Pichagraphix License Agreement(s)

Dear Pichagraphix Customer,

The following Terms of Service ("TOS") constitutes a legal agreement between you or the entity on behalf of which you are entering this agreement ("you" or "Customer") and Pichagraphix, and outlines your rights and obligations regarding any content you license from us.

We encourage you to review this TOS whenever you license content from Pichagraphix. We reserve the right to amend the TOS at our sole discretion. Should there be any changes, we will endeavor to inform you in advance. Notification of such changes may be sent to the email address registered in your Pichagraphix account, or through an announcement on this page, your login page, and/or other means. These modifications will apply only to future purchases (including any automatic renewals). By licensing content after such modifications, you consent to the updated TOS.

THIS LICENSE IS INTENDED FOR INDIVIDUAL USE ONLY, AUTHORIZING ONE PERSON TO LICENSE, DOWNLOAD, AND UTILIZE CONTENT. WITHOUT AN UPGRADE TO A "TEAM SUBSCRIPTION" OR "PREMIER PLATFORM" ACCOUNT, NO OTHER INDIVIDUALS (INCLUDING BUT NOT LIMITED TO EMPLOYEES, COLLEAGUES, OR CONTRACTORS) ARE PERMITTED TO ACCESS YOUR ACCOUNT OR UTILIZE CONTENT LICENSED VIA YOUR ACCOUNT.

SHOULD YOU OPT FOR A "TEAM SUBSCRIPTION", THE RIGHT TO LICENSE, DOWNLOAD, AND USE CONTENT WILL BE RESTRICTED TO THE NUMBER OF USERS ALLOWED UNDER THAT SUBSCRIPTION. PICHAGRAPHIX'S "PREMIER PLATFORM" PROVIDES ACCESS AND USAGE RIGHTS TO AN UNLIMITED NUMBER OF USERS, AMONG OTHER BENEFITS.

IF YOU ARE SUBSCRIBING TO A PICHAGRAPHIX SERVICE, SUCH SERVICE WILL BE GOVERNED BY THE TERMS FOR SOFTWARE-AS-A-SERVICE LISTED "HERE"

For licensing and usage rights for more than one individual, please get in touch with our Customer Service. Contact us at admin@pichagraphix.com for assistance. It is important to note that in instances where a user is operating within an employment role, the employing entity is considered the licensee.

"Content" encompasses all materials available for licensing via the Pichagraphix website, which includes, but is not limited to, Images, Video, Editorial, and Music.

"Video" refers to any form of moving images, animations, films, videos, or other audio/visual representations, including video elements, visual effects elements, templates, graphics packs, and motion design projects, excluding still images, recorded in any format.

"Image(s)" include still photographs, vectors, drawings, graphics, and similar content.

"Music" comprises musical compositions, master recordings, and any recordings of sounds or series of sounds, across all known or future formats.

"Editorial" covers still photographs and video content found under the Editorial tab/section.

"Visual Content" collectively refers to Editorial, Images, and Video content.

1. PART I – VISUAL CONTENT LICENSES

Pichagraphix is pleased to grant you a non-exclusive, non-transferable right to use,

modify (except as expressly prohibited herein), and reproduce Visual Content globally,

forever, as explicitly allowed by the relevant license and subject to the constraints outlined here:

IMAGE LICENSES

A STANDARD IMAGE LICENSE permits you to use Images in the following ways:

• Digitally, including on websites, in digital advertisements, social media, mobile ads, mobile applications, software, e-cards, e-publications (e.g., e-books, e-magazines, blogs), email marketing, and online media (like video-sharing platforms such as YouTube, Dailymotion, Vimeo, etc., respecting the budget limits detailed below);
• Printed as part of product packaging and labeling, business stationery, point-of-sale advertisements, CD and DVD cover art, or in the print media advertisements, including magazines, newspapers, and books, as long as no single Image is reproduced over 500,000 times in total;
• Within "Out-of-Home" advertising campaigns, like billboards and street furniture, provided the campaign's audience does not exceed 500,000 gross impressions;
• Incorporated into film, video, TV series, ads, or other multimedia productions for any distribution medium currently known or later developed, regardless of audience size, with a production budget not exceeding USD $10,000;
• For your personal, non-commercial purposes (not for resale, download, distribution, or any kind of commercial use).

