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CONTENT LICENCE AGREEMENT

This is a Licence Agreement between you (“You” or “Licensee”) and United Gig Ltd (known as “United Gig”) conducting its business through and as eightstock.com that binds You and United Gig and on how You can legally use the contents of United Gig including the photos, mobile photos, vectors, video clips and any audio content (collectively known as “Content”) that You licence from United Gig (“Licensed Content”). You warrant and represent to us that You are 18 years and above of age and by downloading the Content from the website https://www.eightstock.com/ (known as “the Site”) or any other website with link to this Agreement, or by clicking the “I AGREE checkbox or merely browsing the Site, You represent that You have read, understood and agreed to be bound by and accept the terms of this Licence Agreement. Note that this is essential to allow You to use the Site and download Contents from the Site. This Agreement is congruent to the Terms of Use of the Site, rules, additional agreement and the other relevant agreements under the General terms of use (“Relevant Agreements”), and by You accepting this Agreement You are deemed to have read and agreed to the Relevant Agreements.



Please note that the terms herein are subject to change by United Gig in its sole discretion at any time and you are advised to regularly check the Site to view the then current terms. Any changes to the terms herein will be effective immediately for new users of the Site and unless otherwise stated, will be effective immediately after posting of notice of such changes on the Site for existing users without the need on the part of United Gig to obtain the consent of existing users to such updated terms. If You do not agree to any changes, You shall stop using/accessing the Site and/or the Content, otherwise Your continued use of the Site or otherwise contribute towards the contents of United Gig constitutes Your acceptance of such changes.



Every file Content downloaded from the Site comes with a Standard Licence. An Extended Licence gives You additional rights in exchange for an additional licence fee. Unless You purchase an Extended Licence, Your use of Content is subject to the Standard Licence terms.



You can licence Content from the Site with credits, credits in pre set packs or a subscription or such other packages offered and/or pricing as indicated, which rates and pricing are subject to be reviewed and amended from time to time in the sole discretion of United Gig.



You are welcome to use watermarked content from the Site on a complimentary basis for test or sample (comp) use only. Watermarked content cannot be used in any final materials or any publicly available materials and may only be used for the 30 days following download. You shall not remove or attempt to remove the water mark at any time.



You understand that the Content is copyrighted and may be owned by a third party, and any unauthorised use by You may be an infringement of such copyright.



Subject to the terms herein, United Gig grants You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable sub-licence/licence to use the downloaded Content according to the terms and condition of this Agreement.



  1. DEFINITIONS:-


    “Content” shall mean all contents made available on the Site which shall include photos, mobile photos, vectors, video clips and any audio content.

    “Licensed Content” shall mean the Content that United Gig have licensed to you subject to the terms and conditions herein.

    “Licensed Work” shall mean the genuine end product or end derivative work created by You, using independent skill, effort and other materials where the Licensed Content shall be inseparable from the Licensed Work to be a standalone content. For clarity, standalone content is the unaltered and modified content in the original form downloaded from the Site, whether at a different resolution.

    For purposes of this Agreement, "use" means to copy, reproduce, modify, edit, synchronise, perform, display, broadcast, publish, or otherwise make use of the Licensed Content. Examples of how You can use Licensed Content include: websites; blog posts; social media; advertisements; marketing campaigns; corporate presentations; newspapers; magazines; books; film and television productions; web and mobile applications; product packaging. Please make sure You read the Restricted Uses section below for exceptions, such restrictions are strict terms of use.



  2. TYPES OF LICENSES


    The use of the Standard Licence and various Extended Licence are as follows:-

    1. Standard Licence

      1. includes but not limited to advertising, presentations, print editorial book covers (front and back) and marketing campaigns, business cards, letterhead, catalogues, brochures and pamphlets, collectively up to 500,000 hard copies.

      2. online, electronic, and mobile publications and applications for an unlimited number of impressions. This includes but is not limited to any social media platform, websites, e-book covers, online album or playlist covers, broadcast media, and mobile application or elements where the Content is not contributing to the core value.

