User Generated Content License Agreement & Subscription
Updated: May 1, 2021
Our Content License Agreement outlines the available licenses, rights and ownership details, and the permitted uses of each license. The document covers the standard Royalty-free License as well as the Extended License options.
If you do not agree with any of the terms, please contact us directly at https://www.recoup.com/contact-us to discuss with our legal team before downloading or using any Content from the Site.
For any general questions or concerns, please contact support at https://www.recoup.com/contact-us. Definitions relevant to this agreement can be found in Section 15.
Ownership and Limited Transfer
Each Member retains all rights to their Content, including copyright, title, and all other intellectual property rights. The Client agrees that, except for the rights expressly granted by Recoup under this Agreement, no rights in any Content are granted to the Client at any time.
Recoup agrees to a limited transfer of granted rights between a Client authorized to subscription on behalf of another or between a Client and a third party, where the third party is integral to the creation of the final Work (for example, a printer, designer, or social media manager), provided those parties agree to the terms of this Agreement. If you have questions about whether an intended transfer falls within this limited right, please contact https://www.recoup.com/contact-us
Grant of Sublicense
Subject to all terms of this Agreement, Recoup grants the Client a 12-month, worldwide, non-exclusive, non-transferable, and non-sublicensable license in the Content; and the Client may use the Content in the creation of Works and modify, reproduce, transmit, or display the Content. For questions regarding use of Content or to clarify use details, Recoup encourages Client to contact https://www.recoup.com/contact-us.
The Standard License allows use in:
advertising, editorial, and promotional projects, up to 500,000 hard copies. This includes but is not limited to promotional materials, product packaging, book covers, presentations, catalogues, magazines, or newspapers;
online, electronic, and mobile publications and applications for an unlimited number of impressions. This includes but is not limited to websites, e-book covers, online album or playlist covers, broadcast media, and mobile application or video game backgrounds or elements where the content is not contributing to the core value; or
any social media platform, but where no modification is made to the photograph or video, an attribution must accompany the social media post with specific mention of Recoup or with the hashtag “#recoup.”
- Restrictions on Use
Without limiting any previously mentioned restrictions, the Client acknowledges and agrees that they will not do any of the following, unless Client has contacted https://www.recoup.com/contact-us and arranged specific terms in writing and signed by both parties:
sell, sublicense, assign, convey, share, or transfer any Content, in whole or in part, or rights thereto to any person or entity except as expressly permitted under this Agreement; or
sell or distribute Content or Work containing Content in any way that allows the Content to be extracted, accessed, or downloaded as a stand-alone file; or
use, reproduce, distribute, or display the Content in a way that is considered by Recoup or under applicable law, to be considered 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; or
incorporate the Content into a trade, design, or service mark; business name; or logo; or
make use of any audio that may, in some circumstances, accompany video content; or
take any action in connection with the Content that violates any law, regulation or statute in an applicable jurisdiction; or
post Content that has not been altered on social media or use the Content in an editorial manner without the following credit adjacent to the Content in print or in credits for audio/visual productions, including a link to www.recoup.com where technically feasible.
use Content in any way that suggests or implies that any individual in the Content is personally endorsing any product, service, idea, or site, including but not limited to attributing quotes to or creating fake online profiles for an individual including promotion or marketing materials (for example, on political materials or dating apps); or
use the Content that includes an identifiable model in connection with a subject that would be unflattering, embarrassing, or unduly controversial to a reasonable person (and not otherwise restricted by Section 3(m)), without Client accompanying each use with a conspicuous statement that indicates that (i) the Content is being used for illustrative purposes only; and (ii) that the person depicted is a model. Such subjects include but are not limited to medical issues, menstruation, relationship concerns; or
use any Content that includes an identifiable model in a manner that depicts such person in a potentially sensitive subject matter; including, but not limited to actual or implied sexual activity, substance abuse and recovery, sexually transmitted infections, mental health concerns and disorders, abuse, abortion, promotion of tobacco use, or any implication that the model engages in activity that is immoral or illegal.
Model and property releases are available to clients upon request, but all identifying information will be redacted to protect private information.
Client is responsible for any and all applicable taxes, customs, or duties imposed by any jurisdiction as a result of any license purchased by Client.
Payments and Pricing
Current pricing information may be found https://www.recoup.com/get-user-generated-content/.
Payments are due by credit card and will be renewed according to the schedule stated unless Client gives notice to cancel license(s) at least thirty days prior to renewal date. If Recoup allows payment by invoice, payment is due immediately upon initial or renewal date without terms. Payment by invoice is still an annual license subscription and is due annually unless Client otherwise cancels 30 days prior to subscription due date. If client cancels licenses, all content must be removed immediately upon cancellation from client’s properties. A failure to pay according to stated renewal schedule(s) is considered a de facto cancellation. This includes any Client purchasing on behalf of another entity, regardless of when the end user pays the purchasing Client.
