Service and Licensing Agreement


For Subscription and Marketplace Users

This Service and License Agreement (“Agreement”) is between you and Scopio Technologies, Inc.  (“Scopio”) and governs the Content you access utilizing Scopio Services and your use of those Services along with the Terms of Use and Privacy Policy.  By accepting this Agreement, either by clicking a box indicating your acceptance, by executing a Subscription Form that references this Agreement, or by downloading content via our Marketplace, or otherwise signifying your acceptance of this Agreement by downloading any Content, you are agreeing to be legally bound by this Agreement.

If you are agreeing to this Agreement on behalf of a company or other legal entity, you represent you have the authority to bind such entity and its affiliates to this Agreement for use of the Content and Services. (you and any entity are collectively “Users”)

Definitions

Content: digital media including photographs, illustrations, video, audio, and any other audiovisual works made available to Users by Contributor and any metadata, tags, captions, information or releases relating to the Content.

Contributor: person or authorized entity who makes their Content available to Users via the Scopio Services pursuant to a Contributor Agreement.  

Dashboard: personalized tool provided as part of the Subscription service for Users to manage and facilitate the direct upload of Content to websites and other digital properties they operate.

Digital Rights: Includes emails, web pages, social media pages operated by the Subscriber, internal corporate use or mobile only apps operated by Subscribers.

Distributors: third party vendors who market and sub-license the Content from our Marketplace worldwide.

Editorial Use Only Content: content that contains third-party IP or recognizable people for which there are no releases which cannot be used for promotional use, advertising or merchandising but may be used to illustrate a subject that is newsworthy or of public interest.

Marketplace: platform for licensing Contributor’s Content directly to our users.

Merchandise: physical products including, but not limited to, toys and games, electronic products, and paper goods, such as greeting or payment cards, product packaging, calendars, posters, stationery, novelty goods or apparel.

Other Rights: Print media, Broadcast, Cable, TV, Theatrical, Merchandise, Advertisements and Templates.

Platform: proprietary software platform that includes the Dashboard, Marketplace and other functionality for remote access by Users.

Services: Scopio’s social media content management and marketing services for distribution and/or licensing of Content, including but not limited to, its Subscription Service, Dashboard, Platform and Marketplace.

Subscription:  monthly access to personalized Dashboard and other subscription services by Users to facilitate the direct upload of Content to subscribers’ websites and other digital properties, including without limitation, social media channels and apps.

Subscription Form: statement of work, or schedule for use of Dashboard and other Subscription services and provided to Users by Scopio.

Templates: a digital or electronic template intended to be resold for distribution in a customizable version each time, such as a website template, egreeting card template, and brochure design template (Wix, Squarespace, etc..).

Users: individuals or entities who utilize our Services to 1) facilitate the direct upload of Content to websites and other digital properties they operate via our Dashboard and Subscription platform and/or 2) license content directly via our Marketplace.

1. Subscription Services for Subscription Users

During the term of a fully paid Subscription, and subject to the terms and conditions of this Agreement, Users are granted a limited and non-exclusive right and license to access and operate the Scopio Dashboard and other Services as part of the Platform.

Access will be granted to Users and its authorized employees who have been issued valid usernames and passwords. Users will notify Scopio of any unauthorized disclosure of passwords or use of the Platform. If any of the terms in the Subscription Form differ from the terms of this Agreement, the terms of the Subscription Form shall control.

At the end of the Subscription term or upon termination of this Agreement, all rights granted to use the Platform shall terminate.

Contributors licenses either Digital Rights or Other Rights directly to the User via the Dashboard. Scopio facilitates the Subscription service by offering the Platform and Dashboard but does not engage in any direct licensing of the Content within the Platform. The Subscription is limited to Digital Rights. Users requesting Other Rights must contact Scopio [insert link] and pay additional fees.  

Within the Subscription Platform Contributors grant Users the worldwide, non-exclusive, non-transferable, perpetual, fully paid, right to make Digital Rights Uses of Contributor Content.

Users may display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit Contributor Content in any manner (collectively “use”) in their sole discretion, with no further obligation to Contributor whatsoever for Digital Rights Use.

Users with a Subscription may also use Contributor’s publicly available username, real name, profile image, hashtags, likeness, caption, location or other identifying information, including but not limited to, product or service endorsements by Contributor for Digital Rights Use.

Contributors retain all right, title, and interest in and to all of the copyrights, trademarks, trade secrets and other proprietary rights in the Content not expressly granted to Users by this Agreement.

The standard Subscription permits one person to access the Dashboard. The individual who initially accesses the Dashboard through the Platform is deemed to be that person unless at time of negotiating the Subscription Form access by another individual is designated by User and Scopio.

Users grants Scopio the right to gather and use general statistical and analytical information and data about the use of the Platform provided such data does not violate the terms of our Privacy Policy, Terms of Use or Subscription Form between User and Scopio.

2. Marketplace Users

Users who download Content from the Marketplace are granted a non-exclusive, non-transferable worldwide, perpetual right and license to display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit Contributor Content in any manner (collectively “use”) in their sole discretion for any Digital or Other Rights not otherwise prohibited or limited herein. 

