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Provicy Policy

PxBee Licensing Agreement

Standard Royalty Free (RF) License
  • This Agreement governs the contractual relationship between you and Everimaging Ltd., who obtains permission from the Authors of Licensed Images and who runs photo licensing service under the name of PxBee (hereinafter "PxBee"). You can find the most recent version of the License Terms at the website: www.pxbee.com.
  • Any image offered for licensing at PxBee under the Standard Royalty Free License (hereinafter “Standard RF License” or “Standard RF”) may only be used in compliance with the following license terms.

1. Definitions

  • In this Agreement, the following definitions apply:
  • 1.1 "Image Provider", "Author", "Copyright Owner" and "Licensor": the Image Provider is the person who uploads a photographic work to PxBee; the Author is the person who creates or originates this photographic work, and, who independently owns the complete components of both moral rights and economic rights of this photographic work; the Copyright Owner is the one who owns at least the economic rights of a photographic work; the Licensor is the one who entitles to execute the licensing of this photographic work. PxBee only accepts submission from the Author of a photographic work. Therefore, in this Agreement, the same meaning applies to "Author" and "Copyright Owner".
  • 1.2 "Licensee" means a person or an entity that purchases a license of an image from PxBee.
  • 1.3 "Licensed Image" means any still image protected by copyright laws, whether generated optically, electronically, digitally or by any other means, made available to the Licensee by PxBee under this Agreement.
  • 1.4 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or part of any Licensed Image, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Image, and the creation of any derivative work from, or that incorporates, the Licensed Image.
  • 1.5 "Licensee Work" within the meaning of this Agreement is an end product or service that has been created by or on behalf of the Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Image as well as other material.
  • 1.6 "Commercial Use" within this Agreement means that the use of the Licensed Image in connection with the operation of a business and/or any advertorial use.
  • 1.7 "Editorial Use" means the use of the Licensed Image in connection with events that are newsworthy or of general interest. The use shall be within the context of editorial or journalistic print and online articles, i.e. text-based publications and contributions which use the Licensed Image to explain and/or illustrate their respective content, or use the Licensed Image to disseminate information.
  • 1.8 "Multi-seat" means within a legal entity (typically a company) or an organization with multiple persons, namely employees or anyone who agrees to abide by the restrictions of this Agreement may use the Licensed Image on behalf of the entity or organization. Therefore a "Multi-seat" license includes the right to transfer files containing the Licensed Image or permitted derivative Licensed Image to the above mentioned persons within a company or organization.
  • 1.9 "Embedded Resale" within this Agreement means incorporating the Licensed Image into the merchandise for sale or distribution (except for "print on demand"), including clothing, magnets, posters, online or paper greeting cards, mugs or T-shirts, provided the merchandise contains text or written words and the Licensed Image constitutes only part of the whole value in the merchandise. For avoidance of doubt, resale / distribution of the Licensed Image itself (including but not limited to as artwork on a wall) does not belong to Embedded Resale but Sublicensing, which is prohibited under any of the PxBee licenses.
  • 1.10 "Sublicense", "Sublicensing" or "Standalone Resale" means that a Licensee makes available the Licensed Image to a third party for use, without permission from the Author or the Licensor. This includes but is not limited to providing the services of on-demand printing, sharing (regardless of whether paid or free of charge), distributing and selling the Licensed Image itself (Standalone Resale).
  • 1.11 "Non-exclusive" is an attribute of a general license, which has no restriction for the Author in allowing any number of other Licensees to use the same Licensed Image.
  • 1.12 "Royalty Free (RF) License" is a license which grants the Licensee the right to use a Licensed Image based on a one-time payment of the license and no further royalties have to be paid for the same usage of the same Licensed Image in the future. The Licensed Image can, therefore, be used for an unlimited number of times subject to the license terms without the need to obtain additional licenses.
  • 1.13 "Subscription License" is a license which grants the Licensee the right to use a certain number of Licensed Images within a subscription period. Licensed Images downloaded during previous subscription periods can only be used on condition that the Licensee pays subscription fees continuously. Once the Licensee stops paying subscription fees, the Licensee’s right to the Licensed Images expires and terminates.
  • 1.14 "One-Time License" is a license which grants the Licensee the right to use one Licensed Image once only within a single Licensee Work. This license is typically sold when the Licensee would like to embed a Licensed Image as one of the design elements inside a Licensee Work by using the Fotor photo-editing or online-design tool set. The single Licensee Work in this case is also called the Licensee’s Fotor Design Work.
  • 1.15 "Size" or "Dimension" in this Agreement means the number of pixels along the width or the height of a Licensed Image. In order to avoid any confusion, "Size" or "Dimension" in this Agreement has no relation to the printed physical size or the file size of a Licensed Image.
  • 1.16 "Model Release" is a legally binding document indicating that the subject(s) shot in a photo ("Model") grant(s) the Photographer permission to use their portrait in a commercial context. In common industry practice, the Model usually agrees to grant this permission to buyers who purchase a commercial license of the photo as well. PxBee only accepts Model Releases with such transferable permission.

