Licences
PRE&ENT CONTENT LICENCE AGREEMENT
This is a licence agreement between you and Pre&ent that explains how you can use photos, that you license from Pre&ent. By downloading content from Pre&ent, you accept the terms of this agreement.
What types of licences does Pre&ent offer?
Present provides one type of license model: royalty-free (RF). Royalty-free doesn't imply that the license is free of charge; instead, it means that you pay a one-time fee, and there's no need for additional payments if you reuse the content. Royalty-free content is licensed for global, unlimited, and perpetual use, with pricing determined by the file size.
Type of licences
Comp licence
You're permitted to use content from the Pre&ent site for testing or sample purposes (composite or comp use) at no cost, for up to 30 days after downloading. However, without purchasing a license, the content cannot be used in any final or publicly available materials. This arrangement only grants rights for test or sample use, and no additional rights or warranties are provided for such use.
How can I use licensed content?
You are allowed to use the licensed content in any manner that aligns with the rights specified below, as long as it adheres to the provided restrictions (refer to Restricted Uses below). Your rights, as granted by Pre&ent, are subject to these limitations and the other terms outlined in this agreement.
Royalty-Free
Your rights to use the content are perpetual, signifying that there is no expiration or end date. The usage is worldwide, allowing the content to be utilized in any geographic location. It is unlimited, allowing for an unrestricted number of uses. The content can be applied across various media, including print, digital, or any other format. The agreement is non-exclusive, meaning you don't have exclusive rights, and Pre&ent retains the ability to license the same content to other customers. If you desire exclusive rights to royalty-free content, kindly reach out to Pre&ent to explore a buy-out arrangement.
Rights-Managed/Rights-Ready
The agreement remains non-exclusive, unless explicitly stated otherwise on the website, invoice, sales order, or in a separate agreement. Pre&ent retains the right to license the same content to other customers.
In the context of this agreement, "use" encompasses actions such as copying, reproducing, modifying, editing, synchronizing, performing, displaying, broadcasting, publishing, or any other utilization of the licensed material. It's crucial to review the Restricted Uses section below for any exceptions to these general usage permissions.
Restricted Uses
No Unlawful Use
Don't use the content in a way that's illegal, harmful, or against the rules. This includes avoiding anything pornographic, defamatory, violent, or promoting hatred.
No Standalone File Use
Don't use the content as a standalone file that others can download separately. It should always be part of a project or specific use.
No Sensitive Use Without Disclaimer
If you use the images in a disrespectful way, we might have to take away your access. We're all about promoting respect and fairness.
No False Representation of Authorship
Don't claim you created something entirely when it's mostly made up of licensed content. For example, if you create artwork using licensed content, don't say you're the sole author.
Restricted Uses - unless additional licence purchased
Some uses need extra permission and possibly an additional payment. For example, you must get approval from featured individuals or event organizers before using "editorial" content for commercial purposes.
No ‘On Demand’ Products
Unless you have specific permission stated in a Pre&ent invoice, sales order confirmation, or license agreement, you can't use the content for "on-demand" products. These are products where a third party selects a licensed image for customization on a made-to-order basis. This includes things like postcards, mugs, t-shirts, calendars, posters, screensavers, wallpapers on mobile phones, and similar items. This also covers selling products through custom-designed websites.
No Electronic Templates
If you don't have explicit permission stated in a Pre&ent invoice, sales order confirmation, or license agreement, you cannot use the content in electronic or digital templates meant for resale or distribution. This includes templates for websites, business cards, electronic greeting cards, and brochure designs.
No Use in Trademark or Logo
Unless you have specific authorization outlined in a Pre&ent invoice, sales order confirmation, or license agreement, you cannot use the content (either entirely or partially) as the distinctive or identifying feature of a trademark, design mark, business name, service mark, or logo. Furthermore, you are not allowed to register such content (either entirely or partially) as a trademark in any jurisdiction or use any registrations, prior use, or accumulated goodwill to prevent others, including us, our customers, or the copyright owner of the content, from using similar content.
