Image License Agreement
The PIXAMOLA License in Plain English
- Worldwide, royalty-free license
- Unlimited digital use. Up to 250k print runs.
- No limitations on any of the following:
- Duration of use
- Location of use
If you have any questions, contact us at email@example.com
Below is the full license agreement complete with (we’re sorry!) all the legal jargon.
PIXAMOLA – Image License Agreement
Effective as of July 20, 2017
We may need to change this Agreement from time to time, and you agree to be bound by future versions. If we make material changes, we will email you and notify you upon login. The version of this agreement in effect during a given billing cycle governs the usage of Images downloaded during that cycle.
Please keep your username and password confidential. They are for your use alone. Each person licensing imagery from PIXAMOLA must have his or her own credentials. This agreement is for a “single seat”- allowing one person (not an entire company) to download and use Images.
- Ownership. All images are protected by copyright law and international copyright treaties. We and our contributors reserve all rights not granted in this Agreement.
- License. Subject to the terms of this Agreement, PIXAMOLA grants you a non-exclusive, non-transferable, worldwide, perpetual right to use, modify, create derivative work of, distribute, and reproduce Images for any commercial, artistic, or editorial purposes not prohibited in this Agreement.
- Restrictions. You may not:
- Use an Image in excess of 250,000 printed copies without obtaining an additional enhanced license (unless you are purchasing an enhanced license allowing this use case as specified in your Order Form.)
- Redistribute or use any Image in a way that competes with PIXAMOLA. Specifically, you may not sublicense, resell, assign, transfer, convey, share, or provide access to the Images or any rights in the Images, other than as permitted in this Agreement.
- Use our Images for any resale product where the Image is the primary feature of the product (i.e. wall art, digital wallpaper, templates etc.) (unless you are purchasing an enhanced license allowing this use case as specified in your Order Form.)
- Incorporate the Image into any logo, trademark, trade dress, or service mark.
- Use an Image in any unlawful manner or in any way that a reasonable person might find offensive or that would likely bring any person or property reflected in the Image into disrepute (e.g. pornography, adult entertainment, physical or mental ailments, healthcare or pharmaceuticals, political endorsements, or in connection with any unlawful or immoral content).
- Use an Image containing a person if such use i) implies the person suffers from a physical or mental infirmity, ii) depicts that such person endorses any product or service without an accompanying statement that the person is a model and the Image is for illustrative purposes only.
- Falsely represent that you are the original creator of an Image.
- Use an Image on any service that claims to acquire rights to the Image.
- Infringe any third party’s trademark or IP (intellectual property) (of course, excluding the IP warranty that we make for commercial images - see Section 9 of this Agreement) or use an Image for deceptive advertising.
- Remove or modify any PIXAMOLA copyright management information from any place where it is on or embedded in the Image.
- Transferability; Derivative Works. The end user of the work you produce with the Image must be yourself or your employer, client or customer. Only you are permitted to use the standalone Images (you may not sell, rent, loan, etc. to any third party). You may transfer files containing the Images to clients, vendors, or ISP’s for the purpose licensed under this Agreement. You agree to take reasonable efforts to protect Images from being extracted or stolen. You will promptly notify us of any misuse of the Images. If you pass Images as authorized above, the receiving parties must agree to protect images as required by this Agreement. Even when used in derivative work, our Images continue to be owned by PIXAMOLA or our Contributor(s).
- Image Usage. Only Imagery explicitly approved for commercial use on the Service is warranted by PIXAMOLA to be usable commercially (i.e. promoting a product or service, merchandising, etc.). Imagery approved for editorial use only or disapproved for commercial use should not be used commercially. Images pending commercial review are used at your own risk. You are solely responsible for determining if your intended use is commercial. We ask our contributors to verify that all Images are usable for artistic or editorial purposes, but we make no warranties or representations regarding such usage. For Images specified on the Service as for editorial use only or commercial use prohibited, PIXAMOLA does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, designs or works of art or architecture depicted therein. In such cases, you shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of such Images, and shall be responsible for obtaining such release(s).
- Payment. You agree to pay the fees and applicable taxes associated with the Image license or subscription outlined above. Unless otherwise noted, all subscriptions include auto-renewal and you will automatically be charged on the renewal date. Our fees may change, but subscription plans will not change without notice via your account email. If you don’t pay for your Image, you have no rights to that Image. Purchases are final and we are not compelled to issue refunds, but if you have any problems with our service, we will do our best to make you happy and provide refunds where we can. If paying by credit card, you hereby authorize us (or our payment provider) to charge your card the specified fees. Purchases are final and we are not compelled to issue refunds, but if you don’t find and license a photo within seven (7) days of first paying for PIXAMOLA, you may request a refund. Given this grace period and our obligation to our photographers, refunds will not be issued outside of these parameters.
