MYGALAPAGOS IMAGES CONTENT LICENSE AGREEMENT

LAST UPDATE: December 2020

This is a license agreement between you and MyGalapagos Images that explains how you may use photos, illustrations, vectors, and video clips (individually and collectively, the “content”) for which you are licensed by MyGalapagos Images. By downloading content from MyGalapagos Images, you agree to the terms of this agreement.

What types of license does MyGalapagos Images offer? MyGalapagos Images offers three types of license models: Royalty Free (“RF”), Rights Express (“D E “) and Rights Managed (“DG”). Royalty-free does not mean that the license is free. Instead, royalty-free means that the license fee is paid once and there is no need to pay other royalties if the content is reused. Royalty-free content is licensed for unlimited, perpetual, worldwide use, and the price is based on file size. Rights Managed and Rights Express content is licensed for specific uses, and pricing is based on factors such as size, placement, duration of use, and geographic distribution.

Sketch license: You are free to use content from the MyGalapagos Images site at no cost for proofs or samples (sketch images) only, for a maximum of 30 days after download. However, unless you purchase a license, the content may not be used in definitive materials or in publicly available materials. No other rights or guarantees are granted in the use for sketches.

How can I use the licensed content? You may use the licensed content in any way that is consistent with the rights granted below and is unrestricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted by MyGalapagos Images are:

Royalty Free Rights Agenciados / Rights – ready

Perpetual, means that your rights to use the content do not expire or have an expiration date. Worldwide, it means that the content can be used in any geographic territory. Unlimited, it means that the content can be used an unlimited amount of times. In each and every one of the media, it means that the content can be used in print, digital or other media or formats. Non-exclusive, means that you do not have exclusive rights to use the content. MyGalapagos Images may license the same content to other clients. For exclusive rights to use royalty-free content, please contact MyGalapagos Images to discuss the acquisition. Limited to a specifically selected use, medium, time period, print run, placement, content size or territory, and any other restrictions accompanying content on the MyGalapagos Images website (or any other content delivery method) or on an order confirmation or an invoice. Non-exclusive, means that, unless otherwise stated on the website, on your invoice, purchase order or separate agreement, you do not have exclusive rights to use the content. MyGalapagos Images may license the same content to other clients.

For the purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronize, perform, display, transmit, publish or use in any other way. Please be sure to read the Restricted Uses section below for exceptions.

Restricted Uses.

Illegal Use is not allowed. You may not use the content in a pornographic, defamatory or otherwise illegal way, or violate applicable regulations (including, in the case of sports content, any restrictions or credentials issued by a sports league or regulatory body) or the codes of the industry.

Commercial Use of Editorial Content is not permitted. Unless other rights are specified on the MyGalapagos Images purchase order or invoice, or granted pursuant to a separate license agreement, you may not use content classified as “editorial” for any commercial, promotional, or other purposes. infomercial (would warn ), advertising, sponsorship, merchandising or gambling / betting. This type of content does not include proprietary or model releases and is intended to be used only in connection with events or topics that are newsworthy or of interest to the general public.

Alteration of Editorial Content is not allowed. Content classified as “editorial” may be trimmed or otherwise modified for technical quality reasons, provided that the editorial integrity of the content is not compromised, but you may not otherwise alter the content.

The Use of Standalone Files is not allowed. You may not use the content in any way that allows others to download, extract, or redistribute the content as a separate file (that is, only to the content file itself, separate from the project or end use).

Sensitive Use Without Disclaimer Is Not Allowed. If you use content that features models or properties in relation to a topic that may be unflattering or overly controversial to a reasonable person (for example, sexually transmitted diseases), you must indicate: (1) that the content is being used only for illustrative purposes; and (2) anyone depicted in the content is a model. For example, you might say, “Stock photography. Posed by a model.” No disclaimer is required for content classified as “editorial” that is used in an editorial manner that is not misleading.

False Statements of Authorship Are Not Allowed. You may not falsely claim to be the original creator of a work comprised of mostly licensed content. For example, you can not create a work of art based solely on licensed content and claim that you are the author.

