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© 2019 Excel Model Shop

Terms and conditions

This agreement (“Agreement“) applies if you download a model or other tool (“Work“) from our website www.excelmodelshop.com ( “Website“). By downloading the Work, you agree to the terms of this Agreement and that this Agreement applies to each Work that you download. You represent and warrant that you have the right to enter into this Agreement. If you download the Work on behalf of an entity, then this Agreement applies to such entity and its affiliates. In such case, you represent and warrant that you have the authority to bind such entity to this Agreement.

Ownership

1.1 This Agreement does not effectuate any sale of the Work. We retain all rights, title and interest in and to the Work. No title or ownership interest in or to the Work is transferred to you by virtue of this Agreement.

License to the Work

2.1 Business License: Subject to your compliance with the terms of this Agreement, we hereby grant you a non-exclusive, perpetual, worldwide, non-sublicensable, non-transferable license to use, reproduce, modify or display the Work, subject to the restrictions in Section 3.

2.2 Employee and Contractor Use. You may transfer files containing the Work or permitted derivative works to employees or subcontractors, provided that such employees and subcontractors agree to abide by the restrictions of this Agreement and only use the Work on your behalf. The employees and subcontractors have no additional rights to use the Work.

2.3 Client Use. You may use the license granted under this Agreement for the benefit of one of your clients, provided that you must transfer all your license to your client and your client must comply with the terms of this Agreement. You are solely responsible and liable for any and all use of the Work by your client. You must purchase additional licenses for the same Work if you intend to use the same Work for the benefit of another client.

2.4 Reservation. If a Work is in violation of our Agreement, we may instruct you to cease all use, distribution and possession of such Work, and you must promptly comply with such instructions. We reserve all rights not expressly granted in this Agreement.

Restrictions

 

3.1 General Restrictions. You must not misuse the Work. Except as expressly permitted in Section 2 above, you must not:

sublicense, sell, assign, convey or transfer or attempt to transfer any of your rights under this Agreement;

sell, license or distribute the Work or any modified Work as stand-alone or as part of an online database or any other database, or any derivative product containing the Work in such way that would allow a third party to use, download, extract or access the Work as a stand-alone file;

share the Work with any other person or entity or post the Work online in a downloadable format, post the Work on an electronic bulletin board;

download or store the Work on more than one computer at the same time, except that you may make a single backup copy to be stored on media separate from the single permitted computer;

use, reproduce, distribute, perform, modify, or display the Work (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;

remove any copyright or proprietary notice or other information that may appear on, embedded in, or in connection with the Work in its original downloaded form, it being understood that you must include any and all such notices in any permitted backup copy of the Work;

incorporate the Work into a logo, trademark, or service mark;

take any action in connection with the Work that violates any applicable law;

Use the Work in an editorial manner, without affixing the accompanying copyright notice;

take any action in connection with the Work that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Work;

take any action in connection with the Work that would reasonably imply that the creator of the Work endorse any political, economic or other opinion-based movements or parties;

3.2 Website Use. Notwithstanding anything to the contrary contained in this Agreement, with respect to using and displaying the Work on websites, you must take all reasonable actions to prevent website visitors from downloading or reusing the Work.

3.3 Social Media Use. You cannot post the Work on a Social Media Site except in cases in which relevant copyright information is visibly embedded onto the Work and which comply with our size restrictions (the “Social-Media Enabled Works“): You may post or upload the Social-Media Enabled Works (and modifications thereof) directly onto Social Media Site, provided that the terms of use governing the Social Media Site do not include any provision which would claim to grant any exclusive rights or ownership in respect of such Work or modified Work to anyone. “Social Media Site” means a website or application which has a primary focus on facilitating social interaction among its users and allowing users to share content in connection with such social interaction.

Your Indemnification Obligations

 

You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable legal fees, arising out of or related to the content that you provide us, your use of the Work or Website, or your modification to the Work (except as indemnified under Section 7 below), or your violation of these terms.

Limitations of Liability, Responsibility and Testing

6.1 Limitation. We are not liable to you or anyone else for any special, incidental, indirect, consequential, or punitive damages, including those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with your use of or access to the Works. Nothing in these terms limits or excludes our liability for gross negligence or for our intentional misconduct. Except with regard to our obligations under Section 7 below, our total maximum aggregate liability under this Agreement is limited to the amount we received from you for the Work giving rise to the liability.

