CGIB BACKGROUNDS, INC.
LICENSE AGREEMENT
Last updated: January 27,2025
This is a license agreement (“Agreement”) between you (“you”, a “User” or “Subscriber”) and CGIB Backgrounds, Inc. (“CGIB”) that describes how you can use CGIB’s Visual Media Content, including, without limitation, digital still photography, HDRI domes, video clips, audiovisual content, VR content, 3D Scenes, 3D Backgrounds and CGIB content (collectively “Media”) files you download from the CGIB website and/or mobile app (collectively, the “Platform”) based on the Credit Packs selected, monthly Credit licensing plans, or Enterprise Subscriptions you select which allows you to download and use a specified number of Media files for authorized uses. By downloading any Media, you accept the terms of this Agreement, the Platform Terms of Use and the licensing plan you select.
Licenses to Use Media Content
CGIB offers users the ability to license Media through the Platform on a non-exclusive royalty free basis via credit by 1) purchasing Credit packs for a one time use of a selected package of credits; or 2) monthly Credit subscription of a number of credits selected in accordance with your licensing plan as defined on the CGIB Platform; or 3) Enterprise Subscription for a period of time; subject to the rights and restrictions as described below. CGIB offers both Standard and Agency Licenses. Agency Licenses are required if you are working on behalf of a third-party client (“Client”). Companies that desire to have multiple users access the Media may contact us for an Enterprise Subscription license at contact@cgibackgrounds.com.
Rights: Each Media license grants the user a worldwide, non-exclusive, non-sub-licensable, non-transferable, and perpetual royalty-free license to reproduce, distribute, publish, transmit and display, in whole or in part, the Media, and create derivative works from the Media in any and all media for all legal purposes other than those uses prohibited by the restrictions below:
License Restrictions
No Standalone File Use: You may not: (i) make the Media available (separate from its incorporation in any work) in any medium accessible by persons other than authorized Users; or (ii) make the Media available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Media as a standalone file.
No Unlawful Use: You may not use the Media for any pornographic, political, defamatory or otherwise unlawful purpose, whether directly or in context or juxtaposition with other material or subject matter.
No False Representation of Authorship: You may not falsely represent, expressly or impliedly, that you are the original creator of a work that derives a substantial part of its artistic components from the Media.
No Trademark Use: You may not incorporate the Media into a logo, corporate ID, trademark or service mark.
No Sensitive Use without a Disclaimer: If Media featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement that indicates that: (i) the Media is being used for illustrative purposes only; and (ii) any person depicted in the Media, if any, is a model.
No Competing Use: You may not use Media to compete with CGIB or create a library of content for distribution.
NFTs: You may not use any Media in connection with an immutable digital asset intended for sale or distribution (such as a non-fungible token) or for creation of virtual goods.
No Machine Learning, AI, or Biometric Technology Use: You may not use Media (including any caption information, keywords or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons.
Others Who May Access and Use the Media. You may permit subcontractors to use Media licensed to you for preparation of the final work product that incorporates the Media, provided that such subcontractors agree to abide by the provisions of this Agreement.
If you have an Agency License you may license Media on behalf of a Client provided you identify the Client upon request and represent and warrant that: (i) You are authorized to act as an agent on behalf of the Client and you have full power and authority to bind the Client to this Agreement; and (ii) if the Client subsequently disputes such power or authority, you shall be liable for any failure of the Client to comply with the terms of this Agreement.
Site License Each user is required to have a unique password and user ID to access the Media on the Platform. You must purchase additional site licenses from CGIB for any additional office/location to access the Media and may contact CGIB for an Enterprise License.
Credit and Intellectual Property No ownership or copyright in any Media shall pass to you by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, CGIB grants you no right or license, express or implied, to the Media. You may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Media contained in a work incorporating the Media. You must notify CGIB if you become aware of any unauthorized use of the Media.
License and Subscription Payment No licenses are granted until payment of CGIB’s license or subscription fee is received in full. Unless credit terms have specifically been agreed to directly between CGIB and you, payment of fees (or CGIB's invoices if applicable) must be received prior to the publication or other use of any Media. You agree to pay CGIB a service charge of 1.5% per month on any unpaid balance after the first use of the Media. Any disputes concerning any invoice must be submitted in writing, within 10 business days of the invoice date, or you shall be deemed to have accepted the invoice as issued. You are responsible for paying any collection fees charged to CGIB to collect past due amounts.
Subscriptions are billed to you either monthly or annually, depending on the subscription plan you pick, on the date of purchase and subsequently on a renewal date until canceled. “Renewal Date” means the calendar day of the /month as noted on the subscription order. A subscription will be automatically renewed for consecutive subscription terms unless canceled at least 48 hours before the Renewal Date in order to avoid being charged for the next subscription period. If you cancel your subscription after the applicable Renewal Date, it will not take effect until the end of the following subscription period. All fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are your sole responsibility.
Term The term of your subscription will continue according to the subscription plan purchased so long as your fees are paid on time. If your Enterprise subscription expires you shall have no further right or authorization to download and use any previously downloaded Media from the Platform.