Restricted uses – unless another license is acquired. The following is prohibited without the prior written consent of MyGalapagos Images and the payment of an additional license fee:

“On Demand” Products are not allowed. Unless you purchase a custom license, you may not use content related to “on demand” products (for example, products in which a third party selects a licensed image to customize that product based on orders received), including but not limited to, postcards, mugs, t-shirts, calendars, posters, mobile phone wallpapers, or similar items (this includes selling products through custom websites and sites such as zazzle.com and cafepress.com).

Electronic Templates are not allowed. Unless you purchase a custom license, you may not use the content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, e-greeting card templates, brochures).

Use in trademarks or logos is not allowed. Unless you purchase a personalized license, you cannot use the content (in whole or in part) as a distinctive or outstanding feature of a brand, including service marks, figurative marks and logos, and of a design, name or denomination commercial . Additionally, you will not have the right to register (in any jurisdiction) said content (in whole or in part) as a trademark or trust such registrations, pre- use rights or intrinsic commercial value already generated to prevent the use of the content or content. similar by any third party (including us, our customers, or the copyright holder of such content).

The use of machine learning (Machine e Learning), Artificial Intelligence or biometric technology is prohibited . Unless expressly authorized by MyGalapagos Images, you may not use the content (which includes any information included in the captions, keywords or other metadata related to the content) for any machine learning or artificial intelligence purposes, or for any technology designed or intended for the identification of natural persons. Additionally, MyGalapagos Images does not represent or guarantee that consent has been obtained for such uses with respect to the authorized content of the model.

Exploitation of metadata is prohibited. Unless expressly authorized by MyGalapagos Images, you may not use the information included in the subtitles, keywords, accompanying text or other related metadata with content separate and apart from the content or allow any third party to access or use such related information. with the content.

Who, besides me, can use the licensed content? The rights granted to you are non-transferable and cannot be sub-licensed, which means that you cannot transfer or sub-license 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 such authority, then your employer or client cannot use the content. Vested rights only belong to you or your employer / customer, depending on the name that appears as the “licensee” at the time of purchase. In other words, if you buy a royalty-free image, only one of you (and not both) can reuse the image in multiple projects.

Restrictions on sharing and storing RF content. Please note that copyright-free content sharing and storage restrictions apply. Up to 10 individuals (in total, not at any one time) can use a content file, and all individuals must belong to the same legal entity; however, you can make RF content available for viewing by any of your employees, customers, and subcontractors. There are no restrictions on where each individual can store content. The raw content file cannot be provided to anyone outside of your legal entity except subcontractors. If you need the content to be available to more than 10 users, contact MyGalapagos Images to acquire rights for additional users. If you are downloading content under a compromised solution (i.e., a Premium Access license), unless you renew it before the end of its term, all sharing rights will end at the end of the term and all content must deleted from your shared server, your digital materials management system or other storage systems and should be stored only on individual devices.

There are no restrictions on the number of Users for Ultra images . If you purchase an Ultra images , there are no restrictions on sharing and storage and an unlimited number of users from the same legal entity can use the licensed content.

Subcontractors. You may allow subcontractors (for example, your printing or postal company) or distributors to use content in any production or distribution process related to your project or end use. These subcontractors and distributors must agree to be bound by the terms of this agreement and may not use the content for any other purpose.

User account. You will be responsible for monitoring all activity on each user account and agree to:

(a) maintain the security of all passwords and usernames;

(b) inform MyGalapagos Images immediately of any unauthorized use or other breach of security; and

(c) accept full responsibility for the activity that occurs in each of the user accounts.

MyGalapagos Images reserves the right to control downloads and user activity to ensure compliance with the terms of this agreement. If MyGalapagos Images determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and take other legal action.

Intellectual Property Rights.

Who owns the content? All licensed content is the property of MyGalapagos Images or its content providers. All rights not expressly granted in this agreement are reserved by MyGalapagos Images and the content providers. You cannot claim any rights to the income from a collecting society, a social media website, a content sharing platform or any other third party with respect to photocopying, digital copying, sharing, distribution or any other use. secondary of the licensed content.

