License agreement

THIS IS A ROYALTY-FREE LICENSE AUTHORIZING YOU, YOUR CLIENT OR COMPANY IF YOU ARE USING ONEPIXEL ON THEIR BEHALF, TO LICENSE, DOWNLOAD AND USE THE CONTENT ACCORDING TO THE TERMS BELOW. NO OTHERS (INCLUDING INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE THE CONTENT LICENSED THROUGH YOUR ACCOUNT WITHOUT THE EXPRESS WRITTEN PERMISSION OF ONEPIXEL. PLEASE NOTE THAT DOWNLOADING THIS CONTENT CONSTITUTES YOUR ACCEPTANCE OF THIS LICENSE AND YOUR AGREEMENT TO BE BOUND BY THE TERMS HEREIN.

PART I - DEFINITIONS:

  1. “Onepixel SAS” is a legal entity located at 49 Avenue d'Iéna, 75116 Paris, France and is the parent company to all subsidiaries of Onepixel
  2. “Onepixel” collectively means Onepixel SAS, all associated subsidiaries, and websites including but not limited to www.onepixel.com
  3. “Content” means photos, images, vectors, moving images, animations, films, videos, audio visual works or other media together with all associated keywords, metadata and/or titles
  4. “Website” means the service and https://www.onepixel.com/ and subsidiary websites
  5. For the purposes of this agreement the words “You, and your” refer to a single living person or single legal entity such as a business or non-profit group.

PART II – CONTENT LICENSES

Onepixel SAS hereby grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce Content worldwide, for the duration of protection of the licensed intellectual property rights, as expressly permitted by the applicable license and subject to the limitations set forth herein:

1. LICENSES

I. A STANDARD LICENSE grants you the right to use Content:

  1. In digital reproduction, including but not limited, to Websites, presentations, online advertising, email marketing, social media, mobile advertising, mobile "apps", software, e-publications (e-books, e-cards, blogs, etc.), and in online media (such as YouTube), or editorial use;
  2. In printed materials including but not limited to flyers, brochures, magazine ads, books, book covers, newspapers, product packaging, letterhead and business cards, point of sale advertising, CD and DVD cover art, and Out-of-Home advertising campaigns including billboards or subway ads provided no Content is reproduced more than 500,000 times in the aggregate;
  3. For business, commercial, editorial, or personal use;
  4. For the benefit of one of your clients, including but not limited to sharing the standalone Content with your client, provided that your client agrees to follow the rights and restrictions of this license. You must purchase additional licenses for the same Content if you intend to use the same Content for the benefit of another client.

II. AN EXTENDED LICENSE grants you the right to use Content (which rights are in addition to 1-4 above and exclusive to Extended Image Licenses):

  1. In any manner permitted under a Standard License, without any limitation on the number of reproductions;
  2. Incorporated into any item intended for sale or promotional distribution where the Content is the primary value of the item, including, without limitation, templates, textiles, artwork, magnets, wall art, calendars, toys, stationery, greeting cards, and any other digital or physical reproduction for resale or distribution, provided that such items incorporate material creative or functional elements apart from the Content.
  3. In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by you or your client

2. RESTRICTIONS ON USE OF CONTENT

YOU MAY NOT:

  1. Use Content other than as expressly provided by the license you purchased with respect to such Content.
  2. Portray any person depicted in Content (a "Model") in a way that a reasonable person would find offensive or place them in a bad light, including but not limited to depicting a Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
  3. Use any Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
  4. Resell, redistribute, provide access to, share or transfer any Content except as specifically provided herein. For example, and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of Content through which third parties may search and select from such Content.
  5. Use Content in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
  6. Use any Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof. Falsely represent, expressly or by way of reasonable implication, that any Content was created by you or a person other than the copyright holder(s) of that Content.
  7. Incorporate any Content on items intended for sale or promotional distribution where the Content is the primary value of the item without an Extended License
  1. The use of Content in connection with news reporting, commentary, publishing, or any other "editorial" context, shall be accompanied by an adjacent credit to the Onepixel contributor and to Onepixel in substantially the following form:
    • "Name of contributor/Onepixel.com"
  2. If and where commercially reasonable, the use of Content in Merchandise or an audio-visual production shall be accompanied by a credit to Onepixel in substantially the following form:
    • "Image(s) used under license from Onepixel.com"
  3. Credit attributions are not required in connection with any other use of Content unless another stock Content provided is afforded credit in connection with the same use.
  4. In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.

