Social Motion Packs
PARTNER MEMBERSHIP AGREEMENT
(Annual Membership, Extended Use License)
Last updated: December 30, 2021
The individual or legal entity listed as purchaser during checkout process.Number of Users:
Licensee may sublicense to others. Use Terms:
Personal or commercial use on all social media accounts, websites and digital paid advertisements.Public or Live Performance:
Use in public, pre-recorded or live performance, including radio, podcasts, live-streaming, television broadcasts, and film productions is permitted.
This PARTNER MEMBERSHIP AGREEMENT (“Agreement”) contains the terms and conditions of the non-exclusive, limited copyright license to use the digital content (“Licensed Assets”) made available on www.socialmotionpacks.com
, and related mobile application (collectively, the “Site”) by Cait, Inc., dba Social Motion Packs (“CAIT”). Once purchased, a link to the Licensed Asset will be emailed to the email address you provided CAIT at the time of purchase.
BY COMPLETING THE PURCHASE OF THE LICENSED ASSET ON THE SITE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS & CONDITIONS OF THIS AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CAIT, AND (3) IF YOU ARE A LEGAL ENTITY, THE PERSON SIGNING THIS AGREEMENT HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE LEGAL ENTITY AND TO BIND THE LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE ANY LICENSED ASSET.
Some of the Licensed Assets offered on the Site are created and owned by CAIT and others are created and/or owned by third-party content creators (each, a “Creator”) who have entered into an exclusive license agreement with CAIT to sub-license their content on the Site.
This Agreement is between you or the legal entity listed as the purchaser during the checkout process (collectively, “You”), as a licensee, and CAIT, as a licensor on behalf of itself or a sub-licensor on behalf of the Creator.
You may only upload a Licensed Asset to (i) a server owned and controlled by You or (ii) a cloud storage service, cloud-based design app, or digital asset manager, account controlled by You, in each case for use of a Licensed Asset by You as permitted herein.
EXTENDED USE LICENSE.
This Agreement permits both Non-commercial use and Commercial use, as these terms are defined herein, of the Licensed Assets, as expressly specified in and limited by Sections 4 through 7.
“Commercial” use is any use: (i) that involves an exchange of money or other consideration, (ii) that promotes a business (e.g., sole proprietorship, corporation, or partnership), product, or service, or (iii) where financial gain or other consideration is either sought or a result, directly or indirectly, of Your use of a Licensed Asset. If any one or more of the criteria in (i), (ii), and (iii) is met, then the use is deemed “Commercial”.
3.2.Non-commercial Use (Personal).
“Non-commercial” use is a use for solely personal purposes; any use that meets the definition of “Commercial use” cannot be a Non-commercial use.
This Agreement permits You to use the Licensed Assets in social media, marketing, and digital advertisements as follows:
4.1.Personal Social Media for Non-Commercial Use
Unlimited non-commercial use in Your social media accounts (e.g. Facebook, Instagram, Tik Tok, Twitter, LinkedIn, and similar platforms).
4.2.Company Social Media for Commercial Use
Unlimited commercial use for the social media accounts of Your owned and managed business social media accounts (e.g. business Facebook, Instagram, Tik Tok, Twitter, LinkedIn and similar platforms).
4.3.Digital Advertisements for Commercial Use
Unlimited use in internet advertisements such as advertisements served by Google Ads, Bings Ads, Facebook Ads, LinkedIn Ads, etc. for Commercial use.
4.4.Public or Live Performance.
Use in public, pre-recorded or live performance, including radio, podcast, live-streaming, television broadcasts, and film productions.
4.5.Sublicensing to Third Parties for Commercial Use
Sub-licensing of the Licensed Asset is allowed in accordance with Section 7 below.
4.6.Quantity Limitations on Promotion and Advertisements
There is no limit on the number of impressions of social media posts or advertisements incorporating a Licensed Asset for Commercial use or Non-commercial use (where Non-commercial use is applicable).
