Legal Binders

Legal Binders

Licensor- Licensee Agreement

R K SWAMY BBDO Pvt. Ltd. having its Registered office at Film Chambers Building, No.604, Anna Salai, Chennai 600 006, India, is hereinafter called 'the LICENSOR'
The Registrant is hereinafter called the 'LICENSEE' Licensor provides its services under the following Terms of Service (ToS), which may be modified, amended, changed from time to time, which shall be binding upon Licensee. Licensee's usage of the services provided by the Licensor is governed by these ToS.

The Licensor is the sole owner of HR Direction Online and being the sole owner and Copyright holder of the licensed material identified grants License to the Licensee under payment terms provided for under Subscription Package.

Payment Terms

Licensee can choose from the various subscription plans and pay the identified package rates plus applicable Service Tax.
The payment should be made through Cheque/Demand Draft/Credit Card and the Licensee shall be entitled to download the Creative Units of the Licensor on realization of the payment. The package rates are subject to change without notice. Plans are available elsewhere in the site.

Terms

The License shall be valid for a period of one year under all the subscription plans.

Description of the service

HR Direction Online is a website that allows users to download creative units based on the subscription plan chosen upon making due payments. Licensor's relationship with the Licensee is that of Service Provider and the Licensor shall render service to the Licensee only under the terms of this agreement.

The Licensor confirms that to the best of their knowledge and belief, they are the copyright owners of the work within the website. The visuals used have been primarily licensed from Visage Images that can be downloaded by the licensee in the composite, template form only, subject to editing the template in the website.

Licensee's Obligations

Licensee who uses the services of Licensor should observe the laws, guidelines, rules and regulations as framed by the appropriate Central and State Government, in India and other statutory and regulatory authorities in their country of use.

Further, Licensor is to be indemnified against any claim by third parties made in respect of the usage of creative visuals and written copy contained in the HR Direction Online website or by modifying it by the Licensee.

The Licensee has fully understood the offering of this site together with its advantages and limitations. The Licensee therefore is subscribing to the use of this site with full knowledge of what the site can offer and shall not make any demand on the Licensor for refund of subscription paid under any condition.

Licensee upon registration is entitled to use the resources available on the site for own internal use only. The Licensee is expressly prohibited from downloading the resources or in any other manner copying the resources and using it otherwise as specified/granted in this License.

Licensor does not vouch for the accuracy of data provided in its site.

Liability Disclaimer

Licensor makes no representation about the suitability, reliability, availability, timeliness, and accuracy of the information, products, services and related graphics contained on the Licensor's website for any purpose. All such information, software, products, services and related graphics are provided "as is" without warranty of any kind. Licensor hereby disclaims all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement.

In no event shall Licensor be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damage whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Licensor's websites, with the delay or inability to use the Licensor's website or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the Licensor's websites, or otherwise arising out of the use of Licensor's website, whether based on contract, negligence, strict liability or otherwise.

At any stage if you are dissatisfied with any portion of the Licensor's website, or with any of the terms of use, your sole and exclusive remedy is restricted to discontinue using the Licensor's website without any claim of refund for the unexpired period, if any.

Grant of Rights & Terms of Usage

Subject to the terms and conditions of this agreement:

The Licensee has the non-exclusive, non-transferable, non-sub licensable right to reproduce the licensed material identified for an unlimited number of times in the form they have downloaded from the website.
The Licensee does not have the right to have the licensed material re-produced by agents or sub-contractors of the Licensee for preparation of final layout or artwork or photo ready material for reproduction.
The Licensee may add or adopt their logo to suit the creative requirements of the Licensee, but Licensee shall not distort the original image or create derivative works of the licensed material through image manipulation.
The Licensee may only use licensed materials during the term except that Licensee may, after the subscription plan expires continue using the final creative product into which the licensed material was originally incorporated during the term, unless the agreement has been terminated because of licensee's material breach.
Licensed material may in no instance be used in a new product or service or for a new creative communication for the first time by Licensee after the expiry of the term unless renewed by the Licensee.
The Licensee is permitted to download only the composite images as contained in the site and use it as such without further editing.
The downloaded licensed material shall be stored and saved in the Licensee's 'My folder' within the Licensor's website for a period of forty five days from the date of download during the period of the subscription plan term.
The log sheet maintained by the Licensor in respect of the account of the Licensee shall be final and binding upon the Licensee.
The Licensee shall be solely responsible for the secrecy of the user name and the password, which should be changed at regular intervals.
The Licensor shall not be responsible in case of any misuse of the user names and password by the Licensee his/her/their employees/third parties.
In case there is failure of power supply or any other mechanical defect while downloading the licensed material, the decision of the Licensor as to whether such text/image has been downloaded or not, shall be final and in case the said image or text has to be permitted to be downloaded without additional cost, the Licensor shall intimate the same within one week from the date of receipt of complaint from the Licensee. The decision of the Licensor in this regard is final which will be based on Licensor's record of transaction on the website.

Restrictions

Licensee may store the licensed material in a digital library, network configuration or similar arrangement to allow the licensed material to be viewed by employees, partners and clients of Licensee, but under no circumstances may the Licensed image ever be sold in its form or used in its original or edited form by anyone outside of Licensee's organization unless additional subscription licenses are purchased for each additional user, before such additional use begins.

Licensee may not sub-license, sell, assign, convey or transfer this agreement or any of its rights under this agreement but Licensee may promote derivative works incorporating the licensed material. However, Licensee may include the licensed material incorporated only as a piece of creative work in an electronic template intended to be reproduced by third parties on printed products.

Licensee may not sell, license or distribute any derivative work containing the licensed material in a way that would allow a third party to download, extract or access the licensed image material as a stand-alone image file which can later be used and sold by a third party for its own material gains.

Licensed material shall not be incorporated into a logo, trademark or service mark.

Licensee may not post the licensed material online as a raw image in a downloadable format or enable it to be distributed in a raw image form via mobile telephone devices.

Licensee must ensure that any licensed material in a creative layout form featuring a model may not be used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) connection with a subject that would be unflattering or unduly controversial to a reasonable person.

The licensed material may not be used in a pornographic, defamatory or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.

Licensee must retain the copyright symbol, the name of Licensor, the licensed material's identification number and any other information as may be invisibly embedded in the electronic file of the original licensed material when downloading in creative format to enable its distribution.

Licensee must abide by any restriction on use notified to it by Licensor before or at the time of delivery of the licensed material, either in the information accompanying the licensed material or otherwise.

Copyright

No ownership or copyright in any licensed material shall pass to Licensee by the issuance of the License contained in this agreement.

Download Limitations

Licensor reserves the right to monitor the quality of licensed material downloaded by Licensee and to immediately terminate access or rights to the licensed material in the event of abusive or suspected fraudulent use of the licensed material.

Default by Licensee

If the Licensee defaults on any of the terms of use under this agreement, he shall lose the right to access this website immediately without any claim of refund for the unexpired period, if any, and could be subject to damages or other penal action as prescribed by law.

Arbitration

If any dispute arises between the Licensee and the Licensor, they agree that they shall refer the dispute only for arbitration in accordance with the arbitration and Reconciliation Act, 1996. The proceedings shall be in English and the place of arbitration shall be at Chennai, India.

Applicable Laws

The relationship between Licensee and Licensor shall be governed by the laws of the Republic of India without regard to its conflict of law provisions. Licensor and Licensee agree to submit to the exclusive jurisdiction of the Courts located at Chennai city, India.