1. LICENSE TERMS: Upon full payment of the agreed Sales and Licensing Fees and subject to the terms and conditions of this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, and worldwide right to use the Content in the highest available resolution for the agreed uses. This license is granted in perpetuity, unless otherwise agreed upon.
2. REGISTERED DELIVERY. Notwithstanding any other provision of this Agreement, certain creative content made available by FileProtected on behalf of our users and delivered through FileProtected’s “Registered Delivery Feature” may be subject to a custom licensing, sales or a work-for-hire agreement (“Custom Agreement”) to be negotiated and signed between the buyer (“Buyer”) and seller ("Seller") off-platform.
2.1 DELIVERED CONTENT. ("Delivered Content") is made available to you only upon the condition that you have signed a custom agreement, paid all fees and charges, including applicable taxes, associated with the Delivered Content set by the seller.
2.2 CONDITIONS BEFORE DOWNLOAD. By commencing a download of Delivered Content, the Buyer agrees to the following: No rights are transferred to the Buyer until full payment is received by the Seller. Use of the content before full payment is considered an infringement of the Seller’s intellectual property rights and a breach of this Agreement, potentially resulting in claims for damages and/or equitable relief.
2.3 POST-PAYMENT TERMS. Upon successful payment, you agree to be bound by the terms of the online licensing agreement presented by the Seller for standard licenses or by a separate custom licensing or sales agreement ("Custom Agreement") provided by the Seller for the Delivered Content, which shall specify the rights and limitations associated with the use of the Delivered Content. Failure to adhere to the terms of the applicable Agreement for Delivered Content may result in the revocation of any licenses granted and the possibility of legal action. The terms of the Custom Agreement, where applicable, shall supersede any conflicting terms in the main licensing agreement solely with respect to the Delivered Content covered by such Custom Agreement.
2.4 BUYERS RESPONSIBILITY: You must review and fully understand the terms of the relevant agreement before downloading or using the Delivered Content. By downloading, you demonstrate your irrevocable agreement to these terms.
3. LICENSE TYPES: Unless otherwise agreed in writing by both parties, the Licensor offers the Licensee five basic, mutually exclusive license choices:
3.1. PERSONAL USE LICENSE. The Licensor grants the Licensee a non-exclusive, non-transferable license to use the Content for personal, non-commercial use. The Licensee may use the Content in digital form on their personal devices or in print form for personal use, such as creating digital or physical photo albums, scrapbooks, or for other personal projects. The Content may not be used for any commercial purpose, including but not limited to advertising, selling products, or generating income. The Licensee may not share, distribute, or sell the Content in any form, including but not limited to sharing on social media, selling prints, or including in any products for sale. The Licensee must not modify, edit, or manipulate the Content in any manner that would harm the reputation of the Licensor or the Content. This License is non-transferable and non-sub-licensable, with exceptions outlined in the "Agency Restrictions" section (5). The Licensee must comply with all requirements and restrictions specified in this agreement and the "License Restrictions" section (3). If the Licensee has any questions or concerns regarding the use of the Content or the terms of this agreement, they should contact the Licensor directly. james@xponentialtech.com..
3.2. COMPANY USE LICENSE. The Licensor grants the Licensee a non-exclusive, perpetual, worldwide, non-transferable, and non-sublicensable license to use, reproduce, modify, and display the Content solely for the Licensee's internal company use purposes. No commercial or advertising rights have been granted. This license grants permission to use the Content in all forms of internal company uses, including but not limited to flyers, brochures, PowerPoint presentations, training materials, and other similar materials. Furthermore, the Licensee may use the Content on one website, social media site, blog, or mobile application, without restrictions on the number of views or impressions. This License is non-transferable and non-sub-licensable, with exceptions outlined in the "Agency Restrictions" section (5). The Licensee must comply with all requirements and restrictions specified in this agreement and the "License Restrictions" section (3). This license does not grant rights for Advertising, Editorial or Broadcast. If the Licensee has any questions or uncertainties regarding the use of the Content or the terms of this agreement, they should contact the Licensor directly at james@xponentialtech.com.
3.3. SOCIAL MEDIA LICENSE. The Licensor grants the Licensee a single-use, non-exclusive, perpetual, worldwide license to use, reproduce, modify, and display the Content solely for promoting a single product, person, or entity in a single social media post on a social media site, network, platform, website, blog, or mobile application (such as Facebook, X (Twitter), Instagram), with no limit on the number of views or impressions. Except as provided in the "Agency Restrictions" section (5), this license is non-transferable and non-sublicensable. The Licensee must comply with all requirements and restrictions specified in this agreement and the "License Restrictions" section (3). No editorial or broadcasting rights have been granted. If the Licensee has any questions or concerns regarding the use of the Content or the terms of this agreement, they should contact the Licensor directly at james@xponentialtech.com.
