artPhotos.ro – CONTENT LICENSE AGREEMENT
LAST UPDATED: June 2020
This is a license agreement between you and artPhotos that explains how you can use photos that you license from artPhotos. By downloading content from artPhotos, you accept the terms of this agreement.
What types of licenses does artPhotos offer? artPhotos offers two types of license models: royalty-free (“RF”) 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 reused.
Royalty-free content is licensed for worldwide, unlimited, perpetual use, and pricing is based on the file size.
Rights-managed content is licensed for specific types of use, and pricing is based on factors such as size, placement, duration of use, and geographic distribution.
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 artPhotos are:
Perpetual, meaning there is no expiry 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. artPhotos can license the same content to other customers. If you would like exclusive rights to use royalty-free content, please contact artPhotos 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 artPhotos website (or any other method of content delivery) or in an order confirmation or invoice. Non-Exclusive, meaning that, unless otherwise indicated on the website, your invoice, sales order or separate agreement, you do not have exclusive rights to use the content. artPhotos can license the same content to other customers.
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. No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner, in violation of any applicable regulations (including for sports content, any restrictions or credentials issued by a sports league or governing body) or industry codes.
No Commercial Use of Editorial Content. Unless additional rights are specified on the artPhotos invoice or sales order, or granted pursuant to a separate license agreement, you may not use content marked “editorial” for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This content is not model or property released and is intended to be used only in connection with events or topics that are newsworthy or of general interest.
No Sensitive Use Without Disclaimer. If you use content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model. For example, you could say: “Stock photo. Posed by model.” No disclaimer is required for content marked “editorial” that is used in a non-misleading editorial manner.
No Standalone File Use. You may not use content in any way that allows others to download, extract or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).
No False Representation of Authorship. You may not falsely represent that you are the original creator of a work that is made up largely of licensed content. For instance, you cannot create artwork based solely on licensed content and claim that you are the author.
Restricted Uses – unless additional license purchased. The following are prohibited without the prior written consent of artPhotos and payment of an additional license fee.
No “On Demand” Products. Unless you purchase a customized license, you may not use content in connection with “on demand” products (e.g., products in which a licensed image is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items (this includes the sale of products through custom designed websites).
No Electronic Templates. Unless you purchase a custom license, you may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, and brochure design templates).
No Use in Trademark or Logo. Unless you purchase a customized license, you may not use content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, trade-name, business name, service mark or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content).
No Machine Learning, AI, or Bio-metric Technology Use. Unless expressly authorized by artPhotos.ro, you may not use content (including any caption information, keywords or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, artPhotos does not represent or warrant that consent has been obtained for such uses with respect to model-released content.
No Metadata Exploitation. Unless expressly authorised by artPhotos, you may not use the caption information, keywords, accompanying text, or other metadata associated with content separate and apart from the content, or allow any third parties to access or use any such information associated with content. 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 sub-license them to anyone else. There are two exceptions:
Employer or client. If you are purchasing on behalf of your employer or client, then your employer or client can use the content. In that case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this agreement. If you do not have that authority, then your employer or client may not use the content. The rights purchased may only belong to you or your employer/client, depending on who is named as the “Licensee” at the time of purchase. In other words, if you purchase a royalty-free image, only one of you (and not both) may reuse that image for multiple projects.
Sharing and Storage Restrictions for RF Content. Please note that sharing and storage restrictions apply for royalty-free content. Up to 10 individuals (total, not at any given time) may use an item of content, and all individuals must be from the same legal entity, however you may make RF content available for viewing by any of your employees, clients and subcontractors. There are no restrictions on where each individual may store the content. The raw file of content may not be provided to anyone outside of your legal entity other than subcontractors. If you require content to be available to more than 10 users, please contact artPhotos to purchase rights for additional users.
Intellectual Property Rights.
Who owns the content? All the licensed content is owned by artPhotos. All rights not expressly granted in this agreement are reserved by artPhotos. You may not assert any right to revenue from a collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the licensed content.
Attribution. Do I need to include a photo credit? You do not need to include a photo credit for commercial use, but if you are using content for editorial purposes, you must include a credit adjacent to the content or in production credits. The credit should be in the following form or as otherwise stipulated in the caption information accompanying the content on the artPhotos website: “[Photography Name] via artPhotos.ro”
Can I use the artPhotos name or logo, or the name and logos of its content suppliers? You may use the name of artPhotos as necessary to give attribution, but you may not otherwise use their names, logos or trademarks without prior written approval.
Termination. artPhotos may terminate this agreement at any time if you breach any of the terms of this or any other agreement with artPhotos , in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to artPhotos in writing that you have complied with these requirements.
Social Media Termination. If you use the content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, the rights granted for such use shall immediately terminate, and in that event, upon artPhotos’ request, you agree to remove any content from such platform or website.
Content Withdrawal. artPhotos may discontinue licensing any item of content at any time in its sole discretion. On notice from artPhotos, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which artPhotos may be liable, artPhotos may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. artPhotos will provide you with replacement content (determined by artPhotos in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
Refunds/Cancellation. All requests for refunds/cancellations must be made in writing. Provided that the request is made within 10 days and the licensed content has not been used, artPhotos may cancel the relevant order and issue a full refund to your account or credit card. No credits or refunds are available for cancellation requests received more than 10 days from your receipt of content, or for research, lab, service or subscription fees, all of which are non-refundable. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.
Representations and Warranties. artPhotos makes the following representations and warranties.
