OUR STANDARD SIMPLE LICENSE

Grant of License.

 

  1. We hereby grant you a non-exclusive, worldwide, perpetual right and license (the "License") on the terms and subject to the conditions and limitations set out in this Agreement, to, an unlimited number of times: (i) directly or indirectly create Works for Distribution incorporating the Content, (ii) use, copy, modify, manipulate, couple, synchronise, publish, publicly display and perform, transmit, broadcast, telecast and distribute the Content within such Works For Distributions, (iii) permit third parties to do the foregoing subject to the conditions and limitations set out in this Agreement, and (iv) use the Content Information internally to facilitate the foregoing with regard to Content obtained from us.

  2. The License is non-transferable. The term "non-transferable" as used herein means that except as specifically provided herein, you should not sell, rent, load, give, sublicense, or otherwise transfer to anyone, any Content or the right to use any Content. You may, however, transfer Content to a third Person for the sole purpose of allowing such third Person to produce, duplicate or distribute your Work for Distribution, provided that you should take all commercially reasonable steps to prevent third parties from extracting or duplicating the Content. If you become aware of any unauthorised duplication of any Content, you should promptly notify us via the Website. For avoidance of doubt, the restriction on transferability does not apply to your Works for Distribution.

  3. Beyond the initial license fee set forth in the Website, subject to Section 7(e) below, no additional royalties or other payments to us are required for the License of Content, provided such use conforms to the terms of this Agreement, including the limitations on the number of Authorised Users in paragraph (e) below and the Restrictions on Use in Section 4.

  4. This Agreement is a license, not an agreement of sale. You will not acquire, and we will retain, all right, title, and interest in and to all of the copyrights, trademarks, trade secrets, and all other proprietary rights in the Content or Content Information that are not expressly granted to you by the terms of this Agreement. The License does not include the right to record a new version of Content or the composition reflected thereby.

  5. You may provide access to or use of Content that is not incorporated into a Work for Distribution ("Unincorporated Content") and the associated Content Information to no more than an aggregate of ten (10) Authorised Users at the same time, provided that such access is used solely under the terms of this Agreement and for the purpose of creation, reproduction or distribution of Works for Distribution made by or for you. You will prevent any other Person from having access to the Unincorporated Content or the associated Content Information. As used in this Agreement, the term "Authorised User" refers to any individual (i) who is your officer, director, employee, agent or contractor (collectively, your "Representatives") and (ii) who has been authorised by you to access and/or use Unincorporated Content and the associated Content Information in the creation, reproduction or distribution of Works for Distribution by or for you.

  6. The License is conditioned upon (i) your and your Representatives’ compliance with the terms of the License and this Agreement, (ii) your and your Representatives’ use of the Content and the associated Content Information only as permitted in this Agreement, (iii) your fulfilment of your responsibilities hereunder, and (iv) our receipt of full payment of the amount(s) required herein or by the Website in respect to the applicable Content.

 

 

 

 

1. Restrictions on Use.

 

  1. The License to any Content is subject to all restrictions and disclaimers applicable to such Content in or referred to in the Website pages where the Content is made available.

  2. You may not use, modify, resell, sublicense, assign, transfer, otherwise make available or permit access by any third Person to any Content, except as expressly authorised in this Agreement.

  3. Except as expressly permitted by Section 3(e), you may not:

    1. distribute any Unincorporated Content as a standalone file or in any library or reusable template intended to allow on-demand use, reproduction or customisation of such Content by third parties in electronic, printed, or other products;

    2. distribute Content in a manner that facilitates third parties’ ability to (A) extract without extraordinary effort the Content for use separate and apart from the Work for Distribution or (B) create derivative works incorporating Content, except as part of the marketing, editing or distribution of a Work For Distribution pursuant to Section 3; or

    3. include or post any Unincorporated Content or a representation of the same on a publicly displayed or distributed website or software or internet application which facilitates its use as a template that could be customised by or at the request of a third party.

  4. You may not: (i) sell or license Unincorporated Content to others for consumption, reproduction or re-sale or (ii) superficially modify any Unincorporated Content and sell or license it to others for consumption, reproduction or re-sale. For example, you may not (A) resell Unincorporated Content that is a video as a screensaver or desktop background, (B) sell or license an image extracted from Content to be printed on tee-shirts or other physical products for resale, or (C) print Unincorporated Content or an image extracted from Content on tee-shirts or other physical products for sale unless (in the case of (C) only) it is accompanied by other original work(s).

 

2. Your Other Responsibilities.

 

  1. You must ensure full compliance with this Agreement by your Representatives.

  2. If any Unincorporated Content is provided to the Licensee or any other Person, it must be accompanied by the Content Information and a copy of this Agreement.

  3. You must make reasonable best efforts to safeguard against cliponia.com third-Person access to Unincorporated Content or the associated Content Information.

 

3. Credit Attribution.

 

  1. If the Content is used in an editorial context in a Work For Distribution that is posted online, you will use your reasonable best efforts to accompany the Work For Distribution with a credit line hyperlink back to www.cliponia.com that reads "Stock media provided by “

  2. cliponia.com".

  3. For all other Works For Distribution incorporating the Content where crediting is customary (including any editorial use) or where other such credits are provided, you will use your reasonable best efforts to accompany the Work For Distribution with a credit line that reads "Stock media provided by “www. cliponia.com", which unless other hyperlinked credits are provided, need not be hyperlinked.

  4. The unintentional omission of credit attribution provided for above will not be considered to be a breach of this Agreement as long as you use your reasonable best efforts to promptly cure the same upon written notice.

 

4. Consent to Electronic Communications; Your Personal Data.

 

  1. You consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

  2. You consent to your personal information being shared with and processed in the course of our business by us and our Subsidiaries, which are located in various different countries, including the UK., which provide varying and in some cases less privacy protection than your country

 

5. Acceptance of this Agreement.

 

  1. By clicking "I Agree" or otherwise signifying acceptance, the individual who is doing so is accepting and agreeing to be bound by this Agreement for him/herself and on behalf of his/her employer or other Person that is identified as the Member, and the Person that is designated as the Licensee. If you are accepting on behalf of your employer or other Person that is the Member and/or that is designated as the Licensee, you represent and warrant that you have full legal authority to bind such employer or other Person.

  2. You acknowledge that you have read this Agreement, understand it, and have had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Cliponia.com allowing you to access or download the Content.

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