Species Enterprises Limited trading as digitalcontentagency.com, Digital Content Agency Music.
The following Terms and Conditions govern the use of the digitalcontentagency.com website/s and comprise an enforceable legal agreement between Species Enterprises Limited (“we”, “us”) and you in relation to your use of our website and the licensing and use of Content (as defined below) from us. You will by using this website and services indicate your acceptance of these Terms and Conditions which you must agree to before you can purchase or download any Content. By so doing, you confirm that you have read these Terms and Conditions. These Terms and Conditions, which may be amended by us from time to time and details of which will then be posted on this site and/or sent via email, constitute our entire agreement with you.
If you disagree with any of them or if there is any term or condition that you are not prepared to accept then you must stop using this site and terminate any proposed transaction with us.
The initiation of any transaction will constitute conclusive acceptance by you of all these Terms and Conditions.
The operation of this site is subject also to the Privacy Policy reproduced below. You may not reproduce or use this website or any part of it for any commercial purpose without our express prior written consent.
Species Enterprises Limited: Terms and Conditions
Copyright and Restrictions on Use of Website
All material on this website, and all copyright and other intellectual property rights in and to that material, including without limitation its design structure and appearance, and all Content, are owned by Species Enterprises Limited and/or its licensors and other Content providers. You may not copy or reproduce in any form, format or medium any material on this website without our prior permission in writing.
You may not use, copy, reproduce or exploit any trademark, logo, or other proprietary information relating to us for any commercial purpose without our express prior written consent, nor use or incorporate our name or trademark (or those of any of our licensors or owners of Content) in or as any keyword, meta tag or other hidden content to direct traffic to any other web site or web page without our express prior written consent.
You may not engage in the framing of any name, trademark, logo, or other information relating to us without our express prior written consent. Any breach of these restrictions will automatically terminate and revoke the licence granted to you.
1. DEFINITIONS
In these Terms and Conditions, and/or elsewhere on this website as the context admits:
(a) “Content” means Images, audio recordings, audio-visual recordings, sounds, film or moving images, text, articles, blogs and any other item of information or any of them or any combination of them.
(b) “Licensed Content” means only Content that you Purchase from us in accordance with these Terms and Conditions other than by buying any Product(s). Content reproduced on, in or in connection with any Product is not Licensed Content.
(c) “Images” means photographs, pictures, drawings, illustrations, clipart, fonts, graphics, composites and other pictographic representations. Unless and until otherwise specifically offered by us on this website, all Images are supplied in JPG file format only.
(d) “Product(s)” means (a) physical product(s) or item(s) of merchandise reproducing Content and offered for sale by us via this website.
(e) “Purchase(d)” means:
(i)in the case only of Products, your acquisition of the relevant Product(s) without any right to use any of the Content reproduced on or in that Product, and
(ii)in the context of your acquisition of Licensed Content (i.e. other than by buying any Product(s), the acquisition by you of solely a limited licence to use such Licensed Content in accordance with these Terms and Conditions, and notwithstanding the normal meaning of that term does not imply or connote the acquisition by you of any title to or ownership of any such Licensed Content.
(f) “Royalty Free (“RF”)” in the case of an Image means the Purchase for a single fee or fees of an Image allowing use in accordance with any Royalty Free licences Purchased for use within a single project or campaign. Royalty Free Images may be incorporated in any particular project or campaign (and altered, amended and edited) only during the period of three (3) years from date of Purchase but must then be re-Purchased if altered, amended or edited within an existing project or campaign after that three (3) year period. All Royalty Free Images are sold subject to Reserved Rights (if any). Use of Royalty Free Images is at all times non-exclusive. Such Images may previously have been (and may in the future be) sold to other parties in addition to, and notwithstanding, your Purchase. Royalty Free Images may not be used on consumer merchandise of any kind, such as (by way of example and without limitation) on T-shirts or other articles of clothing. Unless otherwise clearly specified in your order, and in our acceptance of your order (see clause 3 below), all Purchases of Images from us are on our Royalty Free basis.
(g) “Rights Managed” in the case of an Image means the Purchase of an Image for a single use only in accordance with specific terms agreed with you as to (for example, and without limitation) permitted media, territory and duration and subject to Reserved Rights (if any). If you wish to purchase any Image on a Rights Managed basis, please contact us.