AN ENHANCED IMAGE LICENSE offers the rights to use Images (in addition to those under a Standard Image License) without any limit on reproductions, impressions, or budget and includes:

• Use in merchandise intended for sale or promotional distribution (e.g., textiles, artwork, magnets, wall art, calendars, toys, stationery, greeting cards), as long as the merchandise adds substantial creative or functional value to the Image(s);
• Use in wall art for commercial spaces owned by you or your client, not intended for sale, without additional creative or functional elements required;
• Incorporation as elements in digital templates for sale or distribution.

For rights beyond those provided by the Standard or Enhanced Image Licenses, please contact Customer Service at admin@pichagraphix.com.

VIDEO LICENSES

A STANDARD VIDEO USE LICENSE allows you to use Video in:

• Multimedia productions displayed or distributed via the web, social media, apps, or similar, given the audience does not exceed 500,000. The use of Video in productions distributed via broadcast, cable network, OTT video services, or in theaters is strictly prohibited under this license, regardless of the audience size;
• Live performances, provided the total audience does not surpass 500,000;
• Websites

AN ENHANCED VIDEO USE LICENSE grants the right to use Video:

• In multimedia productions for web, social media, apps, including the right to distribute via broadcast, cable networks, OTT video services, or in theaters, with no audience size limitation;
• In live performances without audience size restrictions;
• In digital templates for resale, up to 1,000 licenses of such templates;
• On websites

For rights beyond those provided by the Video Use License, please contact Customer Service at admin@pichagraphix.com

A VIDEO COMP LICENSE permits the use of watermarked, low-resolution Video as a comp (the "Comp Video") solely for test, sample, comp, or rough cut evaluation materials. Comp Video cannot be displayed publicly or incorporated into any final materials. Editing Comp Video is allowed, but the Pichagraphix watermark must not be removed or altered. While Comp Video is licensable under the Video Use License at the download moment, availability for future licensing is not guaranteed.

EDITORIAL LICENSE

AN EDITORIAL LICENSE allows a single, editorial use of an item of Editorial content, with worldwide, perpetual distribution rights.

A "single use" under this license means using Editorial content in one context (e.g., a news story, blog post, publication page) once, with the right to distribute that use in the same context across unlimited mediums and channels. An "editorial use" is for descriptive purposes in a newsworthy or human interest context and explicitly excludes commercial uses like advertising or merchandising.

Usage of Editorial Content is subject to additional restrictions set forth here, including any "special restrictions" noted on the image detail page or in the attached metadata.

Editorial content marked "Editorial Use Only" is strictly for such purposes under this TOS. The available Editorial content for licensing may change, and there is no entitlement to license any specific item. For Editorial content not directly licensable from the website, contact Customer Service at admin@pichagraphix.com.

RESTRICTIONS ON USE OF VISUAL CONTENT

YOU MAY NOT:

• Use Visual Content beyond the express terms of the license purchased;
• Depict any person in Visual Content (a "Model") in an offensive manner, including but not limited to uses related to adult content, tobacco products, political endorsements, health ailments, or illegal activities;
• Use Visual Content in pornographic, defamatory, deceptive, libelous, obscene, or illegal contexts;
• Alter "Editorial Use Only" Visual Content in a way that misrepresents the depicted content;
• Use "Editorial Use Only" Visual Content for commercial purposes, including but not limited to advertising, merchandise, or other non-editorial contexts;
• Resell, redistribute, provide access to, share, or transfer any Visual Content except as specifically allowed herein;
• Use Visual Content in a manner that infringes upon any third party's trademark or intellectual property, or constitutes deceptive advertising or unfair competition;
• Use any Visual Content as a trademark, service mark, logo, or other origin indication;
• Falsely claim or imply that you or someone other than the copyright holder created the Visual Content.

SPECIFIC RESTRICTIONS FOR VIDEO AND EDITORIAL CONTENT are detailed regarding the use of "stills" from Video and the distribution limitations for Editorial content.

