This License Agreement, together with any Invoice (collectively, the “Agreement”), sets forth the terms and conditions between you, your employer, or any other client or end-user on whose behalf you are purchasing a license as the Licensee (collectively, “You(r)” or “Licensee”) and Rodion Kashubin (“Licensor”), as Licensor. You represent and warrant that you have the right to enter into this Agreement. If you are acting on behalf of an entity you warrant that you have the authority to bind such entity to this Agreement.

Please read this Agreement carefully in its entirety before you download or use Licensed Content. By confirming the purchase or by downloading of Licensed Content Licensee agrees to be bound by the terms of this Agreement, Website Privacy Policy and Website Terms of Use.

1. Definitions

“Invoice” means the computer-generated or printed Invoice provided by Licensor that may include, without limitation, names of the Licensor and Licensee, details of the Licensed Content, any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding License Fee. The terms contained in the Invoice shall be incorporated into this Agreement and all references to the Agreement shall include those terms.

“Licensed Content” means any photographs, moving images, videos or other audio/visual representation generated optically, electronically or by other means or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Licensor under the terms of this Agreement. Any reference in this Agreement to the Licensed Content shall be to each individual item within the Licensed Content and also to the Licensed Content taken as a whole.

“Licensee” means the person or entity set forth in the applicable Invoice as the “Licensee” and receiving the rights to the Licensed Content as specified hereunder.

“Licensor” means the person or entity set forth on the Invoice as the “Licensor” and granting the License to the Licensed Content as specified hereunder.

“Licence” means the rights Licensor grants to you to use the Licensed Content.

“Licence Fee” means any sum or sums payable to Licensor by You in respect of the License.

“Release” means a model or property release or any other release of a third party right or other permission which it is necessary or desirable to obtain in respect of Licensed Content.

“Reproduction”, “Reproduce”, “Reproduced”, “Use” mean any form of publication, copying or duplication of any or all of the Licensed Content, via any medium and by whatever means, and/or editing, alteration, cropping or manipulation of any part of the Licensed Content to create a derivative work from the Licensed Content.

“Social Media Site” means a website or an application, or other electronic resource with aim of facilitating social interactions among its users.

“Website” means www.bouncedphoton.com website.

2. Ownership

All Licensed Content is copyrighted. Except as expressly granted in this Agreement, Licensor retain all rights, title and interest in and to Licensed Content. No title or ownership interest in or to the Licensed Content is transferred to Licensee by this Agreement.

3. License Terms

3.1. Standard License

Subject to the terms of this Agreement Standard License grants Licensee a perpetual, worldwide, non-transferable, non-sublicensable, non-exclusive right to reproduce the Licensed Content, and right to create derivative works with respect to the Licensed Content for up to 250,000 print copies and up to 1,000,000 impressions for digital copies in following ways:

On websites or blogs;
In print or digital media, such as books, e-books, newspapers, magazines and newsletters, letterhead and business cards, pamphlets, brochures, catalogues, as a cover art for optical media such as CDs, on pop up and/or panel displays for conventions and trade shows;
As toolbar skins, screensavers and electronic device wallpapers for your own personal, non-commercial use, not for resale, download or distribution;
As prints, posters (i.e. a hardcopy) and other reproductions for your own personal, non-commercial use and display, not for resale, download or distribution;
In opt-in email marketing, excluding any uses associated with unsolicited email;
As artwork for the packaging of a product;
Incorporated into software as a background image or splash screen, provided that the Licensed Content cannot be unincorporated;
Incorporated into film, video, television series, advertisement, or other multimedia productions for distribution (“Production”) provided the budget for such Production does not exceed AUD $20,000; and
As advertising posters for use in promoting the sale of other products (as opposed to promoting the sale of products containing the Licensed Content), provided that Licensed Content in such product is not the primary factor driving the sale.

This License is granted to one Licensee. An Extended or Exclusive License must be purchased for other members of Licensee’s organization or third parties to access or use Licensed Content. Licensee may make a copy of the Licensed Content for internal backup purposes provided that all copyright or proprietary notice or other information that appear on, embedded in, or in connection with Licensed Content as per its original downloaded form is retained with the ﬁle.

3.2. Extended Licenses

You may purchase one of the Extended Licenses below to increase the usage rights granted in the Standard License, subject to the terms of this Agreement.

