Our Content License Agreement outlines the available licenses, rights and ownership details, and the permitted uses of each license. The document covers the standard Royalty-free License as well as the Extended License options.
1. Ownership and Limited Transfer
Each Member retains all rights to their Content, including copyright, title, and all other intellectual property rights. The Client agrees that, except for the rights expressly granted by Mark Maya Photo under this Agreement, no rights in any Content are granted to the Client at any time.
Mark Maya Photo agrees to a limited transfer of granted rights between a Client authorized to purchase on behalf of another or between a Client and a third party, where the third party is integral to the creation of the final Work (for example, a printer, designer, or social media manager), provided those parties agree to the terms of this Agreement. If you have questions about whether an intended transfer falls within this limited right, please contact [email protected]
2. Grant of Sublicense
- Standard License
Subject to all terms of this Agreement, Mark Maya Photo grants the Client a perpetual, worldwide, non-exclusive, non-transferable, and non-sublicensable license in the Content; and the Client may use the Content in the creation of Works and modify, reproduce, transmit, or display the Content.
Without the purchase of an Extended License (Multi-Seat, Product for Resale, and/or Unlimited Print) or written permission from Mark Maya Photo, the Client may not allow the Content to be accessed by more than one user, use Content in a template or on-demand product, or for any other use not expressly granted in this section. For questions regarding use of Content or to clarify use details, Mark Maya Photo encourages Client to contact [email protected]
The Standard License allows use in:
- advertising, editorial, and promotional projects, up to 500,000 hard copies. This includes but is not limited to promotional materials, product packaging, book covers, presentations, catalogues, magazines, or newspapers;
- online, electronic, and mobile publications and applications for an unlimited number of impressions. This includes but is not limited to websites, e-book covers, online album or playlist covers, broadcast media, and mobile application or video game backgrounds or elements where the content is not contributing to the core value; or
- any social media platform, but where no modification is made to the photograph or video, an attribution must accompany the social media post with specific mention of the original Artist’s name and Mark Maya Photo. Mark Maya Photo asks that you consider properly embedding Content or limiting the filesize of Content posted to social media as a best practice to protect the artist’s copyright.
- Extended License Options
A Client may purchase an Extended License to expand upon the usage rights granted in the Standard License, subject to all provisions of this Agreement. Extended license options below may be stacked to achieve the necessary usage rights.
- Multi-Seat License:Allows for any number of users within the same organization to use the Content, so long as all users agree to be bound by the provisions of this Agreement, and that the Client remains liable for all use by additional users. This license is required for any Content that will be stored on a server or content management system for simultaneous or team access. Use by global offices, non-branded affiliates, and non-direct subsidiaries is not included in the Multi-Seat License.
- Unlimited Print License:Allows Client to make an unlimited number of hard copies of items described in Section 2(a)(i) above; and unlimited copies of hard copy prints, posters and other reproductions for personal use, but not for business use, resale, license, or other distribution. Purchase of this license includes a complimentary Multi-Seat license.
- Products for Resale License:Allows for incorporation of Content or derivatives into products intended for resale or other distribution (including, in some cases, when distributed for free) where Content provides the core value of the product. Such products include, but are not limited to, posters, calendars, stationery items, e-cards, on-demand products both tangible and electronic, photo books, stickers, mugs, apparel, artwork, screensavers or wallpapers (including mobile), templates (including but not limited to turn-key websites, pre-formatted emails or newsletters, or blog or CMS themes). Purchase of this license includes a complimentary Multi-Seat license.
- Market Freeze License: Allows for exclusive use of the Content for a period of time (a “Market Freeze Period”), beginning at the date of purchase and lasting for the period chosen by the Client at the time of purchase. During the Market Freeze Period Mark Maya Photo will not license the Content to any other Client. Use of the Content during a Market Freeze Period will be in accordance with this Agreement. Client acknowledges and agrees that there will be no restriction on the grant of any license or other right to the Content before or after the Market Freeze Period, and previous licensees of the Content will have the right to continue using the Content during the Market Freeze Period. Client may continue non-exclusive use of Content in perpetuity. Purchase of this license includes the following complimentary Extended Licenses: Multi-Seat, Unlimited Print, and Products for Resale (excluding 3 month Market Freeze licenses).
- Sensitive Use License:Allows for the use of Content in a way that would otherwise be prohibited or restricted under Sections 3(m). This license requires the explicit permission of the photographer and the model(s) in the Content to be licensed and must be negotiated by contacting Mark Maya Photo directly at [email protected] Please allow additional time when purchasing this license, as obtaining the necessary permissions and signatures may cause delays.
