CGI BACKGROUNDS, INC.
LICENSE AGREEMENT
Last Updated: October 20, 2022
This is a license agreement (“Agreement”) between you (“you”, a “User” or “Subscriber”) and CGIB Backgrounds, Inc. (“CGIB”) that describes how you can use CGIB’s Visual Media Content, including, without limitation, digital still photography, HDRI domes, video clips, audiovisual content, VR content, and CGIB content (collectively “Visual Media Content”) you download from the CGIB website and/or mobile app (collectively, the “Platform”) based on the subscription plan you select. By downloading any Visual Media Content, you accept the terms of this Agreement, the Platform Terms of Use and the subscription plan you select.
Licenses to Use Visual Media Content
CGIB offers users the ability to license Visual Media Content through the Platform via several different subscription options, currently Free, Student/Personal, Pro, or Enterprise, each with its own set of rights and restrictions as described on the subscription page and as subject to the license provisions set forth below. Additional subscription options may be offered.
Each license under an applicable subscription plan grants the user a worldwide, non-exclusive, non-sub-licensable, non-transferable and perpetual royalty-free license to reproduce, distribute, publish, transmit and display, in whole or in part, the Visual Media Content, and create derivative works from the Visual Media Content in any and all media for all legal purposes other than those uses prohibited by the restrictions below:
Free and Student/Personal Licenses: Subject to the limitations set forth in the subscription plan you choose, and the restrictions set forth below, Free and Student/Personal Licenses include access to CGIB’s entire collection of Visual Media Content for your personal, and portfolio uses only. Any commercial use of Visual Media Content licensed under a Free or Student/Personal License subscription plan is prohibited. If you want to use Visual Media Content licensed under a Free or Student/Personal License for commercial purposes, you must re-download the applicable Visual Media Content after upgrading to a subscription plan that includes commercial use.
Freelance, Pro, and Enterprise Licenses: Subject to the limitations set forth in the subscription plan you choose, and the restrictions set forth below, Pro, Studio and Enterprise Licenses are for (a) your personal, and portfolio uses and (b) commercial uses.
License Restrictions
No Standalone File Use: You may not: (i) make the Visual Media Content available (separate from its incorporation in any work) in any medium accessible by persons other than authorized Users; or (ii) make the Visual Media Content available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Visual Media Content as a standalone file.
No Unlawful Use: You may not use the Visual Media Content for any pornographic, political, defamatory or otherwise unlawful purpose, whether directly or in context or juxtaposition with other material or subject matter.
No False Representation of Authorship: You may not falsely represent, expressly or impliedly, that you are the original creator of a work that derives a substantial part of its artistic components from the Visual Media Content.
No Trademark Use: You may not incorporate the Visual Media Content into a logo, corporate ID, trademark or service mark.
No Sensitive Use without a Disclaimer: If Visual Media Content featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement that indicates that: (i) the Visual Media Content is being used for illustrative purposes only; and (ii) any person depicted in the Visual Media Content, if any, is a model.
No Competing Use: You may not use Visual Media Content to compete with CGIB or create a library of content for distribution.
Electronic Template Use or On Demand Product Use: You may not (i) include the Visual Media Content in an electronic template for use by third parties on electronic or printed products, cut files, digital scrapbooking or digitized embroidery files intended for multiple distribution; or (ii) use or display the Visual Media Content on websites (such as Café Press or Zazzle) or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products (e.g., products in which Visual Media Content 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, including through the sale of custom design websites.
NFTs: You may not use any Visual Media Content in connection with an immutable digital asset intended for sale or distribution (such as a non-fungible token).
No Machine Learning, AI, or Biometric Technology Use: You may not use Visual Media Content (including any caption information, keywords or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons.
Others Who May Access and Use the Content. You may permit subcontractors to use Visual Media Content licensed to you for preparation of the final work product that incorporates the Visual Media Content, provided that such subcontractors agree to abide by the provisions of this Agreement. You may license Visual Meda Content on behalf of a third-party client (“Client”) provided you identify the Client upon request and represent and warrant that: (i) You are authorized to act as an agent on behalf of the Client and you have full power and authority to bind the Client to this Agreement; and (ii) if the Client subsequently disputes such power or authority, you shall be liable for any failure of the Client to comply with the terms of this Agreement.
Seat License. Each user is required to have a unique password and user ID to access the Visual
Media Content on the Platform. You must purchase additional seat licenses from CGIB for any additional person to
access the Visual Media Content.
Credit and Intellectual Property. No ownership or copyright in any Visual Media Content shall pass to you by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, CGIB grants you no right or license, express or implied, to the Visual Media Content. You may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Visual Media Content contained in a work incorporating the Visual Media Content. You must notify CGIB if you become aware of any unauthorized use of the Visual Media Content.
