Last updated: April 2016
This is a license agreement between you and Digital Agua, Inc. d/b/a Figurosity (“Figurosity”) that explains how you can use poses displayed or downloaded on Figurosity (“Content”). By viewing or downloading content from Figurosity, you accept the terms of this agreement.
What type of license does Figurosity offer?
Figurosity offers an artistic license on for every file viewed or downloaded from Figurosity by a confirmed Figurosity member (“Member”). If you would like to use content outside of this artistic license please contact Figurosity at firstname.lastname@example.org for terms and pricing. If you are not a member you may not use the content on Figurosity.
How can I use content with an artistic license?
You may use content that conforms to permitted uses (see Permitted Uses below) and that is not restricted (see Restricted Uses below). If the use is not explicitly permitted, it is restricted. If you have any questions, please contact Figurosity at email@example.com. Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by Figurosity are:
- Perpetual, meaning there is no expiration or end date on your rights to use the content.
- Non-exclusive, meaning that you do not have exclusive rights to use the content. Figurosity can license the same content to other customers.
- Unlimited, meaning 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.
Please make sure you read the Permitted and Restricted Uses section below for exceptions.
- Artist’s Reference. You may use content when making original art using the content as a reference.
- Mixed Media Inclusion.
Mixed media inclusion is when any piece or portion of content is included into your original art
You may incorporate content into your original mixed media art:
- where your original art is substantively different than the pose;
- where the primary value lies in the original art and not the content itself.
- No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner.
- 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).
- No Use in Trademark or Logo. You may not use content as part of a trademark, design mark, tradename, business name, service mark, or logo.
- No False Representation of Authorship. You may not falsely represent that you are the original creator of a work that is made up largely of licensed content. For instance, you cannot create a painting based solely licensed content and claim that you are the author.
- No Advertising. You may not use content for advertising, in any form without prior written authorization from Figurosity.
- No Products for Resale. You may not 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, digital products, calendars, apparel items, posters (printed on paper, canvas, or any other media), CDs, 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) without prior written authorization from Figurosity.
- No Electronic Templates. You may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates) without prior written authorization from Figurosity.
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 Figurosity immediately of any unauthorized use or other breach of security; and (3) accept all responsibility for activity that occurs under each user account. Figurosity reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Figurosity 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.
Intellectual property rights.
- Who owns the content? All of the licensed content is owned by Figurosity. All rights not expressly granted in this agreement are reserved by Figurosity.
- Do I need to credit Figurosity? Not when using an artistic license, but it would be super nice.
Termination / Cancellation / Withdrawal.
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. Figurosity 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 Figurosity 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.
- Content Withdrawal.
Figurosity may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Figurosity, or upon your knowledge, that any content may be subject to a claim of infringement of a third party's right for which Figurosity may be liable, Figurosity 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. Figurosity will provide you with replacement content (determined by Figurosity in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
Representations and Warranties.
Figurosity makes the following representations and warranties:
- Warranty of Non-Infringement. Your use of the content in accordance with this agreement and in the form delivered by Figurosity 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.
- Caption/Metadata Disclaimer. While we have made reasonable efforts to correctly categorize, keyword, caption and title the content, Figurosity does not warrant the accuracy of such information, or of any metadata provided with the content.
- 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. Figurosity does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error free.
Indemnification / Limitation of Liability.
- Indemnification of Figurosity by you. You agree to defend, indemnify and hold harmless Figurosity 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 outside legal 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.
- Assignment. This agreement is personal to you and is not assignable by you without Figurosity's prior written consent. Figurosity 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.
- Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to Figurosity sample copies of projects or end uses that contain licensed content, including by providing Figurosity 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, Figurosity 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 Figurosity of five percent (5%) or more of the amount you should have paid, then in addition to paying Figurosity the amount of the underpayment, you also agree to reimburse Figurosity for the costs of conducting the audit. Where Figurosity reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at Figurosity's request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Figurosity.
- Electronic storage. You agree to retain the copyright symbol, the name of Figurosity, 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.
- Governing Law/Arbitration. This agreement will be governed by the laws of the State of California, 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 Commercial Rules of the American Arbitration Association ("AAA") or of the International Centre for Dispute Resolution ("ICDR") in effect on the date of the commencement of arbitration (the applicable rules to be at your discretion) to be held in San Francisco, California. 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. Figurosity shall also 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 Figurosity, such action is necessary or desirable. 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.
- 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.
- Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
- 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 Figurosity 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.
- Notice. All notices required to be sent to Figurosity under this agreement should be sent via email to firstname.lastname@example.org. All notices to you will be sent via email to the email set out in your account.
- 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.