This is a license agreement between you and Braveart that explains how you can use photographic images, and the selection and arrangement thereof (“Content“) that you license to and/or from, as the case may be, Braveart. By uploading content to or downloading content from Braveart, you accept the terms of this agreement, and confirm that you have the necessary capacity to form a contract with Braveart.

 

Acceptance of Terms

By accessing or using the Braveart website (or any content, product, service or feature available through the website or mobile application, you agree to abide by and be bound by the terms described herein and by all terms, policies and guidelines incorporated by reference, as well as any additional terms and restrictions presented in relation to specific content or a specific product, service or feature as contained in Braveart’s website Site Terms.

 

Terms defined in the Site Terms, Privacy Policy or Editorial Policy, as the case may be, are incorporated herein by reference.

 

Your Content

For any image, or any other content that you upload or post to the Site (“Your Content”), you represent and warrant that: (i) you have all necessary rights, authorisations and/or approvals to submit Your Content to the Site and grant the licenses set forth herein; (ii) Braveart will not need to obtain licenses, authorizations and/or approvals from any third party or pay royalties to any third party with respect to Your Content; (iii) Your Content does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (iv) Your Content complies with these Site Terms and all applicable laws.

 

By uploading Your Content, you grant Braveart an unlimited, worldwide, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display through all media now known or hereafter created, and make derivative works from Your Content for the purpose of allowing you to edit and display Your Content using the Site and archiving or preserving Your Content for disputes, legal proceedings, or investigations. The above licenses, authorizations and/or approvals, as the case may be, will continue unless and until you remove Your Content from the Site, in which case the licenses, authorisations and/or approvals, as the case may be, will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely.

 

You may not and undertake not to upload, post, or transmit any image, text, or other content that:

  • infringes any third party’s copyrights or other intellectual property rights or any right of publicity or privacy;
  • contains any pornographic, defamatory, or otherwise unlawful or immoral content;
  • exploits minors;
  • depicts unlawful or violent acts;
  • depicts animal cruelty or violence towards animals;
  • promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition; or
  • violates any law, statute, or regulation, or regulatory requirement.

 

You may not use any Content for any purpose without first obtaining a license to use such Content. Any use of Content by you shall be governed by the license agreement entered into between you and Braveart. Displaying and/or distributing to the public any watermarked or unlicensed Content (whether incorporated into a derivative work or alone) constitutes copyright infringement.

 

You undertake to examine all Content for possible defects (whether digital or otherwise) before uploading onto Braveart. Notwithstanding anything else contained herein, Braveart shall not be liable for any loss or damage suffered by you or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Content, its caption, or in any way from its copying.

 

Your Commission

You will be entitled to the then valid and applicable price per download (as determined from time to time in Braveart’s sole discretion) as commission when a customer of Braveart purchases Your Content from Braveart. If and to the extent that Your Content is purchased by (a) Braveart customer(s) you will receive an automatically generated monthly commission (VAT Inclusive) statement from Braveart detailing the relevant image(s) and quantity of Your Content purchased. To enable Braveart to effect payment to you, you will be required to issue a corresponding invoice (VAT Inclusive) to Braveart before or on the 15th (fifteenth) of a month in order to receive payment at the end of the next succeeding month.

Payment shall only be made by Braveart against (an) invoice(s). In the event of late payment, Braveart shall not be liable to any interest amount whatsoever.

 

Your License

You may use licensed Content in any way consistent with the rights granted herein. Subject to the restrictions and the rest of the terms of this agreement, and the Site Terms, the rights granted to you by Braveart are:

royalty-free, meaning the license fee is paid and there is no need to pay additional royalties if the Content is re-used;

perpetual, meaning there is no expiration or end date on your rights to use the Content;

worldwide, meaning Content can be used in any geographic territory;s

unlimited, meaning content can be used an unlimited number of times;

non-Exclusive, meaning that you do not have exclusive rights to use the Content. Braveart can license the same Content to other customers;

and include any and all media, meaning Content can be used in print, in digital or in any other medium or format.

 

The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense 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 that authority, then your employer or client may not use the Content. The rights purchased may only belong to you or your employer/client, depending on who is named as the “licensee” at the time of purchase. In other words, if you purchase an image, only one of you (and not both) may re-use that image for multiple projects.

subcontractors. You may allow subcontractors (for example, your printer or mailing house) or distributors to use content in any production or distribution process related to your final 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.

 

Braveart can from time to time make available exclusive licenses for specified, predetermined Content subject to such additional payment, terms and conditions made applicable.

