STANDARD ROYALTY FREE LICENCE
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT. YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT IS AN ABSOLUTE CONDITION OF YOUR USE OF ANY PRODUCT OR SERVICE OF MARTIN SOTELANO.
GENERAL TERMS AND CONDITIONS
This Agreement is an agreement between MARTIN SOTELANO conducting business or transactions through and as MARTIN SOTELANO (“Site”) and the user (“You”) who downloads the Content and/or the Audio Content (as defined below, respectively) from the Site or otherwise contributes towards the Content of MARTIN SOTELANO . You may not allow anyone else to use Your username or password. Each use / activity / transaction originating from Your username / account will be attributed to and, be held responsible by You, regardless of whether such use / activity / transaction was known to or approved by You. You must not use any automated means to access, log-in or register accounts on the Site.
You understand that the Content and/or the Audio Content is copyrighted and may be owned by a third party, and any unauthorised use by You may be an infringement of such copyright. We reserve the right to amend, change, alter, substitute or otherwise modify the terms and conditions of this Agreement (and other terms and conditions, guidelines or policies at the Site) at any time (“Update”). Each Update will be dated and indicated on the Site, and such indication shall serve as effective notification to You. Continued (i) download of the Content and/or the Audio Content from the Site (or receipt of the Content and/or the Audio Content from MARTIN SOTELANO or its approved affiliates, upon request); or (ii) registration of the user account, after two (2) weeks of such Update notification will constitute Your unconditional acceptance of the Update.
For avoidance of doubt, the parties accept that this Agreement is to be read together with the applicable additional terms and conditions below in construing the agreement between the parties in relation to the licensing and use of the Content and/or the Audio Content herein. In the event of any inconsistency, the applicable additional terms and conditions shall prevail.
If You are purchasing on behalf of a licensee (“Licensee”), You hereby represent and warrant that You are authorized to act on behalf of such Licensee and have full authority to bind the Licensee to this Agreement. If the Licensee fails to abide by this Agreement, You shall be personally and fully liable on a joint and several basis for such failure and any resulting damage or claim. For the purpose of this Agreement, all terms and conditions of this Agreement as applicable to You shall apply equally to the Licensee (as the case may be).
MARTIN SOTELANO represents to the best of its knowledge that it owns all rights or has all requisite authority, including all copyrights, in and to the Content and/or the Audio Content, or, is authorized to license the Content and/or the Audio Content under the terms and conditions of this Agreement; provided, however, that such representation will be deemed inapplicable with regards to the Content and/or the Audio Content which is found to be subject to the ownership or rights of any third party (other than MARTIN SOTELANO ) without the reasonable knowledge or fault of MARTIN SOTELANO . The copyright and all other rights of the Content and/or the Audio Content shall remain with MARTIN SOTELANO and its respective contributors / suppliers. However, such representation will be deemed inapplicable with regards to the Content and/or the Audio Content which does not carry the corresponding model / property release in relation to the Content and/or the Audio Content which prevents the Content and/or the Audio Content from the intended use.
For the Content and/or the Audio Content identified as “Editorial Use Only”, MARTIN SOTELANO 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 designs, works of art or architecture depicted or contained in the Content and/or the Audio Content. You acknowledge that no releases are generally obtained for the Content and/or the Audio Content identified as “Editorial Use Only”, and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when such persons have not provided a release. You shall be solely responsible for determining whether release(s) is/are required with Your proposed use of the Content and/or the Audio Content identified as “Editorial Use Only” and You are solely responsible for obtaining such release(s).
MARTIN SOTELANO and the Content and/or the Audio Content are made available to You “AS IS”, “AS AVAILABLE”, and “WITH ALL FAULTS”. MARTIN SOTELANO , its employees, directors, and officers, and anyone else associated with MARTIN SOTELANO disclaims, to the fullest extent permitted by law, any and all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, no infringement, or that Your usage of MARTIN SOTELANO will be uninterrupted, error free of computer viruses or other damaging materials. When You access and acquire the Content and/or the Audio Content, You do so at Your risk. MARTIN SOTELANO , its employees and officers, and anyone else acting on behalf of MARTIN SOTELANO also disclaims any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort. MARTIN SOTELANO , its employees, directors, and officers, and anyone acting on behalf of MARTIN SOTELANO make no representation or warranty as to Your right to use any individual’s name, likeness, and/or image appearing in the Content and/or the Audio Content without first obtaining appropriate rights from such individual.
