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License Agreement

1. General terms

By this License Agreement, effective as of May 24th, 2019, we describe the available licenses, rights and ownership details, as well as usage terms of each license. You can find here detailed information about Standard, Enhanced, Exclusive commercial licenses, Free and Editorial Only licenses and available Extensions thereto, as well as clearly defined terms and conditions of our cooperation.

WE ENCOURAGE YOU TO READ CAREFULLY THIS LICENSE AGREEMENT (hereinafter the “Agreement”) BEFORE YOU CONTINUE TO USE OUR WEBSITE [smartlicense.online], DOWNLOAD ANYTHING FROM IT. IF YOU DECIDE TO CONTINUE USING OUR WEBSITE YOU AGREE TO AND WILL BE BOUND BY THE TERMS & CONDITIONS DESCRIBED HEREIN. THIS DOCUMENT IS A LEGALLY VALID AGREEMENT BETWEEN YOU (OR ANY PERSON REPRESENTED BY YOU) AND [INTELLECTUAL PROPERTY DEPOSITORY AND MANAGEMENT S.A., REGISTERED IN SWITZERLAND WITH FEDERAL IDENTIFICATION NUMBER CH-660.5.528.015-1, UID CHE-339.647.697]. IF YOU DO NOT AGREE TO OR HAVE ANY QUESTIONS ABOUT TERMS & CONDITIONS DESCRIBED HEREIN, PLEASE, DO NOT USE OUR WEBSITE smartlicense.online AND CONTACT US FOR CLARIFICATION AT support@smartlicense.online.

The following terminology will be used in this Agreement as applicable: (i) “we”, “us”, “our” refer to [Intellectual Property Depository and Management S.A., registered in Switzerland with federal identification number CH-660.5.528.015-1, UID CHE-339.647.697, located at the following address: avenue Pictet-De-Rochemont 7, 1207 Genève, Switzerland]; (ii) “you”, “your” refers to you, i.e. the person using our services hereunder, accessing and/or using our website; and (iii) “person” refers to individual, legal entity, corporate body, non-governmental organization and/or governmental organization (any authority). Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

By entering into this License Agreement you are granted with the usage of specific rights described herein and given to you by us to images and other similar content (hereinafter the “Image” or “Images”). You irrevocably and unconditionally accept to use those rights only as given to you by us, no exceptions whatsoever.

2. Licenses

Standard Commercial License

We are proud to provide you with our Standard Commercial License. It includes:

  1. single-seat license by which only you are authorized to access, download and use of the Image(s) purchased by you;
  2. perpetual, worldwide, non-sublicensable, non-transferable and non-exclusive;
  3. right to modify, display and reproduce the Image(s) purchased by you;
  4. unlimited right to use Image(s) purchased by you on any online products (e.g. websites, e-products, online media, blog posts, online advertising, electronic publications, etc.);
  5. right to use Image(s) purchased by you on any printing materials, subject to a limit of 500,000 copies in the aggregate of each Image imprint (for unlimited copies, see Enhanced Commercial License);
  6. right to use, produce and/or distribute the goods and services with Image(s), except when Image(s) has the core value of such goods and services (for cases where the Image(s) has the core value, see Enhanced Commercial License below).

As is our Standard Commercial License is non-sublicensable, non-exclusive, non-transferable and you cannot use Image(s) purchased by you for resale in any format. However, certain features can be obtained additionally by purchasing relevant Extensions described below.

You may use the license granted under this Agreement for the benefit of one of your clients, provided that you must transfer all your license to your client and your client must comply with the terms of this Agreement and comply with all license and use restrictions.

Enhanced Commercial License

We are proud to provide you with a collection of Extensions to our Standard Commercial License. Those Extensions have been developed by us in order to better satisfy your needs. Should you want to benefit more from usage of our Images please choose Enhanced Commercial License including:

  1. Multi-Seat.

    Get an access to the chosen Image by unlimited number of users within your local organization. Your colleagues will be able to access, download and use the chosen Image, subject to their acceptance of our terms & conditions described herein. Please note that it is you (and your colleagues) liability to ensure that the Image purchased by you with Enhanced Commercial License is not accessed, downloaded or used by anyone outside your organization, including your local or international affiliates and any third parties whatsoever.

