Legal Notices - Last updated 15/08/2025

COPYRIGHT LICENCE AGREEMENT FOR THE PURCHASE OF ASSETS
IMPORTANT AND/OR ONEROUS TERMS ARE IN RED



 
1. Parties
 
1.1 JM DEVELOPMENT SERVICES LTD (the “SELLER”), whose registered office is JM Development Services, 124 City Road, London, England, EC1V 2NX, Company number 16632434.
 
1.2 You, your, yours (the “CUSTOMER”) or similar words to that effect, who contracts with the SELLER to purchase access to assets.
 
2. Recitals
 
2.1 WHEREAS,
 

• The SELLER is a marketplace that sells licences to “ASSETS”, which are various 2d or 3d artistic or other creations created by the SELLER or by third parties who have authorised the SELLER to enter into such transactions on their behalf.

• The CUSTOMER is an interested buyer in licences to ASSETS, which the CUSTOMER will use on their own creative and business endeavours.

• The nature of this agreement is such that the CUSTOMER will buy a licence to use the ASSET which is strictly controlled and enforced by the SELLER, who attaches the licence terms and conditions herein to the sale of any ASSET licence

 
2.2 NOW THEREFORE, 
the parties enter into this Agreement with the intention of giving full legal and commercial effect to the arrangements described above and in accordance with the terms herein.
 
3. Definitions and Interpretation
 
3.1 In this agreement, except where a different interpretation is clear from or necessary in the context, the following terms shall have the following meanings:
 
“Fee” 
means the amount expressed on the relevant invoice in Great British Pounds (£) which will typically but not always reflect the price of ASSETS listed in the SELLER’s store. 
 
“ASSET” 
means any work of art or other creative expression, subsequent to this agreement, originally created by the SELLER or by a third party who has granted the SELLER authority to make such transactions. Assets may take the form of (but are not limited to):
 
3D Models;
Architectural designs;
2D images including logos and typographical arrangements;
Works of literature;
Texture images and model texture data including unwrapping and mapping data;
Renders of 3D Models in image form; and
3D generated artwork.
 
“Rights” 
means any vested, contingent and future rights of copyright and any rights in the nature of copyright and any accrued rights of action and all other rights of whatever nature in and to the ASSETS, whether now known or in the future created, to which the SELLER is now or may at any time after the date of this Agreement be entitled by virtue of or pursuant to any of the laws in force in each and every part of the Territory;
 
“Term” 
means the full period of copyright in the ASSETS and all renewals, reversions, extensions and revivals of such period subsisting or arising under the laws in each and every part of the Territory;
 
“Territory” 
means the world.
 
“Permitted Purpose” 
means the qualified use, modification, and/or incorporation of the ASSETS by the CUSTOMER within the CUSTOMER’s own original projects including, but not limited to, digital games, multimedia presentations, animations, and other creative expressions.
 
“Commercial Use” 
means the use of a concerned work to generate revenue, profit or other commercial advantage howsoever.
 
3.2 In this Agreement, unless the context requires otherwise:
 
words and expressions that are defined in the Copyright, Designs and Patents Act 1988 shall bear the same meanings in this Agreement;
 
words importing the singular number shall include the plural and vice versa;
 
words importing any particular gender shall include all other genders;
 
references to persons shall include bodies of persons, whether corporate or incorporate;
 
words importing the whole shall be treated as including a reference to any part of the whole.
 
3.3 Any reference in this Agreement to any statute or statutory provision shall be construed as referring to that statute or statutory provision as it may from time to time be amended, modified, extended, re-enacted or replaced (whether before or after the date of this Agreement) and as including all subordinate legislation from time to time made under it.
 
3.4 The expression copyright shall include the entire copyright subsisting now or created at any time during the Term under the laws of the United Kingdom and all analogous rights subsisting now or created at any time during the Term under the laws of each and every other jurisdiction throughout the Territory.
 
3.5 References in this Agreement to clauses, schedules and exhibits are to clauses of and schedules and exhibits to this Agreement, except where otherwise expressly stated.
 
3.6 Headings are used in this Agreement for the convenience of the parties only and shall not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses, schedules or exhibits to which they relate.
 
3.7 All agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several.
 
3.8 If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable law, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect. The parties agree that the invalid, illegal, or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties’ original intent as set out in the Recitals to this agreement.
 
