Content License Agreement
The following Content License Agreement ("Agreement") is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement ("you" or "Customer") and Priime, Inc. (“Priime”) and sets forth the rights and obligations with respect to any content available for license from the Priime website (“Site”), including images, videos and other media formats (collectively, “Content”). By making a purchase, downloading any content or otherwise making use of Content available through the Site, you agree to be bound by this Agreement.
Please revisit this Agreement prior to purchasing any Content licenses on the Site. Any license purchased by Customer constitutes a binding agreement with Priime with respect to the licensed Content. Priime reserves the right to modify this Agreement at any time in its sole discretion. Prior to any material change to this Agreement becoming effective, Priime will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your Priime account, an announcement on this page, your login page, and/or by other means. Modifications to these TOS will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound this Agreement as modified.
1. Ownership and Limited Transfer
Ownership: The Content offered through the Site is owned or otherwise controlled by third party licensors (“Contributors”) who have granted Priime the right to sublicense the Content to Priime’s Customers. As between a Contributor and Customer and except as otherwise expressly set forth herein, the Contributor retains all right, title and interest in and to the Content, including all copyrights and other intellectual property rights in the Content. The Customer agrees that, except for the sublicenses expressly granted by Priime under this Agreement, no rights in any Content are granted to the Customer at any time.
- Limited Transfer: Priime agrees to a limited transfer of granted license rights between a Customer authorized to purchase on behalf of another or between a Customer and a third party, where the third party is integral to the creation of a an original, finished work created by Customer that incorporates the sublicensed Content along with other materials (“Work”) (for example, a printer, designer, or social media manager), provided those parties agree to the terms of this Agreement.
2. Grant of Sublicense
The Site offers Customers various licensing options for Content. The scope of each such license is set forth below and shall be for the time periods selected by Customer and specified on the Site.
- Standard License. If you have purchased a “Standard License,” the following shall apply to your use of the applicable Content:
- Subject to all terms of this Agreement, Priime grants Customer a perpetual, worldwide, non-exclusive, non-transferable, and non-sublicensable license in the Content; and the Customer may use the Content in the creation of Works and modify, reproduce, transmit, or display the Content.
- Without the purchase of an Extended License (as described below) or written permission from Priime, Customer may not allow the Content to be accessed by more than one user, use Content in templates or any other pre-designed format or structure which may be customized by the individual user by replacing generic elements of the format or structure (including, turnkey websites, pre-formatted emails or newsletters, mobile app templates, or blog or CMS themes) or on-demand product, or for any other use not expressly granted in this section.
- The Standard License allows use in:
- advertising and editorial print projects, and print projects not intended for sale, sublicensing, or other form of print distribution in exchange for payment, up to 500,000 hard copies, including in promotional materials, product packaging, book covers, presentations, catalogues, magazines, or newspapers;
- online, electronic, and mobile publications and applications for an unlimited number of impressions, including in 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 of the associated product; or
- any social media platform, provided attribution accompanies the social media post with specific mention of the original copyright holder’s name and Priime. You are required to either properly embed Content or limit the file size when posting Content to social media in a manner that prevents viewers from downloading the full-size image licensed to you.
- For the avoidance of doubt, all of the additional rights granted under the Extended License Options set forth below are expressly excluded from the scope of the Standard License.
- Extended License Options. In addition to a Standard License, if Customer purchases one or more of the “Extended Licenses” described below, Customer’s rights to use the applicable Content will be expanded in accordance with the following:
- Multi-Seat License: Customer may allow any number of users within the same organization to use the Content, provided all users agree to be bound by this Agreement and Customer remains liable for all use by additional users. For the avoidance of doubt, a Multi-Seat License shall be required for any Content that will be stored on a server or content management system for simultaneous or team access. The Multi-Seat License does not give Customer the right to grant other users access to the Content if such users are located in more than one physical location, performing work for an affiliate that operates under a brand different from Customer (or Customer’s employer or client who is using the Content, as the case may be), and users who are employees of subsidiaries that are not directly, wholly-owned by Customer.
