REAL AG STOCK LLC CONTENT LICENSE AGREEMENT
This is a license agreement (“Agreement”) between you (“Licensee”) and Real Ag Stock LLC (“Licensor”) that explains how you can use photos, illustrations, and video clips (“Licensed Content”) that you license from Real Ag Stock LLC. By becoming a contributor to and/or being a user/customer of the website www.RealAgStock.com (“Website”), including downloading content from Real Ag Stock LLC, you accept the terms of this agreement.
1. Type of License
Every file downloaded from Real Ag Stock LLC comes with a royalty free license. Licensee can license files from Real Ag Stock LLC by purchasing individual images or a subscription.
Licensees are welcome to use watermarked content from the Real Ag Stock LLC site for test or sample use only. Watermarked content shall not be used in any final materials or any publicly available materials.
2. How Licensed Content Can Be Used
Licensee can use content in any way that is not restricted by the Restricted Uses as defined in Section 3. Restricted Uses below. Subject to the below restrictions and the remaining terms of this Agreement, the rights granted to Licensee through the License issued by Real Ag Stock LLC are as follows:
- Perpetual, meaning there is no expiration or end date on Licensee’s rights to use the Licensed Content. The only exception to perpetual rights is for Licensed Content downloaded through a subscription that is used beyond the thirty (30) day grace period (described further below in Section 7. Termination/Cancellation/Withdrawal) provided at the end of your subscription.
- Non-exclusive, meaning that Licensee does not have exclusive rights to use the Licensed Content. Real Ag Stock LLC can license the same Licensed Content to other customers.
- Unlimited, meaning Licensee can use the Licensed Content in an unlimited number of projects and in any appropriate media so long as such use is in compliance with the terms of this Agreement and does not violate any of the Restricted Uses.
Examples of appropriate media include websites; blog posts; social media; advertisements; marketing campaigns; corporate presentations; newspapers; magazines; books; film and television productions; and web and mobile applications.
Read the Restricted Uses section below for more information regarding restrictions on use.
3. Restricted Uses
No Sensitive or Negative Use. Licensee and its affiliates shall not use Licensed Content that features or portrays the models, property, or subjects in any negative, unflattering, controversial, or inappropriate way. Determination of negative, unflattering, controversial, or inappropriate uses shall be made at the sole discretion of Licensor. Licensee shall notify Licensor of any such potential negative, unflattering, controversial, or inappropriate portrayal prior to publication. Licensee shall not publish such potential portrayal without prior written approval from Licensor.
No Unlawful Use. Licensee shall not use Licensed Content in a pornographic, defamatory, or any other unlawful manner.
No Standalone File Use. Licensee shall not use Licensed Content in any way that allows outside parties to download, extract, or redistribute Licensed Content as a standalone file (meaning just the content file itself, separate from the project or end use).
No Use in Trademark or Logo. Licensee shall not use Licensed Content as part of a trademark, design mark, tradename, business name, service mark, or logo.
No Subscription Abuse. Licensee shall not stockpile, download, or otherwise store for future use any Licensed Content not used in a project or end use beyond the thirty (30) day grace period (described further below in Section 7. Termination /Cancellation/Withdrawal) provided at the end of your subscription.
No False Representation of Authorship. Licensee shall not falsely represent that Licensee is the original creator of a work that is composed from fifty percent (50%) or more of Licensor’s Licensed Content. For instance, Licensee cannot create a painting based solely on Licensed Content and claim that it is the author.
No Products for Resale. Licensee shall not use Licensed Content in connection with any goods or services intended for resale or distribution where the primary value lies in the Licensed 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 of 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, as well as sites such as zazzle.com and cafepress.com)
No Artwork Distribution. Licensee may print downloaded Licensed Content for his/her/its use only. Without express written permission from Licensor, Licensee shall not print Licensed Content for other persons or entities. Licensee shall not print downloaded Licensed Content for sale or gift Licensed Content to any outside entity.
No Electronic Templates. Licensee shall not use Licensed 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).
4. Who Can Use Licensed Content
The rights granted to Licensee are non-transferable and non-sublicensable, meaning that Licensee cannot transfer or sublicense those rights to anyone else. There are two exceptions:
Employer or client. If Licensee is purchasing on behalf of an employer or client, then the employer or client can use the Licensed Content. In that case, Licensee represents and warrants that it has full legal authority to bind the employer or client to the terms of this agreement. If Licensee does not have that authority, then the employer or client may not use the Licensed Content. Licensor, in its sole discretion, can require a written assignment of Licensee’s interest in the Licensed Content.
