This is a legal agreement (the “Agreement”) between you or your company, firm or other organization, as applicable, ("you") and INNOVATES SALES Sp. z.o.o ("Yoo-loo") registered in Poland, Warsaw, Chodakowska str., 53/57, 22A, reg. nr. 522059213 each a “party” and together the “parties”. Yoo-loo has been appointed by its Contributors to grant this Licence on their behalf.

Please read this Agreement carefully in its entirety before you download or use any Content. By confirming the purchase of the Content, downloading the Content from the Website, or by otherwise obtaining or using the Content you agree to be bound by the terms of this Agreement and the Content usage restrictions contained herein, in an Invoice and/or notified on the Website. If you do not wish to accept the terms of this Agreement, do not download the Content.

DEFINITIONS

“Content”

Means the specific copy of the image, vector, or illustration available on the Website that you have selected, and which is identified on the Invoice.

“Contributor”

Means the parties who have submitted Content to Yoo-loo or have allowed Yoo-loo to access and obtain the Content.

“Intellectual Property”

Means all patents, rights to inventions, copyright and related rights, moral rights, trademarks, service marks, trade names, trade dress, symbols, logos and designs, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Licence”

Means the non-exclusive (unless otherwise stated in the Invoice) right Yoo-loo grants to you to Reproduce the Content which may include Rights Managed licences.

“Licence Fee”

Means any sums payable to Yoo-loo by you in respect of the Licence.

“Release”

Means a model or property release or any other release or clearance of a third-party right or other permission which it is necessary or desirable to obtain in respect of your use of the Content.

“Reproduction”

Means any form of copying, publication, reproduction, display, distribution, broadcast, streaming, printing or other exploitation of the Content (in each case whether or not to an audience).

“Rights Managed”

Means Content licensed for specific rights and for a specific purpose notified to you in the Invoice and expressly designated as “Rights Managed” or “RM” on the Website or Invoice.

“Terms”

Means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice. In the event of any conflict between the terms contained in the Invoice and those in this Agreement, the terms in the Invoice will prevail.

“Website”

Means the website owned and operated by Yoo-loo at URL https://yoo-loo.com/ (as amended by Yoo-loo from time to time).

CONTRACTING PARTIES

The parties to this Agreement are Yoo-loo and you. Yoo-loo has been appointed by written agreement with its Contributors to grant this Licence. The Licence granted herein is conditional on compliance by you and your personnel and contractors with this Agreement and on Yoo-loo receipt of the Licence Fee in full.

GRANT OF RIGHTS AND RESTRICTIONS

Subject to the restrictions set out in the Terms, Yoo-loo grants to you the non-exclusive (unless otherwise stated in the Invoice) right to Reproduce the Content in accordance with this Agreement and solely in the manner and for the purposes set out in the Invoice.

In relation to all Licences:

You may alter, crop or manipulate the Content as follows:

