License Agreement

The following Terms of Service ("TOS") is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement ("you" or "Customer") and OG STORE LTD (“STORE”) and sets forth the rights and obligations with respect to any Content licensed by you.

Please revisit this TOS when you purchase any Content licenses. STORE reserves the right to modify the TOS at any time in its sole discretion. Prior to such changes becoming effective, STORE will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your STORE account, an announcement on this page, your login page, and/or by other means. Modifications to this TOS will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound to the TOS as modified.

"Image(s)" means still photographs, vectors, drawings, graphics, and the like.

PART I – VISUAL CONTENT LICENSES

STORE hereby grants you a non-exclusive, non-transferable right to use and modify (except as expressly prohibited herein) as expressly permitted by the applicable license and subject to the limitations set forth herein:

IMAGE LICENSES

IMAGE LICENSE grants you the right to use Images:

As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations set forth in sub-section I.a.i.4 below);

Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and;

As part of an "Out-of-Home" advertising campaign, including on billboards, street furniture, etc..

Incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size;

For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind)

Incorporated into merchandise intended for sale or promotional distribution (collectively "Merchandise"), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such Merchandise incorporates material creative or functional elements apart from the Image(s).

In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by you or your client, and not for sale.

Incorporated as elements of digital templates for sale or distribution.

RESTRICTIONS ON USE OF VISUAL CONTENT

YOU MAY NOT:

Use Visual Content other than as expressly provided by the license you purchased with respect to such Visual Content.

Portray any person depicted in Visual Content (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) 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; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.

Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.

Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of content through which third parties may search and select from such content.

Use Visual 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.

Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.

Falsely represent, expressly or by way of reasonable implication, that any Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content.

PART II - WARRANTIES AND REPRESENTATIONS

STORE warrants and represents that:

STORE's contributors have granted STORE all necessary rights in and to the Content to grant the rights set forth in Part I.

Images in its original unaltered form and used in full compliance with this TOS and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any UK law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.

STORE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.

PART III - INDEMNIFICATION AND LIABILITY

Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with STORE, STORE will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer’s direct damages arising from a third-party claim directly attributable to STORE’s breach of the express warranties and representations made in Part II hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying STORE, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to STORE at lega@framespoetry.com. STORE shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with STORE in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that STORE is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to STORE having a reasonable opportunity to analyze such claim’s validity.

STORE shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.

Limits of Liability: STORE’s total maximum aggregate obligation and liability shall be EUR 10,000.

You will indemnify and hold STORE, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by this TOS. You further agree to indemnify STORE for all costs and expenses that STORE incurs in the event that you breach any of the terms of this or any other agreement with STORE.

PART IV - ADDITIONAL TERMS

Except when required by law, STORE shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable. In the event that STORE determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase.

"Non-transferable" as used herein means that except as specifically provided in this TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify STORE of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please contact Customer Service. (info@framespoetry.com).

Upon notice from STORE or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which STORE may be liable, or if STORE removes any Content due to perceived business risk as determined in STORE's reasonable discretion and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. STORE shall provide you with comparable Content (which comparability will be determined by STORE in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this TOS.

If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to STORE, upon STORE’s reasonable request.

Arbitration.

Any controversy or claim arising out of or relating to this TOS, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the United Kingdom. The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack). This arbitration provision will survive termination of this TOS.

YOU AND STORE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and STORE agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and STORE acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this TOS.

Neither party may assign this agreement, without the prior written approval of the other party, except that STORE may assign this agreement to the entity that results from a merger or other corporate reorganization involving STORE, or an entity that acquires all or substantially all of STORE’s assets or capital stock.

This TOS shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof.

If you are entering into this TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to STORE for any breaches of the terms of this TOS. You hereby grant STORE a worldwide, non-exclusive, limited license to use your trademarks in STORE's promotional materials, including a public customer list. STORE's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to STORE and shall at all times inure to your benefit. STORE further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by STORE of your email request to legal@framespoetry.com.

The number of Content downloads available to you is determined by the product you purchase. For the purposes of this TOS, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (i) the same date as your purchase in the following month or (ii) the last day of the following month.

Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.

If any individual term of this TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this TOS, so that this TOS shall otherwise remain in full force and effect.

You expressly agree that any feedback provided to you by STORE or its representatives regarding any questions you may have about this TOS or your use of Content licensed hereunder, is solely for the purpose of interpreting this TOS and is not legal advice. STORE cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by STORE or its representatives.

It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.

In the event that you breach any of the terms of this or any other agreement with STORE, STORE shall have the right to terminate your account without further notice, in addition to STORE's other rights at law and/or equity. STORE shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.

Except as expressly set forth in the applicable license and warranties sections herein, STORE grants no rights and makes no further warranties. STORE only has model or property releases where expressly indicated on the STORE website.

Neither STORE nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to 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 your use of the Content, STORE's breach of this agreement, or otherwise, unless expressly provided for herein, even if STORE has been advised of the possibility of such damages, costs or losses.

Except as expressly set forth in Part II, all Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.

STORE does not warrant that the Content, STORE websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.