  2. Unlimited Print.

    Allows you to use any Image chosen by you on any printing materials without any limits on number of copies of such Image imprint.

  3. Product for Resale.

    In case you need to use the chosen Image as the core value element of your product and/or service, including products distributed electronically (e.g. software, apps, templates, screensavers, etc.) or derivative products for sale (e.g. stickers, posters, t-shirts, mugs, etc.).

Exclusive Commercial License

This is a License that’s been developed by us for those users who would like to get a special rights for the chosen Image(s). Starting from the purchase date we will exclude the Image chosen by you from the sale and search on Smartlicense.online for one of the following periods of time: 6 months, 1, 2, 3, 4 or 5 years, that can be extended unlimited number of times. Please note that getting exclusive rights with this License will not limit or cancel rights for the chosen Image(s) that’s been obtained earlier by other users. This License can be used only by you or for one of your clients. And to make you feel very special you will get Standard and Enhanced Licenses complimentary with no extra cost. Enjoy!

Exclusive License Setup

Rights-managed content is licensed for specific types of use, and pricing is based on factors such as placement, duration of use, and geographic distribution.

You have an opportunity to bring the price down by limiting Exclusive rights validity duration only in those regions and industries that you need. The validity of rights corresponding to Standard and Enhanced license remains yours completely: all industries, worldwide, forever.

  1. Regions you need.

    Exclusive rights spread only on regions selected by you. For instance, selecting North America and Polynesia for 1 year, the image remains available for licensing but all the further licenses for given image are banned for use in these regions for 1 year. An image is available in other regions for all types of licenses.

    * online use remains available for all further purchased licenses without any limits

  2. Industries you need

    Exclusive rights spread only on industries selected by you, online and offline. For instance, selecting the chemicals sector for six months; all further licenses for this given image will be banned to use in this industry for six months (including online use on chemicals sector). Using this image in all other industries is available for all types of license.

  3. Cross-limits

    To get the maximum decrease in price select cross limits banning use of necessary image in exact industry and necessary regions only. Thus, after selecting Sport in Australia use of this license in Sport industry in Australia will be banned but available for all the rest activities in other countries and in all the rest industries in Australia.

Editorial Only License

An editorial only license:

  1. grants you the right to single use editorial content (the images that are newsworthy, timely, and depict real people, events, places and products) for descriptive purposes in any context that is newsworthy or of human interest, typically in newspaper or magazine articles, news blogs, or similar event-based media. “Single use” means content can be used in a single context a single time, provided you shall have the right to distribute that use in-context across unlimited mediums and distribution channels (i.e., an article, a news story, blog post, page of a publication). Any use not in-context to the original usage would require an additional license.
  2. may be distributed worldwide, in perpetuity with unlimited print.
  3. may not be used for commercial purposes, such as advertisements or resale products.
  4. may not be edited, except for minor adjustments for technical quality or slight cropping or resizing, and only if you maintain the editorial context and meaning of the original.
  5. may have any “special restrictions” (e.g., geographical or industry-specific usage restrictions) indicated on the image detail page and/or included in the metadata attached to an item of Editorial Content.
  6. requires including the credit line shown on the image detail page and contained in the IPTC credit line field, for example, "Agency Name/Author Name - smartlicense.online", when editorial images are used in print, websites, blogs, films and so on

Restrictions specific to Editorial License

  1. Use any Editorial content in a multi-media production distributed via broadcast, cable network, OTT video service (e.g. Netflix, Hulu, Amazon), or in theaters, or in related promotional materials.
  2. Use any Editorial content on a publication cover, jacket, or other packaging related to the underlying use.

Free License

Some images (not all) you can be obtained under a free of charge license and an obligation to comply with the following restrictions: single seat, printing materials up to 250 000 copies, for personal use only or use by non-profit organization, non-commercial use, not for resale product, not for marketing and mass-media.

Free License grants you rights worldwide and forever.

