Standard License Clips Market “Life and Lights Inc.”
Agreement. This License is an agreement between Clips Market (Life and Lights Inc.) and licensee (“You”) who downloads images/3D / illustrations / vectors / video footage (“Content”) from Clips Market. By downloading any Content, you hereby declare and confirm that: (1) you have read the Agreement herein, understood the stated therein and you hereby agree to engage in it; (2) your age does not limit you from lawfully engaging in the Agreement herein and there exists no other legal prevention for your engagement in the Agreement herein; (3) you are authorized to engage in the Agreement herein for yourself, personally, or for the entity the details of which were specified upon purchase of the license. For the avoidance of doubt, Clips Market is appointed by as the authorized distributor of the Content in the jurisdiction of the United States of America.
Clips Market Representation. Clips Market. represents that it owns all rights and/or has all requisite authority to the Content, including copyrights, and is authorized to license the Content under the License. Unaltered and Standalone Content licensed to You will not infringe or violate the intellectual property, publicity or privacy rights of any third party. a. Copyright of Content belongs to Clips Market and/or Content Contributors of Clips Market. However, such representation will be deemed inapplicable with regards to Content which absence of the corresponding model / property release in relation to the Content which prevent the intended use of the Content. b. Content Contributors: are the photographers who sell their photos and/or videos or other digital images, through the Clips Market’s website. Items uploaded by content contributors are responsible for the copyright of all items they sold through our website Clips market’s responsibility is only limited to the money paid for the purchase of items from our website. Any legal issues with the copyright of the content is solely responsible for the photographer or the content contributor. Clips Market is not responsible for any copyright issues for any items, who sell their products through our website. We will take our maximum effort to make sure that all photos, videos and other images uploaded by the content contributors will meet all legal copy rights for the items they sell through our website. If anything comes beyond our control, Clips Market is not responsible for that.
Single User Account Only. This Agreement only allows the creation and registration of a Single User Account. You may not allow anyone else to use Your username or password. If You wish to create multiple seats to concurrently and/or separately access Your Account, you may only do so through the consent of Clips Market.
Definitions: a. “Licensed Work” means the genuine end-product or end derivative work that has been Reproduced or created by or on behalf of You or Your client, using independent skill and effort and that incorporates Content and other material, and which Content shall be inseparable (to the extent commercially and reasonably possible) from the Licensed Work to be standalone Content. b. “Standalone Content” means the unaltered and unmodified Content in the original form downloaded from the Sites, including the same Content at a different resolution. c. “Vital Role” means the Content used form an integral part or core component of the Licensed Work and will substantially increase the value of Your Licensed Work. d. “Reproduce(d)” means the distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Content to create a finished derivative product (the Licensed Work), whereby the reproduced Content will not be disassociated from the Licensed Work by the end user or any third party to be a Standalone Content.
Licensee Representation – You represent and warrant that: a. Information You provide to Clips Market is accurate and true, including without limitation all payment and billing information. b. You are at least 18 years of age and have the right to enter into this License. c. You will not use Content in any way that is not permitted by this License. d. Unless otherwise stated in this License, any account(s) opened or maintained by You on the Sites will only be accessed and used by You for the purposes and on terms stipulated in this License.
Grant: Subject to the terms herein, Clips Market grants You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable sub-license to use, Reproduce, modify, publish, and display downloaded Content (other than as restricted in this contract).
Additional Rights. To facilitate Your use of Content to Reproduce Licensed Works, You may also: a. Client Work: utilize Content to produce Licensed Works on behalf of clients (e.g., advertisements by a graphic designer). b. Procurement: obtain the License to Content on behalf of the client, provided the client is fully subject to and bound by the terms of the License. c. Representative: obtain the License on behalf of Your employer, company, group or affiliate, provided such other party is fully subject to and bound by the terms of the License. d. Subcontract: transfer Content files / derived works to subcontractors or employees temporarily to produce Licensed Works strictly on Your behalf, provided such other party abide by the restrictions in this License.
Extended Permitted Uses (Extended License). In the event You require the following extended rights to use the Content, in addition to the usages permitted pursuant to paragraphs 7 and 8 herein, You may license any of the following Extended Licenses according to Your relevant usage: o PRINT ONLY EXTENDED LICENSE In any manner permitted under the Standard License without any print run limitation; and In any printed (not for electronic distribution) material, merchandise or product for personal use or resale (for e.g. calendars, T-shirts, posters and mugs) and product packaging up to a limit of 10,000 copies in aggregate per licensing. Each additional print up to 10,000 copies under this subparagraph requires a new licensing. o ELECTRONIC ONLY EXTENDED LICENSE In any manner permitted under the Standard License without any print run limitation; As design elements in video, film or television broadcast for resale purpose; and In any electronic distribution (not in its original but in its final form) or items for personal use or resale, including design elements or constituents in eBooks, licensed software, website templates, flash templates and documents provided such use does not allow the re-distribution or re-use of the Content by third party. o COMPREHENSIVE EXTENDED LICENSE In any manner permitted under Standard License, Print Only Extended License and Electronic Only Extended License without any print run limitation.