• when used in a news or editorial context, you may only crop or otherwise edit the Content for technical quality purposes, provided that the editorial integrity of the Content is not compromised, and the truth of the Content is maintained. The Content when used in a news or editorial context may not, under any circumstances, be otherwise altered;
• Content depicting in copyright artwork may be cropped or otherwise edited for technical quality purposes only, provided that the original context and setting of the Content is not altered; and
• you must not incorporate any Content (or any part of it) into a logo, trademark or service mark;
• Content must not be used as references for creating drawings or other visual works unless specifically authorised in the Invoice;
• the Content Information and any caption or keyword associated with the Content is provided “as is” and Yoo-loo does not warrant the accuracy of such information. In particular you acknowledge that the Content Information may have been translated from its original language using an automated machine translation process that Yoo-loo has had no input into or control over and that accordingly Yoo-loo disclaims any liability for inaccurate, misleading, defamatory, insulting, offensive, infringing or unlawful Content created as a result of or arising out of such translation process;
• you acknowledge that the Content licensed to you may be original Content that has had certain pre-formatting changes carried out by Yoo-loo, as may be specified on the applicable Invoice. You are solely responsible for ensuring that the Content so altered is suitable and appropriate for your intended use. You agree that any altered Content that gives an untrue representation of reality should not be used for news or current events reporting. You accept that pre-formatting changes carried out to original Content by the Contributor may not be specified on the Invoice;
• you may not use the Content in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including, but not limited to use: (i) in connection with pornography, adult videos, adult entertainment venues, escort services, or the like; or (ii) which may or may be deemed to infringe any third-party Intellectual Property or privacy rights, whether directly or in context or by juxtaposition with other materials;
• if any Content featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service or if the depiction of the model in the Content would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement indicating that the person is a model and the Content is being used for illustrative purposes only;
• you may store the Content in a digital library, network configuration or other electronic storage system to allow it to be viewed within your organisation and by your clients. When your Licence period (as set out in the Invoice) ends or if your Licence is otherwise terminated, you must promptly delete the Content from your computer, digital library, network configuration or other electronic storage system. Any subsequent reuses of the Content must be agreed with Yoo-loo in advance of such use to ensure the Content is available to use under the rights you require;
• the Licence granted to you pursuant to this Agreement is personal to you and the Content may not: be sublicensed, resold, assigned, transferred, or otherwise made available for use to any third party; or (ii) be distributed separately or detached from a product or web page. For example, the Content may be used as an integral part of a web page design but may not be made available for downloading separately or in a format designed or intended for permanent storage or reuse by website users. Similarly, your end-users may be provided with copies of the Content as an integral part of work product but may not be provided with the Content or permitted to use the Content separately;
• you may only sublicense or assign the Content as incorporated into a work, project, product or production (each a “Product”) in accordance with the Terms and only to the extent strictly necessary for the Content to appear in such Product. If you sublicense or assign the Content to any third party: (i) you will rescind your rights to use the Content in any other third party's work; (ii) liability for the performance of your obligations under this Agreement will not be affected; and (iii) you will at all times remain responsible for the acts and omissions of such third party under or in connection with this Agreement as though such actions or omissions were performed by you and it is your responsibility to ensure that that third party understands and abides by all the Terms;
• the Content may not be distributed in a way that would allow any third party to download, extract or access the Content as a standalone file;
• you may not use the Content in templates (i.e. in pre-formatted designs available to end-users to add their own content) without Yoo-loo prior written consent;
• the Content may be shared by creating an image library, network configuration or other similar arrangement provided that only individuals employed or contracted by the entity which is a party to this Agreement have access to the Content through such sharing process;
• you acknowledge that the Content may be provided to Yoo-loo subject to arrangements (involving intellectual property and/or any other rights or otherwise), restrictions, prohibitions, directions, or instructions imposed by Contributors on the use of such Content. You must: (i) comply with any and all such arrangements, restrictions, prohibitions, directions or instructions imposed by Yoo-loo and/or its Contributors notified to you by Yoo-loo before or at the time of delivery of the Content, either in the information accompanying the Content, on the Invoice or otherwise; and (ii) where applicable, ensure that certain arrangements (including payment of any applicable third party licence or other fee) are made directly with any such Contributor; and

In relation to all Licences, your Reproduction of the Content is strictly limited to the use, medium, period of time, territory and any other restrictions specified in the Terms. You may utilise the Content in any production process that may be necessary for the intended use specified in the Invoice.

CREDIT AND COPYRIGHT ISSUES

No ownership of, or copyright in the Content will pass to you by the grant of any Licence. You acknowledge that, with the exception of certain Content that may be in the public domain (for which you are obtaining access rights), all right, title and interest in and to the Content and in any Content Information, including, without limitation, any applicable Intellectual Property rights therein remain with the Contributors, nothing contained herein will be construed to convey any rights or proprietary interest in the Content to you.

Unless otherwise agreed in writing, if any Content is Reproduced by you for editorial or news purposes, you must include the credit line "(Photographer’s or Agency’s name)/ Yoo-loo", or any other credit line specified by Yoo-loo.

The Content as stored, shared or otherwise made available by you, must at all times retain any Yoo-loo source credit, the name of any artist (if applicable), the Content identification reference number, any third party credit or notice and any other information or metadata associated with the Content (“Content Information”) that is embedded in or provided with the electronic file that comprises any Content. Failure to maintain the integrity of the Content Information will constitute a material breach of this Agreement.

In connection with the use of " Yoo-loo" or any other of Yoo-loo, its partners' or Contributors’ trade names, trademarks, logos or service marks, including the names of all Content collections ("Marks"), you acknowledge and agree that: (i) such Marks are and will remain the sole property of Yoo-loo, its partners or Contributors (as applicable); (ii) nothing will confer upon you any right of use in or to the Marks; and (iii) you will not now or in the future contest the validity of the Marks.

You will immediately notify Yoo-loo if you become aware or suspect that any third party: (i) has gained access to the Content through you; (ii) is wrongfully using the Content, in whole or in part; or (iii) is violating any of Yoo-loo or any third party’s Intellectual Property rights.

