The Luupe Royalty-Free Content License

The Luupe Royalty-Free Content License (“License”) describes the terms and conditions under which The Luupe, Inc. (“The Luupe” and/or its creators are willing to license royalty free images and/or videos (Content”) to you through The Luupe’s platforms (“Service”). If you have any questions about this License, please contact hi@theluupe.com.

This License contains information regarding our respective legal rights, remedies, and obligations and constitutes a binding agreement between The Luupe and anyone who makes use of the Service or of any Content (“Buyer”). The Buyer acknowledges and agrees that by using or paying for any Content from the Service the Buyer will be bound by all the terms of this License and the Service Terms of Use. If you do not agree with any of the terms or if you have any questions, please contact us at hi@theluupe.com before downloading or using any Content from the Service.

1. Ownership and Limited Transfer

Creatives who sell their Content on The Luupe (“Sellers”) retain all rights in and to their Content, including the copyright and all other intellectual property and neighboring rights. The Luupe asks that you consider properly embedding or limiting the size of the Content used online as a best practice to protect the Seller’s copyright. The Buyer agrees that, except for the rights expressly granted by The Luupe under this License, no rights in and to any Content are granted to the Buyer at any time.

The Luupe agrees to a temporary and limited transfer of granted rights in Content to a third party, provided that such third party is integral to the creation of Buyer’s final work (for example, a printer, designer, marketing agency, or social media manager), and further provided that the use of such Content is otherwise permitted hereunder. If you have questions about whether an intended transfer falls within this limited right, please contact hi@theluupe.com.

2. Grant of Sublicense

**Standard License
**Subject to all terms of this License, The Luupe grants the Buyer a perpetual, worldwide, non-exclusive, non-transferable (except as set forth herein), and non-sublicensable license to use the licensed Content in personal and commercial projects in the following ways and subject to all restrictions and provisions of this License:

Digital usage: Unlimited impressions for websites, social media, blogs, and other digital platforms.
Print usage: Use in physical end products such as brochures, product packaging, book covers, newspapers, or promotional materials, with a limit of 500,000 hard copies.
TV, Online Video, and Film: Unlimited viewers for small productions, TV series, or ads with a budget under $10k.
Out-of-Home (OOH) Advertising: Up to 500,000 impressions (views, not viewers) for trade show/conference, signage, billboards, subway ads, etc.

Modifications allowed: You may crop, edit, or alter the Content as necessary to suit your project.

The Standard License allows for one individual to use Content at a time. To allow for unlimited individuals from the same entity to use Content, including across affiliates or subsidiaries, please contact hi@theluupe.com.

Need more? For larger print runs, resale products, extensive OOH advertising, large-budget film productions, or exclusive licensing, contact us or email hi@theluupe.com to discuss extended licenses tailored to your needs.

3. Restrictions on Use

Without limiting any previously mentioned restrictions, the Buyer acknowledges and agrees that they will not directly or indirectly do any of the following, without The Luupe’s prior written consent;

sell, sublicense, assign, convey, share, or transfer any Content, or any rights thereto, in whole or in part, to any person or entity except as expressly permitted under this License;
sell or distribute Content or any works incorporating Content in any way that allows the Content to be extracted, accessed, or downloaded as a stand-alone file;
use, reproduce, distribute, or display the Content in a way that is considered by The Luupe or under applicable law, to be pornographic, obscene, infringing, or defamatory in nature or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
allow the Content to be used by more than one user at a time;
use Content in a print run over 500,000 copies;
use, reproduce, or distribute the Content in connection with any goods or services intended for resale or distribution where primary value lies in the Content itself;
incorporate the Content into a trade, design, or service mark; business name; or logo;
use any audio tracks separately from any video Content that may incorporate same;
take any action in connection with the Content that violates any law, regulation, or statute;
use the Content in printed materials and online periodicals and/or news sites, without the following credit adjacent to the Content in print or in credits for audio/visual productions, including a link to www.theluupe.com where technically feasible: "© [Name of Creative] / The Luupe”;
post or share Content in such a way to falsely represent that you are the original creator of the Content or any work made up largely of the Content;
use artificial intelligence upscaling tools to increase the file size of downloaded Content;
use Content in any way that suggests or implies that any individual in the Content is endorsing any product, service, idea, belief or site, including but not limited to attributing quotes to or creating fake online profiles for an individual (for example, on political materials or dating apps);
1. this restriction on endorsement does not apply to an individual who simply appears in an advertisement alongside a product; and
2. this restriction may be waived with inclusion of a conspicuous disclaimer accompanying each use that (i) the Content is being used for illustrative purposes only; and (ii) the person depicted is a model;
use any Content that includes an identifiable person in connection with a subject that would be unduly controversial to a reasonable person or that could have an negative impact on the model (and not otherwise restricted by Section 3(o)), without Buyer accompanying each use with a conspicuous disclaimer indicating that (i) the Content is being used for illustrative purposes only; and (ii) the person depicted is a model. Disclaimers are most likely required for, but not limited to, medical issues and diagnosis;
use any Content that includes an identifiable model in a manner that depicts such individual in a potentially sensitive subject matter; including, but not limited to substance abuse and recovery, sexually transmitted infections, mental health disorders, abuse, abortion, promotion of nicotine or tobacco use, or any implication that the model engages in activity that is immoral or illegal unless an extended license has been negotiated and purchased. Buyers interested in this license are encouraged to contact hi@theluupe.com for detailed information;
use, or allow third parties to use, any Content (including any caption information, keywords, or any other metadata associated with any Content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, The Luupe does not represent or warrant that consent has been obtained for such uses with respect to model-released Content;
use or alter any metadata, including caption information, keywords, accompanying text, or other metadata associated with Content separate and apart from the Content, or allow any third parties to access or use any such information associated with Content;
use any Content in connection with an immutable digital asset intended for sale, such as a non-fungible token (NFT).