No Machine Learning, AI, or Biometric Technology Use
If you don't have explicit authorization stated in a Pre&ent invoice, sales order confirmation, or license agreement, you are not allowed to use the content, including any accompanying caption information, keywords, or metadata, for machine learning, artificial intelligence purposes, or artificial intelligence design step, or any technologies designed for identifying individuals. Additionally, Pre&ent does not guarantee that consent has been obtained for such uses concerning model-released content.
No Metadata Exploitation
Unless expressly authorised by Pre&ent, you may not use the caption information, keywords, accompanying text, or other metadata associated with content separate and apart from the content, or allow any third parties to access or use any such information associated with content.
No NFT Use of Editorial Content or Rights-Ready Video Content
Unless explicitly authorised in a Pre&ent invoice, sales order confirmation or licence agreement, you may not use any items of content marked “editorial” or “intended for editorial” or any rights-ready video content in connection with an immutable digital asset intended for sale or other distribution (such as a non-fungible token).
Who, besides me, can use the licensed 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:
Collapsible content
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 reuse that image for multiple projects.
Sharing and Storage Restrictions for RF Content: Please note that sharing and storage restrictions apply for royalty-free content. Up to 10 individuals (total, not at any given time) may use an item of content, and all individuals must be from the same legal entity; however. you may make RF content available for viewing by any of your employees, clients and subcontractors. There are no restrictions on where each individual may store the content. The raw file of content may not be provided to anyone outside of your legal entity other than subcontractors. If you require content to be available to more than 10 users, please contact Pre&ent to purchase rights for additional users. If you are downloading content under a committed solution (i.e., premium access), unless renewed prior to the end of your term, all sharing rights terminate at the end of the term and all content must be removed from your shared server, digital asset management system or other storage system and stored only on individual devices.
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 Accounts: 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 Pre&ent immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under each user account. Pre&ent reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Pre&ent 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.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.
Intellectual Property Rights
Content Ownership
- All the content you license belongs to either Pre&ent or its content suppliers.
- Pre&ent and content suppliers reserve all rights not specifically granted in this agreement.
- You cannot claim any right to revenue from third parties (like collecting societies, social media platforms) for activities such as photocopying, digital copying, sharing, distribution, or other secondary uses of the licensed content.
Attribution
- For commercial use, you don't need to provide a photo credit.
- If used for editorial purposes, include a credit next to the content or in production credits.
- The credit format should be: "[Photographer Name]/[Collection Name] via Pre&ent."
- For video use, if credits are given to other material providers, include a credit of comparable size and placement: “[Imagery] supplied by [Artist Name]/[Collection Name] via Pre&ent."
Use of Names and Logos
- You can use the names of Pre&ent and its content suppliers for attribution.
- However, using their names, logos, or trademarks in other ways requires prior written approval.
Fees and Renewal
When your subscription set to AUTOMATICALLY RENEW reaches its expiration, you grant Pre&ent the authorization to charge or agree to pay the current subscription fees, along with taxes, using the payment information you've provided. You have the flexibility to modify your auto-renewal preferences within your Pre&ent account. Cancelling your subscription follows the procedures outlined. Pre&ent reserves the right to deactivate your subscription without prior notice if they encounter difficulties processing a transaction with the payment information you provided.
Termination, Cancellation, Withdrawal
Termination
- Pre&ent may terminate this agreement at any time if you breach any of the terms of this or any other agreement with Pre&ent, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Pre&ent 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 Pre&ent’ 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 Pre&ent’ website. Provided that the request is made within 30 days and the licensed content has not been used, Pre&ent 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 30 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
Pre&ent may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Pre&ent, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which Pre&ent may be liable, Pre&ent 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. Pre&ent will provide you with replacement content (determined by Pre&ent in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
Pre&ent makes the following representations and warranties:
Representations and Warranties
Warranty of Non-Infringement
For all licensed content (excluding content marked “access only” or “handout”), Pre&ent warrants that your use of such content in accordance with this agreement and in the form delivered by Pre&ent (that is, excluding any modifications, overlays or refocusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.