3.2.1. Extended Resale

In addition to the Standard License, the Extended Resale License grants you rights to incorporate the Licensed Content into print or electronic products for resale or distribution, for up to 250,000 print copies and up to 1,000,000 digital impressions of such products, including screen savers, wallpapers for electronic devices, website designs and templates, presentation templates, electronic greeting cards, greeting cards, business cards, t-shirts or other clothing or accessories, mugs, magnets, calendars, posters or any other electronic or printed products, provided that the product either combines the Licensed Content with words and/or other graphics; or the Licensed Content is not the main driver for the sale of the product.

3.2.2. Extended Views

In addition to the Standard License, the Extended Views License grants you rights to use the Licensed Content to create the following:

unlimited print reproductions, including without limitation, advertising, marketing and promotional materials, newspapers, magazines, books or product packaging; and
unlimited digital impressions, including without limitation, video, television, cinema, software, applications, and electronic documents.

3.2.3. Extended Max

In addition to the Standard License, the Extended Max License grants you rights to incorporate the Licensed Content into print or electronic products for resale or distribution, including templates without regard to the size of the print run, manufacturing units, or number of digital impressions of such products, including screen savers, wallpapers for electronic devices, website designs and templates, presentation templates, electronic greeting cards, greeting cards, business cards, t-shirts or other clothing or accessories, mugs, magnets, calendars, posters or any other electronic or printed products, provided that the product either combines the Licensed Content with words and/or other graphics; or the Licensed Content is not the main driver for the sale of the product.

Limited, temporary transfers of the Licensed Content are permitted to third parties under any of the Extended Licenses as a part of the creation of the ﬁnal product, provided involved third parties agree to abide by the terms of this Agreement and will delete the Licensed Content from their systems within seven (7) calendar days after the final product is provided to the Licensee.

3.3. Exclusive License

You may purchase Exclusive License to increase the usage rights granted in the Extended Max License. Specifically, subject to the terms of this Agreement, under the Exclusive License the Licensee can use the Licensed Content exclusively for three (3) years starting from the moment when the Licensed Content was downloaded under this License, and incorporate the Licensed Content into print or electronic products for resale or distribution, subject to Restrictions on use of Licensed Content section of this Agreement. For all other users the option to purchase the Licensed Content will be removed from the Website for the duration of exclusive usage. At the end of the exclusivity period, the Licensee can continue to use Licensed Content with all of the same rights, except for the right of exclusivity.

If these Licenses do not describe the rights you require please Contact Us via the Website.

4. Restrictions on use of Licensed Content

Licensee may not use Licensed Content other than as expressly provided by the License purchased.
Licensee may not use Licensed Content in connection with unsolicited email.
Licensee may not use Licensed Content in a defamatory, pornographic or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
Licensee may not use Licensed Content for ads for adult entertainment clubs or similar venues, including escort or similar services.
Licensee may not portray any person depicted in Licensed Content (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model:
- in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint;
- as suffering from, or medicating for, a physical or mental ailment;
- as engaging in immoral or criminal activities;
- in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like;
- in connection with the advertisement or promotion of tobacco products.
Licensee may not use Licensed Content designated for “Editorial Use” for commercial purposes, including advertising that is presented in a style of an editorial article.
Licensee may not resell, redistribute, sublicense, provide access to, share or transfer Licensed Content except as specifically listed in the Agreement.
Licensee may not use Licensed Content in a manner that competes with Licensor business. This includes, but not limited to, selling, licensing or distributing any work containing the Licensed Content in a way that would allow a third party to download, extract or access the Licensed Content as a standalone file.
Licensee may not use Licensed Content in a manner that infringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
Licensee may not use Licensed Content, in whole or in part, as a trademark, service mark, logo, or other indication of origin, or as part thereof.
Licensee may not falsely represent, expressly or by way of reasonable implication, that Licensed Content was created by any other person, or an entity other than the copyright holder of the Licensed Content.
Licensee may not use Licensed Content that contains recognizable people for commercial purposes without a Release.
Licensee may not pose as an agent, employee, or affiliate of Licensor for any purpose, including but not limited to negotiation of any business, distribution, partnership, or development agreement.
Licensee may not remove any copyright or proprietary notice or other information that appear on, embedded in, or in connection with Licensed Content in its original downloaded form.
Licensee may not post or reproduce Licensed Content on a Social Media Site when its terms of use have provision granting exclusive rights or ownership of the Licensed Content to any third party.

