Introduction

These license terms (“License Terms”, “Agreement”) govern the use of all Raw & Rendered content including as accessed through www.rawandrendered.com (the “Site”) and are a legally binding contract between you (“Licensee”, “you”) and Raw & Rendered Motion & Design Inc. (“Licensor”, “Raw & Rendered), each a “Party” and together the “Parties”.

[These License Terms interact with and are subject to, and, where reasonably applicable, Licensee is subject to and provides express agreement and consent to our Privacy Policy and Terms of Service.]

Acceptance of Terms 

PLEASE READ THESE LICENSE TERMS CAREFULLY. THE LICENSEE ACKNOWLEDGES THAT THEY HAVE READ THESE LICENSE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM AS OF THE DATE THAT LICENSEE USES THE SITE AND/OR DOWNLOADS OR USES ANY OF RAW & RENDERED’S INTELLECTUAL PROPERTY (AS DEFINED BELOW). IF LICENSEE IS ACTING ON BEHALF OF AN ORGANIZATION, LICENSEE REPRESENTS THAT THEY ARE DULY AUTHORIZED TO ACT ON BEHALF OF THAT ORGANIZATION TO BIND THAT ORGANIZATION TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE LICENSE TERMS, YOU MUST IMMEDIATELY STOP USING THE SITE AND STOP ACCESSING AND USING THE LICENSED CONTENT. PLEASE KEEP A COPY OF THESE TERMS FOR YOUR RECORDS.

Intellectual Property & License Conditions

Other than the Licensed Rights (defined below) that are granted herein, Licensee understands and agrees that all intellectual property belonging to Raw & Rendered, including all copyrights, trademarks, trade secrets, and moral rights, including the Site and its entire contents, features, and functionality, and all information, files, content, materials, software, code, metadata, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, design elements, presentation, website or platform layout, selection, and arrangement, or any related derivatives, adaptations, or spinoffs (“Intellectual Property”), are the sole property of Raw & Rendered, and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, trade secret, or any other proprietary rights.

Subject to all terms, conditions, and limitations hereof, and only upon full payment of the License Fee (defined herein), Licensor hereby grants to Licensee a limited license to use the “Licensed Content” as defined in the “License Details” attached as Schedule 1, limited to the purposes as described therein, to be distributed in those approved media formats as specified in the License Details (the “Media”), throughout the World (the “Territory”)(collectively, the “Licensed Rights”). 

The terms set forth in the License Details, are incorporated herein by reference, provided, however, that in the event of any inconsistency between the License Details and these License Terms, the terms of the License Details will control to the extent necessary to resolve such inconsistency.

Apart from the Licensed Rights, all rights in and to the Licensed Content are expressly reserved by Licensor. Without limiting the generality of the foregoing, the Licensed Rights are subject to the following conditions and limitations:  

1. the Licensee shall only use the Licensed Content for the “Project” as specified by Licensee on the Site at the time of the quote and purchase process and as further defined in Schedule 1; 
2. the Licensee may not materially alter, edit, combine, or lift the Licensed Content in any way, and the Licensed Rights do not extend to any exploitation of the Licensed Content which materially deviates from the Usage as described in the License Details; 
3. except as otherwise stated in the License Details, Licensee may not use the Licensed Content in connection with or as a part of:
   a) any type of physical, digital, or virtual merchandise (or other product intended for resale), non-fungible token, or other digital asset;
   b) any third-party logo, trademark, or other brand or company identifier other than the Licensee’s;
   c) any image download or other standalone file;
   d) any product library or collection; or
   e) any endorsement of any third-party product, service, cause, or organization;
4. except as otherwise stated in the License Details as being subject to “Market Freeze” exclusivity, the Licensed Rights are granted to Licensee on a non-exclusive basis;
5. except as otherwise stated in the License Details, the Licensed Rights are granted to Licensee on a non-transferable basis, and any attempt to transfer, assign, or sub-license the Licensed Rights (or the obligations set forth herein) without Licensor’s prior written consent in each instance will be void ab initio; 
6. the Licensee shall have no right, title, or interest in the Licensed Content apart from the limited license granted in this Agreement; 
7. the Licensee will not seek to register or claim ownership of the Licensed Content, or take any action inconsistent with Licensor’s rights, including by way of asserting any right to revenue from a copyright collecting agency, social media or content sharing platform, or any other third party in respect of copying, sharing, distribution, or other ancillary uses of the Licensed Content;
8. to the extent that the incorporation of the Licensed Content into the Project is considered a derivative work or adaptation under applicable copyright laws, the exploitation of the same is subject to and expressly limited by the conditions and restrictions herein;
9. in no event may the Licensed Content be used in a way that is, in the sole opinion of Licensor, infringing, pornographic, obscene, abusive, immoral, illegal or inciteful of an illegal act, invasive of privacy or publicity, defamatory, libelous, slanderous, fraudulent, false or misleading, or is in a way hateful or derogatory of any race, nationality, ethnic identity, gender, gender identity, or sexual orientation, or political or religious belief; 
10. upon request, Licensee agrees to provide Licensor with copies of any portion of the Project which incorporates the Licensed Content for purposes of ensuring compliance with these License Terms. Failure to cooperate with Licensor in connection with the foregoing will be deemed a material breach hereof and entitle Licensor to terminate the Licensed Rights immediately; and 
11. the Licensee hereby grants Licensor all rights necessary to permit Licensor to use such portions of the Project solely for archival, promotional, and marketing purposes on the Site limited to organic usage on a royalty-free basis.

