License Agreement
Last Updated: July 28th, 2021
This is a license agreement between you (a "user" or "subscriber") and Authentic Creatives, LLC d/b/a Clipart.com (Clipart.com) that describes how you can use the content (collectively clip art, vectors, illustrations, 3D art, photos, photo objects, fonts, sounds, videos, web graphics and animations) you download from the website based on your subscription or individual license agreement that determines the amount of content you can download and the terms of use. By downloading any content, you accept the terms of this agreement and the subscription plan or license model you select.
Licenses to Use Content.
Clipart.com offers users the ability to license Content on Clipart's website via a Standard subscription agreement, Professional subscription agreement, Extended License agreement, or Single File License agreement, according to the terms of the product selected and other restrictions."
Each license under the subscription product grants the users a worldwide, non-exclusive, non-sub-licensable, non-transferable and perpetual royalty-free personal and commercial license to reproduce, distribute, publish, transmit and display, in whole or in part, the Content, and create derivative works from the Content in any and all media for all legal purposes other than those uses prohibited by the restrictions below or without acquiring an Extended license or Professional Subscription, if applicable.
Standard Subscription License: Subject to the restrictions below, a standard subscription permits the subscriber to 1) use the Content for personal use; 2) use the content for any commercial purposes up to 500,000 cumulative printed copies; and 3) use the content in e-books, 'print-on-demand' books (except content centric books) , apps*, software, TV and video (production budget up to $10,000 US), digital worksheets, documents or presentations (intended for multiple distribution) without purchasing an Extended license or Professional Subscription. A subscriber can obtain an Extended license from Clipart.com for any individual item of Content acquired under a standard Subscription agreement.
*This does not restrict the use of the Clipart.com API
The Professional and Extended license provide the same rights as the above Standard Subscription License plus additional rights to use the Content on POD, templates for resale, and video/tv production over $10,000.
Restrictions.
No Standalone File Use: You may not: (i) make the Content available (separate from its incorporation in any work) in any medium accessible by persons other than authorized Users; or (ii) make the Content available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Content as a standalone file.
No Unlawful Use: You may not use the content 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 Content.
No Trademark Use: You may not incorporate the content into a logo, corporate ID, trademark or service mark.
No Sensitive Use without a Disclaimer. If the Content 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 Content is being used for illustrative purposes only; and (ii) any person depicted in the Content, if any, is a model.
No Competing Use: You may not use content to compete with Clipart.com or create a library of content for distribution.
Uses Requiring an Extended License or Professional Subscription.
Commercial Purposes: You may not use any of the Clipart.com content for any commercial purposes in excess of 500,000 cumulative printed copies or on Content focused products where the primary value of the product is the Content (such as Posters, tshirts, mugs, etc.) without explicit written permission of Clipart.com or the purchase of an Extended license or Professional Subscription.
E-book and Other Media Uses: You may not use Clipart.com content in e-books, 'print-on-demand' books, apps, software, TV and video (production budget up to $10,000 US), digital worksheets, documents or presentations (intended for multiple distribution) without the purchase of an Extended license or Professional Subscription. For e-Books you may only use the content as illustrative design and not as the primary focus of the publication.
Electronic Template Use or On Demand Product Use: You may not (i) include the Content in an electronic template for use by third parties on electronic or printed products, cut files, digital scrapbooking or digitized embroidery files intended for multiple distribution; or (ii) use or display the Content on websites (such as Café Press or Zazzle) or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products (e.g., products in which Content is selected by a third party for customization of such product on a made-to-order basis, including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items, including through the sale of custom design websites without explicit written permission of Clipart.com or the purchase of an Extended license or Professional Subscription.
NFTs: Unless expressly authorized by Clipart.com, you may not use any items of content in connection with an immutable digital asset intended for sale (such as a non-fungible token).
