tookapic's standard license agreement
This Agreement governs the terms by which licensee may use stock photographic on Tookapic.com (the “Site”) or otherwise made available by Tookapic limited liability company (Polish: Tookapic spółka z ograniczoną odpowiedzialnością).
- By selecting “I Agree” at the checkbox form or otherwise signifying licensee’s acceptance, licensee accept this Agreement and agree to be bound by its provisions. If licensee do not accept or agree with these terms, do not accept this Agreement and do not download the Content.
- In this Agreement: (i) “licensee” means all owners, users and their respective employees and agents that acquire the use or possession of a Content from the Site by using reseller services, (ii) “Tookapic” means Tookapic limited liability company (Polish: Tookapic spółka z ograniczoną odpowiedzialnością) with registered seat at ul. Sienkiewicza 1/1, lok. 200, 15-092 Białystok and (iii) “Content” means any photographic image generated optically, electronically, digitally or by any other means that licensee are downloading from the Site, together with any accompanying material.
- This Agreement is standard royalty-free content license (the “Standard License”) and shall be sold and provided by Tookapic’s directly or Tookapic’s reseller partner Paddle.com Market Limited (“Paddle”), as undisclosed agent, via Paddle’s checkout services (“Checkout Services”) to the Licensee (hereinafter referred to also as “Purchaser”). In the latter the Checkout Services will allow a licensee to purchase or acquire access to a License Right to Content, Content fulfilment, Purchaser services and support services. Legal ownership of the licenses for the Content are hold by the Tookapic and Tookapic’s Content Providers respectively. Paddle shall not retain ownership of the licenses other than the right and license to sell licenses and deliver the Products as well as provide with other services relating to the resale of Content.
Grant of license
- The license may be purchased by choosing one of the license’s pack listed on Site (‘standard license’s package’) or if Licensee is willing to purchase more license’s pack of the content than displayed on the Site it may be done by concluding separate license agreement (‘special license’s package’). Special License’s package’s terms and conditions shall be entirely governed by separate license agreement concluded between Tookapic and Licensee and as the result thereof the hereby rules regarding Paddle Checkout Services shall not apply.
- Once the license’s pack is chosen, the transaction shall be proceed by using Checkout Services displayed on the Site. In order to purchase special license package, the licensee should contact Tookapic in order receive an offer and license conditions.
- Only Upon Licensee’s execution of the purchase through Checkout Services, the legal entitlement to the licenses shall be transferred solely from Tookapic to Paddle and from Paddle to Licensee. Paddle hereby transfer - as a reseller and undisclosed agent - a pack of licensees that each and every license grant a perpetual, non-exclusive, non-transferable, non-sublicensable, world-wide and fully-paid right of use to the Content for any purpose, whether commercial or non-commercial, including the right to display, use, reproduce, publish, alter, and manipulate, in an unlimited number of projects, in whole or in part, via any medium, and by whatever means, the Content for any purpose (the “Permitted Use(s)”). All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Tookapic or Tookapic’s Content Providers, as the case may be.
Once the payment through Checkout Services has been successfully processed, the Licensee is automatically directed to Licensee’s sub-account on the Tookapic’s site. The account displays:
- the balance of licenses purchased by Licensee’s that may be used in order to download the Content.
- history of the transactions and payments made via Paddle’s Checkout Services.
- Licensee may download the Content on “1 license = 1 photo” basis until the balance of the licenses perimeter reaches 0 (“zero”).
- Unused license packs can be returned for a full refund within 14 days of purchase. If any single license from a purchased package have been used, no refunds will be offered.
Only Licensee is permitted to use the Content, although Licensee may transfer files containing Content or Permitted Derivative Works to Licensee’s clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file licensee provide.
Prohibited Uses. Licensee may not:
- use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo, as well as any use that constitutes infringement of a third party trademark or copyright or other intellectual property right or constitutes violation of relevant personal data protection regulations;
- use the Content in breach of applicable law or in a fashion that is considered by Tookapic (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
- any use that may in any other way be conceived as threatening, insulting, racist, offensive, vulgar and/or indecent or which involves infringement of a private individual's personal sphere, including without limitation, use of Content for pornographic or other sexual purposes, or any use that Tookapic considers, in its own discretion, harms or may be harmful to Tookapic’s or Tookapic’s Content Providers brand and/or good reputation;
- If any Content featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, licensee must accompany each such use with a statement adjacent to the Content that indicates that: (i) the Content is being used for illustrative purposes only; and (ii) any person depicted in the Content, if any, is a model, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;
- remove or modify any notice of copyright, trademark or other proprietary right, or any other copyright management information or metadata, from any place where it is on or embedded in the Content;
- use the Content for editorial purposes without including the following credit adjacent to the Content or in audio/visual production credits: “©Tookapic.com/User’s Member Name”.
- If the Content is reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Content contrary to the terms of this Agreement, and (ii) in such event, upon Tookapic’s request, licensee shall remove any Content from such platform or website, upon the reporting within the meaning of the Article 14 of the Act of 18 July 2002 on Providing Services by Electronic Means.
