VAVEL IMAGES CONTENT LICENSE AGREEMENT
LAST UPDATED: December 2018
This is a license agreement between you and The Imagy that explains how you can use photos, illustrations, vectors, and video clips (individually and collectively, “content”) that you license from The Imagy. By downloading content from The Imagy, you accept the terms of this agreement.
What types of licenses does The Imagy offer? The Imagy offers three types of license models: royalty-free (“RF”), rights-ready (“RR”) and rights-managed (“RM”). Royalty-free does not mean there is no cost for the license. Instead, royalty-free means that the license fee is paid once and there is no need to pay additional royalties if the content is re-used. Royalty-free content is licensed for unlimited, perpetual use, and pricing is based on the file size. Rights-managed and rights-ready content is licensed for specific types of use, and pricing is based on factors such as size, placement, duration of use, and geographic distribution.
Comp license: You are welcome to use content from The Imagy's site on a complimentary basis for test or sample (composite or comp) use only, for up to 30 days following download. However, unless a license is purchased, content cannot be used in any final materials or any publicly available materials. No other rights or warranties are granted for comp use.
How can I use licensed content? You may use licensed content in any way consistent with the rights granted below and not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by The Imagy are:
Perpetual, meaning there is no expiration or end date on your rights to use the content. Worldwide, meaning content can be used in any geographic territory. Unlimited, meaning content can be used an unlimited number of times. Any and all media, meaning content can be used in print, in digital or in any other medium or format. Non-Exclusive, meaning that you do not have exclusive rights to use the content. The Imagy can license the same content to other customers. If you would like exclusive rights to use royalty-free content, please contact The Imagy to discuss a buy-out.
Limited to the specific use, medium, period of time, print run, placement, size of content, and territory selected, and any other restrictions that accompany the content on the The Imagy website (or any other method of content delivery) or in an order confirmation or invoice. Non-Exclusive, meaning that you do not have exclusive rights to use the content. The Imagy can license the same content to other customers. Exclusive licenses may be available for rights-managed content upon payment of an additional license fee. Please contact The Imagy Images if you are interested in licensing content on an exclusive basis.
For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of. Please make sure you read the Restricted Uses section below for exceptions.
Restricted Uses - unless additional license purchased. The following are prohibited without the prior written consent of VAVEL Images and payment of an additional license fee:
Who, besides me, can use the licensed content? The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else. There are two exceptions:
User Accounts. You will be responsible for tracking all activity for each user account, and you agree to: (a) maintain the security of all passwords and usernames; (b) notify VAVEL Images immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under each user account. VAVEL Images reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If VAVEL Images determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and seek further legal remedies.
Intellectual Property Rights.
Representations and Warranties. VAVEL Images makes the following representations and warranties:
Indemnification/Limitation of Liability.
Last Updated: February 2017
You are welcome to use content from the VAVEL Images site on a complimentary basis for test or sample (composite or comp) use only, for up to 30 days following download. However, unless a license is purchased, content cannot be used in any final materials or any publicly available materials. No other rights or warranties are granted for comp use.
Last updated: June 2017
THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE AND A SUBSIDIARY OF ETEMENANKI TECHNOLOGY SL. ("VAVEL IMAGES"). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.
|1. Definitions. The following terms have the stated meanings:|
|2. License Grants. Subject to the terms of this Agreement:|
|3. License Restrictions.|
|4. Music Credit. If Licensed Material is used in an audio/visual production where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such credit(s), substantially in the following form: "[Artist's Name]/[Special Collection Reference, if any]/VAVEL Images" or as otherwise notified by VAVEL Images.|
|5. Collection Society Payments. Except as set forth below in Section 6.2 with respect to RF Licensed Material, nothing contained herein shall be deemed to constitute a waiver of any fee which, as a result of the use of the Licensed Material contemplated by this Agreement, shall become due and payable to the relevant Collection Society or Societies. In connection with use of RM Licensed Material, Licensee agrees to submit, and to instruct any third party acquiring rights to the Licensee Work to submit, to all relevant Collection Societies, in any part of the territory in which the Licensee Work is to be Broadcast or reproduced, such filings, including so-called "cue sheets," and further agrees to take such actions as are necessary, in keeping with common industry practice, to enable such Collection Societies to monitor and administer those performing and mechanical rights fees payable to the copyright owners of the Licensed Material embodied in the Licensee Work. Cue sheets and similar filings submitted to Collection Societies must contain complete and accurate information, including the correct VAVEL Images-specific title generated by the VAVEL Images Music Cue Sheet Tool available at http://cuesheet.pumpaudio.com (or successor URL).|
|6. Warranty and Limitation of Liability.|
|8. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Copying. Without prejudice to Section 6.1(i) above, VAVEL Images shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption of in any way from its Copying.|
|9. License Cancellation Fee. If Licensee or Purchaser requests in writing to cancel this Agreement within 30 days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, VAVEL Images may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card as follows: (i) an amount up to 100% of the License Fee may be credited if the request is received within 7 days of receipt of the Licensed Material; or (ii) an amount up to 50% of the License Fee may be credited if the request is received between 8 and 30 days of receipt of the Licensed Material; in each case an administration fee of US$50 (or local currency variation) will be charged. No credits are available for any cancellation request received after 30 days from receipt of Licensed Material. Nothing in this Section 9 shall apply to research, lab, service, or subscription fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.|
|10. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from VAVEL Images electronically via the email address associated with Licensee's and/or Purchaser's VAVEL Images account. If Licensee fails to pay VAVEL Images' Invoice in full within the time specified in the Invoice, VAVEL Images may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.|
|11. Reservation of Rights. All rights which are not expressly granted by VAVEL Images to Licensee pursuant to this Agreement, including all promotional materials or any other property owned or controlled by VAVEL Images (including, without limitation, any production hard drive or other music licensing system provided by VAVEL Images) are specifically reserved by VAVEL Images. Except as expressly set forth in this Agreement, nothing contained herein shall be deemed to convey or transfer to Licensee any ownership interest, including copyright, in or to the Licensed Material. Each hard drive or other system, along with any connection cable or other peripherals provided hereunder, provided to Licensee is the property of VAVEL Images and is returnable on demand. No use of information and proprietary material contained within a hard drive or other system, including any metadata, sound recordings, sound effects and musical compositions, may be made except in compliance with this Agreement.|
|12. Miscellaneous Terms.|