Arooka Stock Imagery Terms

 

1. Terms

 

The Arooka Stock Imagery Terms is part of a collection of additional terms, collectively referred to as ‘Terms’ which is found at Arooka.com (http://www.arooka.com/terms.html) and include Terms of Site usage Terms of Purchase, Terms of Content Usage, Terms of Service and Terms of Subscription Service. The Terms will govern your use of all Arooka.com and Free World Press websites, services and content. The terms provided in this document are in addition to the collective Terms and focus on Arooka Stock Imagery services and all content available for license.

 

2. Parties

Arooka and/or Free World Press Ltd. (from now referred as the licensor) and the purchaser (from now referred as the licensee) agree to enter an agreement according to the Terms (see 1.Terms) and the Arooka Stock Imagery Terms.

 

3. Content

 

 ‘Content’ refers to any photography, images, imagery, illustrations, vector or raster content, code based graphics (such as SVG), 3D assets, templates, or any other Intellectual property provided by the licensor and/or hosted on the licensor’s and/or a third party server which is governed by the licensor.

 

4. Copyright

 

 Copyright as understood by Canada (and other treaty country, including countries who follow the Universal Copyright Convention, the Berne Convention or the World Trade Organization regulations, as well as some other countries identified in the Canada Gazette) applies to every original artistic work and is applied to the work when it was first created. The copyright owner in this case is the author of the content. In most cases the licensor is the creator of the content, however in some instances the licensor has obtained ownership through a transfer of ownership or the right to distribute from the original owner.

 

4.1 Intellectual property

Ownership, all rights, title and interest is retained by the licensor.

 

In the event that imagery is supplied via a third party, to whom the third party will retains all proprietary rights, including copyright and only grants a re-lease license to the licensor.

 

 In the event that imagery is supplied to the licensor by a third party, the licensee use of the licensed content will not infringe on the third party rights as long as they maintain a license with the licensor. Failure to do so could result in breech of both the licensor and the third party's rights.

In the event that a third party claims ownership of content which the licensor has granted a license to, the licensor will aid the licensee in defence of their rights to the content, however the licensor will not be liable for any financial liability associated to any claims made by the licensee or any third party.

 

4.2 Ownership Transfer

 

No title or ownership interest of any Intellectual property is transferred to the licensee.

The licensor only grants the licensee usage of the Intellectual property as per the terms of the purchased license.

 

5. Purchased license

 

 The licensee must choose the type of license for the intended usage of the Intellectual property.

 

5.1 Intended usage

 

 The intended usage can be of a personal or commercial nature, however where the content is used must be provided for before usage and will be subject to the specific terms of each Intended usage type.

 

A. Digital Usage:
- Used as a single asset (ie. one URL per license, which must be registered)
- Example uses: Blogs, single website, social media, mobile applications for

advertising, marketing, decoration and/or promotional purposes.

B. Print Usage:
- Cause or allow Print usage (of any printed material, including copies) to exceed 500,000 prints.
- Cause or allow asset to be used as the primary content on items intended for sale or distribution, such as merchandise and ‘on-demand products’ (ie. a coffee mug, t-shirt design).

- Example uses: Newsletter, book, magazine for advertising, marketing, decoration and/or promotional purposes.

C. Broadcast Usage:

- Cause or allow Broadcast audience to exceed 500,000 individuals.
- Example uses: TV, movie, film for advertising, marketing, decoration and/or promotional purposes.


D. Public Usage:

- Cause or allow a Public audience to exceed 500,000 individuals.
- Example usage: Billboards, Signs, Displays for advertising, marketing, decoration and/or promotional purposes.

5.2   Standard License and Specific Restrictions

 

Subject to the licensee’s compliance with the Terms, purchase of a Standard License grants the licensee a non-exclusive, single year (365 days), worldwide, non-transferable, non-Sublicensable license to use, reproduce and display the content in the specific intended usage type (see 6.1).

 

a. The licensee is permitted to use the content at one specific location and must provide the location on purchase. Failure to register the location can result in loss of license without reimbursement and the licensor to implement a recovery of loss.

 

b. In the event that a licensee would like to use the content in additional locations, they may purchase the content again or purchase an extended license which includes multi-seat usage.

 

c. The licensee is permitted to use the content by only one legal entity, this includes one registered user from an organization, in the event that the legal entity is a registered company.

d. The licensee is not permitted to re-sell, re-issue, lend, lease, sublicense or exchange the licensor's Intellectual property.

e. The licensee is not permitted to use any content which features a person and/or property, either paid or unpaid, in a manner that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association, political leaning or other endeavour.

 

f. The licensee is not permitted to use any content to depict or implies, that such person and/or property is correlated to any potentially sensitive subject matter, including, but not limited to mental health issues, physical health issues, social issues, sexual activity or preferences, implied sexual activity or preferences, substance abuse, crime, physical ailments, or any other subject matter that would be reasonably likely to be offensive, unflattering or unduly controversial.

 

g. The licensee is required to state in any content which features a person and/or property:

ie. "Content is being used for illustrative purposes only".

 

h. Content should not be modified, except in the case of technical quality or limited cropping and/or resizing. The newly created content must include a citation to Arooka and the licensee must inform the licensor of the stored location. In the event that content is in audiovisual production, a reasonable effort must be made to cite the licensor. The licensee must still inform the licensor and provide a link to the stored content.