(h) “Exclusive Use” in the case of an Image Purchased by you means our agreement (but only if specifically so stated in our acceptance of your order, and then only for the period of time and/or territory agreed by us) to withdraw that Image from subsequent sale to third parties. Notwithstanding the normal definition of the word “exclusive”, we do not warrant, represent or guarantee that any such Image has not previously been sold or licensed to a third party or parties, or that such Image may not then be in current use by a third party or parties, and our sole obligation in respect of any agreed Exclusive Use is, for the period of time and/or territory agreed with you, not to sell that Image again to a third party. No “Exclusive Use” of any Image will convey or grant to you any proprietary right in or to that Image or the copyright therein, all such rights at all times being reserved by us on behalf of our licensors, sellers and grantors.
(i) “Reserved Rights” means restrictions notified by us to you on behalf of the copyright owner or controller of any particular Image as to the permitted manner and/or extent of use of that Image.
2. USE OF CONTENT
(a) We may give you a worldwide, non-exclusive, royalty-free, non-assignable and non-transferable limited and restricted licence to use Licensed Content which you purchase from us strictly on these Terms and Conditions. You acknowledge and understand that the purchase by you of any Product does not give you any right to use any of the Content reproduced in or on or in connection with that Product. All rights not specifically granted to you are reserved by us absolutely.
(b) Subject to any specific restrictions stated in these Terms and Conditions and/or in connection with the specific Licensed Content that you Purchase, and only where applicable to the specific available purchase choice(s) selected and submitted by you, and accepted by us, you may:
(i)back up and store the applicable Licensed Content as may be necessary on a single server for archival purposes only;
(ii)use the applicable Licensed Content comprising any Image(s), in accordance strictly with a specific licence Purchased by you for the use of that Licensed Content in appropriate media such as any electronic or print media, including advertising and editorial use, provided that such use is not intended to allow any re-distribution or re-use of the Content, Image(s);
(iii)(other than in the case of Royalty Free Images, where such use is prohibited) use the applicable Image(s) purchased by you for consumer merchandise provided that such use is not intended to allow the re-distribution or re-use of any Image;
(iv)modify or alter the applicable Licensed Content Purchased by you as may reasonably be necessary for your use, subject to the provisions of clauses 2(b)(iii) and 2(c) of these Terms and Conditions, provided that if such modification or alteration constitutes a derivative work for copyright purposes, you will not acquire any copyright or other ownership in or to any of the Licensed Content and your use of any such derivative work will be subject in all respects to these Terms and Conditions. In the case of any derivative work, if requested by the copyright owner, you agree to execute a written assignment of all such rights, including copyright, without charge;
(v)any modification or alteration of any Licensed Content in a manner not outlined above must be approved in writing by us.
(c) You may not without our express prior written consent add lyrics to any Content that comprises music but you may cut or edit the music to fit the intended use. You may not use the title of any Content as the title of any commercial project without our express prior written consent.
(d) The use of any Licensed Content comprising sound recordings and music on any commercially available audio-only or audio-visual product (e.g. compact disc or other records, audio books, DVD, etc) will require additional prior written approval from the copyright owner(s), and may require the payment of additional mechanical and other licence fees to the applicable owners, publishers and/or collection societies. The public performance, broadcast or rediffusion of any recordings and music incorporating Content in any form or medium will be subject to the rules of Phonographic Performance Limited (“PPL”), the Performing Right Society Limited (“PRS”) and/or other applicable performing rights societies in the territory of broadcast or use and will be subject to appropriate licensing and payment. It is your sole responsibility where necessary to consult with all applicable mechanical and performing rights organisations and to ensure compliance with all applicable regulations in that respect.
