluding the exception of violating these terms and enforcement of license revocation, these permissions granted to the User shall not be reduced, hindered or terminated.

Free Content under this license will remain free, indefinite, we will NEVER charge any royalties in past, present nor future, excluding enterprises where we require a single one time fee after the 9th piece of Content (an Image from another angle, view, perspective or with a different outfit is considered a separate image even if bundled and will be counted as such), for the purpose of "Part I" an Enterprise will be defined as any entity with the following two conditions:

1. having five or more total members with access to our Content.
2. having 100,000 or more followers collectively across platforms or 10,000 or more customers/clients.

if you are an Enterprise and wish to use 10 or more of our Content for non-editorial purposes, you are required to pay us $100 USD upon downloading the 10th piece of Content, this is the only fee we require from you; You may send it through our https://www.ubured.studio/enterprisefee link (if that account no longer exists Email us to request another method contact@ubured.studio), for it to be valid you must state the name of your entity when paying and keep record of your receipt.

We shall have no grounds to revoke your license unless you have violated this agreement.

URS hereby grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein; URS hereby reserves any and all rights not otherwise explicitly granted herein:

EXTENDED FREE COMMERCIAL LICENSE

This license grants you the right to use Content that may be used by an individual, small studio or enterprise:
- 1. In physical merchandise only if it's incorporated into your own work (i.e using art you either made yourself or from a different source than UBU as a base), as a non focal point of the art; Acceptable use examples would be 1. featuring your character reclining while watching a TV and on that TV is an UBU image, or behind your character is some posters, magazines, or other props containing UBU images, or your character wearing UBU 3D clothing models or holding an UBU weapon; intended for sale or promotional distribution (collectively "Merchandise"), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, clothing, mouse pads, print on demand and any other physical reproduction for resale or distribution; All physical Merchandise cannot contain no more than an approximate of 40% UBU imagery or video.
  2. In real world wall art without requiring further creative or functional elements, for decorative or commercial purposes in a personal or commercial space, even if for sale.
  3. Incorporated as elements of digital templates for sale or distribution.
  4. In a multi-media production or digital reproduction displayed or distributed via the web, in online advertising, in social media, in mobile advertising and interactive media, video games, software, mobile "apps", third party virtual worlds or platforms (as long as it does not violate these terms, this includes without limitation: SecondLife, OpenSimulator, OpenSim grids, IMVU, Minecraft, Roblox, Counter-Strike, Counter-Strike Source, Counter-Strike: Global Offense (CS:GO), other Source games and varients, ArmA 3, XMage), websites, e-cards, e-publications (e-books, e-magazines, blogs, etc.), comics, light novels, manga, email marketing and in online media (including on video-sharing and video-streaming services such as YouTube, Dailymotion, Vimeo, Twitch, etc) and expressly including the right to distribute via broadcast, cable network, OTT video service, or in theaters, with no limitation on audience size, impressions nor production budget;
  5. Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books without any reproduction, impression nor budget limitations; All physical items cannot contain no more than an approximate of 40% UBU imagery or video without prior written approval from UBU.
  6. As part of an "Out-of-Home" advertising campaign, including on billboards, street furniture, etc., without any reproduction, impressions nor budget limitations.
  7. Incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size nor production budget;
  8. For your own personal, or commercial use (for resale, download, distribution, or any digital commercial use or application of any kind, sublicensable [without over reaching the terms in this agreement, and as long as any and all new User(s), individual or entity is made aware of this license prior to sale and upon transfer of asset(s) to them; If they meet the criteria of Enterprise, and 10 or more pieces of content in totality then they will need to pay URS a one time fee of $100 USD] ).
  9. in connection with a live performance as long as it does not violate any of the these terms, with no limitation on audience size nor production budget;
  10. Use, download, upload, distribute, sell, resell, promote, advertise, UBU Comics for personal or commercial; User may make fan arts derived from Content or by using User's own artwork or artwork made on behalf of User by a third party.
  11. Use Music in media, youtube videos, shorts, tiktoks, tweets, website music, video games, mobile games, or other software, rather it be in it's original unaltered form, clipped, modified, or a derivative; You may make covers or parodies using the lyrics or instrumentals as long as any and all uses of it gives attribution to URS, rather it be in the ending credits or description you must clearly state that it was made by URS. Any and all derivatives, alterations, or modifications shall fall under the same license.