    2. Extended Licence

      1. Unlimited Print Extended Licence: Allows You to make an unlimited number of hard copies of items described below including prints, posters and other reproductions for personal use, but not for business use, resale, licence, or other distribution.

      2. Products for Resale Extended Licence: Allows the use of the Licenced Content or any derivatives in connection with any goods, packaging and services intended for resale or other distribution for profit (including, in some cases, when distributed for free) where Licensed Content provides the core value of the product or the primary value lies in the Content itself. Such products include, but are not limited to, cards, posters, calendars, stationery items, e-cards, on-demand products both tangible and electronic, photo books, stickers, mugs, apparel, artwork, screensavers or wallpapers (including mobile), templates (including but not limited to turn-key websites, custom designed website, pre-formatted emails or newsletters, or blog or CMS themes).

      3. Electronic Templates. You may use the Content for unlimited number of impressions in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).



  3. LICENSED CONTENT USAGE

    1. All Licensed Content are non-exclusive, meaning that You do not have exclusive rights to use the Licensed Content. United Gig can licence the same Content to other subscribers or members or buyers from the Site.

    2. You may use the Licensed Content in any way that is not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this Agreement, the rights granted to You by United Gig are:-

      1. For purchase with credits, the use will be perpetual, meaning there is no expiration or end date on Your rights to use the Licensed Content, subject always to the Restricted Uses terms.

      2. For purchase with subscription plan, the only exception to perpetual rights is for downloaded unused Content downloaded which must be used within 6 months after the end of Your subscription after which the unused contents must be deleted and if requested by United Gig, you must confirm in writing that it has been deleted.

      3. For other packages offered by United Gig from time to time shall be subject to such terms as may be imposed by United Gig.



  4. RESTRICTED USES


    You are prohibited to use the Licensed Content in the following:-

    1. Unlawful Use - You shall not use the Licensed Content to harass, abuse or threatened others or otherwise use the Licensed Content in a pornographic, defamatory offensive, politically endorsing, offensive, obscene, ethically or culturally offensive, indecent, sexually explicit, immoral, intrusive of privacy or illegal or in any manner which endorses violence, or acts of terrorism, adult entertainment services or venues, tobacco products, dating websites or apps which is discriminatory towards race, gender, religion, faith or sexual orientation, or any other unlawful manner and/or as United Gig may deem unfit or unlawful or may render United Gig to disrepute. If the Licensed Content is used for any purpose that is unduly controversial to a reasonable person, for example medical products for health issues related to sex, mental condition or terminal illness, you must indicate specifically that the content is for illustration only and the person depicted is only a model.

    2. Standalone File Use - You shall not use the Licensed Content in any way which in the opinion of United Gig, could damage the Site, or to download, extract, or redistribute the Licensed Content as a standalone file (meaning just the content file itself, separate from the project or end use). You must put in place adequate technological measures to ensure that the Content cannot be extracted or copied from the Licensed Works by third parties.

    3. “Editorial Use Only” content – You are not to use such content for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose, except for use only related to events of general interest or newsworthy.

    4. Use in trademark or logo - You shall not use the Licensed Content as part of a trademark, design mark, trade name, business name, service mark, or logo or to violate any intellectual property rights of any party. Further, You shall not be entitled to register in any jurisdiction such content, whether in whole or in part, as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content, including by United Gig, its customers or copyright owner of such content.

    5. Subscription Abuse - You shall not stockpile, download or otherwise store the Content or Licensed Content not used in a project or end use within 6 months after the end of Your subscription for future use.

    6. False Representation of Authorship - You shall not represent in any way whatsoever that You are the original creator of a work or the Licensed Content. For instance, You cannot create a painting based solely or substantially on Licensed Content and claim that You are the author.

    7. False identity - You are prohibited to use any influencer’s identity and/or credentials or status or pseudo names attached to the Licensed Content for commercial use.

    8. Products for Resale - Unless You purchase an Extended Licence, You shall not use the Licensed Content in connection with any goods or services intended for resale or distribution where the primary value lies in the Licensed Content itself. This includes end product or end derivative work using independent skill and effort on the Licensed Content and/or "on demand" products (meaning products in which content is selected by a third party for customisation on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites.

