Dear Escape Room Elements Customer:

The following is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you” or “Customer”) and Escape Room Elements (as such term is defined below). By entering into this agreement, you verify that your country of residence is the same as your billing address.

  • “Content” means all content available for license hereunder, including Images, Footage, and Music (as defined herein.)
  • “Escape Game” means any room designed by Customer, using materials or content purchased from Escape Room Elements.
  • “Original Room” means any original room script purchased by Customer, for the purposes of developing, constructing, and operating an Escape Game.
  • “Footage” means any moving images, animations, films, videos or other audio/visual representations, excluding still images, recorded in any format that are available for license from the Escape Room Elements website.

  • “Image(s)” means photographs, vectors, logos, drawings and the like available for license from the Escape Room Elements website.

  • “Audio” means any musical compositions, master recordings, vocal recordings, radio content, sound and ambient FX, and any other recordings containing sounds or a series of sounds, in all formats, now known and hereinafter developed, which is available for license from Escape Room Elements.

  • “Visual and Audio Content” shall refer collectively to Images, Footage, and Audio.

The following Terms of Service (“TOS”) constitutes an agreement between Customer and Escape Room Elements setting forth the rights and obligations with respect to any Content licensed by you. By agreeing to these TOS, you agree that these terms control your rights and obligations with respect to all Content licenses set forth herein, notwithstanding the subscription or license you may be purchasing today. Please revisit these TOS when you purchase any Content licenses. Escape Room Elements reserves the right to modify these terms at any time in its sole discretion. Escape Room Elements will notify you of any such change by an announcement on this page, your login page, and/or by other means to provide you the opportunity to review the modifications before they become effective. Modifications to these TOS will not apply retroactively. By continuing to download and/or use Content, you agree to be bound by all such changes. If you do not agree with any of the changes, do not download or use any Content.

WHEN YOU PURCHASE AN “ORIGINAL ROOM,” “VISUAL AND AUDIO CONTENT,” OR ANY COMBINATION THEREOF, THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON OR BUSINESS TO LICENSE, DOWNLOAD AND USE CONTENT.

PART I – VISUAL AND AUDIO CONTENT LICENSES
  1. Escape Room Elements hereby grants you a non-exclusive, non-transferable right to use, modify and reproduce Visual and Audio Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:

      1. AN ORIGINAL ROOM LICENSE AND A VISUAL AND AUDIO CONTENT LICENSE grants you the right to use Images and Footage:

        1. For one single Escape Game developed by Customer, to be actively operating at a single location only.

        2. As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile “apps”, software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc.
        3. Printed in physical form as part of product packaging and labeling, letterhead and business cards, posters, point of sale advertising, billboards, or in the advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 500,000 times in the aggregate;

        4. As part of an “Out-of-Home” advertising campaign.

        5. Incorporated into film, video, television series, advertisement, or other multimedia productions for distribution in any medium now known or hereafter devised (each a “Production”), without regard to audience size, provided the budget for any such Production does not exceed USD $10,000;

    If the Standard or Enhanced Image licenses do not grant the rights you require please contact Customer Service. (Phone: Inside US 401-400-1191, Outside US Email: Customer Support)

  2. RESTRICTIONS ON USE OF VISUAL AND AUDIO CONTENT

    YOU MAY NOT:

    1. Use Visual and Audio Content other than as expressly provided by the license you purchased with respect to such Visual and Audio Content.

    2. Portray any person depicted in Visual and Audio Content (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.

    3. Use any Visual and Audio Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.

    4. Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a “gallery” of content through which third parties may search and select from such content.

    5. Use Visual and Audio Content in a manner that infringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.

    6. Use any Visual and Audio Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.

    7. Use “stills” derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Footage.

    8. Falsely represent, expressly or by way of reasonable implication, that any Visual and Audio Content was created by you or a person other than Escape Room Elements, which is the copyright holder(s) of all Visual and Audio Content.