Failure to pay will be considered a material breach of this Agreement.
- Warranties and Disclaimers
Subject to all terms and conditions contained in this Agreement, Recoup represents and warrants that, to the best of its knowledge, the use by the Client of the Content as provided and as authorized in this Agreement will not infringe or violate the intellectual property rights, publicity rights, or privacy rights of any third party.
Recoup does not hold licenses for any audio tracks that may, in rare circumstances, accompany video Content. The Client has no rights to use such tracks.
Except as set forth in this Agreement, the Content is provided “as is” and Recoup makes no further representations or warranties as to the Content, including as to the accuracy of titles and descriptions.
- Indemnification and Limitations
Subject to the provisions below, the Client agrees to defend, indemnify, and hold Recoup 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:
the Client’s breach of any warranties or obligations under this Agreement, and
from any and all uses of the Content by the Client resulting from the Client’s modification of the Content, the combination of the Content with any other work(s), and the context in which the Content is used.
Subject to the provisions below, Recoup agrees to defend, indemnify and hold Client 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. This section will not apply if the use and/or distribution by the Client of the Content has at any time not been in accordance with the terms and conditions of this Agreement or if the Client is otherwise in breach of this Agreement.
Each party’s indemnity obligations are conditioned on the indemnified party
promptly providing the other party with written notice of any claim or threat of a claim;
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.
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 Indemnitees’ total liability to the Client arising from this Agreement, or the use of any Content licensed hereunder, exceed ten thousand dollars ($10,000.00) regardless of the number or type of claims and regardless of the number of times that the Client licenses the same content from Recoup. The foregoing exclusions and limitations are applicable notwithstanding any failure of essential purpose.
The foregoing states the entire obligation of Recoup and the other Indemnitees, and the sole remedy of the Client, with respect to any breach of the representations and warranties above. This indemnity section will survive the termination of this Agreement.
Recoup may terminate this Agreement at any time without notice if Client fails to comply with any provision of this Agreement. Upon termination, Client must cease use of any Content and delete Content from any of Client’s computers or systems. Recoup realizes that in some cases, removal of content will not be possible. Termination will only be used as a last resort.
By downloading and using Content, Client acknowledges and agrees that this Agreement and all matters related to use of the Site and/or the Content and all actions and disputes arising from or relating to this Agreement will be construed and governed by the laws of Georgia and the laws of United States applicable therein, unless the Client has negotiated otherwise.
If any provision contained in this Agreement 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.
No action by Recoup, other than express written waiver, may be construed as a waiver of any provision of this Agreement. No action by Client, other than express written waiver approved, in writing, by Recoup, may be construed as a waiver of any provision of this Agreement.
Recoup reserves the right to modify these terms as needed from time to time. Unless Recoup determines a change alters the material understanding of how the Client may use the Content, Recoup will not be obligated to notify Client of minor changes.
This Agreement 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 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 Client, the terms of this Agreement will govern.
Agreement: this Content License Agreement, which governs the licensing and use of any Content available on the Site or otherwise affiliated with Recoup, and which may only be modified by an agreement in writing and signed by both Recoup and the Client;
Asset: any single photograph, video, or other digital media available to license from the Site or through Recoup directly;
Asset Detail Page: a page on the Site showing one asset and that asset’s details, including title, description, keywords, presence of any releases, and all other asset-specific material;
Client: any individual, entity, or agency using the Site to purchase sublicenses for Content;
Content: a collective term that includes any or all of the individual assets making up the Recoup collection;
Editorial: any content used for a non-commercial purpose, such as to provide context or illustrate an idea; often found in newspapers and blogs. All Content from Recoup may be used editorially;
License: payment in exchange for limited use of a copyrighted asset;
Member: an individual who has been accepted as a contributing artist at Recoup, and who provides Content to the site under Member Agreements. Members, by uploading Content to Recoup, authorize Recoup to grant sublicenses to such Content for use by Clients;
Promotional: not intended for sale, sublicensing, or other form of distribution in exchange for payment;
Resale/Distribution: the sale or distribution of any item or object that makes use of licensed Content as primary content;
Royalty Free: a licensing category where a Client pays a one-time fee in order to use the Content any number of times. All of Recoup’s license options are royalty free. Note that royalty free does not mean use is unrestricted; please see Sections 2 and 3 for details;
Site: the website found at www.recoup.com containing Content for license and any affiliated sites;
Template: any pre-designed format or structure which may be customized by the individual user by replacing generic elements of the format or structure. Templates include but are not limited to turn-key websites, pre-formatted emails or newsletters, mobile app templates, or blog or CMS themes; and
Work: an original, finished product created by a Client and incorporating the licensed Content along with other materials.