- Review and Records. With reasonable notice, you will provide sample copies of uses of Images to PIXAMOLA. You must keep record of all usage of Images including details on client usage. PIXAMOLA may request and audit such records periodically. If Images are discovered to have been used outside of the scope of this agreement, you will pay for the cost of the audit and remit to PIXAMOLA payment for the additional usage or take down the Images at PIXAMOLA’s preference.
- Representations and Warranties. We represent and warrant that Images listed as commercially approved on the Service, unaltered and used in full compliance with this Agreement, will not infringe any copyright, trademark, or other IP right nor violate any third party’s right of privacy or publicity.
ASIDE FROM THIS EXPLICIT REPRESENTATIONS AND WARRANTIES IN THIS SECTION 8, THE SERVICE, IMAGES, AND ACCOMPANYING MATERIALS (AS APPLICABLE) ARE PROVIDED “AS IS” 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.
FOR IMAGES NOT LISTED AS COMMERCIALLY APPROVED ON THE SERVICE, OR WHERE COMMERCIAL APPROVAL IS PENDING, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE DO NOT WARRANT THAT ANY PIXAMOLA IMAGES OR SERVICES WILL MEET YOUR NEEDS, BE UNINTERRUPTED, OR BE ERROR FREE.
You should seek legal counsel before using any Images for any commercial purpose.
Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
- PIXAMOLA Indemnification. Subject to the terms of this Agreement, and so long as you haven’t broken the terms of this Agreement or any other agreement with PIXAMOLA, we will, as your sole remedy for breach of the representations and warranties in Section 8 above (the “Warranties”), defend, indemnify, and hold you harmless up to the “Liability Limit” (defined below). This indemnification applies only to the claims for damages directly attributable to PIXAMOLA’s breach of the Warranties, together with the expenses (including reasonable attorney’s fees), arising out of or directly connected to any actual or threatened lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of Images used by you pursuant to this Agreement violate the Warranties. This indemnification shall not apply, and PIXAMOLA shall have no liability under this Agreement, to the extent arising out of modification of Images, use in any derivative work, the context in which the Image is used, or your (or a third party’s acting on your behalf), breach of this Agreement, negligence or intentional wrongdoing. The amounts counted against the Liability Limit include without limitation all costs of defense (including attorney’s fees), settlements, and damages paid by PIXAMOLA.
To receive this indemnification, you must, within three (3) business days of knowing of, or having a reasonable basis to know of a claim or threatened claim, notify PIXAMOLA (as set forth below) of such claim or threatened claim (including all relevant details), and confirm our right to assume the handling, settlement or defense of any claim or threatened claim. The notification must be emailed to PIXAMOLA at firstname.lastname@example.org, with a hard copy to PT Komunika Lintas Maya, Jl. Teratai 1 Blok 51 No. 13 Kavling DKI, Meruya Utara, Kembangan, Jakarta, Indonesia 11620, Attention: Legal, with a copy sent via Certified Mail, Return Receipt Requested, or overnight courier, recipient's signature required.
PIXAMOLA shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with PIXAMOLA in the defense of any such claim and shall have the right to participate in any litigation at your own expense. PIXAMOLA shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
- Your Indemnification. You agree to indemnify, defend and hold PIXAMOLA, its affiliates, its Contributors, affiliates, licensors, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “PIXAMOLA Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any PIXAMOLA Party as a result of or in connection with (i) any breach or alleged breach by you or anyone acting on your behalf of you of any of the terms of this Agreement, including without limitation any use of our website, service or any Image other than as expressly allowed in this Agreement; (ii) any combination of an Image with any other content or text, or any modification or derivative work of the Image; or (iii) any use or alleged use of any Image designated by PIXAMOLA on the Service as for editorial use only, not for commercial use, or pending commercial approval, in any commercial use.
- Limitation of Liability.
NOTWITHSTANDING ANY OTHER TERM HEREIN, PIXAMOLA SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR RELATING TO YOUR USE OF IMAGES DESIGNATED FOR EDITORIAL USE ONLY/NOT FOR COMMERCIAL USE, MODIFICATIONS MADE TO THE IMAGES, DERIVATIVE WORKS OF THE IMAGES, OR THE CONTEXT IN WHICH THE IMAGES ARE USED, or any breach by you, or a third party receiving Images from you, of any of the terms or conditions of this Agreement, or your or their negligence or intentional wrongdoing.
