TERMS OF SERVICE – CONTENT LICENSE AGREEMENT

ACCEPTANCE OF TERMS

1.1.  Your access to and use of the Platform is subject to the terms of this Agreement. For the purposes of this Agreement, any activity on the Platform, including browsing, viewing, registering, downloading, purchasing, etc., shall be deemed to be “use” of the Platform. BY USING THE PLATFORM YOU ARE FULLY ACCEPTING THE TERMS, CONDITIONS AND DISCLAIMERS CONTAINED IN THIS DOCUMENT AND ALL POLICIES AND GUIDELINES THAT ARE INCORPORATED BY REFERENCE. If you do not accept these terms and conditions, you must immediately stop using the Platform.

1.2.  If you are entering into this Agreement on behalf of a company or other entity, you warrant that: (a) you have full legal authority to bind that company, or entity to this Agreement; and (c) you and your company, or entity agree to this Agreement. If you don’t have the legal authority to bind your company, or entity, please do not accept this Agreement.

POLICIES AND GUIDELINES

2.1.  You agree to be bound by all of the terms and conditions set forth at the Platform, including but not limited to the specific page on the Platform that contains the special terms and conditions attached to a particular item for sale (the “Item Page”) and the Privacy Policy (link), all of which are incorporated herein by reference.

2.2.  In the event of any inconsistency or conflict between the documents of this Agreement, the inconsistency or conflict shall be resolved by giving precedence to the Item Page. Terms or conditions that are more restrictive, specific, or particular than those contained in the Item Page shall not be construed as being inconsistent or in conflict.

ELIGIBILITY

3.1.  You may use the Platform only if you are at least eighteen (18) years of age and can form a binding contract with us, and only in compliance with this Agreement and all applicable local, national, and international laws, rules and regulations.

3.2.  Unauthorized users are strictly prohibited from accessing or attempting to access, directly or indirectly, the Platform. Any such unauthorized use shall constitute a violation of this Agreement.

3.3.  We may, in our sole discretion, refuse to offer access to or use of the Platform to any person or entity, and change its eligibility criteria at any time. This provision is void where prohibited by applicable law and the right to access the Platform is revoked in such jurisdictions.

3.4.  Whenever you act on behalf of your clients (e.g. you act for an agency which in turn represents it’s multiple clients, for whose benefit the Content is purchased), Billo confirms that nothing in the Agreement restricts the Customer to share the purchased and paid for Content with the Customer’s clients.

CHANGES TO PLATFORM

4.1.  Billo reserves the right to:

1. a)  change or remove (temporarily or permanently) the Platform or any part of it without notice and you confirm that Billo shall not be liable to you for any such change or removal; and
2. b)  change any of the terms and conditions contained in this document or any policies or rules governing the Platform at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised terms or such policies and rules on the Platform and you are solely responsible for reviewing any such notice and the corresponding changes to the Agreement. Your continued use of the Platform following any such revisions to the Agreement or such policies and rules will constitute your acceptance of such changes. If you do not agree to any such changes, do not continue to use the Platform.

YOUR ACCOUNT

5.1.  Once you agree to be bound by this Agreement and complete the registration, Billo will set up an account for you (the “Account”).

5.2.  All information provided when registering an Account must be current, accurate and complete. Incomplete, inaccurate, or incomprehensible Account registrations will not be valid.

5.3.  You are entirely responsible for maintaining the confidentiality of your login and password. Furthermore, you are entirely responsible for any activities that occur under your Account.

5.4.  You agree to notify us immediately of any unauthorized use of your Account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your Account, either with or without your knowledge. You may not use anyone else’s Account without the permission of the account holder.

PROPRIETARY RIGHTS

All intellectual property rights in the Content are owned by us or by our suppliers, as applicable, and are protected by law, including but not limited to copyright law. By this Agreement, we do not assign or transfer to you any intellectual property rights into the Content and we remain the owner of such rights.

LIMITED LICENSE

7.1.  During the Term, Billo grants you the following personal, limited, worldwide, non-exclusive rights into the purchased Content:

1. a)   to copy, edit, modify, adapt, create derivative works;
2. b)  subject to limitations as per Section 8.1 below, to distribute, publish, resell, transfer, broadcast, retransmit, or communicate to the public.

7.2.  The rights above are granted to you (a) subject to the conditions and limitations set out in this Agreement, (b) provided you agree to and comply with all terms and conditions of this Agreement and (c) upon your full payment of the applicable fees.

7.3.  The rights hereunder are granted for a period (the “Term”) commencing on the day after you download the Content and ending after the expiration of the period set out on the Item Page. If no Term is specified on the Product Page for the specific Content, the Term is 6 months.

7.4.  Upon expiration of the Term (a) the rights granted to you hereunder will terminate in respect to the expired Content; (b) you shall immediately cease using the expired Content; and (c) all and any Billo’s warranties and obligations in respect of the expired Content will become void.