Image Restrictions

There are time restrictions for some images, which are caused by earlier purchased licenses. For instance, an image might be unavailable for use in Central Africa for the next three months. Nevertheless, you are allowed to purchase Free, Standard, Standard Enhanced and Exclusive licenses for this image with the restriction to use it in corresponding region, industry or their crossing. However, after a period of restriction is over, your license is automatically spread in these areas.

Information about current restriction you can find at the restriction sector on the image page and in your invoice.

Image’s History

You can preview all the licensing history for each image which was registered in the IPStock blockchain, which allows selecting images for a project more consciously

Pricing

For pricing details please refer to License & Pricing Terms. If our CommercialRoyalty Free Licenses with the described above Extensions do not satisfy your needs please contact us at support@smartlicense.online.

3. Limitation

Though we will always do our best to satisfy your needs by providing you with wide selection of usage rights, there are certain limitations described below on how you can use our Images. We want you to know and respect those limitations and let us know if you have any questions or comments thereto. Here is the list of the limitations (“the Limitations”):

  1. Please note that you can use the chosen Image ONLY as provided by the purchased/obtained License and, if applicable, Extension related to such Image and as described in this Agreement, including, but not limited to the usage of our Image(s) in a “portfolio” of images made available by you for any third parties for any purposes;
  2. You can NOT use our Image (in whole or in part) for or in connection with any illegal, offensive, immoral, deceptive and/or defamatory context, including, but not limited to: pornography, criminal, harassment of any kind, as well as usage of our Image(s) in any way that infringes or may potentially infringe any third party’s rights, including, but not limited to: any trademark or other intellectual property rights;
  3. Do NOT use our Image(s) (in whole or in part) as a logo, business name, trademark, service mark or as part thereof;
  4. Once you are using our Image(s) (any part thereof) add the following readable reference where technically feasible: [Provided by smartlicense.online], while if you are using our Image(s) in any “editorial” context, please add the following readable credit-line where technically feasible: [Agency Name/Author Name - smartlicense.online"].

We fully trust your ability not to use our Image(s) in any form that might harm or bring any losses to us. Before any usage of our Image(s), please, check the terms of the chosen License, Extension, Limitations; and use your common sense to stay compliant with those terms.

4. Pricing

You can check our pricing terms in License & Pricing Terms. Please, note that pricing terms are subject to changes without any prior notice, so our advice for the price fixation - proceed with the payment for the chosen Image(s), License and, if applicable, Extension. Your payment will be considered performed once we received it. Please do not hesitate to contact us at support@smartlicense.online for any questions regarding pricing, payment terms or any related topics.

5. Warranties

Because we care of our reputation we carefully select reliable and trustworthy providers of Images. Hence, we can warrant that, to the best of our knowledge, usage of the Image(s) in compliance hereunder will not violate any rights of any third party, including, but not limited to, intellectual property rights. At the same time, please, note that each Image is provided “as is” and we cannot provide you with any warranty thereto, which also includes no warranty on accuracy of keywords, titles and descriptions. Also we do not warrant the Image(s), our website or other materials hereunder will be error free, uninterrupted or meet your requirements and the entire the Image’s quality and performance risk is on you. We encourage you to check each of the Image and let us know at support@smartlicense.online if you any comments to the provided Image(s).

You warrant that you will use the rights to the Image(s) in full compliance with applicable laws and provisions of this Agreement.

Each party herein warrants to the other party herein that it has full capacity, right and authority to enter into this Agreement, clear understanding of any of its provisions and perform its obligations hereunder.

There are no other warranties or representations whatsoever other than those expressly made in this “Warranties” Section.

6. Indemnity

You make the right choice starting our cooperation hereunder as we will be protecting you, defend your interest and indemnify you hereunder. It means, that, subject to your full compliance with the terms of this Agreement and following the rules below, we will take care of any direct damages of arising from any third party’s claim directly relating to our violation of the warranties described in the “Warranties” Section above. However, there are certain rules to follow:

  1. Once you receive such a claim, please, immediately (not later than 3 calendar days from the date you became aware of the claim) notify us at support@smartlicense.online in writing (and, if requested by us, in hard copy via certified mail) on that with all details known by you. Please, provide us with as much information (copies of documents) as you can; and
  2. Please, note that we have the right (but not an obligation) to participate in or fully manage any of the claim’s settlement process; and
  3. You will fully cooperate with us and provide us with all documents and information requested by us; and
  4. You are (have been) in no breach of any provision of this Agreement.