CREDIT AND COPYRIGHT NOTICES

Credits for Images and Video used in editorial contexts must include a credit to the Pichagraphix contributor and Pichagraphix. Editorial content requires specific attribution forms. Where commercially reasonable, credit for Images or Video used in Merchandise or audio-visual productions should be given to Pichagraphix. Credit is not mandated for other Video or Image uses unless similarly credited for content from another provider. Editorial content always requires attribution. Credits must be legible to the unaided eye.

2. PART II - MUSIC LICENSES

For the purposes of Part II of this Terms of Service (TOS), the following definitions apply:

• “Advertising” refers to a Production not exceeding three minutes, designed to communicate a sponsored message promoting or selling a product/service.
• “Entertainment Production” signifies a non-Advertising Production intended for entertainment.
• “DVD” encompasses any physical medium, including DVDs and Blu-ray discs, storing a Production playable on compatible devices.
• “Production” is defined as: (i) an audio-visual project where Licensed Music is synchronized with moving/still images; or (ii) an audio-only project where Licensed Music accompanies narration, as in a podcast episode, radio documentary, or advertisement. This includes ‘cut down’ versions.
• “Licensed Music” denotes Music available as Content and accessible via Pichagraphix's music library.
• “Personal Use” involves a Production shared on a Video Sharing Platform, with a total promotional budget under USD$4,999.
• “PRO-free Music” indicates Licensed Music selections tagged as “PRO-free”.
• “Websites” covers online usage via web-browsers, excluding Social Media and Video Sharing Platforms.
• “Social Media Platforms” include Instagram, Facebook, Twitter, Twitch, TikTok, and others as determined by Pichagraphix.
• “Television” is linear TV programming via broadcast, satellite, IPTV, and/or cable, excluding OTT services like Netflix, Hulu, Amazon, etc.
• “Video Sharing Platform” includes YouTube, Vimeo, and other web-based platforms as recognized by Pichagraphix.
• “Pilot” refers to a potential series' initial episode, not exceeding 44 minutes.
• “Pilot” refers to a potential series' initial episode, not exceeding 44 minutes.
• “Podcast Distribution Platform” denotes online portals for podcast access, streaming, and/or downloading.
• “Podcast Distribution Platform” denotes online portals for podcast access, streaming, and/or downloading.
• “Theatrical Use” involves commercial cinema exhibition.

MUSIC LICENSES

Pichagraphix grants you a non-exclusive, non-transferable right to synchronize Licensed Music within a Production, for global distribution, indefinitely, based on the license type you purchase and adhering to Part II Section 3 restrictions:

STANDARD MUSIC LICENSE provides:

• The right to synchronize Licensed Music in Productions via Websites, Social Media Platforms, Video Sharing Platforms (for Personal Use only), and Podcast Distribution Platforms (for audio-only podcasts).
• Theatrical Use rights exclusively for Student Projects.
• The right to reproduce and perform Licensed Music in live performances or plays, limited to Student Projects.

ENHANCED MUSIC LICENSE includes Standard Music License rights plus:

• The right to synchronize Licensed Music in Productions for any Advertising form, distributable via Television (single country, Pilot only or Public Broadcaster content), Radio (single country), physical sales points, trade shows, in-store displays, industrial events (single country), DVDs (up to 1000 copies), and software applications (including mobile apps and video games, up to 1000 copies/downloads).

COMP MUSIC LICENSE permits synchronizing watermarked Music in test, sample, comp, or rough cut evaluation materials. Distribution of Music to the public or its incorporation into final materials is prohibited. Altering or removing the Pichagraphix watermark from Music is not allowed.

RESTRICTIONS ON MUSIC USE

YOU MAY NOT:

• Sub-license, re-sell, lend, gift, or distribute the Licensed Music or its usage rights apart from the incorporated Production.
• Resell, redistribute, or share Licensed Music outside the specified terms.
• Produce or exploit audio products (records, CDs, mp3s) embodying Licensed Music alone, except as specified in the Production definition.
• Use Licensed Music with content that's pornographic, defamatory, libelous, obscene, illegal, or infringes third-party rights.
• Violate export laws by transferring Licensed Music into any country unlawfully.
• Make Licensed Music available as part of a production library, stock product, or collection.
• Make Licensed Music available as part of a production library, stock product, or collection.
• Use Licensed Music in an audio-only Production where music is the primary focus.

