License Builder Terms (For Open Beta Testing)

General

1.1

Section 1 of these License Builder Terms supplements the terms and conditions of the Yuify Platform Terms; In case of any conflict or inconsistency between these License Builder Terms and the Yuify Platform Terms, these License Builder Terms will govern and control with respect to the License Builder. By using the License Builder or by clicking to accept or agree to these License Builder Terms when this option is made available to you, you accept and agree to be bound by these License Builder Terms, and you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If you do not agree to these License Builder Terms, do not use the License Builder. You acknowledge and agree that in using the License Builder functionality, you remain subject to and bound by the Yuify Platform Terms. All capitalized terms used in these License Builder Terms shall have the same meaning as given to them under the Yuify Platform Terms.

1.2

Users may present license conditions (which shall be finalized between the Licensor and the Licensee) regarding a registered Resource via the License Builder provided on the Yuify Platform (the "License Conditions").

Each registered user of the Yuify Platform may make the License Conditions as a Licensor or accept the License Conditions as the Licensee. The Licensor and the Licensee may, however, agree to license a Resource pursuant to separate terms and conditions without using the Licensor Functions. You acknowledge and agree that the License Conditions are made by the Licensor and not by Wacom.

Any license terms or conditions proposed or included in any License Conditions (or in any resulting License) are standardized or sample terms intended for general use; they are not intended to, and will not fit, every user's needs, interests or situation. You acknowledge and agree that the assistance of the License Builder and the use of the License Builder either as a licensor or a licensee are informational in nature and the License Builder is not intended to and shall not be used as legal advice. No attorney-client relationship is formed between you and Wacom as a result of Wacom’s provision of, or your use of, the License Builder. Wacom expressly disclaims responsibility for any consequence of the use or misuse of the License Builder. Your use of the License Builder is at your own risk, and you further acknowledge and agree that you should not and will not act on the basis of any information included in the License Builder without first seeking legal advice from counsel in your jurisdiction of residence. Wacom does not become a party to the License nor does Wacom act as an agent for any of the parties to the License. Furthermore, Wacom does not verify (and shall have no obligation to verify) – and to the maximum extent permitted by the applicable laws does not accept any liability for: (i) the actions, conduct or behaviour of either the Licensee or the Licensor, including without limitation, whether or not the Licensee or the Licensor acts in good faith; or (ii) any information provided by a Licensee or a Licensor in connection with the use of the License Builder, including without limitation, whether or not such information is accurate, complete or up to date.

Any dispute between the Licensor and the Licensee in connection with the License is solely between the Licensor and the Licensee and does not involve or implicate Wacom. In providing the License Builder, Wacom will have no obligations to enforce any License or to otherwise take any action whatsoever to ensure the Licensor’s or the Licensee’s compliance with the terms and conditions of the License.

1.3

The below are brief summary explanations of the license models which users may choose. Again, you acknowledge and agree that these summaries are informational in nature and are not intended to and shall not be used as legal advice. You further acknowledge and agree that these summaries are general information, and that Wacom expressly does not warrant the accuracy of any such summaries. Wacom recommends you not act, and you hereby agree to refrain from acting, in reliance on any information included in the License Builder without first seeking legal advice from counsel in your jurisdiction of residence.

License Models

The Licensor Functions allows users to choose from the following options:

2.1	Transaction Type The License Conditions can be non-exclusive or exclusive: A non-exclusive license grants the Licensee the right to use the Resource in accordance with the terms of the License Conditions on a non-exclusive basis, meaning that the Licensor can use the Resource itself or can grant to third parties the right to use the Resource. An exclusive license grants the Licensee the exclusive right to use the Resource in accordance with the terms of the License Conditions. Where the Licensor grants an exclusive license, that means that the Licensor cannot grant to third parties the right to use the Resource. The Licensor shall remain entitled to use the Resource for self-promotional purposes in the ordinary course of the Licensor’s business activities only.
2.2	License Type The License Conditions can be for a non-commercial license or a commercial license: Non-commercial licenses are limited to private, educational, research, or other non-commercial use of the Resource in accordance with the terms of the License Conditions. Commercial licenses include the right to use the Resource for the Licensee’s commercial purposes in accordance with the terms of the License Conditions.
2.3	Sub Type The License Conditions can be a usage license or a development license: Usage licenses include the Rights to Use (as defined in below) the Resource in accordance with the terms of the License Conditions, but exclude Adaption Rights (as defined in below). Development licenses include the Rights to Use the Resource in accordance with the terms of the License Conditions, and include Adaption Rights. Under these License Builder Terms, the “Rights to Use” the Resource means the rights to make copies of the Resource and to communicate, commercialize or exploit the Resource to the public in any known form, in accordance with the terms of the License Conditions, but does not include the right to transfer or sublicense the rights granted pursuant to the License to third parties. Under these License Builder Terms, the “Adaption Rights” means the right to make adaptions or transformations of the Resource ("Adaptions"), and where stated, includes the Rights to Use the Adaptions made, but does not include the right to transfer or sublicense the rights granted pursuant to the License to third parties.
2.4	Attribution The License Conditions can require that the Licensor be named as the author or creator of the Resource. Where such attribution is required, such attribution must be made in accordance with applicable industry standards using the attribution name, chosen by the Licensor. The Licensor Conditions can also allow the Licensee to use the Resource without having to name the Licensor as the author or creator. Note that some jurisdictions recognize certain rights of paternity, integrity, attribution, disclosure, withdrawal, and any other rights that may be known as “moral rights.” In certain jurisdictions, these “moral rights” cannot be waived. It is your responsibility to check whether such rights can or cannot be waived in the applicable jurisdiction. Notwithstanding anything to the contrary herein, in the event that a Resource, at the time it is delivered to the Licensee, displays any copyright notice or other proprietary rights notification, the Licensee shall not alter or conceal such copyright notice or proprietary rights notification without the Licensor’s prior written consent.
2.5	Usage Restrictions The Licensor Functions can be used to specify the following usage restrictions in the License Conditions:
2.5.1	Territory The territory of the License is stipulated in the License Conditions and can be Worldwide or limited to Japan, Europe, North America and/or Asia Pacific. “Worldwide” means the following territories: Europe, North America and Asia Pacific as defined below. “Asia Pacific” means the following countries or territories: American Samoa, Australia, Brunei, Cambodia, China (including special administrative regions of Hong Kong and Macau), Cook Islands, Federated States of Micronesia, Fiji, French Polynesia, Indonesia, Japan, Kiribati, Laos, Malaysia, Marshall Islands, Myanmar, Nauru, New Caledonia, New Zealand, Niue, Northern Mariana Islands, Palau, Papua New Guinea, Philippines, Samoa, Singapore, Solomon Islands, South Korea, Taiwan, Thailand, Timor-Leste, Tokelau, Tonga, Tuvalu, Vanuatu, Vietnam, Wallis and Futuna. “Europe” means the following countries or territories: Albania, Andorra, Austria, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Kazakhstan, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova, Monaco, Montenegro, Netherlands, North Macedonia, Norway, Poland, Portugal, Romania, San Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine, United Kingdom, Vatican City. “North America” means the following countries or jurisdictions: Antigua and Barbuda, Bahamas, Barbados, Belize, Canada, Costa Rica, Cuba, Dominica, Dominican Republic, El Salvador, Grenada, Guatemala, Haiti, Honduras, Jamaica, Mexico, Nicaragua, Panama, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Trinidad and Tobago, United States of America.
2.5.2	Media Format Media format restrictions can include the following: "Only Online Media" means all types of online media, including websites, banners, social media platforms, and email newsletters, in each case, without any restriction in terms of maximum traffic or visits. "Only Offline Media" means all types of offline media, including printed books, magazines, newspapers, posters and product packaging and associated materials and inserts. "Only Moving Images" means films, animated films, cinema films, documentaries, short movies, and the like. "Only Product Design" means logos and digital or physical goods and services. "All Media" means all media, including Online Media, Offline Media, Moving Images and Product Design.
2.5.3	Context Context related restriction can include the following: "No Politics" excludes any use by political parties or by other parties for the purpose of promoting political ideas, parties, politicians or officials. "No Religion" excludes any use for the purpose of promoting religious ideologies or religious organisations or religious products and services. "No Adult" excludes any use in relation to products or services not appropriate for minors, such as alcohol, tobacco, drugs, weapons, gambling or pornography.
2.5.4	Usage Time(s) Usage Time(s) restrictions can limit the number of Projects (as defined in Sec. 2.3.1 of the Yuify Platform Terms), media or products and services the Resource can be used for.
2.6	License Fee Terms
2.6.1	The License Conditions may specify that the License is being granted either free of charge ("Royalty Free”) or for financial remuneration. Such financial remuneration is a fixed sum ("Fixed License Fee”).
2.6.2	The License Conditions provides that payment for any Fixed License Fee shall be due within ten (10) business days of the execution of the resulting License, but not prior to the issuance of a correct invoice from the Licensor.
2.6.3	Any payment obligations and invoices shall be directly between the Licensee and the Licensor, and shall not involve or implicate Wacom. Any payments made to Wacom in connection with the License will be refused by Wacom.
2.7	License Term The term of any License can be perpetual (i.e., unlimited in time) or limited to a particular period of time (e.g., one (1) year or three (3) years starting from the effective date of the License Agreement) as set forth in the License Conditions. However, where a License term is perpetual, the Licensor’s grant of perpetual license rights in the Resource shall not be construed or interpreted as extending any copyright rights held by the Licensor beyond the duration of the applicable copyright in the Resource.
2.8	Conclusion of License Agreement
2.8.1	The procedure for conclusion of the License Agreement shall be as follows: (1)Upon the Licensee’s click on the “Request License” button, the Licensee is required to log-in with a Wacom ID to request a license. (2)By clicking on the “Send Request” button, the Licensee can express its interest in negotiating the License Conditions with the Licensor and/or entering into the License Agreement on the terms of the License Conditions; (3)Thereafter, the Licensor may make a license offer (such decision to be made in the Licensor's sole and absolute discretion) by clicking on the “Offer License” button accompanied by signature verification or email verification. (4)After that, for the Licensee’s confirmation, the Licensee may accept the offer by clicking on the “Buy now” button accompanied by signature verification or email verification. With the acceptance by the Licensee, the License Agreement becomes effective; and (5)If the Licensee clicks the “Reject agreement” button or has not clicked the “Accept agreement” button within ten (10) days from the day of the Licensor’s offer, the offer will be deemed to have expired and the Licensor will no longer be bound by the offer.
2.8.2	Where the Licensee resides in the European Union, you acknowledge and agree that the License Agreement, to the extent the Licensee is required to pay a license fee, includes a mandatory right to withdraw within fourteen (14) days of the effective date of the License Agreement, regardless of whether the Licensee acts as a trader or consumer.
2.9	Choice of Law and Jurisdiction The Licensor Functions allows users to choose a governing law for any resulting License and the venue for disputes. You acknowledge and agree that the laws of a particular jurisdiction may not honor your choice of governing law, so your choice of the governing law is not guaranteed.
2.10	Dispute Resolution The License Conditions provide that any disputes between the Licensor and the Licensee in relation to the License are solely between the Licensor and the Licensee and shall be resolved solely between the Licensor and the Licensee. Wacom shall neither be a party to any such disputes, nor shall Wacom be obligated to resolve or assist in resolving any such disputes.