- Unlimited Print License: Customer may make an unlimited number of hard copies of (A) items described in Section 2(a)(iii)(A) above and (B) unlimited copies of hard copy prints, posters and other reproductions for personal use, but not for business use, resale, license, or other distribution.
- Digital Products for Resale License: Customer may incorporate the Content or derivatives of the Content into digital products intended for resale or other distribution of digital products to third parties (including, in some cases, when the product is distributed for free) where Content provides the core value of the product. Such products include, but are not limited to, e-cards, on-demand digital products, screensavers or wallpapers (including mobile) and templates (including but not limited to turn-key websites, pre-formatted emails or newsletters, or blog or CMS themes).
- Tangible Products for Resale License: Customer may incorporate the Content or derivatives of the Content into tangible products intended for resale or other distribution to third parties (including, in some cases, when the product is distributed for free) where Content provides the core value of the product. Such products include, but are not limited to, posters, calendars, stationery items, on-demand tangible products, photo books, stickers, mugs, apparel and artwork.
- Exclusive License: Subject to the terms set forth in this paragraph, Customer shall have exclusive use (subject to Priime’s or another third party’s right to market the Content for license after the Market Freeze Period and other rights reserved for Priime and Contributors under the Content Supply Agreement) of the Content for the period of time chosen by Customer at the time of purchase (“Market Freeze Period”), which begins on the purchase date. During the Market Freeze Period, Priime will not license the Content to any third parties. Customer acknowledges and agrees that there will be no restriction on the grant of any license or other right to the Content before or after the Market Freeze Period, and previous licensees of the Content will have the right to continue using the Content during the Market Freeze Period. After the end of the Market Freeze Period, Customer’s right to use the Content shall terminate unless the parties have mutually agreed to an extension, renewal or modification of the license.
- Trademark / Servicemark License: Subject to the terms set forth in this paragraph, Customer shall have perpetual exclusive use (subject only to the rights reserved by Priime and Contributor under the Content Supply Agreement) of the Content commencing on the purchase date, for use in connection with a trade, design, or service mark, business name or logo. After the purchase date, Priime will not license the Content to any third parties. Priime endeavors not to offer Trademark / Servicemark Licenses on the site for Content that has pre-existing, non-exclusive licenses of the content. However, it is possible that such a pre-existing license granted by the Contributor or a third party may exist, and Customer acknowledges and agrees that such any Trademark / Servicemark license it purchases would be subject to such pre-existing, non-exclusive license. Upon written request by Customer, Priime will notify Customer of all known pre-existing non-exclusive licenses of such Content granted by Priime to a third party (subject to confidentiality obligations which may not allow Priime to specifically identify the third party).
- Sensitive Use License: Customer may use the Content in a manner otherwise prohibited or restricted under Section 3(11), provided (A) Customer and Priime have entered into a written agreement (other than this Agreement) expressly permitting such use and (B) Customer has received the express, written permission of the Content’s copyright-holder and all individuals depicted in the Content.
3. Restrictions on Use
Without limiting any previously mentioned restrictions, Customer acknowledges and agrees that they will not do any of the following unless otherwise expressly permitted in a writing 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;
- 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;
- use, reproduce, distribute, or display the Content in a way that is considered by Priime 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;
- use Content in a manner that exceeds the scope of the license purchased by Customer, as set forth in Section 2;
- incorporate the Content into a trade, design, or service mark; business name; or logo, unless used in connection with a Trademark / Service Mark Extended License;
- make use of any audio that may, in some circumstances, accompany video content;
- take any action in connection with the Content that violates any law, regulation or statute in an applicable jurisdiction;
- post Content without complying with Priime’s attribution requirements;
- 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);
- 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 (e.g., medical issues, menstruation, or relationship concerns), without Customer 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; or
- use any Content that includes an identifiable model in a manner that depicts such person in a potentially sensitive subject matter, including 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 Content 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.
