STOCK CONTENT LICENSE AGREEMENT

STOCK CONTENT LICENSE AGREEMENT


This is a license agreement between you and Ready FL Entertainment that explains how you can use photos, illustrations, vectors and video content that you license from Ready FL Entertainment. By downloading content from Ready FL Entertainment, you accept the terms of this agreement, in addition to the Terms & Conditions.


CONTENT USES:

What types of licenses does Ready FL Entertainment offer?

Ready FL Entertainment offers two types of licenses: standard and extended. Every file downloaded from Ready FL Entertainment comes with a standard license. An extended license gives you additional rights in exchange for an additional license fee. Unless you purchase an extended license, your use of content is subject to the standard license terms.

You can license files from Ready FL Entertainment with pay per file or a subscription. Ready FL Entertainment offers annual subscriptions, which allow you to download a certain number of photos, illustrations, vectors, or videos per subscription based limits.

You are welcome to use watermarked content from the Ready FL Entertainment site on a complimentary basis for test or sample (comp) use only. Watermarked content cannot be used in any final materials or any publicly available materials and may only be used for the 30 days following download.

How can I use licensed content?

You may use content in any way that is 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 Ready FL Entertainment are:

  • TIMEFRAME – Pay per file content may be used up to 365 days from the original purchase date. For content downloaded on a subscription based limit, files must be used within 30 days after the end of your subscription. Please see Section 8 for more information.

  • Non-exclusive, meaning that you do not have exclusive rights to use the content. Ready FL Entertainment can license the same content to other customers.
  • Unlimited, meaning you can use the content in an unlimited number of projects and in any media within the timeframe provided above.

For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of.

Examples of how you can use licensed content include: websites; blog posts; social media; advertisements; marketing campaigns; corporate presentations; newspapers; magazines; books; film and television productions; web and mobile applications; product packaging.

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.
  • 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 may not use the content for any other purpose.

Are there any seat/user license restrictions?

Yes! The standard license or subscription is for a single user. The seat/user restrictions refer to the raw file of content, not the end project or use.

If you licensed the content with a STANDARD LICENSE and need more than one user to access the content, you must purchase a EXTENDED LICENSE.

If you licensed the content with a subscription, please contact Ready FL Entertainment to discuss our multi-user subscription. If you purchase a multi-user subscription, Ready FL Entertainment will provide you with the number of user accounts specified on your invoice.

 

 

 

Number of Permitted Users

 

Standard License – Pay Per Content

1 user at a time.

 

Extended License – Pay Per Content

Unlimited users within an organization. Can save content on organization servers.

 

Standard License – subscription

1 user can access, download and use content

 

Multi-User – Extended subscription

More than 1 user to access, download or use content – contact Ready FL Entertainment for details


RESTRICTED USES:

Please make sure you carefully read the Restricted Uses section below for exceptions.

No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner.

No Commercial Use of “Editorial Use Only” Content. You may not use content marked “editorial use only” for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of content is not contain model or property releases and is intended to be used only in connection with events that are newsworthy or of general interest (for example, in a blog, textbook, newspaper or magazine article).

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 Use in Trademark or Logo. You may not use content as part of a trademark, design mark, tradename, business name, service mark, or logo.

No Subscription Abuse. You may not stockpile, download, or otherwise store content not used in a project or end use within 30 days after the end of your subscription for future use.

Sensitive Use Disclaimer Required. 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 “editorial use only” content that is used in an 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 a painting based solely licensed content and claim that you are the author.

Restricted Uses – unless extended license purchased. Extended licenses are only available for purchase on a file by file basis.

No Products for Resale. Unless you purchase an extended license, you may not use content in connection with any goods or services intended for resale or distribution where the primary value lies in the content itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), DVDs, mobile applications or other items for resale, license or other distribution for profit. This includes “on demand” products (meaning products in which content is selected by a third party for customization on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com and cafepress.com)

No Electronic Templates. Unless you purchase an extended license, you may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).

 

Restriction

Products for resale/ Electronic templates

 

Standard License

Not permitted

 

Extended License

Up to 200,000 postcards, greeting cards or other cards, stationery, stickers and paper products;

Up to 20,000 posters, calendars or other similar publications, mugs or mousepads; or

Up to 5,000 t-shirts, sweatshirts, or other apparel, games, toys, entertainment goods like CDs or DVDs, framed or mounted artwork.

Unlimited for electronic products such as mobile applications and electronic templates.

PLEASE NOTE: Additional extended licenses will need to be purchased if going past limitations

Limited print run. Unless you purchase an extended license, you may not reproduce the content more than 500,000 times in physical print form. This restriction does not apply to electronic reproduction.

Restriction

Print Run

Standard License

500,000

Extended License

Unlimited


USER ACCOUNTS

You will be responsible for tracking all activity for each user account, and you agree to: (1) maintain the security of all passwords and usernames; (2) notify Ready FL Entertainment immediately of any unauthorized use or other breach of security; and (3) accept all responsibility for activity that occurs under each user account. Ready FL Entertainment reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Ready FL Entertainment 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 Ready FL Entertainment or the artists who supply the content. All rights not expressly granted in this agreement are reserved by Ready FL Entertainment and the content suppliers.

