Licence Agreement

License Agreement

This is a license agreement between you (“you”) and Surface Studio Enterprises NYC, Inc. (“Surface Studio”, “we” or “us”) that explains how you can use photos on this website (individually and collectively, "content") that you license from Surface Studio.

By downloading content from Surface Studio, you accept the terms of this license agreement.

1. License. Surface Studio sells images under the following royalty-free license: the license fee is paid once and there is no need to pay additional royalties based on usage. The content is licensed for worldwide, unlimited (for the specified brand / project owner), perpetual use, and is non-exclusive and subject to the restrictions on uses provided below.

2. Definitions. For the purposes of this license agreement:

• Perpetual shall mean no expiration or end date.
• Worldwide shall mean content can be used in any geographic territory.Unlimited shall mean content can be used an unlimited number of times solely for the specified brand or project owner on the license agreement.
• Non-Exclusive shall mean that you do not have exclusive rights to use the content and we can license the same content to other customers. If you would like exclusive rights to use content, please contact us to discuss a buy-out.

3. Restricted Uses.

• No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner, or in violation of any regulations or industry codes.
• 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 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 artwork based solely on licensed content and claim that you are the author.
• No ‘On Demand’ Products. Unless you purchase a custom license, you may not use content in connection with "on demand" products (e.g., products in which a licensed image is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items. This includes the sale of products through custom designed websites, as well as sites such as zazzle.com, shutterfly.com, cafepress.com, etc.
• No Electronic Templates. Unless you purchase a custom 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, and brochure design templates).
• No Use in Trademark or Logo. Unless you purchase a custom license, you may not use content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, trade name, 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).
• No Transfers or Sublicenses. The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else; provided, however, that 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. The rights purchased may only belong to you or your employer/client, depending on who is named as the "Licensee" at the time of purchase. In other words, if you purchase an image, only one of you (and not both) may use that image.

4. Sharing and Storage Restrictions for RF Content. Please note that sharing and storage restrictions apply for royalty-free content. Up to ten (10) individuals (total, not at any given time) may use an item of content, and all individuals must be from the same legal entity. However, you may make RF content available for viewing by any of your employees, clients and subcontractors. There are no restrictions on where each individual may store the content. The raw file of content may not be provided to anyone outside of your legal entity other than subcontractors. If you require content to be available to more than ten (10) users, please contact Surface Studio to purchase rights for additional users.

5. 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 must agree to be bound by the terms of this agreement and may not use the content for any other purpose.

6. Your Obligations. You will be responsible for tracking all activity for each download, and you agree to: (a) maintain the security of passwords and usernames; (b) notify Surface Studio immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs in relation to images downloaded with your account. Surface Studio reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement.

7. Intellectual Property Rights. All right and title to the licensed content is owned by Surface Studio. All rights not expressly granted in this agreement are reserved by Surface Studio. You may not assert any right to revenue from a collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the licensed content.

8. Attribution. You do not need to include a photo credit.

9. Termination. Surface Studio may terminate this agreement at any time if you breach any of the terms of this or any other agreement with Surface Studio in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Surface Studio 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, the rights granted for such use shall immediately terminate, and in that event, upon Surface Studio’s request, you agree to remove any content from such platform or website.

10. No Refunds. No refunds or returns are available once a digital file has been downloaded.

11. Indemnification/Limitation of Liability.

• Indemnification of Surface Studio by you. You agree to defend, indemnify and hold harmless Surface Studio and each of its respective officers, directors, representatives, employees, subsidiaries and affiliates from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with Surface Studio; and (iii) your failure to obtain any required release for your use of content.
• Indemnification of you by Surface Studio. Provided that you are not in breach of this or any other agreement with Surface Studio, and as your sole and exclusive remedy for any breach by Surface Studio of its warranties hereunder, Surface Studio agrees, subject to the terms of this Section 11, 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 outside legal fees) arising out of or in connection with any breach or alleged breach by Surface Studio of its warranties hereunder. 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 Surface Studio, or upon your knowledge, that the content is subject to a claim of infringement of a third party's right.
• Notice/Legal Fees. 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. The indemnified party (the one not covering the costs) has to 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. SURFACE STUDIO WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS LICENSE AGREEMENT, EVEN IF SURFACE STUDIO 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.

12. Assignment. This agreement is personal to you and is not assignable by you without Surface Studio’s prior written consent. Surface Studio 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.

13. Audit. Upon reasonable notice, you agree to provide to Surface Studio sample copies of projects or end uses that contain licensed content, including by providing Surface Studio 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, Surface Studio 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 Surface Studio of five percent (5%) or more of the amount you should have paid, then in addition to paying Surface Studio the amount of the underpayment and any other remedies to which Surface Studio is entitled, you also agree to reimburse Surface Studio, or its representative third party, for the costs of conducting the audit.

14. Electronic Storage. You agree to retain the copyright notice, the name of Surface Studio, the content's identification number and any other information or metadata 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.

15. Governing Law/Arbitration. Please Read the Following Provisions in this Section 15 “Governing Law/Arbitration” Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court. This agreement will be governed by the laws of the State of New York, 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 i) if you are in North America: the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS"); or ii) if you are outside of North America: the International Centre for Dispute Resolution ("ICDR") or JAMS (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): 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 relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Surface Studio 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 Surface Studio, such action is necessary or desirable to protect Surface Studio’s 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. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

16. 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.

17. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

18. 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 Surface Studio and accepted 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 govern.

19. Notice. All notices required to be sent to Surface Studio under this agreement should be sent via email to admin@surfacestudiodigitalassets.com All notices to you will be sent via email to the email set out in your account.

20. Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.

Updated: September 23, 2024.