 

Pricing is based on factors such as size, subscription, and placement.

 

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 Restricted Uses section below for exceptions.

 

Restricted Uses

No Unlawful Use. You may not and you agree and undertake not to: use or allow or facilitate the use of Content in any manner which is unlawful, libelous, defamatory, obscene, pornographic, harmful to minors, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable manner, or in violation of any applicable law, regulatory requirement, or industry code. Without limiting the generality of the aforegoing, you agree that you will not: engage in any conduct that can constitute a violation of any law or that infringes the rights of Braveart or any third party; violate any applicable laws or regulatory requirements related to the access to or use of the Site, or engage in any activity prohibited by the Site Terms; or violate any rights of Braveart or any third party (including rights of privacy and publicity); or abuse, defame, harass, stalk or threaten another.

 

No commercial use of editorial content. You may not use Content marked “editorial” for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events or topics that are newsworthy or of general public interest.

 

No alteration of editorial content. Content marked “editorial” may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the content is not compromised, but you may not otherwise alter the content.

 

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.

 

No multiple downloads per standalone file. If you, for any reason whatsoever, lose any Content previously uploaded, purchased or downloaded, you will be required to (re)purchase such Content.

 

No sensitive use without disclaimer. If you use content 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), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model. For example, you could say: “Stock photo. Posed by model.” No disclaimer is required for content marked “editorial” that is used in a non-misleading editorial manner.

 

Braveart may block, restrict, disable, suspend or terminate your access to all or part of the Site and/or Content at any time in Braveart’s sole discretion, without prior notice or liability to you. Any conduct by you that, in Braveartk’s sole discretion, restricts or inhibits any other person or entity from using or enjoying the Site is strictly prohibited and may result in the termination of your access to the Site without further notice.

 

Any use of Content in a manner not expressly authorized by or in breach of the Site Terms, this agreement, or any other agreement between you and Braveart constitutes copyright infringement, entitling Braveart to exercise all rights and remedies available to it under copyright laws around the world. In addition, and without prejudice to Braveart’s other remedies under the Site Terms, this agreement, or at law, Braveart reserves the right to charge and you agree to pay a fee equal or up to 5 (five) time Braveart’s maximum monthly payment fee for the unauthorized use of the Content.

 

Account(s)

You will be responsible for tracking all activity for each user account, and you agree to: (a) maintain the security of all passwords and usernames; (b) notify Braveart immediately of any unauthorized use or other breach of security; and (c) unconditionally accept all responsibility for activity that occurs under each user account. Braveart reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Braveart 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

All of the licensed Content is owned by either Braveart or its content suppliers. All rights not expressly granted in this agreement are reserved by Braveart and/or the content suppliers, as the case may be. You may not assert any right to revenue from any collecting society in respect of photocopying, digital copying or other secondary uses of the licensed Content.

 

Braveart Trademarks

Nothing contained herein grants or shall be construed to grant you any rights to use any Braveart trademark, unless expressly conferred by the Site Terms or this agreement.

 

You agree that you will not use Braveart’s trademarks in any manner that might tarnish, disparage, or reflect adversely on such trademarks or Braveart.

 

You agree that you will not contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of Braveart trademarks or the trademark rights claimed by Braveart.

 

You agree that you will not use any Braveart trademark or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, or as a metatag, keyword, or any other type of programming code or data.

 

You may not at any time, adopt or use, without Braveart’s prior written consent any word or mark which is similar to or likely to be confused with Braveart’s trademarks.

 

The look and feel of the Braveart website, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of Braveart and may not be copied, imitated or used, in whole or in part, without the prior written consent of Braveart.

 

All other trademarks, product names, and company names or logos used or appearing on the Braveart website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Braveart, unless expressly so stated.

 

You may not use a Braveart trademark, logo, image, Content or other proprietary graphic of Braveart to link to the Braveart website without the prior written consent of Braveart.

 

You may not frame or hotlink to the Braveart website or any image or any Content without the prior written consent of Braveart.

 

For purposes of this agreement, “trademark(s)” include means all common law or registered trademarks, logos, service marks, trade names, internet domain names, or other indications of origin now or in the future used by Braveart.

 

Termination/ Cancellation/ Withdrawal

Termination of agreement. Braveart may terminate this agreement at any time if you breach any of the terms of this or any other agreement with Braveart, in which case you shall immediately: cease using the Content; delete or destroy any copies; return to Braveart the Content; and, if requested, confirm to Braveart 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 the Site Terms or this agreement, the rights granted for such use shall immediately terminate, and in that event, upon Braveart’s written request, you agree to remove any Content from such platform or website.