Subcontractors. Licensee may allow subcontractors (for example, a printer or mailing house) or distributors to use Licensed Content in any production or distribution process related to the final project or end use. These subcontractors and distributors may not use the Licensed Content for any other purpose.
5. Intellectual Property Rights
Who owns the Licensed Content?
All the Licensed Content is owned by either Real Ag Stock LLC, an Illinois limited liability company, or the artists/contributors who supply the Licensed Content. All rights not expressly granted in this Agreement are reserved by Real Ag Stock LLC and the Licensed Content suppliers.
Photo Credit: Licensee does not need to include a photo credit for commercial use, but if you are using Licensed Content for editorial purposes, Licensee shall include the following credit adjacent to the Licensed Content or in visual production credits: “Realagstock.com”
Video Credit: If technically feasible, Licensee shall include the following credit in visual productions: “Realagstock.com”
Termination. Excluding subscriptions, this Agreement is effective until it is terminated by either party. Licensee can terminate this Agreement by ceasing use of the Licensed Content and deleting or destroying any copies. Real Ag Stock LLC may terminate this Agreement at any time if Licensee fails to comply with any of the terms, in which case Licensee shall immediately: (1) cease using the Licensed Content; (2) delete or destroy any copies it may have of the Licensed Content; and, (3) if requested, confirm to Real Ag Stock LLC in writing that Licensee has complied with these requirements.
Subscription Termination. Unless renewed, subscription agreements terminate automatically at the end of the subscription period, with a thirty (30) day grace period after the date of termination to use any Licensed Content downloaded during the subscription term in a project or other end use. Licensed Content incorporated into projects or end uses prior to the expiration of the grace period may continue to be used in perpetuity in that project and in any other projects. Any Licensed Content not included in a project at the end of the thirty (30) day grace period is not considered licensed and must be deleted. Any Licensed Content that is used within the thirty (30) day grace period remains subject to the terms of this Agreement. Real Ag Stock LLC may terminate any licenses before the end of the subscription period if it believes there is a violation of this Agreement and/or abuse of the subscription account, in which case Licensee shall immediately: (1) cease using the Licensed Content; (2) delete or destroy any copies of the Licensed Content; (3) confirm to Real Ag Stock LLC in writing that Licensee has complied with these requirements; and (4) pay Real Ag Stock LLC any amounts which remain owing to the end of the term of the subscription as set forth on the invoice.
Social Media Termination. If you use the Licensed 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 Licensed Content for its own purpose or in a way that is contrary to this Agreement, this Agreement shall immediately terminate.
Subscription Refunds. Refunds for subscriptions can be made within fourteen (14) days of your invoice date, provided you have not downloaded more than one (1) image and have not made use of any downloaded content.
File Download Refunds. Real Ag Stock LLC does not offer refunds or re-credits for downloaded files. File returns will only be considered based on technical issues with the file at the sole discretion of Real Ag Stock LLC.
All requests for refunds/cancellations must be made in writing. If the request is approved, Real Ag Stock LLC will issue a credit to your account or credit card. In the event of cancellation, the rights granted to use the Licensed Content terminate, and Licensee shall delete or destroy any copies of the Licensed Content.
9. Representations and Warranties
Real Ag Stock LLC makes the following representations and warranties:
- Warranty of Non-Infringement. Licensee’s use of the Licensed Content in accordance with this Agreement and in the form delivered by Real Ag Stock LLC shall 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 Licensor further agrees it will obtain all necessary model and/or property releases for use of the Licensed Content in the manner authorized by this Agreement have been obtained. Note that Licensee is solely responsible for any edits made to the Licensed Content.
- No Other Warranties. Except as provided in the “warranty of non-infringement” section above, the Licensed 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. Real Ag Stock LLC does not represent or warrant that the Licensed Content will meet any requirements or that its use will be uninterrupted or error free.
10. Indemnification/Limitation of Liability
Indemnification of Real Ag Stock LLC by Licensee. Licensee and its affiliates agree to defend, indemnify, and hold harmless Real Ag Stock LLC from all damages, liabilities, and expenses (including legal fees) arising out 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.
