Instant Visuals Image License Agreement
This is a License Agreement (the “Agreement”) between you, the employer or other entity on whose behalf you are entering into this Agreement (“you”) and Instant Visuals (PTY) Ltd (“Instant Visuals”). This agreement applies to your use of copyrights and/or trademarks (“intellectual property”) such as photographic images, graphic images, text, captions, audio-visual files and digital files (collectively the “Content”).
Instant Visuals reserves the right at its sole discretion to change this Agreement or amend any of its provisions at any time without prior notice to you. It is your responsibility to check Instant Visuals’ website periodically for changes or amendments. Your continued use of any Content following the posting of changes or amendments will mean that you accept and agree to the changes. If you do not agree to terms of this Agreement, as it may be amended from time to time, do not download or use any Content.
- General Terms
1.1 Instant Visuals and/or the various artists who provide Content to Instant Visuals (“Contributors”) own all rights, including the copyrights in and to the Content. Instant Visuals and/or its Contributors reserve all rights in and to the Content not expressly granted to you by the terms of this Agreement. Your rights to use any Content are subject to this Agreement.
1.2 This Agreement grants you a single-user license. This license may not be used simultaneously on multiple devices or at any time by multiple persons. If you require additional users to be able to access your account and license any Content, please send an email to email@example.com.
- Usage Rights
By this Agreement, Instant Visuals grants you a personal, non-exclusive, non-transferable right, to use any Content in the following ways, subject to the limitations set out in this Agreement.
2.1 Permitted Web/Electronic Uses
This Agreement grants you the right to:
2.1.1 incorporate any Content on web sites (including social media platforms), provided that no Content is displayed as part of a gallery, collection, album, archive, scrapbook or other aggregation of individual images and/or footage.
2.1.2 use any Content for email marketing provided that the Content shall not be used in connection with unsolicited emails or linked to or from unsolicited emails;
2.1.3 incorporate any Content into software (including mobile “apps”) as background images or splash screens, provided that the primary purpose of the software is not the display of the Content and further provided that the Content or any digital files containing the Content cannot be unincorporated from the software;
2.1.4 incorporate the Content into film, video, multimedia presentations, or advertising for broadcast, public performance, or sale.
2.1.5 use any Content in eBooks provided that the sales or distribution of any such eBook does not exceed two hundred (200) copies in the aggregate.
2.2 Permitted Print Uses
This Agreement grants you the right to:
2.2.1 use any Content as prints, posters, postcards (i.e. a hardcopy) and other reproductions for your own personal use and display, including display in commercial settings, provided such hardcopies are not resold or otherwise distributed;
2.2.2 incorporate the Content into advertising materials, posters and signage for use in promoting the sale of other products or services (as opposed to promoting the sale of the prints, posters, etc. containing the Content), provided that the Content is an integrated, supportive part of your project or product and not the definitive part of such prints and/or posters;
2.2.3 use the Content in magazines, newspapers, books, book covers and/or textbooks for editorial and/or advertising purposes;
2.2.4 use the Content in the artwork for the packaging of any product;
2.2.5 print any Content on letterhead and business cards, pamphlets, brochures, and catalogues provided that the Contents are not used as a logo or trademark;
2.2.6 incorporate any Content into set design and dressing for public performance.
2.3 Instant Visuals expressly reserves all other rights in the Content for itself and its Contributors. If you wish to use the Content in any manner not provided by this Agreement, you may contact Instant Visuals on firstname.lastname@example.org for additional rights to use the Content.
You shall not:
3.1 use any Content other than as specified in this Agreement;
3.2 use any Content in such a manner that infringes upon any third party’s trademark or other intellectual property rights;
3.3 share any Content by providing access to such Content on shared disk drives, computer networks, servers, cloud network or other intranets of any nature or otherwise;
3.4 use or display any Content on websites or in connection with any service designed to sell or induce sales of user-commissioned “print-on demand” products using or incorporating the Content including, but not limited to using the Content on postcards, mugs, tee shirts, posters, wallpaper, artwork and other items. For the purposes of this Agreement, the term “print on demand” means, a printing technology and business process in which copies of a product are not printed until an order for the product has been received;
3.5 use any Content in a way that places any person depicted in the Content in a way that a reasonable person would find offensive – this includes, but is not limited to the use of Content in pornography, political endorsement, religious activity, immoral or illegal activity in any manner that is defamatory or contains unlawful or offensive content;
3.6 produce or otherwise create for resale or distribution, printed reproductions of any Content on canvas, paper, plastic or any other medium unless expressly permitted by this agreement;
3.7 use any Content in any manner that competes with Instant Visuals’ business. This includes but not limited to offering Content for sale, incorporating Content into templates of any nature, including templates for websites, social networking profiles, documents, projects or otherwise making Content available for distribution and/or sale to third parties;
3.8 use any Content as the primary feature of any individual physical or digital product or any collection which is offered for sale, trade or otherwise distributed in violation of the terms of this Agreement. Additionally, the Content must be an integrated, inseparable part of any product and must constitute less than 30 percent of the overall product area, page layout, design, or running time.
3.9 use any Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part, or to otherwise endorse or imply the endorsement of any goods and/or services.
3.10 use or display any Content in such a manner that gives the impression that the Content was created by you or a person other than the copyright holder of that Content. In addition, you shall not use or display any Content is such a manner that gives the impression that any person depicted in the Content is the author or creator of any product in which the Content is incorporated.
