License Agreement

This is a non-exclusive, non-transferable license agreement (the “Agreement”) between you and Triple Muse Media PTY LTD, ABN 21 615 341 038 (“Triple Muse Media”). The agreement explains how you can use and purchase photos, pictures, illustrations, and images (the “Content”) which is available on the Marinewise.com.au website (“Website”). By downloading content from the website, you accept the terms of this agreement.

1. Types of licenses

   The Website provides different license models which are detailed below.

   • Royalty-free (RF) Please note that a royalty-free license does not imply that there is no fee for the license. Instead, it means that the license fee is paid once, and no additional royalties need to be paid for subsequent use of the content. Royalty-free content is licensed for unlimited worldwide use, without any time limitations, and the pricing is determined based on the file size.
   • Rights-managed (RM) Rights-managed content are licensed for specific types of usage, and the pricing depends on various factors, including size, placement, duration of use, and geographic distribution.
   • Complimentary license Marinewise.com.au may provide certain content on a complimentary or no fee basis. The complimentary license may include a time restriction on the use of the content.

2. Grant of license

   Subject to the terms and conditions of this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, non-assignable license to use and purchase the Content available either from Triple Muse Media directly or through the Website solely for your personal and/or non-commercial use.

   The license granted will depend on the type of license opted for and will be limited to the specific Content identified on the Website alternatively provided by electronic means directly from Triple Muse Media. It does not grant any rights to you for any other Content or intellectual property owned by the Licensor.

3. Permitted use

   The Content may only be used in its original version. Any kind of adaptation, rearrangement, variation (e.g., redrawing, copying, taking photos, publishing in cut-outs, photocomposing etc.), reproduction and/or public rendering etc. requires Triple Muse Media’s prior written approval, unless it is covered by the granted license.

   You may alter the electronic file format of the Content for printing purposes only. Altering the electronic format may assist in optimising the clarity or performance of the Content.

4. Restriction of use

   As the licensee, you shall not:

   1. transfer, assign, sublicense, or distribute the Content to any third party.
   2. use the Content in a manner that infringes upon the intellectual property rights or violates the rights of privacy or publicity of any third party.
   3. use the Content in any pornographic, defamatory, obscene, or other unlawful manner, to promote violence or hatred, or in violation of any applicable laws or regulations.
   4. use the Content in a way that competes with the Triple Muse Media or undermines the value of the Content.
   5. alter or edit the Content to compromise the integrity of the Content.
   6. falsely represent that you are the original creator of a work made up primarily of licensed content.
   7. make use for any commercial, promotional, advertorial, endorsement, advertising, gambling/betting/gaming uses, or merchandising purpose.
   8. make any adaptions or derivatives of the Content without prior written consent.
   9. use the content, in its entirety or partially, as the primary or distinguishing element of a trademark, design mark, business name, service mark, or logo. Furthermore, you are not allowed to register such content wholly or partially as a trademark in any jurisdiction. You cannot rely on any existing trademark registrations, prior usage, or accumulated goodwill to prevent third-party use of the content or similar content.
   10. use Content (including any caption information, keywords or other metadata associated with Content) for any machine learning and/or artificial intelligence purposes.
   11. you may not use the caption information, keywords, accompanying text, or other metadata associated with content separate and apart from the content, or allow any third parties to access or use any such information associated with content.
   12. make use of the Content in or as part of a NFT or immutable digital asset.
   13. make use of the Content after the expiry of the relevant time period or term. After expiration of the license, the Content as well as all reproductions must be deleted.

5. User Accounts

   You are responsible for monitoring and tracking all activities related to your account. You agree to the following:

   1. ensure the security of all passwords and usernames;
   2. promptly notify Marinewise.com.au if you become aware of any unauthorised use or security breach, and
   3. accept full responsibility for all activities carried out under each user account. Marinewise.com.au reserves the right to monitor downloads and user activities to ensure compliance with the terms of this agreement. If Marinewise.com.au determines you have breached any provision of this agreement or any other term, it may suspend your account access and pursue additional legal remedies.