No Machine Learning, AI, or Biometric Technology Use. Unless expressly authorized by Clipart.com in writing, you may not use content (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 Content. You may permit subcontractors to use the licensed content for preparation of the final work product that incorporates the content, provided that such subcontractors agree to abide by the provisions of this Agreement. You may license Content on behalf of a third-party client ("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.
Seat License. Each user is required to have a unique password and user ID to access the content on Clipart.com. You must purchase additional seat licenses from Clipart.com for any additional person to access the content.
Credit and Intellectual Property. No ownership or copyright in any Content shall pass to you by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Clipart.com grants you no right or license, express or implied, to the Content. You may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Content contained in a work incorporating the Content. You must notify Clipart.com if you become aware of any unauthorized use of the Content.
License and Subscription Payment. No licenses are granted until payment of Clipart.com's license or subscription fee is received in full. Unless credit terms have specifically been agreed to directly between Clipart.com and you, payment of Clipart.com's invoices must be received prior to the publication or other use of any Content. You agree to pay Clipart.com a service charge of 1.5% per month on any unpaid balance after the first use of the Content. Any disputes concerning the 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 Clipart.com to collect past due amounts.
Subscriptions are billed to you annually on the date of purchase and subsequently on a renewal date until cancelled. "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 cancelled 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 License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of you or Purchaser (if any).
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 subscription fees are not paid, your subscription and license immediately terminate. Upon termination, you have no right or authorization to download and use anything past or present from this website until the fees have been paid.
A download limit may be put in place per product/subscription. This limit may change at any time and without notice. The license contained in this Agreement will terminate automatically without notice from Clipart.com if you fail to comply with any provision of this Agreement. Upon termination, you must immediately (i) stop using the Content, (ii) destroy or, upon the request of Clipart.com, return the Content to Clipart.com, and (iii) delete or remove the Content from Your premises, computer systems, back-ups, and storage (electronic or physical).
Revocation. Clipart.com reserves the right to revoke the license to use any Content for good cause and elect to replace such Content with alternate Content. Upon notice of any revocation of a license for any Content, you shall immediately cease using such Content, shall take all reasonable steps to discontinue use of the revoked Content in products that already exist and shall inform all end-users and clients of same. The replacement Content is subject to the terms and conditions of this Agreement.
Warranty and Limitation of Liability.
Clipart.com warrants that: (i) the Content 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 Content; (ii) it has all necessary rights and authority to enter into and perform this Agreement.
DIGITAL FILES ARE PROVIDED "AS IS." Clipart.com 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. Clipart.com MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. THE USE OF THIS SITE IS AT YOUR OWN RISK.
Clipart.com 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 CONTENT, OR OTHERWISE, EVEN IF Clipart.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. Clipart.com'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH USE OF OR INABILITY TO USE THE CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE AMOUNT OF THE LICENSE FEE. Clipart.com SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH CONTENT 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 Clipart.com 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 content or any other breach by You of this Agreement. You warrant that you will use best efforts to protect the Content 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 Content.
Miscellaneous Terms.
Assignment: This agreement is personal to you and is not assignable by you without Clipart.com's prior written consent. Clipart.com 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: For all Content that is delivered to You in electronic form, You must retain the copyright symbol, the name of Clipart.com, the content identification number and any other information as may be embedded in the electronic file containing the Content. You shall maintain a robust firewall to safeguard against unauthorized third-party access to the Content. Upon Termination you must delete all the digital files.
Choice of Law/Attorney's Fees: This Agreement will be governed in all respects by the laws of the Commonwealth of Massachusetts, without reference to its laws relating to conflicts of law. You agree that the relevant state and federal courts of Suffolk County, MA 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 Clipart.com is obligated to go to court to enforce any of its rights, You agree to reimburse Clipart.com for its legal fees and disbursements if Clipart.com is successful.
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 Clipart.com and contains all the terms of the license agreement. 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 or issued electronically by Clipart.com and accepted in writing by an authorized representative of You. 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.