    9. Restrictions on the Use of Audio. Notwithstanding the foregoing (and without limitation), you may not:

      1. Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute to any third-party the Audio or the right to use the Audio separate and apart from the Escape Game or Production in which (pursuant to your license) it is embodied;

      2. Resell, redistribute, provide access to, share or transfer any Audio except as specifically provided herein;

      3. Manufacture, distribute, sell or otherwise exploit “records”, CDs, mp3s or any other audio product embodying sound alone which incorporates Audio, other than an audio-only Production expressly described in the definition of “Production” above. For the purpose of this subparagraph the term “records” means all forms of reproductions, whether now known or hereafter devised, manufacture or distributed primary for home use, school use, or juke box use, embodying sound alone (excluding synchronized material);

      4. Use the Audio in connection with other material that is pornographic, defamatory, libelous, obscene, immoral, illegal or that otherwise violates any right(s) of any third party(ies);

      5. Violate export laws, restrictions or regulations, by shipping, transferring or exporting Audio into any country in violation of any export laws, restrictions or regulation;

      6. Use, sell, sublicense, reproduce, distribute, display, incorporate into or otherwise make Audio, in whole or in part, available as, or as part of, production library content, or downloadable files or include the Audio or any derivative work incorporating the Audio in any other stock product, library, or collection;

      7. Remix, mashup, or otherwise alter the Audio, except that you may engage in basic editing of the Audio (e.g., setting start/stop points, determining fade-in/fade-out points, etc.) in connection with the exercise of the license granted under this agreement;

      8. Use Audio in an audio-only Production in which music and audio is the primary content.

    10. You may publish Productions incorporating Audio on third party “user-generated” content distribution platforms (e.g., YouTube) (each a “UGC Platform”). You may not claim ownership of the Audio or otherwise register any Audio with any UGC Platform even as synchronized with your own Escape Game or Production. If you become aware that any third party claims any ownership interests in any Music, you agree to promptly notify Escape Room Music of each such claim.

  3. CREDIT AND COPYRIGHT NOTICES

    1. The use of Original Rooms and Visual and Audio Content in connection with news reporting, commentary, publishing, or any other “editorial” context, shall be accompanied by an adjacent credit to the Escape Room Elementssubstantially the following form:

      “Courtesy of Escape Room Elements”

    2. If and where commercially reasonable, the use of Visual and Audio Content in Merchandise or a Production shall be accompanied by a credit to Escape Room Elements in substantially the following form:

      “Image(s) or Footage (as applicable), used under license from Escape Room Elements”

    3. Credit attributions are not required in connection with any other use of Images, Footage, or Audio unless another stock content provided is afforded credit in connection with the same use.

    4. In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.

    5. When incorporating Audio in the type of Escape Game or Production in which copyright attribution is customary, you shall provide credit in substantially the following form:

      “‘[Music Title]’ performed by [Artist], used under license from Escape Room Elements”

Part III – WARRANTIES AND REPRESENTATIONS
  1. Escape Room Elements warrants and represents that:

    1. Escape Room Elements’ contributors have granted Escape Room Elements all necessary rights in and to the Content to grant the rights set forth in Part I or Part II as applicable.

    2. Visual and Audio Content in its original unaltered form and used in full compliance with these TOS and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties’ rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.

  2. ESCAPE ROOM ELEMENTS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS “WARRANTIES AND REPRESENTATIONS” SECTION.

PART IV – INDEMNIFICATION AND LIABILITY
    1. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Escape Room Elements,Escape Room Elements will defend, indemnify, and hold you harmless up to the applicable “Limit of Liability” set forth below. Such indemnification is solely limited to Customer’s direct damages arising from a third-party claim directly attributable to Escape Room Elements’s breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifyingEscape Room Elements, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed toEscape Room Elements at legal@escaperoomelements.com, with a hard copy to Escape Room Elements, 3191 Diamond Hill Road, Cumberland, RI 02864, Attention: General Counsel, via certified mail, return receipt requested; or ii) overnight courier, recipient’s signature required. Escape Room Elements shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Escape Room Elements in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Escape Room Elements is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Escape Room Elements having a reasonable opportunity to analyze such claim’s validity.

    2. Escape Room Elements shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.

    3. Limits of Liability: Escape Room Elements’ total maximum aggregate obligation and liability (the “Limit of Liability”) arising out of each of Customer’s:

      1. Original Room shall be USD $10,000.

      2. Audio Content Licenses shall be USD $10,000.

      3. Visual Content Licenses shall be USD $10,000.

If you have questions about the foregoing, please contact Customer Service. (Phone: Inside US 401-400-1191, Outside US  Email: Customer Support)

  1. You will indemnify and hold Escape Room Elements, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Original Room and Visual and Audio Content other than the uses expressly permitted by these TOS. You further agree to indemnify Escape Room Elements for all costs and expenses that Escape Room Elements incurs in the event that you breach any of the terms of this or any other agreement with Escape Room Elements.

