Content License Agreement Between You and 360Cities

This Content License Agreement (the ”Agreement”), is by and between 360Cities and You (hereinafter referred to also as ”Customer”),

1. The License
  1. General license terms: When you purchase an item (the “Content”) on our website and pay for it we grant you a non-exclusive, non-transferable, worldwide license (the "License") on the terms and subject to the conditions and limitations set out in this Agreement, to: use, copy, edit, modify, manipulate, duplicate and synchronize the Content in any work, in allowed work and allowed media now known or hereinafter devised, which incorporates the Content together with other works, which all is created by you or for you or on your behalf so that you may copy, publish, display, transmit, broadcast, telecast and/or distribute the Content worldwide by any means but solely as part of a work created by you or for you or on your behalf without need to further sub-license the Content.
  2. Specific license terms: 360Cities licenses Content on a “rights-managed” basis, meaning that the full scope of the License granted to you for the Content is also further defined by the usage categories, subcategories and license duration period specified by you when purchasing the Content from our website, and / or summarized in your invoice.
  3. You may also use the tags, information, annotations, and meta data available on our website related to the Content.
  4. You must not incorporate the Content in any work that would become a trademark, logo and/or a service mark. You must not use the Content unlawfully.
  5. When you purchase the Content on our website and pay for it you do not acquire all rights, title, and interest in and to all of the copyrights, trademarks, trade secrets and other proprietary rights contained in the Content that are not expressly granted to you by the terms of this Agreement.
  6. The License does not include the right to record a new performance of the Content or the composition reflected thereby.
  7. When you purchase the Content on our website and pay for it, the License granted to you is fully-conditional upon your compliance with our terms of use and this Agreement.
2. License restrictions
  1. Under the License we grant you, you must not:
    • allow access to the raw image, except for the purpose of creation, reproduction or distribution of your works made by you or for you as permitted by this Agreement;
    • transfer the License, resell, sublicense, rent, loan, assign or transfer the Content; distribute, transmit or publicly display any part of the Content as a template, a standalone file or superficially modify any raw part of the Content and sell or license it to others; incorporate any part of the Content into a logo, trademark or service mark.
  2. Immediately after you become aware of any unauthorized access or duplication of any part of the Content, you should promptly notify us. This License does not include any intellectual property that may be depicted in the Content. We make no guarantee that there is no intellectual property depicted in the Content.
  3. If you use licensed Content in an editorial context you will accompany your work with attribution in the following form: [”Name of contributor/”].
  4. Watermarked Content: You may download a limited number of watermarked images on a complimentary basis, currently limited to three (3) per order or 10 per month. If you download or are provided with watermarked Content from our website, you may only use it for internal testing and prototyping in order to determine the suitability of the Content for your purpose. Watermarked content may not be altered in any way, shared or transmitted for any purpose other than internal testing, or used for any purpose that is in any way public, whether the purpose is commercial or non-commercial.
3. Warranties
  1. We warrant with regard to the Content you purchased that we have the right and authority to enter into this Agreement and grant you the License as described under this Agreement.
  2. We warrant that there are no material defects in the Content you purchased which would prevent you from downloading and using it. If there are any material defects discovered in the Content you agree that your only and exclusive remedy for obtaining a replacement copy of it is to contact us within 30 days of downloading it. If we discover and/or confirm within 30 days of a download by you of a purchased the Content that there are ongoing material defects in we will refund royalties actually paid by you and this Agreement, in relation to the refunded part of the Content, will expire.
4. Indemnification and Limitation of Liability
  1. We will defend, indemnify and hold you harmless from any actual or threatened third party lawsuit, claim, or legal proceeding alleging a breach of any of our express representations and warranties in this Agreement or that the distribution or use of the Content downloaded and used by you pursuant to this Agreement violates any of such representations and warranties, provided in each case that you have paid all amounts due to us and have not otherwise breached the terms of the Agreement.
  2. You will indemnify and hold 360Cities, our Affiliates, our resellers and our contributors and their respective representatives, shareholders and/or partners harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs) arising out of or relating to any claim relating to or arising directly or indirectly out of a failure to comply with this Agreement or other breach of, this Agreement by you or any of your representative, or any claim related to use of an item under the License.
  3. You acknowledge and agree that all content is provided by us without Model or Property Releases, and in each case it is your responsibility as the Customer to obtain such Releases if required for the intended use. If you are unsure whether a Release is required for your use, it is your responsibility to make that determination. 360Cities does not warrant that Releases exist, nor have been obtained for any copyrighted designs, artworks, architecture, trademarks, names, or public or private property depicted in the Content, and assumes no responsibility for obtaining them.
  4. Except as expressly provided in this Agreement, 360Cities and the Content contributors shall not be liable to you or any other person or entity for any punitive, special, indirect, exemplary, consequential or incidental damages, lost profits or, in the case of us or the other parties, any other damages, costs or losses, including the cost of cover, arising under this agreement or out of or related to the license, your or any of your representatives use or exploitation of the Content, the website or information about the Content, any services provided by us or the results from the use thereof or otherwise, even if we have been advised of the possibility of such damages, costs or losses, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
  5. The maximum aggregate amount of our liability (meaning the total amount we may be responsible for, whether under this agreement or any other agreement for the same Content, regardless of the number of times you license the same Content) SHALL BE LIMITED TO the single price actually paid by you for the particular item of the Content which caused our liability per item of the Content.
  6. You acknowledge and agree that the fees for the use of the Content reflect and are set based on our significantly higher business operation risk and absence of this risk on your side and the limitations of liability set forth in this agreement, and that the limitations of liability herein are fundamental elements of the basis of the bargain between you and us. Notwithstanding anything else in this or any other agreement, neither 360Cities nor the Content contributor shall be ever liable for any damages, costs or losses arising as a result of modifications made to the content by you, any of your representatives or any third party after the Content is downloaded and/or for the particular context in which the Content is used.
  7. You assume full and exclusive responsibility for how you use the Content or any services provided by us and the particular context of how the item is used. We will not be held responsible for any delay or failure to comply with our obligations under this Agreement if the delay or failure arises from any cause that is beyond our reasonable control.
  8. No action, regardless of form, arising out of the License or under this Agreement may be brought by you more than one year after the cause of the action has accrued.
5. Final Sale and Tax Payments
  1. Each and every sale of a License is final. Unless we materially breach one of our express representations and warranties set under this Agreement we are under no obligation to refund any fees paid by you for Content.
  2. You are solely responsible for assessment and payment of any and all applicable taxes, if any, imposed by any jurisdiction as a result of entering into this Agreement.
  3. The License is granted conditional of payment of full price as set by us on our website and no set - off, deduction or withholding is allowed.
6. Representations
  1. Each party represents and warrants that it has the full right, power, and authority to enter into, perform, and undertake rights and obligations as set forth under this Agreement.
7. Term and Termination
  1. Term. This Agreement is effective from the date your payment for an item of Content is received by us for the duration of the license period defined by your specific usage of the Content.
  2. Termination. This agreement will be terminated with the expiration of the license period defined by your usage of the Content.
8. Data Processing consent