3.4. ADVERTISING LICENSE. The Licensor grants the Licensee the right to use the Content for a single use in one advertising, marketing, or promotional campaign. This license is non-exclusive, perpetual, worldwide, non-transferable, and non-sub-licensable (with exceptions outlined in the "Agency Restrictions" section 5), and grants the Licensee the right to use, reproduce, archive, modify, and display the Content across all forms of media, including print and electronic. This license covers advertising and promotional uses such as advertising, marketing, decoration, print ads, indoor and outdoor advertising displays, billboards, poster ads, e-books, flyers, newsletters, apps, social media posts, video, and TV commercials. The Licensee must comply with all requirements and restrictions specified in this agreement and the "License Restrictions" section (3) and ensure the Content is used according to the terms and conditions of the respective platform. This license does not grant any rights for the use of the Content for editorial or broadcast purposes. If the Licensee has any questions or concerns regarding the use of the Content or the terms of this agreement, they are encouraged to contact the Licensor directly at james@xponentialtech.com.
3.5. EDITORIAL LICENSE. The Licensor grants the Licensee the right to use the Content for editorial purposes only, which includes non-commercial, non-promotional, and informative purposes, under a non-exclusive, perpetual, worldwide, non-transferable, and non-sub-licensable license (with exceptions outlined in the "Agency Restrictions" section 5). The Licensee may use, reproduce, archive, modify, and display the Content for editorial purposes, including news articles, websites, blogs, books, magazines, and newspapers. The license allows for a one-time use of the Content, meaning it can be used only once within a specific context (such as a news story, blog post, or publication page), but that use can be distributed across multiple media channels. For example, if the editorial content was used to illustrate a printed article, it can be reused on a blog or social media as long as it is consistent with the context of the original printed article. Any additional use that deviates from the original context would require a separate license. The Licensee must clearly identify the source of the Content and include any copyright, trademark, or other proprietary notices required by the Licensor. Additionally, the Licensee must not modify, edit, or manipulate the Content in any manner that would harm the reputation of the Licensor or the Content. The Licensee is responsible for the consequences of their use of the Content and agrees to comply with any additional requirements specified in this agreement or in the "License Restrictions" in section 3, and in Editorial Restrictions, section 6. This License does not grant any rights for advertising or broadcast use. If the Licensee has any questions or concerns regarding the use of the Content or the terms of this agreement, they should contact the Licensor directly at james@xponentialtech.com.
3.6. BROADCAST RIGHTS. The Licensor grants the Licensee a non-exclusive, perpetual, worldwide, non-transferable, and non-sub-licensable broadcasting license (with exceptions outlined in Agency Restrictions, Section 5) to use the Content for one-time use in any and all forms of broadcast, including but not limited to television, documentaries, motion pictures, news, and TV shows. This License is limited to the original broadcast in its original form and includes any rebroadcasts but does not extend for use in another project. The Licensee must clearly identify the source of the Content and include any copyright, trademark, or other proprietary notices required by the Licensor. Additionally, the Licensee must not modify, edit, or manipulate the Content in any manner that would harm the reputation of the Licensor or the Content. The Licensee is responsible for the consequences of their use of the Content and agrees to comply with any additional requirements specified in this agreement or in "License Restrictions", Section 3. This License does not grant Editorial or Advertising rights. If the Licensee has any questions or uncertainties regarding the use of the Content or the terms of this agreement, they should contact the Licensor directly via james@xponentialtech.com.
4. LICENSE LIMITATIONS. The Licensee must comply with these restrictions to avoid breach of this agreement.
4.1. PRINTING AND AUDIENCE SIZE. he Licensee shall not, in the aggregate, (a) cause or allow the Content to be displayed on more than 500,000 printed materials, including copies of such materials; or (b) incorporate the Content into a live, recorded, or digital production if the estimated audience size exceeds 500,000 viewers. Please note that these restrictions apply to all uses of the Content by the Licensee, regardless of whether the Content is used in a single project or multiple projects. This restriction on audience size does not apply to Content displayed solely on websites, social media platforms, or mobile applications.
