Content License Agreement

1. Licenses Offered by CLIPOZA LTD

Each file you download from CLIPOZA LTD comes with a standard license. You can purchase credits to license photos, illustrations, and vector files from CLIPOZA LTD. We offer credit packs in different quantities, and the more credits you purchase, the more you save.

You may use watermarked content from CLIPOZA LTD on a complimentary basis for testing or sample layout purposes only. Watermarked content cannot be used in final materials or publicly available projects and is only valid for use up to 30 days after download.

2. Use of licensed content

You may use content in any manner that is not restricted by this agreement (see "Restricted Uses" below). Subject to these restrictions, the rights granted by CLIPOZA LTD include:

• Perpetual: The right to use the content for as long as you need, with no expiration date.
• Non-exclusive: The content may be licensed to others; you do not have exclusive rights to it.
• Worldwide: You can use the content anywhere in the world.
• Unlimited: You can use the content in unlimited projects and media.

For the purposes of this agreement, "use" means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise use the content.

Examples of use include, but are not limited to, websites, blog posts, social media, advertisements, marketing campaigns, corporate presentations, books, films, and mobile applications.

Please refer to the Restricted Uses section for exceptions.

3. Restricted Uses

a. No Unlawful Use.

You may not use content in a pornographic, defamatory, or unlawful manner or violate any regulations or industry codes.

b. No Commercial Use of "Editorial Use Only" Content.

Content marked "editorial use only" cannot be used for commercial purposes such as advertising, promotion, or merchandising. It is intended for editorial use only, like news or current event discussions.

c. No Standalone File Use.

Content cannot be used in a manner where others can extract, download, or redistribute the content as a standalone file (separate from a project or end use).

d. No Use in Trademark or Logo.

You may not use content as part of a trademark or logo and cannot register it as such.

e. Sensitive Use Disclaimer.

If you use content featuring models or property in sensitive contexts, you must include a disclaimer stating that the content is for illustrative purposes only, e.g., "CLIPOZA LTD photo. Posed by model."

f. No False Representation of Authorship.

You cannot claim to be the original creator of content that is largely made up of licensed material.

4. Additional Restrictions

• No Products for Resale: You cannot use content for products intended for resale, such as cards, apparel, calendars, posters, mugs, or other items.
• No Electronic Templates: Content cannot be used in templates that are sold or distributed, such as website templates or business card designs.
• Limited Print Run: The content may not be reproduced more than 500,000 times in physical print form.
• No Machine Learning, AI, or Biometric Technology Use: Content cannot be used for machine learning, artificial intelligence, or biometric purposes unless expressly authorized by CLIPOZA LTD.

5. Right to Use Licensed Content

The rights granted to you are non-transferable and non-sublicensable. This means you cannot transfer or sublicense the content to others except in the following cases:

• Employer or Client: If purchasing on behalf of your employer or client, they can use the content, but you must have the legal authority to bind them to the terms of this agreement.
• Subcontractors: You may allow subcontractors or distributors to use the content only for the production or distribution of your final project or end use. They cannot use the content for any other purpose.

6. Seat & User License Restrictions

If you have purchased content with credits, it can be shared within your single legal entity, but only one user can access the content at a time.

7. User Accounts

You are responsible for managing the activity on each user account and must:

• Keep your passwords secure.
• Notify CLIPOZA LTD of any unauthorized use.
• Accept responsibility for activities under your account.

CLIPOZA LTD reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If CLIPOZA LTD determines that you have violated the terms, your account may be suspended.