LICENSE RESTRICTIONS

8.1.  You agree that you may not and shall not permit any other party to, directly or indirectly to (a) distribute, publish, resell, transfer, broadcast, retransmit, share, or communicate to the public the Content without material alteration or integration with other works not acquired from us, (b) display the Content as an online “gallery” where third parties can search and select from such Content, (c) use the Content to develop a product directly or indirectly competing with the Platform; (d) use the Content (in whole or in part) as a trademark, logo, or as part thereof. Each Item Page may impose additional restrictions and limitations.[4] [5]

8.2.  You acknowledge and agree that deepfaking, altering, modifying, or manipulating the Content in any way that replaces or superimposes the likeness, appearance, or actions of individuals depicted in the Content (“the Deepfake”) is strictly forbidden. You shall not engage in, authorize, or otherwise facilitate any third party to engage in Deepfake activities on the Content.

8.3.  Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license, or title to you other than those explicitly granted under this Agreement. Unauthorized use of the Content or failure to comply with the restrictions herein will result in automatic termination of this Agreement and will constitute immediate, irreparable harm to Billo for which monetary damages would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach.

FEES

9.1.  The rights granted by this Agreement only arise when you have paid the full price for the Content. The price for a particular Content is made available on the Item Page.

9.2.  All sales are final. No Content may be returned without prior written authorization from Billo. If you an individual who enters into this Agreement for purpose which is outside your trade, business, or profession (i.e. a consumer), YOU EXPRESSLY AGREE TO THE IMMEDIATE EXECUTION OF THE AGREEMENT BY BILLO AND WAIVE YOUR WITHDRAWAL RIGHT. [6] [7] [8]

9.3. In addition to the above, no refund for the Content purchased is possible.

PRIVACY

10.1.  You shall agree and comply with the procedures and conditions set in the Privacy Policy (link).

10.2.  You shall not to use any information about other Platform users which may become known to you from the Platform, or which may be disclosed to you by Billo, except to enter and complete transactions, and not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other conduct Billo deems unacceptable or objectionable.

TERM AND TERMINATION

11.1.  This Agreement shall start on the Effective Date and continue until terminated. However, the rights to use the specific Content may terminate earlier as set out in Section 7.3.

11.2.  Either party may terminate this Agreement by giving 30 days’ prior written notice.

11.3.  Either party may terminate this Agreement if another party materially breaches its obligations under this Agreement, and such breach is not cured within fourteen (14) days after delivery of the non-breaching party’s notice or such longer time as the non-breaching party may specify in the notice.

11.4.  Upon termination of this Agreement for any reason (contractual or otherwise), (a) all effects as per Section 7.4 shall apply; (b) Billo’s acquire the right to delete your Account.

INDEMNITY

12.1.  If any use of the Content or any part thereof is enjoined, threatened to be enjoined or otherwise the subject of a claim, Billo shall, at its option and sole cost and expense: either (i) procure for you the right to continue to use the Content, (ii) modify or replace such Content in a manner that retains its functionality and quality so that it is no longer infringing, misappropriating or violating such right or (iii) require you to terminate the use of and return the Content and compensate your direct damages not exceeding the amount set forth in Section 13.2.

12.2.  This Section 12 states the Billo’s sole liability to and your exclusive remedy against Billo for any type of claim related to the Agreement.

12.3.  You agree to indemnify and hold Billo, its parents, sister companies, subsidiaries, affiliates, service providers, sellers, distributors, licensors, officers, directors and its employees harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Billo arising out of any breach by you of these Terms of Use or other liabilities arising out of your use of this Platform.

DISCLAIMER OF WARRANTIES

13.1.  YOU SHALL ACCEPT THE PLATFORM AND THE CONTENT “AS IS” WITH ANY FAULTS OR FAILINGS AND WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF ACCURACY, COMPLETENESS, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

13.2.  Billo takes no responsibility for the completeness, truthfulness, accuracy, or reliability of any of the Content, and / or information provided in the Content and / or in any part of it. In connection to this limitation Billo does not guarantee that information contained in and provided with the Content meets the requirements of legal acts of any jurisdiction, including but not limited to trade, pharmacy, marketing, competition laws. You expressly acknowledge and agree that it is Your sole responsibility to make sure that information contained in the Content meets the requirements of legal acts applicable to Your activity irrespective of jurisdiction and You ensure that Content will be used only and if these legal requirements are met.

13.3.  Notwithstanding any damages that you might incur, the entire liability of Billo and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Content or USD100. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BILLO OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS LICENSE), EVEN IF BILLO OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

MISCELLANEOUS PROVISIONS

14.1.  If any section or portion(s) of this Agreement is declared invalid by any court of competent jurisdiction or a government agency having jurisdiction, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those to which it is held invalid by such court, shall not be affected thereby, and this Agreement shall remain in full force and effect. To the extent possible, the parties shall reform such invalidated section or portion(s) thereof in a manner that will render such provision valid without impairing the parties’ original intent.

14.2.  This Agreement is personal to you and may not be transferred, assigned, or delegated to anyone. Any attempt by you to assign, transfer, or delegate this Agreement shall be null and void. Billo may freely assign this Agreement without your consent.

14.3.  This Agreement shall be interpreted and governed in general by the laws of the Republic of Lithuania, without respect to the conflict of laws provisions.

14.4.  Any dispute or claim with respect to the validity, construction, or enforceability of this Agreement or arising out of or in relation to this Agreement, or for the breach hereof shall be initially resolved by the parties in good faith within thirty (30) days from the day of notice by any of the parties to the other party as to the existence of a dispute or claim. If the parties are unable to settle the dispute within the period of time indicated before, the dispute shall be finally settled by the competent court in Lithuania.