    9. Electronic Templates - Unless You purchase an Extended Licence, You may not use the Licensed Content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).

    10. Infringement of Laws - You shall not do anything which will infringe any laws including but not limited to the jurisdiction of the Special Administrative Region of Hong Kong or the country where the Licensed Content will be published.

    11. Reverse Engineering & Security - You shall reverse engineer or disassemble any code or software from or on the Site and not violate the security of the Site through any unauthorised access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

    12. Machine learning, artificial intelligence or biometric technology – You are not allowed to use the Licensed Content of any these purposes, including for the identification of natural persons. The prohibition shall include any caption information, keywords or other metadata associated with the Licensed Content.

    13. Automated means - You must not use methods other than those provided by United Gig such as automated or programmatic means or methods to download the Content from the Site.

    14. You must not share the Content in any way or manner or which enables the Content to be accessed by any third party including across a network or service, on discs or any media, on mobile devices, in peer-to-peer file sharing websites or applications.

    15. You must not use any items of content in connection with an immutable digital asset intended for sale (such as a non-fungible token).



  5. LIMITED PRINT RUN

    Unless You purchase an Extended Licence, You may not reproduce the Licensed Content more than 500,000 times in physical print form. This restriction does not apply to electronic reproduction.

    Commercial & Editorial Usages

    STANDARD LICENCE

    EXTENDED LICENCE

    -
    Limited Print (500,000 hard copies)
    -
    Unlimited Electronic (*must not contribute to core value of Licensed Work)

    Unlimited Print Licence (not for resale)

    Products For Resale Licence

    Advertising, Marketing Campaign, PromotionalMaterials(Print & Online)

    Yes Yes Yes-(Unlimited)

    Business Stationary including business cards, letterheads (Print & Online)

    Yes Yes Yes-(Unlimited)

    Presentations, Reports & Documents (Print & Online)

    Yes Yes Yes-(Unlimited)

    Website & Social Media

    Yes Yes Yes-(Unlimited)

    Screensaver, Desktop Wallpaper (Corporate & Personal Use Only)

    Yes Yes Yes-(Unlimited)

    Online album, Playlist covers

    Yes Yes Yes-(Unlimited)

    News Coverage, Advertisement/Commercial & Corporate Videos

    Yes Yes Yes-(Unlimited)

    Newspapers, magazines, periodicals, books, book covers, educational materials

    Yes Yes Yes-(Unlimited)

    Blogs, content, enewsletters, ebooks, e-book covers, magazines & news portals, multimedia education materials

    Yes Yes Yes-(Unlimited)

    Trademarks & Logos, Design Mark, Trade Name, Business name or Service Mark

    No No No

    Products For Resale Usages

    STANDARD LICENCE

    EXTENDED LICENCE

    -
    Limited Print (500,000 hard copies)
    -
    Unlimited Electronic (*must not contribute to core value of Licensed Work)

    Unlimited Print Licence (not for resale)

    Products For Resale Licence

    Prints for resale including postcards, greeting cards or other cards, stationary, stickers, wrapping paper or other paper products

    No No Yes-100,000

    Prints for resale including posters, calendars or other similar products, mugs or mousepads

    No No Yes-10,000

    Prints on merchandise including t-shirts, sweatshirts, other apparels, games, toys, entertainment goods, framed or mounted artwork, merchandise packaging

    No No Yes-2,000

    Scenery or Props TV, Film, Documentary production

    No No Yes-Unlimited

    Electronic products for resale including web & mobile application, screensavers, wallpapers, and electronic templates

    No No Yes-Unlimited

    Other derivative resale products

    No No Yes-10,000

    *The usages stated above are not exhaustive and such usages not mentioned above shall be subject to the terms and conditions of the Licence Agreement. Please contact sales@eightstock.com for usages that are not mentioned above and or/customised corporate packages.