6.2 Loss. Under no circumstances will we be liable for loss of profit, loss of revenue or opportunity, corruption of data, anticipated savings, damage to goodwill, wasted management or staff time, or any punitive or exemplary damages, whether or not the likelihood of such could have been reasonably contemplated. You acknowledge that we owe no duty of care to any third party who may receive the Work, nor can we be held responsible for any output data from the Work or the use of this output data. To the fullest extent permitted by law, we do not accept any responsibility for any loss or damages arising out of the use of the Work.

6.3 Testing. Due to the size and complexity of our Work, it is not generally possible to attain complete assurance that such Work is free from material error. The risk that Work contains material errors may be mitigated through a structured and independent test program or full review, which is outside the scope of any Work provided. We perform limited testing of Work in the course of its creation. This will not constitute a full review or Audit and will not be conducted independently of the development process, and therefore should not be relied upon to indicate that the Work is free from material error.

6.4 Responsibility. You are responsible for undertaking your own test procedures on any Work downloaded and assessing the need for an Audit of it.

Our Indemnification Obligations

7.1 Our Duty to Indemnify. We will defend any third-party claim, action, legal proceeding made against a person or entity (collectively, “Claim“) during the term of this Agreement to the extent the Claim alleges that your use of the Indemnified Work pursuant to these terms directly infringes the third party’s copyright, trademark, publicity rights or privacy rights (“Infringement Claim“). “Indemnified Work” means any Work that you have purchased and downloaded from the Website that has not been altered, except Work that (a) is part of our collection of free Works or (b) can otherwise be downloaded without payment of credits or monetary compensation. We will pay you the damages, losses, costs, expenses, or liabilities (collectively, “Losses”) directly attributable to an Infringement Claim and are either finally awarded by a court of competent jurisdiction against you or agreed to in a written settlement agreement signed by us.

7.2 Conditions to Indemnification. The owners and creators of the Works or the Website will have no liability for any Infringement Claim:

that arises from (i) any modification of the Indemnified Work; (ii) any combination of the Indemnified Work with any other works; (iii) any use of the Indemnified Work after we have removed the Indemnified Work from our Services or have instructed you to stop using the Indemnified Work; or (iv) the context in which you have used the Indemnified Work; or

if you fail to (i) notify us in writing of the Infringement Claim promptly upon the earlier of learning of or receiving a notice of it, to the extent we are prejudiced by this failure; (ii) provide us with reasonable assistance requested by us for the defence or settlement of the Infringement Claim; (iii) provide us with the exclusive right to control and the authority to settle the Infringement Claim; or (iv) refrain from making admissions about the Infringement Claim without our prior written consent.

7.3 Limitation of Liability. Notwithstanding anything to the contrary contained in these terms or in any other agreement between you and us, our total maximum aggregate liability with respect to any Indemnified Work will in no event exceed £1,000 per Indemnified Work, irrespective of the number of times the Indemnified Work is downloaded or licensed.

7.4 Sole and Exclusive Remedy. The foregoing states our entire liability and obligation, and your sole and exclusive remedy, with respect to any Indemnified Work or Infringement Claim.

 

Termination

 

We may terminate this Agreement or with respect to any Work upon notice to you in the event of your breach of the terms this Agreement. You may terminate this Agreement at any time upon notice to us. We may deny the downloading of any Work from the Website.

Effect of Termination

Upon our termination for cause of this Agreement or with respect to any particular Work, you must cease using the Work and destroy all copies of the Work, and all derivative works and related materials (if any), in your possession or control. At our request, you will certify in writing to such destruction of the Work, derivative works and related materials. Termination of this Agreement does not relieve you of any obligations to pay any outstanding fees. The provisions of Sections 1, 5, 6, 7, 8, 9, and 10 will survive the termination of this Agreement.

Miscellaneous

10.1 Governing Law. The Work and these terms are governed by English law. You may have additional rights under the law. We do not seek to limit those rights to the extent prohibited by law.

10.2 Dispute Resolution. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, we must resolve any claims relating to these terms, the Website, or the Work through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify.

10.3 No Class Actions. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

10.4 No Agency. The relationship between you and us under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.

10.5 Taxes. You are responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to you under this Agreement.

10.6 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.

10.7 Assignment. We have the right, in our sole discretion, to assign any or all of its rights or obligations under this Agreement. You have no right to assign any of your rights or obligations under this Agreement and any such attempt will be void.

10.8 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.

10.9 Modification. We may modify this Agreement that apply to a Work to, for example, reflect changes to the law or changes to our services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. By continuing to use or access the Website after the revisions come into effect, you agree to be bound by the revised terms.