Content License Agreement
Effective as of 1st February 2008
THIS IS AN AGREEMENT BETWEEN THE LICENSEE AND PHLOOK REGARDING THE LICENSE AND RIGHTS
TO ALL CONTENT OBTAINED FROM PHLOOK.
1. Definitions
1.1 “You” means you, or if you are authorized to accept on behalf of another party,
then “You” means that other party.
1.2 “I”, “me” means Phlook, which owns or is duly authorized to license to you the
Licensed Content in accordance with the terms of this Agreement.
1.3 “Licensed Content” means any content, pictures, photographs, illustrations,
or any other material, which is licensed by Phlook under this Agreement. Within
this Agreement, any mention of “Licensed Content” shall refer to each individual
item of “Licensed Content” or to “Licensed Content” as a whole.
1.4 “Commercial Use” means the use of any pictures, photographs, illustrations,
or material protected by intellectual property right, which is licensed by Phlook
under this Agreement and is for commercial purposes including, but not limited to,
promotion, advertising and merchandising.
1.5 “Personal & Editorial Use Only” means the use of any pictures, photographs,
illustrations, or material protected by intellectual property right, which is licensed
by Phlook under this Agreement and is limited to personal and editorial purposes
only.
1.6 “Member” means a user who has registered an account with Phlook and has provided
the Licensed Content and owns or is duly authorized to allow Phlook to license the
Licensed Content to you in accordance with the terms of this Agreement.
1.7 “Website” means the domain and all sub-domains of www.phlook.com, which is operated
by Phlook.
2. Grant of Rights
2.1 Grant of Non-Exclusive License. If you have confirmed or agreed on the Website
to a non-exclusive license, then Clauses 2.1 and 2.2 apply to you. Upon the receipt
of payment by Phlook, You will be granted a perpetual, non-exclusive, non-transferable,
royalty-free, worldwide license to use the Licensed Content an unlimited number
of times in any media for all purposes other than those stated in Clause 3 or Clause
4 of this Agreement (whichever may be applicable) as prohibited. In the event of
Your failure to pay or, unsuccessful credit card charges or charge back, You will
immediately surrender any rights hereby or previously granted to You for the Licensed
Content – any usage of Licensed Content when you know your payment will be unsuccessful
or from such time when you have actual knowledge of or reasonably ought to have
known that your payment is unsuccessful, shall be deemed and constitute an infringement
of the rights of all owners or holders of intellectual property rights in the Licensed
Content and may constitute a criminal offence for which you may be prosecuted.
2.2 The license granted to You in Clause 2.1 does not include copyrights or any
other intellectual property rights over the Licensed Content that are not expressly
granted to you under this Agreement.
2.3 Grant of Exclusive License. If you have confirmed or agreed on the Website to
an exclusive license, then Clauses 2.3 and 2.4 apply to You. Upon the receipt of
payment by Phlook, You will be granted a limited, exclusive, perpetual, non-transferable,
royalty-free, worldwide license to use the Licensed Content an unlimited number
of times in any media for all purposes other than those stated in Clause 3 or Clause
4 of this Agreement (whichever may be applicable), on a single project. For the
avoidance of doubt, as Your license is exclusive, Phlook will not be licensing the
Licensed Content to any other party. In the event of your failure to pay or, unsuccessful
credit card charges or charge back, You will immediately surrender any rights hereby
or previously granted to You for the Licensed Content – any usage of Licensed Content
when you know your payment will be unsuccessful or from such time when you have
actual knowledge of or reasonably ought to have known that your payment is unsuccessful,
shall be deemed and constitute an infringement of the rights of all owners or holders
of intellectual property rights in the Licensed Content and may constitute a criminal
offence for which you may be prosecuted.
2.4 The license granted to You in Clause 2.3 does not include copyrights or any
other intellectual property rights over the Licensed Content that are not expressly
granted to you under this Agreement.
