Licensor
License Terms

January 2022

The following License Terms shall apply to all licenses granted by Andy Rosen (“Licensor”) location not set to a License purchaser (“Buyer”) with regard to images (“Image”). All uses of an Image must comply with these License Terms. Any terms and conditions of the Buyer shall not apply and are deemed invalid.

1. GRANT OF RIGHTS. Upon full payment of the License Fee, Content Creator grants the Buyer the non-exclusive, non-transferable and non-sub licensable right to use the Image (as identified on the respective invoice) in accordance with these License Terms for the applicable license type (“License”) as follows:

1. Social Media

• 800px @ 72 DPI

• One time use only

• Worldwide

• Limited to non-commercial uses

• Use for posts in social media networks and platforms except TV/video; i.e. any online communications channels dedicated to community-based input, interaction, content-sharing and collaboration such as Facebook, Twitter, Instagram, Google+ and Tumblr, but not YouTube, Vimeo, MyVideo etc.

• To edit the Image (e.g. crop, adapt color)

2. Social Media Business

• 800px @ 72 DPI

• One time use only

• Worldwide

• Limited to non-commercial uses 

• Use for posts in social media networks and platforms except TV/video; i.e. any online communications channels dedicated to community-based input, interaction, content-sharing and collaboration such as Facebook, Twitter, Instagram, Google+ and Tumblr, but not YouTube, Vimeo, MyVideo etc.

• To edit the Image (e.g. crop, adapt color)

(b) Web License

• Full size @ 300dpi

• One time use only

• Worldwide

• Limited to non-commercial uses 

• All usage rights included in the Social Media License

• Use in the web, e.g. use on any website, as well as digital advertisements, but no broadcasting rights and/or film production rights.

• Presentations

• To edit the Image (e.g. crop, adapt color)
  

(c) Editorial use only

• Full size @ 300dpi

• One time use only

• Worldwide

• Limited to non-commercial uses 

• To edit the Image (e.g. crop, adapt color)

• Use the Image in print publications (limited to 500,000 copies)

1. RESTRICTEDUSE.

The Buyer may not:

1. use the Image in any other way or form than expressly set forth in the License for the applicable license type;

1. resell, redistribute or sublicense the Image and/or to transfer the License to any third party and/or to share with or provide any third party access to (including as a digital file) the Image;

2. use the Image in connection with content that is illegal, offensive, defamatory, racist, pornographic, youth protection law- infringing or glorifies violence;

3. use the Image in any other manner that affects the integrity or original context of the Image; this applies in particular with regards to the persons depicted in the Image;

5. include the Image, in whole or in part, in a logo, trademark, service mark, corporate ID or other indication of origin; or

6. falsely represent (expressly or by way of reasonable implication) the true copyright owner(s) or the author(s) of the Image.

In case of sensitive uses as e.g. the depiction of persons or objects in a context which a reasonable person would likely consider as unfavorable, embarrassing or unduly controversial (e.g. sexually transmitted diseases, mental illness, fake stories, dating agencies etc.) the Buyer must prominently indicate that the Image is used for illustrative purposes and that depicted person is a model.

EDITORIAL USE ONLY. If an Image is marked as “Editorial Use Only”, the Licensee may not use the Image for any commercial purposes and may not edit the Image. In such cases, no releases are available for the Image and the Licensee acknowledges and agrees that it is solely responsible for obtaining any and all necessary permissions from the respective right holders. Licensor is not liable for uses of an Image that is marked with “Editorial Use Only”.

CREDITS. Buyer shall accord the creator of the work a credit in the customary manner and extent.The Licensee shall attribute a photo credit to the Licensor if such credit is customary in the industry (e.g. print publications) and in case of editorial uses: “Name of Content Creator”. With regard to other commercial uses, the Licensee does not need to include a credit.

1. MULTI-SEAT USE. If the License is acquired by a legal entity such as a company or organization, multi-seat use is included. This means that in a company or organization, multiple persons - namely employees or anyone who agrees to abide by these License Terms - may use the Image for the purposes of the company/organization. If the License is acquired by a natural person, the License is limited to a single-seat use, which means that only the Buyer can use the Image.

