Wirestock License Agreement

This Wirestock License agreement (“Agreement”) is between Wirestock, Inc. (“Wirestock”) and _____________________ (“you” or “your”) and applies to the templates, photographs, images, vectors, moving images, illustrations, 3D assets (such as models, materials, lights, and animations), animations, films, videos, audio/visual works, other media, and any other pictorial or graphic works or other works of authorship, including all associated keywords, descriptions, credits, captions, data, and other information that Wirestock provides or licenses to you (each, a “Work” and collectively, “Work(s)”).

The terms of this Agreement are supplementary to Wirestock’s Terms of Use (the “TOS”), which can be found here, and the TOS are hereby incorporated by reference into this Agreement. In the event of a conflict between the terms of this Agreement and those of the TOS, the terms of this Agreement shall control.

PLEASE SAVE A COPY OF THIS AGREEMENT FOR YOUR RECORDS. You are solely responsible for retaining a copy of this Agreement. Wirestock is not responsible for keeping a copy of this Agreement in any format or medium, and may delete or destroy all known copies in its possession or control, at any time, without notice to you.

1. License Granted
   1. License granted to You. Subject to you paying the required license fees in Section 4, Wirestock grants you a non-exclusive, non-transferable, non-sublicensable, royalty-free right to use, modify (except as expressly prohibited herein), and reproduce Works worldwide, in perpetuity, in accordance with the permitted uses of the Works discussed herein. Any uses other than the permitted uses of the Work explicitly recited herein are prohibited. Permitted uses shall include the following:
      • For images, photographs, vectors, drawings, graphics, illustrations, and the like (hereinafter“images”):
        • Digital uses: you may use images on websites, in social medial, for online or mobile advertising, mobile applications “apps”, software, e-cards, e-publications (such as e-books, e-magazines, e-journals, blogs, etc.), e-mail and online marketing, and in online media, which include video-sharing services such as YouTube, Dailymotion, Vimeo, etc. (subject to the budget limitations set forth in the “Film related uses” below);
        • Film related uses: you may incorporate images into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size, provided the budget for any such production does not exceed USD $10,000;
        • Print uses: you may use images in physical form, including as part of product packaging and labeling, letterhead and business cards, point of sale advertising, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books, provided no image is reproduced more than 500,000 times in the aggregate;
        • "Out-of-Home" advertising uses: you may use images on billboards, street furniture, public transit placements, etc., provided the intended audience for such out-of-home advertising campaign is less than 500,000 gross impressions;
        • Personal uses: you may use images for personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).
      • For videos, films, moving images, animations, or other audio/visual representations, video elements, visual effects, motion design projects, and the like (hereinafter“videos”):
        • Web uses: you may use videos as part of a production displayed or distributed via the Internet, social media websites, mobile applications “apps,” or other mediums, provided the intended audience does not exceed 500,000 people;
        • Live Performances: you may use videos at live performances, such as musicals, corporate presentations, and concerts provided the audience does not exceed 500,000 people;
        • Web uses: you may embed videos on web pages without any limitation on audience size.
      • For editorial uses and works: For Works that are designated as “Editorial Use Only” (each an“Editorial Work”), you shall only be granted an editorial license, meaning that you shall have the right to make a single, editorial use of the Editorial Work, and which use may be distributed worldwide, in perpetuity.
        “Single” means the Editorial Work is used in a single context a single time, provided you shall have the right to distribute that use in-context across unlimited mediums and distribution channels. For example, if you incorporate an Editorial Work to illustrate a newspaper article, you may distribute that article, containing the Editorial Work, in a blog, website, e-journal, and so forth.
        “Editorial use” means that you shall use the Editorial Work for an editorial purpose and in an editorial context, such as newspapers, magazines, editorials, or newsletters. Editorial use excludes commercial uses, such as advertising or marketing.
      • For Personal Use Works:
        For Works that are designated as “Personal Use Only”, you shall be granted a personal use license (each a “Personal Use Work”), meaning you shall have the right to use the Personal Work only for your own personal, non-commercial use (not for resale, distribution, or any commercial purpose of any kind).
   2. Sole recipient of License. The license granted herein is granted to you, as defined above, and no one else. In other words, only you may use the Work as permitted herein. All other rights in any licensed Work are reserved by Wirestock, the Wirestock Contributor (defined below), or other rightsholder, as applicable. You are not allowed to let others use the Work. You may not sell, rent, give, resell, sublicense, or otherwise transfer any Work, except as provided herein, or sell, rent, give, resell, sublicense, or otherwise transfer any Work in a manner that would compete with the various license offerings by Wirestock.
