Content License Agreement
LAST UPDATED: August 7, 2019
This is a content license agreement (“License”) between elementary or secondary education teacher(s) or principal(s), (“Teacher”) and PicDiversity, Inc., a nonprofit corporation in Illinois (“PicDiversity”) concerning the Use of photos, illustrations, media, images and/or videos produced and/or provided by PicDiversity (“Media”). A teacher who registers to use PicDiversity’s Media (“Registered User”) and/or downloads or streams media, accepts the terms of this License.
WHEREAS PicDiversity is a charitable organization under Section 501(c)(3) of the Internal Revenue Code (“Section 501(c)(3)”) with an educational and charitable purpose including the elimination of prejudice and discrimination consistent with Section 501(c)(3) (“Purpose”);
WHEREAS PicDiversity creates Media to further and fulfill the Purpose; and
WHEREAS Teachers need Media for classroom Use to further the Purpose.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Definition of Use. For purposes of this License, "Use" means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of.
License for Teachers. PicDiversity is offering a nonexclusive license to Teachers for the Use of the Media for educational purposes in elementary or secondary schools (“Licensed Use”).
Limitations of Licensed Use. Licensed Use is only granted to Registered Users. Teachers may only Use Media for educational purposes in elementary or secondary schools. For the avoidance of doubt, Teachers are expressly forbidden from the Use of the Media in any way that is restricted under Section 5, Restricted Uses. Subject to those restrictions and the rest of the terms of this License, the rights granted to Teachers by PicDiversity are:
Perpetual, meaning there is no expiration or end date on Teachers rights to Use the Media. The only exception is situations where the rights to the Licensed Use is terminated under Section 6.
Non-exclusive, meaning that Teachers do not have exclusive rights to Use the Media. PicDiversity can license the same Media to other Teachers.
Unlimited, meaning Teachers can Use the Media in an unlimited number of projects that comply with the Licensed Use.
Examples of the Licensed Use. Examples of how Teachers may Use the Media include: classroom instruction; lesson plans; displays on school hallways or on classroom walls.
Restricted Uses.
No Use Outside of the Licensed Use Under Section 1. The Use of the Media is limited to the Licensed Use. All other Uses are forbidden.
No Unlawful Use. Teachers may not Use Media in a pornographic, defamatory or other unlawful manner.
No Commercial Use of Media. Teachers may not Use Media for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This includes promotion of the school online, on the web, or in publications. This also includes reselling or licensing Media to any third party.
No Standalone File Use. Teachers may not Use Media in any way that allows others to download, extract, or redistribute Media as a standalone file (meaning just the Media file itself, separate from the project or end Use). This includes publishing the Media online through email or social media.
No Use in Trademark or Logo. Teachers may not Use Media as part of a trademark, design mark, tradename, business name, service mark, or logo.
Sensitive Use Disclaimer Required. If Teachers Use Media 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), Teachers must indicate: (1) that the Media is being Used for illustrative purposes only, and (2) any person depicted in the Media is a model. For example, Teachers could say: "Stock photo. Posed by model."
No False Representation of Authorship. Teachers may not falsely represent that Teachers are the original creator of a work that is made up largely of licensed Media. For instance, Teachers cannot create a painting based solely licensed Media and claim that Teachers are the author.
No Products for Resale or Distribution. Teachers may not Use Media in connection with any goods or services intended for resale or distribution. This includes situations where the primary value lies in the Media itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), curriculum, DVDs, graphic design, mobile applications or other items for resale, license or other distribution. This includes "on demand" products (meaning products in which Media 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).
No Electronic Templates. Teachers may not Use Media in electronic or digital templates intended for resale or other distribution beyond the Licensed Use granted to Teacher (for example, website templates, business card templates, electronic greeting card templates, brochure design templates, curriculum templates).
Persons who may Use the Media. The rights granted to Teacher are non-transferable and non-sublicensable, meaning that Teacher cannot transfer or sublicense them to anyone else.
Media Ownership. All of the licensed Media is owned by either PicDiversity or the artists who supply the Media. All rights not expressly granted in this License are reserved by PicDiversity and the Media creators.
Attribution. No attribution or photo credit is necessary for the Licensed Use.
Termination. This License is effective until it is terminated by PicDiversity. Teachers can terminate this License by ceasing Use of the Media and deleting or destroying any copies. PicDiversity may terminate this License at any time if Teachers fail to comply, in PicDiversity’s sole discretion, with any of the terms, in which case Teachers must immediately: cease using the Media; delete or destroy any copies; and, if requested, confirm to PicDiversity in writing that Teachers have complied with these requirements.
Media Withdrawal. PicDiversity may discontinue licensing any item of Media at any time in its sole discretion. Upon notice from PicDiversity, or upon Teachers knowledge, that any Media may be subject to a claim of infringement of a third party's right for which PicDiversity may be liable, PicDiversity may require Teachers to immediately, and at Teachers own expense: cease using the Media, delete or destroy any copies.
Indemnification. Teachers agree to defend, indemnify and hold harmless PicDiversity and its parent, subsidiaries, affiliates, and Media 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 Teacher (or anyone acting on the behalf of Teacher) of any of the terms of this License.
LIMITATION OF LIABILITY. PICDIVERSITY WILL NOT BE LIABLE TO TEACHERS OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS License, EVEN IF PICDIVERSITY 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.
Assignment. This License is personal to Teachers and is not assignable by Teachers. PicDiversity may assign this License, 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, Teachers agree to provide to PicDiversity sample copies of projects or end Uses that contain licensed Media, including by providing PicDiversity with free of charge access to any pay-walled or otherwise restricted access website or platform where Media is reproduced. Where PicDiversity reasonably believes that Media is being Used outside of the scope of the license granted under this License, Teachers agree, at PicDiversity's request, to provide a certificate of compliance signed by Teacher, in a form to be approved by PicDiversity.
Electronic storage. Teachers agree to retain the copyright symbol, the name of PicDiversity, the Media's identification number and any other information that may be embedded in the electronic file containing the original Media, and to maintain appropriate security to protect the Media from unauthorized Use by third parties. Teachers may make one (1) copy of the Media for back-up purposes.
Governing Law. This License will be governed by the laws of the State of Illinois, U.S.A., without reference to its laws relating to conflicts of law.
Severability. If one or more of the provisions in this License 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 License.
Entire License. This License contains the entire License between the parties.
Notice. All notices required to be sent to PicDiversity under this License should be sent via email to info@PicDiversity.org. All notices to Teachers will be sent via email to the email Teacher provided as a Registered User.