Suitable for:
– For individuals;
– For a physical person-entrepreneur;
– For legal entities (corporation, cooperative, LLC, partnership, joint ventures, etc) with up to 30 employees inclusive
General description:
– For commercial (profit) and non-commercial (non-profit) use;
– Non-exclusive;
– Extraterritorial effect;
– Open-ended.
Restrictions:
– Obligation to claim authorship of the Image.
– Limitation of the audience to whom public display may be made, including by use in films, videos, TV series, advertisements, or other multimedia products, with a limit on the budget of such products and/or the income generated: Limit of 5,000 people (inclusive) and/or a limit on the budget, income of $10,000 or is foreign equivalent (inclusive).
– Limitation on reproduction (making copies) and distribution limit: Distribution limit of 5,000 copies (inclusive) and/or the aggregate income from such distribution will not exceed the sum of $10,000 or its foreign equivalent (inclusive) as of the date of such distribution
By entering into the License Agreement, the Licensee warrants its compliance with the basic license terms and full and unconditional compliance with all terms of the License Agreement.
BASIC LICENSE AGREEMENT
(Preview version)
Mobile application "NYMF" for IOS and Android (hereinafter – NYMF, Software Product), represented by the author of the Image – D. Dubnytskyi (pseudonym – David Dubnitskiy) (hereinafter – the Licensor), on the one hand, and Customer (hereinafter – the Licensee), on the other hand, together – the Parties, have entered into this License Agreement on these terms and conditions:
1. PROPOSAL. DEFINITION OF TERMS
1.1 Under this License Agreement, Licensor, through the use of NYMF, grants Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide perpetual right to use, modify (except as expressly prohibited herein) and reproduce the Image, subject to the terms of the applicable non-exclusive license and restrictions described herein.
1.2 The Image that is the subject of this License Agreement is defined by this License Agreement, reproduced in Exhibit № 1, which is an integral part of this License Agreement.
1.3 This License Agreement is a contract of adhesion. The licensee accedes to the proposed License Agreement as a whole by making the payment set by the Licensor.
1.4 The terms used in this License Agreement have the following meaning:
1.5. “The Image” – a single photograph No. photo_code, purchase price, purchase date, and obtained by downloading through the Software Product, which is the direct subject of this License Agreement and which is defined in Exhibit № 1, which is an integral part of this License Agreement.
1.5.2. A “Derivative Work” is a work based upon one or more preexisting works, protected by copyright or other related rights, and represented the Image as an original work.
1.5.3. Demonstration – the direct or indirect making of one or more copies of the copyright and/or related rights object (or part thereof) by any means and in any form, including for temporary or permanent storage in electronic (digital), optical, or other form that can be read by a computer, as well as the creation of a three-dimensional work from a two-dimensional work and vice versa, and the creation of a three-dimensional work based on a set of instructions that is read by a computer to produce a three-dimensional Image or derivative work.
1.5.4. To perform or display a work “publicly” means – display of the original or a copy of the Image or a derivative work directly or in the form of a slide, film, or television frame on a screen, using any other technical means or in any other way (in respect of an audiovisual work – display of separate frames out of sequence) in places where a substantial number of persons outside a normal circle of a family and its social acquaintances is gathered; to transmit or otherwise communicate a performance or display of the work (except for the presentation of works and/or live performances).
1.5.5. Reproduction – facsimile reproduction in any size and form of one or more copies of the original or copies of the Image by photocopying or by any other technical means, except for publication; reproduction is not storage or reproduction of said copies in electronic, optical, or other machine-readable form;
1.5.6. Public communication – transmission by wire or means of wireless communication of images or sounds or images and sounds of a work, performance, or phonogram, broadcast by an air or cable broadcasting organization in such a way that the images or sounds become available for perception by persons not belonging to the usual family circle or close acquaintances of the family, in places so remote from the place of transmission that without the transmission such images or sounds would not be available for perception; communication of the work to the public; communication of the work to the public.
1.6. The Licensor shall have the right to continue to use the Image and to grant non-exclusive licenses to third parties for its use.
