MEASHOTS ROYALTY FREE LICENSE AGREEMENT
Last Update: July 2018
The following is a binding legal agreement (henceforth "Agreement”) between You or the employer or other entity on whose behalf you are entering into this agreement ("You" or "Customer") and Meashots FZ-LLC a company duly existing under the laws of the UAE having its principal place of business at Dubai Media City, Building 8, Office EO 55, First Floor, Dubai, UAE. PO Box:502068 or to Polygon, Bldg. 6, Office 2/D1, Sodic West, KM38 Cairo - Alex Rd., Giza, Egypt. (henceforth "Meashots").
By entering into this Agreement, You verify that your country of residence is the same as your billing address.
The following terms and conditions constitute a binding legal agreement between the Customer and Meashots setting forth the rights and obligations with respect to any Visual Content licensed to the Customer. By agreeing upon this Agreement, You agree that these terms control Your rights and obligations with respect to all Visual Content licenses set forth herein, notwithstanding the subscription or license You may be purchasing today. Please revisit this Agreement when You purchase any Visual Content.
SECTION I: DEFINITIONS AND CONSTRUCTION
ARTICLE 1: DEFINITIONS AND RULES OF CONSTRUCTION
Unless the context clearly indicates otherwise, the following terms in upper cases shall bear the meanings assigned thereto here-below:
"Image(s)" means photographs, vectors, drawings and the like available for license from the Meashots website.
"Footage" means any moving images, animations, films, videos or other audio/visual representations, excluding still images, recorded in any format that are available for license from Meashots website.
"Visual Content" shall refer collectively to Images and Footage.
b. Rules of Construction:
The number of Visual Content downloads available to You is determined by the product You purchase.
For the purposes of this Agreement, a day is defined as the twenty four (24) hour period beginning at the time Your product is purchased.
A month is defined as thirty (30) consecutive days beginning on and including the date that You purchase Your product.
Reference to the term "Your” has the same meaning as reference to the term "You”.
SECTION II: VISUAL CONTENT LICENSES
ARTICLE 2: GRANT OF LICENSE
Meashots hereby grants You a non-exclusive, non-transferable right to use, modify and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein.
ARTICLE 3: RIGHTS OF USAGE UNDER LICENSES
a. IMAGE LICENSE: Grant of Rights.
Subject to the terms of this Agreement:
i.Meashots grants You a perpetual, non-exclusive, non-transferable, non-sub-licensable, worldwide right to reproduce the Visual Content identified in the Invoice an unlimited number of times in any and all media for all purposes other than those uses prohibited under Article 4 of this Agreement.
ii.You may have the Visual Content reproduced by Your subcontractors (including Purchaser) for preparation of Your Work, provided that such subcontractor/s agree and sign an adherence to be legally bound and abide by the provisions of this Agreement.
iii.You may store the Visual Content in a digital library, network configuration or similar arrangement to allow the Visual Content to be viewed by Your employees, partners and clients.
ARTICLE 4: RESTRICTIONS ON USE OF VISUAL CONTENT
You may not: (i) make the Visual Content available (separate from Your Work) in any medium accessible by persons other than authorized Users; or (ii) make the Visual Content available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Content as a standalone file.
You may not falsely represent, expressly or impliedly, that You are the original creator of a visual work that derives a substantial part of its artistic components from the Visual Content, nor may it make the Visual Content available in the form of fine art prints.
Visual Content shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of Meashots.
If any Visual Content featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, You must accompany each such use with a statement that indicates that: (i) the Visual Content is being used for illustrative purposes only; and (ii) any person depicted in the Visual Content, if any, is a model.
PORNOGRAPHIC, DEFAMATORY OR OTHERWISE UNLAWFUL USE OF VISUAL CONTENT IS STRICTLY PROHIBITED, WHETHER DIRECTLY OR IN CONTEXT OR JUXTAPOSITION WITH OTHER MATERIAL OR SUBJECT MATTER. YOU SHALL ALSO COMPLY WITH ANY APPLICABLE REGULATIONS AND/OR INDUSTRY CODES.
If Your work is reproduced on a website, You shall post terms and conditions/disclaimers on the website that prohibit downloading, republication, retransmission, reproduction or other use of the Visual Content as a stand-alone file.
If the Visual Content is reproduced on a social media platform or other third party website, the rights granted herein shall be automatically revoked in event the platform website seeks to exploit purported rights to the Visual Content contrary to the terms of this Agreement and this breach is not cured by removing all such Visual Content from such platform or website within 30 days (30 days) as of the date Meashots notifies You of such breach. In such event, You and the third party shall be jointly liable towards Meashots for any and all damages that may arise out of the said breach.