2. License Terms

  • 2.1 This is a Royalty Free License (RF). In compliance with the License Terms, PxBee grants the Licensee a worldwide, non-exclusive, nontransferable, non-sublicensable right to use in whole or in parts in perpetuity the Licensed Image. "Use" in this license includes the right to reproduce, to present, to make available and to perform in public, to alter, to edit, publish or disseminate the Licensed Image subject to these License Terms.
  • 2.2 Apart from use in a private sphere, this license allows Commercial Use of the Licensed Image. IMPORTANT: if a Licensed Image with a portrait is not explicitly accompanied by a Model Release, and, the Licensee is unable to obtain, verify or avoid such consent from the person represented in the Licensed Image, this license will fall back to Editorial Use only.
  • 2.3 When creating Licensee Work using a Licensed Image, the right to process the respective Licensed Image is also granted as part of the License Terms. The same applies to subsequent use of the Licensee Work.
  • 2.4 This is a Multi-seat license. For the avoidance of doubt, if this license is granted to a person instead of a company or an organization, the license is limited to a single-seat one thus only the Licensee can use the Licensed Image.
  • 2.5 The RF License allows the Embedded Resale defined in this Agreement. For the avoidance of doubt, the Licensed Image on a stand-alone basis is not allowed for resale under any circumstances. Standalone Resale is a material breach of this Agreement.

3. Prohibited Use

  • As part of the RF License and unless you receive prior written consent from the Author or from the Licensor, the following uses are PROHIBITED:
  • 3.1 Use a Licensed Image other than as specified in these License Terms.
  • 3.2 Embedded Resale. If the Licensee’s usage includes scenarios covered by Embedded Resale defined in this Agreement, an Extended RF License shall be purchased.
  • 3.3 Resell, redistribute, provide access to, share or transfer the Licensed Image. This restriction includes in particular and above all products exclusively or mainly depicting the Licensed Image, i.e. wherein the Licensed Image is used without any textual reference, such as being linked to a script or to other graphic elements.
  • 3.4 Publicly display a Licensed Image as a digital file on the internet or in a digital format without imposing technical or written restrictions intended to prevent the use of such Licensed Image by third parties. Activate the "right-click" function on the Licensed Image to enable download or enable use of the Licensed Image by third parties.
  • 3.5 Use a Licensed Image in connection with content that is offensive, defamatory, racist, pornographic, in violation of youth protection laws, or that glorifies violence, or in connection with any other manner of illegal content. This applies in particular with regard to the person depicted in the Licensed Image.
  • 3.6 Use a Licensed Image in a manner that infringes any third-party trademark or other intellectual property rights, or that would give rise to a claim of deceptive advertising or unfair competition.
  • 3.7 Use a Licensed Image (in whole or in part) as a trademark, service mark, logo, or other indication of origin.
  • 3.8 Falsely represent, expressly or by way of reasonable implication that the Licensed Image is created by any person other than the Author of that Licensed Image.

