Backplate Pro Ltd. Content Licence - 16 April 2018
This is Backplate Pro’s Content Licence agreement. It describes how you can use our products and any restrictions that exist. Please take time to read it carefully and feel free to contact us if you have any questions.
Please note you are accepting the terms of this agreement by using any Backplate Pro product. The product is licensed to the customer registered on the ‘Customer Information’ page at checkout. Your unique licence ID is the order number from your purchase, keep this for your records.
1. The Agreement
This section explains who the Agreement is between and how you enter into it.
The “Customer” (you) is the party who is entering into the agreement and will be paying the licence fee to us. This may be you personally or your employer (if you are authorised to specify them as the Customer). Please enter the correct contracting party as the “Customer” in the customer information page during checkout.
The “Customer” is the person or entity who will be granted a licence to use Backplate Pro Content under this agreement. If you or your employer are going to use the rights for your own purposes, you/they should be the Licensee. If instead you would like a third party to be the “Licensee” (e.g. a client you are working for) please name them as the Licensee. This will entitle you to pass on (subcontract) the licensed rights to them. Please enter the correct person/entity as the “Licensee” in the customer information page during checkout.
The Backplate Pro licence agreement is between the Customer and Backplate Pro, a trading name of Copperworks Motion Design LTD, a company incorporated in England and Wales with its registered office at 85 Great Portland Street, First Floor, London, W1W 7LT, United Kingdom (“Backplate Pro”).
By using any Backplate Pro product the Customer is agreeing to the terms and rights set out in this agreement on its own behalf and for any third party Licensee.
The Licensee must have a valid licence to use any Backplate Pro product. This is obtained by purchasing the product directly from our website; the licence fee is the price of the product you are purchasing. Your unique ID to verify you have a licence is the order number of your purchase.
Backplate Pro reserves the right to update or amend this licence agreement at any time.
This section explains how we will define certain additional terms throughout the Content Licence.
“Content” refers to; video footage, photographs including high dynamic range imaging (HDRI), drawings, diagrams, vectors, moving images, films, animations, audio, audio/visual presentations, and writings created, produced or licensed by Backplate Pro via our website.
“Project” refers to a single, discrete purpose or assignment for which the Content will be used. This may also be referred to as a “Campaign”.
“Commercial Use” refers to any Project where you receive a payment or reward, or where any entity stands to profit from use of our Content.
“Personal Use” refers to any Project for non-commercial use and where no financial gain will be made from any party. This includes self-promotion, show/demo reels, and self-funded films of any duration where no sponsorship or commercial party is involved in any stage of the production or distribution.
3. The Licence
This section explains how your Personal Use and Commercial Use licences work.
In consideration for the appropriate licence fees being paid, your licence purchased from Backplate Pro includes the non-exclusive right to use the purchased Content:
- for one Commercial Use Project or Campaign; and
- an unlimited number of times for Personal Use.
There is no limit to the size of the Campaign, its duration, or how many people work on it. One licence will perpetually cover all digital and print distribution forever and throughout the world.
- Reversions of the original Campaign are also permitted under the original licence. There is no limit to the amount of times, or where in the world the reversions take place.
- If the same Content is required for a new Project or Campaign a new licence must be purchased by re-downloading the Content.
- The licence is only valid for multiple people working on the same Project. Separate Projects will require new licenses in each instance.
- Please refer to the “Permissions” section below for details on where and how you can use Backplate Pro Content commercially.
4. Payment Terms
- Our website indicates the applicable licence fees payable for the Content. Licence fees must be paid online in full in the indicated currency before Content may be downloaded and is licensed.
- You are responsible for paying any and all applicable taxes imposed by any jurisdiction as a result of the licence.
- Due to the fact our products are in a digital format, Backplate Pro cannot offer refunds for any purchase unless required by law. If you have any questions about the Content or this agreement please contact us before you purchase.
The following explains exactly what the Licensee may and may not do with the Backplate Pro Content. Where the Customer has purchased a licence for a third party nominated Licensee, the Customer shall ensure that the Licensee is aware of and complies fully with the following:
- You may non-exclusively use the Content. This means multiple people can use a Backplate Pro product and it is not exclusive to just you.
- You may modify and reproduce the Content worldwide in perpetuity with no limit on impressions, scale, or budget of the Project. This means you have the right to edit the Content and you can use your edited Backplate Pro Content without any restrictions on the scale of your production.
- You may use the edited Content for digital Projects such as self-promotion, commercials for online or broadcast use, television branding and promos, television series, documentary or journalistic videos, feature-length and short films and documentaries, music videos, out of home advertising and billboards, explainers and corporate videos, web sites and digital media, video games and software applications, designs, publications, in mobile advertising, mobile “apps”, e-cards, and e-publications (e-books, e-magazines, blogs, etc.). If you plan to use the Content in a digital format not described here please contact us for approval.
- You may use stills of the edited Content for physical Projects such as point of sale advertising, posters, billboards, in the advertising and copy of tangible media, including magazines and newspapers. If you plan to use the Content in a physical format not described here please contact us for approval.
- You may not use the Content as part of a company or individual’s logo or logo mark.
- You may not use the 360 HDRI as standalone products, edited or unedited, for virtual reality, 360 websites or apps or similar, or for any other use than lighting, reflections and any other compositing details in 3D software.
- You may use the Content without the need to credit Backplate Pro.
- You may use stills of any video for promotion or as advertising in its own right, as long as it adheres to the terms set out in this agreement.
- You may not use the Content to advertise products, services or businesses deemed to be in direct competition with Backplate Pro. For example, other stock footage or HDRI suppliers.