Visual Content are "For Editorial Uses Only" and may not be used for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement "For Editorial Uses Only" means use relating to events that are newsworthy or of general interest.
If you require any of the foregoing rights, please contact Meashots Customer Service at email@example.com
ARTICLE 5: CREDIT AND COPYRIGHT NOTICES
a.The use of Visual Content in an "editorial" context shall be accompanied by an adjacent credit to the Meashots contributor and to Meashots in substantially the following form:
"CONTENT OWNER NAME / MEASHOTS"
b.If and where commercially reasonable, the use of Visual Content in Merchandise or a Production shall be accompanied by a credit to Meashots in substantially the following form:
"IMAGE(S) USED UNDER LICENSE FROM Meashots FZ-LLC"
c.Credit attributions are not required in connection with any other use of Images unless another stock content provided is afforded credit in connection with the same use.
d.In all cases the credit and attribution shall be of such size, colour and prominence so as to be clearly and easily readable by the unaided eye.
SECTION III WARRANTIES AND REPRESENTATIONS
ARTICLE 6: WARRANTIES AND REPRESENTATIONS
a.Meashots warrants and represents that:
i. Meashots' Contributors have granted Meashots all necessary rights in and to the Visual Content to grant the rights set forth in Section I hereinabove, as applicable;
ii. Visual Content is in original unaltered form and used in full compliance with this Agreement and the applicable law, and
iii. All Visual content does not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any UAE law, statute, ordinance, or regulation; or iv) be defamatory, libellous, pornographic or obscene.
a.While Meashots makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content designated "Editorial Use Only", Meashots MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; II) AUDIO IN FOOTAGE; OR III) VISUAL CONTENT DESIGNATED "EDITORIAL USE ONLY". For the sake of clarity, Meashots will not in any way or manner indemnify or have any sort of liability whether under contract or tort laws vis-à-vis the Customer, in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Footage, or the use of Visual Content designated Editorial Use Only.
b.EXCEPT AS EXPRESSLY SET FORTH UNDER THIS AGREEMENT, all Visual Content is provided hereunder on "as is" basis without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Visual Content may contain elements that require additional clearance if the Visual Content is modified or used in a particular context. If You make such modification or use Visual Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
c.Meashots does not warrant that the Visual Content, Meashots websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Visual Content is solely with you.
d.Except as expressly set forth herein, Meashots grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be visible in the Visual Content, music or other audio in footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Visual Content. Meashots only has model or property releases where expressly indicated on the Meashots website.
e.MEASHOTS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.
SECTION IV: INDEMNIFICATION AND LIABILITY
ARTICLE 7: INDEMNIFICATION
a. Subject to the terms hereof, and provided that You have not breached the terms of this or any other agreement with Meashots, Meashots will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer's direct damages arising from a third-party claim directly attributable to Meashots' breach of the express warranties and representations made in Section III hereof, together with associated expenses (including reasonable attorneys' fees).
b. Indemnification is conditioned upon Your notification to Meashots, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to You (e.g., the use of Visual Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Meashots at firstname.lastname@example.org with a hard copy to Meashots FZ-LLC, Dubai Media City, Building 8, Office EO 55, First Floor, Dubai, UAE. PO Box:502068 Attention: General Counsel, via certified mail, return receipt requested; or ii) overnight courier, recipient's signature required.
c. Meashots shall have the right, in its sole discretion, to decide whether to handle, settle or defend against any claim, litigation or arbitration to which this indemnification applies.
d. You agree to cooperate with Meashots in the defence of any such claim, litigation, or arbitration and shall have the right to participate in any litigation at your own expense.
e. You will indemnify and hold Meashots, its officers, employees, shareholders, directors, managers, members, suppliers, consultants, and advisors, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by this Agreement. You further agree to indemnify Meashots for any and all costs and expenses that Meashots might incur in the event You breach any of the terms of this Agreement or any other agreement with Meashots.
Article 8: Liability
a. You further agree that Meashots is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Meashots having a reasonable opportunity to analyze such claim's validity.
b. Meashots shall not be liable for any damages, costs or losses arising as a result of modifications made to the Visual Content or due to the context in which the Visual Content is used by You.
c .Neither Meashots nor any of its officers, employees, managers, members, shareholders, directors, suppliers, or consultants shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of Your use of the Visual Content, Meashots’ breach of this agreement, or otherwise, unless expressly provided for herein, even if Meashots has been advised of the possibility of such damages, costs or losses.
