Licensing Terms
Licensing Terms
We offer three types of licensing terms for our Modfolios:
Modfolios — Individual License Agreement (Personal Use)
Modfolios — Commercial License Agreement
Modfolios — Exclusive License Agreement
Modfolios — Ai-Training License Agreement
Parties
This License Agreement (“Agreement”) is entered into between the Creator or Model
(“Seller”) and the individual purchaser (“Licensee”) via the Modfolios marketplace
(“Platform”). By downloading or purchasing the digital asset, the Licensee agrees to be
bound by the terms of this Agreement.
Upon receipt of full payment, the Seller grants the Licensee a limited, personal, non-exclusive, non-transferable, and revocable license to use the purchased digital content (“Asset”) for non-commercial purposes. This license is granted for a single user; any distribution or sharing of the raw file is strictly prohibited
Grant of License
Permitted Uses
The Licensee is authorized to use the Asset for:
- Personal Storage: Maintenance of the Asset on private devices (cloud or local).
- Personal Display: Use on personal, non-monetized social media profiles, personal
desktops, and private blogs. - Professional Self-Promotion: Inclusion in a personal portfolio or CV to demonstrate
the Licensee’s artistic direction or involvement (provided the portfolio does not sell products).
Private Physical Prints: Printing the Asset for private, in-home display. - Creative Editing: Basic modifications (cropping, color grading, resizing) for personal
aesthetic preference.
The Licensee shall not, under any circumstances:
- Commercial Exploitation: Use the Asset in any advertisement, sponsored content, paid promotion, or for-profit venture.
- AI Training & Data Mining: Use the Asset (or any derivative) to train, develop, or
test artificial intelligence, machine learning models, or generative AI tools. - Sensitive Use: Use the Asset in a context that is defamatory, or depicts the Seller/Model in a way that implies endorsement of political, religious, medical, or adult-oriented products/services.
- Resale & Redistribution: Sell, sub-license, rent, or share the Asset file as a standalone product.
- Public Redistribution: Post high-resolution versions of the Asset online in a manner that enables others to download it as a standalone file.
Prohibited Uses
Ownership and Intellectual Property
- Retention of Rights: The Seller retains all intellectual property rights, copyrights, and moral rights to the Asset.
- No Transfer of Title: This Agreement is a license to use, not a transfer of ownership.
- Authorship: The Licensee may not claim the Asset as their original creation.
- Term: This License is perpetual (no expiry) for personal use, provided the Licensee complies with all terms.
- Revocation: Modfolios and the Seller reserve the right to revoke this License immediately if the Licensee breaches any term. Upon termination, the Licensee must delete all copies of the Asset.
Duration & Termination
Disclaimer & Limitation of Liability
The Asset is provided “as is” without warranties of any kind. Neither the Seller nor Modfolios shall be liable for any indirect, incidental, or consequential damages arising from the use of the Asset. Total liability shall not exceed the original purchase price of the license
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Modfolios Platform Terms & Conditions.
Governing Law
Severability
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified so as to be valid and enforceable to the maximum extent permitted by law.
This Agreement constitutes the entire agreement between the Licensee and the Seller regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
Entire Agreement
Notices & Contact
For license questions, claims, or to request model/property releases, contact: support@modfolios.com
By downloading and/or using the Asset, the Licensee acknowledges that they have read, understood, and agreed to all terms and conditions set forth in this Individual License Agreement.
Acknowledgment
Definitions
- “Asset”: The digital portfolio item, image, video, audio, or other digital media purchased.
- “Platform”: Modfolios and its website, applications, and services.
- “Project Use”: Incorporation of the Asset into a specific campaign, film, advertisement, corporate communication, website, or deliverable created for a client or internal use.
- “Product Use”: Incorporation of the Asset into a product that is sold or distributed to end customers (e.g., apparel, apps, templates).
- “Seat”: A single individual user permitted to access and use the raw Asset files.
- “Territory / Term”: Any geographic or temporal limits displayed at purchase. Unless specified, the license is perpetual and worldwide.
Subject to payment of the license fee and compliance with this Agreement, the Seller grants the Buyer a non-exclusive, non-transferable, worldwide, royalty-free commercial license to use the Asset for the Permitted Uses below. This is a Single-Seat License; only one (1) individual may access the original files.
Grant of License
Permitted Uses (Commercial)
The Buyer is authorized to:
- AI-Enhanced Development: Use the Asset as a reference, base, or input for the development of new digital content using Artificial Intelligence (AI) tools, provided the final output is a derivative work and not a direct reproduction of the Asset.