4. Licence
 
4.1 In consideration of the Fee, the SELLER hereby grants to the CUSTOMER a non-exclusive licence to:
 
Use;
Copy;
Reproduce;
Communicate to the public; and
Otherwise commercially exploit in any manner necessary
 
the Assets and the Rights, subject to the terms in this agreement, BUT

In circumstances where no fee is paid through promotional or other discounts or non-paying items, the CUSTOMER hereby undertakes and agrees to receive occasional promotional communications from the SELLER regarding new products, services, offers, or updates howsoever. This undertaking shall constitute valid consideration for the licence granted herein and the CUSTOMER may at any time withdraw consent to such communications by giving written notice to the SELLER but such notice shall simultaneously operate as immediate termination of this Licence and the Customer must immediately cease all use of the ASSETS thereupon in accordance with the terms in this agreement.
 
4.2 The licence is non-exclusive and other customers are able to purchase co-existent licences to identical or similar ASSETS which may be directly competitive to a CUSTOMER’s intended use.
 
4.3 The CUSTOMER must not assign, transfer, mortgage, charge, sublicense, subcontract, declare a trust over or discharge or modify in any way shape or form its obligations to any other Person or entity without explicit written consent of the SELLER.
 
4.4 The licence is non-transferrable, non-delegable, non-distributable and binding on the Customer for the Term throughout the Territory.
 
4.5 The CUSTOMER may grant a sub-license, limited to rights granted within this agreement, to an identifiable third party only if given written and signed permission by the SELLER at the sole option and discretion of the SELLER.
 
4.6 The CUSTOMER must immediately inform the SELLER in writing if it becomes aware of any infringement, either potential or real, of any Rights herein.
 
4.7 The CUSTOMER must immediately inform the SELLER in writing if it becomes aware of any unauthorised access, either potential or real, of the ASSETS herein.
 
4.8 The CUSTOMER must not transfer, sell, give away, allow to fall into the hands of another or distribute the ASSETS in any way whatsoever unless given written permission by the SELLER.
 
5. ADAPTATIONS AND DERIVATIVES
 
5.1 Any Copyrights subsisting in derivatives, modifications, adaptations or changes to the ASSETS created by the CUSTOMER, its agents, employees, contractors or otherwise any other associates or Persons shall be understood and defined as “Secondary Works” and the CUSTOMER hereby assigns to the SELLER, by way of present assignment of future rights, all copyright and all other Rights of whatever nature (including all rights to issue proceedings in respect of past, present or future infringements) in and to any derivative, modification, adaptation, or other Secondary Works based on the Assets, immediately upon their creation, for the full Term of such rights, throughout the Territory, even where substantial intellectual creation, skill or labour is involved in creating any secondary works.
 
5.2 No works of improvement, change, alteration or modification whatsoever and regardless of skill, labour and intellectual creation shall be understood to form a work of joint-ownership or original work and any such endeavours shall remain the sole intellectual property of the SELLER pursuant to this agreement.
 
5.3 The SELLER hereby grants to the CUSTOMER, for the duration, a non-exclusive, non-transferrable, non-sublicensable, royalty free licence to use any Secondary Works pursuant to the Permitted Purpose and which shall adopt the same terms of this licence agreement.
 
5.4 The CUSTOMER warrants that they shall notify any party who may lawfully come by the ASSETS that such terms exist and that copyright will vest with the SELLER upon any creation including but not limited to any marketing materials created by third parties at the instruction of the CUSTOMER and with the SELLER’s permission. 
 
6. Moral Rights
 
6.1 The SELLER asserts to the CUSTOMER, its assigns, its licensees and its successors in title the SELLER’s moral right to be identified as the author of the Assets (including, without limitation, the SELLER’s right to be identified in the event of any public exhibition, showcase or communication of any copies of the Assets or any of them made in pursuance of this Agreement) in accordance with Section 78 of the Copyright, Designs and Patents Act 1988.
 
6.2 No acquiescence on behalf of the SELLER in pursuing their moral rights shall be recognised or enforceable by the parties.
 
6.3 The CUSTOMER must acknowledge the SELLER’s moral rights with an appropriate reference to the effect of “[Asset type] Supplied by JM Development Services” wherever possible.
 
7. Warranties and Indemnity
 
7.1 The SELLER makes absolutely no warranties, covenants or promises whatsoever, whether express or implied.
 
7.2 The SELLER expressly excludes any and all liability in relation to this agreement (including for negligence) insofar as is permitted under the law.
 
