The licensing agreement (the “Agreement”) is entered into by DreamCatcherHDRI and the User. The Agreement’s purpose is to define the terms and conditions under which the User may use the HDR images (individually and collectively referred to as “Content”) for which you obtain a license from DreamCatcherHDRI. By downloading Content from DreamCatcherHDRI, you are agreeing to the terms of this Agreement.
1. Licenses offered by DreamCatcherHDRI
DreamCatcherHDRI offers two types of licensing:
- Standard license : the license for standard use grants to the User unlimited personal use of the Content as part of a personal project or portfolio, and an exceptional one-time commercial use as part of a single commercial project for a single user, i.e. a single copy of the Content for a single user. The personal use license is only available in the 8k file size (8,192 x 4,096 pixels).
- A license for commercial use: the commercial use license allows the User to use the Content for commercial purposes and particularly in the context of games, films, VR experiences or any other integration into commercial projects. The commercial use license is available in various file sizes.
In any case, it is strictly forbidden for the User to resell the license and the HDR images in any form whatsoever (particularly as is and/or through 2D or 3D project source files).
The User pays a one-time license fee and does not need to pay any additional fees even if the User reuses the content. The Content is licensed for unlimited use and for the duration of the copyright term. The price is based on the purposes of the use or on the size of the file.
2. Use of licensed Content
The User may use the licensed Content in accordance with the rights granted below and not subject to any restrictions (see Restricted Uses below). The rights that DreamCatcherHDRI grants the User are, subject to these Restricted Uses and to the rest of the terms of this Agreement, for the duration of the copyright term, which means that there is no expiry or end date on the User’s rights to use the Content. Worldwide, which means that the Content may be used in any country. Unlimited, which means that the Content may be used an unlimited number of times. All media, which means that the Content may be used in printed or digital form or in any other medium or format. Non exclusive, which means that the User has no exclusive use rights on the Content. DreamCatcherHDRI may grant licenses for the same Content to other customers. If the User wishes to obtain exclusive use rights on the Content under a royalty-free license, the User must contact DreamCatcherHDRI to discuss the possibility of redeeming the rights.
3. Restricted Uses
a. No illegal use. The User may not use the Content for defamatory or illicit purposes.
b. No misrepresentation of authorship. The User may not claim to be the original author of the Content nor of a work largely made up by licensed Content.
4. License ownership
The rights granted to the User are non-transferable and may not be sublicensed, ie the User may not transfer or sublicense them to anyone else. There are two exceptions:
· Employer. If the User is making a purchase on his or her employer’s behalf, the employer is allowed to use the Content. In this case, the User declares and warrants that he or she has full powers to bind the employer under this Agreement. The purchased rights may not belong to anyone but the User or the employer, depending on who is designated as "licensee" at the time of purchase.
· Subcontractors. The User may authorize his or her subcontractors or distributers to use the Content in any process of production or distribution connected to the User’s sole use and in the context of the final project. Said subcontractors and distributers must agree to be bound by the terms of this Agreement and may not use the Content for any other purposes.
5. User Accounts
The User is responsible for monitoring any activity in each of his or her User accounts and agrees to: (a) safeguard the security of all usernames and passwords; (b) immediately inform DreamCatcherHDRI of any unauthorized use or other breaches of security; and (c) accept full responsibility for the activity taking place in each of his or her User accounts. DreamCatcherHDRI reserves the right to monitor the User’s downloads and activity in order to ensure its compliance with the terms of this Agreement. If DreamCatcherHDRI determines that the User has failed to comply with this provision or with any other terms and conditions in this Agreement, it may suspend the User’s access to his or her account and take any other measure to defend its rights.
6. Intellectual property rights
· All of the licensed Content is the property of DreamCatcherHDRI. All rights not expressly granted by this Agreement are held by DreamCatcherHDRI. The User may not claim any income from a collecting society in respect of photocopying, digital copying or other secondary uses of the licensed Content.