User may also use publicly available social media tags, metadata, captions and other information and documentation available on the Marketplace or otherwise provided to Users relating to the Content, or internally to facilitate the access and licensing of the Content.
Contributors retain, all right, title, and interest in and to all of the copyrights, trademarks, trade secrets and other proprietary rights in the Content not expressly granted to Users by this Agreement.

The standard Marketplace license permits one person to access or use the Content. The individual who downloaded the Content through the Marketplace is deemed to be that person unless at time of Download another individual is designated by User and Scopio is notified in writing.

The standard Marketplace license permits up to 250,000 physical printed copies of the Content as part of a work.

The standard Marketplace license permits the use of the Content for up to 25,000 items of physical products sold or distributed by User as Merchandise.
If you require additional rights, please contact Scopio [link].

Subscription and Marketplace Content Restrictions

In addition to the terms of this Agreement, the use or license of the Content may be subject to special terms or restrictions that would be contained or linked to on the Marketplace page or social media page where the Content is found.

This Agreement is non-transferable, unless Scopio is notified in writing and assignee agrees to the terms of this Agreement. Users may not resell, sublicense, rent, loan, assign or transfer the Content to any third person, except pursuant to an assignment permitted above or as authorized in this Agreement.

Users may not distribute, transmit or publicly display Content as a standalone file for consumption, reproduction or re-sale, or to modify any Content and sell or license as a standalone file to others.

Users may not incorporate Content into a logo, trademark or service mark.

For Content in the Marketplace marked Editorial, Content may not be used in Merchandise or marketing, advertisement, commercial or promotional use.

Users may not use Content featuring a person or property in a manner that would be unflattering or considered controversial to a reasonable person, including use in a political context, such as the advertisement or endorsement of any party, candidate, or elected official, or political policy or suffering from an adverse physical or mental health condition.  

Users may not use any Content in, a pornographic, unlawful or defamatory context or manner, including use (i) in connection with pornography, adult videos, adult entertainment venues, escort services, dating services, or the like; (ii) in connection with the advertisement or promotion of tobacco products; or (iii) depicting a person in the Content as engaging in acts of moral turpitude or criminal activity.

Contact Scopio for uses not permitted by this Agreement.

Except as warranted directly by the Contributor or noted explicitly in the Content metadata in the Marketplace, this Agreement does not include, and Scopio makes no warranties with regard to, any personally identifiable information of any person or any trademark or trade dress, logo, copyrighted design, art, architecture, property or other works depicted in the Content and any music, dialogue or ambient audio contained in video Content.  

Platform

User is granted a limited and non-exclusive right and license to access and operate the Platform solely for the authorizes uses herein. User shall not, and shall not allow third parties, to sublicense, distribute, create derivative works, rent, lease, sell, modify, decompile, disassemble, or otherwise reverse engineer the Platform. Scopio reserves its right to modify or alter the Platform in its sole discretion.

Updates to the Platform will be provided to Users at no charge. Users are under no obligation to subscribe to new functionality. Some features interoperate with social media sites. In the event there is a material change to a social media sites functionality that adversely affects our ability to provide Subscription services, Scopio will provide User 30 days’ notice of any changes to our Platform. In addition, Scopio reserves the right to make any changes to Platform upon 30 days written notice.

Credit

If Marketplace Content is used in a production incorporating Content where credit is customary or where other credits are provided, Users will use reasonable efforts to accompany production with a credit line reading "Stock content provided by Contributor/Scopio” or similar language.

Representations, Warranties and Disclaimers

With regard to Subscription Services, Scopio represents and warrants that it has full right and authority to enter into and perform its obligations under this Agreement; the Services will perform materially in accordance with the terms of any Subscription Form or this Agreement; and it has the right, title, and interest to the Platform sufficient to grant the rights granted under this Agreement.

With regard to Marketplace Content, Scopio warrants that it has the full right and authority to enter into and grant the rights in the Content granted to you in this Agreement, subject to all applicable limitations and exclusions in this Agreement.

With respect to Content downloaded from the Marketplace and used in compliance with this Agreement and provided you have fulfilled your responsibilities and obligations under this Agreement, including your payment of all applicable fees, Scopio warrants that your use of such Content will not infringe on any copyrights or moral rights of the Contributor.

The above representations and warranties do not apply to any, Third-Party IP, or persons and property appearing in the Marketplace Content where model and property releases have not been expressly indicated on the Content page in the Marketplace.

Scopio also warrants there are no material defects in the Content which would prevent it from being downloaded and used as permitted herein. If there are material defects in the Content, your remedy will be to download Content again to obtain a replacement copy or if we determine, in our sole discretion, defects would continue to prevent it from being downloaded properly, we will refund fees paid by you for the Content.

In the Marketplace, while Scopio has made reasonable efforts to keyword, caption and describe the Content, we do not warrant the accuracy of such information.