For PRO-free Music, you're responsible for any necessary public performance licenses. This TOS excludes "moral rights" or similar. Cue sheets for all Licensed Music (excluding PRO-free Music) must be submitted to Pichagraphix via email at admin@pichagraphix.com.

Pichagraphix may claim a share of "black box" or collective society distributions for PRO-free Music public performances. Productions incorporating Music can be published on UGC Platforms without claiming Music ownership or registration.

Copyright attribution, where customary, should be credited as:

"'[Music Title]' performed by [Artist], used under license from Pichagraphix"

3. PART III - WARRANTIES AND REPRESENTATIONS

Pichagraphix warrants and represents that:

• Pichagraphix's contributors have provided all necessary rights to Pichagraphix to enable it to grant the rights described in Part I and Part II, as applicable.
• Video and Images, in their original, unmodified form and utilized in strict compliance with this TOS and applicable laws, will not: i) infringe upon any copyright, trademark, or other intellectual property rights; ii) violate any rights of privacy or publicity of third parties; iii) contravene any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic, or obscene.
• Editorial content, when used in its original, unaltered state and in full compliance with this TOS and applicable laws, will not infringe upon the copyright of any third party. It's important to note that this warranty does not cover elements portrayed within the Editorial content.
• While Pichagraphix makes a concerted effort to ensure the accuracy of keywords, descriptions, and the classification of Visual Content as "Editorial Use Only", PICHAGRAPHIX MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT: I) ANY KEYWORDS, TITLES, OR DESCRIPTIONS; OR II) AUDIO IN VIDEO. For clarity, Pichagraphix will not provide indemnity or bear liability for any claims arising from inaccurate keywords, titles or descriptions, or any audio in Video.
• PICHAGRAPHIX MAKES NO WARRANTIES OR REPRESENTATIONS OTHER THAN THOSE EXPRESSLY STATED IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.

4. PART IV - INDEMNIFICATION AND LIABILITY

Subject to the terms hereof, and assuming you have not violated this or any other agreement with Pichagraphix, Pichagraphix will defend, indemnify, and hold you harmless up to the "Limit of Liability" specified below. This indemnification specifically covers your direct damages arising from a third-party claim directly related to Pichagraphix's breach of the explicit warranties and representations made in Part III, including associated costs (such as reasonable attorney's fees). Indemnification is contingent upon your prompt written notification to Pichagraphix of any such claim or potential claim, within five (5) business days from when you become aware or should have reasonably become aware of the claim. This notification must detail the claim as known to you (e.g., how the Content was used, contact information of the claimant, any relevant correspondence) and must be emailed to Pichagraphix at admin@pichagraphix.com.

Pichagraphix reserves the right to take over the handling, settlement, or defense of any claim under this indemnification. You are expected to cooperate with Pichagraphix in defending against such claim, and you may participate in any litigation at your own expense. You acknowledge that Pichagraphix is not responsible for any legal fees or other costs incurred by you or on your behalf before Pichagraphix has had the opportunity to review the claim's validity.

Pichagraphix will not be liable for any damages, costs, or losses resulting from modifications made to the Content or due to the context in which you use the Content.

Limits of Liability: Pichagraphix’s total maximum aggregate obligation and liability (the "Limit of Liability") for each of Customer’s:

• Standard Image Licenses shall be USD $10,000.
• Enhanced Image Licenses shall be USD $250,000.
• Standard and Enhanced Video Use Licenses shall be USD $10,000.
• Editorial Licenses shall be USD $25,000.
• Standard or Enhanced Music Licenses will be limited to the fee paid by you for the relevant Music asset.

For questions regarding the above, please contact Customer Service at

admin@pichagraphix.com.

