Royalty-Free Content Licensing Agreement

We, Matthew Gove and Danielle Cordani, the owners of adventurepangea.com, grant you a perpetual, worldwide right to incorporate the Content you license from us into any work you create. By purchasing or downloading Content from us, you accept the terms of this License.

Definitions

The Artist or We or Us: means Matthew Gove and Danielle Cordani, the owners of adventurepangea.com.

The Client or Youmeans the legal entity purchasing content under this license.

Licensed Content: means any image, video, graphic, vector, or digital asset you have purchased and licensed under this License.

Content: means any image, video, graphic, vector, or digital asset, licensed or unlicensed, to which we are selling licenses under this License.

License or Agreement: means this Royalty-Free Content Licensing Agreement.

Licenses Offered

Editorial License. You may not use Licensed Content in connection with any goods or services intended for resale, advertisements, monetization, merchandising, or any other commercial purpose. Content licensed under the Editorial License is intended to be used for purposes such as news reporting, discussion of current events, or other non-commercial human-interest topics. You may not reproduce Licensed Content more than 500,000 times in physical print form. This restriction does not apply to electronic distribution.

Commercial License. Licensed Content may be used in connection with any goods or services intended for resale, distribution, or monetization. You may not reproduce Licensed Content more than 500,000 times in physical print form. This restriction does not apply to electronic distribution.

Large Enterprise. Grants all rights provided under the Commercial License, except there are no restrictions on print or electronic reproduction.

Intellectual Property Rights

All Licensed Content and rights relating to them, including copyright and ownership rights in the media in which the Licensed Content is stored remain the sole and exclusive property of the Artist. This License provides the Client with the limited right to reproduce, publicly display, and distribute the Licensed Content only for the agreed upon terms as set forth in this License. Content used for any purpose not exclusively stated in those terms must be with the express written permission of the Artist, and may include payment of additional fees.

Licensed Content may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) a copyright notice (c) and/or 2) other copyright and ownership information embedded in the metadata or elsewhere. Removing and/or altering such information is a violation of the Digital Millennium Copyright Act (DMCA) and the Client will be responsible to the Artist for any penalties and awards available under that statute.

Attribution. You must credit us for the following uses of our content:

  1. All video Content
  2. All Content used for editorial purposes

When you credit our work, you must include one of the following credits:

  • adventurepangea.com - Matthew Gove and Danielle Cordani
  • adventurepangea.com - Danielle Cordani and Matthew Gove

Rights Granted

Perpetual. If you stay within the terms of this License, there is no expiration or end date on your rights to use Licensed Content.

Non-Exclusive. This License does not create an exclusive relationship between the parties. The Client is free to engage others to perform service of the same or similar nature to those provided by the Artist, and the Artist shall be entitled to offer and provide products and services to others, solicit other clients, and otherwise advertise the products and services offered by the Artist.

Worldwide. Licensed Content may be used in any geographic territory in the world.

Unlimited. You may use Licensed Content in an unlimited number of projects in any media. For this License, "use" means to display, publish, reproduce, broadcast, or otherwise make use of.

No Other Rights. All rights not expressly granted in this License are reserved by the Artist.

Delivery

The Artist may select delivery of Licensed Content in standard format, at a resolution that determines will be suitable for the Licensed Content, as defined in the table below. It is the Client's responsibility to verify that the Licensed Content is suitable for reproduction, and that if the Licensed Content is not deemed suitable, to notify the Artist within three (3) business days. The Artist's sole obligation will be to replace the Licensed Content at a suitable resolution at their sole discretion, but in no event will the Artist be held liable for poor reproduction quality, delays, or other consequential damages.

Unless otherwise specified, the Artist is not responsible to provide Content 1) larger than the resolution defined in the table below, or 2) in a format higher than 8-bit or in RAW format. The Artist has no obligation to retain or archive any Content delivered to the Client.

Media Type Standard Fomats  Maximum Resolution
Photographs
Graphics
jpg, png, tiff 3000 x 2400 pixels
8 x 10 inches at 300 dpi
Video mp4, mov 3840 x 2160 pixels (4K)
Vector svg, eps, pdf N/A

 

Fees

All fees and expenses payable under this License are required irrespective of whether the Client makes actual use of the Licensed Content. No rights are granted to the Client until the Artist has received payment in full. If additional expenses payable under this License are incurred after rights are granted, payment is required no later than ten (10) business days from the date said expenses are billed or invoiced. If full payment has not been received within thirty (30) days, all rights are revoked at the Artist's sole discretion. In the event rights are revoked, all Licensed Content in possession of the Client shall be removed from all forms of media and permanently destroyed within ten (10) days.

The following licensing fees, in United States Dollars, are required to acquire rights given in this License. Any prices posted with the individual piece of Content on our website or store override the prices listed in the table below.

License  Photo/Graphic/Vector Video
Editorial $9.99 $19.99
Commercial $19.99 $199.99
Large Enterprise $79.99 N/A

Limitation and Restrictions

No Unlawful Uses. You may not use Licensed Content in any pornographic, defamatory, or any illegal or unlawful manner. Licensed Content may not be used to promote violence or hatred, or in violation of any applicable regulations or industry codes.

