BENT GATE MEDIA CONTENT LICENSE AGREEMENT
LAST UPDATED: May 2021
This is a license agreement between you and Bent Gate Media that explains how you can use photos, illustrations, vectors, video clips and Music that you license from Bent Gate Media. By receiving content from Bent Gate Media, you accept the terms of this agreement.
1. What types of licenses does Bent Gate Media offer?
Bent Gate Media offers two types of licenses: standard and extended. Every file received from Bent Gate Media comes with a standard license. An extended license gives you additional rights in exchange for an additional license fee. Unless you purchase an extended license, your use of content is subject to the standard license terms.
2. How can I use licensed content?
You 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 you by Bent Gate Media are:
o Perpetual, meaning there is no expiration or end date on your rights to use the content received during your agreement.
o Non-exclusive, meaning that you do not have exclusive rights to use the content. Bent Gate Media can license the same content to other customers.
o Worldwide, meaning content can be used in any geographic territory.
o Unlimited, meaning you can use the content in an unlimited number of projects and in any media.
o Non-exclusive, meaning that you do not have exclusive rights to use the content. Bent Gate Media can license the same content to other customers.
o Worldwide, meaning content can be used in any geographic territory.
o 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.
In addition to the above, the following applies to music items of content ("Music"):
o You can edit Music provided that any such change (i) shall not alter the fundamental character of the portion of the Master being used, and (ii) shall not give rise to any ownership rights or claims, including
copyright, on your part in or to the resultant edited recording or composition.
o "Music" shall include sound recordings and musical compositions, including lyrics, embodied in sound recordings contained in the music file. "Work" means the production, program or other project in which the Music has been Synchronized (as defined below). "Broadcast(er)", meaning to cause (or permit others to cause) the performance, telecast, broadcast, transmission, streaming, exhibition or distribution of the Work. "Copy", meaning to duplicate or otherwise make copies of the Work solely for the purpose of Broadcasting the Work. "Synchronize", meaning to couple and/or synchronize, arrange, record, re-record, transcribe, modify or edit the Music solely in timed relation with a permitted use in the Work. Edit means use by you of less than an entire piece of Music, including the editing, looping, enhancing or modifying of the Master.
Examples of how you can use licensed content include: websites; blog posts; social media; advertisements; marketing campaigns; corporate presentations; newspapers; magazines; books; film and television productions; web and mobile applications; product packaging.
Please make sure you read the Restricted Uses section below for exceptions.
3. Restricted Uses.
o No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations or industry codes.
o No Commercial Use of "Editorial Use Only" Content. You may not use content marked "editorial use only" for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events that are newsworthy or of general interest (for example, in a blog, textbook, newspaper or magazine article).
o No Commercial Use of "Editorial Use Only" Content. You may not use content marked "editorial use only" for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events that are newsworthy or of general interest (for example, in a blog, textbook, newspaper or magazine article).
o 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).
o No Use in Trademark or Logo. Unless you purchase a custom license (not available for Music), you may not use content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, 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).
o 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 (for example, sexually transmitted diseases), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model. For example, you could say: "Stock photo. Posed by model." No disclaimer is required for "editorial use only" content that is used in an editorial manner.
o 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 (for example, sexually transmitted diseases), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model. For example, you could say: "Stock photo. Posed by model." No disclaimer is required for "editorial use only" content that is used in an editorial manner.
o No False Representation of Authorship. You may not falsely represent that you are the original creator of an end use that is made up largely of licensed content. For instance, you cannot create a painting based solely on licensed content and claim that you are the author.
Additional Restrictions for Use of Music:
o No Music listening experience uses. Music may not be made available as part of a music listening experience, including where Music, on its own or as part of a compilation, is combined with accompanying visual/narrative elements that are of negligible importance (such as images, panning motions or other audio-visual animations)
o No "Audio Products". You may not use Music to manufacture, distribute or sell any product in any format or media now known or hereafter devised, embodying Music alone or only with other music, including without limitation, compact discs (CDs), cassettes, phonograph records and digital transmissions of any kind.
o No Separate Use of Titles, Lyrics or use in Themes. You may not use any Music as the theme song for a program or other production or to use the title or lyrics of any Music separately from the Music.
o No political campaigns. Music may not be used for political campaigns.
o No Use in Trademark or Logo. You may not incorporate any Music into a logo, trademark or service mark.