You understand and acknowledge that neither MARTIN SOTELANO , its employees, directors, and officers, nor anyone acting on behalf of the Site has made any representation or warranty that Your use of the Content and/or the Audio Content will not infringe or violate the trademark rights of any third party, or constitute a false designation of origin or any other form of unfair competition, and
You understand that You should seek competent counsel before using the Content and/or the Audio Content on or in connection with any goods or services or for any other commercial purposes.
You represent and warrant that:
You are at least eighteen (18) years of age and have the right to enter into this Agreement;
You will not use the Content and/or the Audio Content in any way that is not permitted by this Agreement;
Your use of the Content and/or the Audio Content will not violate any applicable law or regulation of any country, state or other governmental entity;
Information that You provided to MARTIN SOTELANO is accurate and true, including, without limitation, all payment and billing information;
The download, upload or use in any way of Content and/or Audio Content or information which is uploaded by You onto MARTIN SOTELANO (the “Uploads”) does not infringe upon the copyright, trademark or any intellectual or proprietary property right of MARTIN SOTELANO or third party and that You are the full owner of the Uploads and all rights vested in the Uploads without any encumbrance or fetter to such rights; and
Except as otherwise stated in this Agreement, any account(s) opened or maintained by You on the Site will only be accessed and used by You for the purposes and on terms stipulated in this Agreement.
Subject to the terms herein, MARTIN SOTELANO grants You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable sub-license/license to use, Reproduce, modify, publish and display downloaded Content and/or Audio Content according to the terms and condition of this Agreement.
Single User Account Only.
This Agreement only allows the creation and registration of a Single User Account. You may not allow anyone else to use Your username or password. If You wish to create multiple seats to concurrently and/or separately access Your Account, You may only do so through MARTIN SOTELANO ‘s Corporate+ account or by contacting the MARTIN SOTELANO Support Team.
“Audio Content” means any sound / audio (including music, sound effects, musical compositions, musical arrangements, jingles, track compilations, sound and master recordings, non-musical audio recordings, voice and voice recordings and sound / audio clips), original audio digital files, or any copies thereof subject to this Agreement, offered for licensing by way of download from MARTIN SOTELANO to You.
“Content” is defined as any photo, image, video footage or vector owned by MARTIN SOTELANO or its authorized contributors which have been made available for download on the Site.
“Licensed Work” means the genuine end-product or end derivative work that has been created by or on behalf of You or Your client, using independent skill and effort and that incorporates the Content and/or the Audio Content and other material, and which the Content and/or the Audio Content shall be inseparable (to the extent commercially and reasonably possible) from the Licensed Work to be standalone Content and/or Audio Content.
“Reproduce(d)” means any form of copying or publication of the whole or a part of any Content and/or Audio Content by whatever means (which includes distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Content to create a finished derivative product (the Licensed Work).
“Standalone Content” means the unaltered and unmodified Content in the original form downloaded from the Site, including the same Content at a different resolution.
“Vital Role” means the Content used to form an integral part or core component of the Licensed Work and will substantially increase the value of Your Licensed Work.
Standard Permitted Uses.
Permitted uses include the use, modification, Reproduction and/or display of the Content (in each case, without any rights of resale) in relation to the following Licensed Works:-
USES EXAMPLES of LICENSED WORKS
Advertising / Marketing / Promotions (Business & Commercial Purposes)
Advertisements in magazines, periodicals, newspapers, reports and other traditional print media.
Print ads, mailers, handouts, brochures, flyers, posters, catalogues, packaging for promotional materials which EXCLUDES packaging for merchandise (e.g. where the packaging forms part of the product, such as a box for a toy) and packaging as a product (e.g. wrapping paper being the merchandise).
Print / Publications / Education
Prints on book covers (front and back), up to 500,000 prints collectively for each Content.
Business cards, letterhead, catalogues, brochures and pamphlets.
Multimedia presentations such as on Microsoft PowerPoint, provided the following copyright notice is displayed next to the file: “[Contributor’s Name] © MARTIN SOTELANO “.
A reasonably prominent statement shall be included on the same page as the Content that states as follow: “Certain images and/or photos on this page are the copyrighted property of MARTIN SOTELANO Limited, its contributors or its licensed partners and are being used with permission under the relevant license. These images and/or photos may not be copied or downloaded without permission from MARTIN SOTELANO Limited.”
“Editorial Use Only” Contents & Editorial Context
Important – Content marked “Editorial Use Only” may only be used for editorial purposes and may not be used for commercial / advertising / promotional purposes.