3. Restrictions on Use
Without limiting any previously mentioned restrictions, the Client acknowledges and agrees that they will not do any of the following, unless Client has contacted [email protected] and arranged specific terms in writing and signed by both parties:
- sell, sublicense, assign, convey, share, or transfer any Content, in whole or in part, or rights thereto to any person or entity except as expressly permitted under this Agreement; or
- sell or distribute Content or Work containing Content in any way that allows the Content to be extracted, accessed, or downloaded as a stand-alone file; or
- use, reproduce, distribute, or display the Content in a way that is considered by Mark Maya Photo or under applicable law, to be considered pornographic, obscene, infringing, or defamatory in nature or that would be reasonably likely to bring any person or property reflected in the Content into disrepute; or
- without the purchase of a Multi-Seat Extended License, download or store the Content or allow access on more than one computer or in a library or content-management system; or
- without the purchase of an Unlimited Print Extended License, use Content in a print run over 500,000 copies; or
- without the purchase of a Products for Resale Extended License, use, reproduce, or distribute the Content in connection with any goods or services intended for resale or distribution where primary value lies in the Content itself; or
- incorporate the Content into a trade, design, or service mark; business name; or logo; or
- make use of any audio that may, in some circumstances, accompany video content; or
- take any action in connection with the Content that violates any law, regulation or statute in an applicable jurisdiction; or
- post Content that has not been altered on social media or use the Content in an editorial manner without the following credit adjacent to the Content in print or in credits for audio/visual productions, including a link to www.markmayaphoto.com where technically feasible: “© [Name of Member] / Mark Maya Photo United”; or
- use Content in any way that suggests or implies that any individual in the Content is personally endorsing any product, service, idea, or site, including but not limited to attributing quotes to or creating fake online profiles for an individual including promotion or marketing materials (for example, on political materials or dating apps); or
- use the Content that includes an identifiable model in connection with a subject that would be unflattering, embarrassing, or unduly controversial to a reasonable person (and not otherwise restricted by Section 3(m)), without Client accompanying each use with a conspicuous statement that indicates that (i) the Content is being used for illustrative purposes only; and (ii) that the person depicted is a model. Such subjects include but are not limited to medical issues, menstruation, relationship concerns; or
- use any Content that includes an identifiable model in a manner that depicts such person in a potentially sensitive subject matter; including, but not limited to actual or implied sexual activity, substance abuse and recovery, sexually transmitted infections, mental health concerns and disorders, abuse, abortion, promotion of tobacco use, or any implication that the model engages in activity that is immoral or illegal. The only exceptions to this restriction are Assets where it is clear that the intended purpose of the Asset is to convey such a sensitive use or where a Sensitive Use Extended License has been negotiated and purchased. For any questions related to what constitutes “identifiable” or “sensitive,” please contact [email protected]
- Each asset detail page lists the type and number of releases available for that asset.
- Model and property releases are available to clients upon request, but all identifying information will be redacted to protect private information.
Client is responsible for any and all applicable taxes, customs, or duties imposed by any jurisdiction as a result of any license purchased by Client.
6. Payments and Pricing
- Current pricing information may be found HERE.
- Invoice payment terms will be net-30. This includes any Client purchasing on behalf of another entity, regardless of when the end user pays the purchasing Client.
- Failure to pay will be considered a material breach of this Agreement.
- Any invoice paid constitutes a binding agreement with Mark Maya Photo.
7. Warranties and Disclaimers
- Subject to all terms and conditions contained in this Agreement, Mark Maya Photo represents and warrants that, to the best of its knowledge, the use by the Client of the Content as provided and as authorized in this Agreement will not infringe or violate the intellectual property rights, publicity rights, or privacy rights of any third party.
- Mark Maya Photo does not hold licenses for any audio tracks that may, in rare circumstances, accompany video Content. The Client has no rights to use such tracks.
- Except as set forth in this Agreement, the Content is provided “as is” and Mark Maya Photo makes no further representations or warranties as to the Content, including as to the accuracy of titles and descriptions.
8. Indemnification and Limitations
- Subject to the provisions below, the Client agrees to defend, indemnify, and hold Mark Maya Photo and its subsidiaries, commonly owned or controlled affiliates, and their respective officers, directors, employees, members, contractors, owners, agents, representatives, licensors, and (sub)licensees (collectively, “Indemnitees”) harmless from all claims, damages, liabilities and expenses (including reasonable legal fees) arising from:
- the Client’s breach of any warranties or obligations under this Agreement, and
- from any and all uses of the Content by the Client resulting from the Client’s modification of the Content, the combination of the Content with any other work(s), and the context in which the Content is used.
- Subject to the provisions below, Mark Maya Photo agrees to defend, indemnify and hold Client and its subsidiaries, commonly owned or controlled affiliates, and their respective officers, directors, and employees harmless from all claims, damages, liabilities, and expenses (including reasonable legal fees) arising from a breach of the representations and warranties set forth above. This section will not apply if the use and/or distribution by the Client of the Content has at any time not been in accordance with the terms and conditions of this Agreement or if the Client is otherwise in breach of this Agreement.
- Each party’s indemnity obligations are conditioned on the indemnified party
- promptly providing the other party with written notice of any claim or threat of a claim;
- giving the indemnifying party control of any defense or settlement, provided that the indemnifying party will not make any settlement that imposes any material obligation on the indemnified party without prior written agreement of the indemnified party.
- cooperating fully with the indemnifying party in the defense of any such claim or matter, including production of all reasonable related information.
- Except for any liability which cannot by law be excluded or limited, in no event will the Indemnitees’ total liability to the Client arising from this Agreement, or the use of any Content licensed hereunder, exceed ten thousand dollars ($10,000.00) regardless of the number or type of claims and regardless of the number of times that the Client licenses the same content from Mark Maya Photo. The foregoing exclusions and limitations are applicable notwithstanding any failure of essential purpose.
- The foregoing states the entire obligation of Mark Maya Photo and the other Indemnitees, and the sole remedy of the Client, with respect to any breach of the representations and warranties above. This indemnity section will survive the termination of this Agreement.
Mark Maya Photo may terminate this Agreement at any time without notice if Client fails to comply with any provision of this Agreement. Upon termination, Client must cease use of any Content and delete Content from any of Client’s computers or systems. Mark Maya Photo realizes that in some cases, removal of content will not be possible. Termination will only be used as a last resort.