Digital Model Licence Terms
This is a legal agreement between you (hereinafter referred to as “you” or "Licensee") and University of Newcastle upon Tyne (hereinafter referred to as "Licensor").
We advise that you read this agreement in its entirety before you download any digital Model or model and print a copy for your reference. By downloading any Model or model from our website, you agree to be bound by these terms and conditions. For the purpose of these terms and conditions the term “Model” or “Models” shall refer to any Model or Models, or models, including two dimensional and three dimensional digital models owned by the Licensor and made available to the Licensee under this Agreement or any other downloadable content the rights in which belong to the Licensor.
When you download any Model from the Licensor, you are automatically agreeing to the following terms and conditions.
Your acceptance of these terms and conditions are an absolute condition of your use of our Models. If you do not agree, do not download, purchase or use any Model published by Licensor. These Models are copyright protected.
If you are committing to these terms and conditions on behalf of your employer, the licence granted and restrictions and limitations recited herein apply to your employer as well as to you as a representative of your employer.
Grant of Licence
1. Subject to receipt of payment in full in advance, Licensor grants to you (the Licensee) a non-exclusive, non-sublicensable, non-transferrable right to use the Model licensed by the Licensor, on your personal computer for use as permitted under the following terms.
2.1 The Model(s) may be used in materials for personal, non-commercial use only. You will be permitted to download a single copy of the Model.
2.2 The Model may be shared within your household or premises on a shared back-up or local network or similar arrangement within your household as long as no more than five individuals (including you) have access to the Model. (Please note that this is not a simultaneous-user licence). If you would like to share the Model with more than five people, please contact the Licensor at the address given on their web site.
2.3 Where the Model is reproduced in print or digital media, the Licensor requests the following phrase clearly appears adjacent to the Model or on a credit page:
“© Newcastle University all rights reserved”
3.1 The Model, or any portion thereof, may not be used in any materials distributed to the public and may not be distributed, sublicensed or made available for use or distribution separately or individually.
3.2 You may not reverse engineer, decompile, or disassemble the Model or any part of it, or any software received from the Licensor. You may not alter the Model in any way, which would remove, delete or obscure the Licensor’s copyright logo or the logos or names of any other Parties displayed on the Model.
3.3 Other than as permitted under section 2.2 above, the Model may not be shared by creating a disc library, digital media storage facility, network configuration or similar arrangement, and you may not create a network of servers, either with or without a central location, which enables others to share the Model beyond that permitted under section 2.2. The Model is not licenced for use on a corporate intranet or internet and may be used on only one computer at a time. You may not utilize the Model in any manner that is not expressly permitted in this licence agreement. All rights not specifically granted above are retained by Licensor.
3.4 Use of the Models or any part thereof, as a trademark or service mark is not permitted.
3.5 You may not use the Model in any way that could be considered defamatory, libellous, pornographic, obscene, immoral, or fraudulent, or criminal, or use the Model in any way that is otherwise unlawful.
3.6 Without limiting Licensor’s rights or remedies with respect to our Model, unauthorized use of the Model may constitute copyright infringement, entitling Licensor to exercise all rights and remedies under copyright laws, including but not limited to, an injunction preventing further use, and any and all monetary damages and other relief as deemed appropriate by a court of competent jurisdiction.
Intellectual Property Rights
4. Licensor retains all right, title and interest, including copyrights and other intellectual property rights, in and to all the Models, including any derivatives made and all other content in its website or any digital media supplied, unless otherwise specified.
5.1 Licensor cannot warrant or guarantee the suitability of the Model for specific purposes. In the case of the presence of defects in the Model provided by the Licensor at the time of supply, Licensor’s entire liability will be at Licensor's option, to replace the Model or to refund the purchase price and terminate this Agreement.
5.2 No other warranties whatsoever apply to the Models, either explicit or implied, including but not limited to warranties of title or implied warranties of merchantability, accuracy or fitness for a particular purpose. Any use of the Model shall be at Licensee's sole risk.