4. Releases. Model and property releases are available to Customers upon request, but all identifying information will be redacted to protect private information.
5. Payments, Pricing and Taxes
- Current pricing information may be found on Priime’s Pricing Page. All prices are quoted in U.S. dollars. Priime reserves the right to refuse service to any person or to cancel any order in its sole discretion.
- All prices and availability of Content or particular license types are subject to change at any time.
- Content licenses that you place in your shopping cart reflect the most recent price displayed on the Site. Placing a Content license in your cart doesn't reserve the price shown at that time. The price may change after placing it in your shopping cart. It is also possible that a price may decrease between the time you place it in your cart and the time you purchase it. If the price shown on the Site is lower than the correct price (for example, due to an inadvertent error), Priime may, in its discretion, cancel the order and/or ask Customer whether it would like to process the order at the correct price.
- In general, all sales transacted through the Site are final and non-refundable. However, if you are unable to access a copy of Content within a reasonable time after payment due to Priime’s technical issues, Priime would be happy to help troubleshoot the problem and may, in its discretion, provide a refund – please contact us at firstname.lastname@example.org.
- As an accommodation to you, after downloading Content that you’ve purchased a license to, you may download the Content again. However, in the rare event one of our Contributor requests that we remove Content you’ve purchased a license to, Priime may not provide you with a refund and may be required to revoke your ability to download or otherwise access that Content again. Therefore, it’s your responsibility to download a copy of the Content and not to lose, destroy, or damage the copy you’ve downloaded at the time of purchase.
- Customer is responsible for paying all fees owed to Priime for purchases made on the Site using the payment methods then currently accepted on the Site. In the event Customer makes an offer to purchase a license, Customer shall be required to provide payment information and agrees that Priime shall be permitted to hold the amounts necessary to complete the transaction should the offer be accepted (e.g., a credit card hold or as a “pending” transaction). If the offer is accepted, Customer will be charged accordingly. However, if the offer is declined, the pending / held payment will be promptly cancelled.
- When Customer purchases a license to Content from the Site, a copy of the Content will be available for digital delivery immediately after payment has been processed. The company name on your receipt may appear as either "Priime, Inc." You will receive an email receipt following each credit card charge. The receipts may also be accessed by logging into your Priime account.
- Priime uses a third-party service provider to manage credit card processing, and your credit card information is transmitted directly to the third-party service. This third-party processing service is not permitted to store, retain, or use your billing information except as necessary to process your credit card information for current or future purchases through the Site. Your full credit card number is never transmitted to or viewed by anyone at Priime (however, we are given and may print a portion of your credit card information on your receipt to let you know what credit card you used to make a purchase).
- Taxes: Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from Customer’s purchase of any license or use of any Content hereunder, except any taxes assessed upon Priime’s net income. If Priime is required to directly pay Taxes related to Customer’s purchase of a license or use of any Content, Customer agrees to promptly reimburse Priime for any amounts paid by Priime.
6. Warranties; Disclaimer
- Subject to all terms and conditions contained in this Agreement, Priime represents and warrants that, to its knowledge, Customer’s use of licensed Content in accordance with this Agreement will not infringe or violate the intellectual property rights, publicity rights, or privacy rights of any third party; provided, however, Priime does not hold licenses for any audio tracks that may accompany video content and makes no representations regarding such audio tracks.
- Customer represents and warrants that it has the legal power and authority to enter into this Agreement.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (1) PRIIME DOES NOT MAKE ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO CUSTOMER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND (2) PRIIME HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
7. Indemnification and Limitations
- Subject to the provisions below, Customer agrees to defend, indemnify, and hold Priime and its subsidiaries, commonly owned or controlled affiliates, and their respective officers, directors, employees, members, contractors, owners, agents, representatives, licensors, and (sub)licensees (collectively, “Indemnitees”) harmless from all claims, damages, liabilities and expenses (including reasonable legal fees) arising from:
- Customer’s breach of this Agreement, and
- from any and all uses of the Content resulting from Customer’s (including any user’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, Priime agrees to defend, indemnify and hold Customer 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 Customer of the Content has at any time not been in accordance with the terms and conditions of this Agreement, if the Customer is otherwise in breach of this Agreement or if the breach would not have arisen but for (i) Customer’s modification of the Content, including use of the Content in conjunction with any other materials or (ii) Customer’s violation of applicable law.