PIXAMOLA's total maximum obligation and liability (INCLUDING ANY THIRD PARTY ASSERTING CLAIMS ON BEHALF OF SUCH CUSTOMER), for all claims ARISING under OR RELATED TO this Agreement (TOGETHER WITH ANY OTHER AGREEMENT), shall be limited to One Thousand United States Dollars - US$100 per image licensed - (the "Liability Limit").
TO THE FULLEST EXTENT ALLOWED BY LAW, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 9 HEREOF (“PIXAMOLA INDEMNIFICATION”), IN NO EVENT SHALL PIXAMOLA'S 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 THE PIXAMOLA SERVICES AND/OR IMAGE(S) CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY PIXAMOLA FROM YOU FOR YOUR USE OF THE APPLICABLE IMAGE(S).
TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER PIXAMOLA NOR ANY OF ITS OFFICERS, EMPLOYEES MANAGERS, MEMBERS, SHAREHOLDERS, DIRECTORS OR SUPPLIERS 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 IMAGE(S), SERVICE, WEBSITE, PIXAMOLA'S BREACH OF THIS AGREEMENT, OR OTHERWISE, UNLESS EXPRESSLY PROVIDED FOR HEREIN, EVEN IF PIXAMOLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT, SHALL PIXAMOLA'S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE PIXAMOLA SERVICES AND/OR IMAGE(S) CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE LIABILITY LIMIT.
SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- Termination. Unless terminated as allowed below, this Agreement is effective so long as you have your account. You can terminate any license granted under this Agreement by destroying the Images and any derivative works thereof, along with any copies or archives of the foregoing or accompanying materials (if applicable), and ceasing to use the Images for any purpose. The licenses granted under this Agreement also terminate without notice from PIXAMOLA if at any time you fail to comply with any of the terms of this Agreement. PIXAMOLA may terminate this Agreement, and your account and all of your licenses, with or without notice to you, upon your failure to comply with the terms of this Agreement. Upon termination of your license, you must immediately cease using the Images for any purpose; destroy or delete all derivative works of the Images, and copies and archives of the Images or accompanying materials; and, if requested, confirm to PIXAMOLA in writing that you have complied with these requirements. THE FOREGOING TERMINATION SHALL BE IN ADDITION TO PIXAMOLA'S OTHER RIGHTS AT LAW AND/OR EQUITY. PIXAMOLA SHALL BE UNDER NO OBLIGATION TO REFUND ANY FEES PAID BY YOU IN THE EVENT THAT YOUR LICENSE OR ACCOUNT IS TERMINATED BY REASON OF YOUR BREACH.
- Survival of Rights After Termination. The following terms and conditions will survive any termination or expiration of this Agreement: the terms applicable to Image licenses granted hereunder shall survive with respect to surviving licenses, and Sections 7, 10 (provided that this Agreement is not terminated as a result of your breach, and that you at all times thereafter remain in compliance with its terms), and 11-15.
- Removal of Images from the Service. PIXAMOLA reserves the right to remove from the Service, and to revoke any license to any Images for good cause and to elect to replace such Image with an alternative Image. Upon notice of any revocation of a license for any Image, you shall immediately cease using such Images, shall take all reasonable steps to discontinue use of the replaced Images and shall inform all end-users and clients of same.
- Miscellaneous. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. The parties agree that any material breach of Section 3 (“Restrictions”) will cause irreparable injury to PIXAMOLA, and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of such Section in addition to any other relief to PIXAMOLA may be entitled. If we fail to enforce portions of this Agreement, that does not mean such portions are waived. This Agreement is not transferable by you without our written approval, and any such purported transfer without approval is void. If any portion of this Agreement if found to be illegal or unenforceable, that portion shall be modified to reflect the fullest legally enforceable intent of the parties (or if not possible, removed) without effecting the validity or enforceability of the remainder. Any legal action or proceedings concerning our relationship with you or this Agreement shall be brought in the courts of Jakarta, Indonesia, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this Agreement. The validity, interpretation and enforcement of this Agreement, matters arising out of or related to this Agreement or their making, performance or breach, and related matters shall be governed by the laws of Indonesia. You agree that service of process in any actions, controversies and disputes arising from or relating to this Agreement may be effected 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. All references to “purchase” and “sale” in this document with respect to Images refer to the purchase and sale of a license to an Image, and not the purchase or sale of any underlying copyright in any Image.