THIS LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU (“YOU” OR “MEMBER”) OR THE EMPLOYER OR OTHER ENTITY ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT AND AUTHENTIC, LLC (“Company” “We” or “Us”).
Modifications: We reserve the right to modify the Agreement at any time in our sole discretion. Prior to such changes becoming effective, we will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your Membership account, an announcement on this page, or by other means. Modifications to this Agreement will only apply to prospective licenses of Content. By licensing Content under any membership category following any such modifications, you agree to be bound to the Agreement as modified.
Content means all types of visual content available for license through an Authentic.co membership subscription, including, without limitation, Photographs, Illustrations, Vectors and Video and may include audio elements, whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to Content includes the whole or the part.
Derivative Works means a work based on a preexisting work or works, in which the original work is recast, transformed or adapted.
Enterprise means an entity that intends to use the Content for commercial purposes with perpetual use; Content may be used for multiple clients provided they download the file for each client, and the Enterprise is permitted to seat license for up to 50 number of persons to access the Content, using a password.
Illustrations means designs, graphs or drawings or composite visual imagery.
Individual means a single person or family unit or business entity using the Content for its own purpose and not a client.
Personal Use means non-commercial use that includes personal, promotional and educational use.
Photograph means still digital photography whether color, black and white or digitally enhanced images.
Professional means a freelance professional or small business using the Content for one client per download. Each additional client use requires a separate download of the file. Access to the files is limited to 1 Seat per membership.
Social Media means the posting of Content on a site that is intended for sharing information and content with other users of the social media platform.
Subscription means the membership plan that allows you to access and use Content in accordance with this Agreement by paying a monthly or yearly subscription fee until you terminate your membership.
Vector files means computer graphics image files that are defined in terms of points on a Cartesian plane, which are connected by lines and curves to form polygons and other shapes and can be scaled.
Video means moving images, footage, animation, films or other audiovisual representations, with or without an audio element and any still images derived from the Video.
Membership Subscription License Terms:
Members can subscribe to the subscription service as either an Individual, Professional or Enterprise. Subject to the terms of their applicable Membership plan, Company grants Member a worldwide, non-transferable, non-exclusive right to reproduce, distribute, transmit and display, in whole or in part, and right to create works based on or adapted from the Content, (collectively “use”) as permitted in the selected Membership plan for all enumerated uses in your plan in all media, now known or later developed, other than as limited in Restrictions below. Unless otherwise stated, the use rights are limited to the term of your Membership. Once you terminate your membership or fail to pay the subscription fee, you may no longer use the licensed Content, unless you have acquire an Extended License for the individual Content file (except that previously posted Content on a social media site does not need to be withdrawn).
All other rights to the Content, including, without limitation, copyright, are reserved to Company or the copyright holder. Except as expressly stated, this Agreement does not and is not intended to confer rights or remedies upon any person other than the parties.
You may make a back-up copy of the content for internal back-up purposes provided our copyright and any identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Content is permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement.
If the intended use is a restricted use, you may contact Company [[email protected]] to see if the use may be granted. Do not use the Content prior to written permission and restricted use rights may not be available.
Standard Royalty Free License permits the Member to use an unlimited number of digital files representing Photographs for Personal Use, Promotional Use (500,000 printed copies) and Social Media, during the term of the Subscription. No endorsement or Sensitive uses are permitted.
Extended License means a member can acquire additional rights to one Content file for an additional fee which permits the Member to use the Content file with more than one client and permits the client to use the file in perpetuity and with an unlimited print run. The Extended license also permits the use of the Content file in products for resale, and electronic templates and products that permit multiple impressions “on demand.”
Restrictions on Use
Except as provided herein, a Member may not:
- Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but a Member may sell or license Derivative Works incorporating the Content.
- Include the Content in an electronic template intended to be used by third parties on electronic or printed products, without obtaining an Extended License.
- Create multiple impressions or “on-demand” products, including, but not limited to, website designs, presentation templates, electronic greeting cards, business cards, t-shirts, mugs, calendars, posters, screensavers or wallpapers for mobile devices or any other electronic or printed matter, without first obtaining an Extended License for such purpose.
- Make the Content file available in any medium in a manner intended to allow or invite a third party to download, extract or access the Content file as a stand-alone file. For Content displayed on a website, Member shall post terms that prohibit the republication or transmission of the Content file as a stand-alone file.
- Incorporate the Content into a logo, trademark or service mark.
- Use any Content file in a pornographic, defamatory, libelous or otherwise illegal manner, or infringe on any third-party intellectual property rights, whether directly or in context or juxtaposition with other subject matter and materials.
- Use any of the Content in any manner prohibited by any export laws, restrictions or regulations.
- Falsely represent, expressly or impliedly, that Member is the original creator of a visual work that derives a substantial part of its artistic components from the Content.
- Fail to comply with the Product Endorsement or Sensitive Use Disclaimer below.
- Print the Content more than 500,000 times without an Extended License
- If the Content file(s) is used on a Social Media or other third-party website; the Content may only be used as part of another work and not as a stand-alone file; and any rights shall automatically be revoked in the event that the third-party website seeks to exploit purported rights to the Content contrary to the terms of this Agreement
Product Endorsement or Sensitive Use Disclaimer
If any Content file featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person (including but not limited to medical or mental ailments, hateful speech, sexual products or adult content, dating or escort services, political context or engaging in immoral or illegal activity or other sensitive subject) Member must accompany each such use with a conspicuous statement that indicates that the person is a model and the Content file is being used for illustrative purposes only. These requirements are without prejudice to the obligations of the Company regarding use of the Content contained elsewhere throughout this Agreement.