You will indemnify and hold Pichagraphix, its officers, employees, shareholders, directors, and suppliers, harmless against any damages or liabilities arising from any use of the Visual Content beyond the uses expressly permitted by this TOS. Furthermore, you agree to indemnify Pichagraphix for all costs and expenses incurred in the event you breach any of the terms of this or any other agreement with Pichagraphix.

5. PART V - ADDITIONAL TERMS

Pichagraphix is not obligated to issue refunds under any circumstances unless required by law. All fees are non-refundable, even if your subscription is terminated before its term ends. You authorize Pichagraphix to charge all subscription fees for the term agreed upon at the time of purchase. Should Pichagraphix decide that you are entitled to a refund of any portion of the fees paid, such refund will be issued using the original payment method. If you are in the European Union and cancel your account within fourteen (14) days of payment, without having downloaded or licensed any Visual Content, Pichagraphix will refund your payment. To cancel your account, please contact Customer Service at admin@pichagraphix.com.

After your subscription plan expires, it will automatically renew under the same terms as your original plan. You can turn off automatic renewal at any time through your account settings. By subscribing, you grant Pichagraphix the right to charge you for each automatic renewal, unless you disable the feature in a timely manner.

Pichagraphix's fees do not include taxes. Any applicable taxes will be added to your purchase. If Pichagraphix is required to collect indirect and/or transactional taxes under your state or country's laws, you are responsible for such taxes. When necessary, you may need to self-assess tax according to your country's laws.

"Non-transferable" means that you cannot sell, rent, lend, give, sublicense, or otherwise transfer Content or the right to use Content, except for a one-time transfer to a third party for printing/manufacturing goods incorporating the Content. If any social media site uses Content beyond your license, you must remove derivative works incorporating Content from the site and notify Pichagraphix promptly at admin@pichagraphix.com.

You are expected to prevent third-party duplication of Content. Notify Pichagraphix if you become aware of any unauthorized duplication.

If notified by Pichagraphix, or if you discover that any Content is subject to a claim of infringement or other legal claim, or if Pichagraphix removes Content for business risk reasons, you must delete the Content from your systems and cease future use at your expense. Pichagraphix will provide comparable Content free of charge, under the terms of this TOS.

Should you use Content for client work, you must disclose client identities to Pichagraphix upon request.

Arbitration:

Any disputes arising from this TOS will be resolved through individual arbitration, not in court, under the rules of the American Arbitration Association or the International Centre for Dispute Resolution. The arbitration will take place in New York, in English, with one mutually agreed upon arbitrator. Each party covers its own arbitration costs. Certain claims, including intellectual property disputes and requests for emergency injunctive relief, may be taken to court. This arbitration agreement persists post-TOS termination.

Assignment of this agreement is not permitted without written consent from the other party, except Pichagraphix may assign this agreement within its corporate group or to a successor entity.

This TOS is governed by applicable law as detailed herein and is binding upon entry for the mutual benefit of both parties. If entering on behalf of an entity, you warrant authority to do so; otherwise, you assume personal liability. Pichagraphix may use your trademarks for promotional purposes following your trademark policies and will cease use upon request.

Content download limits are defined by the purchased product, with definitions for "day" and "month" based on purchase date. Coupons apply only to the first payment.

Invalid or unenforceable terms of this TOS affect only those specific terms, not the entire agreement, which remains effective.

Feedback from Pichagraphix is for TOS interpretation only, not legal advice. Pichagraphix disclaims liability for feedback provided.

This TOS benefits both parties exclusively, with no third-party beneficiaries. Breach of this or any agreement with Pichagraphix may result in account termination without refund.

Except as stated in the licenses and warranties sections, Pichagraphix grants no further rights or warranties and limits liability to the "Limit of Liability" applicable at the time of the claim, exclusive of legal fees and other costs, unless stated otherwise.

All Content is provided "as is," with Pichagraphix disclaiming all implied warranties. Responsibility for obtaining additional clearances for modified Content or specific uses rests with you.

Pichagraphix will report fraudulent activity to appropriate authorities and governs contracts and choice of law based on your subscription start date and billing address country.