Editing. You may crop, clip, cut, and fade in/out Licensed Content, but you may not otherwise edit, alter, or change Licensed Content. You may not create derivative works, as defined by the United States Copyright Office, based on Licensed Content.

No Transferring or Sublicensing. You cannot transfer, assign, or sublicense this License or any rights granted under this License to anyone else, except for two cases.

  1. If you are purchasing on behalf of your employer or client, then your employer or client can use the Content. In that case, you must have full legal authority to bind your employer or client to the terms of this License. If you do not have the authority, your employer or client may not use the Content.
  2. Subcontractors and distributors may use the Content in any production or distribution processes related to your final project or end use. These subcontractors and distributors may not use the Content for any other purpose.

No Standalone File Use. You may not sell, license, or redistribute our Content as a standalone file in any way. A standalone file means just the Content file itself, separate from the end use or project. Everyone who possesses or accesses our standalone files must have a valid License.

No Direct Competition. You may not use Licensed Content in any way that directly competes with products in our store, content on our blog, or anything else on our websites, social media, or online or offline presence. For this License, "direct competition" means offering the same products, services, or content to the same target market or audience as us.

No Trademark or Logo Use. You may not use Licensed Content, in whole or in part, as a feature of a trademark, copyrighted design, tradename, business name, service mark, or logo.

No False Author Claims. You may not falsely represent that you are the original creator or author of any end use that is comprised largely of Licensed Content.

No Political Content. You may not use Licensed Content for political campaigns, political events, or other political purposes.

Cancellation, Termination, and Refunds

Full Refunds within 24 Hours of Purchase. You may cancel your license within 24 hours of purchase for a full refund.

All Sales are Final. After 24 hours from the time of purchase, all sales are final, and you are not entitled to a refund.

Right to Terminate. We reserve the right to terminate this License at any time without notice. Use of the Content in any manner other than what is expressly defined in this License shall constitute a breach of this License and shall result in all rights to the Content being revoked at the Artist's sole discretion. The Client shall be responsible for all damages, expenses, and fees incurred by the Artist as a result of any breach of this License.

Use of Content After Termination or Cancellation. In the event of termination or cancellation of this License, your right to use the Licensed Content terminates immediately. You must delete or destroy all copies of Licensed Content within ten (10) days. You may continue to use Licensed Content in projects published prior to the date of termination or cancellation, provided they remain in accordance with this License.

Monetization

Monetization of Unlicensed Content. We reserve the right to fully monetize unlicensed use of our Content on all online and offline platforms, including Licensed Content being used in breach of this License. Once you bring your usage of the Content in accordance with this License, we will discontinue such demonetization without due delay. The Artist will have no responsibility and will not reimburse you for any demonetization for any period in which you use the Content in breach of this License. Continued use of unlicensed Content or use of Content in breach of this license may result in additional legal action taken by the Artist.

Warranty

Warranty of Non-Infringement. We guarantee that use of our Content as described in this License will not infringe on the rights of a third party.

Model and Property Release Disclaimer. The Artist does not grant any right or make any warranty with regard to the use of names, people, trademarks, logos, or copyrighted content depicted or contained in the Licensed Content. It is the Client's responsibility to obtain the necessary model or property releases to ensure they are in full effect and in force.

No Other Warranties. Except as defined in the "Warranty" section of this License, the Content delivered to you is provided "as-is", without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

Indemnification

Indemnification of the Artist by You. The Client will indemnify, defend, and hold harmless the Artist and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees against all claims, liabilities, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Licensed Content or materials furnished by the Client.

Indemnification of You by the Artist. Provided that the Licensed Content is used exclusively in accordance with this License, and you are not otherwise in breach of this License, the Artist agrees to indemnify, defend, and hold harmless you, your corporate parent, subsidiaries, affiliates, officers, directors, and employees against all liabilities, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of any breach or alleged breach by the Artist of its Warranty listed above.

This indemnification does not apply to:

  • The extent any costs, damages, or losses arise out of or are a result of modifications made by you to the Licensed Content or the context in which the Licensed Content is used by you.
  • Continued use of the Content following notification by the Artist, or upon your knowledge, that the Licensed Content is subject to a claim of infringement of a third party's right.

Amendments and Updates

The Artist may, at its sole discretion, make amendments and updates to this License. If we deem these changes to be material to you, we will notify you through our website. Such changes will take effect no earlier than thirty (30) days from notification. By continuing to use this License after updates and amendments are made, you are agreeing to any such changes.

General Law and Arbitration

This License sets forth the entire understanding of the parties and supersedes all prior agreements between the parties. This License shall be governed, interpreted, and enforced in accordance with the laws of the State of Arizona. Any claim or litigation arising out of this License or its performance may be commenced only in courts physically located in Maricopa County, Arizona, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this License, the prevailing party shall be entitled to recover its attorneys' fees incurred in the litigation. If the parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.

Severability

If any provision of this License is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this License. Such determination shall not affect the validity and enforceability of any other remaining provisions of this License.

Last Updated: 20 September 2023