License Fee

As consideration for the Licensed Rights to use the Licensed Content as described herein, Licensee will pay Licensor the fee (the “License Fee”) set forth in the License Details. The grant of rights to Licensee is expressly contingent upon payment of the License Fee and Licensee’s compliance with all terms and conditions of these License Terms. Accordingly, in the event that Licensee fails to pay the License Fee in full and in accordance with the terms of any applicable invoice, Licensor may revoke the Licensed Rights ab initio and all prior use of the Licensed Content will be deemed unauthorized. 

For clarity, Licensee is responsible for paying any applicable sales, harmonized, use, excise, goods and services, value added, and other taxes, customs and duties imposed by any jurisdiction as a result of Licensee’s use of the Licensed Content (or otherwise in connection with these License Terms), as well as any additional fees, royalties, or other payments.

Moral Rights & Author’s Credit

The Licensor retains their moral rights in and to the Licensed Content and the Licensee shall always respect and uphold the Licensor’s moral rights. 

Licensee agrees to accord credit to Licensor in accordance with the instructions on the License Details. For crediting purposes, Licensee may not use Licensor’s trademarks or logos without the prior written consent of Licensor.

Representations & Warranties

Licensor represents and warrants that: 

1. it has the right and power to grant the Licensed Rights and to fully perform its obligations in accordance with all of the terms thereof; 
2. to its knowledge, Licensee’s use of the Licensed Content as expressly permitted and with strict adherence to the terms herein will not violate, misappropriate, or infringe on the rights of any person, firm, or entity; 
3. the Licensed Content will be free from defects in material and workmanship for a period of thirty (30) days from the date Licensee’s downloads the applicable Licensed Content from the Site; and 
4. apart from the License Fee, no further payments will be due to Licensor for use of the Licensed Content in the Project. 

Licensee represents and warrants that: 

1. all information provided by Licensee during the quote and purchase process whether online or otherwise (collectively, “Licensee Information”), including your individual name, entity name, entity type, entity size, the Project name, Project description, and the name, size, and description of any end client (if applicable), is true and correct;
2. it has (or will have) secured, at Licensee’s own cost and expense, all additional licenses, approvals, consents, and permissions in connection with the Project as may be necessary which are not included in the Licensed Rights;
3. its use of the Licensed Content will not in any way violate any laws, rules, or regulations or the rights of a third-party or Raw & Rendered; 
4. it will comply with all applicable laws, rules, and regulations in the exercise and use of the Licensed Rights granted hereunder; and
5. it will not remove (nor permit the removal) of any digital rights management features or tools embedded in the Licensed Content.

Indemnification

Licensee agrees to and does hereby indemnify, save, defend, and hold Licensor and its officers, managers, members, employees, attorneys, representatives, and agents harmless from any and all loss or damage (including court costs and reasonable outside attorneys’ fees) arising out of a claim regarding or as a result of any inconsistency with, failure of, or breach or threatened breach by the indemnifying party of any warranty, representation, agreement, undertaking, or covenant made by such party contained herein; or regarding Licensee’s breach of this Agreement; or regarding the Project or the Licensed Content. Licensor does not and will not owe Licensee any indemnity obligations.