3. Restrictions That Are Only Applicable if You have Agreed to a License for Commercial
Use
If you have confirmed or agreed on the Website to a license for Commercial Use only,
then this Clauses 3 applies to You. The rights granted to You in this Agreement
DO NOT entitle You to:
I. re-sell, sub-license, assign, transfer, share or distribute the Licensed Content
or any rights that are granted to You under this Agreement;
II. allow the Licensed Content, which is not incorporated into the end product,
to be downloadable, extractable or obtainable in any medium that is accessible to
people other than You and Your authorized individuals. You can only assign up to
a maximum ten (10) authorized individuals to access the Licensed Content for Your
project;
III. upload the Licensed Content onto any online gallery, file sharing network and
websites of similar nature, or any other medium that allows free access to the Licensed
Content;
IV. display the Licensed Content on Your website at dimensions bigger than 800 pixels
by 800 pixels. (This paragraph 3(IV) does not apply to exclusive rights licensees);
V. use or display the Licensed Content as a definitive or main part of Your end
product that is meant to be sold, licensed or distributed in any way. These products
include, but not limited to, print-on-demand services, t-shirts, postcards, greeting
cards, electronic cards, mugs, mouse pads, design templates, wallpapers and screensavers
(This paragraph 3(V) does not apply to exclusive rights licensees);
VI. use the Licensed Content for (whether directly or indirectly), or in any manner
that will reasonably cause a person to associate the Licensed Content with, pornographic,
defamatory, or otherwise unlawful or immoral purposes (This does not refer to what
the Licensed Content itself depicts, but refers to the wrongful or misleading usage,
association or depiction of the Licensed Content);
VII. use any Licensed Content that features person(s), model(s) or property(ies)
in a way that can depict the subject in a manner that will appear to be reasonably
unflattering, offensive or controversial. This includes, but is not limited to,
hygiene or sickness or physical health issues, pornographic or implied sexual activity,
immoral or unlawful activity, physical or mental abuse, violence and gore, sensitive
political or religious or racial matter;
VIII. remove any notice of copyright, trade-mark or other proprietary right from
in the Licensed Content;
IX. use or incorporate any part of the Licensed Content as a trademark, service
mark (e.g. collective mark, certification mark), logo, or part thereof;
X. use the Licensed Content in any manner that portrays person(s), model(s) or property(-ies)
in a way that can mislead a reasonable person to perceive the person(s), model(s)
or property(ies) endorses any product or service.
4. Prohibitions That Are Only Applicable if You have Agreed to a License for Personal
And Editorial Use
If you have confirmed or agreed on the Website to a license for Personal and Editorial
Use only, then this Clauses 4 applies to You. The rights granted to You in this
Agreement DO NOT entitle You to:
I. re-sell, sub-license, assign, transfer, share or distribute the Licensed Pics
or any rights that are granted to You under this Agreement;
II. use the Licensed Content for any commercial uses including, but not limited
to, promotion, advertising or merchandising unless You have obtained all necessary
proprietary rights and releases from the Member;
III. use Licensed Content for any purpose other than Personal Uses or Editorial
Uses only. If You are using Licensed Content for Editorial Uses, You may not modify
the Licensed Content to the extent that the editorial integrity is compromised;
IV. allow the Licensed Contentwhich is not incorporated into the end product to
be downloadable, extractable or obtainable in any medium that is accessible to people
other than You and individuals You have authorized. You can only assign up to a
maximum of ten (10) authorized individuals to access the Licensed Content for Your
project. However the Licensed Content may be published on Your personal or editorial
website, but the dimension of the Licensed Content published cannot be more than
800 pixels by 800 pixels (This paragraph 4(IV) does not apply to exclusive rights
licensees);
V. submit the Licensed Content onto any online galleries, file sharing networks
and websites of similar nature, or any other medium that allows free access to the
Licensed Content;
VI. use the Licensed Content for (whether directly or indirectly), or in any manner
that will reasonably cause a person to associate the Licensed Content with pornographic,
defamatory, or otherwise unlawful or immoral purposes (This does not refer to what
the Licensed Content itself depicts, but refers to the wrongful or misleading usage,
association or depiction of the Licensed Content);
VII. use or incorporate any part of the Licensed Content as a trademark, logo, service
mark (e.g. collective mark, certification mark), or part thereof;
VIII. use the Licensed Content in any manner that portrays person(s), model(s) or
property(-ies) in a way that can mislead a reasonable person to perceive the person(s),
model(s) or property(ies) endorses any product or service; or
IX. use the Licensed Content for editorial purposes without including the following
credit adjacent to the Licensed Content: “[Member’s name]/Phlook.com” when it is
technically feasible.