1.7. All non-property rights belong to the author, who is David Dubnitskiy.
2. SCOPE OF THE LICENSE
2.1. This License Agreement is open-ended, which means the term of validity of the license has no time limits.
2.2. The License agreement is unrestricted and is valid worldwide.
2.3. The terms of this License Agreement apply to all Derivative Materials.
3. RIGHTS AND OBLIGATIONS
RIGHTS OF LICENSOR:
3.1. Licensor shall have the right:
3.1.1. If the Image is used in violation of copyright and related rights laws and this License Agreement, prohibit the use of the Image (suspend the license under this License Agreement) by the Licensee until the violation is remedied.
3.1.2. To terminate the License Agreement unilaterally in case of violations of the terms of this License Agreement by the Licensee.
The License Agreement shall be considered terminated upon expiration of 5 (five) calendar days after the Licensor notifies the Licensee by any available means about the termination of the License Agreement.
3.1.3. Subject to legal requirements, determine the scope of information that constitutes a trade secret or is confidential and require the Licensee not to disclose this information.
OBLIGATIONS OF THE LICENSOR:
3.2. Licensor undertakes to:
3.2.1. Provide the Licensee with the Image in the manner and on the terms and conditions provided for in this License Agreement.
3.2.2 Not to interfere with the lawful use of the Image.
LICENSEE'S RIGHTS:
3.3. Licensee has the right to:
3.3.1. Reproduce the Image;
3.3.2. Distribute the original or copies of the Image by sale or other transfer of ownership, namely: in printed form on packaging or the labeling of goods, on letterhead and business cards, in point-of-sale advertising materials, on the covers of CDs and DVDs, or in advertisements and copies of physical media, including magazines, newspapers and books, provided that the Image is not reproduced more than 5,000 times in total and/or the aggregate revenue from such reproduction does not exceed the sum of $10,000 or its foreign equivalent.
3.3.3. Reproduction of the Image, including on websites, online advertising, social networks, mobile advertising, mobile applications, programs, e-cards, electronic publications (e-books, e-magazines, blogs, etc.), e-newsletters, as well as electronic media, including video sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to a budget limitation of $10,000 or its foreign equivalent, inclusive, as of the date of such reproduction.
3.3.4. Public performance including:
3.3.4.1 In outdoor advertising, including on billboards, street equipment, etc., provided that the intended audience for the campaign is less than 5,000 people and/or provided that the budget for such production does not exceed $10,000 or its foreign equivalent, inclusive;
3.3.4.2 In films, videos, television series, commercials, and other multimedia products (collectively, "Products") for distribution by any means now known or hereafter developed (regardless of audience size), provided that the estimated audience for the campaign is less than 5,000 people, inclusive, as of the date of such screening.
3.3.5. Modify the Image by changing contrast, brightness, saturation conversion to sepia or black and white, vignetting, cropping, and resizing.
3.3.6. Importing instances of the Image.
3.3.7. For personal, non-commercial use (not for resale, distribution, or any other form of commercial use).
LICENSEE'S OBLIGATIONS:
3.4. Subject to the terms and conditions of this License Agreement, Licensee agrees to:
3.4.1. Use the Work under the terms and conditions outlined in this License Agreement.
3.4.2. Pay remuneration to the Licensor for the use of the Image.
3.4.3. Do not disclose any confidential information.
3.4.4. Observe the Licensor's non-property rights, including the preservation of information about the Image and copyright, providing information about the Licensor when using it, namely, to indicate the name (pseudonym) of the Licensor in the following spelling: David Dubnitsky (Obligation to claim authorship of the Image).
In all cases, the attribution must be of such size, and color, and positioned to be clearly and easily readable to the naked eye.
3.4.5. Do not use the Image in any manner other than as expressly provided for in the license granted.
3.4.6. Not to represent any person depicted in the Image (hereinafter referred to as the Model) in a manner that may be reasonably offensive to a person, including, but not limited to, showing the Model:
– in materials related to pornography, "adult videos," adult entertainment centers, escort services, dating services, etc.;
– in advertising or promotional material for tobacco products;
– in a political context, such as in advertising, promotional materials, or materials produced in support of any political party, candidate, or elected official, or in connection with any political policy or viewpoint;
– as a person who has a physical or mental illness;
– as a person who takes part in immoral or illegal activities.
3.4.7. Not to use the Image in a pornographic, defamatory, offensive, or libelous context or in a manner that could be considered defamatory, obscene, offensive, or illegal.