Refunds 

Provided that Licensee has not made any use of or downloaded the Licensed Content, Licensee may cancel any license ordered within fourteen (14) days of executing the transaction with Licensor and receive a full refund of the License Fee paid. Any cancellation request thereafter will be within Licensor’s sole discretion to accept or reject. In no event will Licensor have any obligation to return or refund any portion of the License Fee which is identified in the License Details or an applicable invoice as non-refundable at the time it is submitted to Licensor. For the avoidance of doubt, a Market Freeze License, as defined in Schedule 1, may not be refunded in any scenario. 

Limitation of Liability

Except as otherwise set forth in this Agreement, the Licensed Content is provided “as is” without warranties or conditions of merchantability or fitness for a particular purpose. Licensor does not represent or warrant that the Licensed Content will meet Licensee’s requirements or that its use will be uninterrupted or error-free. The entire risk as to the quality and performance of the Licensed Content is with Licensee. In no event will Licensor or its officers, managers, members, employees, attorneys, representatives, or agents be liable for any special, incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of these License Terms, including in connection with Licensee’s use of, reliance upon, access to, or exploitation of the Licensed Content, or any part thereof, or any rights granted to Licensee hereunder. Licensor’s maximum liability hereunder will be the License Fee paid by Licensee.

Release 

The Licensee hereby releases, waives, and discharges the Licensor from all liability, in law or in equity, for any and all loss or damage to person or property, and any claims for damages resulting therefrom, in any manner whatsoever, resulting from or in connection with this Agreement, the Site, the Project, or the Licensed Content.

Jurisdiction

This Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada, as applicable. 

Termination & Disputes

Licensee acknowledges that use of the Licensed Content in a manner not expressly authorized by these License Terms is unauthorized and subject to the rights and remedies provided in law or in equity throughout the various countries in the Territory. Without prejudice to any other remedies, Licensor may seek injunctive relief and applicable legal remedies to cease the infringing conduct with respect to any infringing or unauthorized use of the Licensed Content. 

Without limiting the foregoing, in any dispute brought by a Party to this Agreement against the other Party to this Agreement, other than a claim or application for equitable relief brought by Licensor, the Parties agree to first negotiate in good faith to cure or resolve such dispute. If the dispute is not cured or resolved within ten (10) days of prior written notice to the other Party, each Party shall submit to binding arbitration or mediation and the decision of such arbiter or mediator shall be final and binding. To the fullest extent permitted by law, each Party waives trial by jury in any action, proceeding, or counterclaim brought by or on behalf of either Party with respect to any matter relating to this Agreement. The arbitrator or mediator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration and the losing Party shall cover the costs of the mediator or arbitrator. To the extent permitted under applicable law, the Parties agree to resolve any dispute in arbitration or mediation on an individual basis only, and not on a class or collective action basis. If any court, arbitrator, or mediator finds that this agreement to arbitrate is unenforceable, the Parties agree to submit to the personal and exclusive jurisdiction of the courts of Alberta and Canada, as applicable.

Without limiting the foregoing, any termination of this Agreement shall terminate the Licensed Rights and shall render the distribution, licensing, or use of the Licensed Content by Licensee as unauthorized and subject to the rights and remedies provided in law or in equity throughout the various countries in the Territory. In the event of termination of the Licensed Rights due to any breach by Licensee, Licensor will be entitled to retain the License Fee in addition to further legal remedies, including injunctive relief. Termination hereof (for any reason) will not release either Party from any terms that expressly survive, remain to be performed, or by their nature are intended to survive such termination (e.g., the representations, warranties, and indemnity provisions herein).

General Provisions 

[Except where expressly inconsistent, the terms herein do not modify the Terms of Service and Privacy Policy located on the Site, which govern Licensee’s use of the Site and collection and use of data. For clarity, in the event of any inconsistency between these terms and such Terms of Service or Privacy Policy, the terms herein will control.]

The relationship between Licensor and Licensee is solely that of an ordinary contract, and neither Party has any fiduciary or other special relationship with the other Party. Further, nothing herein, expressed, or implied, will constitute or contemplate a partnership, joint venture, employment, or other agency relationship between Licensor and Licensee. 

This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assignees. Nothing herein, expressed or implied, is intended to or confers upon any other person, firm, or entity any legal or equitable right, benefit, or remedy under or in connection with this Agreement. 

All notices and communications to Licensor shall be in writing and may be delivered electronically to license@rawandrendered.com.

All notices and communications to Licensee shall be in writing and may be delivered electronically to the email address Licensee provided to the Site or that Licensee used to contact Raw & Rendered.

This Agreement represents the entire agreement between the Parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts, and understandings with respect to the subject matter of this Agreement. 

