Licence Agreements:

Understand how you are able to use the content you buy from us.

 

Last Updated: August 2018

The following Licence Agreement explains how you can use photos, illustrations, vectors, and video clips (individually and collectively, “content”) that you license from AFREPIC. The below is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement ("you" or "Customer") and AFREPIC and sets forth the rights and obligations with respect to any Content licensed by you. By downloading content from AFREPIC, you accept the terms of this agreement.

What kind of licences do we offer?

AFREPIC offers three types of license models: royalty-free (“RF”), standard licence (“SL”) and enhanced licence (“EL”). Royalty-free does not mean there is no cost for the license. Instead, royalty-free means that the license fee is paid once and there is no need to pay additional royalties if the content is re-used. Royalty-free content is licensed for unlimited, perpetual use, and pricing is based on the file size. Standard licence and enhanced licence content is licensed for specific types of use, and pricing is based on factors such as size, placement, duration of use, and geographic distribution.

 

 

How can I use licensed content?

You may use licensed content in any way consistent with the rights granted below and not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by AFREPIC are:

 

 

Royalty-Free

Perpetual, meaning there is no expiration or end date on your rights to use the content. Worldwide, meaning content can be used in any geographic territory. Unlimited, meaning content can be used an unlimited number of times. Any and all media, meaning content can be used in print, in digital or in any other medium or format. Non-Exclusive, meaning that you do not have exclusive rights to use the content. AFREPIC can license the same content to other customers. If you would like exclusive rights to use royalty-free content, please contact AFREPIC directly to discuss a buy-out.

 

 

Standard/Enhanced

Limited to the specific use, medium, period of time, print run, placement, size of content, and territory selected, and any other restrictions that accompany the content on the AFREPIC website (or any other method of content delivery) or in an order confirmation or invoice. Non-Exclusive, meaning that you do not have exclusive rights to use the content. AFREPIC can license the same content to other customers. Exclusive licenses may be available for standard/enhanced licence content upon payment of an additional license fee. Please contact AFREPIC if you are interested in licensing content on an exclusive basis.

Standard Image Licence grants you the right to use images:

  1. For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind). 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).

  2. As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations set forth in sub-paragraph c. below). Though 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).

  3. Incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size, provided the budget for any such production does not exceed USD $25,000;

  4. Printed in physical form as part of product packaging and labelling, letterhead and business cards, point of sale advertising, billboards, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 200,000 times in the aggregate; though you may not use content as part of a trademark, design mark, tradename, business name, service mark, or logo.

  5. As part of an "Out-of-Home" advertising campaign, provided the intended audience for such campaign is less than 200,000 gross impressions.

 

Enhanced Image Licence grants you the right to use Images (which rights are in addition to above and exclusive to Enhanced Image Licences):

  1. In any manner permitted under a Standard Image License, without any limitation on the number of reproductions, impressions, or budget;

  2. Incorporated into merchandise intended for sale or promotional distribution (collectively "Merchandise"), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such Merchandise incorporates material creative or functional elements apart from the Image(s).

  3. In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by you or your client, and not for sale.

  4. Incorporated as elements of digital templates for sale or distribution.

If the Standard or Enhanced Image licenses do not grant the rights you require please contact AFREPIC directly here.

For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of. Please make sure you read the Restricted Uses section below for exceptions.

  1. Restricted Uses.

    • No Unlawful Use: You may not use content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations (including for sports content, any restrictions or credentials issued by a sports league or governing body) or industry codes.

    • No Commercial Use of Editorial Content: Unless additional rights are specified on the AFREPIC invoice or sales order, or granted pursuant to a separate license agreement, you may not use content marked “editorial” for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events or topics that are newsworthy or of general public interest.

    • No Alteration of Editorial Content: Content marked “editorial” may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the content is not compromised, but you may not otherwise alter the content.

    • 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 Sensitive Use Without Disclaimer: If you use content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model. For example, you could say: “Stock photo. Posed by model.” No disclaimer is required for content marked “editorial” that is used in a non-misleading editorial manner.

    • 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.

Who, besides me can use the licenced 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. 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 a royalty-free image, only one of you (and not both) may re-use that image for multiple projects.