Indemnification of Licensee by Real Ag Stock LLC. Provided that the Licensed Content is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, and as its sole and exclusive remedy for any breach of the warranties set forth in Section 7 above, Real Ag Stock LLC agrees, subject to the terms of this Section 8, to defend, indemnify, and hold harmless Licensee, Licensee’s corporate parent, subsidiaries and affiliates, and each of Licensee’s respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by Real Ag Stock LLC of its warranty in Section 7 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 Licensee to the Licensed Content or the context in which the Licensed Content is used by Licensee. This indemnification also does not apply to Licensee’s continued use of Licensed Content following notice from Real Ag Stock LLC, or upon knowledge, that the Licensed Content is subject to a claim of infringement of a third party’s right.
Extended Legal Guarantee. Real Ag Stock LLC’s total maximum aggregate liability (meaning the total amount Real Ag Stock LLC is responsible for, whether under this agreement or any other agreement for the same content) is limited to $1,000.00 US dollars per item of Licensed Content. This limit applies regardless of the number of times Licensee is granted the same piece of Licensed Content from Real Ag Stock LLC.
The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement, or defense of any claim or litigation, in which case the indemnified party (the one not covering the costs) must cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
Limitation of Liability. REAL AG STOCK LLC WILL NOT BE LIABLE TO LICENSEE 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 REAL AG STOCK LLC 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 Licensee and is not assignable by Licensee without Real Ag Stock LLC’s prior written consent.
Audit/Certificate of Compliance. Upon reasonable notice, Licensee agrees to provide to Real Ag Stock LLC sample copies of projects or end uses that contain Licensed Content, including by providing Real Ag Stock LLC with free of charge access to any pay-walled or otherwise restricted access website or platform where Licensed Content is reproduced. In addition, upon reasonable notice, Real Ag Stock LLC may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this Agreement and Licensee’s use of Licensed Content in order to verify compliance with the terms of this Agreement. If any audit reveals an underpayment by Licensee to Real Ag Stock LLC of five percent (5%) or more of the amount Licensee should have paid, then in addition to paying Real Ag Stock LLC the amount of the underpayment, Licensee also agrees to reimburse Real Ag Stock LLC for the costs of conducting the audit. Where Real Ag Stock LLC reasonably believes that Licensed Content is being used outside of the scope of the license granted under this Agreement, Licensee agrees, at Real Ag Stock LLC’s request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Real Ag Stock LLC.
Electronic storage. Licensee agrees to retain the copyright symbol, the name of Real Ag Stock LLC, the Licensed Content’s identification number and any other information that may be embedded in the electronic file containing the original Licensed Content, and to maintain appropriate security to protect the Licensed Content from unauthorized use by third parties. Licensee may make one (1) copy of the Licensed Content for back-up purposes.
Choice of Law. This Agreement will be governed by the laws of the State of Illinois, U.S.A., without reference to its laws relating to conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement.
Alternative Dispute Resolution. Unless there is an emergency, any disputes arising from or related to this Agreement shall be finally settled by binding arbitration with the American Arbitration Association. Said arbitration shall be held in Peoria County, Illinois with one arbitrator under the Commercial Arbitration Rules and Mediation Procedures. The parties shall split the costs of the arbitrator equally (50/50). The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two (2) years of the acts, events or occurrences giving rise to the claim.
Choice of Forum. Any disputes arising from this Agreement requiring court intervention shall be litigated only in Circuit Court of the Tenth Judicial District, Peoria County, Illinois.
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 shall 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, shall be construed as a waiver of any provision of this Agreement.
Entire Agreement. No terms of conditions of this Agreement shall be added or deleted unless made in writing and accepted in writing by both parties or issued electronically by Real Ag Stock LLC and accepted in writing by Licensee. In the event of any inconsistency between the terms of this Agreement and the terms contained on any purchase order sent by Licensee, the terms of this Agreement will apply.
Notice. All notices required to be sent to Real Ag Stock LLC under this Agreement shall be sent via email to firstname.lastname@example.org. All notices to Licensee will be sent via email to the email set forth in Licensee’s account.
Taxes. Licensee agrees 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 Licensed Content.
Fees and Renewal. If your subscription is set to AUTOMATICALLY RENEW, Licensee authorizes Real Ag Stock LLC to charge the applicable subscription fees at the then applicable rate and taxes for the subscription to Licensee’s credit card on file at the expiration of the term. Licensee may change its auto-renewal preferences in its Real Ag Stock LLC account. Licensee’s subscription may only be cancelled as set out in Section 6. Real Ag Stock LLC may deactivate Licensee’s subscription without prior notice if Real Ag Stock LLC is unable to process payment through the credit card provided by Licensee.
By using the Website, Licensee is electronically agreeing to these terms and conditions, and Licensee further accepts and agrees to abide by all terms and conditions set forth herein.