  6. NON EXCLUSIVE RIGHTS

    The rights granted to You are non-transferable, non-sub-licensable and non assignable, meaning that You cannot transfer, sub-licence or assign Your rights 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 Licensed Content. In that case, You represent and warrant that You have full legal authority to bind Your employer or client to the terms of this Agreement. If your employer or client shall fail to abide to the terms and conditions of this Agreement, You shall be personally and fully liable on a joint and several basis for such breach and any resulting damage or claim For the purpose of this Agreement, all terms and conditions of this Agreement shall be equally applicable to Your employer or client. If You do not have that authority, then Your employer or client are not allowed to use the Licensed Content.

    2. Subcontractors. You may allow sub-contractors (for example, Your printer or mailing house) or distributors to use the Licensed Content in any production or distribution process related to Your final project or end use. These sub-contractors and distributors shall not use the Licensed Content for any other purpose. It will be Your sole responsibility to ensure there is no infringement on the right to use the Licensed Content herein provided and You shall be held solely accountable and responsible for breach of this and liable for all consequences therefrom.

    PROVIDED for i and ii above, only Content that has been incorporated into a Licensed Work can be conveyed to third parties.



  7. USER ACCOUNTS

    1. Your account must be active at least once per year to avoid expiration of credits and United Gig may terminate this agreement at any time if you fail to comply with any of the terms, in which case you must immediately: cease using the content; delete or destroy any copies; and, and if requested by United Gig, you must confirm in writing that you have complied with these requirements without prejudice to UG’s legal rights to other remedies against You.

    2. You will be responsible for tracking all activities of your user account, and You agree to:-

      1. maintain the security of all password and username and keep secured of the same at all times. Each use / activity / transaction originating from Your username / account will be attributed to and, be held responsible by You, regardless of whether such use / activity / transaction was known to or approved by You. You must not use any automated means to access, log-in or register accounts on the Site. You shall not allow anyone else to use your username or password at anytime.

      2. notify United Gig immediately of any unauthorised use or other breach of security; and

      3. accept all responsibilities pertaining to Your or the user account including all activities that occurs under Your account.

    3. When You access and acquire the Content, You do so at Your risk. United Gig, its employees and officers, and anyone else acting on behalf of United Gig also disclaims any and all common-law duties, including without limitation to duties of reasonable care and workmanlike effort. United Gig, its employees, directors, and officers, and anyone acting on behalf of United Gig make no representation or warranty as to Your right to use any individual's name, likeness, and/or image appearing in the Content without first obtaining appropriate rights from such individual.

    4. United Gig reserves the absolute right at any time and from time to time to monitor downloads and user activity to ensure compliance with the terms of this Agreement without any reference or notice to You.



  8. INTELLECTUAL PROPERTY RIGHTS

    1. All of the Content is owned by either United Gig or the artists or Contributor who supplied the Content. All rights not expressly granted in this Agreement are reserved by United Gig, the artists and the Contributors. You are to strictly adhere to this failing which You are in breach of copyright laws and You shall be liable for all losses and damages including legal costs incurred in recovering such losses or damages against You. You must not remove any copyright notice, watermark, author attributions, legal notices, proprietary designations or other intellectual property information in any Content

    2. Attribution

      1. Do I need to include a photo credit? You do not need to include a photo credit for commercial use, but if You are using the Licensed Content for editorial purposes, You must include the following credit adjacent to the content or in visual production credits: Artist's display name/eightstock”.

      2. Do I need to include a video credit? Yes, if technically feasible, You must include the following credit in visual productions: “copyright holder’s display name/eightstock”.



  9. TERMINATION/CANCELLATION/WITHDRAWAL

    Termination

    1. Except in the case of subscriptions, this Agreement is effective until it is terminated by either party. You can terminate this Agreement by ceasing the use of the Licensed Content and deleting or destroying any copies. United Gig may terminate this Agreement at any time if You fail to comply with any of the terms herein, in which case You must IMMEDIATELY cease using all the Content including any Content downloaded, and Licensed Work; delete or destroy any copies; and, and if requested by United Gig, you must confirm in writing that You have complied with these requirements.