4.2. MERCHANDIZING RIGHTS. The Licensee may not incorporate the Licensed Content into merchandise for sale or distribution, including on-demand products such as using the image as an element of a product or its packaging, on-demand products, or art prints, without obtaining a separate license from the Licensor. This restriction applies to all forms of merchandise and commercial distribution, whether physical or digital. The Licensee must obtain a separate license from the Licensor for any merchandising or commercial use of the Content.
4.3. TEMPLATE USE RESTRICTIONS. The Licensee is prohibited from using, including, or incorporating the Content in any electronic or design template application, such as web design, presentations, or electronic greeting cards or business cards, without obtaining a separate license from the Licensor. This restriction applies to all forms of templates and template-based products, whether offered for sale or for free distribution. The Licensee must obtain a separate license for any use of the Content in a template or template-based product.
4.4. STAND-ALONE IMAGE FILES. The Content may not be used, reproduced, distributed, or displayed as a stand-alone image file with a press release or any other distribution method without obtaining a separate license from the Licensor. The Content must be used in context, as part of a larger design or project, and not as a separate entity.
4.5. INTELLECTUAL PROPERTY RIGHTS. You acknowledge that by virtue of this agreement, you obtain no Intellectual Property rights in the Licensed Content and that all Intellectual Property Rights in the Content shall at all times be and remain the property of the Licensor. The Licensee agrees to respect and not infringe upon the Licensor's Intellectual Property rights in the Content.
5. RESTRICTED USE.
5.1. The Licensee cannot use the Content in any manner not explicitly permitted in these License Terms.
5.2. The Licensee may not use the Content in any manner that is illegal, offensive, defamatory, racist, or pornographic or in violation of any applicable laws, regulations, and industry codes. The Licensee may not use the Content in a way that would reasonably be considered unfavourable, embarrassing, or controversial, such as in fake news stories, deep fakes, dating agencies, political parties, sexually transmitted diseases, mental illness, etc. If the Content features models or property in such contexts, the Licensee must clearly state that the Content is being used for illustration purposes only and that the depicted person is a model. The Licensee must comply with all restrictions specified in this agreement and the "License Restrictions" section (3). The Licensee shall not provide third parties with access to the Content, including in the form of a stand-alone digital file.
5.3. The Licensee shall not register, or apply to register, a trademark, design mark, service mark, sound mark, or trade name that uses any Licensed Content (in whole or in part) or claim ownership rights in an attempt to prevent any third party from using the Licensed Content. The Licensee acknowledges that all Intellectual Property Rights in the Content shall at all times be and remain the property of the Licensor, as stated in the "Intellectual Property Rights" section of this agreement.
5.4. Unless expressly permitted by the Licensor, the Licensee may not use the Content (including any caption information, keywords, or other metadata associated with Content) for machine learning and artificial intelligence purposes or technologies designed or intended for the identification of natural persons.
5.5. The Licensor grants a multi-seat license to legal entities, such as companies or organizations, which allows multiple individuals within the entity who agree to abide by the License Terms to use the Content for the purposes of the entity. However, if the License is acquired by an individual, it is limited to single-seat use, meaning that only the individual who acquired the License may use the Content.
5.6. The Licensee is prohibited from re-selling, transferring, or granting sub-licenses to the Content to any third party, individual, or entity, except as outlined in the "Agency Restrictions" section 6 of this agreement.
6. AGENCY RESTRICTIONS. If the Licensee is an advertising, creative, design, branding, or communication agency, or any other entity ("Agency"), and they acquire the License on behalf of a customer ("End Client"), the Agency is authorized to transfer the licensed rights to the End Client with the following conditions:
6.1. The End Client's legal name must be communicated to the Licensor.
6.2. The Licensee is not allowed to charge the End Client more than the License Fee paid to the Licensor.
6.3. The Agency must inform the End Client of the License Terms and ensure that the End Client agrees to and complies with all applicable terms, restrictions, and conditions set forth in this agreement.
6.4. The Agency is not permitted to use the Content for its own purposes or for any other customers. The Agency acknowledges that it must obtain a separate license for each additional customer.
7. EDITORIAL RESTRICTIONS: The use of Editorial Content is subject to the following restrictions:
7.1. Licensee must only utilize Editorial Content in a manner that preserves their editorial context and meaning and in relation to events or topics that are of public interest or newsworthy.
7.2. Editorial Content may not be used for any commercial purpose, including but not limited to promotional, endorsement, advertorial, or merchandising activities and must not be incorporated into non-fungible tokens or similar technologies for the sale of digital assets.