Attribution.

Should I include credits in the photos? You do not have to include credits in photographs for commercial use, but if you are using the content for editorial purposes, you must include the credit alongside the content or production credits. If not otherwise indicated in the subtitle that accompanies the content on the MyGalapagos Images website, the credit must be in the following form:

[[Name of photographer] – [[Name of collection] via MyGalapagos Images

Do I have to include credits in the videos? If the licensed content is used in an audio / visual production in which credits are awarded to other providers of licensed material, you must include the credit in a similar size and placement. If not otherwise indicated in the subtitle that accompanies the content on the MyGalapagos Images website, the credit must be in the following form:

[[Video] [[Image] provided by [[Artist name] – [[Collection name] via MyGalapagos Images

Can I use the MyGalapagos Images name or logo, or the name and logos of its content providers? You may use the name of MyGalapagos Images and / or its content providers as necessary for attribution, but may not otherwise use their names, logos or trademarks without prior written permission.

Prices and renewal. At the end of the term, if your subscription establishes AUTOMATIC RENEWAL, you authorize MyGalapagos Images to charge or you agree to pay the subscription fees and taxes applicable at that time for the subscription according to the payment information registered. You can change your automatic renewal preferences in your MyGalapagos Images account. Your subscription can only be canceled as set forth in Section 8 (b). MyGalapagos Images may deactivate your subscription without prior notice if MyGalapagos Images is unable to complete a transaction through the payment information provided by you.

Termination / Cancellation / Withdrawal.

Termination. MyGalapagos Images may terminate this agreement at any time if you fail to comply with any of the terms of this or any other agreement with MyGalapagos Images, in which case you must immediately: discontinue use of the content; erase or destroy any copies; and, if requested, confirm to MyGalapagos Images in writing that you have met these requirements.

Social media termination. If you use the content on a social media platform or third-party website, and the platform or website uses (or announces that it plans to use) the content for its own purposes or in any way that is contrary to this agreement, The rights granted for such use will be terminated immediately and, in that case, at the request of MyGalapagos Images, you agree to remove any content from that platform or website.

Refunds / Cancellation. All refund / cancellation requests must be made in writing or using the cancellation function on the MyGalapagos Images website. Provided that the request is made within a period of thirty days and the licensed content has not been used, MyGalapagos Images can cancel the corresponding order and issue a full refund to your account or credit card. We do not offer credits or refunds for cancellation requests received after thirty days from your receipt of content, nor for research, laboratory, service, or subscription fees, all of which are non-refundable. In the event of cancellation, your rights to use the content will be terminated and you must delete or destroy any copies of the content.

Withdrawal of content. MyGalapagos Images may discontinue the license of any content at any time and at its sole discretion. From the receipt of the notice from MyGalapagos Images, or since it becomes known to you, that any content is subject to a claim of infringement of a right of a third party for which MyGalapagos Images could be responsible, MyGalapagos Images may request to immediately , and at your own cost, to: discontinue use of the content, delete or destroy any copies; and make sure your customers, distributors and / or employer do the same. MyGalapagos Images will provide you substitute content (determined by MyGalapagos Images based on its reasonable commercial valuation) free of charge, subject to the other terms of this agreement.

Declarations and Warranties. MyGalapagos Images makes the following representations and warranties:

No Infringement Guarantee. For all licensed content (excluding content classified as “access only”), MyGalapagos Images warrants that your use of such content in accordance with this agreement and in the form in which it was delivered by MyGalapagos Images (ie excluding any modifications , overlap, or redirect you make) will not infringe any intellectual property rights of the content owner / creator.

Other Warranties for Certain Content.

RF: In the case of licensed content royalty-free (excluding content classified as “editorial”), MyGalapagos Images guarantees that your use of such content in accordance with this agreement and in the form in which it was delivered by MyGalapagos Images (es that is, excluding any modification, overlap or redirection made by you) will not infringe any trademark or other intellectual property right, and will not violate any right to privacy or personality.