Limitation of Liability
6.1 Under no circumstances whatsoever will Licensor be liable to you for any damages, including lost profits, lost savings, or other incidental, special or consequential damages arising out of, or relating to any Model, the use or inability to use the Model, whether based in warranty, tort, contract, failure of essential purpose, or otherwise, whether or not Licensor has been advised of the possibility of such damages, or for any claim by any other party. In no event shall Licensor's liability hereunder exceed the licence fees paid by the Licensee hereunder.
7.2 Intellectual property rights
Intellectual property rights
This clause will be appropriate if the licensee is permitted to carry out development work. It is possible to assign future as well as existing copyright and database right (section 91, Copyright, Designs and Patents Act 1988 and regulation 23, Copyright and Rights in Databases Regulations 1997 (SI 1997/3032)).
7.1 You agree to defend, indemnify and hold harmless Licensor and its officers, employees, agents, representatives, or suppliers, from and against all claims and expenses (including reasonable lawyer's expenses) arising out of any unauthorised use by you of any Model or other Licensor provided digital media, or any third party to whom you have provided copies of, or access to, any Model or other digital media, or any breach by you of the terms of this Agreement.
8.1 If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
8.2 This Agreement will automatically terminate upon failure by the Licensee to comply with any of its terms. If this happens, you hereby agree to destroy all copies and archives of the Model created by you, to cease using the Models for any purpose, and to confirm to Licensor in writing that you have complied with these requirements.
8.3 Licensee may not assign or transfer this Agreement or any rights granted hereunder without the prior written consent of Licensor. This Agreement shall be binding on and inure to the benefit of the parties hereto, their successors and permitted assigns.
8.4 Licensee represents to Licensor that Licensee has the full right and authority to enter into this Agreement. This Agreement, and any additional terms and conditions of use on this web site, constitute the complete and exclusive Agreement between Licensor and Licensee with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements with respect to the subject matter hereof.
Right to Cancel
9.1 Subject to Clause 9.2, you have the right to cancel this Agreement within 14 days without giving any reason. The cancellation period will expire after 14 days from the day of the conclusion of this Agreement.
9.2 By agreeing to these terms you acknowledge and agree that once you have commenced download of the Model, you will no longer have the right to cancel the contract and the remaining provisions of this clause 9 shall not apply, however, this shall not remove or limit your statutory rights which shall remain unaffected and the warranty under Clause 5 shall continue to apply.
9.2 To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (e.g. a letter sent by post, fax or e-mail). You may use the example cancellation form attached at appendix 1 to these terms and conditions, but it is not obligatory.
9.3 To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
9.4 Subject to clause 9.2, we will make the reimbursement without undue delay and not later than 14 days after the day on which we were informed about your decision to cancel this contract. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
5.3 Digital Rights Management
Digital Rights Management
The wording in clauses 5.1 and 5.3 should be used if the licensor has a favoured digital rights management (DRM) protocol. The details of the chosen DRM policy are set out in a schedule (Schedule 6). Alternatively the licensor may include an obligation on the licensee to use "effective" DRM. Licensees should exercise caution when considering the obligations set out in these clauses and should take care before accepting liability for the consequences of the failure of DRM. No DRM system is guaranteed and many are relatively easy for End Users to circumvent.
9. These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
10. Both Parties to these terms and conditions irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or their subject matter or formation (including non-contractual disputes or claims).
Example Cancellation Form
To: NU Digital Heritage, History, Classics & Archaeology, Armstrong Building, Newcastle University, Newcastle upon Tyne, NE17RU (UK)
E-mail: [email protected]
I/We hereby give notice that I/we cancel my/our contract of sale of the following goods /for the supply of the following services;
[insert description of goods or services ordered]
Ordered on [insert date]
Name of consumer; _________________
Address of consumer; _________________
Signature of consumer;