6. Intellectual Property rights

   Triple Muse Media owns all Content provided under this license. Triple Muse Media reserve all rights not explicitly granted in this Agreement. You are prohibited from claiming any revenue rights from collecting societies, social media platforms, content-sharing platforms, or any other third party in relation to photocopying, digital copying, sharing, distribution, or other secondary uses of the licensed Content. Triple Muse Media maintains full ownership rights, including copyrights, trademarks, and other intellectual property rights associated with the Content. This Agreement does not grant you ownership or intellectual property rights over the Content.

   Any use of the content must include the following copyright ownership statement:

   “Image by Marinewise.com.au”, or “© Marinewise.com.au”. Digital use of Image requires a URL hyperlink to the Owner’s URL Website URL in the usage credits.

7. License fees

   1. Our offers are subject to confirmation. Visit our contact us section to request quotes.
   2. All prices are quoted in AUD excluding GST.
   3. Invoices are to be paid net cash within 14 days from date of invoice, if not otherwise agreed upon. Content is delivered once payment has cleared in less otherwise agreed upon.
   4. Refunds will only be offered prior to Content being delivered.

   For subscriptions: Suppose your subscription on the Website is set to renew automatically, and it expires. In that case, you hereby authorise Triple Muse Media to charge the relevant subscription fees at the prevailing rate, including applicable taxes, using the payment information on file. Alternatively, you agree to make the payment as required. You have the option to modify your auto-renewal settings within your Marinewise.com.au account. Please note that your subscription can only be cancelled as the Agreement outlines. If Marinewise.com.au is unable to process a transaction using the provided payment information, your subscription may be deactivated without prior notice.

8. Representations and Warranties

   1. Triple Muse Media warrants that it is entitled to grant the use of the Content described in this Agreement, and that this Agreement does not infringe the rights of 3rd parties.
   2. The Content is provided ‘as is’ and Triple Muse Media, and its officers, employees, agents and suppliers, do not provide any warranty, whether expressed or implied, as to the Content.
   3. Triple Muse Media requests that you examine the Content immediately upon receipt for any possible defects and in this case inform us without delay in writing. Triple Muse Media will not be liable for any incorrect use of Content.
   4. All warranties expire when the Content is used or modified in a manner contrary to the contract.
   5. All warranties expire at the date when the assigned licenses expire or one year after delivery, depending on which occurs earlier.
   6. Notwithstanding the foregoing provisions, as to the nature of the purchased license a right of rescission of the Agreement does only apply if the data of the Content has defects and the Content cannot be delivered by us subsequently. No further right of revocation or redemption exists, whatsoever.
   7. Triple Muse Media does not represent or warrant that the Content or its websites will meet your requirements or that the use of the Content or websites will be uninterrupted or error-free.

9. Limitation of liability

   1. You agree to defend, indemnify, and hold harmless Triple Muse Media and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors, and employees from all damages, liabilities, and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with:
      1. your use of any Content outside the scope of this Agreement;
      2. any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with Triple Muse Media; and
      3. your failure to obtain any required release for your use of Content.
   2. Triple Muse Media and its licensors will not be liable to you or any other person or entity for any lost profits, punitive, special, indirect, consequential, incidental or other similar damages, costs or losses arising out of this Agreement, even if Triple Muse Media or its licensors have been advised of the possibility of such damages, costs or losses. some jurisdictions do not permit the exclusion or limitation of implied warranties or liability.
   3. Should Triple Muse Media be found liable for damages of any kind, the amount of our liability is limited to the sum of the license fee paid for the Content in terms of the Agreement.
   4. Any possible liability concerning culpable harm to life, body or health remains unaffected of the foregoing.
   5. If a 3rd party asserts a claim against us in connection with this contract and/or the use of the Content, you agree to indemnify us from such claims, unless we ourselves are liable according to these terms.
   6. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement, or defence of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnified party. The indemnifying party will not be liable for legal costs, including attorney fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
   7. Any use of the Content in a manner contrary to the Agreement, the Website Terms and Conditions or the laws, constitute an infringement of copyright. In this case, you are obliged to indemnify Triple Muse Media from all possible claims of 3rd parties and to pay Triple Muse Media a contractual penalty in the amount of the fivefold of the original license fee stipulated in the Agreement.
   8. The contractual penalty according does not affect the assertion of any other claim by us and/or by a 3rd party against you in case of unauthorised use.
   9. Unauthorised use of the content of the website or unauthorised use of our copyrighted Content from any sources constitutes infringement of copyright and other applicable rights and shall entitle Triple Muse Media to exercise all rights and remedies under applicable copyright and other laws, including monetary damages against all users and beneficiaries of the use of such Content. Triple Muse Media in its sole discretion reserves the right to bill you (and you hereby agree to pay) three (3) times the license fee for any unauthorised use, in addition to any other fees, damages and penalties Triple Muse Media may be entitled to under this Terms and Conditions, any applicable Triple Muse Media content license agreement and applicable law. The foregoing is not a limiting statement of Triple Muse Media’s or its content sources’ rights or remedies in connection with any unauthorised use of the content, breach of the agreement or Triple Muse Media Terms and Conditions. Triple Muse Media ‘s Terms and Conditions shall be governed by the laws in force in Sydney New South Wales, and the parties submit to the non-exclusive jurisdiction of the courts of that State.