Restrictions. Other than as specifically permitted in paragraphs 7 and 8 herein, You may NOT: 1) Sublicense, sell or transfer any rights in License: The rights in the License are personal to You. You may not transfer any rights in this License to third parties without Clips Market consent. 2) Sell, share, license, assign or distribute Standalone Content: Conveyance of Content to third parties must always be in a Reproduced Licensed Work and never as Standalone Content. You must ensure with adequate technological measures that Standalone Content may not be extracted / copied from Licensed Works by third parties. 3) Infringe Intellectual Property Rights: In connection with the Content / Licensed Work, You may not infringe or misappropriate the intellectual property rights (e.g., copyright, design right or trademark) of any party. You may not remove any Copyright Notice, watermark, author attributions, legal notices, proprietary designations or other intellectual property information in any Content. 4) Use “Editorial Use Only” Content: Content marked “Editorial Use Only” may not be used for commercial / advertising / promotional purposes. 5) Extract Contents Illegally: You must not download Contents from the Site using methods other than provided by Clips Market. 6) Use Content in Logos / Trademarks / Service Marks: Content cannot be used for or incorporated into logos, trademarks, or service marks. 7) Use Contents Illegally: You may not use Contents in any way that violates any law, regulation or statute in any applicable jurisdiction 8) Use Content for Immoral / Obscene / Illegal / Defamatory Purposes: Content and Licensed Works (incorporating Contents) may not be used in any way (by itself or with other content / context) that is pornographic, offensive (e.g. implying any person suffering from a mental or an emotional condition), politically endorsing, racist, ethnically or culturally offensive, obscene or indecent, sexually explicit, immoral, defamatory, intrusive of privacy or illegal; or in a manner which endorses violence or acts of terrorism, adult entertainment services or venues, tobacco products, medical products for treating health issues related to sex, mental condition or terminal illness, dating sites or apps, is discriminatory towards race, gender, religion, faith or sexual orientation. 9) Use Content to Derogate Persons / Property: You may not use Content in connection with a subject that would be unflattering or unduly controversial to a reasonable person unless You accompany each use with a statement that clearly indicates that (i) the Content is being used for illustrative purposes only and (ii) any person depicted in the Content, if any, is a model. You may not imply that the creator of the Content endorses any political, immoral, or offensive inclinations. 10) Resell Reproduced Licensed Works: Subject to paragraph 8 (Extended License), Licensed Works may not be resold.
Termination ,Suspension. This License is effective until it is terminated. You can terminate this Agreement by: a. Deleting and destroying all Contents downloaded by You and in Your possession, and any Licensed Work(s), and copies / accompanying materials thereof; and b. Ceasing to use the Contents for any purpose.
Clips Markey can terminate this Agreement without notice to You, if You fail to comply with any of the terms and conditions of the Agreement. You may terminate any license hereunder at any time by ceasing your access to the Web Services and use of any Licensed Material accessed through the Web Services, and deleting all copies of the Web Services and such Licensed Material Upon such termination, you must immediately carry out paragraphs (a) and (b) above with or without further notice by Clips Market.
Disclaimer. You agree that neither Clips Market nor their respective affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than You), shall be liable for any general, punitive, special, incidental, indirect or consequential damages or loss of profits or any other damages, costs or losses arising from any use or non-use of the Contents, even if such parties have been advised, or advised of the possibility, of such damages. The contents and sites are provided “as is, as available, with all faults” basis and, except as expressly set forth in this license, neither party makes any representations or warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.
No Liability for Modifications or Termination. You acknowledge that Clips Market may modify the Web Services from time to time, and that Clips Market Images is not obligated to notify you of any such modification. CLIPSMARKET WILL HAVE NO LIABILITY TO YOU, OR TO YOUR END USERS OR LICENSEES, IN CONNECTION WITH ANY MODIFICATION OF THE WEB SERVICES OR TERMINATION OF THESE IMAGES.
Licensee Indemnity. Notwithstanding anything to the contrary in this License, You agree to fully defend, indemnify and hold Clips Market and its officers, directors, employees, owners, agents, representatives, licensors, and anyone else associated with Clips Market and each of their successors, (sub)licensees (other than You), and assigns free and harmless from any and all claims (including, without limitation, third party claims), liabilities, costs, losses, damages, or expenses, including reasonable attorneys’ fees and expenses, arising in connection with Your use of the Contents or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in this License.
The representations and the warranties made by Clips Market in this Agreement apply only to the Content as delivered by Clips Market and will be invalid if the Content is used by You in any manner not specifically authorized in this Agreement or if You are otherwise in breach of this Agreement.
Responsibility for Account Credentials/Logins. You are responsible for all use of the Web Services and Licensed Material by your employees, individual independent contractors, and other personnel, and for any other use that occurs under user accounts or credentials that Clips Market provisions for you. You will notify Clips Market of any unauthorized access to the Web Services or Licensed Material of which you become aware.