 

Refunds/ Cancellation. All requests for refunds/ cancellations must be made in writing or using the cancellation function, if any, on the Braveart’ website. Provided that the request is made in writing within 3 (three) calendar days and the licensed Content has not yet been used, Braveart may, in its sole discretion, cancel the relevant order and issue a full refund to your account or credit card. No credits or refunds are available if requested in writing more than 3 (three) calendar days following the order. No credits or refunds are available for subscription fees. In the event of cancellation, your rights to use the Content terminate, and you must and undertake to delete or destroy any copies of the Content.

 

Content Withdrawal. Braveart may discontinue licensing any item of Content at any time in its sole discretion. Upon notice from Braveart, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right, Braveart 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.

 

Representations, Warranties and Disclaimers

The Site, including without limitation, if applicable, the embedded viewer and the Content, are provided “as is” and Braveart, its members or directors, as the case may be, employees, content providers, agents and affiliates exclude, to the fullest extent permitted by applicable law, any warranty, express or implied, including, without limitation, any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose, and any other warranty that may arise under any law. Braveart will not be liable for any damages of any kind arising from the use of the Site or the Content, or the unavailability of the Site of the Content, including but not limited to lost profits, and direct, indirect, incidental, punitive and consequential damages. Without limiting the foregoing, Braveart makes no warranty that: (i) the Site will meet your requirements; (ii) access to the Site will be uninterrupted or error free; (iii) the quality of the Site will meet your expectations; and (iv) any errors or defects in the Site, services or materials will be corrected. Braveart makes no representations or warranties that the Site will be permitted in your jurisdiction, that any of your content submitted by you will be available through the Site or will be stored by the Site, that the Site will meet your needs, or that Braveart will continue to support any particular feature of the Site.

 

Braveart uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, but we make no representations or warranties as to the Content’s accuracy, correctness or reliability.

 

Braveart offers a search feature within the Site. Braveart explicitly disclaims any responsibility for the content or availability of information contained in our search index or directory. Braveart also disclaims any responsibility for the completeness or accuracy of any directory or search result. While Braveart has made reasonable efforts to correctly categorize, keyword, caption and title the content, Braveart does not warrant the accuracy of such information, or of any metadata provided with the Content.

 

Some foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions. To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Site, and no warranties shall apply after such period.

 

Indemnification

You irrevocably and unconditionally agree to defend, indemnify and hold harmless Braveart and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, members or directors, as the case may be, employees, content providers or agents from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any Content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with Braveart; and (iii) your failure to obtain any required release for your use of Content.

 

Limitation of Liability

In no event shall Braveart, its members or directors, as the case may be, employees, content providers, agents or affiliates be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence, whether active, passive or imputed) or otherwise, arising out of or in any way connected with the use of the Site, the services, the Content, or the materials contained in of accessed through the Site, including without limitation any damages caused by or resulting from reliance of any information obtained from Braveart, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether nor not resulting from acts of God, communications failure, theft, destruction or unauthorized access to Braveart’s records, programmes or services.

 

In no event shall the aggregate liability of Braveart, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site exceed any compensation you pay, if any, to Braveart for access to or use of the Site.

 

General

Assignment. This agreement is personal to you and is not assignable by you without Braveart’ prior written consent. Braveart 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.

 

Electronic storage. You agree to retain the copyright symbol, the name of Braveart, the Content’s identification number and any other information or metadata 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 1 (one) copy of the Content for back-up purposes.

 

Governing Law/ Arbitration. Any dispute relating in any way to your use of the Site or the Content shall be submitted to confidential arbitration in Windhoek, Namibia, except that, to the extent you have in any manner violated or threatened to violate Braveart’s intellectual property rights, Braveart may seek injunctive or other appropriate relief in any state or court, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this provision shall be conducted by a single arbitrator under the rules then prevailing of the ADR Forum of Namibia. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to the Site Terms, whether through class arbitration proceedings or otherwise.

 

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.

 

No 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 Braveart and accepted 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, or the Site Terms, the terms of this agreement will apply.

 

Notice. All notices required to be sent to Braveart under this agreement should be sent via email to info@braveart.com.na. All notices required to be sent to you will be sent via email to the email address stipulated in or under your account.

 

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

 

Electronic Invoicing. You agree to receive invoices from Braveart electronically via the email address associated with your Braveart account.

 

Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, Braveart may add a monthly interest amount of 10% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.