CONTENT LICENSE AGREEMENT

AS OF: February 1, 2023

The license granted from the digital images purchased through Codex Photos, LLC is a license agreement between you, “Purchaser” and Codex Photos, LLC “Codex” (also known as Images by Codex). This license explains how Purchaser may use photos purchased from Codex, which Purchaser licenses from Codex. By downloading content from Codex, you accept the terms of this agreement.

  • What licenses are offered by Codex?

Codex offers only one type of license. The standard Codex license covers any and all downloads purchased legally from our online offerings. Unless otherwise noted elsewhere on the website, every file downloaded from Codex comes with a standard license. 

Purchaser is allowed to use watermarked content from the Codex site on a complimentary basis for test or sample layout (composite) use only. Watermarked content cannot be used in any final materials or any publicly available materials and may only be used for the 15 days following download.

  • How can I use licensed content?

Purchaser may use content in any way that is not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to Purchaser by Codex are as follows:

    • Perpetual, meaning there is no expiration or end date on your rights to use the content downloaded during your agreement.

    • Non-exclusive, meaning that you do not have exclusive rights to use the content. Codex can license the same content to other customers.

    • Worldwide, meaning content can be used in any geographic territory.

    • Unlimited, meaning you can use the content in an unlimited number of projects and in any media.

For purposes of this agreement, "use" means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of.

Examples of allowed uses of licensed content by Purchaser may include: Advertisements, Blog Posts, Corporation Presentations, Magazines, Marketing, Social Media, and Websites. Please make sure you read the Restricted Uses section (Section 3) for exceptions.

  • Restricted Uses.

    • No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner, to promote violence or hatred, or in violation of any applicable regulations or industry codes. This applies to United States laws as well as the European Union, and any foreign nation’s regulations and laws that may be applicable to your use as Purchaser.

    • No Commercial Use of "Editorial Use Only" Content. You may not use content marked "editorial use only" for any commercial, promotional, advertising, endorsement, advertorial, gambling/betting/gaming uses or merchandising purpose. This type of content is not model or property released and is primarily intended to be used for editorial purposes, meaning descriptive purposes such as news reporting and discussion of current events or other human interest topics. Examples can include textbook, newspaper or magazine articles, and blogs.

    • No Standalone File Use. You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).

    • No Use in Trademark or Logo. Unless you purchase a custom license you may not use content, in whole or in part, as the distinctive or distinguishing feature of a trademark, design mark, trade name, business name, service mark, or logo. Additionally, you shall not be entitled to register, in any jurisdiction, such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content). Custom licenses may be available for such purpose upon contacting our customer service team.

    • Sensitive Use Disclaimer Required. If you use content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (i.e. sexually transmitted diseases), Purchaser must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model.

    • No False Representation of Authorship. Purchaser may not falsely represent that you are the original creator of an end use that is made up largely of licensed content. For instance, Purchaser cannot create a painting based solely on licensed content and claim that you are the author.

    • No Products for Resale. Unless Purchaser purchases a Custom License, you may not use content in connection with any goods or services intended for resale or distribution where the primary value lies in the content itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), DVDs, mobile applications, NFTs or other items for resale, license or other distribution for profit. This includes "on demand" products (meaning products in which content is selected by a third party for customization on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com and cafepress.com). 

    • No Electronic Templates. Unless Purchaser purchases a Codex Custom License, you may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).

    • No Machine Learning, AI, or Biometric Technology Use. Unless expressly authorized by Codex (written confirmation from Codex Photos, LLC) you may not use content (including any caption information, keywords or other metadata associated with the content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed for or intended for the identification of natural persons. Additionally, Codex does not represent or warrant that consent has been obtained for such uses with respect to model-released content.

  • Can Purchaser use the licensed content?

The rights granted to Purchaser are non-transferable and non-sublicensable. This means that Purchaser cannot transfer or sublicense them to anyone else. There are two exceptions:

    • 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.

    • Subcontractors. You may allow subcontractors, primarily applicable to Purchaser’s 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 may not use the content for any other purpose.

Please note that seat/user restrictions apply. You may only use the content with the appropriate amount of users, as explained in Section 5 below.

  • Are there any seat/user license restrictions?

Yes. The standard license is for a single user. The seat/user restrictions refer to the raw file of content, not the end project or use. If Purchaser needs more than a single user to access the content, a Customer License is required. Purchaser may content Codex customer service for assistance.

  • User Accounts

Purchaser is responsible for tracking all activity for each user account, and Purchaser agrees to: (1) maintain the security of all passwords and usernames; (2) notify Codex immediately of any unauthorized use or other breach of security; and (3) accept all responsibility for activity that occurs under each user account. Codex reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Codex determines that Purchaser is in breach of this or any other term of this agreement, it may suspend access to Purchaser account and seek further legal remedies.