4. Releases

Model and property releases are available to Buyers upon request from the Seller (identifying information will be redacted to protect private information).
The Luupe does not represent or warrant that any model release includes consent or biometric clearance for any machine learning or related uses.

5. Taxes

Buyer is responsible for any and all applicable taxes, customs, or duties imposed by any jurisdiction as a result of any license entered into by Buyer.

6. Payments and Pricing

Current pricing information may be found on the detail page for each Content listing.
Failure to pay in a timely manner will be a material breach of this License.
The purchase of any Content from The Luupe signifies your agreement to the terms of this License. Any purchase of Content constitutes a binding agreement with The Luupe.

7. Warranties and Disclaimers

Subject to all terms and conditions contained in this License, The Luupe represents and warrants that, to the best of its knowledge, the use by the Buyer of the Content as provided and as authorized in this License will not infringe or violate the intellectual property rights, publicity rights, or privacy rights of any third party.
The Luupe does not hold licenses for any audio tracks that may, in rare circumstances, accompany video Content. The Buyer has no rights to use such tracks.
Except as set forth in this License, the Content is provided “as is” and The Luupe makes no further representations or warranties as to the Content, including as to the accuracy of titles and descriptions.

8. Indemnifications and Limitations

Subject to the provisions below, the Buyer agrees to defend, indemnify, and hold The Luupe and its subsidiaries, commonly owned or controlled affiliates, and their respective officers, directors, employees, members, contractors, owners, agents, representatives, licensors, and (sub)licensees (collectively, “Indemnitees”) harmless from all claims, damages, liabilities and expenses (including reasonable legal fees) arising from:
1. the Buyer’s breach of any agreements, representations, warranties or obligations under this License, and
2. any and all modifications of the Content by the Buyer, the combination of the Content with any other work(s), and/or the context in which the Content is used.
Subject to the provisions below, The Luupe agrees to defend, indemnify and hold Buyer and its subsidiaries, commonly owned or controlled affiliates, and their respective officers, directors, and employees harmless from all claims, damages, liabilities, and expenses (including reasonable legal fees) arising from a breach of the representations and warranties set forth above solely as they apply to unaltered Content. This section will not apply if the use and/or distribution by the Buyer of the Content has at any time been in violation of the terms and conditions of this License or if the Buyer is otherwise in breach of this License and/or any other agreement with The Luupe.
Each party’s indemnity obligations are conditioned on the indemnified party
1. promptly providing the other party with written notice of any claim or threat of a claim;
2. giving the indemnifying party control of any defense or settlement, provided that the indemnifying party will not make any settlement that imposes any material obligation on the indemnified party without prior written agreement of the indemnified party.
3. cooperating fully with the indemnifying party in the defense of any such claim or matter, including production of all reasonable related information.
Except for any liability which cannot by law be excluded or limited, in no event will The Luupe’s total liability to the Buyer arising from this License, or the use of any Content licensed hereunder, exceed the amount Buyer paid to license the applicable Content regardless of the number or type of claims. The foregoing exclusions and limitations are applicable notwithstanding any failure of essential purpose.
The foregoing states the entire obligation of The Luupe and the other Indemnitees, and the sole remedy of the Buyer, with respect to any breach of the representations and warranties above. This indemnity section will survive the termination of this License.

9. Termination

Either party may terminate this License at any time and for any reason with 30-days notice. The Luupe may terminate this License at any time without notice if Buyer fails to comply with any provision of this License.

10. Governing Law

By downloading and using Content, Buyer acknowledges and agrees that this License and all matters related to use of the Service and/or the Content and all actions and disputes arising from or relating to this License will be construed and governed by the laws of New York and the laws of the United States applicable therein. Any legal action or proceeding concerning the validity, interpretation and enforcement of the License, matters arising out of or related to the License or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of New York in the County of New York, or of the United States of America for the Southern District of New York, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.

11. Severability

If any provision contained in this License is found to be invalid, illegal, or unenforceable in any respect; the validity, legality, and enforceability of the remaining provisions will not be affected. Such provisions will be revised only to the extent necessary to make them enforceable.

12. Waiver

No action by The Luupe, other than express written waiver, may be construed as a waiver of any provision of this License. No action by Buyer, other than express written waiver approved, in writing, by The Luupe may be construed as a waiver of any provision of this License.

13. Changes

The Luupe reserves the right to modify this License from time to time and will use reasonable efforts to notify Buyer of material changes hereto.

14. Forms

Each party agrees that use of pre-printed forms, including purchase orders, statements of work, or invoices, is for convenience only, and any pre-printed terms and conditions stated thereon, except as set forth in this License or otherwise specifically negotiated in writing, are void and of no effect.

15. Entire Agreement

This License contains all the terms of our agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of each party. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by the Buyer, the terms of this License will govern.