(e) You may not:
(i) sub-license, distribute, transfer, re-sell, or assign (or purport to do so) any item of Licensed Content or any rights therein for any purpose or in or on any media, format or device, whether physical or intangible;
(ii)reverse engineer, decompile, translate, or disassemble any part of such Licensed Content;
(iii)use any part of any Licensed Content in or as part of a trademark, service mark, or logo without our express prior written consent;
(iv)use any Licensed Content to compete directly or indirectly with the licensing interests of Digitalcontentagency.com, Species Enterprises Limited or any of its related companies and/or their respective licensors and/or Content providers;
(v)without our express prior written consent, and subject to specific terms for such use being agreed with us, use any Licensed Content in any downloadable format intended for multiple distribution including, without limitation, templates, website templates, software products, e-cards, and the like;
(vi)without our express prior written consent, use any Licensed Content that includes representations or depictions or suggestions of real persons in any subject matter that could reasonably be regarded as sensitive;
(vii)exploit or sell CDs, DVDs or other physical media or digital downloads reproducing any Licensed Content comprising music and sound recordings without first obtaining written permission from all third party copyright owners and publishers;
(viii)claim exclusive ownership of any Licensed Content or other digital media file. The copyright owners of all Licensed Content retain full ownership rights, which prevent your seeking to establish your own rights.
(f) You may use the website and Licensed Content for lawful purposes only. In particular, you must not use the website or any Licensed Content in such a way that causes, or might cause, the website to be damaged or access to it to be interrupted or impaired in any way. You acknowledge and understand that you alone, and not we, are responsible for all electronic communications sent from your computer to us.
(g) You must not use the website or any Licensed Content for or in connection with any of the following:
- any unlawful activity, whether civil or criminal;
- any fraudulent activity or purpose;
- any infringement of copyright, trademark, other intellectual property rights, or of rights of privacy or any other rights, or any wrongful disclosure of confidential information;
- the sending or use of any defamatory, offensive, abusive, indecent, obscene, pornographic, injurious, objectionable or threatening material;
- any computer viruses, ‘spam’, spyware, Trojan horses or other malware;
- mass mailings or chain letters.
(h) We and our licensors reserve the right to refuse use of any particular Content for any reason whatsoever; and to notify you that certain Content is no longer available for use. Upon such notification, the licence to use such Licensed Content will automatically terminate.
(i) We reserve the right to replace specific Licensed Content with alternative Content for any reason. Upon notice of such replacement, the licence for the replaced Licensed Content will immediately, and automatically, terminate in respect of any use of that Licensed Content that has not already been made, and these Terms and Conditions will govern the replacement Licensed Content. You agree not to use any replaced Licensed Content with future products or services, and to take all reasonable steps to discontinue use of the replaced Licensed Content in existing products or services.
(j) We use all reasonable efforts to ensure the accuracy and reliability of Licensed Content, but we make no representations and give no warranty as to such accuracy or reliability.
(k) Any commercial use of any Licensed Content must be accompanied by the applicable copyright notice shown, either adjacent to the particular item of Licensed Content or in a separate list of credits.
(l) No “model release”, “property release” or other release any third party right including without limitation copyright, trade mark or any other intellectual property right exists in relation to any Image unless otherwise specifically stated in writing by us. You are solely responsible for obtaining all necessary releases in respect of each Image and the rights to any proprietary material depicted therein. Until you have obtained all necessary releases, no licence to use that Image is deemed granted to you. At our request, and without prejudice to your sole obligation to obtain releases (unless otherwise specifically agreed by us in writing), you will provide us with copies of all such releases. Notwithstanding the foregoing, other than in the case of our negligence or fraud, we disclaim all warranties as to the validity of any releases. If we erroneously make any representation as to the existence or scope of any release our liability will not exceed the price paid by you for the Purchase of the relevant Image.
3. ORDERS
(a) Your order represents an “offer” to us to Purchase the specific Product(s) and/or Licensed Content that you have itemised and selected. That offer is accepted by us only when we send you confirmation by email that your order has been accepted. Our debiting of any charges to your card does not indicate acceptance of an order. Your offer will be accepted only when we send you an e-mail confirming receipt and acceptance of your order, and containing the details of your order. Any items on the same order that are not confirmed in the confirmatory email do not form part of that contract.
(b) Before any order is final you will have an opportunity to check the details and correct any input errors. We reserve the right to reject an order and will notify you if that happens. On rejection all fees previously paid in relation to that order will be repaid. Although we try to ensure that the prices displayed on our website are accurate, if through a clerical or other error an incorrect price is shown we may give you the option of a refund or a purchase at the correct price.