No modification, amendment, waiver, or discharge of this Agreement will be binding unless done by a written instrument signed by the Parties. 

The invalidity or unenforceability of any provision hereof will not affect the validity or enforceability of any other provision hereof or the remainder of the Agreement. 

As used herein, the word “including” is non-restrictive, and the word “or” is disjunctive but non-exclusive unless otherwise stated. 

If any legal proceeding is brought by either party hereto to enforce or interpret these License Terms, both parties will be deemed to have jointly drafted these License Terms and neither side will enjoy the benefit of any evidentiary presumptions based upon the identity of the drafter thereof. 

Licensee acknowledges that it has been represented by independent counsel or has had the unrestricted opportunity to consult with independent counsel of its own choice in connection with reviewing and agreeing to be bound by these License Terms, and that any failure by Licensee to retain independent counsel will not affect the enforceability or interpretation hereof.

Licensed Content

The content licensed to Licensee under this Agreement shall be limited to the content as identified by the ID number displayed to Licensee on the Site at the time of the quote and purchase process (the “Licensed Content”). 

License Fee

The Licensee shall pay to Licensor the “License Fee” as displayed to Licensee on the Site at the time of the quote and purchase process. Without limiting the foregoing, the License Fee may be in accordance with the following ranges, which may change from time to time:

1. Digital License - $250USD
2. Print & Digital License - $500USD
3. Market Freeze License - $1250-5250USD
4. Extended License - As determined by the Parties

Author’s Credit

In plain view of any use of the Licensed Materials, the Licensee shall credit the author as follows including the embedded hyperlink:
“Credit: Raw & Rendered ”

The Project

The Licensee is only granted a license to use the Licensed Content for a single “Project” as specified by Licensee to Raw & Rendered on the Site. For the avoidance of doubt, a “Project” is a single-use application of Licensee in one visual or audio-visual undertaking. 

License Comparisons & Usage Details

Digital License

The Digital License is a digital-only license that grants you unlimited web impressions in a single Project. 

The Digital License may be used by Licensee:  

• to reproduce unlimited copies of the Licensed Content in a single Project with unlimited digital impressions
• to use the Licensed Content in a single use for email marketing or mobile advertising with unlimited impressions 
• to share the unmodified Licensed Content with employees and contractors who have contractually agreed to abide by the License Terms
• to modify the Licensed Content in accordance with the License Terms
• to transfer the license to a client or employer with the permission of the Licensor and in accordance with the License Terms

Under the Digital License, the Licensee may not:

• distribute the stand-alone file
• without limiting the License Terms, create merchandise, templates, or other products for resale or distribution where the primary value of the product is associated with the asset itself
• transfer the license to more than one employer or client, unless a separate license is obtained for each

Print & Digital License

The Print & Digital licenses grant you unlimited web impressions and up to 100,000 print impressions in a single project or campaign.

The Print & Digital License may be used by Licensee:  

• to reproduce up to 100,000 copies of the Licensed Content in all Media in a single Project with unlimited digital impressions and only 100,000 print impressions
• to use the Licensed Content in email marketing, mobile advertising, or a broadcast or digital program with unlimited impressions 
• to post the Licensed Content to a website or social media site with unlimited impressions
• to modify the Licensed Content in accordance with the License Terms
• to transfer the license to a client or employer in accordance with the permission of the Licensor and in accordance with the License Terms

Under the Print & Digital License, the Licensee may not: 

• reproduce more than 100,000 printed copies
• distribute the stand-alone file
• without limiting the License Terms, create merchandise, templates, or other products for resale or distribution where the primary value of the product is associated with the asset itself
• transfer the license to more than one employer or client, unless separately licensed for each

Market Freeze License

The Market Freeze license grants you exclusivity from the date of purchase, ensuring the Licensed Content cannot be used by anyone else. Market Freeze licenses are non-refundable. 

The Market Freeze License may be used by Licensee:  

• in addition to any Digital License or Print & Digital License
• to grant exclusive use of the Licensed Content to Licensee from the date of purchase

Extended License

An Extended License is a negotiated license that’s granted by Licensor on a discretionary basis and at Licensor’s option. The Licensor shall provide Licensee a quote on a per-transaction basis, based on proposed uses of the Licensed Content. 

Without limiting the foregoing, the Extended License may be used by Licensee:  

• for unlimited print impressions
• for Enterprise/multi-seat purposes (500+ employees)
• for use in products for resale
• for use in TV, broadcast, or OOH billboards
• for use in fine art prints, books, and magazine covers