Though we do our best to protect your interest hereunder to the best possible extent, the total maximum aggregate liability for each Image usage rights on which been purchased under Standard Royalty Free License is limited to $10,000 and for Premium Royalty Free License is limited to $250,000.

In turn, you agree to indemnify us, our affiliates, ours and our affiliates’ respective directors and employees, suppliers, contractors, service providers, Image’s contributors against all claims, damages, liabilities and expenses (including reasonable legal fees) arising from yours, any of your affiliates’ or, if you enter into this Agreement as representative of any person (hereinafter the “Client”), then such Client’s violation of any of your warranties described in “Warranties” Section above or any other terms of this Agreement.

7. Miscellaneous

  1. Please, note that you are ultimately responsible for due calculation and timely payment of any taxes, fees, or duties applicable in any jurisdiction and coming from our cooperation hereunder.
  2. This Agreement and/or usage rights on any Image(s) provided hereunder may be terminated by us at any time without any prior notice if you violate any provision of this Agreement and such violation, based on our opinion, cannot be swiftly remedied. Once terminated you will have to stop using of any, designated by us, Image(s) and delete it (them) from your computers or systems.
  3. Any provision of this Agreement that might be found invalid, illegal, or unenforceable will not impact in any way the validity, legality, and enforceability of other provisions herein. Such default provisions shall be swiftly corrected.
  4. Hereby, you understand and agree that, if it is required by law, by authorities or if you breach terms of this Agreement or any other agreement with us or our affiliates, we have the right (but not an obligation) to close your account without any notice and refund of your earlier paid fees.
  5. Hereby, you provide us with the irrevocable and free of any charge right to use your business name and trademark in our promotional materials, including those available online.
  6. At any moment of time we might request information from you regarding the way you use Image’s rights hereunder and you shall swiftly provide us with such information.
  7. Please, note that unless it is directly required by any applicable and valid laws we will not issue any refunds hereunder. If refund will be required by any applicable and valid law then it will be made using payment method that was originally used by you.
  8. This Agreement, rights and obligations hereunder can be transferred by us at any moment of time without any notice to you and cannot be transferred to anyone by you.
  9. Any day defined period starts to from the next calendar day. Any monthly period will be over in the same (as the starting) date of the following month, but if there is no such date in the following month, then in the last calendar day of the following month.
  10. Despite any different provision of this Agreement in no event our total aggregate liability hereunder for any reason whatsoever will exceed the amount of cash we actually received from you hereunder. Neither us nor any of our officers, employees, affiliates, contractors, suppliers, directors shall be liable to you or to the Client for any indirect, general, special, consequential, punitive or incidental damages or lost profits, other damages, costs or losses arising hereunder, even if relating to our inability to perform our obligations hereunder.
  11. This Agreement in all its material aspects, all actions and disputes arising from or relating thereto will be construed and governed by the laws of England.
  12. The party herein initiating a dispute hereunder shall inform the other party on its substance and provide as much information on it as possible. The parties herein will do their best to settle any dispute hereunder,but if no settlement is arranged within 30 calendar days from the date when one party herein was informed on a dispute by the other party herein, then such disputes to be settled by one arbitrator of any English court in accordance with its rules and procedures. The language of arbitration will be English. Each party shall bear its own costs in the arbitration.
  13. This Agreement is the main document describing our relations with respect to the usage of the Image(s) and the terms of this Agreement will govern in the event of any inconsistency with any other terms whatsoever.
  14. Any terms of this Agreement can be modified by us at any moment of time without any prior notice. However, we will do our best to inform you on changes that might have a material impact on your rights hereunder. We also encourage you to check the terms of this Agreement from time to time.