RESTRICTIONS ON USE OF CONTENT

YOU MAY NOT:
1. Use the free Content under this license in any way other than as expressly provided by this license.
2. Portray any Content in connection with or advertisement, promotion, or association with, in any shape or form a) scat material otherwise known as "watersports"; b) snuff material; c) in a deceptive or misleading context, including but not limited to misleading or misrepresenting advertisements; For example and not by way of limitation, ads that may state "This is the most realistic game of the year!" while showing a beautifully rendered 'realistic' image but the game itself may be a simplistic pixel empire builder with little to no imagery or content similar to what was advertised. Or scams and would be snake oil/cures; d) in a way that is illegal in the User's region nor where the User distributes it.
3. Produce for commercial purpose or with intent to sell physical Merchandise with UBU content by itself without any incorporation, modification or additional User art, this includes using as a whole and just removing the UBU logo or stamp, as a collage of UBU content nor as the primary focal point of the art without a prior written agreement from UBU. All physical Merchandise cannot contain no more than an approximate of 40% UBU imagery or video, while being incorporated into the Users own art (as long as it comes from a different source than UBU).
4. The User may not sell, publish, distribute or transfer UBU Content through another service that could reasonably be deemed as competing with UBU or unfair competition. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of content through which third parties may search and select from such content in a stock media clearinghouse setting or in a way that directly competes with UBU, the only exceptions to this are if either a) the User own's in it's entirety and operates the stock media site and business AND incorporates our Content into their own (i.e Images or Videos incorporated into User's media, or 3D Models used within User's media) or b) the User lists it through UBU.
5. Use Content in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
6. Use any Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
7. Falsely represent, expressly or by way of reasonable implication, that any Content was created by you or a person other than the copyright holder(s) of that Content.
8. Reproduce UBU's original characters nor Artist's original characters outside of the media licensed in any shape or form, this means using Content as reference or base to recreate, imitate or make derivatives ("Imitation") of characters shown in the Content no matter if the Imitation be in 2D or 3D form; The only exception being fan art.
9. Manipulate, Deface, Distort, Separate, Crop or otherwise damage UBU's original Comic pages in a way that could change it's original canon state or intention.
10. Use Music in any way without giving attribution to URS, you must clearly state in the ending credits or description that it was made by URS. Any and all derivatives, alterations, or modifications shall fall under the same license.
  
  If at any point the "usage rights" and the "you may not" lists conflict, than the "you may not" list will supersede the "usage rights"; If a use is not listed in either list than you may reach out to us by E-mail to inquire about such use(s).
CREDIT AND COPYRIGHT NOTICES
1. The use of Images and Video in connection with news reporting, commentary, publishing, or any other "editorial" context, shall be accompanied by an adjacent credit to the URS contributor and to URS in substantially the following form:
  
  "Name of Artist/UbuRed.studio"
2. Editorial credits shall take the following form:
  
  "Name of Artist / Agency / Ubu Red Studio"
3. If and where commercially reasonable, the use of Content in Merchandise or an audio-visual production shall be accompanied by a credit to URS in substantially the following form:
  
  "Image(s) or Video or 3D Model (as applicable), used under license from UbuRed.studio"
4. Credit attributions are not required in connection with any other use of Content (except for Music). For clarity, attribution is always required for Editorial content.
5. In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.

Waiver of Moral Rights. URS hereby waives, to the extend permitted by applicable law, all other rights of paternity, integrity, attribution, disclosure, withdrawal and any other rights that may be known as "moral rights" ("Moral Rights") that are not expressly mentioned in "PART I - EXTENDED FREE CONTENT LICENSE", with respect to the use of the Content. To the extent this waiver is not permitted by applicable law, URS hereby agrees not to enforce such other Moral Rights against User and their permitted successors, licensees, or assigns.

PART II - WARRANTIES AND REPRESENTATIONS

URS warrants and represents that:
1. URS's contributors have granted URS all necessary rights in and to the Content to grant the rights set forth in Part I or Part II as applicable.
2. Images, Comics, Videos, 3D Models, Textures, and Music in its original unaltered form and used in full compliance with this TOS and applicable law, to the best of our knowledge will not: a) infringe any copyright, trademark or other intellectual property right; b) violate any third parties' rights of privacy or publicity; c) violate any US law, statute, ordinance, or regulation.
While URS makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, URS MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: A) KEYWORD, TITLES OR DESCRIPTIONS; OR B) AUDIO IN VIDEO. For the sake of clarity, URS will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Video.
Infringement Warranty and Limited Warranty. URS warrants to the User that, to the best of it's knowledge, the digital data comprising the URS Content developed and owned by URS, does not infringe the rights, including patent, copyright and trade secret rights, of any third party, nor was such digital data unlawfully copied or misappropriated from digital data owned by any third party; provided, however, that URS makes no representation or warranty with respect to infringement of any third party's rights in any image, trademarks, works of authorship or object depicted by such Content or in any Content developed by any of URS's licensors.
No other Warranties. Except as expressly provided above, the Content and all related documentation are provided on an "as is" and "as available" basis, without warranty of any kind, and URS hereby disclaims all other warranties, express, implied or statutory, including, but not limited to, any implied warranties of merchantability, non-infringement and fitness for a particular purpose, and any warranties arising from usage of trade or course of dealing or performance. In no event shall URS or its dealers, distributors, officers, agents, employees, or suppliers be liable for any indirect, incidental, special, punitive, or consequential damages whatsoever, whether based on contract, tort, warranty, or other legal or equitable grounds, including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss, arising out of the use of or inability to use the Content, even if URS has been advised of the possibility of such damages. In addition, in no event shall URS's cumulative liability hereunder exceed the license fees paid by User to URS for licensing the content. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to User.
URS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.