3.4.8. Not allow the Image to be used by others based on a sublicense agreement (prohibition on sublicensing).
3.4.9. Not to modify the Images except as expressly provided for in this License Agreement. In particular, do not allow any changes in the appearance of the model.
3.4.10. Notify the Licensor within 5 (five) calendar days of any changes to the underlying license agreements, including planned changes.
4. LIABILITY
4.1. The Parties shall be liable based on this License Agreement and applicable law.
4.2 The Licensee shall be liable for breach of obligations under this License Agreement in the number of losses caused to the Licensor, as well as a fine in the amount of the losses caused.
4.3. In case it is difficult or impossible to determine the number of losses, the injured party must pay a fine – $3,000 or its foreign equivalent.
4.4. Regardless of the liability under clauses 4.2, and 4.3, the Licensee has the right to collect, and the Licensor is obliged to pay a fine:
– in the amount of $1,000 or its foreign equivalent for violation of the obligation to notify the Licensor of any changes of basic conditions of the License Agreement;
– in the amount of $3,000 or its foreign equivalent for violation of the basic license conditions, regardless of the presence of damages or other consequences;
– in the amount of $1,000 or its foreign equivalent for the use of the Image without specifying the name (pseudonym) of the author;
– in the amount of $1,000 or its foreign equivalent for other violation of intellectual property rights that does not directly violate the terms of this License Agreement.
4.5. The Software Product and Author are not responsible for any harm, loss, or damage resulting from changes made to the Image or related to the context in which the Image is used.
4.6. Limitation of Liability, NYMF, Author's maximum aggregate obligations and liability arising from Licensee's use of the License shall be limited to $10,000.
4.7. The Licensee indemnifies NYMF, its employees, and the Author from damages or liability of any kind in case the Image is not used as specified in this License Agreement. You also agree to reimburse NYMF for any costs it may incur if you breach the terms of this or any other agreement with NYMF.
4.8. The Licensee agrees to notify the Licensor within 5 (five) calendar days of any changes to the basic conditions of the License Agreement, including planned changes.
4.9. Failure to notify the Licensor of any changes of basic conditions of the License Agreement shall be grounds to hold the Licensee liable for breach of the terms of this License Agreement.
4.10. The Licensor has the right to unilaterally terminate this License Agreement in case of the Licensee's non-compliance with the basic license terms, the Licensee's breach of this License Agreement, or the Licensor's actions that carry reputational risks.
4.11. The License Agreement shall be deemed terminated upon expiration of 5 (five) calendar days after the Licensor notifies the Licensee by any available means about the termination of the License Agreement.
Any further use of the Image by the Licensee is a violation of the terms of this License Agreement.
4.12. Termination of the License Agreement shall not relieve the Parties from liability for its violation that occurred during the term of this License Agreement.
5. WARRANTIES
5.1.The Licensor warrants that it has the copyright to the Image.
5.2. The Image in its original unmodified form provided to the License Agreement shall be used and licensed in full compliance with the applicable laws of Ukraine. The Image in no way:
– does not infringe copyright or other related rights;
– do not violate the privacy or publicity rights of third parties;
– do not violate laws, rules, regulations, or ordinances.
5.3. By entering into the License Agreement, the Licensee guarantees its compliance with the basic conditions of this License Agreement and guarantees full and unconditional performance of all terms and conditions of the License Agreement.
6. DISPUTE RESOLUTION
6.1. The Parties undertake to resolve any dispute through negotiations and in a pre-trial order.
6.2. In case of impossibility to resolve the dispute through negotiations and in a pre-trial order, the dispute may be referred for resolution in court according to the laws of Ukraine.
7. FINAL PROVISIONS
7.1. This License Agreement takes effect from the moment of the Licensee's accession to the terms of the License Agreement and is valid indefinitely.
7.2. Sending the notice provided for in cl. 4.8 of this License Agreement is the basis for the conclusion of a new License Agreement with simultaneous termination of this License Agreement.
7.3. The Licensor may at any time initiate an extension of the rights granted by the Licensee by switching to another license.
The conclusion of a new License Agreement automatically terminates this License Agreement.
7.4. The mutual relations of the Parties not regulated by this License Agreement shall be governed by the current legislation of Ukraine.