License Agreement
This is a legal agreement ("Agreement") between you, as the Licensee (defined below), and the Licensor (defined below). This Agreement applies to digital download of Licensed Material (defined below).
This Agreement is governed by the terms of the Terms of Service agreement and all capitalized terms used in this License Agreement without definition shall have the meanings given to them in the Terms of Service agreement.
1. Definitions
In this Agreement, the following definitions apply:
1.1. "Intellectual Property" copyright, trademark, trade dress, patent, industrial design, trade secret, right to publicity, right to privacy or any other proprietary right.
1.2. "Licensed Material" means any assets hosted, or any one or group of digital files, compiled and packaged, on the Services, as represented by still image, as well as any film or video footage, audio product or visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any other product protected by copyright, trademark, patent or other Intellectual Property rights, which is licensed to Licensee under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
1.3. "Licensee" or “You,” whether capitalized in this Agreement or not, means the person or entity purchasing a License hereunder. For legal entities, “Licensee” and “You” include any entity that controls, is controlled by, or is under common control with you, where “control” means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.
1.4. "Licensee Work" means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.
1.5. “Licensor” means the user of the Services who has made the Licensed Material available on the Services. You acknowledge and agree that you are licensing the Licensed Material from Licensor, not from Razzl, and that Razzl has no obligation to support or maintain the Licensed Material.
1.6. "Reproduction" and "Reproduce" mean any form of copying, performance, display, distribution, or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
1.7. "Razzl" means Razzl LLC, its parents, affiliates, subsidiaries, co-venturers and licensed affiliates.
1.8. "Services" and “Service” means the Razzl’s websites, services, applications, products and content, and all other of Razzl’s Intellectual Property.
2. Grant of Rights and Restrictions Subject to the Terms of this Agreement
2.1 Free of Charge Licensed Material
2.1.a Licensor grants to Licensee a nonexclusive, non-sublicensable, nontransferable, worldwide, revocable, license to use Licensed Material for Licensee’s private, personal, non-commercial use only, solely to the extent explicitly stated in this Agreement, and subject to Licensee’s full and complete compliance with this Agreement (“Free License”).
2.1.b. As a condition of your continued rights as a Licensee under the Free License, you agree not to (a) sublicense, sell, assign or otherwise transfer, or attempt to do so, all or part of your rights under the Agreement; (b) sell, sublicense, distribute, publish, share, lend, donate, exchange the Licensed Material, including any adaptations, modifications, or copies of the Licensed Material; (c) violate any Intellectual Property rights or other applicable regulations, laws or industry codes while exercising your rights hereunder.
2.2. Fee-Based Licensed Material
2.2.a Licensor grants to Licensee a nonexclusive, non-sublicensable, nontransferable, worldwide, revocable, royalty-free, paid license to Reproduce the Licensed Material, solely to the extent explicitly stated in this Agreement, and subject to Licensee’s full and complete compliance with this Agreement and payment in full of any fees for purchasing the Licensed Material (“Paid License”). Licensee is granted this Paid License to the Licensed Material on a royalty-free basis. A royalty-free license means that the rights granted under this Agreement are granted "royalty-free," meaning that you make a one-time payment and there are no future payments, royalties, fees, costs or expenses that are required or imposed upon you for the use of the Licensed Material.
2.2.b As a condition of your continued rights as a Licensee under the Paid License, you agree not to (a) sublicense, sell, assign or otherwise transfer, or attempt to do so, all or part of your rights under the Agreement; (b) sell, license, distribute or otherwise make available the Licensed Material as a stand-alone file (or group of files) or in a way that allows third parties to use, download, extract or access the Licensed Material as a stand-alone file (or group of files); (c) distribute the Licensee Work if (i) it is so similar to the original Licensed Material incorporated therein that the Licensee Work cannot qualify as an original work of authorship or (ii) the primary value of the Licensed Work lies with the Licensed Material itself; (d) violate any Intellectual Property rights or other applicable regulations, laws or industry codes while exercising your rights hereunder; (e) create pornographic, defamatory or otherwise unlawful material incorporating the Licensed Material, whether directly or in context or juxtaposition with other material or subject matter; (f) directly or indirectly promote alcoholic beverages, tobacco, gambling, weapons or explosives with the Licensed Material; (g) incorporate the Licensed Material into a logo, corporate name, trademark, service mark or other indicia of source; (h) make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a stand-alone file (or group of files); or (i) falsely represent, expressly or impliedly, that you are the original creator of a visual or auditory work that derives a substantial part of its artistic components from the Licensed Material.
2.3. Licensee shall post terms and conditions on its permitted websites that prohibit, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file (or group of files).
2.4. If the Licensed Material is used on any social media platform or other third-party website, (i) any rights granted by this Agreement to Licensee shall automatically be revoked in the event that the third-party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement, and (ii) in such event, upon request, Licensee shall remove any Licensed Material from such platform or website.
3. Intellectual Property
3.1. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the Free License or Paid License contained in this Agreement. Except as expressly stated in this Agreement, Licensee is not granted any right or license, express or implied, to the Licensed Material.
3.2. Notice of Violations. Licensee will immediately notify Licensor and Razzl if Licensee becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any Intellectual Property rights of a third party or applicable law.