Content used for editorial purposes (such as magazines, newspapers, textbooks, books, eBooks, directories online or multimedia CDs) must display the following copyright notice next to the file: “[Contributor’s Name] © MARTIN SOTELANO “.
For the avoidance of doubt, all Content (including Contents not marked “Editorial Use Only”) may also be used in an editorial context, whether in traditional or electronic print, websites, blogs, television, online video, provided that the above copyright notice is displayed next to the file.
Editorial publication only up to 500,000 print collectively for each Content.
Design Elements & Art
On a website, video game or data storage device for distribution or use by others (BUT not in connection with any website template or software product for distribution, resale or use by others).
As background or screen Content in software or mobile applications, provided that the Content does not play a Vital Role in the Licensed Work.
Substantially Reproduced into original artwork.
On video, film, television broadcast and internet for home video, documentary, feature film or commercial use provided the following copyright notice is prominently displayed next to the file: “[Contributor’s Name] © MARTIN SOTELANO ” and the Content does not play a Vital Role in the Licensed Work. Prominent display of the credit statement could include, e.g. beginning or ending credits to a television program or broadcast, or cited reasonably close to the Content used, or appended or annotated clearly.
Social Media Websites & Applications
Posting and/or uploading Content onto social media websites and applications (such as Facebook, Instagram and Twitter), provided that (1) such social media websites and applications do not assume or deem the ownership or rights (including Copyright) in the Content (whether as Standalone Image, in a derived form or as a Licensed Work), other than being permitted through You as a licensee of the Content to have the Content and/or Licensed Work displayed or used as permitted under this License; or (2) You must include Your organization logo at any corner of the Content measuring a minimum of 125 pixel width or length, (whichever is the larger) and/or the Content must be incorporated in a Licensed Work.
Home decoration, wall murals / art, albums, prints, personal property and use DIY items and other personal prints.
Personal blogs and other personal publications (traditional or online) provided that personal publications will not cause You or any third party publication service providers (e.g., blog service providers) to assume or deem the ownership or rights (including Copyright) in the Content (whether as a Standalone Image, in a derived form or as a Licensed Work).
As decor in an office, lobby, public area, restaurant or retail store.
To facilitate Your use of Content to Reproduce Licensed Works, You may also:
Client Work: utilize Content to produce Licensed Works on behalf of clients (e.g., advertisements by a graphic designer).
Procurement: obtain this Agreement to the Content on behalf of the client, provided the client is similarly fully subject to and bound by the terms of this Agreement.
Representative: obtain this Agreement on behalf of Your employer, company, group or affiliate, provided such other party is similarly fully subject to and bound by the terms of this Agreement.
Subcontract: transfer the Content obtained from the Site to Your subcontractors or employees temporarily to produce the Licensed Works strictly on Your behalf, provided such other party abides by the restrictions in this Agreement.
Other than as specifically permitted in paragraphs 7 and 8 herein, You may NOT:
Sublicense, sell or transfer any rights in this Agreement
The rights in this Agreement are personal to You.
You may not transfer any rights in this Agreement to third parties without MARTIN SOTELANO ‘s consent.
Sell, share, license, assign or distribute the Content
Conveyance of the Content to third parties must always be where the Content has been incorporated into a Licensed Work.
You must ensure that adequate technological measures are put in place in order that the Content may not be extracted / copied from the Licensed Works by third parties.
You must ensure that the Content is not included in an electronic form which can be reproduced by third parties on electronic or printed products.
You must not share the Content across a network or service, on a CD or DVD or any media, on mobile devices, in peer-to-peer file sharing websites or applications or in any other way that enables the Content to be accessed by any third party.
Infringe MARTIN SOTELANO ’s Intellectual Property Rights
In connection with the Content / Licensed Work, You may not infringe or misappropriate the intellectual property rights (e.g., copyright, design right or trademark) of any party.
You must not remove any copyright notice, watermark, author attributions, legal notices, proprietary designations or other intellectual property information in any Content.
You must not use the Content in any logo or as part of any trademark.
You must not falsely represent, expressly or impliedly, that the Licensee is the original creator of a work that is either a standalone pictorial, graphic, motion picture or other audio and visual work that derives a substantial part of its artistic components from the Content.
Extract Content Illegally
You must not use methods other than those provided by MARTIN SOTELANO such as automated or programmatic means or methods to download the Content from the Site.