    2. Subscription Termination

      Unless renewed, subscription will terminate automatically at the end of the subscription period, with a 6 months grace period to use the unused Licensed Content after the subscription term in a project or other end use. The Licensed Content incorporated into projects or end uses prior to the expiration of the grace period may continue to be used in perpetuity in that project. Any Licensed Content not included in a project at the end of the 6 months grace period is not considered licensed and You therefore have no right thereto and must delete or destroy the same immediately. Any Licensed Content that is used within the 6 months grace period remains subject to the terms of this Agreement. United Gig may in its absolute discretion terminate any licences before the end of the subscription period if it reasonably believes there is a violation of this Agreement and/or abuse of the subscription account, in which case You must immediately: cease using the Licensed Content; delete or destroy any copies; and if requested by United Gig, you must confirm in writing that You have complied with these requirements; and pay United Gig any amounts which remain owing to the end of the term of Your subscription as set on Your invoice. The termination is without any prejudice to the all legal rights United Gig may have against You for any losses or damages suffered.

    3. Social Media Termination

      If You use the Licensed 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 Licensed Content for its own purpose or in a way that is contrary to this Agreement, this Agreement shall immediately be terminated without prejudice to the rights of United Gig in taking such action as it may deem fit to protect its interests.

    4. No Refunds

      All credits, packages and subscriptions purchased or paid for are not refundable even if the credits have not been utilised, or you have not downloaded any or the number of images allowed and/or not made use of any or all of the downloaded content.

    5. Content Withdrawal.

      United Gig may discontinue or withdraw licensing any item of the Licensed Content at any time in its sole discretion. Upon notice from United Gig, or upon Your knowledge, that any Content may be subject to a claim of infringement of a third party right which United Gig may be liable, United Gig may require You to immediately cease using the Content and/or You are to immediately at Your own expense: cease using the content, delete or destroy any copies; and ensure that Your clients, distributors and/or employer or Your other user do likewise. United Gig will provide You with replacement content (determined by United Gig in its reasonable commercial judgment) free of charge, subject to the other terms of this Agreement. Failure on Your part to comply will deem to be a breach of this Agreement and all rights accorded to United Gig will be applicable.



  10. REPRESENTATIONS AND WARRANTIES

    1. United Gig makes the following representations and warranties:

      1. Non-Infringement. To the best of United Gig’s knowledge, it owns all rights or has all requisite authority including but not limited to all copyrights in and to the Content and/or is authorised to licence the Content under the terms of this Agreement. However, such representation is deemed not applicable pertaining to the Content which is subject to ownership or rights of third party without the knowledge or fault or negligence of United Gig or which does not carry the valid corresponding model / property release form in relation to the Content from the intended use. The copyright and all other rights of the Content shall remain with United Gig and the respective Contributors. Your use of the Licensed Content in accordance with this Agreement and in the form delivered by United Gig will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and all necessary model and/or property releases for use of the Content in the manner authorised by this Agreement have been obtained. Note that You are solely responsible for any edits made to the Licensed Content. However, United Gig cannot guarantee that the Content provided is not in violation of any copyright laws by the Contributors or third parties. United Gig shall not be held responsible or liable for any infringement of copyright laws by the Contributors or third parties.

      2. Editorial Use Only.For content identified as "editorial use only," United Gig warrants that the content will not infringe on any copyright or moral right of the artist, but it 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 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 identified as "editorial use only," and You are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as "editorial use only," 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.

      3. Caption/Metadata Disclaimer. While United Gig have made reasonable efforts to correctly categorise, keyword, caption and title the Content, United Gig does not warrant the accuracy of such information, or of any metadata provided with the content.

      4. No Other Warranties. The Content is provided "as is", as available, and with all faults basis 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. United Gig does not represent or warrant that the Content will meet Your requirements or that its use will be uninterrupted or error free.

      The representations and warranties made by United Gig are be applicable only to the Content as delivered by United Gig and shall be invalid if the Content is used by You in any manner not specifically authorised in the Agreement or if You are otherwise in breach of any of the terms and conditions of this Agreement.