4. Model and Property Release

  • 4.1 Third-party rights depicted in the Licensed Image shall be respected.
  • 4.2 PxBee will indicate whether a Licensed Image with a portrait is accompanied with a Model Release by placing either a descriptive text aside or a graphic mark on the Licensed Image. For Licensed Images without such an indication, it will be the Licensee’s sole responsibility to obtain or avoid such consent if Licensee intends to use the Licensed Image in a commercial context. Otherwise, the Licensed Image with the portrait is permitted for Editorial Use only.
  • 4.3 Apart from the Model Release detailed above, it will be the Licensee’s sole responsibility to obtain or avoid any other consent required for the Licensee’s intended use of the Licensed Image, including but not limited any consent required from trademark owners, building or land owners or owners of any other intellectual property depicted in the Licensed Image.

5. Invoicing

  • 5.1 Only electronic invoices will be issued and delivered to the Licensee by email or file transfer / download via the Internet.
  • 5.2 The Licensee that requests an invoice shall apply at PxBee website or to customer support and shall provide all necessary information required by tax authorities. If the Licensee is a legal entity registered in mainland China, the Unified Social Credit Number of such entity is required as well.
  • 5.3 PxBee shall not be liable for any error on invoice that results from the entry of incorrect information provided by the Licensee. If such errors do occur, the Licensee shall contact PxBee as soon as possible, and at the latest on the last work day of the month where the incorrect invoice has been issued. Change requests delivered after normal working hours (between 9:00 – 18:00, GMT +8) on the last working day of a month cannot be processed at all.

6. Representations and Warranties

  • 6.1 PxBee warrants that the Licensed Image can be downloaded once within 24 hours from the moment when payment is successfully received. As all Licensed Images at PxBee are stored, reproduced and transmitted in the form of digital files, a Licensed Image is instantly delivered to the Licensee once it is downloaded. In light of this, PxBee does not offer a refund for any downloaded Licensed Image. A replacement of the Licensed Image at the same price under the same license as the one purchased will be offered if the Licensed Image is never downloaded due to unrecovered file corruption at the server end or the permanent removal by the PxBee/Copyright Owner.
  • 6.2 As a platform running licensing service on behalf of Copyright Owners, PxBee warrants that for all Licensed Images, PxBee has verified the identity of each Image Provider and requested a copyright commitment from the Image Provider. The Licensee’s use of the Licensed Image in accordance with this Agreement will not infringe the Author’s copyright. When provided with notification of possible copyright infringement, PxBee shall reveal the information of the Image Provider to the Licensee, Copyright Owner, judicial or administrative authorities.
  • 6.3 For a Licensed Image indicated with the Model Release as specified in Section 4.2 of this Agreement, when provided with notification of unauthorized use of a person’s portrait, PxBee shall reveal the whole deck of documents related to the Model Release to the Licensee, the rights holder(s), judicial or administrative authorities.
  • 6.4 The Licensee warrants that Licensed Image will only be used in accordance with the terms in this Agreement. The Licensee shall take full responsibility and liability for use outside of the scope or time period specified in this Agreement.
  • 6.5 The Licensee warrants that requisite security means will be taken to protect the Licensed Image against being obtained by unauthorized third parties, when the Licensed Image is stored, reproduced or transmitted.
  • 6.6 Other than as expressly provided in this Agreement, the Licensed Image is provided "as is" without representation, warranty or condition of any kind, either express or implied, including but not limited merchantability or fitness for a particular purpose. PxBee does not represent or warrant that the Licensed Image will meet any requirements of the Licensee. The entire risk as to the quality and performance of the Licensed Image to achieve a specific result is with the Licensee.