10. Termination

    Triple Muse Media reserves the right to terminate this Agreement at any time if you violate any of its terms or any other agreements with Triple Muse Media. In such a case, you are required to take immediate action:

    1. Discontinue the use of the Content.
    2. Delete or destroy any copies of the Content.
    3. Upon request, provide written confirmation to Triple Muse Media stating that you have fulfilled these obligations.

    Triple Muse Media may discontinue licensing any Content item at any time at its sole discretion. Upon notice from Triple Muse Media, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which Triple Muse Media may be liable, Triple Muse Media may require you to immediately and at your own expense: cease using the content, delete or destroy any copies

11. General provisions

    Assignment: This agreement is personal to you and cannot be assigned by you without prior written consent from Triple Muse Media. Triple Muse Media reserves the right to assign this agreement to any corporate affiliate or successor in interest, without notice or consent, provided that the entity agrees to be bound by the terms stated herein.

    Audit: Upon reasonable notice, you agree to provide Triple Muse Media with sample copies of projects, or end uses that include licensed content. This includes granting Triple Muse Media free-of-charge access to pay-walled or restricted access websites or platforms where the content is reproduced. Additionally, Triple Muse Media may, at its discretion, conduct an audit of your records directly related to this agreement and your use of licensed content to ensure compliance. If the audit reveals an underpayment, you agree to reimburse Triple Muse Media for the costs of the audit, in addition to any other remedies available to Triple Muse Media.

    Electronic storage: You agree to retain the copyright symbol, Triple Muse Media’ name, and any embedded information or metadata in the original electronic file containing the content. You are responsible for maintaining appropriate security measures to prevent unauthorised use of the content by third parties. You may create one (1) backup copy of the content for archival purposes.

    Governing Law: This agreement will be governed by the laws of New South Wales, Australia, without reference to its conflict of law principles.

    Severability: If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain valid, legal, and enforceable. The invalid provision(s) shall be revised only to the extent necessary to make them enforceable.

    Waiver: No action or inaction by either party, other than express written waiver, shall be construed as a waiver of any provision of this agreement.

    Entire Agreement: No terms or conditions of this agreement may be added or deleted unless made in writing and accepted by both parties or issued electronically by Triple Muse Media and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained in any purchase order sent by you, the terms of this agreement shall prevail.

    Notice: All notices to Triple Muse Media under this agreement should be sent via email to info@marinewise.com.au. All notices to you will be sent via email to the email address provided in your account.

    Taxes: You are responsible for paying any sales taxes, GST, use taxes, value-added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted or your use of the licensed content.

    Interest on Overdue Invoices: In the event of failure to pay an invoice in full within the specified time, Triple Muse Media may add the maximum allowed service charge by law on any unpaid balance until payment is received.

    Mailing address: We are registered in Australia under registration number (ABN) 21 615 341 038. Our registered mailing address is L 1, 9-11 Grosvenor St. Neutral Bay, NSW 2089

    Please be aware that the terms and conditions of this license agreement are subject to change periodically, and it is recommended to refer to the website for the most up-to-date version. For image licensing pricing, please visit our contact us section to request a quote.