D A / DE: For content licensed with agency rights or with express rights for which MyGalapagos Images specifically informs you that a model / property release has been obtained, MyGalapagos Images guarantees that your use of such content in accordance with this agreement and in the form in which it was delivered by MyGalapagos Images (that is, excluding any modification, overlap or reorientation that you make) will not infringe, if a property authorization has been obtained, any registered trademark or other industrial property right and / or it will not violate, if a model authorization has been obtained, any right to privacy or personality.

Warranty Exclusion. Unless specifically warranted above, MyGalapagos Images does not grant any rights or guarantees with respect to the use of registered, unregistered names, persons, trademarks, trade images, logos or audios, designs, works of art or architecture. or copyrighted, which are represented or included in the content. In such cases, you are solely responsible for determining whether authorization (s) is required in connection with the proposed use of the content, and you are solely responsible for obtaining such authorization (s). You acknowledge that, in general, authorizations are not obtained for content identified as “editorial”, and that some jurisdictions offer legal protection against the use of the image or representation of a person or property for commercial purposes, where it has not been granted. An authorization. You are solely responsible for the payment of any amount that may be owed, and for compliance with any other term, of any collective agreement that may be applicable for your use of the licensed content.

Caption / Metadata Disclaimer. Despite having made reasonable efforts to correctly categorize, encode, subtitle and title the content, MyGalapagos Images does not guarantee the accuracy of such information, or of any metadata provided with the content.

No other warranty. Except as provided in the previous section, the content is provided “as is”, without representations, warranties or conditions of any kind, whether implicit or explicit, including, but not limited to, implicit representations, warranties or conditions of merchantability or suitability for a specific purpose. MyGalapagos Images does not represent or warrant that the content or its websites will be tailored to your needs or that use of the content or websites will be uninterrupted or error-free.

Indemnification / Limitation of Liability.

Indemnity for MyGalapagos Images. You agree to defend, indemnify, and hold harmless MyGalapagos Images, its parent company, subsidiaries, affiliates, and content providers, as well as each of their respective agents, directors, and employees from all damages, liabilities, and expenses (including legal fees reasonable externalities) arising out of, or in connection with ( a ) any use you make of the content outside the scope of this agreement; ( b ) any breach or alleged breach on your part (or anyone acting on your behalf) of any of the terms of this or any other agreement with MyGalapagos Images; and ( c ) your failure to obtain a required authorization for your use of the content.

Indemnity to you. Provided that you do not breach this or any other agreement with MyGalapagos Images, and under your sole and exclusive compensation for any breach of the guarantees indicated in Section 9 above and solely for Music, the “Additional Warranties” as set forth in expressly in Section 5 of the MyGalapagos Images Music License Agreement, MyGalapagos Images agrees, subject to the terms of this Section 10, to defend, indemnify, and hold harmless you, your parent company, subsidiaries and affiliates, as well as each one of their respective agents, directors and employees for all damages, liabilities and expenses (including reasonable external legal fees) arising out of, or in connection with, any breach or alleged breach of MyGalapagos Images with respect to its warranties in Section 9 above and solely for Music, the “Additional Warranties” as expressly set forth in Section 5 of the Music Agreement. Music from MyGalapagos Images. This compensation will not apply to the extent that the damage, cost or loss arises or results from modifications made by you to the content or the context in which you have used it. This compensation will also not be applicable in case of continued use of the content after the notice of MyGalapagos Images, or when you become aware, that the content is subject to a claim for violation of the rights of a third party.

The party claiming compensation must immediately notify the other party of the claim in writing. The compensated party (the one that covers the costs) has the right to assume the management, agreement or defense of any claim or litigation. The indemnified party (the one who does not cover the costs) has to cooperate in any way with requests reasonably required by the indemnified party . The indemnified party shall not be liable for legal fees or other costs incurred before the other party has notified the claim for which it seeks to be indemnified.

