KINOLIBRARY LTD
WEBSITE TERMS OR USE AND LICENCE ("TERMS")
THESE TERMS GOVERN YOUR USE OF THE WEBSITE AND ACCESS TO AND USE OF THE CONTENT AVAILABLE IN THE CONTENT LIBRARY.
PLEASE READ THESE TERMS CAREFULLY PAYING PARTICULAR ATTENTION TO THE LIABILITY PROVISIONS AT CLAUSE 8. THESE TERMS SHALL BE DEEMED ACCEPTED BY CLICKING "ACCEPT", OPENING AN ACCOUNT OR OTHERWISE GAINING ACCESS TO THE WEBSITE AND/OR CONTENT LIBRARY. WHERE AN INDIVIDUAL IS ACCEPTING THESE TERMS ON BEHALF OF A COMPANY, THAT INDIVIDUAL CONFIRMS THAT THEY ARE DULY AUTHORISED TO ACCEPT THIS LICENCE ON BEHALF OF THE COMPANY AND HAS AUTHORITY TO BIND THE COMPANY AS A PARTY TO THESE TERMS.
IT IS HEREBY AGREED
Interpretation
The definitions and rules of interpretation in this clause apply in these Terms.
- Definitions:
Account an account which is individual to You which is created for the purpose of accessing the Content Library. Authorised Personnel Your employees, agents and independent contractors who are authorised by You to use the Content. Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Customer Channels any digital channels or media owned by or licensed to You, including Your websites. Content all text, graphics, images or other materials in whatever medium or form made available to You via the Content Library. Content Library a library of Content stored by Kinolibrary. Intellectual Property Rights patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Kinolibrary, "we", "us" or "our". Kinolibrary Ltd, a company registered in England and Wales, company number (07886006), with its registered address at 7 Paynes Park, Hitchin, England, SG5 1EH. Licence the licence granted to You pursuant to clause 4 of these Terms. Trader has the same meaning given to it pursuant to Section 2(2) of the Consumer Rights Act 2015. Website http://kinolibrary.com. You the customer of Kinolibrary who has been granted access to the Website and the Content Library by Kinolibrary (such requirements for access to be determined by Kinolibrary from time to time). " Your" shall be interpreted accordingly. Clause headings do not affect the interpretation of these Terms.
References to clauses are (unless otherwise provided) references to the clauses of these Terms.
Unless the context otherwise requires, words in the singular shall include the plural and those in the plural include the singular.
Any words following the terms including , include , in particular , for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A person includes a corporate or unincorporated body (whether or not having separate legal personality).
Writing or written includes email.
These Terms
These Terms refer to our Privacy and Cookie Policy which also apply to Your use of the Website and which set out information about how we may use Your personal information and the cookies on our Website.
We may amend these Terms from time to time. Every time You wish to use our Website or access the Content Library, please check these Terms to ensure You understand the terms that apply at that time.
We may update and change our Website from time to time to reflect changes to our services, our user's needs and our business priorities.
Our Website is made available free of charge. We do not guarantee that our Website, the Content Library, or any other content available on our Website will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give You reasonable notice of any suspension or withdrawal.
You are also responsible for ensuring that all persons who access our Website through Your internet connection are aware of these Terms and other applicable terms or policies, and that they comply with them.
We may transfer our rights and obligations under these Terms to another organisation. We will always tell You in writing if this happens and we will ensure that the transfer will not affect Your rights under these Terms.
By entering into these Terms, You acknowledge that, unless otherwise agreed by Kinolibrary in writing, access to the Content Library is for Traders only and that You are a Trader.
Accounts
You may be required to create an Account in order to gain access to the Content Library.
You undertake:
that all information you provide to us when opening an Account is accurate, up-to-date and not misleading in anyway;
not to share the Account username, password or other Account information with any third party or grant any third party access to the Account, other than the Authorised Personnel;
to take measures to maintain the security and secrecy of the Account username, password, and other Account information;
to notify Kinolibrary immediately of any breach of security or unauthorised use of the Account that You become aware of; and
to be solely responsible for all activity that occurs under the Account.
Kinolibrary reserves the right to monitor downloads and Account activity to ensure compliance with these Terms. If Kinolibrary reasonably suspects that You are in breach of these Terms, it may suspend or terminate the rights granted in these Terms.
Access to Content Library and Grant of licence
You may access the Content Library from time to time. The Content Library will contain Content which You may download and use strictly in accordance with the terms of the Licence. Kinolibrary reserves the right to add or remove any Content from the Content Library from time to time.
During the term of the Licence, Kinolibrary grants to You a revocable, non-exclusive licence to download and use the Content for use by You for Your internal business purposes only strictly in accordance with the Terms. For the avoidance of doubt, you are not permitted to:
use the Content for any resale or other commercial purpose;
exploit any trademarks, music rights, publishing rights, performance rights, recording rights or image rights inherent in the Content without obtaining permission from the owners of those rights.
Nothing in these terms shall transfer any ownership of any Content (or the Intellectual Property Rights contained within such Content) to You. You are solely responsible for securing all licences and consents that are not expressly granted to you under these Terms which are required for your intended use of the Content, including, without limitation, any permission(s) from third parties who feature in, or whose performance(s) feature(s) in the Content.