    2. You hereby make the following representation and warranties

      1. You will not use the Content in any way that is not permitted by this Agreement;

      2. Your use of the Content will not violate any applicable law or regulation of any country, state or government entity;

      3. All information provided by You is accurate and true including without limitation all billing and payment information;

      4. The download and use of the Content in any way by You does not infringe upon the copyright or any intellectual proprietary right of United Gig or any third party;

      5. Your account shall only be maintained by You, and the Site, only be accessed by You in accordance to the terms herein except as otherwise stated in this Agreement.



  11. INDEMNIFICATION/LIABILITY

    1. Indemnification of United Gig by You. You agree to defend, indemnify and hold harmless United Gig and its parent company or subsidiaries, affiliates, partners and Contributors, and each of their respective officers, directors and employees from all suits, demands, claims, damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with Your use or misuse of the Site or the Licensed Content or any breach or alleged breach by You (or anyone acting on Your behalf) of any of the terms of this Agreement.

    2. Indemnification of You by United Gig. Provided that the Licensed Content is only used in accordance with this agreement and You are not otherwise in breach of this agreement, United Gig agrees, subject to the terms of this clause 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 United Gig of the terms herein to be performed by United Gig subject always to Clause 11(c) below. 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 Licensed Content or the context in which the Licensed Content is used by You. This indemnification also does not apply to Your continued use of content following notice from United Gig, or upon Your knowledge, that the Licensed Content is subject to a claim of infringement of a third party's right.

    3. Liability. United Gig’s total maximum aggregate liability (meaning the total amount United Gig is responsible for, whether under this Agreement or any other agreement for the same Content) is limited to USD$1,000.00 collectively. This limit applies regardless of the number of times You licence the same piece of Content from United Gig. United Gig will not be liable to You or any other person or entity for any punitive, special, indirect, consequential, incidental or other similar damages, costs or losses arising out of this Agreement, even if United Gig has been advised of the possibility of such damages, cost or losses. Some jurisdiction do not permit the exclusion or limitation of implied warranties or liability.

    4. The party seeking indemnification must immediately notify the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defence of any claim or litigation, in which case 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. United Gig shall not be responsible for any claim settled without United Gig’s consent and/or any legal fees and/or other costs incurred thereto.



  12. BREACH


    You acknowledge and agree that:-

    1. United Gig may in its sole discretion monitor Your account and track any abuse of use or in contravention or breach of any of the terms and conditions herein. In the event of any abuse of use or contravention or breach of any of the terms and conditions of this agreement by You, You will lose all rights to the Licensed Content and the rights of United Gig under Clause 9(a) shall be applicable;

    2. any breach of any covenant, representations and warranties contained in this Agreement would cause irreparable injury to United Gig such that damages and remedies under Hong Kong Law for any breach of any such covenant would be inadequate. You further acknowledge and agree that the arbitral tribunal may order any interim measure it deems necessary or proper in accordance with the applicable laws of Hong Kong, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.



  13. UNILATERAL ACTION


    You understand and agree that United Gig may, in its sole discretion at any time and from time to time:-

    1. monitor anything You download from or upload to the Site, as frequently as United Gig in its sole discretion determines, for any violation of this Agreement;

    2. limit downloads to a fixed amount of total downloads per twenty-four (24) hour period, per User, as to ensure the best possible service to all United Gig users;

    3. track any abuse of Your username and password in connection with the Site or in connection with this Agreement;

    4. terminate Your account immediately if United Gig detect You are using, or are trying to use any automated means to download the Content; and

    5. terminate Your account, without notice, if it finds what United Gig believes to be any violation of this Agreement and/or any abuse of Your username and password and in such event, You shall lose all rights to the Content, and the rights of United Gig under Clause 9(a) shall be applicable.