Limitation of Liability. MYGALAPAGOS IMAGES SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY LOSS OF PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES ARISING FROM OR ARISING OUT OF ANY COST. MYGALAPAGOS IMAGES ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR IMPLIED LIABILITY.

General disposition.

Assignment. This agreement is personal to you and may not be assigned without the prior written consent of MyGalapagos Images. MyGalapagos Images may assign this agreement, without notice or consent, to any corporate affiliate or transferee of its interests, provided that said entity agrees to be bound by these terms.

Audit. With prior notice to that effect, you agree to provide MyGalapagos Images with sample copies of projects or end uses that include the licensed content, including the possibility of providing MyGalapagos Images free access to any website or platform with restricted access, where it is reproduced the content. In addition, upon notice, MyGalapagos Images may, in its sole discretion, either through its own employees or third parties, audit your records directly related to this agreement and your use of the licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment on your part to MyGalapagos Images of five percent (5%) or more of the amount you should have paid, then, in addition to paying MyGalapagos Images the amount corresponding to the underpayment and other repairs to to which MyGalapagos Images is entitled, you also agree to reimburse MyGalapagos Images for the costs of conducting the audit.

Electronic storage. You agree to maintain the copyright symbol, the MyGalapagos Images name, the content identification number and any other information or metadata that may be embedded in the electronic file that contains the original content, as well as to maintain appropriate security to protect the content of the unauthorized use of third parties. You may make one (1) copy of the content as a backup copy.

Any dispute arising out of, or related to, this agreement will be definitively resolved through binding and confidential arbitration by a single arbitrator selected in accordance with the rules and procedures for the selection of arbitrators .

Divisibility. If it turns out that one or more of the provisions in this agreement are invalid, illegal or unenforceable in any respect, the validity, legality and running dora the other provisions will not be affected. Such provisions should be corrected only to the extent necessary to make them applicable.

Resignation. No action by either party, other than an express written waiver, may be construed as a waiver of any of the provisions of this agreement.

Comprehensive Agreement. No terms can be added or removed from this agreement, unless it is in writing and accepted in writing by both parties, or issued electronically by MyGalapagos Images and accepted in writing by you. In the event of any inconsistency between the terms of this agreement and the terms contained in any purchase order submitted by you, the terms of this agreement will apply.

Notice. All notifications to be directed to MyGalapagos Images under this agreement must be sent by email to legal@mygalapagos.info . All notifications addressed to you must be sent by email to the email address indicated in your account.

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

Interest on Overdue Invoices. If you fail to pay an invoice in full within the specified period, MyGalapagos Images may add a service charge of 1.5% per month or the lesser amount that is allowed by law, on any unpaid balance until receive the corresponding payment.

Licensing Entity. The licensing entity for MyGalapagos Images under this agreement is determined by your billing address based on the table found here.

MYGALAPAGOS IMAGES MUSIC LICENSE AGREEMENT

Last Updated: December 2020

The following are additional terms to your license agreement with MyGalapagos Images (the “Agreement”) that apply to Music and are hereby included as part of it . The term “content” in the Content Use License Agreement, which is part of the Agreement, also includes “Music”. By downloading Music from MyGalapagos Images, you accept the following terms and conditions in addition to the Content Use License Agreement. All terms defined in the Agreement will have the same meaning in these additional terms.

What type of license does MyGalapagos Images offer for Music content? MyGalapagos Images offers Music in a royalty-free license model.

How is Music used? Subject to the rest of the terms of the Agreement, including all restrictions and limitations of these additional musical terms, for Music, MyGalapagos Images grants you a direct, non-exclusive, worldwide and perpetual right, which includes the mechanical rights and execution to use and Synchronize the Music in a Work and to Copy and Disseminate the Work in all media, an unlimited amount of times. You can edit the Music, provided that said change (i) does not modify the fundamental character of the part of the Master that is used; and ( ii ) does not give rise to conflicts of ownership of rights or claims, including copyright, on its part in relation to the resulting recording or edited composition