License and Subscription Payment. No licenses are granted until payment of CGIB’s license or subscription fee is received in full. Unless credit terms have specifically been agreed to directly between CGIB and you, payment of fees (or CGIB's invoices if applicable) must be received prior to the publication or other use of any Visual Media Content. You agree to pay CGIB a service charge of 1.5% per month on any unpaid balance after the first use of the Visual Media Content. Any disputes concerning any invoice must be submitted in writing, within 10 business days of the invoice date, or you shall be deemed to have accepted the invoice as issued. You are responsible for paying any collection fees charged to CGIB to collect past due amounts.
Subscriptions are billed to you either monthly or annually, depending on the subscription plan you pick, on the date of purchase and subsequently on a renewal date until cancelled. “Renewal Date” means the calendar day of the /month as noted on the subscription order. A subscription will be automatically renewed for consecutive subscription terms unless cancelled at least 48 hours before the Renewal Date in order to avoid being charged for the next subscription period. If you cancel your subscription after the applicable Renewal Date, it will not take effect until the end of the following subscription period. All fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are your sole responsibility.
Term. The term of your subscription will continue according to the subscription plan purchased so
long as your fees are paid on time. If your subscription expires you shall have no further right or authorization to
download and use any additional Visual Media Content from the Platform.
A download limit may be put in place per product/subscription. This limit may change at any time and without notice.
The license contained in this Agreement will terminate automatically without notice from CGIB if you fail to comply
with any provision of this Agreement. Upon written notice of such termination from CGIB (email to suffice), you must
immediately (i) stop using the Visual Media Content, (ii) delete or remove the Visual Media Content from your
premises, computer systems, back-ups, and storage (electronic or physical).
Revocation. CGIB reserves the right to revoke the license to use any Visual Media Content for good cause and may elect to replace such Visual Media Content with alternate Visual Media Content. Upon notice of any revocation of a license for any Visual Media Content, you shall immediately cease using such Visual Media Content, shall take all reasonable steps to discontinue use of the revoked Visual Media Content in products that already exist and shall inform all end-users and clients of same. The replacement Visual Media Content is subject to the terms and conditions of this Agreement.
Warranty and Limitation of Liability.
CGIB warrants that: (i) the Visual Media Content will be free from defects in material and workmanship for thirty (30) days from delivery and your sole and exclusive remedy for such breach is the replacement of the Visual Media Content; (ii) it has all necessary rights and authority to enter into and perform this Agreement.
DIGITAL FILES ARE PROVIDED "AS IS." CGIB MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDED BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF CONTENT, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM, OR SOFTWARE PROGRAM. CGIB MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE VISUAL MEDIA CONTENT WILL BE UNINTERRUPTED OR ERROR FREE.
CGIB SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE
OF THE VISUAL MEDIA CONTENT, OR OTHERWISE, EVEN IF CGIB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS
OR LOSSES. CGIB'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH USE OF OR INABILITY TO USE THE VISUAL MEDIA
CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE AMOUNT OF
THE LICENSE FEE PAID TO CGIB BY YOU FOR YOUR USE OF THE APPLICABLE VISUAL MEDIA CONTENT. CGIB SHALL NOT BE LIABLE
FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE VISUAL MEDIA CONTENT BY
YOU OR THE CONTEXT IN WHICH VISUAL MEDIA CONTENT IS USED BY YOU. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO
YOU.
Indemnity. You agree to defend, indemnify and hold CGIB and its parent, subsidiaries and affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including attorneys' fees and costs), arising out of or as a result of claims by third parties relating to your use of any Visual Media Content or any other breach by you of this Agreement. You warrant that you will use best efforts to protect the Visual Media Content from improper usage. You agree to maintain firewalls and other security measures to prevent the accidental or intentional theft, misappropriation or unauthorized copying of the Visual Media Content.
Miscellaneous Terms.
Assignment: This agreement is personal to you and is not assignable by you without CGIB's prior written consent. CGIB 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.
Electronic Storage: For all Visual Media Content that is delivered to you in electronic form, you must retain the copyright symbol, the name of CGIB, the content identification number and any other information as may be embedded in the electronic file containing the Visual Media Content. You shall maintain a robust firewall to safeguard against unauthorized third-party access to the Visual Media Content.
Choice of Law/Attorney's Fees:
This Agreement will be governed in all respects by the laws of the State of New York, without reference to its laws relating to conflicts of law. You agree that the relevant state and federal courts of New York County, New York are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If CGIB is obligated to go to court to enforce any of its rights, you agree to reimburse CGIB for its legal fees and disbursements if CGIB is successful.
Severability: If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall 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. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
Entire Agreement: This Agreement is intended for customers of CGIB and along with the Terms of Use, Pivacy Policy, and the subscription plan you select, contain all the terms of the license agreement between you and CGIB. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by you, the terms of this Agreement shall govern.