Xanita - Digital File Usage Agreement
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF THIS WEBSITE AND ITS PRODUCTS.
Welcome to the Xanita web site ("Website"). You are required to abide by the following terms and conditions if you download or embed in your website or marketing collateral, any files from the following Xanita websites and sub-directory folders:
1. Use of image and CNC knife cut-files
Xanita Pty Ltd licenses to you the use of image and cut-files only as provided herein on a nonexclusive and non-transferable basis upon agreeing to and submitting this secure on-line form. All other rights to the image files and any accompanying materials such as copyright are retained by Xanita. This free license is granted non-exclusively to you for multiple file use, per download.
You must be at least 18 years of age to use the Website and accept this Agreement. Xanita may require any registrant to provide sufficient proof of age. Xanita may elect at its sole discretion to monitor any area or records pertaining to the Website for compliance with this agreement or for any other reason.
3. Intellectual Property and Privacy Laws
You acknowledge that the content available on the Website is the property of Xanita or its content providers or other third parties and is protected by Australian and international copyright and other intellectual property laws. Furthermore, you acknowledge that any trademarks and copyrights depicted in any Xanita images are subject to protection by intellectual property laws and that you must obtain consent from Xanita of the intellectual property whenever necessary, to comply with intellectual property laws. Absent of an explicit written statement from Xanita stating otherwise, you should assume that no consent from persons or owners of property depicted in an image has been given regarding the publication of the image and that model and property releases are not available from Xanita or its content providers. Further, Xanita makes no claims or warranties as to the validity of the model or property releases associated with any image or cut-file. You agree, when feasible, to include the copyright information from the image file in the form of a legally effective copyright notice in substantially the following form: "[Year] Image from Xanita."
4. Prohibited Uses
Generally you may not :
1. Use images in any way that violates the rights of individuals, including by way of example, intrusion of privacy, misappropriation of likeness, or depiction in a false light. Images that are designated for editorial use only or as not being model-released may not be used for advertising or promotional purposes.
2. Use images in any way that violates civil and criminal laws such as those regulating pornography, obscenity, fraudulent schemes, counterfeiting, espionage, and aid to illicit activities.
3. Resell or distribute any .AI, .DXF, .CDR, .EPS cut-files, or re-saved versions thereof, other than internally with staff directly employed by your business.
4. Reverse engineer, decompile, modify or disassemble any part of a cut-file downloaded from our web site or email to you by Xanita with the following extensions: .AI, .DXF, .CDR, .EPS, without the express written consent of Xanita.
5. Use any file downloaded from Xanita’s websites to produce any kind of graphic or board structure using expanded kraft honeycomb or corrugated honeycomb composite fibreboard materials or derivatives thereof, other than X-Board brand board available from Xanita’s authorised distributor(s).
6. Remove any copyright or trademark information from any image, file, or accompanying materials.
5. Permitted Uses
1. Use .JPG, .GIF, .PNG or .TIFF images and PDF documents downloaded from Xanita’s websites for general, editorial, product, and promotional uses including but not limited to: products, software, newsletters, advertisements, book interior or cover, packaging, marketing material, school assignments, presentations, and within films or videos, provided that such usage complies with the other provisions in this Agreement (see Section 4. Prohibited Uses).
2. Edit, modify or alter .JPG, .GIF, .PNG or .TIFF images as necessary for your use, provided that the resulting image otherwise complies with this Agreement. The copyrights in all photos, art, images or other files obtained from Xanita and integrated into a derivative work will remain with Xanita or the content provider. If requested by Xanita, you agree to execute a written assignment of any copyrights with respect to such derivative work when such assignment is reasonably necessary to enable Xanita or a content provider to enforce its intellectual property rights.
3. In the normal course of workflow, convey to third parties such as flatbed printers a temporary copy of a file that is integral to your work project and without which the project could not be completed.
Xanita reserves the right to replace any image file with an alternative image file for any reason. Upon notice of such replacement, the license for such files terminates with respect to any prospective usage and this license automatically applies to the alternative image files. You further agree to take all reasonable steps to discontinue use of files that have been replaced in products that already exist.
7. No resale or sublicensing
You may not resell, distribute or sublicense any files, accompanying material, or the rights to use the files to anyone for any purpose, except as specifically provided for in this agreement. You expressly agree that use of all images, files, or software distributed by Xanita is at your sole risk. Likewise, you agree that you are responsible for ensuring that the publication at your direction of an image obtained from Xanita does not violate any rights with respect to privacy, defamation, or rights of publicity. You further agree to indemnify Xanita in the event a claim is made with respect to the rights described in this section.
All images, files, and software distributed by Xanita are provided on an "as is" and "as available" basis and without warranties or conditions of any kind either express or implied. Xanita assumes no responsibility for any actions or liabilities arising from their possession or use. Xanita disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Under no circumstances shall Xanita or its content providers be liable to you or any third-party for any indirect, consequential, incidental, special or punitive damages, including but not limited to lost profits and business interruption, irrespective of the type of cause of action, arising in any way from use of the images or the Website, even if Xanita is expressly advised of the possibility of such damages. No oral advice or written information provided by Xanita, its content providers or the like, shall create a warranty; nor shall you rely on any such information or advice. You acknowledge that this paragraph shall apply to all content, images, and services available through Xanita. In those states that do not allow the exclusion or limitation of liability for consequential or incidental damages, liability is limited to the fullest extent permitted by law.
You may not assign the rights and obligations under this agreement without obtaining the prior written consent of Xanita. Xanita may assign this agreement.
Should any clause of this agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.
This contract is governed by and shall be construed in accordance with the laws of South Africa. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this agreement. You hereby consent to the personal jurisdiction of the state and federal courts located within South Africa. All actions, controversies and disputes arising from or relating to this agreement shall be heard and decided exclusively before the courts located within Queensland and not elsewhere. You agree that service of process in any actions, controversies and disputes arising from or relating to this agreement may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law. This agreement shall be construed neither against nor in favour of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of this agreement shall not affect the validity or enforceability of the balance hereof.
12. Legal Fees
Each party shall pay its own legal costs in defending a claim of unlicensed use of original or modified Xanita cut-files, including reasonable attorney fees and the ordinary costs and expenses incurred in resolving the dispute.
13. Entire Agreement
You acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between you and Xanita, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and Xanita relating to the subject of this agreement.
14. Revision of Agreement
Xanita may revise this agreement at any time and such revision shall be effective immediately upon the posting of the revised agreement on the Website. You agree to review the agreement prior to the use of an image to make yourself aware of such revisions.