8. Representations and Warranties

CLIPOZA LTD makes the following representations and warranties:

a. Warranty of Non-Infringement

Except for content marked as "editorial use only," your use of the content in accordance with this agreement and as delivered by CLIPOZA LTD will not infringe on any copyright, trademark, moral right, or other intellectual property rights, nor will it violate any rights of privacy or publicity. All necessary model and/or property releases for the content's authorized use have been obtained. You are solely responsible for any modifications made to the content (whether using CLIPOZA LTD's editing tools or otherwise).

b. "Editorial Use Only" Warranty Disclaimer

For content marked "editorial use only," CLIPOZA LTD guarantees that the content will not infringe on the copyright or moral rights of the artist. However, it does not grant any rights or warranties regarding the use of names, people, trademarks, logos, or any other property or artwork depicted in the content. You are solely responsible for determining whether any releases are necessary for the content's use, and for obtaining such releases. Note that content marked "editorial use only" is generally not accompanied by releases, and some jurisdictions may offer legal protection against the use of a person's image or property for commercial purposes without a release.

c. Caption/Metadata Disclaimer

While reasonable efforts have been made to accurately categorize, caption, and title the content, CLIPOZA LTD does not warrant the accuracy of the content's metadata or captioning information.

d. No Other Warranties

Except for the warranty of non-infringement above, the content is provided "as is" without any representations or warranties, express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose. CLIPOZA LTD does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error-free.

9. Indemnification/Limitation of Liability

a. Indemnification of ThreeD3 by You

You agree to defend, indemnify, and hold harmless CLIPOZA LTD and its affiliates, content suppliers, and respective officers, directors, and employees from all damages, liabilities, and expenses (including reasonable legal costs) arising from any breach or alleged breach by you (or anyone acting on your behalf) of any term of this agreement.

b. Indemnification of You by ThreeD3

Provided the content is used according to this agreement and you are not in breach, CLIPOZA LTD agrees to defend, indemnify, and hold harmless you and your affiliates, officers, directors, and employees from all damages, liabilities, and expenses arising from any breach or alleged breach by CLIPOZA LTD of its warranty in Section 9(a). This indemnification does not apply to damages arising from modifications made by you to the content or its context, or to continued use of content after notice from CLIPOZA LTD that the content is subject to an infringement claim.

CLIPOZA LTD's maximum aggregate liability is limited to 10,000 EUR per item of content. For higher indemnification amounts, please contact CLIPOZA LTD.

c. Claim Notification

The indemnified party must promptly notify the indemnifying party in writing about any claims. The indemnifying party has the right to handle, settle, or defend any claim, and the indemnified party must cooperate reasonably. Legal costs incurred before notifying the indemnifying party are not covered.

d. Limitation of Liability

CLIPOZA LTD will not be liable for any punitive, special, indirect, consequential, incidental, or similar damages, costs, or losses arising from this agreement, even if advised of the possibility of such damages.

10. General Provisions

a. Assignment.

This agreement is personal to you and cannot be assigned without CLIPOZA LTD's prior written consent. CLIPOZA LTD may assign this agreement to a corporate affiliate or successor without notice or consent.

b. Audit/Certificate of Compliance.

You agree to provide CLIPOZA LTD with sample copies of projects using licensed content upon reasonable request. CLIPOZA LTD may audit your records related to this agreement, and if an audit reveals an underpayment of 5% or more, you agree to reimburse CLIPOZA LTD for the audit costs.

c. Electronic storage.

You agree to retain the copyright symbol, ThreeD3's name, the content's identification number, and any embedded information in the original content file, and to protect the content from unauthorized use.

d. Governing Law/Arbitration.

This agreement is governed by the laws of the UK. Disputes will be settled by binding arbitration, conducted in English, in a jurisdiction closest to you from the following list: New York, London, Paris, Munich, Madrid, Milan, Sydney, Tokyo, or Singapore.

e. Severability.

If any provision is found invalid, it will be revised to the extent necessary without affecting the remaining provisions.

f. Waiver.

No action, except an express written waiver, constitutes a waiver of any provision.

g. Entire Agreement.

No terms may be added or deleted unless in writing and agreed upon by both parties.

h. Notice.

Notices to CLIPOZA LTD should be sent via email to info@threed3.com. Notices to you will be sent to your registered email.

i. Taxes.

You are responsible for all taxes and duties related to the license granted or your use of the licensed content.

j. Interest on Overdue Invoices.

CLIPOZA LTD may add a service charge of 2.5% per month on any unpaid balance until payment is received.

k. Licensing Entity.

The licensing entity under this agreement is CLIPOZA LTD.