- Project Use: Incorporate the Asset into advertising, social media campaigns, corporate communications, and websites.
- Product Integration: Use the Asset within products for sale (e.g., apparel, digital
apps), provided the Asset is integrated into a larger, original design. - Modifications: Crop, edit, filter, or combine the Asset with other works.
The Buyer shall not:
- Explicit & Adult Content: Use the Asset in any manner that is pornographic, sexually explicit, obscene, or associated with “adult-only” services and platforms.
- Sensitive Use: Use the Asset to imply the Seller/Model endorses specific political, religious, or medical products without prior written consent.
- Direct Resale: Resell or redistribute the original, unmodified Asset as a standalone file or part of a stock library.
- Model Cloning: Use AI tools specifically to create a synthetic “deepfake” or identical digital twin of the Model’s likeness for purposes outside the licensed project.
- NFTs: Mint the Asset as a non-fungible token or blockchain-based asset.
- Claim Ownership: Claim authorship of the original Asset.
Express Restrictions
Product Use Rules
- Allowed: Asset printed as part of a larger apparel design; Asset embedded in a promotional video within an app.
- Prohibited: Selling the Asset as a downloadable file in a template; selling the Asset as the primary component of a product collection.
- Extended Rights: Use in products where the Asset is the primary value requires an Extended Redistribution License.
The Seller represents that necessary model and property releases have been obtained. If the Asset incorporates third-party brands or logos, the Buyer is responsible for obtaining any additional permissions required for their specific commercial use.
Releases & Third-Party Rights
Sublicensing & Transfer
The license is non-transferable except to a successor in a business merger. Sublicensing is limited to the Buyer’s clients for project delivery and does not allow the client to use the Asset for other independent purposes.
Licensed files are available via the Platform upon payment. The Buyer must inspect files immediately and notify Modfolios of defects within 14 days. After 14 days, remedies are limited to file replacement.
Delivery & Acceptance
Indemnification & Liability
- Seller Indemnity: Seller indemnifies Buyer against claims of IP infringement or
missing releases. - Buyer Indemnity: Buyer indemnifies Seller and Modfolios against claims arising
from misuse of the Asset beyond the licensed scope. - Limitation: Total liability for any claim is limited to the license fee paid.
- Verification Rights: Modfolios and/or the Seller may request reasonable documentation or samples demonstrating the specific use of the Asset where misuse is suspected.
- Cooperation: The Buyer agrees to cooperate and provide the requested documentation or proof of “Single-Seat” compliance within a reasonable timeframe.
- Enforcement: If misuse is confirmed, Modfolios may suspend or terminate access to the Platform and pursue legal damages or injunctive relief.
- Remedies: Financial damages and the withdrawal of license rights for future use may be sought.
- Retroactive Rights: Termination does not retroactively negate rights already lawfully exploited prior to termination, unless otherwise dictated by a court order.
Audit, Compliance & Enforcement
Representations & Warranties
- Seller Warranty: Seller represents they have the full right and authority to grant the license and that all necessary model/property releases are in their possession.
- Buyer Warranty: Buyer represents that their use of the Asset will comply with this Agreement and all applicable laws.
- “As Is” Disclaimer: Except for the limited warranties above, the Asset is provided
“AS IS” without further warranty of any kind.
To the maximum extent permitted by law, Modfolios’ and the Seller’s liability for any claim arising from this Agreement is limited to the license fee paid for the Asset. Neither party shall be liable for indirect, incidental, or consequential damages.
Limitation of Liability
Termination
This Agreement terminates automatically upon a material breach not cured within 30 days. Upon termination, the Buyer must cease all future use and delete all extractable copies of the Asset.
- Entire Agreement: This Agreement, the asset description, and Modfolios’ Terms & Privacy Policy constitute the entire agreement between Buyer and Seller concerning the Asset.
- Severability: If any provision is held unenforceable, the remainder stays in effect.
- Amendment: Any amendment must be in writing and agreed by Seller and Buyer.
Miscellaneous
Notices & Contact
For license questions, claims, or to request model/property releases, contact: support@modfolios.com
By downloading, accessing, or otherwise using the Asset you confirm that you have read
and accepted this Commercial License Agreement.
Acknowledgment
Purpose & Interpretation
This Exclusive License Agreement (“Agreement”) grants Buyer exclusive exploitation rights in the Asset limited to the explicit Scope, Territory and Duration set out above and in the Order details. Capitalized terms not defined here have the meanings given in Modfolios’ Terms & Conditions.
