Content License Agreement - dejavusnapshot

P&S JOINT VENTURES LLC CONTENT LICENSE AGREEMENT

LAST UPDATED: March 2018


This is a license agreement between you and P&S Joint Ventures LLC that explains how you can use photos (individually and collectively, “content”) that you license from P&S Joint Ventures LLC via DejaVuSnapshots.com. By downloading content from P&S Joint Ventures LLC and DejaVuSnapshots.com, you accept the terms of this agreement.


1. What type of license does P&S Joint Ventures LLC offer? P&S Joint Ventures LLC offers a royalty-free license model. 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.


2. 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 P&S Joint Ventures LLC are:

Royalty-Free, meaning there is no recurring licensing payment due after the full payment has been made. 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-Commercial, meaning you may not use content for any commercial, promotional, advertorial, endorsement, advertising, or merchandising purpose. The content being licensed is not model or property released and, as such, is prohibited from being used in a commercial manner. Non-Exclusive, meaning that you do not have exclusive rights to use the content. P&S Joint Ventures LLC can license the same content to other customers. If you would like exclusive rights to use royalty-free content, please contact P&S Joint Ventures LLC to discuss a buy-out.

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.


3. Restricted Uses.

a. No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner, or 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.

b. No Commercial Use. Unless additional rights are specified on the P&S Joint Ventures LLC invoice or sales order, or granted pursuant to a separate license agreement, you may not use content for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of 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 public interest.

c. No Alteration of Content. Content may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the content is not compromised, but you may not otherwise alter the content.

d. 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).

e. 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 editorial-licensed content that is used in a non-misleading editorial manner.

f. 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.

g. No “On Demand” Products. 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, as well as sites such as zazzle.com and cafepress.com).

h. No Electronic Templates. 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).

i. No Use in Trademark or Logo. You may not use content as part of a trademark, design mark, trade name, business name, service mark, or logo.


4. Who, besides me, can use the licensed content? The rights granted to you are non-transferable and not permitted for sublicensing, meaning that you cannot transfer or sublicense them to anyone else. There are two exceptions:

a. 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. In other words, if you purchase an image, only one of you (and not both) may re-use that image for multiple projects.

b. Subcontractors. You may allow subcontractors (for example, your printer or mailing house) or distributors to use content in any production or distribution process related to your final project or end use. These subcontractors and distributors must agree to be bound by the terms of this agreement and may not use the content for any other purpose.


5. Intellectual Property Rights.

a. Who owns the content? All of the licensed content is owned by P&S Joint Ventures LLC. All rights not expressly granted in this agreement are reserved by P&S Joint Ventures LLC. You may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the licensed content.

b. Attribution. You do not need to include a photo credit for personal use, but if you are using content for editorial purposes, you must include the following credit adjacent to the content or in production credits: “DejaVuSnapshots.com/P&S Joint Ventures LLC”.


6. Warranties. P&S Joint Ventures LLC makes the following warranties:

a. Warranty Disclaimer. P&S Joint Ventures LLC does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, 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 editorial-licensed content, 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 compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.

b. Caption Disclaimer. While P&S Joint Ventures LLC has made reasonable efforts to correctly categorize, keyword, caption and title the content, P&S Joint Ventures LLC does not warrant the accuracy of such information, or of any metadata provided with the content.

c. 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. P&S Joint Ventures LLC 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.


7. Indemnification/Limitation of Liability.

a. Indemnification of P&S Joint Ventures LLC by you. You agree to defend, indemnify and hold harmless P&S Joint Ventures LLC and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective members, 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 P&S Joint Ventures LLC; and (iii) your failure to obtain any required release for your use of content.

b. Indemnification of you by P&S Joint Ventures LLC. Provided that you are not in breach of this or any other agreement with P&S Joint Ventures LLC, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 6 above, P&S Joint Ventures LLC agrees, subject to the terms of this Section 7, 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 P&S Joint Ventures LLC of its warranties in Section 6 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 P&S Joint Ventures LLC, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.

c. 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 defense 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.

d. Limitation of Liability. P&S JOINT VENTURES LLC 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 P&S JOINT VENTURES LLC 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.


8. General Provisions.

a. Assignment. This agreement is personal to you and is not assignable by you without P&S Joint Ventures LLC’ prior written consent. P&S Joint Ventures LLC 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.

b. Electronic storage. You agree to maintain appropriate security to protect the content from unauthorized use by third parties. You may make one (1) copy of the content for back-up purposes.

c. Governing Law. This agreement will be governed by the laws of the State of Missouri, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled in the small claims courts of St. Charles County, Missouri, U.S.A. The decision of the court shall be final and binding on the parties, and judgment may be entered on the award and enforced by the court. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, P&S Joint Ventures LLC 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 P&S Joint Ventures LLC, 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 court proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.

d. 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.

e. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

f. 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 P&S Joint Ventures LLC 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.

g. Notice. All notices required to be sent to P&S Joint Ventures LLC under this agreement should be sent via email to dejavusnapshots@gmail.com. All notices to you will be sent via email to the email set out in your account.

h. 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.