- Warranties and Limitation of Liability
4.1 Instant Visuals warrants that it has all the necessary rights and authority to enter into and perform this Agreement
4.2 Instant Visuals does not make any other warranties, express or implied, regarding any Content or its delivery systems, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Instant Visuals shall not be liable to you or any other person or entity for any punitive, special, indirect, consequential, incidental or other similar damages, costs or losses (including, without limitation, lost profits) arising out of the use of any Content or otherwise in terms of this Agreement, even if Instant Visuals has been advised of the possibility of such damages, costs or losses. Instant Visuals shall not be liable for any damages, costs or losses arising out of or as a result of modifications made to any Content.
4.3 While Instant Visuals uses commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of any Content. It makes no warranties and/or representations regarding the integrity of any Content provided on its website.
4.4 Instant Visuals grants no rights and makes no representations or warranties with respect to the use of any names, trademarks, service mark, logotypes, copyrighted designs or works of art or architecture depicted in any Content. It is your responsibility to ensure that all necessary rights, consents, or permissions that may be required for your use of any Content are obtained.
4.5 Instant Visuals does not warrant that any Content, Instant Visuals’ websites, or other materials, will meet your requirements or that use of the same will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely your responsibility.
4.6 In no event shall Instant Visuals’ total aggregate liability to you, or to any third party claiming through you, arising out of or in connection with your use of or inability to use Instant Visuals’ website and/or any Content (whether in contract, tort or otherwise) exceed the monetary amount actually received by Instant Visuals from you for your use of the applicable Content. Neither Instant Visuals nor any of its officers, employees managers, members, shareholders, directors suppliers or those of its affiliates including parent companies and subsidiaries, shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or loss of profits or any other damages, costs or losses arising out of your use of any Content, Instant Visuals’ breach of this Agreement, or otherwise
4.7 You warrant and represent that:
4.7.1 All information, including personal information, that you provide to Instant Visuals is accurate, complete, and current. You agree to correct and update such information to ensure its accuracy and completeness at all times. Falsification of such information, or failure to comply with this Agreement may result in the termination of your account with Instant Visuals.
4.7.2 You accept responsibility for any and all activities conducted through your Instant Visuals account. You agree to notify Instant Visuals immediately of any unauthorized use of your account, including the unauthorized use of your password or accounts, as well as of any other breach of security that may affect Instant Visuals.
5.1 You shall defend, indemnify and hold harmless Instant Visuals, its directors, employees from all damages, liabilities and expenses (including reasonable attorneys’ fees) arising out or as a result of claims by third parties relating to:
5.1.1 your use of any Content outside the scope of this Agreement;
5.1.2 any other actual or alleged breach of this Agreement by; or
5.1.3 your breach of any agreement with Instant Visuals.
- Terminations and Revocation
6.1 Instant Visuals reserves the right to terminate this Agreement in the event that you:
6.1.1 provide inaccurate information regarding your proposed use of the Content at the time of entering into this Agreement;
6.1.2 fail to pay the relevant fees for use of the Content
6.1.3 breaches the terms of this Agreement.
6.2 The rights granted to you under this Agreement will terminate automatically without notice from Instant Visuals if you;
6.2.1 fail to comply with any provision of this Agreement;
6.2.2 upon institution of winding up proceedings or insolvency proceedings against you;
6.2.3 upon dissolution of any entity on whose behalf you entered into this Agreement. Instant Visuals shall not consent to any assignment of the rights granted pursuant to this Agreement.
6.3 Upon termination, you must immediately stop downloading any further Content
6.4 Instant Visuals reserves the right to revoke your license to use any Content for good cause and elect to replace such Content. Upon notice of any revocation of any Content you shall immediately cease using such the Content and shall where possible ensure that your clients and customers do likewise.
- Electronic Storage
For any Content delivered to you in electronic form, you must retain the copyright symbol, and any other information as may be embedded in the electronic file containing the Content. You shall maintain a robust firewall to safeguard against unauthorized third-party access to the Content.
8.1 Upon notice from Instant Visuals, or upon your knowledge, that any Content may be subject to a threatened or actual claim of infringement, violation of another right, or any claim for which Instant Visuals may be liable, or if Instant Visuals withdraws any Content for any reason, Instant Visuals may require you to immediately:
8.1.1 stop using the Content;
8.1.2 delete or remove the Content from its premises, computer systems and storage (electronic or physical); and
8.1.3 ensure your clients do likewise.
- Governing Law
This Agreement will be governed in all respects by the laws of the Republic of South Africa. The Courts in South Africa shall settle any disputes arising from this Agreement or its enforceability.
If one or more of the provisions contained in this 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.
No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party 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 either party 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.
- Other provisions
12.1 You shall not sell, rent, load, give, sublicense, or otherwise transfer to anyone, the Content or the right to use Content.
12.2 Instant Visuals shall be under no obligation to refund the cost of a purchase of any Content. However, in the event that Instant Visuals determines that you are entitled to a refund of all or part of your purchase price, such refund shall only be made to the account originally used by you to make the subject purchase. If your payment was made by cheque, your refund will be made by cheque.
12.3 The work you produce with any Content must be used for yourself, your direct employer, client, or customer, who must be the end user of your work. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Instant Visuals Content please notify immediately via email at info@instant visuals.africa.
12.4 You shall not share your username and password combination with third parties. Your Instant Visuals username and password are to be used only by you. Any person that desires to access Instant Visuals’ website must have his/her own username and password. You may access your account on multiple computers, but only one computer may be logged in using your account at any time. If any two users on two separate computers are using the same username and password, we reserve the right to terminate that subscriber’s account without refund or prior notice. We reserve the right to monitor accounts and institute measures to stop users from sharing their login information. If you require additional users to be able to access your account and license Content, please purchase a team account.
12.5 You must be at least 18 years of age to use the Instant Visuals’ website and accept this Agreement.