License Agreement

Who, besides me, can use the licensed content?

The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else. There are two exceptions:

Employer or client. 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.

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 may not use the content for any other purpose.

Please note that seat/user restrictions apply. You may only use the content with the appropriate amount of users, as explained in Section 5 below.

Are there any seat/user license restrictions?

Yes. The standard license is for a single user. The seat/user restrictions refer to the raw file of content, not the end project or use.

If you licensed the content with credits, this means that you may share content within your single legal entity but the content may only be available to one person at any one time. Unless you purchase an extended license, you may not store the content on a server (giving more than one person simultaneous access to the content).

If you licensed the content with a subscription, this means that only one person (the same person) may access, license and use the content.

If you need more than a single user to access the content:

If you licensed the content with credits, you must purchase a multi-seat extended license with credits

If you licensed the content with a subscription and need a multi-user plan for your team or business, please contact us. Please note that you may not purchase a multi-user plan in connection with content generated with the ufocus AI Generator.

User Accounts.

You will be responsible for tracking all activity for each user account, and you agree to: (1) maintain the security of all passwords and usernames; (2) notify ufocus immediately of any unauthorized use or other breach of security; and (3) accept all responsibility for activity that occurs under each user account. ufocus reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If ufocus determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and seek further legal remedies.

Intellectual property rights.

Who owns the content?
All of the licensed content is owned by either ufocus or the artists who supply the content. All rights not expressly granted in this agreement are reserved by ufocus and the content suppliers.

Attribution.

Do I need to include a photo credit? You do not need to include a photo credit for commercial use.

For content generated with the ufocus AI Generator, the Artist Member's Name included should be "ufocus AI Generator."

Termination/Cancellation/Withdrawal.

Termination
Except in the case of subscriptions, this agreement is effective until it is terminated by either party. You can terminate this agreement by ceasing use of the content and deleting or destroying any copies.  ufocus may terminate this agreement at any time if you fail to comply with any of the terms, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to ufocus in writing that you have complied with these requirements.

Refunds on photo purchases - Unless required by local law, there are no refunds for license of photos you purchase.

File Download Refunds - ufocus 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 ufocus.

Representations and Warranties.

ufocus makes the following representations and warranties:

Warranty of Non-Infringement. Except with respect to content identified as "editorial use only," your use of the content in accordance with this agreement and in the form delivered by ufocus will 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 all necessary model and/or property releases for use of the content in the manner authorized by this agreement have been obtained. Note that you are solely responsible for any edits made to the content (whether using an ufocus editing tool or otherwise).

Caption/Metadata Disclaimer. While we have made reasonable efforts to correctly categorize, keyword, caption and title the content, ufocus does not warrant the accuracy of such information, or of any metadata provided with the content.

Indemnification/Limitation of Liability.

Indemnification of ufocus by you. You agree to defend, indemnify and hold harmless ufocus and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.

Indemnification of you by ufocus. Provided that the content is only used in accordance with this agreement and you are not otherwise in breach of this agreement, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 9(a) above, ufocus agrees, subject to the terms of this Section 10, 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 legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by ufocus of its warranty in Section 9(a) 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 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 ufocus, or upon your knowledge, that the content is subject to a claim of infringement of a third party's right.

Limitation of Liability. UFOCUS AND ITS LICENSORS WILL NOT BE LIABLE TO YOU 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 UFOCUS OR ITS LICENSORS HAVE 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.

General Provisions.

Assignment. This agreement is personal to you and is not assignable by you without ufocus's prior written consent. ufocus 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.

Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to ufocus sample copies of projects or end uses that contain licensed content, including by providing ufocus 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, ufocus 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 ufocus of five percent (5%) or more of the amount you should have paid, then in addition to paying ufocus the amount of the underpayment, you also agree to reimburse ufocus for the costs of conducting the audit. Where ufocus reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at ufocus's request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by ufocus.

Electronic storage. You agree to retain the copyright symbol, the name of ufocus, the content's identification number and any other information 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.

Governing Law/Arbitration. 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 the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") if you are in North America, or of the International Centre for Dispute Resolution ("ICDR") or JAMS if you are outside of North America (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 including attorney fees relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, ufocus 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 ufocus, such action is necessary or desirable to protect its 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.

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.

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

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 ufocus and accepted in writing 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 apply.

Notice. All notices required to be sent to ufocus under this agreement should be sent via email to legalnotice@ufocus.com. All notices to you will be sent via email to the email set out in your account.

Taxes. You 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 you, or of your use of the licensed content.

Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, ufocus may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.