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Content License Agreement2020-12-04T20:30:07+00:00

Microfile Content License Agreement

Last updated: December 4, 2020

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

What types of licenses does Microfile offer?

Microfile offers only one type of license model: Royalty-free (“RF”). 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 Getty Images are: Royalty-Free rights which means 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. Microfile can license the same content to other customers. If you would like exclusive rights to use royalty-free content, please contact Microfile to discuss a buy-out.

Restricted uses.

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.

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).

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.

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.

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:

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.

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.

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 Microfile immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under each user account. Microfile reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Microfile 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 Microfile or its content suppliers. All rights not expressly granted in this agreement are reserved by Microfile 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.

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 Microfile website: “Images by Microfile”

Can I use the Microfile name or logo, or the name and logos of its content suppliers? You may use the name of Microfile 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.

Termination. Microfile may terminate this agreement at any time if you breach any of the terms of this or any other agreement with Microfile, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Microfile in writing that you have complied with these requirements. Please note that this includes all social media accounts also.

Refunds/Cancellation. All requests for refunds/cancellations must be made in writing or by email to Microfile. Provided that the request is made within 30 days and the licensed content has not been used, Microfile may cancel the relevant order and issue a full refund to your account or credit card. 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.

Content Withdrawal. Microfile may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Microfile, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which Microfile may be liable, Microfile 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. Microfile will provide you with replacement content (determined by Microfile in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.

Representations and Warranties.

Microfile makes the following representations and warranties:

Warranty of Non-Infringement. For all licensed content, Microfile warrants that your use of such content in accordance with this agreement and in the form delivered by Microfile (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.

Licensed royalty-free content. Microfile warrants that your use of such content in accordance with this agreement and in the form delivered by Microfile (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.

Warranty Disclaimer. Unless specifically warranted above, Microfile 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.

Caption/Metadata Disclaimer. While Microfile has made reasonable efforts to correctly categorize, keyword, caption and title the content, Microfile does not warrant the accuracy of such information, or of any metadata provided with the content.

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. Microfile 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.

Indemnification/Limitation of Liability.

Indemnification of Microfile by you. You agree to defend, indemnify and hold harmless Microfile and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with Getty Images; and (iii) your failure to obtain any required release for your use of content.

Indemnification of you by Microfile. Provided that you are not in breach of this or any other agreement with Microfile, and as your sole and exclusive remedy for any breach of the warranties set forth in the above information. Microfile agrees, subject to the terms, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by Microfile of its warranties in above information. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from Microfile, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.

The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

Limitation of Liability. MICROFILE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF MICROFILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

General Provisions.

Assignment. This agreement is personal to you and is not assignable by you without Microfile’s prior written consent. Microfile 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.

Electronic storage. You agree to retain the copyright symbol, the name of Microfile, the content’s identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties. You may make one (1) copy of the content for back-up purposes.

Governing Law/Arbitration. This agreement will be governed by the laws of the State of Florida, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator in the State of Florida.

Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Microfile and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.

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