UNA-Stock LICENSE AGREEMENT

 

UNA Stock is a Division of the Legal Entity Up N’ Adam Adventures.  From here on the legal entity name Up N’ Adam Adventures will be used in this licensing agreement.  This is a license agreement between you and Up N’ Adam Adventures that explains how you can use photos, license from Up N’ Adam Adventures. By downloading images and content, you accept the terms of this agreement.

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1. What types of licenses does Up N’ Adam Adventures offer?
   We offer 2 Types of License: standard and expanded. Every Image that you purchase and download comes with a Standard License. An expanded license can be purchased additional to the Standard license for use above the restrictions of the Standard license. Your use is subject to the standard license agreement unless you purchase an extended license
   You are welcome to use watermarked content for free from the Up N’ Adam Adventures site for test layouts only. Watermarked content cannot be used in any final materials 

2. How can I use Standard licensed content?
   You may use content in any way that is not restricted (see Restricted Uses below). 

   • The content you use is non exclusive.  Meaning you do not have the exclusive right to the content you download

   • The license does not have an expiration date.  The content can be used for as long as you like.

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

3. Some examples of accepted use of content under the standard license are: websites; social media; advertisements; marketing campaigns; magazines; corporate presentations; product packaging; newspapers; books; film; television productions; web applications; blog posts;
   The following Restricted Uses section below defines exceptions for use.

4. Restricted Uses.

   • No Unlawful Use. You may not use content in any defamatory or other unlawful manner.  Additionally content can not be used in  violation of any applicable regulations or industry codes.  Additionally content can not be used in pornopraphy in any media.

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

   • No Use in Trademark or Logo. 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. 

   • Sensitive Use Disclaimer. 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 Claims of Authorship. You may no claim that you are the original creator of the images.  Neither can you claim you are the creator of an end use that is made up largely of licensed content. For example, you cannot create a painting based on licensed content and claim that you are the author.

5. 
   Restricted Uses on Standard License Only.  The following use are not allowed with the Standard License.  These use are available with an expanded License purchase.

   • 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, 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 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).

     Extended licenses are not available for Music for this purpose (i.e. no electronic template use, including, without limitation, in a product or service that enables an end user to create soundtracks, in a system that resells products that include the Music, or in any "build-it-yourself" media tools).

   • Limited print run. Unless you purchase an extended license, you may not reproduce the content more than 300,000 times in physical print form. 

   • No Machine Learning, AI, or Biometric Technology Use. Unless expressly authorized by Up N' Adam Adventures 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, Up N' Adam Adventures does not represent or warrant that consent has been obtained for such uses with respect to model-released content.

6. 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:

   • 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 (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.

7. 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.
   This means that you may share content within your single legal entity but the content may only be available to one person at any one time. you may not store the content on a server (giving more than one person simultaneous access to the content).
    

8. 
   User Accounts.
   You will be responsible for tracking all activity for each user account, and you agree to: (1) maintain the security of all passwords and usernames; (2) notify Up N’ Adam Adventures immediately of any unauthorized use or other breach of security; and (3) accept all responsibility for activity that occurs under each user account. Up N’ Adam Adventures reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Up N’ Adam Adventures determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and seek further legal remedies.

9. Intellectual property rights.

   • All of the content is owned by Up N’ Adam Adventures. All rights not expressly granted in this agreement are reserved by Up N’ Adam Adventures.

   • 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 : "UpNAdam Adventures.com"

10. 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. Up N’ Adam Adventures 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 Up N’ Adam Adventures 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.

• Refunds/Cancellation.

• File Download Refunds - Up N' Adam Adventures 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 Up N’ Adam Adventures.

• All requests for refunds/cancellations must be made in writing. If the request is approved, Up N’ Adam Adventures 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.

1. General Provisions.​

   • Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to Up N' Adam Adventures sample copies of projects or end uses that contain licensed content (Standard or Expanded), including by providing Up N’ Adam Adventures 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, Up N’ Adam Adventures 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 Up N’ Adam Adventures of five percent (5%) or more of the amount you should have paid, then in addition to paying Up N’ Adam Adventures the amount of the underpayment, you also agree to reimburse Up N' Adam Adventures for the costs of conducting the audit. Where Up N' Adam Adventures reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at Up N' Adam Adventures' request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Up N' Adam Adventures.

   • Electronic storage. You agree to retain the copyright symbol, the name of Up N' Adam Adventures, 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.

   • Assignment. This agreement is to you and is not assignable by you without Up N’ Adam Adventures prior written consent. Up N’ Adam Adventures may assign this agreement, without notice or consent, to  any successor in interest, provided that such entity agrees to be bound by these terms.

   • 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.

   • 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 Up N' Adam Adventures 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 Up N' Adam Adventures under this agreement should be sent via email to upnadamadventures@gmail.com. All notices to you will be sent via email to the email set out in your account.

   • Licensing Entity. The licensing entity under this agreement is determined based on your billing address.