Warranty of Non-Infringement. For all licensed content (excluding content marked “access only”), artPhotos warrants that your use of such content in accordance with this agreement and in the form delivered by artPhotos (that is, excluding any modifications, overlays or refocusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.
Additional Warranties for Certain Content.
RF: For licensed royalty-free content (excluding content marked “editorial”), artPhotos warrants that your use of such content in accordance with this agreement and in the form delivered by artPhotos (that is, excluding any modifications, overlays or refocusing done by you) will not infringe on any trademark or other intellectual property right, and will not violate any right of privacy or right of publicity.
RM: For licensed rights-managed and content where artPhotos specifically notifies you that a model and/or property release has been obtained, artPhotos warrants that your use of such content in accordance with this agreement and in the form delivered by artPhotos (that is, excluding any modifications, overlays or re-focusing done by you) will not, where a property release has been obtained, infringe on any trademark or other intellectual property right and/or will not, where a model release has been obtained, violate any right of privacy or right of publicity.
Warranty Disclaimer. Unless specifically warranted above, artPhotos does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as “editorial,” and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release. You are also solely responsible for payment of any amounts that may be due under, and in compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.
Caption/Metadata Disclaimer. While artPhotos has made reasonable efforts to correctly categorize, keyword, caption and title the content, artPhotos does not warrant the accuracy of such information, or of any metadata provided with the content.
No Other Warranties. Except as provided in this section above, the content is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. artPhotos does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.
Indemnification/Limitation of Liability.
Indemnification of artPhotos by you. You agree to defend, indemnify and hold harmless artPhotos and its parent, subsidiaries, affiliates and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with artPhotos ; and (iii) your failure to obtain any required release for your use of content.
Indemnification of you by artPhotos. Provided that you are not in breach of this or any other agreement with artPhotos , and as your sole and exclusive remedy for any breach of the warranties, artPhotos agrees to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by artPhotos of its warranties in Section 9 above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from artPhotos, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.
The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defence of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
Limitation of Liability. artPhotos WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF artPhotos HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.
Assignment. This agreement is personal to you and is not assignable by you without artPhotos’ prior written consent. artPhotos may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
Audit. Upon reasonable notice, you agree to provide to artPhotos sample copies of projects or end uses that contain licensed content, including by providing artPhotos with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, artPhotos may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to artPhotos of five per cent (5%) or more of the amount you should have paid, then in addition to paying artPhotos the amount of the underpayment and any other remedies to which artPhotos is entitled, you also agree to reimburse artPhotos for the costs of conducting the audit.
Electronic storage. You agree to retain the copyright symbol, the name of artPhotos , the content’s identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorised use by third parties. You may make one (1) copy of the content for back-up purposes.
Governing Law/Arbitration. This agreement will be governed by the laws of the Romania. The decision of the arbitrator shall be final and binding on the parties, and judgement may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defence on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, artPhotos shall 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 artPhotos, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by artPhotos and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.
Notice. All notices required to be sent to artPhotos under this agreement should be sent via email to artPhotosro@gmail.com. All notices to you will be sent via email to the email set out in your account.
Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value-added taxes, withholding taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.
Licensing Entity. The artPhotos licensing entity under this agreement is determined based on your billing address in accordance with the chart found here.
Both our One Time Use and Extended licenses permit you to use the purchased media in one project only. For use in multiple projects, additional licenses may be required. An exception to this rule is if an image is used in an editorial capacity with a duplicate article both in print and online; one license permits you to use the same image in both mediums.
- install and use the artPhotos Media in more than one location or post a copy of the artPhotos Media on a network server or web server for use by other users;
- sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the artPhotos Media or the rights granted under these terms;
- use any of the artPhotos Media as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
- use artPhotos Media identified as “Editorial Use Only”, for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement “Editorial Use Only” of artPhotos Media means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which you receive a fee from a third-party advertiser or sponsor);
- remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the artPhotos Media
- use the artPhotos Media in a fashion that is considered by us or under applicable law to be pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the artPhotos Media into disrepute;
- use the artPhotos Media in a way that places any person depicted in the artPhotos Media in a bad light or in a way that they may find offensive – this includes, but is not limited to, the use of images: a) in pornography, “adult videos” or the like; b) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; and c) uses that are defamatory, or contain otherwise unlawful, offensive or immoral content. You may not use artPhotos Media containing the likeness of a person if such use implies that the model engages in any immoral or illegal activity or suffers from a physical or mental infirmity, ailment or condition;
- use artPhotos Media in a manner that competes with our business including, but not limited to, displaying artPhotos Media in any format (including thumbnails) for download or Export on a website or offering artPhotos Media for sale;
- use the artPhotos Media for editorial purposes without including the following credit adjacent to the artPhotos Media or in audio/visual production credits: ‘©[our name]’;
- incorporate the artPhotos Media in any product that results in a re-distribution or re-use of the artPhotos Media or is otherwise made available in a manner such that a person can extract or access or reproduce the artPhotos Media as an electronic file;
- to the extent that source code is contained within the artPhotos Media, reverse engineer, decompile, or disassemble any part of such source code;
- use or display the artPhotos Media in an electronic format that enables it to be downloaded, Exported or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement; or
- use or display artPhotos Media in such a manner that gives the impression that the artPhotos Media were created by you or a person other than the copyright holder of the artPhotos Media.
Please note that by purchasing a license to use the media on this site from us, you acknowledge that no transfer of copyright exists, and you are purchasing a license to use the media as per the terms set out in this agreement.
For any uses not listed here, or for questions regarding our licensing please contact us.