5. Limited Warranty and Disclaimer
5.1. PHLOOK DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, ACCURACY,
RELIABILITY, CURRENCY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU
MUST JUDGE THE MERIT AND QUALITY OF THE LICENSED CONTENT BEFORE PURCHASING. SOME
JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR LIABILITY FOR
CERTAIN TYPES OF DAMAGES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
5.2. If the Licensed Content is found to be defective or not downloadable, You may
contact Phlook at info@phlook.com to correct the defect and make it available to
You again. However if Phlook is unable to resolve the defect or make the Licensed
Content downloadable to You after thirty (30) days from the date of Your first request,
Phlook will decide, under Phlook’s sole and absolute discretion, to refund You the
money You have paid to Phlook. However Phlook shall not be liable for any claims
or refunds from Licensed Content that has been modified by You or where the Licensed
Content has been used on any of the prohibited uses stated in Clause 3 or Clause
4 (whichever may be applicable).
6. Limitation of Liability
6.1. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, PHLOOK OR ANY OF ITS DIRECTORS,
OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS SHALL NOT BE LIABLE TO YOU
OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR LOSSES OR ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, COMPENSATORY, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, LOSS OF PROFIT, OR PECUNIARY LOSS) RELATING TO OR AS A RESULT
OF YOUR USE OF THE LICENSED CONTENT, OR ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER
OR NOT PHLOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT,
THE MAXIMUM AGGREGATE LIABILITY OF PHLOOK SHALL BE LIMITED TO THE AMOUNT OF ANY
FEE YOU HAVE PAID TO PHLOOK UNDER THIS AGREEMENT FOR THE USE OF THE LICENSED CONTENT.
7. Indemnification
7.1. You agree to indemnify and hold Phlook and its affiliates, and their respective
directors, officers, employees, shareholders and agents harmless from all claims
(including, but not limited to, claims from third parties), liability, losses, damages,
costs and expenses (including reasonable legal fees incurred by Phlook to defend
any third party claims or to enforce any of its rights under this Agreement) due
to or in connection with Your breach of any part of this Agreement, or the use of
or inability to use the Licensed Content by You or any of Your employees, contractors,
employers, agents, clients, or anyone authorized to act on Your behalf.
8. Governing Law and Jurisdiction
8.1. This Agreement shall be governed in all respect by the laws of the Republic
of Singapore without regard to its conflict of laws principles. All disputes arising
out of, under or in connection with this Agreement shall be heard and settled exclusively
before the courts of the Republic of Singapore. The failure or delay of Phlook to
act on or enforce any right or provision of this Agreement shall not constitute
a waiver of such right or provision.
8.2. If a court should find that one or more rights or provisions in this Agreement
are invalid, the remainder of the Agreement will be enforceable.
9. Modification of Agreement
9.1. Phlook reserves the right to modify or revise this Agreement from time to time.
The changed or modified Agreement will automatically be applied to any products
that do not already exist. When this Agreement is changed or modified, Phlook will
contact You according to the contact information You have provided or by posting
a notice on the Website. Phlook will not be able to warrant that You will receive
or read all notifications. It is Your responsibility to inform Phlook whenever Your
contact information has been changed.
10. Cancellation or Termination
10.1. You can terminate this Agreement by destroying the Licensed Content, any derived
works, any copies of the Licensed Content and all accompanying material. You shall
not use the Licensed Content for any further purpose, and all licenses applicable
will be terminated immediately.
10.2. Phlook can, without any liability or obligation to You, terminate this Agreement
any time in the event You breach any provisions stated in this Agreement. Upon termination,
all applicable licenses will immediately terminate and You shall destroy the Licensed
Content, any derived works, any copies of the Licensed Content and all accompanying
material.
11. No Assignment
11.1. This is an Agreement between You and Phlook, and You may not assign or transfer
this Agreement or granted rights without Phlook’s prior written consent. However
this Agreement may be assigned or transferred by Phlook to any other party without
restriction.
12. Contact
If You have uncertainties or concerns with regard to this Agreement, please contact
Phlook at info@phlook.com.
13. Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT. BY PAYING, OBTAINING
OR USING ANY LICENSED CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS
OF THIS AGREEMENT. IF YOU DO NOT ACCEPT ANY PART OF THIS AGREEMENT, PLEASE DO NOT
OBTAIN OR USE ANY OF THE LICENSED CONTENT FROM PHLOOK.