PART III - INDEMNIFICATION AND LIABILITY

Patent Copyright, and Trade Secret Indemnity. User agrees to defend, indemnify and hold UBU; harmless against all liability resulting from or related to any claim that a) any content or work created by User, or b) User's use of any Content, infringes any third-party patent right, copyright or other intellectual property right, or misappropriates, or misuses any trade secret or other proprietary right, or any portion thereof, of any third party
Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with URS, URS will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to User’s direct damages arising from a third-party claim directly attributable to URS’s breach of the express warranties and representations made in Part II hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying URS, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to URS at contact@ubured.studio. URS shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with URS in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that URS is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to URS having a reasonable opportunity to analyze such claim’s validity.
URS shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.
You will indemnify and hold URS, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Content other than the uses expressly permitted by this TOS. You further agree to indemnify URS for all costs and expenses that URS incurs in the event that you breach any of the terms of this or any other agreement with URS.

PART IV - ADDITIONAL TERMS

Except when required by law, URS shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your license is terminated or revoked. You authorize URS to charge you all license fees for the duration of the term agreed to at the time of purchase. In the event that URS determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase. If you reside in the European Union and you cancel your license within fourteen (14) days of making payment to URS, provided that you have not yet downloaded or licensed any Content, URS, will refund the payment made by you in connection with such license termination; However if you request a refund with the extended free content license "$100 USD enterprise fee" should you change your mind at a later date to re-instate the license the result will be a larger fee amount at our sole discretion; Upon refund you may select up to 9 images and continue to use them as per the extended free content license terms, these selected 9 images may not be swapped or exchanged at a later date.
The fees charged by URS are exclusive of taxes, and all such taxes, direct or indirect, shall be in addition to any fees related to the products you are buying. If URS is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where URS or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
"Non-transferable" as used herein means that except as specifically provided in this TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please Email to contact@ubured.studio
Upon notice from URS or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which URS may be liable, or if URS removes any Content due to perceived business risk as determined in URS's reasonable discretion and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. URS shall provide you with comparable Content (which comparability will be determined by URS in it's reasonable commercial judgment) free of charge, but subject to the terms and conditions of this TOS.
If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to URS, upon URS’s reasonable request.
Arbitration.
1. Any controversy or claim arising out of or relating to this TOS, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state and county of New York. The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (a) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (b) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack) (c) any claim arising solely from Customer’s alleged failure to pay fees due to URS. This arbitration provision will survive termination of this TOS.
2. YOU AND URS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and URS agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and URS acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this TOS.
3. If a court decides that applicable law precludes enforcement of any of the limitations in this Part IV, Section 6 as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
Neither party may assign this agreement, without the prior written approval of the other party, except that URS may assign this agreement to a subsidiary, an affiliated company within the UBU group, the entity that results from a merger or other corporate reorganization involving URS, or an entity that acquires all or substantially all of URS’s assets or capital stock.
This TOS shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This TOS is governed by and shall be construed in accordance with the laws of the applicable jurisdiction set forth in Preamble, without respect to its conflict of laws principles.
If you are entering into this TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to URS for any breaches of the terms of this TOS.
If any individual term of this TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this TOS, so that this TOS shall otherwise remain in full force and effect.
You expressly agree that any feedback provided to you by URS or its representatives regarding any questions you may have about this TOS or your use of Content licensed hereunder, is solely for the purpose of interpreting this TOS and is not legal advice. URS cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by URS or its representatives.
It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
In the event that you breach any of the terms of this agreement with URS, URS shall have the right to terminate your license without further notice, in addition to URS's other rights at law and/or equity. URS shall be under no obligation to refund any fees paid by you in the event that your license is terminated by reason of a breach.
Except as expressly set forth in the applicable license and warranties sections herein, URS grants no rights and makes no further warranties. URS has asset receipts for all digital assets (Content) made available to the User on the URS website.
URS's liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time you know or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.
Except as specifically provided in Part III hereof, in no event, will URS's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the URS websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by URS from you for the applicable Content license.
Neither URS nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, URS's breach of this agreement, or otherwise, unless expressly provided for herein, even if URS has been advised of the possibility of such damages, costs or losses.
Except as expressly set forth in Part II, all Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
URS does not warrant that the Content, UBU websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.
In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting URS, URS will promptly file a complaint with www.ic3.gov, the internet crime complaint center, a partnership between the Federal Bureau of Investigation (FBI) and the National White Collar Crime Center.