7.3. Any modification to Editorial Content must be minimal, limited to adjustments for technical quality or slight cropping or resizing, and should not distort the editorial integrity of the Content.
7.4. It is the Licensee's sole responsibility to obtain any required permissions or releases from the relevant rights holders. Licensor is not responsible for any misuse of the Content Licensed as "Editorial Use”.
7.5. For any commercial use of Editorial Content, the Licensee must first obtain a license directly from the Licensor and secure any necessary additional permissions.
7.6. The Licensor warrants that the Content Licensed as "Editorial" will not infringe on any copyright or moral right of the artist. However, the Licensor does not grant any rights or make any warranties regarding the use of names, people, trademarks, trade dress, logos, registered or unregistered designs, works of art or architecture depicted in the Content. The Licensee is solely responsible for determining whether release(s) are required for their proposed use of the Content designated as "editorial use only" and for obtaining such release(s). The Licensee acknowledges that no releases are typically obtained for editorial use, only Content and that some jurisdictions provide legal protection against the use of a person's image, likeness, or property for commercial purposes without their consent. It is the responsibility of the Licensee to ensure compliance with all applicable laws and regulations.
8. CREDITS. For Editorial uses, the Licensee must give credit to the content creator as specified by the Licensor (e.g., Name of Creator, Licensor, or web link). Credit is not required for commercial uses but is appreciated if customary in the industry. By providing proper credit, the Licensee acknowledges the creator's contribution and respects their intellectual property rights.
9. THIRD PARTY CLAIMS. In the event of any third-party claim related to the use of the Content, the Licensee must immediately provide written notice to the Licensor at james@xponentialtech.com. The Licensee must take all reasonable actions to minimize potential damages and expenses and to cooperate with the Licensor. The Licensor shall not be responsible for any legal fees or other costs incurred before receiving such notice from the Licensee.
10. LICENSE REVOCATION. The Licensor reserves the right to revoke the License for any Content that is claimed to infringe the rights of a third party. Upon receiving such notice, the Licensee, as well as any end client, if applicable, must immediately cease using the Content, delete all copies, and ensure that the end client also follows this requirement. The Licensor will provide a substitute Content to the Licensee at no additional cost.
11. LICENSEE WARRANTIES. The Licensee represents and warrants that they have the full right, power, and authority to enter into this license agreement and to use the Content in accordance with its terms. The Licensee further represents and warrants that they have obtained all necessary permissions and releases for the use of any third-party content, names, logos, trademarks, trade dress, or other intellectual property appearing in the Content, if applicable. The Licensee represents and warrants that their use of the Content will not infringe the intellectual property rights of any third party and will comply with all applicable laws and regulations. If the Licensee is acting as an agency, they represent and warrant that they have the authority to bind the End Client to comply with the terms of this license agreement. The Licensee agrees to indemnify, defend, and hold harmless the Licensor and its affiliates against any claims, damages, liabilities, and expenses arising from the unauthorized use of the Content or any violation of this license agreement by the Licensee or the End Client.
12. LICENSOR WARRANTY.
12.1. The Licensor warrants that they have the legal authority to grant the rights of use for the Content licensed to the Licensee. However, the Licensor does not grant any rights to persons, places, property, or subject matter depicted in the Content, which may be subject to their own intellectual property rights such as copyrights, trademarks, rights of publicity, moral rights, property rights, or other rights belonging to third parties, unless explicitly provided by the Licensor in this agreement or in a separate agreement. The Licensee is solely responsible for obtaining any necessary releases or permissions for the use of such rights, and the Licensor is not liable for any third-party claims resulting from the Licensee's use of the Content. The Licensor makes no representation or warranty regarding the accuracy of any information provided with the Content.
12.2. The Licensee is solely responsible for determining whether their use of the Content requires the consent of any third party or the licensing of any additional rights and should not solely rely on the information provided by the Licensor. If the Licensee is unsure whether additional rights are needed for their use, they are responsible for consulting with competent legal advisors. Any license granted by the Licensor is subject to the Licensee obtaining all necessary third-party rights, releases, and permissions, and the Licensee agrees to provide the Licensor with proof of such releases and permissions upon request.
13. INDEMNIFICATION. The Licensee will indemnify, keep indemnified, and hold harmless the Licensor, its clients, and their respective parents, subsidiaries, successors, assigns, and all employees and agents thereof against any and all claims, damages, losses, expenses or costs, including but not limited to any reasonable legal costs, arising in any manner whatsoever from: (i) the Licensee's unauthorized use or allegedly unauthorized use of any Content; (ii) any third-party claim in relation to the Licensee's failure to secure any necessary releases; or (iii) any other breach by the Licensee of any of their obligations under this Agreement. The terms of this Clause 13 will survive the expiration or earlier termination of this Agreement.