PART V – ADDITIONAL TERMS
  1. Except when required by law, Escape Room Elements shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your subscription is terminated before its expiration. If you purchase a subscription plan, you authorize Escape Room Elements to charge you the full subscription fee for the duration of the term agreed to at the time of purchase. If your subscription plan auto-renews, Escape Room Elements will charge you for each automatic renewal until you timely disable automatic renewal in your account settings. In the event that Escape Room Elements determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase.  To cancel your account, please contact Customer Service. (Phone: Inside US 401-400-1191, Outside US  Email: Customer Support).

  2. If Escape Room Elements is required to collect indirect taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where Escape Room Elements is not required to collect indirect tax from you, you may be required to self-assess said tax under the applicable laws of your country of residence.

  3. “Non-transferable” as used herein means that except as specifically provided in these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notifyEscape Room Elements of each such social media website’s use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please notify us via email at info@escaperoomelements.com.

  4. Upon notice from Escape Room Elements or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Escape Room Elements may be liable, or if Escape Room Elements removes any Content for any reason and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. Escape Room Elements shall provide you with comparable Content (which comparability will be determined by Escape Room Elements in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of these TOS.

  5. If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Escape Room Elements, upon Escape Room Elements’ reasonable request.

  6. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state and county of New York. The language of the arbitration shall be English. There shall be one arbitrator. Each party shall bear its own costs in the arbitration. Escape Room Elements shall also have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Escape Room Elements, such action is necessary or desirable.

  7. These TOS shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. These TOS are governed by and shall be construed in accordance with the laws of the State of New York, without respect to its conflict of laws principles.

  8. If you are entering into these TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Escape Room Elements for any breaches of the terms of these TOS. You hereby grant Escape Room Elements a worldwide, non-exclusive, limited license to use your trademarks in Escape Room Elements’ promotional materials, including a public customer list. Escape Room Elements’ use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Escape Room Elements and shall at all times inure to your benefit. Escape Room Elements further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Escape Room Elements of your email request to legal@escaperoomelements.com.

  9. The number of Content downloads available to you is determined by the product you purchase. For the purposes of these TOS, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (i) the same date as your purchase in the following month or (ii) the last day of the following month. By way of example, if you purchase a monthly subscription on March 5, it will renew on April 5. If you purchase a monthly subscription on August 31, your Subscription will renew on September 30.

  10. Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase of any automatically renewing, installment payment or recurring subscription product shall apply only to the first installment thereof.

  11. If any individual term of these TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of these TOS, so that these TOS shall otherwise remain in full force and effect.

  12. It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.

  13. In the event that you breach any of the terms of this or any other agreement with Escape Room Elements, Escape Room Elements shall have the right to terminate your account without further notice, in addition to Escape Room Elements’ other rights at law and/or equity. Escape Room Elements shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.

  14. Escape Room Elements’ liability under any individual license purchased hereunder shall not exceed the “Limit of Liability” applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.

  15. Except as specifically provided in Part IV hereof, in no event, will Escape Room Elements’ total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Escape Room Elements websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Escape Room Elements from you for the applicable Content license.

  16. Neither Escape Room Elements nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, Escape Room Elements’ breach of this agreement, or otherwise, unless expressly provided for herein, even if Escape Room Elements has been advised of the possibility of such damages, costs or losses.

  17. Except as expressly set forth in Part III, all Content is provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.

  18. Escape Room Elements does not warrant that the Content, Escape Room Elements websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.

  19. In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Escape Room Elements, Escape Room Elements will promptly file a complaint with www.ic3.gov, the internet crime complaint center, a partnership between the Federal Bureau of Investigation (FBI) and the National White Collar Crime Center.

  20. Escape Room Elements contracting party:

    1. If you are licensing an Original Room and/or Visual and Audio Content, “Escape Room Elements” meansEscape Room Elements, a Rhode Island business with its office at Escape Room Elements, 3191 Diamond Hill Road, Cumberland, RI 02864, United States of America.

 

EFFECTIVE DATE: August 31, 2017