You agree that 360Cities and our affiliates and partners may, in accordance with data privacy laws, keep records and process of details supplied by you when licensing Content from us. This requires transferring your personal information among various different countries including the United States where our servers are located. You are aware and grant consent that, when transferred, your personal information may be processed in a country that offers less privacy protection than your country.

9. Additional Terms of Use and Miscellaneous
  1. Relationship of the Parties. The relationship between 360Cities and you is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  2. Assignment. This Agreement is personal to you. You shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. 360Cities may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
  3. Amendment and Modification; Waiver. Notwithstanding anything else in this or any other agreement, 360Cities has the right, in its sole discretion, to make changes to this Agreement and any other agreements or terms which may be referred to or incorporated by reference herein at any time and for any reason, and you consent to the terms of this Agreement and any such other agreement and/or terms, in force at the time that you purchase a particular item of Content.
  4. Severability. If any part of this Agreement is invalid, illegal, or unenforceable in any jurisdiction it shall not affect any other part of this Agreement or invalidate or render unenforceable such part in any other jurisdiction.
  5. Governing Law: Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the United States and the State of New York without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the city of New York in any legal suit, action or proceeding arising out of or related to this Agreement or any Content. You shall promptly reimburse us for any reasonable attorneys' fees and court costs that are incurred by 360Cities in enforcing this Agreement. We are also entitled to set-off from payments of the amounts payable to you any amounts owed by you to us and reasonable legal fees and other expenses incurred in enforcing this Agreement.
  6. Entire Agreement and Acceptance. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. You accept this agreement by clicking “OK” and/or otherwise signifying acceptance, in particular by continuing to use 360Cities website and purchasing Content.