Subject to full payment and satisfaction of any Escrow/Delivery Conditions, the Seller grants the Buyer a sole and exclusive license to use, reproduce, display, distribute, perform, and create derivative works of the Asset within the defined Scope, Territory, and Duration. Within that defined exclusivity scope, the Seller shall not license, sell, or otherwise make the Asset available to any third party.
Grant of Exclusive Rights
Permitted Uses (Including AI Content Development)
The Buyer may use the Asset for any and all lawful purposes within the defined Scope, including but not limited to commercial campaigns, products, advertising, and merchandising. This specifically includes:
- AI Content Development: Using the Asset as a reference or input for the
development of new digital content via AI tools, provided the final output is a
derivative work and not a direct reproduction of the Asset. - Derivatives & Modifications: The Buyer may crop, alter, combine, or otherwise
modify the Asset and use derivatives within the Scope.
The Buyer shall not, even within the exclusivity scope:
- AI Model Training: Use the Asset to train, fine-tune, or develop machine learning models or generative AI algorithms.
- Explicit Content: Use the Asset in any manner that is pornographic, sexually explicit, or obscene.
- Sensitive Endorsements: Use the Asset to imply personal endorsement by the Model/Creator of political, religious, or medical products/services without separate written consent.
- Standalone Redistribution: Permit third parties to extract and re-distribute the original high-resolution Asset as a standalone item unless Extended Redistribution is specifically purchased.
Express Restrictions & Prohibited Uses
Audit, Compliance & Enforcement
- Verification Rights: Modfolios and/or the Seller may request reasonable documentation or samples demonstrating that the use of the Asset remains within the agreed Scope, Territory, and Duration.
- Enforcement: If use outside the Scope is confirmed, Modfolios may pursue injunctive relief, financial damages, or immediate termination of the license.
No Standard Refund. Exclusive purchases are generally final. Any refunds, cancellations, or partial refunds are subject to Modfolios’ Refund Policy and the Order’s explicit terms.
Refunds & Cancellation (Exclusive Sales)
Moral Rights - Waiver
To the maximum extent permitted by law, the Seller hereby waives or agrees not to assert any moral rights that would interfere with the Buyer’s permitted uses under this Agreement. If the Seller cannot waive such rights under local law, the Seller shall provide any consent necessary to permit the Buyer’s uses.
To the maximum extent permitted by law, Modfolios’ liability in connection with this Agreement is limited to the Fee paid for the Asset. Neither party shall be liable for consequential, incidental, or punitive damages except for willful misconduct or breaches of the exclusivity covenant requiring injunctive relief.
Limitation of Liability
Notices & Contact
For license questions, claims, or to request model/property releases, contact: support@modfolios.com
By downloading, accessing, or otherwise using the Asset you confirm that you have read
and accepted this Exclusive License Agreement.
Acknowledgment
Parties
This License Agreement (“Agreement”) is entered into between the Creator or Model (“Seller”) and the purchaser (“Licensee”) via the Modfolios marketplace (“Platform”). By purchasing this digital asset for AI use, the Licensee agrees to be bound by these terms.
Upon receipt of full payment, the Seller grants the Licensee a limited, non-exclusive, and non-transferable license to use the purchased digital content (“Asset”) specifically for computational training. This license is granted for a single entity; distribution of the raw Asset file is strictly prohibited.
Grant of License
Permitted Uses
The Licensee is authorized to use the Asset for:
- Model Training: Use the Asset as data to train, fine-tune, or test machine learning algorithms or generative AI tools.
- Internal R&D: Use the Asset for internal research and development of AI-driven
technologies. - Derivative Output: Generate new digital content derived from the training, provided
the output is a “transformed” work and not a direct reproduction of the Asset.
The Licensee shall not:
- Explicit & Adult Content: Use the Asset to train models intended for the generation of pornographic, sexually explicit, or obscene media.
- Deepfake Likeness: Use the Asset to create a synthetic “digital twin” or deepfake intended to impersonate the Model/Seller for unauthorized endorsements.
- Ethical Misuse: Use the Asset in any AI application that promotes discrimination, illegal surveillance, or violations of privacy laws.
- Public Dataset Inclusion: Include the raw Asset in any open-source or publicly downloadable dataset without prior written consent.
Express Restrictions
Ownership and Intellectual Property
- Retention of Rights: The Seller retains all original intellectual property rights, copyrights, and moral rights.
- Computational Rights: This Agreement is a license for use; it does not transfer ownership or title to the Licensee.