User represents and warrants that it has full right, power, and authority to enter into and perform its obligations under this Agreement; no User’s use of the Content infringes upon or violates any (Third Party IP) intellectual property or other right of any person or entity.
If you are an individual, you represent and warrant that you are of sufficient legal age and have legal capacity to create binding legal obligations set out in this Agreement.

Users represent all information provided to Scopio by you or your authorized representative is accurate and true, including information relating to credit card or other payment information, and you agree to update such information as is necessary for such information to continue to be accurate and complete.

If you are the individual who is downloading Content from the Marketplace or utilizing the Subscription Services and Dashboard, you represent you are the Scopio User under whose user ID you are doing so.

If the individual who is entering into this Agreement is doing so on behalf of his/her employer, such individual represents and warrants that (i) he/she has the full right and authority to execute, deliver and perform this Agreement, and (ii) this Agreement is a binding Agreement, enforceable in accordance with its terms. In the event such individual does not have such right, power and authority, such individual agrees that in addition to all rights and remedies available to anyone else relating to violation or infringement of intellectual rights, he/she will be personally liable to us for any breaches of the terms of this Agreement or violation and infringement of intellectual rights in the Content by such individual or entity.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS NOTED IN THIS AGREEMENT, SCOPIO EXPRESSLY DISCLAIMS AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY USER, CONTRIBUTOR OR THIRD-PARTY CONTENT.
OTHER THAN AS EXPRESSLY PROVIDED ABOVE, THE WEBSITE, OUR SERVICES, THE CONTENT AND THE CONTENT INFORMATION ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE PARTIES DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE CONTENT OR THE CONTENT INFORMATION WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE.

Terms and Termination

This Agreement will remain in effect so long as any Subscription Form remains in effect, and for Marketplace Users, unless otherwise terminated as provided herein.

If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon 30 days’ advance written notice to the other party unless the other party cures the breach within 14 days of receipt of such notice of material breach. Your representations, warranties and all other obligations shall survive termination of this Agreement and any remedies for breach of the Agreement shall survive termination or expiration.

Indemnification

Scopio Indemnity Provided User is not otherwise in breach of this Agreement and subject to any limitation on warranties, as User's sole and exclusive remedy for any breach of the representations and warranties above, Scopio  shall defend, indemnify and hold harmless User  and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that Scopio is in breach of its warranties set forth above. No other indemnification is offered by Scopio under the Agreement.

User Indemnity User agrees to defend, indemnify and hold Scopio and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of claims by third parties relating to User’s use of any Content outside the scope of this Agreement or any other breach by User of this Agreement.

Notification

The party seeking indemnification shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

Limits of Liability

SCOPIO WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO CONTENT OR MATERIAL SUBMITTED TO SCOPIO. SCOPIO'S MAXIMUM AGGREGATE LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT, OR OTHERWISE) FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, THE USE OF CONTENT PROVIDED TO SCOPIO, OR THE USE OF THE SERVICES OR WEBSITE, WILL NOT EXCEED THE FEES COLLECTED BY SCOPIO FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM. YOU ACKNOWLEDGE THAT SCOPIO WILL NOT BE RESPONSIBLE FOR THE MISUSE OF YOUR CONTENT BY THIRD PARTIES. NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Payment and Tax

Users with Subscriptions shall pay the fees set forth in the Subscription Form payable to Scopio hereunder according to the payment terms in the Subscription Form, but no later than 30 days of receipt of initial invoice submitted by Scopio and monthly thereafter.

Users of the Marketplace will pay Fees set forth during Check-out and payable to Scopio hereunder according to the payment terms more fully described in Check-out.  

All payments hereunder shall be in U.S. dollars and made, at Scopio’s option, by check, wire transfer, or credit card. User will reimburse Scopio for any credit card processing fees and any unpaid and uncontested balance due and owing will incur a late fee of 2% per month. In addition, if any invoice remains unpaid for more than 30 days, Scopio may suspend a Subscription or access to the Marketplace upon 10 days written notice.

All sales are final, and we are under no obligation to refund any fees paid for Content under any circumstances, except upon a material breach of one of our express representations and warranties set forth herein.

Users are responsible for paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of this Agreement.

Users may not reduce payment by any set off, deduction or withholding of any kind, including tax withholdings or amounts charged for currency conversion; to the extent Users determine they are required under law.

General Provisions

Termination and Withdrawal

Scopio reserves the right to automatically terminate or revoke the license contained in this Agreement and invoice without notice if User or its client fails to comply with any provision of this Agreement. In addition, Scopio may withdraw Content based on a potential or actual legal claim. Upon termination or withdrawal, User must immediately discontinue all future use of the Content, delete the Content and all copies from all magnetic/electronic media and destroy all other copies in its possession or control.

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 reformed only to the extent to make it enforceable.

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. User agrees that the County Court of the State of New York for New York County and the United States District Court for the Southern District of New York located in New York City 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 Scopio is obligated to go to court to enforce any of its rights, the User agrees to reimburse Scopio for its legal fees and disbursements if Scopio is successful.
Waiver

No action of Scopio, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

Entire Contract

This contract and any Subscription Form contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed 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 writing sent by User, the terms of this Agreement shall govern.