   3. Availability of licensed Works. You are solely responsible for downloading a copy of the Work to which you purchased a license, and saving such copy. Works available for license through Wirestock may change periodically, in Wirestock’s sole discretion, and Wirestock is not responsible to you for the removal from Wirestock’s website of a Work you have previously licensed, and Wirestock is not responsible for providing you with a copy of a previously-licensed Work if you failed to sufficiently save a copy thereof. Wirestock may also remove Works from its website at any time in its sole discretion, without notice to you, regardless of whether you have purchased a license to a Work (e.g., a Work to be removed).
2. Intellectual Property Rights.
   1. IP Rights. Wirestock represents and warrants that Wirestock has all necessary rights and licenses to grant you the licenses under this Agreement. Wirestock agrees to cause all the applicable parties who provided Wirestock with any Works (each applicable party, a“Wirestock Contributor” and collectively,“Wirestock Contributor(s)”) to waive any moral rights with respect to such Works to the fullest extent permitted by law, or, if no waiver is permitted, Wirestock represents that Wirestock Contributors of those Works have entered into contractual obligations with Wirestock to not enforce those rights against you.
      Other than the limited license rights provided in Section 1, nothing in this Agreement gives you any right, title, or interest in any of Wirestock’s or any Wirestock Contributor’s intellectual property, including, but not limited to, Wirestock’s or such Wirestock Contributor’s trademarks, copyrights (other than the rights granted in this Agreement to the Works), trade secrets, inventions (whether patentable or not), business methods, contact lists including customers and Wirestock Contributors, source code, knowhow, or any other intellectual property or information which Wirestock or such Wirestock Contributor owns or has the right to use (“IP Rights”). You agree that you will not use the Wirestock IP Rights in any manner unless expressly granted a license to do so in writing by Wirestock.
   2. Releases. A Work or Works licensed by you may contain images or likeness of an identifiable person, trademark or logo, or certain distinctive property that is protected by intellectual property rights of Wirestock or any Wirestock Contributors. Each Work shall indicate on its license purchase page whether a signed model release associated with the particular Work is on file with Wirestock (the“Release Notice”). If the Release Notice states that a signed model release is on file with Wirestock, then Wirestock has obtained a release associated with that particular Work. You shall refer to the Release Notice associated with a particular Work in order to determine whether releases were obtained by Wirestock. Wirestock will not provide you a copy of the release unless you request a copy from Wirestock by emailing it at support@wirestock.io.
3. Ownership of Work. As between the parties, Wirestock (or, as applicable, any Wirestock Contributor) retains all rights, title, and interest in and to the Works (except for the licenses granted pursuant to this Agreement), and neither title nor any ownership interest in or to the Works is transferred to you as a result of this Agreement. As applicable, Wirestock or any Wirestock Contributor reserves all rights not granted to you through this Agreement.
4. Pricing and Payment. Each Work on the Website will have a license fee associated therewith, which must be paid by you to receive the license granted in this Agreement to the respective Work. If you wish to receive a license under this Agreement for a Work, you will pay the license fee associated with the Work, and the respective Work will then be available to you for download. You agree to pay the respective license fee for a license to a Work as presented on the Website. All license sales are final, and you will not be refunded a license fee for any reason, unless at Wirestock’s sole discretion. You may not use any Work for which you have not paid the license fee associated therewith. Except as stated in this Agreement, you have no future payment obligations to Wirestock under this Agreement. All payments will be calculated and made in United States Dollars. Wirestock reserves the right to adjust the prices associated with any Work on the Website at any time in its sole discretion without notice to you. Wirestock reserves the right to adjust the price associated with a Work for you at any time, including adjusting the price to an amount different than that presented on the Website, for any reason in its sole discretion, including price concessions. Any price concessions made to you must be in writing to be valid. If any price concession for a Work is not accepted by you within five (5) business days, such price concession, unless otherwise indicated, is automatically revoked without further action by Wirestock. You acknowledge that any price concessions made by Wirestock in one instance for a specific Work shall not apply to any other Works or circumstances unless separately agreed to by Wirestock in writing.