- Term: This License is perpetual for the specific AI models trained during the license period.
- Revocation: Modfolios and the Seller reserve the right to revoke this License immediately upon material breach.
Duration & Termination
Disclaimer & Limitation of Liability
The Asset is provided “as is”. Neither the Seller nor Modfolios shall be liable for incidental or consequential damages arising from the computational use of the Asset. Total liability shall not exceed the original purchase price.
This Agreement shall be governed by the laws of the jurisdiction specified in the Modfolios Platform Terms & Conditions.
Governing Law
Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.
Entire Agreement
Notices & Contact
For license questions, claims, or to request model/property releases, contact: support@modfolios.com
By downloading and/or using the Asset, the Licensee acknowledges that they have read, understood, and agreed to all terms and conditions set forth in this AI Training Agreement.
Acknowledgment
Grant of License
Upon full payment, the Seller grants the Licensee a limited, personal, non-exclusive, non-transferable, and revocable license to use the purchased digital content (“Asset”) strictly for personal, non-commercial purposes as outlined in this Agreement.
The Licensee may:
Store the Asset on personal devices for private use.
Use the Asset for personal display, including:
Non-commercial social media profiles.
Personal websites, blogs, or portfolios (not monetized).
Printing for private display at home.
Modify or adapt the Asset, provided the modifications remain for personal use only.
Permitted Uses
Restrictions
The Licensee may not:
- Use the Asset for any commercial purpose, including but not limited to advertising, promotions, endorsements, or monetized platforms.
- Distribute, resell, sublicense, share, or make the Asset available for download to others.
- Incorporate the Asset into any product for sale (e.g., merchandise, templates, apps, or resale packs).
- Use the Asset in any manner that is defamatory, illegal, pornographic, or otherwise violates Modfolios’ Terms of Service.
- Claim ownership or authorship of the Asset.
All intellectual property rights remain with the Seller.
The License grants use rights only; it does not transfer ownership, copyright, or moral rights.
Ownership
Duration
- This License is perpetual (no expiry) for personal use, unless terminated due to breach.
- Modfolios and the Seller reserve the right to revoke the License if the Licensee violates the terms.
The Asset is provided “as is” without warranties of any kind. Neither Modfolios nor the Seller shall be liable for indirect, incidental, or consequential damages arising from its use.
No Warranty
Enforcement
Any misuse of the Asset outside the scope of this Agreement constitutes copyright infringement and may result in legal action, license termination, and financial liability.
This Agreement shall be governed by and construed in accordance with the jurisdiction stated in Modfolios’ Terms & Conditions.
By downloading or using the Asset, you (the Licensee) acknowledge that you have read, understood, and agreed to the terms of this Individual (Personal Use) License.
Governing Law
Definitions
“Asset” — the digital portfolio item, image, video, audio, or other digital media purchased.
“Platform” — Modfolios and its website, applications, and services.
“Project Use” — incorporation of the Asset into a specific campaign, film, advertisement, corporate communication, website, or other deliverable created for a client or internal use.
“Product Use” — incorporation of the Asset into a product that is sold or distributed to end customers (e.g., printed merchandise, apps, templates).
“Extended Redistribution” — a separate paid license that expressly permits resale, redistribution, or inclusion of the Asset as a primary, extractable item in stock packs, templates, or other asset libraries.
“Territory / Term” — any geographic or temporal limits displayed at purchase.
Subject to payment of the license fee and compliance with this Agreement and Modfolios’ Terms, Seller grants Buyer a non-exclusive, non-transferable, worldwide, royalty-free commercial license to use the Asset for the Permitted Uses below, for the Term and Territory specified at purchase. Unless otherwise specified, the license is perpetual and worldwide.
Grant of License
Permitted Uses (Commercial)
Buyer may, within the agreed Territory and Term:
- Use, reproduce, display, perform, distribute, and create derivative works of the Asset in commercial Project Uses (e.g., advertising campaigns, corporate websites, social media advertising, editorial for commercial publishers).
- Use the Asset in Products for sale provided the Asset is incorporated into a new design or work so that the primary value of the product is the new work and not the Asset itself (for example: printed apparel with the Asset integrated in a design; a promotional video within an app).
- Modify, crop, adapt, combine, or create derivatives of the Asset.
- Sublicense to Buyer’s clients or contractors only to the extent reasonably necessary for delivery of a Project for which the Buyer engaged those clients/contractors. Sublicensing for redistribution or resale of the original Asset itself is prohibited absent Extended Redistribution rights.