Clips Market Indemnity. Provided that You have not breached the terms of this License, Clips Market agrees to defend, indemnify, and hold You harmless up to the Liability Cap (defined below). Such indemnification shall only apply to claims for damages directly attributable to Clips Market’s breach of the warranties and representations in this Agreement, together with the expenses (including reasonable attorneys’ fees), arising out of or directly connected to any valid actual or threatened third party lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of unaltered Contents downloaded and used by You pursuant to this Agreement violate Clips Market’s warranties and representations contained herein. This indemnification is on the condition that You give Clips Market: a. No later than five (5) business days written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and emailed Clips Market, Attention: General Counsel; b. Full information, assistance and cooperation for the defense or settlement thereof; and c. At Clips Market’s option, sole control of any defense, settlement or action related thereto. Clips Market shall not be responsible for any claim settled without Clips Market’s consent or any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
Liability Cap. Clips Market’s maximum aggregate obligation and liability to You for all claims (assessed collectively) under paragraph 14 shall be limited to Five Thousand United States Dollars (US$5,000.00) or the total amount of the license fees paid by You for the Contents, whichever the higher (“Liability Cap”).
Limitation of Liability. IN NO EVENT WILL CLIPMARKET BE LIABLE TO YOU OR YOUR END USERS OR LICENSEES, WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE WEB SERVICES OR LICENSED MATERIAL, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, OR OTHERWISE, EVEN IF CLIPSMARKET HAS BEEN GIVEN ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, AND INCLUDING ANY DAMAGES THAT RESULT FROM DISCONTINUANCE OF YOUR ACCESS TO THE WEB SERVICES.
Governing Law and Dispute Resolution. a. The establishment, effectiveness, interpretation and execution of this License agreement shall all be governed by the laws of the United States, subject to its jurisdiction, and without regard to the conflict of laws principles.
b. All disputes arising in connection with the performance of this License shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree to submit the dispute to the United States court.
c. You acknowledge and agree that any breach of any covenant, representations and warranties contained in this License would cause irreparable injury to Clips Market such that damages and remedies under U.S. Law for any breach of any such covenant would be inadequate. You further acknowledge and agree that the arbitral tribunal may order any interim measure it deems necessary or proper in accordance with the applicable laws of the U.S., including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.
D. This Agreement is governed by the internal laws of the State of Texas, without regard to its conflicts of law rules. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration, though a single arbitrator, pursuant to the rules of the American Arbitration Association in effect at the time of the arbitration. Neither party may assign this Agreement to a third party without the written consent of the other party in advance, except that Clips Market may assign this Agreement without such consent to any of its corporate affiliates. This Agreement will bind and benefit the parties, their successors, and their permitted assigns. The parties are independent contractors to each other in connection with their activities under this Agreement. This Agreement represents the entire agreement between Clips Market and you with respect to your use of the Web Services and Licensed Material, and this Agreement supersedes any contemporaneous or prior agreements regarding the same. Clips Market may modify these Terms at any time. When we make changes, we will revise the “last updated” date at the top of the Clips Market Terms, and changes will be effective immediately upon posting. Your continued use of the Web Services following the posting of changes will constitute your acceptance of such changes.
Assignment. Neither party shall assign its rights or interests under this Agreement to any Third Party without the other party’s prior written consent in each instance; except that a party may assign its rights, interests and obligations hereunder to any similarly financially responsible entity that is either (i) an affiliate of such party, (ii) the surviving entity of a merger, consolidation or plan or reorganization in which it participates, or (iii) to the purchaser of all or substantially all of the assets of the party, provided such assignee agrees to assume in writing such party’s rights and obligations under this Agreement.
No Third-Party Rights. Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any of its terms.
Entire Agreement. This Agreement constitutes the entire agreement between You and Clips Market regarding its subject matter. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties’ intention. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Language. This License is written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting or construing the terms of this Agreement, the English version shall prevail.
Electronic Agreement. You have agreed and reaffirm Your agreement to this License electronically by downloading the Content(s).
Refunds. Refunds are not permitted once you downloaded the images
Modification of website content.
We may interrupt, without warning or justification, the distribution of certain photographers from our site, of certain collections or certain images, without any legal recourse on your part.
After being informed of this, you agree (subject to any reproduction rights which we may already have granted) (a) to stop immediately using the images in question. (b) to remove immediately all the digitized images and documents in question and to destroy all copies, or return them to us at our request. We will use our best commercial endeavours to ensure normal access to our web site but cannot guarantee permanent or 100% continuous access.
No variation of any term or condition set out herein shall be effective unless agreed in writing by both parties. Where any separate agreement or understanding is reached between you and us the provisions of this Agreement shall, unless otherwise expressly agreed, continue to apply except to the extent that they are inconsistent with the separate agreement. Our failure to exercise or enforce any of our rights will not be deemed to be a waiver of such rights nor bar their exercise or enforcement in future.