If any Photograph is used in an editorial manner, the credit line “[Photographer name]/Authentic.co ” must appear adjacent to the Content file or as otherwise indicated by Company if available. If the file is a Video, credit shall be provided, in equal size and comparable placement to credit(s) accorded to licensors of other similar content, substantially in the form “[Footage] supplied by Artist/Authentic.co.” if available.
Company will notify Member if it has obtained a model release and/or a property release for a Content file, either in the release status information accompanying the Content file on Company’s Site, in the invoice or by other means. If no such notification is given, then no such model or property release has been obtained. Company grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Content file, or with respect to any music or audio included with the Content. Member shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use of such Content file or if additional permissions or consents are necessary from person, entity, association, guild or other organization. Member may not rely on any statements made by any Company employee or representative other than those provided in this Agreement. Member acknowledges that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes without their consent. Company used commercially reasonable efforts to identify the caption for each Content file but cannot be held responsible for erroneous or incomplete caption information.
Warranties and Disclaimers
Company warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Content file will be free from defects in material and workmanship for 30 days from delivery (Member’s sole and exclusive remedy for a breach of this warranty being the replacement of the Content file); (iii) Member’s use of the Content file in accordance with this Agreement and in the form delivered by Company (i.e., excluding any modifications by Member) will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by Company, Member’s use of the Content file and in accordance with this Agreement and in the form delivered by Company (i.e., excluding any modifications by Member) will not, where a property release is provided, infringe on any trademark and/or will not, where a model release is provided, violate any right of privacy or right of publicity.
Member shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) (such as Screen Actors Guild in the US) as a result of Member’s use of the Licensed Material.
General Disclaimers and Limitation of Liability
COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL NOT BE LIABLE TO LICENSEE OR 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 ANY USE OF THE CONTENT OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO [THE VALUE OF THE FEE PAID BY THE MEMBER FOR THE USE OF THE CONTENT.
THE REPRESENTATIONS AND WARRANTIES MADE BY COMPANY IN THIS AGREEMENT APPLY ONLY TO THE CONTENT AS DELIVERED BY COMPANY AND WILL BE INVALID IF THE CONTENT IS USED BY YOU IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT, OR YOU ARE OTHERWISE IN BREACH OF THIS AGREEMENT. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY THE MEMBER.
YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.
Company Indemnity. Provided Member is not otherwise in breach of this Agreement and subject to the warranties and disclaimers above, as Member’s sole and exclusive remedy for any breach of the representations and warranties above, Company shall defend, indemnify and hold harmless Member and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that Company is in breach of its warranties set forth above. No other indemnification is offered by Company under the Agreement.
Member Indemnity. Member agrees to defend, indemnify and hold Company and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys’ fees and costs), arising out of or as a result of claims by third parties relating to Member’s use of any Content file(s) outside the scope of this Agreement or any other breach by Member of this Agreement.
Notification. The Indemnity is conditioned upon the party seeking indemnification promptly notifying in writing the other party of such claim. At indemnifying party’s option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The Party seeking Indemnity shall not take any action (other than confirming receipt of a claim or general acknowledgement) before notifying the Indemnifying party in writing of the claim or the indemnity provision is not valid. In no event will the indemnified party be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
Subscription Payment Terms
Except when required by law, Company shall be under no obligation to issue refunds or credit. All fees are non-refundable, even if your Membership is terminated before its expiration. You authorize Company to charge you the applicable Membership fees for your Membership plan for the duration of the term agreed to at the time of purchase. Unless you have an Annual Membership plan, Members are billed monthly on the date of purchase and subsequently on a renewal date until cancelled.
Following the expiration of your subscription plan, such plan will automatically renew on the same terms as your original plan purchase. You can disable automatic renewal at any time prior to renewal using your account settings. You expressly grant Company the right to charge you for each automatic renewal until you timely disable automatic renewal.
In the event that Company 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. If you reside in the European Union and you cancel your account within fourteen (14) days of making payment to Company, provided that you have not yet downloaded or licensed any Content, Company, will refund the payment made by you in connection with such cancelled account. To cancel your account, please Email: [[email protected]o].
If Company is required to collect indirect and/or transactional 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 Company or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
Termination and Withdrawal
Company reserves the right to automatically terminate or revoke a Membership plan under this Agreement without notice if Member or its client fails to comply with any provision of this Agreement. In addition, Company may withdraw the Content file based on a potential or actual legal claim. Upon termination or withdrawal, Member and its client must immediately discontinue all current (if reasonably possible) and future use of the Content file, delete the Content file and all copies from all magnetic/electronic media and destroy all other copies in its possession or control. Company may replace the Content file with an alternate Content file upon its discretion.
If the Content file is used on a Social Media platform or other third-party website; the Content may only be used as part of another work and not as a stand-alone file; and any rights shall automatically be revoked in the event that the third-party website seeks to exploit rights to the Content contrary to the terms of this Agreement.
If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.
Choice of Law/Attorney’s fees
This Agreement will be governed in all respects by the laws of the Commonwealth of Massachusetts, without reference to its laws relating to conflicts of law. Member agrees that the applicable Commonwealth court or the United States District Court for the Federal District of Massachusetts located in Suffolk County are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If Company is obligated to go to court to enforce any of its rights, the Member agrees to reimburse Company for its legal fees and disbursements if Company is successful.
No action of Company, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
This contract contains all the terms of the Membership Subscription Agreement and license and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Member, the terms of this Agreement shall govern.