Attribution

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 the following credit adjacent to the content or in visual production credits: “Ready FL Entertainment & Artist’s Member Name.”

Do I need to include a video credit? Yes, if technically feasible, you must include the following credit in visual productions: Ready FL Entertainment & Artist’s Member Name.”


TERMINATION/CANCELLATION/WITHDRAWL

Termination

Except in the case of subscriptions, this agreement is effective until it is terminated by either party. You can terminate this agreement by ceasing use of the content and deleting or destroying any copies. Ready FL Entertainment may terminate this agreement at any time if you fail to comply with any of the terms, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Ready FL Entertainment in writing that you have complied with these requirements.

Subscription Termination

Unless renewed, subscription agreements terminate automatically at the end of the subscription period, with a 30 day grace period to use any content downloaded during the subscription term in a project or other end use. Content incorporated into projects or end uses prior to the expiration of the grace period may continue to be used in perpetuity in that project and in any other projects. Any content not included in a project at the end of the 30 day grace period is not considered licensed and must be deleted. Any content that is used within the 30 day grace period remains subject to the terms of this agreement. Ready FL Entertainment may terminate any licenses before the end of the subscription period if it reasonably believes there is a violation of this agreement and/or abuse of the subscription account, in which case you must immediately: cease using the content; delete or destroy any copies; confirm to Ready FL Entertainment in writing that you have complied with these requirements; and pay Ready FL Entertainment any amounts which remain owing to the end of the term of your subscription as set on your invoice.

Social Media Termination

If you use the content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, this agreement shall immediately terminate.

Refunds/Cancellation

Ready FL Entertainment does not offer refunds or re-credits for downloaded files. File returns will only be considered based on technical issues with the file at the sole discretion of Ready FL Entertainment.

All requests for refunds/cancellations must be completed on the SUPPORT CENTER SITE (www.readyfl.com/support/). If the request is approved, Ready FL Entertainment will issue a credit to your account or credit card. 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

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


REPRESENTATIONS & WARRANTIES

Ready FL Entertainment makes the following representations and warranties:

Warranty of Non-Infringement. Except with respect to content identified as “editorial use only,” your use of the content in accordance with this agreement and in the form delivered by Ready FL Entertainment will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and all necessary model and/or property releases for use of the content in the manner authorized by this agreement have been obtained. Note that you are solely responsible for any edits made to the content (whether using an Ready FL Entertainment editing tool or otherwise).

“Editorial Use Only” Warranty Disclaimer. For content identified as “editorial use only,” Ready FL Entertainment warrants that the content will not infringe on any copyright or moral right of the artist, but it 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. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content identified as “editorial use only,” and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for 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 they have not provided a release.

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

No Other Warranties. Except as provided in the “warranty of non-infringement” 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. Ready FL Entertainment does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error free.


INDEMNIFICATION/LIMITATION OF LIABILITY

Indemnification of Ready FL Entertainment by you. You agree to defend, indemnify and hold harmless Ready FL Entertainment 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 any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.

 

Limitation of Liability. READY FL ENTERTAINMENT WILL 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 ARISING OUT OF THIS AGREEMENT, EVEN IF READY FL ENTERTAINMENT 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 Ready FL Entertainment’s prior written consent. Ready FL Entertainment 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.

Audit/Certificate of Compliance

Upon reasonable notice, you agree to provide to Ready FL Entertainment sample copies of projects or end uses that contain licensed content, including by providing Ready FL Entertainment with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, Ready FL Entertainment may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to Ready FL Entertainment of five percent (5%) or more of the amount you should have paid, then in addition to paying Ready FL Entertainment the amount of the underpayment, you also agree to reimburse Ready FL Entertainment for the costs of conducting the audit. Where Ready FL Entertainment reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at Ready FL Entertainment’s request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Ready FL Entertainment.

Electronic storage

You agree to retain the copyright symbol, the name of Ready FL Entertainment, the content’s identification number and any other information 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 selected using the rules and procedures for arbitrator selection under the JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (“JAMS”) if you are in North America, or of the International Centre for Dispute Resolution (“ICDR”) or JAMS if you are outside of North America (the applicable rules to be at your discretion), in effect on the date of the commencement of arbitration to be held in Pasco County, Florida. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Ready FL Entertainment shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Ready FL Entertainment, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.

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 Ready FL Entertainment and accepted in writing 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.

Notice

All notices required to be sent to Ready FL Entertainment under this agreement should be sent via email to admin@readyfl.com. All notices to you will be sent via email to the email set out in your account.

Taxes

You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.

Interest on Overdue Invoices

If you fail to pay an invoice in full within the time specified, Ready FL Entertainment may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

Fees and Renewal

If your subscription is set to AUTOMATICALLY RENEW, you authorize Ready FL Entertainment to charge the applicable subscription fees at the then applicable rate and taxes for the subscription to your credit card on file at the expiration of the term. You may change your auto-renewal preferences in your Ready FL Entertainment account. Ready FL Entertainment may deactivate your subscription without prior notice if Ready FL Entertainment is unable to process payment through the payment method provided by you.