Use the Content Illegally or in a way that would bring MARTIN SOTELANO into disrepute
You may not use the Content in any way that violates any law, regulation or statute in any applicable jurisdiction.
the Content and Licensed Work may not be used in any way (by itself or with other content / context) that is pornographic, offensive, politically endorsing, racist, ethnically or culturally offensive, obscene or indecent, sexually explicit, immoral, defamatory, intrusive of privacy or illegal; or in a manner which endorses violence or acts of terrorism, adult entertainment services or venues, tobacco products, medical products for treating health issues related to sex, mental condition or terminal illness, dating websites or apps, is discriminatory towards race, gender, religion, faith or sexual orientation.
Use Content to Derogate Persons / Property
You may not use the Content in connection with a subject that would be unflattering or unduly controversial to a reasonable person unless You accompany each use with a statement that clearly indicates that (i) the Content is being used for illustrative purposes only and (ii) any person depicted in the Content, if any, is a model.
You may not imply that the creator of the Content endorses any political, immoral or offensive inclinations.
Resell the Licensed Works
The Licensed Works and/or the Content may not be used as a part of a physical item or template that is to be resold.
You understand and agree that MARTIN SOTELANO may, in its sole discretion:
monitor anything You download from or upload to the Site, as frequently as MARTIN SOTELANO in its sole discretion determines, for any violation of this Agreement;
limit downloads to a fixed amount of total downloads per twenty-four (24) hour period, per User, as to ensure the best possible service to all MARTIN SOTELANO subscribers;
track any abuse of Your username and password in connection with the Site or in connection with this Agreement;
terminate Your account immediately if we detect You are using, or are trying to use any automated means to download the Content; and
terminate Your account, without notice, if it finds what MARTIN SOTELANO believes to be any violation of this Agreement and/or any abuse of Your username and password. If Your account is terminated for any violation of this Agreement and/or any abuse of a username or password, You shall lose all rights to the Content, must immediately delete all Content acquired from MARTIN SOTELANO , and forfeit all fees paid.
This Agreement is effective until it is terminated. You can terminate this Agreement by:
deleting and destroying all Content and/or Audio Content downloaded by You and in Your possession, and any Licensed Work(s), and copies / accompanying materials thereof; and
ceasing to use the Content and/or the Audio Content for any purpose.
MARTIN SOTELANO can terminate this Agreement without notice to You if You fail to comply with any of the terms and conditions of this Agreement. Upon such termination, You must immediately carry out Sections 11(a) and (b) above with or without further notice by MARTIN SOTELANO and confirm in writing to MARTIN SOTELANO that the foregoing requirements have been completed.
You agree that neither MARTIN SOTELANO nor their respective affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than You), shall be liable for any general, punitive, special, incidental, indirect or consequential damages or loss of profits or any other damages, costs or losses arising from any use or non-use of the Content and/or the Audio Content, even if such parties have been advised, or advised of the possibility, of such damages.
THE CONTENTS AND THE SITE ARE PROVIDED “AS IS, AS AVAILABLE, WITH ALL FAULTS” BASIS AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Notwithstanding anything to the contrary in this Agreement, You agree to fully defend, indemnify and hold MARTIN SOTELANO and its officers, directors, employees, owners, agents, representatives, licensors, and anyone else associated with MARTIN SOTELANO and each of their successors, (sub)licensees (other than You), and assigns free and harmless from any and all claims (including, without limitation, third party claims), liabilities, costs, losses, damages, or expenses, including reasonable attorneys’ fees and expenses, arising in connection with Your use of the Content and/or the Audio Content and the Site or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in this Agreement.
Provided that You have not breached the terms of this Agreement, MARTIN SOTELANO agrees to defend, indemnify, and hold You harmless up to the Liability Cap (defined below). Such indemnification shall only apply to claims for damages directly attributable to MARTIN SOTELANO ‘s breach of the warranties and representations in this Agreement, together with the expenses (including reasonable attorneys’ fees), arising out of or directly connected to any valid actual or threatened third party lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of unaltered Content downloaded and/or Audio Content downloaded and used by You pursuant to this Agreement violate MARTIN SOTELANO ‘s warranties and representations contained herein. This indemnification is on the condition that You give MARTIN SOTELANO :
no later than five (5) business days written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and emailed to firstname.lastname@example.org. , Attention: General Counsel;
full information, assistance and cooperation for the defense or settlement thereof; and
at MARTIN SOTELANO ‘s option, sole control of any defense, settlement or action related thereto.
