Terms and Conditions

The following Terms of Service ("TOS") 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 Freeimagz and sets forth the rights and obligations with respect to any Content licensed by you.

Please revisit this TOS when you purchase any Content licenses. Freeimagz reserves the right to modify the TOS at any time in its sole discretion. Prior to such changes becoming effective, Freeimagz will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your Freeimagz account, an announcement on this page, your login page, and/or by other means. Modifications to this TOS will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound to the TOS as modified.

THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE CONTENT. 

• "Content" means all content available for license from the Freeimagz website, including Images, Video, Editorial, and Music (as defined herein.)

• "Video" means any moving images, animations, films, videos or other audio/visual representations, video elements, visual effects elements, templates, graphics packs, and motion design projects excluding still images, recorded in any format (a/k/a “Footage” in prior versions of the TOS).

• "Image(s)" means still photographs, vectors, drawings, graphics, and the like.

• "Editorial" means still photographs and video appearing under the Editorial tab/section.

• "Visual Content" shall refer collectively to Editorial, Images, and Video.

PART I – VISUAL CONTENT LICENSES

• Freeimagz hereby grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:

1. EDITORIAL STANDARD LICENSE FOR PHOTOS AND VIDEOS

1. AN EDITORIAL LICENSE grants you the right to make a single, editorial use of an item of Editorial content, which single use may be distributed worldwide, in perpetuity.

2. A "single use" for the purposes of this license permits the use of Editorial content in a single context (i.e., a news story, blog post, page of a publication) a single time, provided you shall have the right to distribute that use in-context across unlimited mediums and distribution channels. For example, the use of Editorial content to illustrate a printed article, maybe reused on a blog, on social media, etc., provided it is in-context to the original printed article. Any use not in-context to the original printed article would require an additional license.

3. An "editorial use" for the purposes of this license shall be a use made for descriptive purposes in a context that is newsworthy or of human interest and expressly excludes commercial uses such as advertising or merchandising.

4. Any use of Editorial Content licensed hereunder is further subject to those express restrictions set forth in Part I, Section 4 (prohibiting any use distributed via broadcast/cable/OTT, on publication covers, and in print runs in excess of 500,000) as well as any “special restrictions” (e.g., geographical or industry-specific usage restrictions) indicated on the image detail page and/or included in the metadata attached to an item of Editorial Content.

5. All Editorial content shall be deemed "Editorial Use Only" for the purposes of this TOS.

6. Not all Editorial content is available for license from the Freeimagz website, nor may it be available from all subscriptions. You understand that the Editorial content available for license can change at any time and you shall have no right to demand to license any particular item of Editorial content. If you want to license any Editorial content not available for license from the website, please contact Customer Service. 

• RESTRICTIONS ON USE OF VISUAL CONTENT
  YOU MAY NOT:

1. Use Visual Content other than as expressly provided by the license you purchased with respect to such Visual Content.

2. Portray any person depicted in Visual Content (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.

3. Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.

4. Modify Visual Content designated "Editorial Use Only" in a manner that changes the context of what is depicted.

5. Use Visual Content designated "Editorial Use Only" (including, but not limited to, Editorial content) for commercial purposes, including for reference, in any advertising, merchandise or other non-editorial contexts.

6. Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of content through which third parties may search and _select_ from such content.

7. Use Visual Content in a manner that infringes upon any third party_qt_s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.

8. Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.

9. Falsely represent, expressly or by way of reasonable implication, that any Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content.

• RESTRICTIONS SPECIFIC TO VIDEO

1. Use "stills" derived from Video except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Video.

• RESTRICTIONS SPECIFIC TO EDITORIAL

1. Use any Editorial content in a multi-media production distributed via broadcast, cable network, OTT video service (e.g. Netflix, Hulu, Amazon), or in theaters, or in related promotional materials.

2. Use any Editorial content on a publication cover, jacket, or other packaging related to the underlying use.

3. Use any Editorial content in a publication with a print run in excess of 500,000 copies.

• CREDIT AND COPYRIGHT NOTICES

1. The use of Images and Video in connection with news reporting, commentary, publishing, or any other "editorial" context, shall be accompanied by an adjacent credit to the Freeimagz contributor and to Freeimagz in substantially the following form:
   "Name of Artist/Freeimagz.com"

2. Editorial credits shall take the following form:
   "Name of Artist / Agency / Freeimagz"

3. If and where commercially reasonable, the use of Images or Video in Merchandise or an audio-visual production shall be accompanied by a credit to Freeimagz in substantially the following form:
   "Image(s) or Video (as applicable), used under license from Freeimagz.com"

4. Credit attributions are not required in connection with any other use of Video or Images unless another stock content provided is afforded credit in connection with the same use. For clarity, attribution is always required for Editorial content.

5. In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.

PART II - WARRANTIES AND REPRESENTATIONS

• Freeimagz warrants and represents that:

1. Freeimagz_qt_s contributors have granted Freeimagz all necessary rights in and to the Content to grant the rights set forth in Part I or Part II as applicable.

2. Video and Images in its original un_alter_ed form and used in full compliance with this TOS and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties_qt_ rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.