Meashots’ total maximum aggregate obligation and liability (the "Limit of Liability") arising out of Customer's: Royalty Free Image License/s shall be USD $200.
a.Meashots' liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Visual Content is licensed or used by You.
b.Except as specifically provided in Part III hereof, in no event, will Meashots' total aggregate liability to You or any third party claiming through You, arising out of or in connection with Your use of or inability to use the Meashots’ websites and/or Visual Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Meashots from You or form any third party You are acting on behalf of for the applicable Visual Content license.
If you have questions about the foregoing, please contact Customer Service by Email at email@example.com
Section V: ADDITIONAL AND GENERAL TERMS
ARTICLE 9: REFUND POLICY
Except when required by law, Meashots shall be under no obligation to issue refunds under any circumstances. In the event that Meashots determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made within 30 days (in words: thirty days) using the payment method originally used by You to make your purchase.
ARTICLE 10: ASSIGNMENT AND THIRD PARTY USAGE
a. It is expressly understood and agreed that this Agreement is entered into solely for the mutual benefit of the Parties hereto and that no benefits, rights, duties, or obligations are intended by this Agreement to third parties.
b. "Non-transferable" as used herein means that except as specifically provided in this Agreement, You may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Visual Content or the right to use Visual Content. You may however, make a one-time transfer of Visual Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Visual Content subject to the terms and conditions herein.
c. If you become aware that any Social Media Website uses any Visual Content in a manner that exceeds your license hereunder, You agree to remove all derivative works incorporating Visual Content from such Social Media Site, and to promptly notify Meashots of each such Social Media Website's use.
d. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Visual Content. If you become aware of any unauthorised duplication of any Visual Content please notify us via email at firstname.lastname@example.org
e. If you use any Visual Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Meshots, upon Meashots’ reasonable request.
f. In case You are entering into this Agreement on behalf of your employer or other entity, You warrant and represent that you have the full right and authority to do so. In event you do not have such authority, You agree that you will be personally liable to Meashots for all the provisions of this Agreement and any claims hereto related or arising out of the conclusion, execution, or breach of any of its provisions.
ARTICLE 11: SEVERABILITY
If any individual or more terms of this Agreement is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable term or terms, without affecting the remaining parts of such individual term, or any other part of this Agreement, in the manner that this Agreement shall otherwise remain in full force and effect.
ARTICLE 12: TERM AND TERMINATION
a. This Agreement shall be valid and in full force as of the date it is signed by You and shall remain in full force and enforceability up until the end of its term, termination, recession, or exhaustion/frustration.
b. In the event that you breach any of the terms of this Agreement or any other agreement with Meashots, the latter shall have the right to terminate your account without further notice and without prejudice to Meashots’ other rights whether stated in a contract, at law, and/or equity.
c. Meashots shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
ARTICLE 13: APPLICABLE LAW AND DISPUTE RESOLUTION
a. Applicable Law
The formation, validity, interpretation, execution, breach, termination and enforcement as well as any matter in any manner related to this Agreement shall be governed by the laws of the UAE (without reference to the choice of law doctrine).
b. Dispute Resolution
Any legal action or proceeding concerning the formation, validity, execution, interpretation, breach, termination and/or enforcement of this Agreement as well as any and all matters arising out of or in any manner related hereto shall be resolved in pursuance to the arbitration rules of the Cairo Regional Center for International Commercial Arbitration in effect when the arbitration request is filed. The arbitration panel shall be formed of a sole arbitrator to be appointed by the Center without any interference from the Parties whom hereby agree to waive any right of appointment of the arbitrator to the benefit of the Center. The seat of arbitration shall be UAE. The venue of the arbitration shall Cairo Egypt. The language of the arbitration shall be the English language. The award shall be issued in the English language accompanied by an Arabic translation made by the Center. The award shall be final and binding on both Parties. The losing Party shall bear all costs and expenses related to the arbitration including without limitation to attorney’s and legal representation fees.
In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Meashots, Meashots will promptly file a complaint with the competent authorities in the UAE.
You agree that service of process in any actions, controversies and disputes arising from or relating to this Agreement may be effected by email or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party; however, nothing herein shall affect the right to effect service of process in any other manner permitted by law.
ARTICLE 14: LANGUAGES OF THE AGREEMENT
This Agreement is drawn originally in the English language and Meashots furnishes an accompanied translation hereto in the Arabic language. However, such translation is furnished for convenience purposes only; in case of any inconsistency and/or discrepancy between both languages the prevailing language shall be the English language.
ARTICLE 15: ACKNOWLEDGEMENT
ARTICLE 16: NO WAIVER
Meashots’ failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed, understood, or held as a waiver of any provision or right.
ARTICLE 17: AMENDMENT
This Agreement may solely be amended by Meashots through serving you a writteb notification.