Additional Restrictions for Use of Music:
o No Music listening experience uses. Music may not be made available as part of a music listening experience, including where Music, on its own or as part of a compilation, is combined with accompanying visual/narrative elements that are of negligible importance (such as images, panning motions or other audio-visual animations)
o No "Audio Products". You may not use Music to manufacture, distribute or sell any product in any format or media now known or hereafter devised, embodying Music alone or only with other music, including without limitation, compact discs (CDs), cassettes, phonograph records and digital transmissions of any kind.
o No Separate Use of Titles, Lyrics or use in Themes. You may not use any Music as the theme song for a program or other production or to use the title or lyrics of any Music separately from the Music.
o No political campaigns. Music may not be used for political campaigns.
o No Use in Trademark or Logo. You may not incorporate any Music into a logo, trademark or service mark.
o No Products for Resale. Unless you purchase an extended 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 or other items for resale, license or other distribution for profit. This includes "on demand" products (meaning products in
Restricted Uses - unless extended license purchased. Extended licenses are only available for purchase on a file by file basis.
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). Extended licenses are not available for Music for any of these purposes.
o No Electronic Templates. Unless you purchase an extended 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).
Restriction Products for resale/ Electronic templates Standard License Not permitted
o Limited print run. Unless you purchase an extended license, you may not reproduce the content more than 500,000 times in physical print form. This restriction does not apply to electronic reproduction.
Restriction
Standard License
Extended License
o Unless expressly authorized by Getty Images, you may not use any items of content in connection with an immutable digital asset intended for sale (such as a non-fungible token).
Standard License
Extended License
o Unless expressly authorized by Getty Images, you may not use any items of content in connection with an immutable digital asset intended for sale (such as a non-fungible token).
o No Machine Learning, AI, or Biometric Technology Use. Unless expressly authorized by Bent Gate Media, you may not use 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. Additionally, Bent Gate Media does not represent or warrant that consent has been obtained for such uses with respect to model-released content.
4. 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:
o 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
Print run 500,000 Unlimited
Extended License
Up to 100,000 postcards, greeting cards or other products;
Up to 10,000 posters, calendars or other similar Up to 2,000 t-shirts, sweatshirts, or other appare like CDs or DVDs, framed or mounted artwork. Unlimited for electronic products such as mobil templates.
Up to 10,000 posters, calendars or other similar Up to 2,000 t-shirts, sweatshirts, or other appare like CDs or DVDs, framed or mounted artwork. Unlimited for electronic products such as mobil templates.
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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.
o 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 may not use the content for any other purpose.
o 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 may not use the content for any other purpose.
Please note that seat/user restrictions apply. You may only use the content with appropriate amount of users, as explained in Section 5 below.
5. Intellectual property rights.
o Who owns the content?
All of the licensed content is owned by either Bent Gate Media or the artists who supply the content. All rights not expressly granted in this agreement are reserved by Bent Gate Media and the content suppliers.
o Attribution.
All of the licensed content is owned by either Bent Gate Media or the artists who supply the content. All rights not expressly granted in this agreement are reserved by Bent Gate Media and the content suppliers.
o 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: "Bent Gate Media.com/Artist's Member Name."
▪ Do I need to include a video credit? Yes, if technically feasible, you must include the following credit in visual productions: "Bent Gate Media.com/Artist's Member Name."
▪ Do I need to include a video credit? Yes, if technically feasible, you must include the following credit in visual productions: "Bent Gate Media.com/Artist's Member Name."
▪ Do I need to include a Music credit? If Music is used in an audio/visual production where credits are accorded to other providers of content, credit shall be accorded, where technically feasible, in equal size and comparable placement to such credit(s), substantially in the following form: "[Artist's name] Epidemic Sound via Bent Gate Media.com ", or as otherwise notified by Bent Gate Media.
6. Termination/Cancellation/Withdrawal.
. Termination.
This agreement is effective until it is terminated by either party. You can terminate this agreement by ceasing use of the content and deleting or destroying any copies. Bent Gate Media may terminate this agreement at any time if you fail to comply with any of the terms, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Bent Gate Media in writing that you have complied with these requirements.
This agreement is effective until it is terminated by either party. You can terminate this agreement by ceasing use of the content and deleting or destroying any copies. Bent Gate Media may terminate this agreement at any time if you fail to comply with any of the terms, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Bent Gate Media 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, this agreement shall immediately terminate.
a. Refunds/Cancellation.
All requests for refunds/cancellations must be made in writing. If the request is approved, Bent Gate Media 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.