PART III - WARRANTIES AND REPRESENTATIONS

  1. Onepixel SAS warrants and represents that:
    1. Onepixel's contributors have granted Onepixel all necessary rights in and to the Content to grant the rights set forth in Part II.
    2. Content in its original unaltered form and used in full compliance with this license agreement and applicable law, should not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any French law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.
  2. While Onepixel makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions. Onepixel MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS. For the sake of clarity, Onepixel will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions.
  3. Onepixel SAS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.

PART IV - INDEMNIFICATION AND LIABILITY

  1. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Onepixel, Onepixel SAS will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to User’s direct damages arising from a third-party claim directly attributable to Onepixel SAS’s breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Onepixel SAS, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of all correspondence received and/or sent in connection with the claim). The notification must be emailed to Onepixel at legal@onepixel.com, with a hard copy to Onepixel, 49 Avenue d'Iéna, 75116 Paris, France, Attention: General Counsel, via certified mail, return receipt requested; or ii) overnight courier, recipient’s signature required. Onepixel shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Onepixel in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Onepixel is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Onepixel having a reasonable opportunity to analyze such claim’s validity.

    1. Onepixel shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.
    2. Limits of Liability: Onepixel’s total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each shall be 10,000 EURO.
    3. If you have questions about the foregoing, please contact Customer Support via support@onepixel.com
  2. You agree to indemnify and hold Onepixel, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Content other than the uses expressly permitted by this license agreement. You further agree to indemnify Onepixel for all costs and expenses that Onepixel incurs in the event that you breach any of the terms of this or any other agreement with Onepixel.

PART V - ADDITIONAL TERMS

  1. Except when required by law, Onepixel shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable. In the event that Onepixel determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase. If you reside in the European Union and you cancel your account within fourteen (14) days of making payment to Onepixel SAS provided that you have not yet downloaded or licensed any Content, Onepixel will refund the payment made by you in connection with such cancelled account. To cancel your account, please contact Customer Support via support@onepixel.com.
  2. If Onepixel is required to collect indirect taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where Onepixel or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
  3. "Non-transferable" as used herein means that except as specifically provided in this license agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify Onepixel SAS of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please notify us via email at support@Onepixel.com.
  4. Upon notice from Onepixel or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Onepixel may be liable, or if Onepixel removes any Content for any reason and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. Onepixel shall provide you with comparable Content (which comparability will be determined by Onepixel in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this license agreement.
  5. If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Onepixel SAS, upon Onepixel’s reasonable request.
  6. Any controversy or claim with Onepixel SAS arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the Association Française d’ Arbitrage, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be Paris, France. The language of the arbitration shall be English. There shall be one arbitrator. Each party shall bear its own costs in the arbitration. Onepixel shall also 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 Onepixel, such action is necessary or desirable.
  7. This license agreement shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This license agreement is governed by and shall be construed in accordance with French law, without respect to its conflict of laws principles.
  8. If you are entering into this license agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Onepixel for any breaches of the terms of this license agreement. You hereby grant Onepixel a worldwide, non-exclusive, limited license to use your trademarks in Onepixel's promotional materials, including a public customer list. Onepixel's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Onepixel and shall at all times inure to your benefit. Onepixel SAS agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Onepixel SAS of your email request to legal@onepixel.com.
  9. Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.
  10. If any individual term of this license agreement is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this license agreement, so that this license agreement shall otherwise remain in full force and effect.
  11. It is expressly understood and agreed that this license agreement is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this license agreement as to third parties.
  12. In the event that you breach any of the terms of this or any other agreement with Onepixel, Onepixel shall have the right to terminate your account without further notice, in addition to Onepixel's other rights at law and/or equity. Onepixel shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
  13. Except as expressly set forth herein, Onepixel SAS grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be contained in the Content, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Content. Onepixel MAY NOT have model or property releases unless expressly indicated on the Onepixel Website.
  14. Onepixel SAS’s liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.
  15. Except as specifically provided in Part IV hereof, in no event, will Onepixel SAS's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Onepixel Website and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Onepixel from you for the applicable Content license.
  16. Neither Onepixel nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, Onepixel SAS's breach of this agreement, or otherwise, unless expressly provided for herein, even if Onepixel has been advised of the possibility of such damages, costs or losses.
  17. Except as expressly set forth in Part III, all Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance. You are solely responsible for obtaining any additional clearances thereby required.
  18. Onepixel SAS does not warrant that the Content, Onepixel Website, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.
  19. In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Onepixel, Onepixel will promptly file a complaint with the local authorities for prosecution.

Last update: December 5th, 2018.