7.3 The CUSTOMER agrees to indemnify the SELLER for any and all losses whether direct, indirect or otherwise for any damage arising in tort, contract or otherwise due to acts and/or omissions relating to a sub-license granted by the CUSTOMER to any other party.
 
7.4 The CUSTOMER agrees to indemnify the SELLER for any and all losses whether direct, indirect or otherwise for any damage arising in tort, contract or otherwise due to acts and/or omissions relating to notices that the CUSTOMER agrees to give pursuant to this agreement.
 
7.5 The CUSTOMER agrees to be held vicariously liable for any partner, employee, contractor or person reasonably proximate to the exploitation of the licence for any losses pursuant to this agreement and pursuant to clause 5.4 above.
 
7.6 The SELLER hereby offers the purchase of negotiable insurance policies indemnifying the CUSTOMER of liabilities within this agreement whether created by the SELLER or otherwise and by accepting this agreement the CUSTOMER expressly rejects that offer.
 
7.7 The CUSTOMER hereby warrants to the SELLER that they are entering into this contract in the course of a business arrangement.
 
8. Binding Effect
 
8.1 This Agreement shall bind and enure to the benefit of the parties and their respective permitted assigns, personal representatives and successors in title.
 
9. Termination
 
9.1 This Agreement shall terminate automatically and immediately:
 
upon the death or legal incapacity of the CUSTOMER unless his personal representatives or successors in title elect to continue it with sufficient proof to that effect or by order of a court;
 
upon the SELLER entering liquidation, administration, or any formal insolvency process;
 
upon material breach by the CUSTOMER not remedied within 14 days of written notice or otherwise waived at the sole discretion and option of the SELLER;
 
upon default of the CUSTOMER on any sums due to the SELLER or any other event rendering the consideration of the CUSTOMER invalid, lapsed or insufficient including by reneging upon an undertaking set out in clause 4;
 
upon written and signed agreement by the parties.
 
9.2 On termination, the licence granted to the CUSTOMER shall cease to exist and shall be void in effect.
 
9.3 On termination, the CUSTOMER must expeditiously destroy any copies of the ASSETS they hold and provide to the SELLER in writing an assurance that they and/or any Person in connection to their licence no longer have access to any concerned work within 5 working days else be liable for specific performance.
 
9.4 The SELLER holds sole discretion and option whether to terminate this agreement or continue it in the event of a breach by the CUSTOMER without prejudice to any of the SELLER’s other rights under statute or common law.
 
10. Third Parties
 
10.1 Nothing contained in this Agreement is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any third party save for persons later elected at the sole option and discretion of the SELLER.
 
11. Entire Agreement
 
11.1 This Agreement contains the entire agreement between the parties and supersedes and extinguishes any prior written or oral agreements, promises, assurances, warranties, representations and understandings between them in relation to its subject matter.
 
11.2 The CUSTOMER acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
 
11.3 The CUSTOMER shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
 
11.4 No oral explanation or oral information given by either party shall alter or affect the interpretation of this Agreement.
 
11.5 The terms of this Agreement may not be varied, edited or otherwise changed whatsoever without clear, formal and unequivocal assent by both parties in a subsequent written and signed document.
 
12. Notices and Other
 
12.1 All notices pursuant to this agreement shall be in writing and directed to a method of contact specified by either party in the past, present or future.
 
12.2 The CUSTOMER agrees to be contacted by email address for any reason whatsoever and agrees that any and all email addresses provided to The SELLER are valid and accepted methods of service pursuant to Practice Direction 6A of the Civil Procedure Rules and that no limits are placed on receipt.
 
12.3 Any notice from the SELLER to the CUSTOMER will be deemed served 2 working days after delivery and any notice from The CUSTOMER to the SELLER will be deemed served 2 working days after delivery to the SELLER’s registered office.
 
12.4 In any proceedings arising pursuant to this agreement the SELLER may by virtue of this contract recover costs exceeding normal track sums including but not limited to recovery of any professional legal costs or any other incurred costs in the Small Claims Track of the County Court, Intellectual Property Enterprise Court or High Court.
 
13. Governing Law and Jurisdiction
 
13.1 This Agreement shall be governed by English law in every particular, including formation and interpretation, and shall be deemed to have been made in England.
 
13.2 The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.