    • User Restrictions for RF Content: Please note that seat/user restrictions apply for royalty-free content. You may store licensed royalty-free content in a digital library, network configuration or similar arrangement to allow the licensed royalty-free content to be viewed by your employees and clients, so long as there are no more than 10 users total (not at any given time).

  • 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.

User account 

You will be responsible for tracking all activity for each user account, and you agree to: (a) maintain the security of all passwords and usernames; (b) notify AFREPIC immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under each user account. AFREPIC reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If AFREPIC 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 AFREPIC or its content suppliers. All rights not expressly granted in this agreement are reserved by AFREPIC and the content suppliers. You may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the licensed content.

 

Attribution

Do I need to include a photo credit?

You do not need to include a photo credit for commercial use, but if you are using content for editorial purposes, you must include the following credit adjacent to the content or in production credits: “[Photographer Name]/[Collection Name]/AFREPIC”

Do I need to include a video credit?

If licensed content is used in an audio/visual production where credits are accorded to other providers of licensed material, you must include the following credit in comparable size and placement: “[Video] [Imagery] supplied by [Artist Name]/[Collection Name]/Getty Images”

 

Can I use the AFREPIC name or logo, or the name and logos of its content suppliers?

You may use the name of AFREPIC and/or its content suppliers as necessary to give attribution, but you may not otherwise use their names, logos, or trademarks without prior written approval.

Termination/Cancellation/Withdrawal

Termination: AFREPIC may terminate this agreement at any time if you breach any of the terms of this or any other agreement with AFREPIC, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to AFREPIC 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 AFREPIC’s request, you agree to remove any content from such platform or website.

 

Refunds/Cancellation: All requests for refunds/cancellations must be made in writing or using the cancellation function on the AFREPIC website. Provided that the request is made within 7 days and the licensed content has not been used, AFREPIC may cancel the relevant order and issue a full refund to your account or credit card. No credits or refunds are available for cancellation requests received more than 7 days from your receipt of content, or for research, lab, service or subscription fees, all of which are non-refundable. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.

 

Content Withdrawal: AFREPIC may discontinue licensing any item of content at any time in its sole discretion. Upon notice from AFREPIC, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which AFREPIC may be liable, AFREPIC may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. AFREPIC will provide you with replacement content (determined by AFREPIC in its reasonable commercial judgement) free of charge, subject to the other terms of this agreement.

Representations and Warranties

AFREPIC makes the following representations and warranties:

 

Warranty of Non-Infringement: For all licensed content (excluding content marked “access only”), AFREPIC warrants that your use of such content in accordance with this agreement and in the form delivered by AFREPIC (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.

 

Additional Warranties for Certain Content:

  • RF: For licensed royalty-free content (excluding content marked “editorial”), AFREPIC warrants that your use of such content in accordance with this agreement and in the form delivered by AFREPIC (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any trademark or other intellectual property right, and will not violate any right of privacy or right of publicity.

  • SL/EL: For standard licensed and enhanced licenced content where AFREPIC specifically notifies you that a model and/or property release has been obtained, AFREPIC warrants that your use of such content in accordance with this agreement and in the form delivered by AFREPIC (that is, excluding any modifications, overlays or re-focusing done by you) will not, where a property release has been obtained, infringe on any trademark or other intellectual property right and/or will not, where a model release has been obtained, violate any right of privacy or right of publicity.

 

Warranty Disclaimer: Unless specifically warranted above, AFREPIC does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as “editorial,” and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.

 

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

 

No Other Warranties: Except as provided in this section above, the 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. AFREPIC does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.

 

Indemnification/Limitation of liability

Indemnification of AFREPIC by you: You agree to defend, indemnify and hold harmless AFREPIC 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 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 AFREPIC; and (iii) your failure to obtain any required release for your use of content.

 

Indemnification of you by AFREPIC: Provided that you are not in breach of this or any other agreement with AFREPIC, and as your sole and exclusive remedy for any breach of the warranties set forth in the Section above, AFREPIC agrees, subject to the terms of this Section, 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 AFREPIC of its warranties in the Section 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 AFREPIC, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.

