IMAGES CONTENT AGREEMENT

This is a license agreement between you and Image Pasal that explains how you can use photos, illustrations, vectors, and video clips (individually and collectively, “content”) that you license from Image Pasal. By downloading content from Image Pasal, you accept the terms of this agreement.

What types of licenses does Image Pasal offer?

Image Pasal offers royalty-free (“RF”) license models. 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 worldwide, unlimited, perpetual use, and pricing is based on the file size.

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 Image Pasal are:
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-Exclusive, meaning that you do not have exclusive rights to use the content. Image Pasal can license the same content to other customers. If you would like exclusive rights to use royalty-free content, please contact Image Pasal 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.

Restricted Uses.

1. 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.
2. No Commercial Use of Editorial Content. Unless additional rights are specified on the Image Pasal invoice or sales order, or granted pursuant to a separate license agreement, you may not use content marked “editorial” for any commercial, promotional, advertorial, endorsement, advertising, gambling/betting/gaming uses 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.
3. No Alteration of Editorial Content. Content marked “editorial” 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.
4. 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).
5. 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 content marked “editorial” that is used in a non-misleading editorial manner.
6. 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.

Restricted Uses – unless additional license purchased.

The following are prohibited without the prior written consent of Image Pasal and payment of an additional license fee:

1. No ‘On Demand’ Products. Unless you purchase a custom license, 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).
2. No Electronic Templates. Unless you purchase a custom license, 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).
3. No Use in Trademark or Logo. Unless you purchase a custom license, you may not use content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content).
4. No Machine Learning, AI, or Biometric Technology Use. Unless expressly authorized by Image Pasal, you may not use content (including any caption information, keywords or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, Image Pasal does not represent or warrant that consent has been obtained for such uses with respect to model-released content.
5. No Metadata Exploitation. Unless expressly authorized by Image Pasal, you may not use the caption information, keywords, accompanying text, or other metadata associated with content separate and apart from the content, or allow any third parties to access or use any such information associated with content.
6. Unless expressly authorized by Image Pasal, you may not use any items of content in connection with an immutable digital asset intended for sale (such as a non-fungible token).

Who, besides me, can use the licensed content?

The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else. There are two exceptions:

1. 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, depending on who is named as the “Licensee” at the time of purchase. In other words, if you purchase a royalty-free image, only one of you (and not both) may re-use that image for multiple projects.
2. 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.
3. User Accounts. You will be responsible for tracking all activity for each user account, and you agree to: (a) maintain the security of all passwords and usernames; (b) notify Image Pasal immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under each user account. Image Pasal reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Image Pasal determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and seek further legal remedies.

Intellectual Property Rights.

• Who owns the content? All of the licensed content is owned by either Image Pasal or its content suppliers. All rights not expressly granted in this agreement are reserved by Image Pasal and the content suppliers. You may not assert any right to revenue from a collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the licensed content.
  • Attribution.
  • Do I need to include a photo credit? You do not need to include a photo credit for commercial use, but if you are using content for editorial purposes, you must include a credit adjacent to the content or in production credits. The credit should be in the following form or as otherwise stipulated in the caption information accompanying the content on the Image Pasal website: “[Photographer Name]/[Collection Name] via Image Pasal”
  • Do I need to include a video credit? If licensed content is used in an audio/visual production where credits are accorded to other providers of licensed material, you must include a credit in comparable size and placement. The credit should be in the following form or as otherwise stipulated in the caption information accompanying the content on the Image Pasal website: “[Video] [Imagery] supplied by [Artist Name]/[Collection Name] via Image Pasal”

Can I use the Image Pasal name or logo, or the name and logos of its content suppliers?

You may use the name of Image Pasal and/or its content suppliers as necessary to give attribution, but you may not otherwise use their names, logos, or trademarks without prior written approval.

Termination/Cancellation/Withdrawal.

1. Termination. Image Pasal may terminate this agreement at any time if you breach any of the terms of this or any other agreement with Image Pasal, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Image Pasal in writing that you have complied with these requirements.
2. Social Media Termination. If you use the content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, the rights granted for such use shall immediately terminate, and in that event, upon Image Pasal’ request, you agree to remove any content from such platform or website.
3. Refunds/Cancellation. All requests for refunds/cancellations must be made in writing or using the cancellation function on the Image Pasal’ website. Provided that the request is made within 30 days and the licensed content has not been used, Image Pasal may cancel the relevant order and issue a full refund to your account. No credits or refunds are available for cancellation requests received more than 30 days from your receipt of content, or for research, lab, service or subscription fees, all of which are non-refundable. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.
4. Content Withdrawal. Image Pasal may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Image Pasal, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which Image Pasal may be liable, Image Pasal may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. Image Pasal will provide you with replacement content (determined by Image Pasal in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.

Representations and Warranties.

Image Pasal makes the following representations and warranties:

1. Warranty of Non-Infringement. For all licensed content , Image Pasal warrants that your use of such content in accordance with this agreement and in the form delivered by Image Pasal (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.
2. Additional Warranties for Certain Content.
   • RF: For licensed royalty-free content (excluding content marked “editorial”), Image Pasal warrants that your use of such content in accordance with this agreement and in the form delivered by Image Pasal (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any trademark or other intellectual property right, and will not violate any right of privacy or right of publicity.
   • RM/RR: For licensed rights-managed and rights-ready content where Image Pasal specifically notifies you that a model and/or property release has been obtained, Image Pasal warrants that your use of such content in accordance with this agreement and in the form delivered by Image Pasal (that is, excluding any modifications, overlays or re-focusing done by you) will not, where a property release has been obtained, infringe on any trademark or other intellectual property right and/or will not, where a model release has been obtained, violate any right of privacy or right of publicity.
3. Warranty Disclaimer. Unless specifically warranted above, Image Pasal does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, 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 content identified as “editorial,” 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.
4. Caption/Metadata Disclaimer. While Image Pasal has made reasonable efforts to correctly categorize, keyword, caption and title the content, Image Pasal does not warrant the accuracy of such information, or of any metadata provided with the content.
5. 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. Image Pasal 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.

General Provisions.

• Assignment. This agreement is personal to you and is not assignable by you without Image Pasal’ prior written consent. Image Pasal 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.
• Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
• 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.