14. FILEPROTECTED INDEMNIFICATION. The Licensor and Licensee acknowledge that the Content available for licensing and downloaded from FileProtected.com is provided by the Licensor and not by FileProtected, which serves only as a platform connecting Licensors and Licensees. The transaction and agreement for licensing the Content are solely between the Licensor and Licensee. FileProtected shall not be held liable for any disputes or issues arising from the use of the Content. Neither FileProtected nor its affiliates will be liable for any lost profits, punitive, special, indirect, consequential, incidental, or other similar damages. The Licensor and Licensee are solely responsible for complying with all applicable laws and regulations related to the use of the Content.
15. LIABILITY.
15.1. In the event of financial damages due to negligence, Licensor's liability shall be restricted to the extent the damages are foreseeable at the time of the license purchase. In no event will the Licensor be liable for any lost profits, punitive, special, indirect, consequential, incidental or other similar damages. Furthermore, Licensor expressly disclaims any liability for merchantability, fitness for a particular purpose and or accuracy of Content information (e.g. captions, location tags, keywords). Licensor is not liable for any loss or damage suffered by the Licensee, End Client or any third party arising from any alleged or actual technical defect of any licensed Content
15.2. The Licensor shall not be held liable for any direct loss suffered by the Licensee arising from this agreement, whether in contract or in tort. The Licensor's maximum aggregate liability to the Licensee shall not exceed three times the total amount of the License Fee paid by the Licensee. Regardless of the number of claims made or the basis of such claims, the Licensor's liability shall be limited as set forth above.
16. TERMINATION. If the Licensee (or End Client, if the Licensee is acting as an agency) breaches any of these License Terms, the Licensor may immediately terminate the License, and all rights granted herein will immediately revert back to the Licensor. Upon termination, the Licensee must cease using the Content, delete it from all storage media and databases, and inform and instruct the End Client to do the same, if applicable. The termination of the License does not affect any legal rights or remedies available under applicable laws.
17. MISCENLLANEOUS
17.1. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or waived only with the written consent of both parties.
17.2. ENTIRE AGREEMENT. This Agreement, including any Exhibits or attachments hereto, constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements, whether oral or written, with respect to the subject matter hereof.
17.3. NOTICES. Any notice required or permitted by this Agreement shall be in writing and will be deemed sufficient upon receipt when delivered personally, by courier, overnight delivery service, email, or confirmed facsimile. Notice will be deemed received 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid if addressed to the party to be notified at such party's address, email address, or facsimile number as set forth below, or as subsequently modified by written notice.
17.4. REFUNDS. The Licensor does not provide refunds for downloaded files, except in cases of technical issues with the file, which will be considered at the Licensor's discretion.
17.5. TAXES. The Licensee is responsible for paying and handling any taxes, including sales, use, value-added, and duties, imposed by any jurisdiction as a result of their License or use of the licensed Content. The Licensee agrees to comply with all applicable tax regulations and requirements.
17.6 DATA PROTECTION AND PRIVACY. FileProtected will process any personal data in accordance with its Privacy Policy and applicable data protection laws."
17.7. CHOICE OF LAW. The validity, interpretation, construction, and performance of this Agreement will be governed by the laws of the United States of America and the State of Delaware, without giving effect to the principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The License, any Download of Content, and access to and use of the website, as well as the entering into this Agreement, will be deemed to take place in the United States. The Licensee hereby waives any objection to the venue or the inconvenience of the forum of any such court, or the right to trial by jury to resolve any such dispute. The parties hereby consent to the jurisdiction of such courts.
17.8. SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision will be excluded from this Agreement, (ii) the balance of the Agreement will be interpreted as if such provision were so excluded, and (iii) the balance of the Agreement will be enforceable in accordance with its terms.
17.9. COUNTERPARTS. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
17.10. ARBITRATION. Any dispute or claim arising out of or in connection with any provision of this Agreement will be finally settled by binding arbitration in Los Angeles, California, in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator will apply Delaware law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief or to compel arbitration in accordance with this paragraph without breach of this arbitration provision.
17.11 MODIFICATION OF TERMS: FileProtected reserves the right, at its sole discretion, to modify or replace any part of this Agreement at any time, provided that a notice of any such change is given at least 30 days prior to the effective date.
17.12. Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
