CONTENT LICENSE AGREEMENT
Our Content License Agreement outlines the available licenses, rights and ownership details, and the permitted uses of each license. The document covers the standard Royalty-free License options.
For any general questions or concerns, please contact support at email@example.com. Definitions relevant to this agreement can be found in Section 15.
1. Ownership and Limited Transfer
POUNDPICS retains all rights to their Content, including copyright, title, and all other intellectual property rights. The Client agrees that, except for the rights expressly granted by POUNDPICS under this Agreement, no rights in any Content are granted to the Client at any time.
POUNDPICS agrees to a limited transfer of granted rights between a Client authorized to purchase on behalf of another or between a Client and a third party, where the third party is integral to the creation of the final Work (for example, a printer, designer, or social media manager), provided those parties agree to the terms of this Agreement. If you have questions about whether an intended transfer falls within this limited right, please contact firstname.lastname@example.org
2. Grant of Sublicense
Subject to all terms of this Agreement, POUNDPICS grants the Client a perpetual, worldwide, non-exclusive, non-transferable, and non-sublicensable license in the Content; and the Client may use the Content in the creation of Works and modify, reproduce, transmit, or display the Content.
The Client may not allow the Content to be accessed by more than one user, or on-demand product, or for any other use not expressly granted in this section. For questions regarding use of Content or to clarify use details, POUNDPICS encourages Client to contact email@example.com.
1. The Standard License allows use in:
advertising, editorial, and promotional projects. This includes but is not limited to promotional materials, product packaging, book covers, presentations, catalogues, magazines, or newspapers;
online, electronic, and mobile publications and applications for an unlimited number of impressions. This includes but is not limited to websites, e-book covers, online album or playlist covers, broadcast media, and mobile application or video game backgrounds or elements where the content is not contributing to the core value; or
any social media platform, but where no modification is made to the photograph or video, an attribution must accompany the social media post with specific mention of POUNDPICS.CO.UK. POUNDPICS asks that you consider properly embedding Content or limiting the file size of Content posted to social media as a best practice to protect the POUNDPICS copyright.
2. Restrictions on Use
Without limiting any previously mentioned restrictions, the Client acknowledges and agrees that they will not do any of the following, unless Client has contacted firstname.lastname@example.org and arranged specific terms in writing and signed by both parties:
sell, sublicense, assign, convey, share, or transfer any Content, in whole or in part, or rights thereto to any person or entity except as expressly permitted under this Agreement; or
sell or distribute Content or Work containing Content in any way that allows the Content to be extracted, accessed, or downloaded as a stand-alone file; or
use, reproduce, distribute, or display the Content in a way that is considered by POUNDPICS or under applicable law, to be considered pornographic, obscene, infringing, or defamatory in nature or that would be reasonably likely to bring any person or property reflected in the Content into disrepute; or
take any action in connection with the Content that violates any law, regulation or statute in an applicable jurisdiction; or
post Content that has not been altered on social media or use the Content in an editorial manner without the following credit adjacent to the Content in print or in credits for audio/visual productions, including a link to www.POUNDPICS.com where technically feasible; or
use Content in any way that suggests or implies that any individual in the Content is personally endorsing any product, service, idea, or site, including but not limited to attributing quotes to or creating fake online profiles for an individual including promotion or marketing materials (for example, on political materials or dating apps); or
use the Content that includes an identifiable model in connection with a subject that would be unflattering, embarrassing, or unduly controversial to a reasonable person (and not otherwise restricted by Section 3(m)), without Client accompanying each use with a conspicuous statement that indicates that (i) the Content is being used for illustrative purposes only; and (ii) that the person depicted is a model. Such subjects include but are not limited to medical issues, menstruation, relationship concerns; or
use any Content that includes an identifiable model in a manner that depicts such person in a potentially sensitive subject matter; including, but not limited to actual or implied sexual activity, substance abuse and recovery, sexually transmitted infections, mental health concerns and disorders, abuse, abortion, promotion of tobacco use, or any implication that the model engages in activity that is immoral or illegal. The only exceptions to this restriction are Assets where it is clear that the intended purpose of the Asset is to convey such a sensitive use or where a Sensitive Use Extended License has been negotiated and purchased. For any questions related to what constitutes “identifiable” or “sensitive,” please contact email@example.com.
POUNDPICS does not own or hold any signed model, property or trademark releases for any of the content on the site. You acknowledge that any such signed releases are your responsibility and personal or commercial use of such content is not recommended by POUNDPICS without such signed release.
Client is responsible for any and all applicable taxes, customs, or duties imposed by any jurisdiction as a result of any license purchased by Client.
5. Payments and Pricing
all images are sold individually for a cost of £1 each.