3. Editorial content in the original un_alter_ed form and used in full compliance with this TOS and applicable law, will not infringe a third party’s copyright, it being understood that the foregoing warranty does not apply to elements depicted in the Editorial content.

• While Freeimagz makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content designated "Editorial Use Only", Freeimagz MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; OR II) AUDIO IN VIDEO. For the sake of clarity, Freeimagz will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Video.

• Freeimagz MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.

PART III - ADDITIONAL TERMS

• Except when required by law, Freeimagz 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 Freeimagz to charge you all subscription fees for the duration of the term agreed to at the time of purchase. In the event that Freeimagz 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. If you reside in the European Union and you cancel your account within fourteen (14) days of making payment to Freeimagz, provided that you have not yet downloaded or licensed any Visual Content, Freeimagz, will refund the payment made by you in connection with such cancelled account. To cancel your account, please contact Customer Service. 

• The fees charged by Freeimagz are exclusive of taxes, and all such taxes, direct or indirect, shall be in addition to any fees related to the products you are buying. If Freeimagz is required to collect indirect and/or transactional 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 Freeimagz 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.

• "Non-transferable" as used herein means that except as specifically provided in this TOS, 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 Freeimagz of each such social media website_qt_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 contact Customer Service. 

• Upon notice from Freeimagz 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 Freeimagz may be liable, or if Freeimagz removes any Content due to perceived business risk as determined in Freeimagz_qt_s reasonable discretion 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. Freeimagz shall provide you with comparable Content (which comparability will be determined by Freeimagz in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this TOS.

• 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 Freeimagz, upon Freeimagz’s reasonable request.

• Arbitration.

1. Any controversy or claim arising out of or relating to this TOS, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state and county of New York. The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack) (iii) any claim arising solely from Customer’s alleged failure to pay fees due to Freeimagz. This arbitration provision will survive termination of this TOS.

2. YOU AND Freeimagz AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Freeimagz agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and Freeimagz acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this TOS.

3. If a court decides that applicable law precludes enforcement of any of the limitations in this Part V, Section 7 as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

• Neither party may assign this agreement, without the prior written approval of the other party, except that Freeimagz may assign this agreement to a subsidiary, an affiliated company within the Freeimagz group, the entity that results from a merger or other corporate reorganization involving Freeimagz, or an entity that acquires all or substantially all of Freeimagz’s assets or capital stock.

• This TOS shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This TOS is governed by and shall be construed in accordance with the laws of the applicable jurisdiction set forth in Section 5.24, without respect to its conflict of laws principles.

• If you are entering into this TOS 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 Freeimagz for any breaches of the terms of this TOS. You hereby grant Freeimagz a worldwide, non-exclusive, limited license to use your trademarks in Freeimagz_qt_s promotional materials, including a public customer list. Freeimagz_qt_s use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Freeimagz and shall at all times inure to your benefit. Freeimagz 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 Freeimagz of your email.

• The number of Content downloads available to you is determined by the product you purchase. For the purposes of this TOS, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (i) the same date as your purchase in the following month or (ii) the last day of the following month. By way of example, if you purchase a monthly subscription on March 5, it will renew on April 5. If you purchase a monthly subscription on August 31, your subscription will renew on September 30.

• 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.

• If any individual term of this TOS 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 TOS, so that this TOS shall otherwise remain in full force and effect.

• You expressly agree that any feedback provided to you by Freeimagz or its representatives regarding any questions you may have about this TOS or your use of Content licensed hereunder, is solely for the purpose of interpreting this TOS and is not legal advice. Freeimagz cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by Freeimagz or its representatives.

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

• In the event that you breach any of the terms of this or any other agreement with Freeimagz, Freeimagz shall have the right to terminate your account without further notice, in addition to Freeimagz_qt_s other rights at law and/or equity. Freeimagz 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.

• Except as expressly set forth in the applicable license and warranties sections herein, Freeimagz grants no rights and makes no further warranties. Freeimagz only has model or property releases where expressly indicated on the Freeimagz website.

• Freeimagz_qt_s liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time you know or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.

• Except as specifically provided in Part IV hereof, in no event, will Freeimagz_qt_s total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Freeimagz websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Freeimagz from you for the applicable Content license.

• Neither Freeimagz 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, Freeimagz_qt_s breach of this agreement, or otherwise, unless expressly provided for herein, even if Freeimagz has been advised of the possibility of such damages, costs or losses.

• Except as expressly set forth in Part III, 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.

• Freeimagz does not warrant that the Content, Freeimagz 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.

• In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Freeimagz, Freeimagz will promptly file a complaint with www.ic3.gov, the internet crime complaint center, a partnership between the Federal Bureau of Investigation (FBI) and the National White Collar Crime Center.

• Freeimagz contracting party and choice of law. Subscriptions and purchases initiated before March 15, 2021 are contracted with Freeimagz, Inc., including all subsequent installment payments and automatic renewals until cancelled. Subscriptions from March 15, 2021 but before May 17, 2022, are contracted with the Freeimagz entity identified in the TOS in effect at the time of your initial purchase, including all subsequent installment payments and automatic renewals until cancelled. For new subscriptions and purchases initiated from May 17, 2022, your country of residence is the same as your billing address, as same is provided by you to Freeimagz in connection with your account.