All requests for refunds/cancellations must be made in writing. If the request is approved, Bent Gate Media 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.
b. Content Withdrawal.
Bent Gate Media may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Bent Gate Media, or upon your knowledge, that any content may be subject to a claim of infringement of a third party's right for which Bent Gate Media may be liable, Bent Gate Media 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. Bent Gate Media will provide you with replacement content (determined by Bent Gate Media in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
Bent Gate Media may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Bent Gate Media, or upon your knowledge, that any content may be subject to a claim of infringement of a third party's right for which Bent Gate Media may be liable, Bent Gate Media 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. Bent Gate Media will provide you with replacement content (determined by Bent Gate Media in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
7. Representations and Warranties.
Bent Gate Media makes the following representations and warranties:
. Warranty of Non-Infringement. Except with respect to content identified as "editorial use only," your use of the content in accordance with this agreement and in the form delivered by Bent Gate Media 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 you are solely responsible for any edits made to the content (whether using an Bent Gate Media editing tool or otherwise).
a. "Editorial Use Only" Warranty Disclaimer. For content identified as "editorial use only," Bent Gate Media 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, you are 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.
b. Caption/Metadata Disclaimer. While we have made reasonable efforts to correctly categorize, keyword, caption and title the content, Bent Gate Media does not warrant the accuracy of such information, or of any metadata provided with the content.
c. Additional representations and warranties for Music:
c. Additional representations and warranties for Music:
▪ Music was not recorded under the jurisdiction of a union or collective bargaining agreement.
▪ Bent Gate Media has all rights in the Music necessary in order to issue direct licenses to you, inclusive of all performing, mechanical or any other similar rights, and the rights to use Music shall be deemed to include the direct grant to you of the right to Copy and publicly perform the Music solely for the purposes permitted hereunder. No fees which otherwise could become due and payable as a result of the Copying or public performance of the Music as contemplated by this Agreement shall be due to Bent Gate Media or its content suppliers.
However, please note that these warranties do not prevail over any: (1) charges assessed on you (or a Broadcaster of the Work) pursuant to the terms of a blanket license or other written agreement between you (or such Broadcaster) and any performing, mechanical, or other rights society that collects and administers royalty payments or similar remuneration on behalf of music publishers, writers and performers (a "Collection Society"); (2) fees to the extent arising from your use of other musical content together with Music; or (3) fees, levies or other remuneration, the collection of which is exclusively delegated to a Collection Society by local statute, irrespective of the membership of, or any contractual mandate from, any of the writers, composers, performers or other rights holders in the Music.
d. 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. Bent Gate Media does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error free.
8. Indemnification/Limitation of Liability.
. Indemnification of Bent Gate Media by you. You agree to defend, indemnify and hold harmless Bent Gate Media 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 any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.
Limitation of Liability. BENT GATE MEDIA WILL NOT BE LIABLE TO YOU 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, EVEN IF BENT GATE MEDIA HAS 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.
Limitation of Liability. BENT GATE MEDIA WILL NOT BE LIABLE TO YOU 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, EVEN IF BENT GATE MEDIA HAS 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.
9. General Provisions.
a. Assignment. This agreement is personal to you and is not assignable by you without Bent Gate Media's prior written consent. Bent Gate Media 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.
b. Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to Bent Gate Media sample copies of projects or end uses that contain licensed content, including by providing Bent Gate Media 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, Bent Gate Media 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 Bent Gate Media of five percent (5%) or more of the amount you should have paid, then in addition to paying Bent Gate Media the amount of the underpayment, you also agree to reimburse Bent Gate Media for the costs of conducting the audit. Where Bent Gate Media reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at Bent Gate
Media's request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Bent Gate Media.
c. Electronic storage. You agree to retain the copyright symbol, the name of Bent Gate Media, 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.
c. Electronic storage. You agree to retain the copyright symbol, the name of Bent Gate Media, 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.
d. Governing Law/Arbitration. This agreement will be governed by the laws of the State of New Jeryey, 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, Bent Gate Media 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 Bent Gate Media, 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.
e. 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
e. 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.
f. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
f. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
g. 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 Bent Gate Media 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.
h. Notice. All notices required to be sent to Bent Gate Media under this agreement should be sent via email to legalnotice@Bent Gate Media.com. All notices to you will be sent via email to the email set out in your account.
i. Taxes. You agree 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.
j. Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, Bent Gate Media 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.