 

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: AFREPIC 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 AGREEMENT, EVEN IF AFREPIC 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.

General provisions

Assignment: This agreement is personal to you and is not assignable by you without AFREPIC’s prior written consent. AFREPIC 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: Upon reasonable notice, you agree to provide to AFREPIC sample copies of projects or end uses that contain licensed content, including by providing AFREPIC 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, AFREPIC 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 AFREPIC of five percent (5%) or more of the amount you should have paid, then in addition to paying AFREPIC the amount of the underpayment and any other remedies to which AFREPIC is entitled, you also agree to reimburse for the costs of conducting the audit.

 

Electronic storage: You agree to retain the copyright symbol, the name of AFREPIC, 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.

 

Governing Law/Arbitration: This agreement will be governed by the laws of South Africa, 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 Expedited Procedures in its Comprehensive Arbitration Rules and Procedures, or of the International Centre for Dispute Resolution. 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, AFREPIC 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 AFREPIC, 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 AFREPIC 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 apply.

 

Notice: All notices required to be sent to AFREPIC under this agreement should be sent via email to contact@afrepic.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, 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.

 

Interest on Overdue Invoices: If you fail to pay an invoice in full within the time specified, AFREPIC 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.

Additional terms

1.     Except when required by law, AFREPIC shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your subscription is terminated before its expiration. You authorize AFREPIC to charge you all subscription fees for the duration of the term agreed to at the time of purchase. In the event that AFREPIC determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase.

 

2.     Following the expiration of your subscription plan, such plan will automatically renew on the same terms as your original plan purchase. You can disable automatic renewal at any time prior to renewal using your account settings. You expressly grant AFREPIC the right to charge you for each automatic renewal until you timely disable automatic renewal.

 

3.     If AFREPIC is required to collect indirect taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where AFREPIC or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.

 

4.     "Non-transferable" as used herein means that except as specifically provided in this agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify AFREPIC of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please notify us via email at contact@afrepic.com.

 

5.     Upon notice from AFREPIC or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which AFREPIC may be liable, or if AFREPIC removes any Content for any reason and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. AFREPIC shall provide you with comparable Content (which comparability will be determined by AFREPIC in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this agreement.

 

6.     If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to AFREPIC, upon AFREPIC’s reasonable request.

 

7.     This agreement shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This agreement is governed by and shall be construed in accordance with the laws of South Africa, without respect to its conflict of laws principles.

 

8.     If you are entering into this agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to AFRENAI for any breaches of the terms of this agreement. You hereby grant AFRENAI a worldwide, non-exclusive, limited license to use your trademarks in AFRENAI’s promotional materials, including a public customer list. AFRENAI’s use of your trademarks shall at all times conform to your then-current trademark use policies as made available to AFRENAI and shall at all times inure to your benefit. AFREPIC further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by AFREPIC of your email request to contact@afrepic.com.

 

9.     Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.

 

10.  If any individual term of this agreement is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this agreement, so that this agreement shall otherwise remain in full force and effect.

 

11.  It is expressly understood and agreed that this agreement is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this agreement as to third parties.

 

12.  In the event that you breach any of the terms of this or any other agreement with AFREPIC, AFREPIC shall have the right to terminate your account without further notice, in addition to AFREPIC’s other rights at law and/or equity. AFREPIC shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.

 

13.  Except as expressly set forth herein, AFREPIC grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be contained in the Content, music or other audio in Footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Visual Content. AFREPIC only has model or property releases where expressly indicated on the AFREPIC website.

 

14.  Neither AFREPIC nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, AFREPIC’s breach of this agreement, or otherwise, unless expressly provided for herein, even if AFREPIC has been advised of the possibility of such damages, costs or losses.

 

15.  Except as expressly set forth earlier in this agreement, all Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.

 

16.  AFREPIC does not warrant that the Content, AFREPIC websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.

 

17.  In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting AFREPIC, AFREPIC will promptly file a complaint with the internet crime complaint center.

Questions and Contact Information

Questions or comments about the Site or Privacy Policy may be directed to AFREPIC at contact@afrepic.com or by calling +27 (0) 82 925-5000.

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