WARRANTY AND LIMITATION OF LIABILITY

Yoo-loo guarantees that should any Content contain defects in material or workmanship which are notified in writing to Yoo-loo within fourteen (14) days of the date of delivery of the Content, then Yoo-loo will either replace that Content with another digital copy of the Content free from defect or refund the Licence Fee paid by you to the extent attributable to the defective Content, at Yoo-loo option.

Yoo-loo makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither Yoo-loo nor the Contributors will be liable for any loss of profit or loss of revenue, loss of or damage to goodwill, loss of contracts, loss of customers or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Yoo-loo, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if Yoo-loo has been advised of the possibility of such loss.

Neither Yoo-loo nor its Contributors will have any liability for any claims, damages, losses, expenses or costs arising as a result of or in connection with any alteration, cropping, manipulation, editing or any other modifications made to the Content by you or on your behalf or as a result of the context in which the Content is used.

Notwithstanding any other provisions of this Agreement, each party acknowledges that: (i) the Website may contain archival or other collections that include Content that are not protected by copyright, are in the public domain or for which copyright ownership is unknown; and (ii) in respect of such Content:

• neither Yoo-loo nor its Contributors purport to have any Intellectual Property rights in such Content and are solely providing you with access to their copy based on your compliance with this Agreement; and
• other copies of such Content may be available elsewhere for free

PAYMENT

Any Reproduction of the Content by you or on your behalf must be reported to Yoo-loo as soon as practicable, and in any event within four (4) months of your download or receipt of the Content (whichever is earlier). Any failure in such reporting and/or delay in receipt of the Licence Fee by Yoo-loo constitutes a material breach of this Agreement. Such material breach entitles Yoo-loo to immediately terminate this Agreement and any Licence hereunder and may, in some instances, constitute an infringement of copyright and/or other Intellectual Property rights.

INDEMNITY

You will indemnify, keep indemnified and hold harmless Yoo-loo and the Contributors and their respective parents, subsidiaries, successors, assigns, and all employees and agents thereof against any and all claims, damages, losses, expenses or costs, including but not limited to any reasonable legal costs, arising in any manner whatsoever from: (i) your unauthorised use of any Content; (ii) any third party claim in relation to your failure to secure any necessary Releases; and (iii) any other breach by you of any of your obligations under this Agreement. The terms of this Clause 9 will survive the expiration or earlier termination of this Agreement.

LICENCE FEE

You will pay the Licence Fee to Yoo-loo, the Licence Fee depends on the cost of particular image, vector or illustration you choose. Use of any Content in a manner not specifically authorised under the Terms constitutes a material breach of the Agreement and may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.

LICENCE CANCELLATION AND TERMINATION

Once you purchase an item of Content, you agree that you have no right to a refund, unless expressly stated otherwise in the Agreement.

Yoo-loo may terminate or withdraw your Licence in relation to the Content based on a potential or actual legal claim. Upon such termination or withdrawal, you and your client (if applicable) must immediately discontinue all future use of the Content, delete the Content and all copies from all magnetic/electronic media and destroy all other copies in its or your possession or control. Yoo-loo may replace the Content with alternate Content upon its discretion.

This Agreement and any Licence hereunder will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable); or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.

Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement will remain in full force and effect.

CONFIDENTIALITY

Each party agrees and undertakes that, both during and after the term of this Agreement, it will keep confidential, will not use for its own purposes and will not without the prior written consent of the other party disclose to any third party (other than to any company in either party’s group of companies) any information concerning the business and affairs of the other (including the terms (but not the fact) of this Agreement) which may become known to such party in connection with this Agreement unless such information is public knowledge, other than as a result of a breach of this paragraph, has been independently acquired from a third party without restriction on disclosure, or is required by law or any regulatory body or for the purposes of litigation by or against either party to be disclosed.

DATA PRIVACY

We will collect and process personal information either submitted by you or collected by us to enable us to perform our contractual obligations to you and to provide services related to this Agreement. We will at all times adhere to applicable data protection laws and will process your personal information in accordance with our Privacy Policy

DOWNTIME

Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. You are advised to maintain a copy of your details of Content purchased.

AUDIT

You will keep separate and detailed records of all Reproduction of the Content to enable Yoo-loo to verify your compliance with the Terms. On not less than 10 days prior written notice, Yoo-loo, or any other person authorised by Yoo-loo, may inspect any records, accounts and/or servers during normal business hours relating to the Reproduction of the Content to ensure that the Content is being used in accordance with this Agreement. This right of inspection will remain in effect for a period of one (1) year after the expiry or termination of any Licence granted to you.