1. AGENCIES. If the Buyer is an advertising agency, communication or branding agency (“Agency”), who acquires the License for the use by its customer, the Agency is entitled to forward the licensed rights to its customer, subject to the following conditions:

1. the name and contact of the customer must be communicated to Content Creator,

2. the Agency shall be prohibited to charge its customer more than the License Fee paid to Content Creator,

1. the Agency is liable with regard to any violations of these license terms by its customer and will indemnify and hold harmless Content Creator against any and all claims, damages, liabilities and expenses arising out of any unauthorized use of the Image or any other breach of these License Terms by its customer; and

2. the Agency may not use the Image for its own purposes or for any other customer. The Agency expressly acknowledges and agrees that it must acquire a new license for each additional customer.

6. LICENSE FEE AND TAXES. The License Fee payable for acquiring the License is indicated in the buying process. Value-added tax will be calculated at checkout based on your country and account type. The Buyer is responsible for payment of any applicable taxes associated with the Image. This is a royalty-free license, which means the Buyer pays a one-time License Fee and no further royalties have to be paid, unless the Buyer wants to use the Image in a different context, for a different purpose or needs to upgrade the License to a higher license type. In this case, the Buyer needs to acquire a new license.

6. LICENSEE’S GUARANTEES. The Buyer represents and warrants to have the full power and legal capacity to enter into the License Agreement with regard to the respective Image and to use the Image in accordance with these License Terms.

7. WARRANTIES. The Licensor warrants that:

1. they possess the legal right to grant any rights of use in the images they make available on FileProtected;

4. The rights granted to you do not include a license to any persons, places, property, or subject matter depicted in an image, which may be subject to in its own right to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to third persons. You shall assume that no model or property releases, or other releases or licenses exist in connection with any of the Images unless specifically stated in this agreement or a separate document.

5. It does grant you any rights including copyright, trademarks, or rights of publicity belonging to any person, place, property, or subject matter depicted in any Image. Further, Licensor makes no representation or warranty as to the accuracy of any information provided with the Images. You are solely responsible for determining whether your use of any Image requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by the Content Creator. If you are unsure whether additional rights are needed for your use, you are responsible for consulting with competent legal advisors. Any license granted by Licensor is conditioned upon your obtaining all necessary third-party rights, releases and permissions. You agree to provide Licensor with proof of such releases and permissions upon request.

6. The Buyer acknowledges that the Images downloaded on FileProtected.com are provided by platform users and that FileProtected Inc has no capacity to verify the copyright assertion of its users.

9. INDEMNIFICATION. Subject to the provisions of section 10, and provided that the Buyer has used in accordance with these License Terms, in Content Creator agrees to indemnify and defend Buyer from damages, including reasonable legal expenses (third party costs only), arising out of or in connection withLicensor breach of its warranties set forth in section 8 above.

1. LIABILITY. Content Creator is not liable: In the event of financial damages due to Licensor negligence, Licensor liability shall be restricted to the extent the damages are foreseeable. In no event Content Creator shall be liable for any lost profits, punitive, special, indirect, consequential, incidental or other similar damages.

11. REVOCATION OF A LICENSE. Licensor may revoke a License at any time, if Licensor becomes aware that an Image infringes third party rights. Licensor will notice the Buyer and Buyer shall cease to use the respective Image and delete or destroy any copies without undue delay. Licensor will provide Buyer with a replacement image free of charge. Buyer shall be obliged to promptly inform Licensor at [Email Address] in case of any third party claim with respect to the use of any Image and shall take all reasonable actions to minimize potential damages and expenses.

1. TERMINATION. In case of a payment default or breach of these License Terms by the Buyer, the License will terminate automatically, and all rights granted will cease immediately without notice and revert to Content Creator. Upon termination, Buyer must immediately stop using the Image, delete the Image from all premises and databases, and inform and oblige its customers accordingly. All statutory rights under the applicable law shall remain unaffected.

11. JURISDICTION. This Agreement shall be governed by the laws of the [Country] [Region/State] and shall have exclusive jurisdiction.Should any clause in this Agreement be rendered wholly or partially invalid, ineffectual, or not enforceable, the remaining clauses shall remain valid and effective.