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Ungraded Terms of Use (As of September 2023)
Welcome to Ungraded. These Terms of Use govern the access and use of our Website, our Platform and our Services. The Terms of Use agreement is between you and Ungraded. By using our Services you accept the Terms of Use as set forth in this agreement.
In these Terms of Use the terms below, written with a capital letter and used in both the singular and the plural, are given the following meaning:
The Terms of Use apply to the Agreement and all use that User makes of the Service, including but not limited to the use of the Platform, to the purchase of licenses to Footage and to provide Footage to the Platform.
Ungraded may amend these Terms of Use at any time. The User will be notified of any amendments by email and/or private message and/or upon logging in to the Service through the Website and/or upon using the Website. The new version of the Terms of Use will be available for viewing and downloading on the Website. If the User continues to use the Service after these Terms of Use have been amended or supplemented, the User thereby irrevocably accepts the amended or supplemented Terms of Use. If the User does not agree with the amended or supplemented Terms of Use, the User's exclusive remedy is to no longer use the Service and to terminate its Account and the Agreement.
If any provision in these Terms of Use shall be held to be (partly) void or unenforceable, the other provisions of these Terms of Use will remain in full force and effect. In such a case, Ungraded will replace the void or unenforceable provisions with new ones. In doing so, the purpose and meaning of the void or unenforceable provisions will be taken into account as far as possible.
These Terms of Use have been prepared in English and contain Dutch legal terms (which are quoted in inverted commas: "..."). These Terms of Use may have been translated into other languages. In case of a dispute, the English version shall have precedence and must be interpreted in accordance with the laws of the Netherlands.
Through the Service, licenses for Footage can be purchased by User and Footage can be provided to the Platform. In order to be able to purchase licenses for the Footage and/or to provide Footage to the Platform, the User has to create an Account to use the Service in the way as described on the Website.
The User warrants that the information provided by the User when creating the Account is, and remains during the use of the Service, complete, up-to-date and accurate. If the information is no longer complete, up-to-date and/or accurate, the User will update the information in order to comply with the aforementioned warranty.
Ungraded is entitled to impose additional requirements on Users, including but not limited to requirements for the minimum or maximum age. These requirements are stated in the Service.
User is not allowed to create an Account in the name of another person or in the name of a fictional person.
During registration of the Account, the User must provide Credentials.
User is responsible for keeping his Credentials secret.
The Account is strictly personal. User shall not provide his Credentials to others or give others access to his Account.
The User is liable for the use of the Service through the Account. Ungraded assumes that the User is actually the one who logs in to the Account with his Credentials.
As soon as the User knows or should know that his Credentials have fallen into the hands of unauthorized persons, the User must immediately inform Ungraded thereof. The User must also immediately take effective measures himself, such as changing his Credentials.
Ungraded accepts no liability for any damages resulting from unauthorized access to or use of the Service by the User or third parties.
Ungraded reserves the right to change the login procedure and / or User's Credentials if it deems this necessary in the interest of the functioning of the Service.
Ungraded hereby grants the User a non-exclusive, non-transferable, limited right to access and use the Service by means of the Website and the Platform solely to consult the offered Footage by means of watching the previews thereof, to purchase a license for (parts of) the Footage and/or to provide Footage to the Platform.
Ungraded shall have the right (but not the obligation), at its sole discretion, to review, edit, limit or refuse User Content posted or transmitted by means of the Service and/or to limit and/or refuse a User access and/or use of the Service, to remove any User Content that, according to Ungraded, violates these Terms of Use and/or that it deems to be otherwise objectionable. Ungraded may disclose your Personal Data and/or User Content to third parties where it believes, in good faith, that it is necessary to comply with a court order, ongoing judicial proceeding, criminal or civil subpoena, or other legal process or request by law enforcement authorities, or to exercise its legal rights to defend against legal claims.
Notwithstanding any other provisions of these Terms of Use, the use of the Service shall not be used to:
The User acknowledges and accepts that Ungraded merely offers the Platform on which Users can purchase licenses to Footage and/or to provide Footage to the Platform.
The use of the Service is at the User's own expense and risk. The User is responsible for meeting the technical and functional requirements and using the electronic communication facilities that are necessary to be able to access and use the Service. The risk of loss, theft or damage to any of its data will at all times be borne by the User.
When User provides Footage to the Platform, the General Purchase Conditions of Ungraded apply.
The offer for the licenses for Footage may contain a description, pictures, photographs, and/or other graphical displays such as the Ungraded logo.
Prices for the Footage will be quoted through the Service and/or in the offer. Prices are in euros and are inclusive of VAT, unless expressly provided otherwise.
The User has the obligation to inform Ungraded immediately about any inaccuracies in the offer provided or the payment details described, including the price. The User cannot hold Ungraded to any offer for Footage and/or price if the User should in all reasonableness have known that this offer and/or the price are/is an obvious mistake or obvious error in writing.