- 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 defense 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, which shall not be unreasonably withheld.
- cooperating fully with the indemnifying party in the defense of any such claim or matter, including production of all reasonable related information.
- The rights and remedies set forth in this Section 8 are subject to the limitations and exclusions set forth in Section 9 below, and are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an indemnification claim.
8. Limitation of Liability
- Limitation of Liability. EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, IN NO EVENT WILL PRIIME’S TOTAL LIABILITY TO THE CUSTOMER ARISING FROM THIS AGREEMENT, OR THE USE OF ANY CONTENT LICENSED HEREUNDER, EXCEED THE LESSER OF (A) TEN THOUSAND DOLLARS ($10,000.00) AND (B) THE AMOUNTS PAID BY CUSTOMER FOR THE LICENSED CONTENT AT ISSUE. THE FOREGOING SHALL APPLY REGARDLESS OF THE NUMBER OR TYPE OF CLAIMS AND REGARDLESS OF THE NUMBER OF TIMES THAT THE CUSTOMER LICENSES THE SAME CONTENT FROM PRIIME. THE FOREGOING EXCLUSIONS AND LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
- Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRIIME HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT.
9. Term and Termination
- Term. This Agreement shall commence on the date Customer first accesses or uses any Content and shall terminate upon the expiration of all Content licenses purchased hereunder, unless terminated earlier pursuant to Section 9(b).
- Termination. Priime may immediately terminate this Agreement at any time without notice if Customer is in breach of this Agreement. Upon termination, Customer must cease use of any and all Content and delete such Content from any and all computers or systems.
- Surviving Provisions. Sections 1(a), 3, 5-10 shall survive the termination or expiration of this Agreement for any reason and shall remain in effect after any such termination or expiration. For the avoidance of doubt, termination or expiration of this Agreement shall not affect any payment obligation accrued or arising prior to such termination or expiration.
- Governing Law; Venue. This Agreement and all matters relating to this Agreement shall be construed in accordance with and controlled by the laws of the State of California, without reference to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction and venue of the courts located in San Francisco, California and hereby waive any objections to the jurisdiction and venue of such courts.
- Relationship. The relationship between Priime and Customer under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.
- Third Party Beneficiary. Customer hereby acknowledges and agrees that the Contributor of Content that they license from the Site shall be an intended third party beneficiary under this Agreement and that such Contributor may enforce all terms and conditions set forth in this Agreement (other than payment obligations) against Customer. For the avoidance of doubt, aside from such foregoing express rights, (i) no other third parties shall have any rights to enforce any provision of this Agreement; and (ii) nothing in this Agreement, express or implied, is intended to confer upon any third party, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
- Severability. 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.
- Waiver. No action by Priime, other than express an written waiver, may be construed as a waiver of any provision of this Agreement.
- Modifications. Priime reserves the right to modify these terms as needed from time to time. Unless Priime determines a change alters the material understanding of how the Customer may use the Content, Priime will not be obligated to notify Customer of minor changes.
- Assignment. Priime shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. The Contributor shall have no right to assign any of his or her rights or obligations under this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- Entire Agreement. This Agreement constitutes the entire agreement between Customer and Priime as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the parties with respect to the subject matter of this Agreement. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any terms presented to Customer at checkout or otherwise on the Site, such terms shall govern. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Customer purchase order or in any other ordering documentation not issued by Priime are hereby rejected. Such terms will not be deemed incorporated into or form any part of this Agreement, and all such terms or conditions are null and void.