(c)In deciding whether to accept your order we may use the information you have given to us, or which we may already hold about you, or which we may obtain from any credit reference agency. Any such agency will check the details we disclose to it against any database to which it has access, and will keep a record of that check. The credit reference agency will also retain this information and may use it in the future to assist other companies with identity verification to prevent and detect fraudulent transactions. If we decline your offer on security grounds we may contact you to seek an alternative method of payment.
(d) By placing an order, you confirm and represent to us that you are not below the age of 18 years and that you have the full right and capacity under your own local law to enter into a contract.
4. CHARGES
(a) You agree to pay the applicable charges listed on this website for all Product(s) and/or Licensed Content that you Purchase. We accept payment by the credit cards, debit cards and payment gateways displayed on this website. Prices are subject to change without notice prior to acceptance of your order.
(b) Our charges are payable in the currency specified on the website. Your credit / debit card company will calculate your local currency equivalent and you are responsible for any card and/or payment gateway charges that may be imposed by your card issuer or by the payment gateway.
(c) Our charges are subject to value added tax (VAT) where required by law and the amount of VAT will be shown, where applicable, where not included in the basic charge shown for your particular purchase. VAT rates are subject to alteration from time to time and we reserve the right to add whatever is the prevailing rate of VAT from time to time.
(d) You are solely responsible for paying all third party charges such as (without limitation) for internet access to our website such as telecommunications charges and the charges of your internet service provider, and all bank charges related to each transaction.
5. APPLICABLE ONLY TO PRIVATE CONSUMER TRANSACTIONS (OTHERWISE THAN IN THE COURSE OF A BUSINESS)
If you are purchasing Products and/or Licensed Content as a consumer, and not for any business purpose, then to the extent that the EC Directive on Distance Selling (97/7/EC) and the Consumer Protection (Distance Selling) Regulations 2000 as amended by The Consumer Protection (Distance Selling)(Amendment) Regulations 2005 (as the same may be further amended) (collectively “the Distance Selling Regulations”) are applicable to transactions from this website, this clause 5 provides you with the information that you are entitled to receive prior to or in good time after concluding a contract with us, as follows.
(a). Supplier: The supplier is Species Enterprises Limited, a private company incorporated in England & Wales under registration number 06429448, registered office address 96 Carthew Road, Hammersmith, London, W6 0DX. Postal Address: Species Enterprises Limited P.O. Box 60814 London W6 9NS United Kingdom.
(b) Main Characteristics of the Goods: Please see the section of this website that describes the Product(s) and/or Licensed Content you are ordering.
(c) Price of the Goods: as set out in the ordering path for your proposed transaction, subject to these Terms and Conditions.
(d) Delivery Costs: See above.
(e) Arrangements for Payment, Delivery, and Performance: Payment is by credit card, debit card or stated payment gateway unless specifically otherwise agreed by us in writing, as explained in the ordering procedure and in these Terms and Conditions. Delivery is online, via the internet, unless delivery in the form of CD, DVD or other medium is requested and is accepted by us. All orders are subject to approval and we reserve the right to reject any order.
(f) Your Statutory Rights of Cancellation: Under the Distance Selling Regulations consumers have a statutory right of cancellation, subject to certain exceptions. However, by the very nature of this type of transaction by submitting your order you recognise agree and accept agree that we will start supplying Product(s) and/or (as the case may be) providing Licensed Content to you almost immediately after approval of the order. By placing your order you consent to the immediate supply of Products and/or (as the case may be) Licensed Content. The decision to approve your order will be made within a short period (usually no more than a few minutes) following our receipt of your order. For this reason, you acknowledge that the early commencement of delivery to you of Product(s) and/or Licensed Content will prevent the statutory right you would otherwise have to cancel your order from applying.
(g) The Period for which the Offer or Price remains Valid: We reserve the right to increase prices from time to time by notice on this website prior to your placing an order (but any price increase will not affect any order that you have then already placed with us).
(h) The Minimum Duration of the Contract: Not applicable, as transactions from this website are for the purchase of Products and/or Licensed Content on a single, one-off, basis. Therefore no minimum term exists.