  14. GENERAL PROVISIONS

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

    2. Audit/Certificate of Compliance. Upon reasonable notice, You agree to provide to United Gig sample copies of projects or end uses that contain Content, including by providing United Gig with free of charge access to any pay-walled or otherwise restricted access website or platform where Content is reproduced. In addition, upon reasonable notice, United Gig may, at its discretion, either through its own employees or through a third party, audit Your records directly related to this Agreement and Your use of Content in order to verify compliance with the terms of this Agreement. If any audit reveals an underpayment by You to United Gig of five percent (5%) or more of the amount You should have paid, then in addition to paying United Gig the amount of the underpayment, You also agree to reimburse United Gig for the costs of conducting the audit. Where United Gig reasonably believes that Licensed Content is being used outside of the scope of the licence granted under this Agreement, You agree, at United Gig’s request, to provide a certificate of compliance signed by You or in the case of a company, an officer of Your company, in a form to be approved by United Gig.

    3. Electronic storage. You agree to retain the copyright symbol, the name of United Gig or eightstock, the content's identification number and any other information that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorised use by third parties.

    4. United Gig shall not be held responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs or any losses or damage to the Site and/or Your accounts caused by hackers or cyber terrorists or third party interference not due to the fault or default of United Gig. United Gig however, will endeavour to emplace a continuity plan or remedial works to any damage caused by such hackers and/or cyber terrorists and/or third party. United Gig shall not warrant any uninterrupted use and error free of the Site or Content. In the event of any error, United Gig shall be entitled to rectify such error without any notice to You, provided that such rectification is within the means and ability of United Gig.

    5. You warrant that all information provided by You are accurate and You shall be fully responsible and liable for any mis-information given by You and You shall indemnify and keep United Gig indemnified of any consequences of such mis-information.



  15. GOVERNING LAWS

    The establishment, effectiveness, interpretation and execution of this Licence Agreement shall all be governed by the laws of the Special Administration of Hong Kong, subject to its jurisdiction, and without regard to the conflict of laws principles.

    1. All disputes arising in connection with the performance of this Agreement shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree to submit the dispute to Hong Kong International Arbitration Centre for arbitration in Hong Kong which shall be conducted in accordance with the UNCITRAL Arbitration Rules in effect at the time of applying for arbitration. The number of arbitrators shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.

    2. You acknowledge and agree that any breach of any covenant, representations and warranties contained in this Agreement would cause irreparable injury to United Gig such that damages and remedies under Hong Kong Law for any breach of any such covenant would be inadequate. You further acknowledge and agree that the arbitral tribunal may order any interim measure it deems necessary or proper in accordance with the applicable laws of Hong Kong, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.

    3. Notwithstanding the foregoing, United Gig 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 United Gig, such action is necessary or desirable to protect its intellectual property rights and the rights of its contributors. 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.

    4. 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.

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

    6. Entire Agreement. United Gig shall be entitled to amend any of the terms herein subject to a notice to be stated on the Site. 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.

    7. Notice. All notices required to be sent to United Gig under this Agreement should be sent via email to sales@eightstock.com All notices to You will be sent via email to the email set out in Your account.

    8. Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, income tax and duties imposed by any jurisdiction as a result of the licence granted to You, or of Your use of the Content.

    9. Interest on Overdue Invoices. If You fail to pay an invoice in full within the time specified, United Gig may add a service charge of 1.5% per month, on any unpaid balance until payment is received.

    10. Fees and Renewal. Your subscription is set to auto renewal and You authorise United Gig to charge the applicable subscription fees at the then applicable rate and taxes for the subscription to Your preferred mode of payment and which is made available by United Gig prior to the expiration of the term. You may change Your auto-renewal preferences in Your eightstock account. Your subscription may be cancelled as set out in Clause 9. United Gig may deactivate Your subscription without prior notice if United Gig is unable to process payment through such mode of payment.

    11. Licensing Entity. The licensing entity under this Agreement is determined based on Your billing address as provided by You.



  16. NO THIRD PARTY RIGHTS

    Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any of its terms.



  17. MISCELLANEOUS

    1. All opportunities has been given to You to seek legal advice on the use of the Site and/or Contents and in respect of this Agreement and all other relevant agreements.

    2. This Agreement is written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting or construing the terms of this Agreement, the English version shall prevail.



ELECTRONIC AGREEMENT


You have agreed and reaffirm Your agreement to the terms and conditions herein electronically by downloading the Content(s).