Product License Agreement
This is an agreement between Georgia Clegg, trading as lumabox.com (“Luma Box”) and you, the Licensee (“you”). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity.
By purchasing and/or downloading or receiving digital files from Luma Box, you agree to be bound by the terms and conditions of the following Standard License Agreement (the “Agreement”):
Definitions
For the purpose of this Agreement, the following definitions will apply:
A “Product” is any item (or part thereof) licensed by Luma Box, including but not limited to videos, images, graphics, templates, project files, 3D models and audio files. “Product” excludes software sold by Luma Box (such as LumaMap and LumaMap Lite) to which a separate Software License Agreement is applicable.
An “End Product” is a production or service which makes use of the Product as part of a larger work.
Ownership
You hereby acknowledge that no ownership or copyright of any Products shall pass to you by the issuance of the license contained in this Agreement. All Luma Box products are protected by and subject to the laws of England and Wales on intellectual property rights and international intellectual property rights laws and treaties. Luma Box retains the right to sell licenses to the Products to third parties at its discretion.
Luma Box ‘Standard License’
Luma Box hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, worldwide right to use each Product licensed by you in an End Product for a term of 25 years.
The Product is not being sold; it is being provided to the Licensee under the terms of this Agreement which allows for use of the Product but does not transfer ownership.
Unauthorized use will result in immediate termination of this license including, but not limited to, legal action.
Restrictions & Limitations of Use
This license grants you personal use of the Product or End Product. Commercial use of the Product or End Product are not allowed under the terms of this license.
You may not sell, assign, transfer, share, sublicense or otherwise redistribute the Product or the right to use any Product on its own (e.g. as stock, in a tool or template, with source files) under any circumstances, not even for free.
You may modify or manipulate the Product as part of a new End Product. The resulting derivative work is still subject to the terms of this license, regardless of how much the Product has been modified or how much of the new design it makes up.
You may not sell the Product or End Product, sell access to the Product or End Product or commercially exploit the Product or End product in any way.
You may transfer to, or share the Product with a single third-party such as an employer or a contractor for the purpose of creating an End Product at your behest. You bear the responsibility for ensuring that the terms of this license agreement apply to such transfer or sharing of the Product, and that such third party is bound by them.
You may not use the Product for educational material, online tutorials, training videos and e-learning tools, even those offered for free.
You may not make the Product available on a digital asset management system, shared drive, or the like for the purposes of sharing or transferring the Product, and you must not permit an end user of the End Product to extract the Product and use it separately from the End Product.
You may not publish or grant access to download the Product: (a) as a standalone file in any digital format on the internet; or (b) in any digital format without imposing technical or written restrictions to prevent the unauthorized use of the Product by third parties. You agree to take all commercially reasonable steps to prevent third parties from accessing and/or duplicating the Product. If you become aware of any unauthorized duplication of any Product please notify us via email at info@lumabox.com.
You may not use the Product in connection with any End Product that is pornographic, defamatory, or could be considered libelous, obscene, or illegal.
You may not use the Product in a manner that infringes upon any third party’s trademark or other intellectual property right or would give rise to a claim of deceptive advertising or unfair competition.
You may not use the Product, or any part thereof, as a trademark, service mark, logo, or other indication of origin.
You may not render the Product through a service that allows a third party to customize a digital or physical product to their specific needs, such as an “on demand”, “made to order” or “build it yourself” service.
You may not falsely represent, expressly or by way of reasonable implication, that any Product was created by you or a person other than the copyright holder(s) of that Product.
A Product or End Product cannot be tokenized and used, traded or sold as an NFT.
A Product or End Product cannot be used for training AI.
If you wish to use the Product in a manner that is not allowable under the Standard License, please contact info@lumabox.com to discuss acquiring a different license.
Warranties and Representations
All Products are provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, fitness for a particular purpose, or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Product is solely with you.
Limitation of Liability
Luma Box disclaims all liability for incidental, consequential, and special damages arising out of any defects in materials and workmanship.
In the event of a claim arising from the use of a Product, Luma Box’s total liability to you under this Agreement shall be limited to the fee paid hereunder by you to Luma Box for the license to the Product.
In the event that Luma Box receives a notice that any Product may be subject to a claim of infringement, upon notice from Luma Box, you will immediately stop using the Product, delete or remove the Product from your premises, computer systems and storage (electronic or physical), and ensure that anyone else on possession of the Product do likewise. In such event, Luma Box’s sole obligation will be to provide you with a comparable Product (which comparability will be determined by Luma Box in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
Availability
Luma Box makes no representations or warranties that all Products will be available at all times. Luma Box may discontinue licensing any Product at its sole discretion.
Amendment
We reserve the right, in our sole discretion, to make changes or modifications to these Agreement terms at any time and for any reason. Any changes or modifications will be effective immediately upon posting the updated Agreement on our website, and you waive the right to receive specific notice of each such change or modification. You are encouraged to periodically review these Agreement terms to stay informed of updates.
General Provisions
Nothing in the present Agreement shall be interpreted as constituting or creating a joint venture or partnership between the parties.
If any provision of the Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of that part of the Agreement shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect.
It is expressly understood and agreed that this Agreement is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this Agreement as to third parties.
If you breach any of the terms of the Agreement, Luma Box will have the right to terminate the license in addition to Luma Box’s other rights at law and/or equity. If that happens, you must immediately stop using the Product or any End Product in which it is used. You must delete or remove all instances of the Product and confirm you have done so in writing to Luma Box. Luma Box 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.
Luma Box reserves the right to revoke the license to use the Product for good cause and elect to replace the Product with an alternative Product. Upon notice of any revocation of such license, you shall immediately cease using the Product and shall delete or remove the Product from your premises, computer systems and storage (electronic or physical) and confirm you have done so in writing to Luma Box.
If there is an inconsistency between the terms of this license and the Terms of Service, the license terms will apply to the extent necessary to resolve the inconsistency.
Luma Box’s failure to assert any right or provision under this License shall not constitute a waiver of such right or provision.
With the payment for the Product, you accept automatically our Terms of Service and license terms referred to above.
Revision date: 26th August 2023