(i) Right to Substitute Goods or Services: We reserve the right to modify or provide substitute Products and/or (as the case may be) Licensed Content upon notice to you.
(j) After Sales Service and Guarantees: Except as specifically stated in these Terms and Conditions, we do not provide any guarantees as to our supply of Products or Licensed Content.
6. FORCE MAJEURE
We shall not be liable for any loss or delay caused by any circumstance beyond our reasonable control including without limitation any Act of God, fire, flood, extreme weather conditions, strike or other industrial action, riot, terrorist activity, civil commotion, accident or emergency, any change in the law, trade embargo or other supervening event.
7. LIMITATIONS ON LIABILITY
(a) Whilst we endeavour to ensure that all information on this website is up to date and as accurate as possible, to the fullest extent permissible by law we hereby exclude all express and implied warranties including without limitation those as to merchantability, fitness for particular purpose and satisfactory quality.
(b) Except as otherwise specifically published on this website or as required by law, neither we nor our officers, directors, employees, agents, licensors, Content providers, affiliates or other representatives will be liable for any loss or damage of any kind arising directly or indirectly from the use of or any visit to this website, or from your inability to use this website, or otherwise in relation to this website and/or any Product(s) or Content, including without limitation lost profits, incidental, consequential, special, compensatory or exemplary damages except liability for loss caused by our negligence or as a result of our fraudulent misrepresentation, whether or not we have been advised of the possibility of such loss or damage.
(c) Any links that we provide to other websites are given on the strict understanding that we do not control those third party sites and so we cannot be responsible for their content or for any consequent loss suffered by you. You hereby waive any and all claims against us in respect of any matters arising from any such links.
8. OUR RIGHT OF TERMINATION
In the event of any material breach by you of these Terms and Conditions and/or any unathorised use of any Content all licences granted to you to use any Licensed Content and all other rights granted to you will automatically and immediately terminate. Both we and our licensors and Content providers reserve all our respective rights and remedies in relation to any copyright infringement including (without limitation) in the event that such infringement occurs following termination of the licence under this clause.
9. GENERAL PROVISIONS
(a) No action or lack of action by us, other than an express written waiver or amendment, is to be construed as a waiver or amendment of any of these Terms and Conditions.
(b) We reserve the right to change these Terms and Conditions, our prices, any published information and our Privacy Policy without notice.
(c) These Terms and Conditions contain the entire agreement between us and you relating to your use of this website, and no purported variation, change or modification will be valid or binding unless in writing signed by us or posted by us on this website.
(d) If any of these Terms and Conditions is/are held to be unenforceable, so far as legally possible this will not affect the remaining Terms and Conditions which will continue in full force and effect.
(e) You agree that none of the Content will be used in any way contrary to export laws, regulations or restrictions or (where applicable) to the laws, rules and regulations of the European Union.
(f) These Terms and Conditions are governed by the laws of England and Wales.
PRIVACY POLICY
We respect your right to privacy and this statement explains how we handle information about visitors to and users of this website.
In order for us to fulfil the transactions you request and supply you via this website with the Product(s) and/or Licensed Content that you wish to order, it is necessary for you to provide us with certain information such as, for example, your name, address, telephone number, email address and website address. This information may be passed by us to any online payment processors.
Save as above, we will not share your personal information with other people or businesses without your prior consent. We are registered under the Data Protection Act 1998 and will comply with the Act and related legislation. You can change the personal information that we hold by writing to us at the address below or through your online account.
Cookies
When you visit this website, a small text file called a cookie is automatically stored on your web browser. This enables us to recognise the information you have given us, such as your user account, and helps us identify those parts of the website that are most applicable to your requirements. This cookie can only be read by this website.
You can change any of the information you have given us at any time, by amending your Account Details.
Promotional Materials
After you have registered your details with this website, and if you have authorised us to do so, we may send you promotional materials by email, such as details of special offers or new products.
If you have any questions or complaints about our implementation of this privacy policy or if you would like your details to be removed from our system, please write to us at:
Species Enterprises Limited
t/a Digital Content Agency Music
P.O. Box 60814
Hammersmith
London
W6 9NS
United Kingdom
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