6. Warranties and Disclaimers
Subject to all terms and conditions contained in this Agreement, POUNDPICS represents and warrants that, to the best of its knowledge, the use by the Client of the Content as provided and as authorised in this Agreement, except as stated in item 3 above, will not infringe or violate the intellectual property rights, publicity rights, or privacy rights of any third party.
Except as set forth in this Agreement, the Content is provided “as is” and POUNDPICS makes no further representations or warranties as to the Content, including as to the accuracy of titles and descriptions.
7. Indemnification and Limitations
Subject to the provisions below, the Client agrees to defend, indemnify, and hold POUNDPICS and its subsidiaries, commonly owned or controlled affiliates, and their respective officers, directors, employees, members, contractors, owners, agents, representatives, licensors, and (sub)licensees (collectively, “Indemnities”) harmless from all claims, damages, liabilities and expenses (including reasonable legal fees) arising from:
the Client’s breach of any warranties or obligations under this Agreement, and
from any and all uses of the Content by the Client resulting from the Client’s modification of the Content, the combination of the Content with any other work(s), and the context in which the Content is used.
Subject to the provisions below, POUNDPICS agrees to defend, indemnify and hold Client and its subsidiaries, commonly owned or controlled affiliates, and their respective officers, directors, and employees harmless from all claims, damages, liabilities, and expenses (including reasonable legal fees) arising from a breach of the representations and warranties set forth above. This section will not apply if the use and/or distribution by the Client of the Content has at any time not been in accordance with the terms and conditions of this Agreement or if the Client is otherwise in breach of this Agreement.
Each party’s indemnity obligations are conditioned on the indemnified party
promptly providing the other party with written notice of any claim or threat of a claim;
giving the indemnifying party control of any defence or settlement, provided that the indemnifying party will not make any settlement that imposes any material obligation on the indemnified party without prior written agreement of the indemnified party.
cooperating fully with the indemnifying party in the defence of any such claim or matter, including production of all reasonable related information.
Except for any liability which cannot by law be excluded or limited, in no event will the Indemnities’ total liability to the Client arising from this Agreement, or the use of any Content licensed hereunder, exceed one hundred GBP (£100) regardless of the number or type of claims and regardless of the number of times that the Client licenses the same content from POUNDPICS. The foregoing exclusions and limitations are applicable notwithstanding any failure of essential purpose.
The foregoing states the entire obligation of POUNDPICS and the other Indemnities, and the sole remedy of the Client, with respect to any breach of the representations and warranties above. This indemnity section will survive the termination of this Agreement.
POUNDPICS may terminate this Agreement at any time without notice if Client fails to comply with any provision of this Agreement. Upon termination, Client must cease use of any Content and delete Content from any of Client’s computers or systems. POUNDPICS realises that in some cases, removal of content will not be possible. Termination will only be used as a last resort.
9. Governing Law
By downloading and using Content, Client acknowledges and agrees that this Agreement and all matters related to use of the Site and/or the Content and all actions and disputes arising from or relating to this Agreement will be construed and governed by the laws of the United Kingdom, unless the Client has negotiated otherwise.
If any provision contained in this Agreement is found to be invalid, illegal, or unenforceable in any respect; the validity, legality, and enforceability of the remaining provisions will not be affected. Such provisions will be revised only to the extent necessary to make them enforceable.
No action by POUNDPICS, other than express written waiver, may be construed as a waiver of any provision of this Agreement. No action by Client, other than express written waiver approved, in writing, by POUNDPICS, may be construed as a waiver of any provision of this Agreement.
POUNDPICS reserves the right to modify these terms as needed from time to time. Unless POUNDPICS determines a change alters the material understanding of how the Client may use the Content, POUNDPICS will not be obligated to notify Client of minor changes.
13. Entire Agreement
This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorised representative of each party. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by the Client, the terms of this Agreement will govern.
Agreement: this Content License Agreement, which governs the licensing and use of any Content available on the Site or otherwise affiliated with POUNDPICS, and which may only be modified by an agreement in writing and signed by both POUNDPICS and the Client;
Asset: any single photograph, or other digital media available to licence from the Site or through POUNDPICS directly;
Asset Detail Page: a page on the Site showing one asset and that asset’s details, including size;
Client: any individual, entity, or agency using the Site to purchase sublicences for Content;
Content: a collective term that includes any or all of the individual assets making up the POUNDPICS collection;
Licence: payment in exchange for limited use of a copyrighted asset;
Resale/Distribution: the sale or distribution of any item or object that makes use of licensed Content as primary content;
Royalty Free: a licensing category where a Client pays a one-time fee in order to use the Content any number of times. All of POUNDPICS’s license options are royalty free. Note that royalty free does not mean use is unrestricted; please see Sections 1 and 2 for details;
Site: the website found at www.POUNDPICS.com containing Content for licence and any affiliated sites;
Work: an original, finished product created by a Client and incorporating the licensed Content along with other materials.