BRWN STOCK IMAGING CONTENT LICENSE AGREEMENT
Last Updated: February 2021
This is a license agreement between you and Brwn Stock Imaging that explains how you can use photos and video clips that you license from Brwn Stock Imaging. By downloading content from Brwn Stock Imaging, you accept the terms of this agreement.
- What types of licenses does Brwn Stock Imaging offer?
Brwn Stock Imaging offers two types of licenses: standard and commercial. Every file downloaded from Brwn Stock Imaging comes with a standard license. A commercial license gives you additional rights in exchange for an additional license fee. Unless you purchase a commercial license, your use of content is subject to the standard license terms.
- 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 Brwn Stock Imaging are:
- Perpetual, meaning there is no expiration or end date on your rights to use the content.
- Non-exclusive, meaning that you do not have exclusive rights to use the content. Brwn Stock Imaging 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.
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.
Please make sure you read the Restricted Uses section below for exceptions.
- Restricted Uses.
- 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 model, or property released 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 (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content).
- 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 on licensed content and claim that you are the author.
- No Products for Resale. Unless you purchase a commercial 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.
- No Electronic Templates. Unless you purchase a commercial 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|
Up to 5,000 postcards, greeting cards or other cards, stationery, stickers and paper products;
Up to 5,000 posters, calendars or other similar publications, mugs or mousepads; or 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.
- Limited print run. Unless you purchase a commercial license, you may not reproduce the content more than 200,000 times in physical print form. This restriction does not apply to electronic reproduction.
- 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.
Please note that seat/user restrictions apply. You may only use the content with appropriate amount of users, as explained in Section 5 below.
- Are there any seat/user license restrictions?
Yes. The standard license is for a single user. The seat/user restrictions refer to the raw file of content, not the end project or use.
- 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 Brwn Stock Imaging immediately of any unauthorized use or other breach of security; and (3) accept all responsibility for activity that occurs under each user account. Brwn Stock Imaging reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Brwn Stock Imaging 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 Brwn Stock Imaging or the artists who supply the content. All rights not expressly granted in this agreement are reserved by Brwn Stock Imaging and the content suppliers.
- 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: “brwnstock.com/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: ” brwnstock.com/Artist’s Member Name.”
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. Brwn Stock Imaging 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 Brwn Stock Imaging in writing that you have complied with these requirements.
- 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.
- File Download Refunds – Brwn Stock Imaging does not offer refunds for downloaded files. File returns will only be considered based on technical issues with the file at the sole discretion of Brwn Stock Imaging.
All requests for refunds/cancellations must be made in writing. If the request is approved, Brwn Stock Imaging 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.
Brwn Stock Imaging may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Brwn Stock Imaging, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which Brwn Stock Imaging may be liable, Brwn Stock Imaging 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. Brwn Stock Imaging will provide you with replacement content (determined by Brwn Stock Imaging in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
- Representations and Warranties.
Brwn Stock Imaging 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 Brwn Stock Imaging 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.
- “Editorial Use Only” Warranty Disclaimer. For content identified as “editorial use only,” Brwn Stock Imaging 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, Brwn Stock Imaging 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. Brwn Stock Imaging 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 Brwn Stock Imaging by you. You agree to defend, indemnify and hold harmless Brwn Stock Imaging 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 legal costs including attorney 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.
- Indemnification of you by Brwn Stock Imaging. Provided that the content is only used in accordance with this agreement and you are not otherwise in breach of this agreement, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 9 above, Brwn Stock Imaging agrees, subject to the terms of this Section 10, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by Brwn Stock Imaging of its warranty in Section 9 above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from Brwn Stock Imaging, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.
- Limitation of Liability. BRWN STOCK IMAGING 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 BRWN STOCK IMAGING 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.
- 11.General Provisions.
- Assignment. This agreement is personal to you and is not assignable by you without Brwn Stock Imaging’s prior written consent. Brwn Stock Imaging 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 Brwn Stock Imaging sample copies of projects or end uses that contain licensed content, including by providing Brwn Stock Imaging 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, Brwn Stock Imaging 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 Brwn Stock Imaging of five percent (5%) or more of the amount you should have paid, then in addition to paying Brwn Stock Imaging the amount of the underpayment, you also agree to reimburse Brwn Stock Imaging for the costs of conducting the audit. Where Brwn Stock Imaging reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at Brwn Stock Imaging’s request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Brwn Stock Imaging.
- Electronic storage. You agree to retain the copyright symbol, the name of Brwn Stock Imaging, 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 Georgia, 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 one of the following jurisdictions (whichever is closest to you): Atlanta, Georgia; New York, New York; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore. 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 including attorney fees relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Brwn Stock Imaging 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 Brwn Stock Imaging, 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 Brwn Stock Imaging 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 Brwn Stock Imaging under this agreement should be sent via email to email@example.com. All notices to you will be sent via email to the email set out in your account.