  • Intellectual property rights

Who owns the content?
All of the licensed content is owned exclusively by Codex. All rights not expressly granted in this agreement are reserved by Codex.

Attribution.

Do I need to include a photo credit? You do not need to include a photo credit for commercial use, but if you are using content for editorial purposes, you must include the following credit adjacent to the content or in visual production credits: "CodexPhotos.com."

  • Termination/Cancellation/Withdrawal

    • A. Termination.
      This agreement is effective until it is terminated by either party. Purchaser may terminate this agreement by ceasing use of the content and deleting or destroying any copies. Codex may terminate this agreement at any time if Purchaser fails to comply with any of the terms, in which case Purchaser must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Codex in writing that Purchaser has complied with these requirements.

B. 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, this agreement shall immediately terminate.

C. Refunds/Cancellation.

File Download Refunds - Codex does not offer refunds or re-credits for downloaded files. File returns will only be considered based on technical issues with the file at the sole discretion of Codex.

All requests for refunds/cancellations must be made in writing. If the request is approved, Codex will issue a credit to your account or credit card. 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.
    Codex may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Codex, or upon your knowledge, that any content may be subject to a claim of infringement of a third party's right for which Codex may be liable, Codex 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. Codex will provide you with replacement content (determined by Codex in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.

  • Representations and Warranties.

Codex makes the following representations and warranties:

    • Warranty of Non-Infringement. Except with respect to content identified as "editorial use only," Purchaser’s use of the content in accordance with this agreement and in the form delivered by Codex will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and all necessary model and/or property releases for use of the content in the manner authorized by this agreement have been obtained. Note that Purchaser is solely responsible for any edits made to the content (whether using an Codex editing tool or otherwise).

    • "Editorial Use Only" Warranty Disclaimer. For content identified as "editorial use only," Codex warrants that the content will not infringe on any copyright or moral right of the artist, but it does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted designs, works of art or architecture depicted or contained in the content. In such cases, Purchaser is solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content identified as "editorial use only," and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as "editorial use only," and that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release.

    • Caption/Metadata Disclaimer. While Codex has made reasonable efforts to correctly categorize, keyword, caption and title the content, Codex does not warrant the accuracy of such information, or of any metadata provided with the content.

    • No Other Warranties. Except as provided in the "warranty of non-infringement" 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. Codex does not represent or warrant that the content will meet Purchaser’s requirements or that its use will be uninterrupted or error free.

  • Indemnification/Limitation of Liability.

    • Indemnification of Codex by you. Purchase agrees to defend, indemnify and hold harmless Codex 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, which will including attorney fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.

    • Indemnification of you by Codex. No indemnification is provided by Codex under any circumstances. However, Codex will attempt to support Purchaser in any legal action against purchaser, but only through collaboration of information (not to include monetary or economic support), provided that the content is used only in accordance with this agreement and Purchaser is not otherwise in breach of this agreement. This is Purchaser’s sole and exclusive remedy for any breach of the warranties set forth in Section 9(a) above. No indemnification applies 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. No indemnification applies to your continued use of content following notice from Codex, or upon your knowledge, that the content is subject to a claim of infringement of a third party's right.

Limitation of Liability.

CODEX, AND ITS LICENSORS, WILL NOT BE LIABLE TO PURCHASER OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT. THIS EVEN APPLIES IF CODEX 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 Purchaser and is not assignable by Purchaser without Codex's prior written consent. Codex 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/Certificate of Compliance. Upon reasonable notice, Purchaser agrees to provide to Codex sample copies of projects or end uses that contain licensed content, including by providing Codex 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, Codex may, at its discretion, either through its own employees or through a third party, audit Purchaser’s records directly related to this agreement and Purchaser’s use of licensed content in order to verify compliance with the terms of this agreement. Where Codex reasonably believes that content is being used outside of the scope of the license granted under this agreement, Purchaser agrees, at Codex's request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Codex.

    • Electronic storage. Purchaser agrees to retain the copyright symbol, the name of Codex, the content's identification number and any other information that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties. You may make one (1) copy of the content for back-up purposes.

    • Governing Law/Arbitration. This agreement will be governed by the laws of the State of Texas, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") if you are in North America, or of the International Centre for Dispute Resolution ("ICDR") or JAMS if you are outside of North America (the applicable rules to be at your discretion), in effect on the date of the commencement of arbitration to be held in one of the following jurisdictions (whichever is closest to you): New York, New York; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs including attorney fees relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Codex shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Codex, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.

    • 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 Codex and accepted in writing 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 Codex under this agreement should be sent via email to legalnotice@Codex.com. All notices to Purchaser will be sent via email to the email set out in your account.

    • Taxes. Purchaser agrees to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license 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, Codex may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

    • Licensing Entity. The licensing entity under this agreement is Codex Photos, LLC, located in Texas, U.S.A.