This Extended Use License is limited as described below:
Use of a Licensed Asset for Website Software Development, Mobile App Development, Desktop Application Development, and Video Game Development is prohibited for both Commercial use and Non-commercial use.
Licensed Assets may not be used as part of a trademark, service mark, design mark, tradename, or similar use. In no event does this Agreement allow You to -- and You shall not seek to -- register, protect, or enforce any trademark or similar rights in a Licensed Asset.
You may not claim a Licensed Asset (or a modification thereof) as its own copyrighted work (the original Licensed Asset must be disclaimed in any copyright registration). You may not use a Licensed Asset to create a derivative work.
The license granted herein is limited to the expressly permitted uses stated in this License Agreement. Future-existing technologies and uses are expressly reserved and not included within the scope of the license.
The uses described in Sections 5.1 through 5.4 may be available with a custom license. Please contact CAIT to find out more.
Nothing in this Agreement grants You any of the following rights, all of which rights are strictly prohibited and expressly retained by CAIT:
6.1.Resale or Sub-Licensing of the Licensed Asset or any modification of it in a way that is directly competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset or template).
6.2.Making public or sharing a Licensed Asset in any way that allows others to download, extract, or redistribute a Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted) is strictly prohibited.
6.3.Use of the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of a Licensed Asset that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;(iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current; or (ix) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
6.4.Falsely representing authorship and/or ownership of a Licensed Asset is strictly prohibited.
6.5.Any other use that is not expressly permitted in Section 4 (“Permitted Uses”) is strictly prohibited.
CLIENT AND OTHER THIRD-PARTY USE.
Subject to the terms and conditions of this Agreement Licensee may use and incorporate the Licensed Asset in connection with materials created (“Work Product”) for a third-party sublicensee (e.g., Your client). Work Product is limited to materials you create for others for commercial purposes and does not include making the Licensed Asset available as a separate file. All third-party sublicensees must agree to be bound by the terms and limitations of the License prior to Licensee’s use of the Licensed Asset is any Work Product.
PARTNER MEMBERSHIP SUBSCRIPTION.
The Partner Membership is a subscription-based Agreement that permits you to license and use any Licensed Asset within the Social Motion Packs catalogue in connection with the Permitted Uses during the 1 year term of Your membership (the “Membership Term”), commencing on Your date of purchase of the License. When Your Membership Term expires you will not be permitted to download or use any additional assets. During your Membership Term, you may download an unlimited quantity of Licensed Assets provided that the frequency and quantity of downloads of Licensed Assets is reasonable. “Reasonable” means that you may download up to 40 Licensed Assets per day. CAIT considers downloading Licensed Assets by any automatic means, such as software, bots, etc., not reasonable, and therefore it is prohibited. The limitations and restrictions of the license granted under this Agreement will remain in effect through the period of Your Membership Term.
This License will automatically terminate on the conclusion of the Membership Term unless You renew it for a subsequent Term. In addition, CAIT may terminate this license granted hereunder at any time if You breach any of the terms of this or any other agreement with CAIT, in which case You must immediately: (i) cease using all Licensed Assets; (ii) delete or destroy any copies; (iii) cause all third-party sub-licenses to terminate, and (iv) if requested, confirm to CAIT in writing that You have complied with these requirements. Further, if You use a Licensed Asset on a social media platform or other third-party website and the platform or website uses (or communicates that it plans to use) a Licensed Asset for its own purpose or in a way that is contrary to this License Agreement, the rights granted for such use shall immediately terminate, and in that event, upon CAIT’s request, You agree to remove any content from such platform or website.
CAIT may discontinue licensing any Licensed Asset at any time in its sole discretion. Upon notice from CAIT, or upon Your knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, CAIT may require You to immediately, and at Your own expense: (i) cease using the Licensed Asset; (ii) delete or destroy any copies; and (3) ensure that Your distributors and/or sublicensees do likewise. In the event that a Licensed Asset is discontinued (unless the Licensed Asset is discontinued as a result of Your breach of this Agreement) CAIT will provide you with replacement content (determined by CAIT in its reasonable commercial judgment) free of charge, as its sole obligation, subject to the other terms of this License Agreement.