 

i. Work cited (attributed) should include ‘Arooka’ (ie. 'Image provided by Arooka’). However the citation should not imply that the licensor endorses the licensee in any way.

 

5.3 Enhanced License and Specific Restrictions

 

Subject to the licensee’s compliance with the Terms and purchase of a Standard License, the licensee may also purchase an Enhanced License which can be modified to:

 

a. the number of reproductions; and/or

b. the audience size; and/or

c. to be used as primary content on items intended for sale or distribution; and/or

d. to sublicense the content; and/or

e. to increase the number of users who can use the content within a licensee’s organization; and/or

f. to increase the number of URLs (seats) the content can be registered to; and/or

g. to increase the number of days the content can be use; and/or

h. Specific case requirements.

 

 The Enhanced License is purchased by contacting the licensor directly and providing details of the need for an Enhanced License.

 

6. Restrictions.

 

 The licensee must not:

 

a. Allow a third party to obtain (ie. download, extract, access) content as a stand-alone file. The licensee will be held responsible for use of content which originated from the licensee.

b. Allow the content to infringe on any other rights of other entities (including persons).

c. Allow the content to be used as part of a trademark, logo or service mark.

d. Allow the content to be used in defamatory or unlawful manner.

e. Allow the content to be used in morally ambiguous manner.

f. Allow the content to be used in a manner which would depict person and/or property in a manner in which a reasonable person would consider as immoral, controversial, in poor taste or unflattering.

g. Allow the content to be used in a manner which would depict person and/or property in a manner in which a reasonable person would consider the person and/or property as being associated, endorsing or possessing any physical, mental and/or unseemly perversions and/or ailments.

h. Suggest that the content is owned or created by the licensee. This includes application of any proprietary notices associated with the content.

i. Meta-data of the content should not be altered, included removed, for any purpose.

If content is modified,

j. The content should not be used as part of any machine learning and/or artificial intelligence purposes.

k. The content should not be used with technologies designed or intended to be used for the purpose of identification of persons (natural, or unnatural) and/or property.

 

7. Breach of Terms

 

The licensee agrees:

 

a. To obtain a license and maintain the license during the total time of use.

b. Will fully cooperate in the defence of any claim, action or matter related to the use of content.

c. In the event that a breech of the Terms or the content is used without a valid license, that the licensee will seek consolation with the licensor as promptly as possible.

 

 The licensor will seek fair compensation and recommend that if a breech is determined, the individual entity should provide a timely and reasonable remedy. If the licensor is unable to receive fair compensation, a court appointed injunctive remedies (or other forms of relief) may be sought, however all costs associated with the court appointed remedy will also be sought. 

 

d. Will provide compensation to the licensor and our officers, agents, employees, partners, and/or affiliates for any loss, damage, incurred fees, including attorneys’ fees, in the event that the licensee breeches the Terms.

 

e. Acknowledges that the artist of the content (and/or the licensor) deserves to be fairly compensated for their creation.

f. Acknowledges that status or lack of status of the artist does not in impede the artists’ ability to create content and will not be used against the artist in obtaining fair compensation for their content.

g. Acknowledges that ceasing to use content which does not currently hold a valid license does not absolve the licensee from responsibility to paying for content which they used in Breech of Terms and/or past the Licensed expiration date.

 

7.1 Non licensed use

 

 For those who breeches the terms, by using the content without a license, they are  responsible to provide compensation.

 

 We seek fair compensation and recommend that if a breech is determined, the individual entity should contact the licensor and report themselves and provide a reasonable remedy.

 

 If a breech is determined, we will initially recommend a fair compensation, but may seek a court appointed indemnify.

 

8. Termination

 

The licensee acknowledges that the licensor may terminate this agreement or your rights to any content upon written notice to the licensee for any reason and without compensation. If this occurs, the licensee must cease all use of the content immediately and remove their and possession of the content by sending it back to the licensor.

 

9. Legal Advice

 

The licensee acknowledges that the licensor provides responses as a courtesy and that the licensor expressly disclaims any liability for any feedback, information, answers to questions, supplementary material provided by the licensor to the licensee. Nothing we provide constitutes legal advice.

 

10. Choice of Law

These Terms of Purchase shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without reference to its conflict of laws principles.

14. Arbitration

Any and all claims, disputes or controversies (whether in contract or tort, pursuant to statute or regulation, or otherwise and whether pre-existing, present or future) arising out of a product purchased through this Site or from the Terms, will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in Shanghai, People's Republic of China in English and governed the licensor’s appointed arbitration Policies. If you have a Claim you should give notice to arbitrate to us at the address found under the licensor contact information c/o Legal Department. If we have a Claim we will give you notice to arbitrate at your address. You hereby waive any right you may have to commence or participate in any class action against licensor related to any Claim and, where applicable, you hereby agree to opt out of any class proceeding against us otherwise commenced.

Notwithstanding the foregoing, in respect of any matter relating to the enforcement of intellectual property rights and protection of confidential information, each party may pursue remedies, including injunctive or other equitable relief, through the courts, in which circumstance the parties hereby agree to submit to the jurisdiction of the courts of Alberta and to waive any objections based upon venue in any such action, suit or proceeding.