Ungraded is entitled to adjust its prices at all times.
Ungraded uses the services of Mollie (https://www.mollie.com) and/or other third parties to process the payment. The conditions of Mollie and/or other third parties may apply. Ungraded is not liable for use of those third party services.
The Intellectual Property Rights on all Content on the Platform, as well as the selection and arrangement of the Content, belong to Ungraded and / or its suppliers.
Ungraded and/or its suppliers reserve all rights not expressly granted to the User in these Terms of Use. The User acknowledges and agrees that – except as specifically set forth in these Terms of Use – Ungraded and its suppliers retain all rights, title and interest, including the Intellectual Property Rights, in and to the Service and/or Content as well as any modifications, adaptations or translations thereof. The User acknowledges and agrees that he does not acquire any rights therein, express or implied, except for the rights expressly granted under these Terms of Use.
The User is not permitted to sell, rent out, transfer, give away or grant restrictive rights Service and/or Content, or to make it available to third parties in any way or for any purpose. The User will also refrain from granting third parties access – remotely or otherwise – to the Service or to provide the Service to a third party.
In principle, the User retains all Intellectual Property Rights, if any, that vest in him with regard to any User Content he posts by means of the Service. The User agrees and acknowledges that by posting any User Content by means of the Service he automatically grants Ungraded a royalty-free, unencumbered, world-wide, sub-licensable, non-exclusive right, if protected by any Intellectual Property Rights at all, to use, reproduce, circulate and make public the content in connection with the Service.
The collection of data by means of the Service is to be regarded as a database within the sense of Directive 96/6/EC on the legal protection of databases and the Dutch Databases Act (in Dutch: "Databankenwet"). Ungraded and/or its licensors are the producer(s) of this database and in that capacity has/have the exclusive right to grant consent for the use of data from this database. The User may only use data from the database insofar as use is allowed pursuant to these Terms of Use. The User is not allowed, without the prior written consent of Ungraded and/or its licensors, to retrieve and re-use a substantial part of the data of the database and/or retrieve and repeatedly and systematically re-use non-substantial parts of the data of the database within the sense of the Directive 96/6/EC and the Dutch Databases Act.
Ungraded offers the following 3 different License Types for the (use of the) Footage:
The One-Time Purchase license gives the User the right to purchase a license to Footage on an individual one-time basis.
The Footage that will be delivered will consist of the Graded Footage only. If available, the a license to the Ungraded Footage can be purchased for an additional charge.
The One-Time Purchase license allows the User to use the Footage only within the following contexts:
Users who want to make use of this One-Time Purchase, but do not met the conditions therefore, or Users who have doubts if they met the conditions, should contact Ungraded.
With the Subscription license the User can access the entire Footage catalog of Ungraded and User can download Footage directly without (new) payment for each individual Footage. Payment for the Subscription can be monthly or yearly.
The Footage that will be delivered will consist of the Graded Footage and the Ungraded Footage, if available.
A Subscription license allows the User to use the Footage only within the following contexts:
For each Subscription there is a limit on the amount of downloads. For a monthly Subscription the limit is 50 downloads per month. For an annual Subscription the limit is 1000 downloads per year. Ungraded is always entitled to change these limits and to further limit the amount of downloads.
When a Subscription ends the User's right to download Footage ends. The User will still be entitled to use the already downloaded Footage in accordance with the terms and conditions of the Agreement.
A Custom License is a license that is custom-made for the User, which is necessary when the by the User desired use of the Footage does not fall within the conditions of the One-Time Purchase and/or the Subscription. When a Custom License is desired by the User, the User shall contact Ungraded and Ungraded can provide the User with an offer. The contexts with which the Footage with a Custom License may be used can differ depending on the Custom License. Ungraded and the User shall agree upon the conditions and exceptions of the Custom License in the License Agreement.
The User represents and warrants that it acquired the correct License Type and that it shall not acquire a License Type which is not applicable to its situation.
The following article applies to all use of the Footage by User, including but not limited to any downloads, display, publication and copying thereof.
Unless User enters into a License Agreement with Ungraded, User shall not download, display, publish and/or copy any Footage.
When User purchases a license for Footage, User receives a link to download the Footage.
When User purchased a license to the Footage, User obtains the worldwide, limited, non-exclusive, non-sublicensable and non-transferable right to download and use the Footage for private and commercial purposes in his projects, by which is meant human made projects and productions combining visual media and/or sound only, under the terms and conditions of these Terms of Use.
Any and all licenses are strictly personal and shall not be distributed to and/or used by mother, sister, daughter or other group companies.
A The license includes the right to edit the Footage, unless agreed or stated otherwise.
Ungraded and / or its suppliers retains all other rights to, or in connection with, the Footage. These Terms of Use do not entail a transfer of Intellectual Property Rights.