INTELLECTUAL PROPERTY RIGHTS.
CAIT, its licensors and contributors retain all right, title, and interest in and to the LICENSED ASSETS not expressly granted by this Agreement. Such rights are protected by the United States and International Copyright and Trademark laws and international treaty provisions. You may be held legally responsible for any intellectual property infringement that is caused or encouraged by Your failure to abide by the terms of this Agreement. You are aware that each jurisdiction in the world may have different laws pertaining to the rights of individuals or property depicted in the licensed content, and the You will comply with all such laws in use of the licensed content in the applicable jurisdiction. You will not isolate, emphasize, or otherwise display trademarks or people depicted in the Licensed Assets in a way that violates the trademark or personal rights of third parties. You will not use the Licensed Asset in any pornographic, malicious, or misleading manner.
INDEMNITY AND RELEASE.
You will defend, indemnify and hold CAIT, and its subsidiaries, affiliates, officers, directors, agents, partners and employees (collectively, the “CAIT Parties”) harmless from any claim or demand, including reasonable attorney’s fees, arising out of Your use of the Licensed Asset. You will also defend, indemnify and hold the CAIT Parties harmless from any claim or demand, including reasonable attorney’s fees, arising out of any of Your third-party sublicensees use of a Licensed Asset. You hereby release the CAIT Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from any Licensed Asset or use thereof. If You are a California resident, You waive Your rights under California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not now or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
CREATOR’S RIGHT TO TAKE ACTION.
You acknowledge and agree that, in addition to any rights of CAIT hereunder, any Creator adversely affected by Your, or Your sublicensees, improper use of a Licensed Asset, including any use of a Licensed Asset in violation of this Agreement, shall have the right to take legal action against You and any other unauthorized users of such Licensed Asset.
GOVERNING LAW & FORUM.
This Agreement is governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles. Any legal action (as provided for in section 16) of whatever nature brought by either You or CAIT shall be commenced or prosecuted in the state and federal courts located in Los Angeles County, California, and the parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from this Agreement.
You and CAIT, Inc. agree that, if there is any controversy, claim, action, or dispute arising out of or related to this Agreement, or the breach, enforcement, interpretation, or validity of this Agreement or any part thereof (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent to us at: email@example.com
. Both You and CAIT agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party. IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rights that You and CAIT would have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such Disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules then in effect in the state of California before one arbitrator to be mutually agreed upon by both parties. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable.
This Agreement will inure to the benefit of and be binding upon the parties, their successors, administrators, heirs, affiliates and assigns.
NO WAIVER. No failure or delay on the part of CAIT in the exercise of any right or privilege hereunder, including the right to cancel, shall operate as a waiver thereof, nor shall any single or partial exercise of such right or privilege preclude other or further exercise thereof or of any other right or privilege.
In the event any one or more of the provisions of this Agreement is held to be unenforceable or invalid under applicable law: (i) such unenforceability or invalidity shall not affect any other provision of this Agreement; (ii) this Agreement shall be construed as if said unenforceable or invalid provision had not been contained herein; and (iii) the parties shall negotiate in good faith to replace the unenforceable or invalid provision by such as has the effect nearest to that of the provision being replaced.
RETURNS / REFUNDS.
No refund(s) or exchange(s) are allowed. If something goes wrong with Your order, we will make every reasonable effort to fix any problem(s) or issue(s).
CAIT may modify this Agreement by posting an updated version on the Site. The then current version of the Agreement posted at the time of purchase shall apply to purchases (even if a Licensed Asset is downloaded after the License Agreement is updated). Updated versions of the License Agreement shall not apply retroactively to prior purchases unless either (1) You are notified of its option to apply the updated terms to prior purchases and expressly agree (e.g., via clicking “Agree”) or (2) such modification does not adversely affect any of Your rights and (3) CAIT notifies You of the changes and that they will apply retroactively (e.g., via email to the address on file).