· Attribution: if the licensed Content is used in an audio/audiovisual production in which other content providers are credited, the User must include the following credits in a similar size and layout: “[Content] provided by DreamCatcherHDRI”
· Use of the DreamCatcherHDRI name or logo: The User may use the name of DreamCatcherHDRI as a content provider, if applicable, but the User may not in any case use the names, logos or trademarks without prior written consent.
a. Termination. DreamCatcherHDRI may terminate this Agreement at any time if the User fails to comply with one of the terms of this Agreement or another agreement with DreamCatcherHDRI, in which case the User must immediately: cease to use the Content; delete or destroy all copies; and, upon request, confirm to DreamCatcherHDRI in writing that the User has met these requirements.
b. Termination relating to social media. If the User is using the Content on a social network or on another third-party website and the social network or the website uses (or announces the intention of using) the Content for their own purposes or in breach of this Agreement, the rights for such use that have been granted to the User shall end immediately, and in this case, upon DreamCatcherHDRI’s request, the User will agree to remove the Content from such social network or website.
c. Refund/Cancellation. In case of sale for commercial purposes, all purchases are final and fixed and may not give rise to a refund. If the User benefits from a right of withdrawal, said right is described in the General terms and conditions of sale and use.
d. Removal of Content. DreamCatcherHDRI may discontinue the license of any part of the Content at any time and at its sole discretion. Upon DreamCatcherHDRI’s notification, or if the User is aware that any Content may be the object of a complaint for infringing a third party’s rights and that DreamCatcherHDRI may be responsible for this, DreamCatcherHDRI may require the User to complete the following actions immediately and at his or her own expense: cease to use the Content, delete or destroy all copies, and make sure that all customers, distributors or employers do the same. DreamCatcherHDRI will provide a replacement content free of charge (determined by DreamCatcherHDRI according to its own reasonable commercial judgement), subject to the other terms and conditions of this Agreement.
8. Representations and warranties. DreamCatcherHDRI makes the following representations and warranties:
a. Warranty of non-infringement. With respect to all licensed content, DreamCatcherHDRI warrants that the use that the User makes of it in accordance with this Agreement and in the form delivered by DreamCatcherHDRI does not infringe any copyright or moral right of the content’s owner / creator.
b. Exclusion clause. Except as expressly guaranteed above, DreamCatcherHDRI does not grant any right or warranty with respect to the use of the registered, non-registered or copyrighted names, persons, marks, designs and models, logos, works of art or architecture that are represented or included in the Content. In such cases, it is the User’s duty to determine whether one or more authorizations are necessary with regards to the Content’s intended use. Obtaining these authorizations, if necessary, is the User’s sole responsibility. The User acknowledges that some jurisdictions offer legal protection in case of commercial use of a person’s image, appearance or goods if such person hasn’t given his or her consent. It is the User’s duty to pay the amounts due under the collective agreements in force as a result of the User's use of the licensed Content, and to respect all the other provisions of these agreements.
c. Disclaimer for captions/metadata. Despite DreamCatcherHDRI’s efforts to classify the content in the most relevant category and to attribute the appropriate keywords, caption and title, DreamCatcherHDRI does not guarantee the accuracy of such information or of any metadata provided with the content.
d. Absence of other guarantees. With the exception of the provisions of the section above, the content is provided “as is” without any representation, warranty or condition whatsoever, be it express or implicit, including, but not limited to, no representation, warranty or implicit condition of marketable quality or fitness for a specific use. DreamCatcherHDRI in no case represents or warrants that the Content or its websites will fulfill the User’s needs, or that their use will be uninterrupted or error-free.
9. Indemnification/Limitation of liability.
a. Indemnification of DreamCatcherHDRI by the User. The User undertakes to defend, indemnify and hold harmless DreamCatcherHDRI, its parent company, its subsidiaries and affiliates, as well as its content providers and each of their respective managers, executives and employees, against any damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the User's use of any Content not falling within the scope of this Agreement; (ii) any real or suspected breach of any term of this Agreement or any other agreement with DreamCatcherHDRI of which the User (or any person acting on the User’s behalf) is responsible; and (iii) the User’s failure to obtain the authorizations required for his or her use of the Content.
b. Indemnification of the User by DreamCatcherHDRI. Provided that the User is not in breach of the terms of this Agreement or of any agreement with DreamCatcherHDRI, and as the sole and exclusive remedy available to the User in case of breach of the warranties set forth in Section 8 above, DreamCatcherHDRI agrees, subject to the terms of this Section 9, to defend, indemnify and hold harmless the User as well as his or her parent company, subsidiaries and affiliates as well as each of the User’s executives, managers and employees, against any damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or in connection with any real or suspected breach by DreamCatcherHDRI of its warrantees as per Section 8 above. Such indemnification does not apply when damages, costs or losses arise from or are the result of changes that the User has made to the Content or the context in which the User uses the Content. Such indemnification does not apply to any continued use of the Content after DreamCatcherHDRI has informed the User, or the User has become aware, of the fact that the Content is the object of a lawsuit for the infringement of a third party’s rights.