The rights granted under clause 4.2 are specific to You and cannot be sub-licensed, transferred, assigned or otherwise granted to any third party.
The rights granted under clause 4.2 are subject to any guidelines that may from time to time be established by Kinolibrary with respect to the Content.
If you want to use any Content other than as expressly permitted pursuant to clause 4.2, please contact us at [INSERT].
Restricted Uses
You shall not, and You shall ensure that Authorised Personnel who accesses Content through Your account or is otherwise provided the Content by You shall not:
copy, republish, share (including on any social media or online platform), link to, transmit, frame or distribute the Content to any third parties (other than with the Authorised Personnel and strictly for Your own internal business purposes through private and secure mediums or networks which are not accessible by any other third party);
resell, rent, lease, loan, assign, licence or sub-licence or make use of the Content for any commercial purposes;
remove, obscure the view of or otherwise alter any watermarks, time codes, copyright notices or third-party trade or service marks present on the Content;
make any alterations to the Content other than is strictly necessary to download or use Content as permitted by the Licence;
use the Content in any way that allows others to download, extract or redistribute Content (other than for Your own internal business purposes);
use the Content to create similar content or content which substantially derives from the Content;
use the Content in a pornographic, defamatory or other unlawful manner;
use the Content in a manner which embarrasses, humiliates, degrades or undermines the reputation of any person;
falsely represent that You are the author of the Content or any other content which is made up of the Content; and
include all or any part of the Content without proper attribution to Kinolibrary in the manner notified to You from time to time, or without including Kinolibrary's copyright notice or any other notices Kinolibrary may require.
Warranties
Each of the parties warrants to the other that it has full power and authority to enter into and perform its obligations set out in these Terms.
Kinolibrary makes no warranty that use of the Content (including any use of names, people, trademarks, trade dress, logos, designs, works of art or architecture depicted or contained in the Content) by You will not breach any third party rights (including their Intellectual Property Rights) inherent in the Content.
All conditions, warranties or other terms concerning the supply, purported supply or non-supply of the Content which might otherwise be implied into these Terms or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
Indemnity
You agree to defend, indemnify and hold harmless Kinolibrary, its subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including but not limited to, reasonable legal costs) arising out of or related to Your or any Authorised Personnel:
- conduct, use or inability to use the Website,
- breach or alleged breach of these Terms or of any representation or warranty contained herein,
- unauthorised use of the Content Library or any Content,
- violation of any rights of another person or user.
You shall be solely responsible and liable for all actions or omissions of any Authorised Users as if they were Your own.
Limitation of remedies and liability
References to liability in this clause include every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentations, restitution or otherwise.
Nothing in these Terms shall operate to exclude or limit Kinolibrary's liability for any liability which cannot be excluded or limited under applicable law.
We exclude:
all implied conditions, warranties, representations or other terms that may apply to our Website or any content on it;
all liability to You for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
use of, or inability to use, our Website; or
use of or reliance on any content displayed on our Website.
- all liability for:
loss of profits, sales, business, or revenue;
business interruption;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.
Kinolibrary's aggregate liability arising out of or in connection with these Terms or any collateral contract shall in no circumstances exceed £1,000.
Term and termination
These Terms shall commence when You first access the Content Library and shall continue until terminated in accordance with clause 12.2.
Without affecting any other right or remedy available to it, Kinolibrary may terminate these Terms with immediate effect by giving written notice to You if:
You commit a breach of these Terms or any other contract with Kinolibrary and (if such breach is remediable) fail to remedy that breach within a period of 14 days after being notified in writing to do so;
Kinolibrary reasonably believes that continuing to supply the Content Library or Content risks harming, damaging or otherwise undermining the reputation of Kinolibrary;
Kinolibrary no longer wishes to make the Content Library or Content available to You;
You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business; or
Your financial position deteriorates so far as to reasonably justify the opinion of Kinolibrary that Your ability to give effect to these Terms or any collateral contract is in jeopardy.
On termination of these Terms:
any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect; and
You shall:
no longer be entitled to access the Content Library;
immediately cease use of the Content; and
promptly certify the erasure of the Content from all of Your computer and communications systems and devices used by it, including such systems and data storage services provided by third parties.
Force majeure
Kinolibrary shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control.
Confidentiality
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 11.2.
Each party may disclose the other party's confidential information:
to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with clause 11.1; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
Notices
Any notice given to a party under or in connection with these Terms shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company); or
sent by email to the address made known to each party when creating an Account.
Any notice or communication shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
if sent by next working day delivery service, at 9.00 am on the second Business Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.2.3, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause 12 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Assignment
You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Your rights or obligations under these Terms without the prior written consent of Kinolibrary. Kinolibrary may assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with its rights under these Terms without consent, provided that it gives advance notice to You.
Entire agreement
These Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, licences, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that it shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
Third party rights
- These Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
Variation, waiver and rights and remedies
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
If any provision or part-provision of these Terms is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Governing law
These Terms and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation are governed by and construed in accordance with the law of England and Wales.
Jurisdiction
The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with these Terms or its subject matter or formation.