5. Credit notice

The use of Licensed Content in an “Editorial” context must be accompanied by adjacent credit notice in the following form: “Image by BouncedPhoton.com”
The use of Licensed Content in a Production shall be accompanied by credit notice in the following form: “Image(s) used under a license from BouncedPhoton.com”
The use of Licensed Content on a Social Media Site shall include a copyright notice in the following form: “© Rodion Kashubin, BouncedPhoton.com”

In all cases Credit Notice shall be clearly and easily readable by unaided human eye.

6. Pricing and payment

You must pay us a License Fee in accordance with the Invoice before you use Licensed Content.

7. Warranty and Limitation of Liability

Licensor guarantees that should Licensed Content have defects in material or workmanship and these are notified in writing to Licensor within seven (7) calendar days from the date of delivery then Licensor will either replace the Licensed Content with another copy free from defect or refund the licence fee paid by You to the extent attributable to the defective Licensed Content, at Licensor’s option.
Licensor generally does not have releases for trademarks, logos or other intellectual property of third parties that may be depicted in Licensed Content as it is generally not viable for an artist to get blanket releases. You agree to obtain all necessary rights, consents or permissions as may be required for reproduction of Licensed Content under this Agreement.
Licensor makes no other warranties, express or implied, regarding Licensed Content, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Licensor shall not be liable to Licensee or any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of Licensee’s use of Licensed Content or otherwise, even if Licensor has been advised of the possibility of such damages, costs or losses. Licensor’s maximum liability arising out of or in connection with Licensee’s use of or inability to use Licensed Content (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to the amount received from the Licensee for Licensed Content giving rise to the liability.
The representations and warranties made by Licensor in this Agreement apply only to the Licensed Content as delivered by Licensor and will be invalid if Licensed Content is used by Licensee in any manner not specifically authorized in this Agreement or if Licensee is otherwise in breach of this Agreement.

8. Indemnification

You agree to indemnify Licensor and its subsidiaries, affiliates, officers, agents, employees, partners from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to the use of Licensed Content or Website, or your modification to the Licensed Content, or your violation of this Agreement. Licensor have the right to control the defense of any claim, action or matter subject to indemnification by You with counsel of Licensor own choosing. You will fully cooperate with Licensor in the defense of any such claim, action or matter.

9. Termination and Revocation

The License contained in this Agreement will terminate automatically without notice from Licensor if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately:
- Stop using Licensed Content;
- Destroy or, upon the request of Licensor, return Licensed Content to Licensor; and
- Delete or remove Licensed Content from Licensee’s and third party premises, computer systems and storage (electronic or physical).
Licensor reserves the right to revoke the License to use Licensed Content for good cause and elect to replace such Licensed Content with alternative Licensed Content. Upon notice of any revocation of a License for any particular Licensed Content, Licensee shall immediately cease using such Licensed Content and shall where possible ensure that its clients and customers do likewise.

10. Unauthorized Use

Any use of Licensed Content in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.

11. Audit and Compliance

Upon reasonable notice you agree to provide to Licensor sample copy of the project or end use of Licensed Content. This includes providing Licensor with free of charge access to any pay-walled or otherwise restricted website or platform where content is reproduced. In addition, upon reasonable notice, Licensor may audit Your records related to this Agreement and use of Licensed Content to verify compliance with this Agreement. If audit reveals usages not covered by this Agreement then in addition to paying Licensor the License Fee covering additional usage, You also agree to reimburse Licensor for the costs of conducting the audit. Where Licensor reasonably believes that content is being used outside of the scope of the License granted under this Agreement, You agree, at Licensor’s request, to pay Licensor additional License Fee or, if You guarantee that usage is within the Agreement terms, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Licensor.

12. Governing Law

This Agreement will be governed in all respects by the laws of Australia, without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in Australia. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

13. Severability

If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

14. Waiver

No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

15. Electronic Agreement

You agree to this Agreement electronically by downloading Licensed Content.

16. Entire Agreement

This Agreement contains all the terms of the License Agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties, or issued electronically by Licensor and accepted in writing by Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.

Last updated: 4 August 2016

Licensing