c. The party seeking indemnification must inform the other party as soon as possible of such action. The party responsible for the indemnification (the one covering the expenses) has the right to take on the conduct, settlement or defense of any action or dispute. The indemnified party (the one not covering the expenses) shall cooperate to the full extent reasonably requested by the party responsible for the indemnification. The party responsible for the indemnification may not be held responsible for the legal expenses nor other expenses incurred before the other party has notified them of the action they seek to be indemnified for.
d. Limitation of liability.
DREAMCATCHERHDRI SHALL NOT BE HELD LIABLE TOWARDS THE USER, NOR TOWARDS ANY OTHER NATURAL OR LEGAL ENTITY, OF ANY SHORTFALL, EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL, ACCESSORY OR OTHER DAMAGES, EXPENSES OR LOSSES ARISING FROM THIS AGREEMENT, EVEN IF DREAMCATCHERHDRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXPENSES OR LOSSES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.
10. General provisions.
a. Assignment. This Agreement is concluded intuitu personae and the User may not assign it without having obtained DreamCatcherHDRI’s prior written consent. DreamCatcherHDRI may assign this Agreement, with no prior notice or consent, to any affiliate company or interest-holding successor, provided that said entity agrees to be bound by these terms and conditions.
b. Audit. Upon notification, within a reasonable timeframe, the User agrees to provide DreamCatcherHDRI with sample copies of the final uses containing the licensed Content, particularly by providing DreamCatcherHDRI with a free access to any protected or otherwise restricted website or to any platform on which the Content is reproduced. Also, in order to ensure compliance with the terms of this Agreement, DreamCatcherHDRI may, upon notification sent within a reasonable timeframe, control at its own discretion, through its own employees or a third party, the User's files directly related to this Agreement and to the use of the licensed Content. If any audit reveals damage suffered by DreamCatcherHDRI resulting in a difference equal to or greater than five percent (5%) of the amount that the User should have paid, then the User must pay the difference to DreamCatcherHDRI, and any other remedies to which DreamCatcherHDRI is entitled will be added to this amount. Moreover, the User accepts to reimburse DreamCatcherHDRI of the audit fees.
c. Electronic storage. The User agrees to store the copyright symbol, the name of DreamCatcherHDRI, the identification number of the Content and any other information or metadata that may be embedded in the electronic file containing the original Content, and to maintain security levels appropriate to protect the Content against unauthorized use by third parties. The User may make one (1) copy of the Content for backup purposes.
d. Applicable law/Arbitration. Any litigation related to the conclusion, interpretation, termination or consequences of termination or otherwise linked with the Agreement are subject to French law. The courts within the jurisdiction of the Versailles Court of Appeal are competent.
e. Severability clause. If any provision of this Agreement is held to be invalid, illegal or unenforceable, in any way, the other provisions remain valid, legal and enforceable. Said provisions shall then be amended to the extent strictly necessary for their execution.
f. Liability waiver. No action by either party, other than an express written waiver, shall be interpreted as a waiver of any provision of this Agreement.
g. Entire contract. No term of this Agreement may be added or deleted unless it is made in writing and accepted in writing by both parties, or digitally issued by DreamCatcherHDRI and accepted by the User. In case of conflict between the provisions of this Agreement and any other provisions, the provisions of this Agreement shall prevail.
h. Notifications. Any notifications to be sent to DreamCatcherHDRI in the context of this Agreement must be sent via email to contact(@)dreamcatcherhdri.com. Any notifications to be sent to you will be sent via email to the address stated in your account.
i. Taxes. The User agrees to pay and bear any sales, use or value-added taxes, withholding taxes and fees imposed by any jurisdiction as a result of a license being granted to the User, or for the User’s use of the licensed Content.
j. Interest on unpaid invoices. If the User does not pay the total amount of an invoice by the due date stated on the invoice, DreamCatcherHDRI may add service fees of 1.5% per month, or a smaller amount in accordance with the legal statutory interest rate, until the complete payment of the invoice.