There is a download limit based on credits or subscription package. This limit may change at any time and without notice and be applicable for the following monthly subscription period, if applicable. The license contained in this Agreement will terminate automatically without notice from CGIB if you fail to comply with any provision of this Agreement. Upon written notice of such termination from CGIB (email to suffice), you must immediately (i) stop using the Media, (ii) delete or remove the Media from your premises, computer systems, back-ups, and storage (electronic or physical).
Revocation CGIB reserves the right to revoke the license to use any Media for good cause and may elect to replace such Media with alternate Media. Upon notice of any revocation of a license for any Media, you shall immediately cease using such Media, shall take all reasonable steps to discontinue use of the revoked Media in products that already exist and shall inform all end-users and Clients of the revocation. The replacement Media is subject to the terms and conditions of this Agreement.
Warranty and Limitation of Liability
CGIB warrants that: (i) the Media will be free from defects in material and workmanship for thirty (30) days from delivery and your sole and exclusive remedy for such breach is the replacement of the Media ; (ii) it has all necessary rights and authority to enter into and perform this Agreement.
DIGITAL FILES ARE PROVIDED "AS IS." CGIB MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDED BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF CONTENT, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM, OR SOFTWARE PROGRAM. CGIB MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE MEDIA WILL BE UNINTERRUPTED OR ERROR FREE.
CGIB SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE MEDIA , OR OTHERWISE, EVEN IF CGIB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. CGIB'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH USE OF OR INABILITY TO USE THE MEDIA (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE AMOUNT OF THE LICENSE FEE PAID TO CGIB BY YOU FOR YOUR USE OF THE APPLICABLE MEDIA FILE. CGIB SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE MEDIA FILE BY YOU OR THE CONTEXT IN WHICH MEDIA IS USED BY YOU. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Indemnity. You agree to defend, indemnify and hold CGIB and its parent, subsidiaries and affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including attorneys' fees and costs), arising out of or as a result of claims by third parties relating to your use of any Media or any other breach by you of this Agreement. You warrant that you will use best efforts to protect the Media from improper usage. You agree to maintain firewalls and other security measures to prevent the accidental or intentional theft, misappropriation or unauthorized copying of the Media.
CGIB Indemnity.
Free Media: Media acquired at free-of-charge are not indemnified.
Standard License indemnity limitation is ten thousand ($10,000) dollars for all Media acquired with payment. This indemnity is in aggregate for all Media acquired under the Standard License.
Provided you identify your client to be named as an additional insured under an Agency License, the indemnity limitation under an Agency License is one million ($1,000,000) dollars for Media. This indemnity is in aggregate for all Media acquired under the Agency License.
Provided you identify your company information to be named as an additional insured under an Enterprise Subscription, the indemnity limitation under an Enterprise Subscription is one million ($1,000,000) dollars for Media. This indemnity is in aggregate for all Media acquired under the Enterprise Subscription.
Subject to the above, CGIB shall indemnify, defend, and hold you harmless from and against any claim or demand, including reasonable outside attorneys’ fees made by any third party for copyright or trademark infringement due to or arising out of your use of the Media in accordance with this Agreement, but excluding any modifications made by You, if such infringement was caused by the modification. In the event of an indemnification claim by You, you agree to provide notice to CGIB within thirty days of receiving any claim and allowing CGIB to fully control such claim, including but not limited to, selection of counsel, reasonable diligence into the claim, and if necessary litigation and/or settlement. Notice must be given via email to: legal@cgibackgrounds.com. Notice is not considered made until it is acknowledged in writing by CGIB.
Miscellaneous Terms
Assignment: This agreement is personal to you and is not assignable by you without CGIB's prior written consent, unless you obtain an Agency license. CGIB 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.
Publicity
CGIB may publicize your use of the Media and use your Company Name, logo and project for any use of the Media under a Standard License. If you have an Agency License, CGIB shall obtain your prior consent.
Electronic Storage: For all Media that is delivered to you in electronic form, you must retain the copyright symbol, the name of CGIB, the content identification number and any other information as may be embedded in the electronic file containing the Media. You shall maintain a robust firewall to safeguard against unauthorized third-party access to the Media.
Choice of Law/Attorney's Fees:
This Agreement will be governed in all respects by the laws of the State of New York, without reference to its laws relating to conflicts of law. You agree that the relevant state and federal courts of New York County, New York are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If CGIB is obligated to go to court to enforce any of its rights, you agree to reimburse CGIB for its legal fees and disbursements if CGIB is successful.
For the Standard License, you agree that any material breach of these Terms will result in irreparable harm to CGIB for which damages would be an inadequate remedy and, in addition to its rights and remedies otherwise available at law, CGIB is be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if CGIB seeks such an injunction.
For an Agency License, CGIB may not seek injunctive relief for any authorized use of the Media License and waives all right to equitable and injunctive relief. Damages shall be limited to monetary damages.
CGIB does not waive any right to seek equitable relief including injunctive relief for any scraping, theft, hacking, or any misuse of the Site or unlicensed use of the Media.
Severability: If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall 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. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
Entire Agreement: This Agreement is intended for customers of CGIB and along with the Terms of Use https://www.cgibackgrounds.com/legal/terms, Privacy Policy https://www.cgibackgrounds.com/legal/privacy, and the subscription plan you select, contain all the terms of the license agreement between you and CGIB. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by you, the terms of this Agreement shall govern.