4. Releases
Licensor does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos or registered, unregistered or copyrighted audio, designs or works of art depicted in any Licensed Material. Licensee shall be solely responsible for determining whether release(s), consent(s) or authorization(s) is/are required in connection with any proposed use of Licensed Material, and Licensee shall be solely responsible for obtaining all required or necessary release(s), consent(s) or authorization(s).
5. Warranty and Limitation of Liability
THE LICENSED MATERIALS ARE PROVIDED ON AN “AS-IS” BASIS, “WITH ALL FAULTS” AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND; RAZZL MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING LICENSOR’S RIGHT OR AUTHORITY TO GRANT ANY RIGHTS IN OR TO ANY LICENSED MATERIAL OR LICENSEE’S RIGHT OR AUTHORITY TO USE AN LICENSED MATERIAL HEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, RAZZL AND LICENSOR DISCLAIM, AND YOU WAIVE, ALL WARRANTIES CONDITIONS, COMMON LAW DUTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, ORAL OR WRITTEN, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE IN TRADE, AUTHORITY, NON-INTERFERENCE WITH YOUR ENJOYMENT, ACCURACY, COMPLETENESS, REASONABLE CARE, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE OR VIRUSES OR FITNESS FOR A PARTICULAR PURPOSE. RAZZL AND LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. RAZZL AND LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK. FOR CLARITY, IN NO EVENT SHALL RAZZL HAVE ANY AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE NON-BREACHING PARTY'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
6. Indemnification
Licensee shall defend, indemnify and hold harmless Licensor, Razzl and their respective officers, directors, agents, contractors, representatives and employees from any and all losses, damages, liabilities, court costs and expenses (including attorneys' fees, costs and expert witnesses’ fees), arising out of or as a result of a claim, suit, demand or action relating to or arising from: (i) Licensee's exercise of its rights hereunder; (ii) any actual or alleged breach by Licensee of this Agreement; (iii) Licensee's failure to obtain any required release; or (iv) Licensee’s negligence or willful misconduct.
7. Condition of Licensed Material
Because the Licensed Material is not represented or warranted to be accurate, complete, reliable or free of errors, defects or harmful components, Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before downloading or using any Licensed Material for Reproduction. Without prejudice to Section 5 above, Razzl and Licensor shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material, its caption or in any way from its Reproduction.
8. No Cancellation by Licensee
All purchases are final upon receipt by Licensee of an email confirming the order. Except as expressly set forth in this Agreement, Licensee shall have no cancellation or termination rights with respect to any License granted under the terms of the Agreement. In the event of a reversal ("Reversal") of any payment made in connection with the Licensed Material, Licensee’s rights to use the Licensed Material shall be deemed an Unauthorized Use pursuant to Section 9 hereinbelow.
9. Unauthorized Use and Termination
Any use of Licensed Material in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. Licensor has the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; and (ii) destroy or, upon request, return the Licensed Material and, in the case of termination for cause, the Licensee Work in the possession or control of Licensee.
10. Electronic Storage
For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Licensor, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee may not make additional high-resolution copies of the Licensed Material.
11. Governing Law/Arbitration
You agree that this Agreement will be deemed to have been made and executed in the State of California, U.S.A., and any dispute will be resolved in accordance with the laws of California. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in a federal or state court of competent jurisdiction located in California. You waive any claim of inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement. You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Licensed Material or this Agreement. You also agree not to seek to combine any action or arbitration related to the Licensed Material or this Agreement with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.
12. Severability
If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
13. Waiver
No action of Razzl or Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Razzl or Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by Razzl or Licensor of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
14. Integration
This Agreement contains all the terms of the license agreement. No terms or conditions may be added or deleted. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.
15. Razzl Is Not Involved
You acknowledge and agree that: (a) Razzl is only a provider of the Razzl Services where you purchased the Licensed Materials, and does not provide or exercise any control or oversight over Licensor or the Licensed Materials, and is not responsible for Licensor or the Licensed Materials or any shortcomings in them, including any damages, losses or legal issues caused by Licensor or the Licensed Materials; (b) this Agreement (and any dispute under it) is an agreement between you and Licensor only, and not with Razzl, and this Agreement does not grant any rights with respect to Razzl or impose any obligation on Razzl; (c) Licensor is not Razzl’s employee, agent or subcontractor; (d) Razzl does not have any obligation to attempt to resolve any dispute between you and Licensor; and (e) Licensor (and not Razzl) is solely responsible for the Licensed Material, and Razzl has no obligation or liability to you with respect to the Licensed Material. You acknowledge and agree that Razzl is an intended third-party beneficiary of this Agreement and therefore will be entitled to directly enforce and rely upon any provision in this Agreement that confers a benefit on, or rights in favor of, Licensor or Razzl.
16. Assignment
Licensor may assign this Agreement without notice to you. You may not assign this Agreement or any of your rights under it without Licensor’s prior written consent, which may be unreasonably withheld, conditioned or delayed. This Agreement will inure to the benefit of and be binding upon the parties and their heirs, executors, administrators, legal representatives, lawful successors and permitted assigns.
