Terms and Conditions

LICENSE AGREEMENT

This license agreement between you and Urbân VFX (UrbânStock) explains how you can use our Computer Generated Imagery (individually and collectively termed, “content”) that you license from UrbânStock. 

By downloading content, you automatically accept the terms of this agreement.

  1. What types of licenses does UrbânStock offer?

    UrbânStock offers rights-managed licences only (“RM”). Rights-managed content is licensed for specific types of use.

  2. Preview license: You are welcome to use content from the UrbânStock website on a complimentary basis for test or sample (composite or comp) use only following download. However, unless a license is purchased, content cannot be used in any final materials or any publicly available materials. No other rights or warranties are granted for comp use.

  3. How can I use licensed content? You may use licensed content in any way consistent with the rights granted below. Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by UrbânStock are: Rights-Managed

  4. Perpetual, meaning there is no expiration or end date on your rights to use the content. Worldwide, meaning content can be used in any geographic territory. Unlimited, meaning content can be used an unlimited number of times. Any and all media, meaning content can be used in print, in digital or in any other medium or format. Non-Exclusive, meaning that you do not have exclusive rights to use the content. UrbânStock can license the same content to other customers. If you would like exclusive rights to use content, please contact UrbânStock to discuss a potential reproduction or buyout.

  5. Non-Exclusive, meaning that you do not have exclusive rights to use the content. UrbânStock can license the same content to other customers. 

  6. For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish or otherwise make use of. Please make sure you read the Restricted Uses section below for exceptions.

  7. Restricted Uses.

    1. No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations (including for sports content, any restrictions or credentials issued by a sports league or governing body) or industry codes.
    2. No Alteration of Content. Content may be cropped or otherwise edited for technical quality, provided that the integrity of the content is not compromised, but you may not otherwise alter the content.
    3. No Standalone File Use. You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).
    4. No False Representation of Authorship. You may not falsely represent that you are the original creator of a work that is made up largely of licensed content. For instance, you cannot create artwork based solely on licensed content and claim that you are the author.
    5. No generative AI use. You are not permitted to use our content for generative artificial intelligence projects, experiments, practice, training or enhancement. 
    6. No uploading to 3rd-party websites for generative artificial intelligence projects, experiments, practice, training or enhancement. 

  8. Restricted Uses – unless additional license purchased. The following are prohibited without the prior written consent of UrbânStock and payment of an additional license fee:
    1. No Use in Trademark or Logo. You may not use content as part of a trademark, design mark, tradename, business name, service mark, or logo.

  9. Who, besides me, can use the licensed content?

    The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else. There are two exceptions:
    1. Employer or client. If you are purchasing on behalf of your employer or client, then your employer or client can use the content. In that case, you represent and warrant that you have the full legal authority to bind your employer or client to the terms of this agreement. If you do not have that authority, then your employer or client may not use the content. The rights purchased may only belong to you or your employer/client, depending on who is named as the “Licensee” at the time of purchase.

    2. Subcontractors. You may allow subcontractors (for example, your post-production house) or distributors to use content in any production or distribution process related to your final project or end-use. These subcontractors and distributors must agree to be bound by the terms of this agreement and may not use the content for any other purpose.

  10. Intellectual Property Rights.

    1. Who owns the content? All of the licensed content is owned by Urbân VFX. All rights not expressly granted in this agreement are reserved by Urbân VFX. You may not assert any right to revenue from a collecting society in respect of digital copying or other secondary uses of the licensed content.

    2. Attribution.
      • Do I need to include a video credit? If licensed content is used in an audio/visual production where credits are accorded to other providers of licensed material, you must include the following credit in comparable size and placement: “[Video] copyright Urbân VFX”

    3. Can I use Urbân VFX or UrbânStock name or logo? You may use the name of Urbân VFX or UrbânStock as necessary to give attribution, but you may not otherwise use names, logos, or trademarks without prior written approval.

  11. Termination/Cancellation/Withdrawal.

    1. Termination. Urbân VFX may terminate this agreement at any time if you breach any of the terms of this agreement, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Urbân VFX in writing that you have complied with these requirements.

      Social Media Termination. If you use the content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, the rights granted for such use shall immediately terminate, and in that event, upon Urbân VFX’s request, you agree to remove any content from such platform or website.

       

    2. Refunds/Cancellation. All requests for refunds must be made in writing. Provided that the request is made within 7 days and the licensed content has not been used, Urbân VFX may cancel the relevant order and issue a full refund to your account or credit card. No credits or refunds are available for cancellation requests received more than 7 days from your receipt of content. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.

  12. Representations and Warranties.

    Urbân VFX makes the following representations and warranties:
    1. Warranty of Non-Infringement. For all licensed content, Urbân VFX warrants that your use of such content in accordance with this agreement and in the form delivered (that is, excluding any modifications, overlays or refocusing done by you) will not infringe on any copyrights.

    2. Warranty Disclaimer. Unless specifically warranted above, Urbân VFX does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as “editorial,” and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.

    3. No Other Warranties. Except as provided in this section above, the content is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Urbân VFX does not represent or warrant that the content will meet your requirements or that use of the content will be uninterrupted or error-free.

  13. Indemnification/Limitation of Liability.

    1. Indemnification of Urbân VFX by you. You agree to defend, indemnify and hold harmless Urbân VFX from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with Urbân VFX; and (iii) your failure to obtain any required release for your use of content.
    2. Indemnification of you by Urbân VFX. Provided that you are not in breach of this or any other agreement with Urbân VFX, and as your sole and exclusive remedy for any breach of the warranties set forth above, Urbân VFX agrees, subject to the terms of this agreement, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by Urbân VFX of its warranties above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from Urbân VFX, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.

    3. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

    4. Limitation of Liability. URBAN VFX WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF URBAN VFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

  14. General Provisions.

    1. Assignment. This agreement is personal to you and is not assignable by you without Urbân VFX’ prior written consent. Urbân VFX may assign this agreement, without notice or consent, to any corporate affiliate or any successor in interest, provided that such entity agrees to be bound by these terms.

    2. Audit. Upon reasonable notice, you agree to provide Urbân VFX sample copies of projects or end uses that contain licensed content, including by providing Urbân VFX with free-of-charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced.

    3. Electronic storage. You agree to retain the copyright symbol, the name of Urbân VFX, the content’s identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties. You may make one (1) copy of the content for back-up purposes.

    4. Governing Law. This agreement will be governed by the laws of England and Wales, United Kingdom, without reference to its laws relating to conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defence on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Urbân VFX shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Urbân VFX, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.

    5. Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

    6. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

    7. Entire Agreement. No terms or conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Urbân VFX and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.

    8. Notice. All notices required to be sent to Urbân VFX under this agreement should be sent via email to info@urbanvfx.com. All notices to you will be sent via email to the email set out in your account.

    9. Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value-added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.

    10. Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, Urbân VFX may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.