- You may not use the Content in any manner which is illegal, defamatory, deceptive, libelous, offensive, immoral, unethical, pornographic or in any way that infringes upon a third party’s trademark or copyright.
- You may not resell, redistribute, provide access to, share or transfer the Content in an unedited form or as a product in its own right. This means Backplate Pro products cannot be resold as stock footage or HDRI, or in any other fully or partly unedited form.
- You may not resell, redistribute, provide access to, share or transfer the Content to any third party who has not purchased a valid licence from Backplate Pro. This means Backplate Pro products cannot be shared with anyone else who has not purchased a valid licence or been nominated by you as the Licensee. This does not affect companies named as the Customer who will have multiple employees working on the same Project.
- You may not use the Content for any Personal Use or Commercial Use for any amount of time or for any trial period if you have not purchased a valid licence from Backplate Pro.
- If any Content features a model or an actor, you may not depict them in any way other than as an incidental participant in the Content, in any way that could be construed as unflattering, offensive, pornographic, degrading, invasive to their privacy rights, or which could be seen to be personally endorsing any unethical product or service, tobacco product or political party, or as suffering from or medicating for a physical or mental ailment.
The Content is being provided to you under the terms of this agreement as a non-exclusive licence for use but does not transfer any ownership from Backplate Pro. Backplate Pro and/or its licensors remain at all times the sole and exclusive owners of the Content.
Backplate Pro reserves the right to edit and re-supply the Content at any time. If a product you have purchased is re-edited within 24 months, you can contact us for a new download free of charge.
Backplate Pro reserves the right to edit this agreement at any time. Please refer to www.backplatepro.com for the latest Content Licence.
6. Warranties and Disclaimers
We warrant that:
- we have the right and authority to enter into this agreement and grant the rights in the Content to you, subject to the terms set out;
- the Content will have no material defects which would prevent it being downloaded and that if such defects are found we will use reasonable efforts to promptly remedy them.
DISCLAIMER: Other than the above warranties, the Content and our website is provided to you ‘as is’ without any warranties, representations or conditions of any kind, express or implied, regarding its quality, suitability for your Project, non-infringement or availability.
Legal clearances: Please be aware that whilst we try to remove the majority of third party materials, images and logos from film locations, sometimes it is not possible. We cannot be held responsible for any consequences that arise from using these in a Project deemed defamatory, insulting to another brand, that promotes a third party or is used by you in such a way as to infringe third party rights including trade marks, copyright, design rights and privacy rights. In these instances we recommend removing or covering any visible third party elements and undertaking your own legal clearance checks.
7. Limitations of Liability
Nothing in this agreement purports to limit liabilities that may not be restricted at law, including but not limited to death or personal injury.
Save for the above proviso, Backplate Pro’s entire liability under this agreement for losses that may be limited at law shall be capped at a maximum of the value of the fees paid by you for the specific Content giving rise to any claim.
Backplate Pro shall not be liable for any of the following losses, even where we have been advised of the possibility of such losses and whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise in any jurisdiction:
- losses, costs or damages arising as a result of modifications made to the Content or due to the context in which the Content is used;
- digital files corrupting systems which we do not own or control;
- indirect, consequential, punitive or special losses, damage to reputation, loss of profits or loss of data;
- third party criminal acts, including but not limited to computer hacking, spyware, malware or use of any other illegal devices or activities.
Any action under this agreement against Backplate Pro must be brought within one (1) year from the cause of action accruing.
8. Termination of Licence Agreement
This section explains what happens in the event that you do not comply with or breach the terms of the Backplate Pro licence agreement.
In the event that you do not comply with or breach any term of the licence agreement, efforts will be made to at first instruct you to desist and amend the breach.
If the request is not satisfactorily resolved within seven days, the request is ignored, or in the first instance in the case of a serious breach, in addition to our rights at law, Backplate Pro may terminate this agreement and all licences granted with immediate effect. In this case you must stop using the Content, destroy all copies of the Content in your possession or control, and delete, destroy or withdraw from publication any Projects containing the Content including software files, video files, and any other digital or physical articles containing or featuring the Content. Where you have purchased a licence for a third party Licensee, it shall be your responsibility to ensure that your Licensee complies with this clause.
In severe instances any damages, including legal costs, may be pursued through a court of law.
The granting, suspension and termination of the licence agreement is ultimately at the discretion of Backplate Pro.
If a licence is terminated through misuse you have no right to a refund.
- Our products are intended primarily for businesses, professionals and individuals in the film and animation industry, rather than for purely personal, consumer use.
- The duration and files sizes of the Content will vary from each product, please see each product page for more information.
- Please note your downloaded Content may look darker or have a flatter colour profile than the one displayed on the website. This is to give you flexibility over your grade, and to make the preview on the website legible.
- Although we strive to provide accurate information with our products, such as camera and lens information, we cannot guarantee all data is exact.
10. Illegal Use
Thank you for purchasing a Backplate Pro product.
We are a small company and illegal use of our products damages our ability to create new content. Our range of locations and generous commercial licence is made possible by the honesty and vigilance of the creative community.
If you have any concerns about misuse please contact us immediately. Please support creative businesses by only using products you have purchased directly from the creators or approved retailers.
11. General Legal
- The parties to this agreement are independent contractors and nothing in this agreement shall create any relationship of employment, joint venture, partnership or fiduciary relationship between us.
- If any part of this agreement is found to be invalid or unenforceable, the remaining sections shall remain in force.
- This agreement shall be construed under the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.
© Copperworks Motion Design LTD 2018