MARTIN SOTELANO shall not be responsible for any claim settled without MARTIN SOTELANO ‘s consent or any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
MARTIN SOTELANO ‘s maximum aggregate obligation and liability to You for all claims (assessed collectively) under Section 14 shall be limited to Twenty Five Thousand United States Dollars (US$25,000.00) or the total amount of the license fees paid by You for the Content and/or the Audio Content, whichever the lower (“Liability Cap”).
You shall be entitled to license the Content and/or the Audio Content at the rates and/or the pricing as per check out. The rates and/or the pricing may be reviewed and amended by MARTIN SOTELANO from time to time, in its sole discretion.
The representations and the warranties made by MARTIN SOTELANO in this Agreement apply only to the Content and/or Audio Content as delivered by MARTIN SOTELANO and will be invalid if the Content and/or the Audio Content is used by You in any manner not specifically authorized in this Agreement or if You are otherwise in breach of this Agreement.
Governing Law and Dispute Resolution.
This Agreement shall be governed by the laws of United Kingdom, without regard to the conflict of laws principles.
All disputes arising out of or in connection with the performance of this Agreement shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree that the dispute shall be settled by arbitration in UK. The number of arbitrators shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties
You acknowledge and agree that any breach of any covenant, representations and warranties contained in this Agreement would cause irreparable injury to MARTIN SOTELANO such that damages and remedies under United Kindom (Engalnd & Wales) Law for any breach of any such covenant would be inadequate. You further acknowledge and agree that the arbitral tribunal may order any interim measure it deems necessary or proper in accordance with the applicable laws of Hong Kong, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.
Neither party shall assign its rights or interests under this Agreement to any Third Party without the other party’s prior written consent in each instance; except that a party may assign its rights, interests and obligations hereunder to any similarly financially responsible entity that is either (i) an affiliate of such party, (ii) the surviving entity of a merger, consolidation or plan or reorganization in which it participates, or (iii) to the purchaser of all or substantially all of the assets of the party, provided such assignee agrees to assume in writing such party’s rights and obligations under this Agreement.
No Third Party Rights.
Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any of its terms.
This Agreement constitutes the entire agreement between You and MARTIN SOTELANO regarding its subject matter. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties’ intention. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
This Agreement is written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting or construing the terms of this Agreement, the English version shall prevail.
You have agreed and reaffirm Your agreement to this Agreement electronically by downloading the Content and/or the Audio Content.
ADDITIONAL TERMS AND CONDITIONS
In addition to the General Terms and Conditions between You and MARTIN SOTELANO , You hereby agree to the following additional terms and conditions. All capitalised terms contained herein shall have the same meaning as defined in the General Terms and Conditions.
Extended Permitted Usage
In addition to the Standard Permitted Usage, You are entitled to the following Extended Permitted Usage to the Content:-
a limit of ten thousand (10,000) copies in aggregate per license for any printed (not for electronic distribution) material, merchandise or product for personal use or resale (for e.g. calendars, T-shirts, posters and mugs) and product packaging. Any amount exceeding the ten thousand (10,000) copies requires a new license.
no limitation on the number of digital runs; and
for the products that will be distributed electronically (as a Licensed Work) for personal use or resale such as, including but not limited to, eBooks, licensed software, website templates, flash templates and online documents provided that such Content cannot be separated from the products. Such use does not allow the re-distribution or re-use of the Content by a third party.
In addition to the General Terms and Conditions between You and MARTIN SOTELANO , You hereby agree to the following additional terms and conditions. All capitalised terms contained herein shall have the same meaning as defined in the General Terms and Conditions.
Extended Permitted & Restricted Usage
The Content may be utilised in the following manner: –
used, reproduced, modified, published, displayed and distributed without a run limitation; and
cropped, provided that the editorial integrity of the Content is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without the express written permission from MARTIN SOTELANO .
The Content may NOT be utilised in the following manner: –
any commercial, promotional or advertising purposes or for merchandising; and
on websites or in any other medium designed to induce or involving the sale, license or distribution of “on demand” products, including, without limitation, postcards, mugs, t-shirts, calendars, posters and other items.
The Licensed Work must include the following credit line adjacent to the Content:”© MARTIN SOTELANO ” or as otherwise notified by MARTIN SOTELANO .
Where technically feasible, a screen credit, equal in size and placement to like footage in the media, must be provided for any film or video footage Content used in a feature film, broadcast television or cable production and must read: “Footage supplied by MARTIN SOTELANO “.