November 2022

This license agreement between you and Maebzo explains how you can use any content you license from Maebzo. By downloading content from Maebzo, you accept the terms of this agreement.

 

1.  What types of licenses does Maebzo offer?

Maebzo offers royalty-free licenses for personal and professional use. Every file downloaded from Maebzo comes with a royalty-free license.

You can license images and videos from Maebzo through direct online purchase using PayPal, Apple Pay, Visa, MasterCard, American Express, Discover, Diner’s Club, and JCB.

You can use watermarked content from the Maebzo site on a complimentary basis for test or sample layout (composite) use only. Watermarked content cannot be used in any final materials or any publicly available materials and may only be used for no more than 10 days following download.

2.  How can I use licensed Maebzo content?
You may use content in any way that is not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by Maebzo are:
 

  • Continuous: No expiration or end date on your rights to use the content downloaded during your agreement.
  • Non-exclusive: You do not have exclusive rights to any licensed content. 
  • Worldwide: Content can be used in any geographic territory.
  • Unlimited: You can use the content in an unlimited number of projects and in any media. 

For purposes of this agreement, "use" means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish or otherwise make use of.

Examples of how you can use licensed content include: websites; blog posts; social media; advertisements; marketing campaigns; corporate presentations; newspapers; magazines; books; film and television productions; web and mobile applications; product packaging.

Please make sure you read the Restricted Uses section below for exceptions.

3.  Restricted Uses.

a. No Unlawful Use. You may not use content in a pornographic, defamatory, or other unlawful manner, or in violation of any applicable regulations or industry codes.

b. No Standalone File Use. You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use). 

c. 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, trade name, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content). 

d. Sensitive Use Disclaimer Required. 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.

e. No False Representation of Authorship. You may not falsely represent that you are the original creator of an end-use that is made up largely of licensed content. For instance, you cannot create a video based solely on licensed content and claim that you are the video creator/author.

f. No Products for Resale. You do not have unlimited 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 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).

Restriction

Products for resale/ Electronic templates

Royalty-free License

Up to 100,000 postcards, greeting cards or other cards, stationery, stickers, and paper products;

Up to 15,000 posters, calendars, or other similar publications, mugs or mousepads; or

Up to 4,000 t-shirts, sweatshirts, or other apparel, games, toys, entertainment goods like CDs or DVDs, framed or mounted artwork.

 

g. Unless expressly authorized by Maebzo, you may not use any items of content in connection with an immutable digital asset intended for sale (such as a non-fungible token).

h. No Machine Learning, AI, or Biometric Technology Use. Unless expressly authorized by Maebzo, you may not use content (including any caption information, keywords, or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, Maebzo does not represent or warrant that consent has been obtained for such uses with respect to model-released content.

4.  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. 

5.  Are there any seat/user license restrictions?

No. Content can be shared with multiple users or team sharing within a legal entity. The content may also be stored on a server (giving more than one person simultaneous access to the content).

6.  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 Maebzo immediately of any unauthorized use or other breaches of security; and (3) accept all responsibility for activity that occurs under each user account. Maebzo reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Maebzo 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. 

7.  Intellectual property rights. 

  • Who owns the content?
    All of the licensed content is owned by either Maebzo or the artists who supply the content. All rights not expressly granted in this agreement are reserved by Maebzo and the content suppliers.
  • Attribution.
    • 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 or in visual production credits: "Sourced from Maebzo.com" 
    • Do I need to include a video credit? Yes, if technically feasible, you must include the following credit in visual productions: "Sourced from  Maebzo.com"

8.  Termination/Cancellation/Withdrawal.

a. 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. You must also sign in to your account at least once per year to avoid the cancellation of your account. Maebzo 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 Maebzo 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. 

b. Refunds/Cancellation. 

  • Credit Refunds - Refunds for purchases can be made within 7 days of purchase if the file has not been downloaded. Refunds will take 5 - 10 days to appear on a customer’s statement.
  • File Download Refunds - Maebzo does not offer refunds for downloaded files. File returns will only be considered based on technical issues with the file at the sole discretion of Maebzo.

All requests for refunds/cancellations must be made via email at info@maebzo.com. If the request is approved, Maebzo 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.

c. Content Withdrawal.
Maebzo may discontinue licensing any item of content at any time at its sole discretion. Upon notice from Maebzo, or upon your knowledge, that any content may be subject to a claim of infringement of a third party's right for which Maebzo may be liable, Maebzo may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. Maebzo will provide you with replacement content (determined by Maebzo in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.

9.  Representations and Warranties.

Maebzo makes the following representations and warranties:

a. Warranty of Non-Infringement. Except for content identified as "editorial use only," your use of the content under this agreement and in the form delivered by Maebzo will not infringe on any copyright, moral right, trademark, or other intellectual property right and will not violate any right of privacy or right of publicity; and all necessary model and/or property releases for use of the content in the manner authorized by this agreement have been obtained. Note that you are solely responsible for any edits made to the content. 

b. "Editorial Use Only" Warranty Disclaimer. For content identified as "editorial use only," Maebzo warrants that the content will not infringe on any copyright or moral right of the artist, but it does not grant any right or make any warranty concerning the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content identified as "editorial use only," and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as "editorial use only," and that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release.

c. Caption/Metadata Disclaimer. While we have made reasonable efforts to correctly categorize, keyword, caption, and title the content, Maebzo does not warrant the accuracy of such information, or of any metadata provided with the content. 

d. No Other Warranties. Except as provided in the "warranty of non-infringement" section above, the content is provided "as is" without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Maebzo does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error-free.

10.  Indemnification/Limitation of Liability.

a. Indemnification of Maebzo by you. You agree to defend, indemnify and hold harmless Maebzo and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors, and employees from all damages, liabilities, and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.

b. Indemnification of you by Maebzo. Provided that the content is only used per this agreement and you are not otherwise in breach of this agreement, and as your sole and exclusive remedy for any breach of the warranties outlined in Section 9(a) above, Maebzo agrees, subject to the terms of this Section 10, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors, and employees from all damages, liabilities, and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by Maebzo of its warranty in Section 9(a) above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from Maebzo, or upon your knowledge, that the content is subject to a claim of infringement of a third party's right.

  • Legal Guarantee. Maebzo's total maximum aggregate liability (meaning the total amount Maebzo is responsible for, whether under this agreement or any other agreement for the same content) is limited to $50 US dollars per item of content. This limit applies regardless of the number of times you license the same piece of content from Maebzo. If you need a higher indemnification amount, please contact Maebzo. 

c. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation, in which case the indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal costs including attorney fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

d. Limitation of Liability. MAEBZO WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF MAEBZO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

11.  General Provisions. 

a. Assignment. This agreement is personal to you and is not assignable by you without Maebzo's prior written consent. Maebzo may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.

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

c. Electronic storage. You agree to retain the copyright symbol, the name of Maebzo, 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. 

d. Governing Law/Arbitration. This agreement will be governed by the laws of the State of Texas, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") if you are in North America, or of the International Centre for Dispute Resolution ("ICDR") or JAMS if you are outside of North America (the applicable rules to be at your discretion), in effect on the date of the commencement of arbitration to be held in one of the following jurisdictions (whichever is closest to you): Houston, Texas; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs including attorney fees relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Maebzo shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Maebzo, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.

e. 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. 

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

g. 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 Maebzo 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. 

h. Notice. All notices required to be sent to Maebzo under this agreement should be sent via email to info@maebzo.com. All notices to you will be sent via email to the email set out in your account.

i. Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value-added taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content. 

j. Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, Maebzo may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

k. Licensing Entity. The licensing entity under this agreement is Maebzo.