Stash Creative Limited: Terms and conditions of Licence

This licence agreement (“Licence”) covers any products that you purchase and download from our website stash-content.com.  By purchasing a product (a “Product”) you agree to these terms and conditions.

The customer’s attention is drawn in particular to clause 1 , which sets out the limitations on the permitted use of the Product.

1. Licence
   
   

   1.1
   For the purposes of this Licence, “Stash Creative” is Stash Creative Limited, incorporated under the laws of England and Wales (company number 14739167) whose registered office is at Loft Suite, Lenvale House, Hollingworth Court, Turkey Mill, Ashford Road, Maidstone, Kent, United Kingdom, ME14 5PP.
   
   

   1.2
   In consideration of the price paid by the Customer to Stash Creative, Stash Creative grants to the Customer a non-exclusive perpetual Licence to use the Product worldwide in accordance with the following provisions of this Licence.
   
   

   1.3
   Customer may make up to two copies of the Product for its lawful use. Customer shall keep records of all copies of the Product.
   
   

   1.4
   Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Product in whole or in part, other than as specifically set out in this Licence.
   
   

   1.5
   Without limitation to the foregoing, the following sets out the scope of the rights of Customer contained in this clause:
   
   

• (a) Customer may:
  • (i) Use a Product [or elements extracted from a Product] in a live performance;
  • (ii) Use a Product [or elements extracted from a Product] at promotional events;
  • (iii) Use a Product [or elements extracted from a Product] for inclusion in videos that are transmitted live at a performance(b)
    
    
• (b) Customer may not:

• • • (i) Sub-licence, assign or novate the benefit or burden of this Licence in whole or in part; 
    • (ii) Share the Product with any third party (other than a third party who is providing services to the Customer in the course of, or for the purposes of enabling the Customer to use the Product in a way permitted by this Licence, and who has agreed to the terms of this Licence) 
    • (iii) Use the Product in whole or in part in any unlawful, or immoral manner, or for any unlawful or immoral purpose;
    • (iv) Use the Product in whole or in part to provide a service to a third party (whether or not for payment or reward) other than as set out in (ii) above;
    • (v) Use the Product in whole or part in showreels, in film or promotional videos without a further licence from Stash Creative;
    • (vi) Convert or apply the Product or any part thereof in an NFT, or similar technology;
    • (vii) Distribute or make the Product or any part of it available online, whether as a download, or to broadcast, or stream or otherwise;
    • (viii) Claim authorship or copyright over all or any part of the Product.

2. Intellectual Property Rights
   
   

   2.1

   • The Customer acknowledges that all intellectual property rights in the Product belong and shall belong to the Stash Creative, and the Customer shall have no rights in or to the Product other than the right to use it in accordance with the terms of this Licence.
     
     
     
   • 2.2

     If any third party makes a claim, or notifies an intention to make a claim against the Customer arising out of any alleged infringement of any third party’s intellectual property rights from the possession or use by the Customer of the Product (a “Claim”), the Customer shall:
     
     

     • (a) as soon as reasonably practicable, giving written notice of the Claim to Stash Creative, specifying the nature of the Claim in reasonable detail;
       
       
     • (b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Stash Creative (such consent not to be unreasonably conditioned, withheld or delayed);
       
       
     • (c) giving Stash Creative and its professional adviser’s access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable Stash Creative and its professional advisers to examine them and to take copies (at the Supplier’s expense) for the purpose of assessing the Claim; and
       
       

(d) take such action as Stash Creative may reasonably request (at the expense of Stash Creative) to avoid, dispute, compromise or defend the Claim.

• • 2.3
    If any Claim is made, or in Stash Creative’s reasonable opinion is likely to be made, against the Customer, Stash Creative may at its sole option and expense:
    • (a) procure for the Customer the right to continue to use the Product in accordance with the terms of this Licence;
    • (b) modify the Product so that it ceases to be infringing;
    • (c) replace the Product with a similar non-infringing Product; or
    • (d) terminate this Licence immediately by notice in writing to the Customer and refund any amount paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Product to the date of termination) on receipt of a certificate from the Customer that they have deleted all copies thereof.
      
      
  • 2.4
    Notwithstanding any other provision in this Licence, clause 3 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the breach by the Customer of this Licence, or through the use of the Product by the Customer with other material, products or elements that are not provided by Stash Creative.
    
    
  • 2.5
    This clause 1 constitutes the Customer’s exclusive remedy and Stash Creative’s only liability in respect of Claims and, for the avoidance of doubt, is subject to the limitation of liability provisions in the [TERMS AND CONDITIONS OF SALE]

3. Warranties
   
   
   • 3.1
     The warranties for the Products are set out in the Terms and Conditions of Sale.
     
     
   • 3.2
     For the avoidance of doubt, Stash Creative does not warrant that the Product will be error free, or that the Product will work without any interruptions, errors or defects.
     
     
   • 3.3
     It is the responsibility of Customer to ensure that use of the Product will be lawful in the manner it proposes to use it and in the location and jurisdiction of use.
     
     

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4. Liability
   
   
   • 4.1
     The maximum aggregate liability of Stash Creative arising out of this Licence shall be limited to the amount paid by Customer for use of the Product.
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   • 4.2
     Stash Creative reserves all rights arising out of this Licence agreement, including without limitation, the right to terminate it forthwith in the event of a material breach by Customer, and the right to claim in respect of any breach.
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5. Governing law and jurisdiction
   
   5.1
   This Licence 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.

   5.2
   The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).3