InTree Media Ltd. Content License Agreement

Last Updated:         October 2020

This is a license agreement between you and InTree Media Ltd. that explains how you can use photos and/or video clips (individually and collectively, “content”) that you license from InTree Media Ltd. By purchasing or downloading content from InTree Media Ltd., you accept the terms of this agreement. This Agreement is Governed under the laws of British Columbia, Canada.

Definitions

Perpetual, meaning there is no expiry 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. InTree Media can license the same content to other customers. If you would like exclusive rights to use content, please contact InTree Media to discuss a buy-out option.

1. Usage

You are purchasing Non-Exclusive rights which means that InTree Media Ltd. and its associates retain the Rights to sell the content to multiple third parties and InTree Media Ltd. maintains the freedom to operate and use the content with no restrictions.

You have the Rights to use the content for your own marketing and promotional needs in any and all media depending on which content type you purchase, with unlimited use, worldwide and in perpetuity.

You do not have the right to distribute, on license or sell any content in any medium (print or digital) to a Third Party without prior consent from InTree Media Ltd..

The content type you purchase affects your usage rights as follows;

CONTENT TYPES
Social Use Photos

You have the rights to use these photos on all social media platforms.

You do not have the rights to use these on other digital media such as websites, catalogues or advertisement.

Digital Use Photos

You have the rights to use these photos on all digital platforms including social media.

You do not have the rights to use these for any print media.

Print & Digital Use Photos

You have the rights to use these photos in any and all media.

2. Restricted Uses

    1.    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.
    2.    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). Where you are using content on a website you must ensure measures are taken to prevent right click functions and copy image options. Where you are using the photo on a social media platform you will put in measures to prevent usage by third parties and ensure third parties remove shared content if this occurs.
    3.    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, 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.”
    4.    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.
    5.    No False Representation of people or property. You may not falsely represent that you are the people within the content. For instance, you cannot create a tree care website and use content clearly showing people’s faces and claim this represents you or your team on your “About Us” page/section.
    6.    No Electronic Templates. 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, and brochure design templates).
    7.    No Use in Trademark or Logo. Unless you purchase a buy out option, you may not use content as part of a trademark, design mark, tradename, business name, service mark, or logo.

3. Ownership

All content is owned and Copyrighted by InTree Media Ltd..

You must first seek permission from InTree Media Ltd. if you want to distribute and on License any content to a third party, other than for Editorial work.

You do not have the right to sell, distribute, on license or reproduce the content as a gift or for direct financial gain without prior agreement from InTree Media Ltd..

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 photo, only one of you (and not both) may reuse that image for multiple projects.

3.1 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 must agree to be bound by the terms of this agreement and may not use the content for any other purpose.

4. Manipulation

You have the right to manipulate, add text or graphics to the photography content as long as it does not in any way harm the integrity, quality or reputation of InTree Media Ltd. or the people and/or property displayed in the content.

5. Acknowledgement & Recognition

If you manipulate a photograph in any way please do not associate InTree Media Ltd. with the manipulated photo, unless InTree Media Ltd. was involved in the process or has approved the final product.

If you are using content for editorial purposes, you must include the following credit format near the photo or in the production credits: “[Photographer Name]/InTree Media”

You are not obliged to acknowledge, credit or recognize InTree Media Ltd. as the content source when using the content. However, if you feel it is necessary or would like to show recognition then please follow the below Credit Guidelines.

    – Social Media Recognition on Instagram and Facebook
        TAG photo @intreemedia
        Credit in caption @intreemedia
    – Website, blog or other digital platforms
        Credit “[Photographer name] by InTree Media” below photo    
    – Printed articles, magazines, newsletters
        Credit “[Photographer Name]/InTree Media.” below photo

6. Termination/Cancellation/Withdrawal

6.1 Termination. InTree Media Ltd. may terminate this agreement at any time if you breach any of the terms of this or any other agreement with InTree Media Ltd., in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to InTree Media Ltd. in writing that you have complied with these requirements.

6.1.1 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, the rights granted for such use shall immediately terminate, and in that event, upon InTree Medias’ request, you agree to remove any content from such platform or website.

6.2 Refunds/Cancellation. All requests for refunds/cancellations must be made in writing. Provided that the request is made within 7 days and the licensed content has not been used, InTree Media Ltd. may cancel the relevant order and issue a full refund to you. No credits or refunds are available for cancellation requests received more than 7 days from your receipt of content. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.

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

7. Representations and Warranties

InTree Media Ltd. makes the following representations and warranties:

    1.    Warranty of Non-Infringement. For all licensed content InTree Media Ltd. warrants that your use of such content in accordance with this agreement and in the form delivered by InTree Media Ltd. (that is, excluding any modifications, overlays or refocusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.
    2.    Model Releases.
Where InTree Media Ltd. specifically notifies you that a model release has been obtained, InTree Media Ltd. warrants that your use of such content in accordance with this agreement and in the form delivered by InTree Media Ltd. (that is, excluding any modifications, overlays or re-focusing done by you) will not, where a model release has been obtained, violate any right of privacy or right of publicity.
    3.    Warranty Disclaimer.
Unless specifically warranted above, InTree Media Ltd. 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 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.
    4.    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. InTree Media Ltd. 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.

8. General Provisions

    1.     Assignment. This agreement is personal to you and is not assignable by you without InTree Media Ltd.’ prior written consent. InTree Media Ltd. 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.
    2.    Audit. Upon reasonable notice, you agree to provide to InTree Media Ltd. sample copies of projects or end uses that contain licensed content, including by providing InTree Media Ltd. 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, InTree Media Ltd. 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 InTree Media Ltd. of five per cent (5%) or more of the amount you should have paid, then in addition to paying InTree Media Ltd. the amount of the underpayment and any other remedies to which InTree Media Ltd. is entitled, you also agree to reimburse InTree Media Ltd. for the costs of conducting the audit.
    3.    Electronic storage. You agree to retain the copyright symbol, the name of InTree Media Ltd., 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.
    4.    Governing Law. This agreement will be governed by the laws of the British Columbia, Canada. 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, InTree Media Ltd. 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 InTree Media Ltd., such action is necessary or desirable to protect its intellectual property rights..
    5.    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.
    6.    Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
    7.    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 InTree Media Ltd. 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.
    8.    Notice. All notices required to be sent to InTree Media Ltd. under this agreement should be sent via email to hello@intreemedia.com. All notices to you will be sent via email to the email set out in your account.
    9.    Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value-added taxes, withholding taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.
    10.    Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, InTree Media Ltd. 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.