Additional Warranties for Certain Content
For licensed rights-managed and rights-ready content, when Pre&ent explicitly informs you that a model and/or property release has been secured, Pre&ent guarantees that your usage of such content in compliance with this agreement and in the original form provided by Pre&ent (excluding any modifications, overlays, or refocusing by you) will not, in cases where a property release has been acquired, infringe upon any trademark or other intellectual property right. Similarly, where a model release has been obtained, it assures that your use will not violate any right of privacy or right of publicity.
Warranty Disclaimer
- Unless expressly warranted otherwise, Pre&ent does not provide any rights or warranties regarding the use of names, individuals, trademarks, trade dress, logos, registered or unregistered copyrighted audio, designs, works of art, or architecture depicted in the content. In such instances, it is your sole responsibility to determine whether releases are necessary for your intended use of the content, and you must procure any required releases.
- You acknowledge that releases are typically not obtained for content labeled as "editorial" or "intended for editorial." Additionally, in some jurisdictions, legal protections exist against the use of a person's image, likeness, or property for commercial purposes without their release. It's important to note that organizers of sports, news, and entertainment events may impose contractual restrictions on the commercial use of content captured at their events.
- Furthermore, you are solely responsible for making any payments required and complying with the terms of any applicable collective bargaining agreements arising from your use of the licensed content.
Caption/Metadata Disclaimer
While Pre&ent has made reasonable efforts to correctly categorise, keyword, caption and title the content, Pre&ent 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. Pre&ent 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 Pre&ent by you
You agree to defend, indemnify, and hold harmless Pre&ent 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 legal costs including attorney 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 Pre&ent; and (iii) your failure to obtain any required release for your use of content.
Indemnification of you by Pre&ent
Provided that you are not in breach of this or any other agreement with Pre&ent, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 9 above, and for Music only, the "Additional Warranties" as expressly set forth in Section 5 of the Pre&ent Music Licence Agreement, Pre&ent agrees, subject to the terms of this Section 10, 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 legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by Pre&ent of its warranties in Section 9 above and for Music only, the "Additional Warranties" as expressly set forth in Section 5 of the Pre&ent Music Licence Agreement. 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 Pre&ent, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.
The party seeking indemnification
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 defence 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 costs including attorney fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
Limitation of Liability
Pre&ent and its licensors 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 Pre&ent or its licensors have 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 Pre&ent’ prior written consent. Pre&ent 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 Pre&ent sample copies of projects or end uses that contain licensed content, including by providing Pre&ent 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, Pre&ent 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 Pre&ent of five percent (5%) or more of the amount you should have paid, then in addition to paying Pre&ent the amount of the underpayment and any other remedies to which Pre&ent is entitled, you also agree to reimburse Pre&ent for the costs of conducting the audit.
Electronic storage
You agree to retain the copyright symbol, the name of Pre&ent, 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 unauthorised use by third parties. You may make one (1) copy of the content for back-up purposes.
Governing Law/Arbitration
This agreement follows the laws of Quebec and Canada, without considering conflict of law principles. Any disputes related to this agreement will be resolved through confidential arbitration.
Arbitration Process
- If you are in North America: JAMS' Expedited Procedures.
- If you are outside North America: International Centre for Dispute Resolution (ICDR) or JAMS (your choice), following the respective rules.
- The arbitration will take place in one of several locations, whichever is closest to you.
Language and Documentation
The arbitration proceedings will be in English, and all documents will be presented in English.
Arbitrator's Decision
The arbitrator's decision is final and binding, enforceable in any competent court.
Exclusion of International Sale of Goods Convention
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Legal Costs
- The prevailing party can recover reasonable legal costs, including attorney fees.
- Pre&ent can take legal action in a court to protect its intellectual property rights if deemed necessary.
Time Limit for Claims
- Any arbitration must begin within two years of the events leading to the claim, regardless of statutes of limitation.
- This ensures a fair and efficient resolution process for any disagreements, promoting clarity and adherence to specified rules.
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 Pre&ent 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 Pre&ent under this agreement should be sent via email to bonjour@presentpresent.ca. 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 licence 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, Pre&ent may add a service charge of 3% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.