5. Your Representations and Warranties.
   You represent and warrant to Wirestock that:
   • you have the full power and authority to enter into and perform this Agreement;
   • this Agreement has been duly and properly authorized, executed and delivered by you and constitutes your legal and binding obligation enforceable in accordance with its terms;
   • any use of any Works licensed by you through the Website, in accordance with this Agreement, will not infringe any rights of any third parties, including, but not limited to, intellectual property rights and rights of privacy or publicity, and will not be slanderous, libelous, defamatory, obscene, pornographic, indecent, violent, or discriminatory on the basis of age, sex, gender, religion, race, ethnicity, national origin, sexual orientation, or political view;
   • you will not use any Work featuring a human person in any way that is pornographic or sexual, or such that such person is seen as suffering from a physical or mental ailment, using drugs or alcohol, supporting or endorsing a certain political candidate, party, or cause, or engaging in immoral, improper, or criminal behavior;
   • any use of the Works licensed by you will not be disparaging to the author of such Works or Wirestock in any way, or cause harm to, or reflect negatively on, Wirestock’s reputation or goodwill, Wirestock’s offered goods and services, the Website, Wirestock’s IP, or the Works;
   • you will not use any Editorial Work for commercial purposes unless you first seek permission from Wirestock and Wirestock grants you express written permission; and
   • you will not use any Work as part of a logo or trademark, or service mark.
6. Indemnification. Wirestock agrees to indemnify and hold you harmless from any damage, liability, or cost (including reasonable attorneys’ fees and costs of defense) based on or arising out of Wirestock’s breach of this Agreement, or any infringement claims arising from use of the Works caused solely by authorized use of the Works as licensed to you. You agree to indemnify and hold Wirestock harmless from any damage, liability, or cost (including reasonable attorneys’ fees and costs of defense) based on or arising out of your breach of this Agreement, your unauthorized use of a Work, or your conduct in relation to the Work. Each of the foregoing indemnities is conditioned upon the indemnified party (i) providing notice in writing to the indemnifying party of any claim or potential claim no later than seven (7) business days from the date the indemnified party knows or reasonably should have known of the claim or potential claim, (ii) tendering control of the defense and/or settlement of such claim to the indemnifying party, and (iii) reasonably cooperating with the indemnifying party in the defense and/or settlement of such claim. Written notification to Wirestock must be emailed to Wirestock at suppoer@wirestock.io. Written notice to you will be emailed to the email address you provide at the time you purchase a license to the Work.
7. Limitation of Liability. Neither party will be liable under this Agreement for any indirect, incidental, exemplary, special, punitive, or consequential damages including, without limitation, any loss of income, profits, or data, or diminution of value, even if the other party has been advised of, or had reason to know of, the possibility of such damages. You and Wirestock agree that Wirestock’s aggregate liability to you and all third parties in connection with or related to this Agreement, the Works, or the licenses granted hereunder shall be limited to general money damages not to exceed ten thousand U.S. dollars ($10,000.00). This limitation shall apply regardless of the cause of action or legal theory pled or asserted, including indemnification under this Agreement. The parties acknowledge that they have considered the allocation of risk presented by the provisions of this paragraph and that the allocation is reasonable under all facts and circumstances surrounding the Agreement.
8. Miscellaneous.
   1. Arbitration and No Class Actions. You and Wirestock agree that any dispute, claim, or controversy (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) arising out of or relating to this Agreement or the TOS, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitration, shall be settled by binding arbitration before a single arbitrator.
      The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules in effect on the date of the commencement of arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The arbitration will be held in the United States county where you live or work, Los Angeles, California, or any other location we agree to. The language of the arbitration shall be English. The AAA rules will govern payment of all arbitration fees. However, each party shall bear its own costs and attorneys’ fees in the arbitration. Both parties agree that the following claims are exceptions to the agreement to arbitrate and will be brought in a judicial proceeding: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyberattack).
      This arbitration provision will survive termination of this Agreement or any applicable terms.
      You and Wirestock agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless both you and Wirestock agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. You and Wirestock acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this Agreement.
   2. No Agency; No Third-Party Beneficiaries. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party has the power to bind or obligate the other in any manner. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third person or entity any rights, benefits, or remedies of any nature whatsoever.
   3. No Waiver; Severability; Headings. A party’s failure or delay in enforcing or exercising any of these terms is not a waiver of that term or any other term, unless explicitly in writing by the waiving party. A waiver of a right from this Agreement in one instance is not to be construed as a waiver of future instances. In the event that any of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The headings in this Agreement are for convenience only and may not be used in interpreting this Agreement.
   4. Notices; Communications. The parties under this Agreement may send each other notices in accordance with this Agreement by email, mail, or other methods of communication agreed upon by the parties.
   5. Taxes. If Wirestock is required to collect any taxes in relation to this Agreement, you shall be liable for payment of any such tax.