- Prohibited Uses. Licensee may not:
Terms of agreement
- This Agreement is effective until it is terminated. The Licensee may terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Tookapic if at any time the Licensee fail to comply with any of the terms of this Agreement. Upon termination, the Licensee must immediately cease using the Content for any purpose; destroy or delete all copies and archives of the Content or accompanying materials; and, if requested, confirm to Tookapic in writing that licensee have complied with these requirements.
- Upon notice from Tookapic, or upon Licensee’s knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another's right for which Tookapic may be liable, Licensee must immediately and at his own expense (i) stop using the Content; (ii) delete or remove the Content from his premises, computer systems and storage (electronic or physical); and (iii) ensure that Licensee’s clients, printers or ISPs do likewise. Tookapic shall provide Licensee with replacement Content (which shall be determined by Tookapic in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
Tookapic representations and warranties
- Tookapic does not represent or warrant that the content will meet Licensee’s requirements or that its use will be uninterrupted or error free. The entire risk as to the quality and performance of the content is with Licensee. Should the content prove defective, Licensee (and not Tookapic) assume the entire risk and cost of all necessary corrections.
- Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply.
- Tookapic represent and warrants that the Licensee:
- may address any Content’s and Purchaser’s related issues directly to Paddle;
- Paddle will take all necessary actions to provide the Licensee with support service, unless the support is beyond Paddle’s reasonable capabilities; in the latter case, Paddle shall report thereof to Tookapic in order to provide an adequate assistance by Tookapic.
Licensee agrees to indemnify, defend and hold Tookapic, its Content providers harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Tookapic or Content providers as a result of or in connection with any breach or alleged breach by Licensee or anyone acting on licensee’s behalf of any of the terms of this Agreement.
Tookapic limitation of liability
- In no event shall Tookapic or any of its affiliates or content providers be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation Licensee’s use of, reliance upon, access to, or exploitation of the content, or any part thereof, or any rights granted to licensee hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise. No action, regardless of form or nature, arising out of this agreement may be brought by or on behalf of licensee more than two (2) years after the cause of action first arose.
- Notwithstanding any other term herein, Tookapic shall not be liable for any damages, costs or losses arising as a result of modifications made to the content by licensee or the context in which the content is used by licensee.
- Notwithstanding anything else in this agreement, the total maximum aggregate liability of Tookapic under this agreement and any other agreement under which licensee have licensed the same content, regardless of the file size, or the use or exploitation of any or all of the content in any manner whatsoever shall be limited to an aggregate of one thousand (1,000) us dollars per piece of content. For greater clarity, Tookapic’s liability to licensee in respect of the piece of content shall not exceed one thousand ($1,000) us dollars regardless of the number of times that licensee license the same piece content from Tookapic.
- Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to licensee.
- The text of these Standard License Agreement is available at Tookapic.com/license in the form that enables its uploading to a computer or other media, alternatively printing thereof.
- Tookapic reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by licensee for licensee’s member account, or such other address as licensee may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. Licensee agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist. For greater clarity, in the case when the User withholds his consent for proposed changes in the Agreement, he shall be entitled to terminate the Agreement with immediate effect.
- Tookapic shall notify the Licensee via the electronic mail addresses provided in the Application about any and all intended changes and shall furnish the Users with consolidated, i.e. containing proposed changes, text of the Rules and Regulations in the manner that allows for its analysis within a term not to exceed 7 (seven) days before planned incorporation of the changes.
- To matters not regulated in these Agreement the provisions of the Polish law apply, unless the provisions regarding consumers in force within the territory of the Republic of Poland provide otherwise.
- All disputes that may arise out of the provision of Services shall be considered by the court of proper jurisdiction within the territory of the Republic of Poland, unless the provisions regarding consumers in force within the territory of the Republic of Poland provide otherwise.
- Tookapic’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
- This Agreement is personal to licensee and is not assignable by Licensee without Tookapic’s prior written consent. Tookapic may assign this Agreement without Licensee’s consent to any other party so long as such party agrees to be bound by its terms.
- No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Tookapic and accepted in by Licensee or Licensee’s authorized representative.
- Any use of Content in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Tookapic to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition to other termination rights hereunder, Tookapic reserves the right to terminate this Agreement in the event licensee enter in to this Agreement after having received notice of unauthorized use from Tookapic relating to the Content.
- If certain of the provisions of this Agreement are deemed invalid, ineffective or offending, they shall be substituted by the power of this Agreement with valid and lawful provisions whose contents and legal effects will as closely as possible mirror economic and functional aspects of the substituted provisions and the remaining provisions of the Agreement shall continue to survive.
- Licensee 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 licensee, or of licensee’s use of the Content, pursuant to this Agreement.
If licensee have concerns relating to this Agreement, please contact Tookapic at firstname.lastname@example.org
The License acknowledge that licensee have read this agreement, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Tookapic agreeing to provide the content, licensee agree to be bound by the terms and conditions of this agreement. Licensee further agree that it is the complete and exclusive statement of the agreement between licensee and Tookapic, which supersedes any proposal or prior agreement, oral or written, and any other communication between licensee and Tookapic relating to the subject of this agreement.