The User who entered into a license agreement with Ungraded is not permitted to sell, rent out, transfer, give away or grant restrictive rights to the Footage. The User is explicitly not allowed to reproduce, distribute and/or re-sell the Footage as standalone package.
The User is not permitted to use the Footage in any unlawful way, including but not limited, to the use of the Footage in any threatening, sexually-intimidating, racist, defamatory or in any (other) offensive way. The User warrants this.
The User is not permitted to use the Footage to promote products and / or services in a improper way, including but not limited to, use incorrect and / or misleading information.
The User is not permitted to use the content or a part thereof as a trademark, service mark, logo or any other indication of an original design or part thereof.
A preview of the Footage is available in the Platform, for preview purposes only. The User is not allowed to download, publish, copy and / or make available the preview of the Footage.
The Footage shall be delivered to the User after the User obtains a license from Ungraded through a temporary download link, which will be made available to the User through email after payment is received.
The download link delivered by email shall be active for a period 24 hours.
User has the possibility to generate new temporary download links in the Account provided that the Footage is still available on the Platform. The in the Account generated download links shall be active for a period of 5 minutes.
The Footage can be downloaded by User for a (total) maximum of 5 downloads.
The download links are strictly personal. User is not entitled to send download links to third parties, to publish download links or to make the download links available to the public in any way whatsoever.
The Footage that will be delivered will consist of the Graded Footage and Ungraded Footage, unless stated otherwise in the Service and/or in the applicable License Type.
Ungraded shall deliver Footage in the highest quality available for Ungraded. Ungraded does not guarantee any level of quality of the Footage nor does Ungraded guarantee that the Footage fits the (intended) purposes of User. The risk of the Footage delivered User will be transferred to User after the temporary download link is sent by email.
If the User is a Consumer who purchased (a) license(s) to Footage, Consumer agrees that Ungraded immediately starts delivering the digital content by providing the temporary download link(s) to Consumer. The Consumer waives his right of revocation.
A User who acts in the exercise of a profession or business is in no way entitled to invoke a right of revocation.
Ungraded does not warrant that the Platform will be error free, complete or up-to-date at all times.
The User agrees that the Platform only provides the functionality and other features as found in the Platform at the time of use ("as is"). Ungraded does not guarantee that the Platform or any part thereof will be accessible at all times and without any interruptions or failures. Failures in the Platform can occur as a result of failures in the internet connection or as a result of viruses and/or faults/defects. Ungraded is not liable towards the User for any damage, loss or costs resulting or arising from the Platform being (temporarily) unavailable, including but not limited to the loss of data or inability to access or use the Platform.
Ungraded is entitled to change and/or update the Platform and replace the design and layout and/or any of the functionalities of the Platform without any prior notification and without being obliged to pay any compensation whatsoever to the User.
Ungraded is entitled to put the Platform (temporarily) out of service and/or to reduce the use of it without any prior notification and without being obliged to pay any compensation whatsoever to the User, if in the opinion of Ungraded this is necessary, for instance in connection with the reasonably required maintenance of the Platform or due to force majeure. Force majeure includes – but is not limited to – site or building blockades, strikes, riots, civil disruption, war, terrorist acts, inclement weather, epidemic, specific work interruptions, delay in transportation, earthquake, virus outbreaks, pandemics, epidemics fire, storm, flood, or water damage, delay in or cancellation of the delivery to Ungraded of parts, goods or services ordered from third parties, or governmental, legal or regulatory restrictions, and all (other) external causes, foreseen or unforeseen, which Ungraded cannot influence.
The User is responsible and liable for all use he makes of the Platform, including but not limited to the use of his Account. The User indemnifies and holds Ungraded harmless against any and all claims by third parties in connection with or resulting from the use that the User makes of the Platform, a violation by the User of these Terms of Use, and/or any unlawful activities.
Ungraded's liability for attributable failure (in Dutch: "toerekenbare tekortkoming") to perform the Agreement or any other unlawful act (in Dutch: "onrechtmatige daad") shall be excluded, to the extent allowed by a mandatory or peremptory rule of law.
The User's only remedy in the event of an attributable failure or an unlawful act of Ungraded, is to discontinue the use of the Service and/or to delete his Account and to terminate the Agreement.
In the event that Ungraded is liable for damages under a mandatory or peremptory rule of law, the damage will be limited to an amount of EUR 100.00 per event (a series of connected events being considered as one event). In no event will Ungraded's total, aggregate liability, exceed EUR 200.00.
Ungraded's liability for consequential damages (in Dutch: "indirecte schade", "gevolgschade") arising out of, or in connection with the Agreement or these Terms of Use, such as, but not limited to, loss of profit, loss of business, loss of anticipated savings, or any other similar financial loss or loss of goodwill or reputation, or other incidental, indirect, punitive or exemplary damages of any kind, independent of whether the User provides notice to Ungraded of such potential injury, damages or loss, is excluded.
In any event, the User's right to claim under the Agreement
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