7. Liabilities and Indemnification

  • 7.1 Provided Licensed Image is only used in accordance with this Agreement and the Licensee is not otherwise in breach of this Agreement, if PxBee fails to verify the source of a Licensed Image, PxBee shall defend, indemnify and hold harmless the Licensee from all damages, liabilities and expenses (including reasonable outside lawyer’s fees), arising out of or as a result of claims by third parties relating to copyright infringement.
  • 7.2 Provided Licensed Image is only used in accordance with this Agreement and the Licensee is not otherwise in breach of this Agreement, if PxBee falsely indicates on a Licensed Image the availability of the Model Release that is actually not obtained or verified, PxBee shall defend, indemnify and hold harmless the Licensee from all damages, liabilities and expenses (including reasonable outside lawyer’s fees), arising out of or as a result of claims by third parties relating to unauthorized use of a portrait.
  • 7.3 The Licensee agrees that any use of a Licensed Image outside of the scope or time period (collectively, unauthorized use) as specified in this Agreement entitles PxBee to charge the Licensee the Overdue Payment. Both parties agree to determine or to calculate the Overdue Payment as specified in Section 7.4.
  • 7.4 The Overdue Payment that PxBee entitles is determined as per the last license that the Licensee has purchased for a Licensed Image.
  • 7.4.1 If the last license that the Licensee has purchased for a Licensed Image is a Subscription License (monthly or annually), any use of any downloaded Licensed Image outside of the subscription period entitles PxBee to charge the Overdue Payment calculated by the formula: [Overdue Payment] = [Number of months between the date of last subscription fee successfully paid and that of the latest use of the Licensed Image] X [current monthly subscription price specified at PxBee website]. If the Licensee’s previous subscription is an annual one, the monthly subscription price is calculated as 1/12 of current annual subscription price.
  • 7.4.2 If the last license that the Licensee purchased for a Licensed Image is a One-Time License, any use of the Licensed Image outside of the Licensee’s Fotor Design Work entitles PxBee to charge the Overdue Payment calculated as five (5) times the current price of the Extended Royalty Free License for the Licensed Image at its largest Size.
  • 7.4.3 If the last license that the Licensee has purchased for a Licensed Image is a Standard/Extended Royalty Free License for a smaller size, any use of the Licensed Image at its larger size entitles PxBee to charge the Overdue Payment calculated as five (5) times the difference between the current price of the Standard/Extended Royalty Free License for the largest Size and that for the smallest Size.
  • 7.4.4 If the last license that the Licensee has purchased for a Licensed Image is a Standard Royalty Free License, any Embedded Resale entitles PxBee to charge the Overdue Payment calculated as 5% of the total sales of the products that include the Licensed Image. In case that no sales revenue can be validated, the amount shall be determined as five (5) times the current price of the Extended Royalty Free License for the Licensed Image at its largest Size.
  • 7.5 The Licensee agrees that any use of Licensed Image in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling PxBee to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to PxBee's other remedies under this Agreement.

8. Termination and Cancellation of License

  • 8.1 Termination
  • 8.1.1 PxBee reserves the right to terminate this Agreement in the event that the Licensee: (i) enters this Agreement AFTER having received notice of unauthorized use from PxBee relating to the Licensed Image; (ii) fails to pay the license fee in full within the time specified in the invoice; or (iii) otherwise breaches the terms of this Agreement.
  • 8.1.2 Upon termination, the Licensee must immediately: (i) stop using the Licensed Image; (ii) permanently remove the Licensed Image from computer-based devices and/or from storage devices; (iii) destroy the printed Licensed Image (if applied). All necessary costs and fees for conducting the measures above shall be paid by the Licensee.
  • 8.2 Cancellation
  • 8.2.1 If the Licensed Image is in question of possible infringement of third-party rights, PxBee may notify the Licensee and cancel this license.
  • 8.2.2 Upon notice from PxBee, the Licensee must immediately stop using, removing or destroying the Licensed Image and any Licensee Work containing the Licensed Image at his/her/its own expenses. PxBee shall not be liable for any loss or damage that results from the Licensee if: (i) the notice is not successfully delivered to the Licensee due to incorrect contact information provided by the Licensee; or, (ii) the Licensee does not fully execute the measures above upon receipt of such notice from PxBee.
  • 8.2.3 If the license of a Licensed Image is cancelled, PxBee shall provide the Licensee another Licensed Image, under the same license and at the same price that the Licensee had purchased.

9. Choice of Law and Dispute Resolution

  • 9.1 This License Agreement is governed by and construed in accordance with the laws of the People’s Republic of China, without giving effect to any conflict of law principles.
  • 9.2 Disputes shall be first attempted by friendly consultation. If such disputes remain uncured, any party under this License Agreement may file a lawsuit under the jurisdiction of a People's Court in Chengdu, China. Any party shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim.
  • 9.3 Section 6, 7, 8 and 9 shall survive the termination of this Agreement.