Buyer may not (unless an explicit Extended Redistribution or other written permission is purchased or granted):
- Redistribute, resell, sublicense, or make the Asset available as a stand-alone, extractable file (e.g., selling the high-resolution photo or video clip as stock footage or including the Asset as downloadable content in a template pack).
- Use the Asset in a trademark, service mark, or logo unless a separate assignment or written permission is obtained.
- Use the Asset in any manner that is pornographic, defamatory, illegal, infringing, or otherwise violates Modfolios Terms.
- Claim ownership or authorship of the original Asset.
- Use the Asset in Products where the Asset is the primary value and end users can readily extract and re-use it (unless Extended Redistribution rights are purchased).
- Use the Asset in a manner that violates a required model or property release (see Section 6).
Express Restrictions
Product Use — Practical Rules & Examples
Allowed Product Uses: Asset printed as part of a larger apparel design sold to consumers; Asset embedded within a promotional video bundled in an app; Asset used in marketing materials included with a product.
Not Allowed Product Uses: Asset sold as a downloadable file in a template or stock pack; inclusion of the original high-resolution Asset as-is in a product for customers to download; selling the Asset as a primary component of a product collection.
If Buyer intends to use the Asset in products for resale where the Asset is central or extractable, Buyer must purchase the Extended Redistribution License available on Modfolios.
Model & Property Releases: Seller represents that any necessary model and property releases required for the permitted uses have been obtained and are available. If the Asset depicts identifiable persons, Buyer must ensure compliance with privacy, publicity, and data-protection laws for their chosen uses.
Third-Party Materials: If the Asset incorporates third-party elements (brands, logos, trademarks), Buyer is responsible for obtaining additional permissions for their commercial use.
Releases, Clearances & Third-Party Rights
Sublicensing, Transfer & Assignment
Sublicensing: Permitted only to the Buyer’s clients/contractors for project delivery and only to the extent necessary. Sublicensing that results in redistribution of the Asset as an extractable item is prohibited.
Transfer: License is non-transferable except with written consent of Seller and Modfolios, or to a successor in the event of a bona fide merger or sale of the Buyer’s business (provided Buyer notifies Seller and Modfolios).
Assignment of Copyright: Copyright is not transferred by this license. Full assignment requires a separate signed agreement and additional compensation.
Attribution: Attribution is not required unless the Asset page expressly states otherwise. If attribution is required, the exact attribution text and placement will be provided on the asset detail page.
Moral Rights: Seller shall, to the maximum extent permitted by applicable law, waive or provide consent to Buyer to modify, crop, alter, and adapt the Asset for permitted uses.
Attribution & Moral Rights
Delivery, Acceptance & Non-Conformance Claims
Delivery: Licensed files will be made available through the Platform once payment clears.
Inspection & Claims: Buyer must inspect downloaded files immediately and notify Modfolios and Seller of any material defects or misrepresentations within 14 days of delivery. If Buyer fails to notify within that period, Buyer’s remedy for file quality or format issues is limited to replacement or reasonable correction, not refund. Claims of material non-conformance may entitle Buyer to a refund or replacement at Modfolios’ and Seller’s discretion per the Refund Policy.
The license fee paid covers the rights set forth in this Agreement. Unless stated otherwise, the license is royalty-free with no ongoing fees.
Buyer is responsible for any applicable taxes, duties, or VAT.
Fees, Taxes & Payment
Representations & Warranties
- Seller represents and warrants that:
- Seller has the full right and authority to grant the license;
- The Asset does not infringe third-party intellectual property rights;
- Necessary model/property releases are in Seller’s possession and will be provided on request.
- Buyer represents and warrants that Buyer’s use will comply with this Agreement and applicable laws.
Disclaimer: Except for the limited warranties above, the Asset is provided “AS IS”. Modfolios and Seller disclaim all other warranties to the fullest extent permitted by law.
Seller indemnifies Buyer and Modfolios from and against claims arising from Seller’s breach of the representations in Section 11 (including missing releases or IP claims).
Buyer indemnifies Seller and Modfolios from and against claims arising from Buyer’s misuse of the Asset beyond the licensed scope.
Indemnification
Audit, Compliance & Enforcement
Modfolios and/or Seller may request reasonable documentation or samples demonstrating use of the Asset where misuse is suspected. Buyer agrees to cooperate and provide documentation upon reasonable request.
If misuse is confirmed, Modfolios may suspend or terminate access and pursue damages or injunctive relief; remedies include withdrawal of license rights for future use and financial damages. Termination does not retroactively negate rights already lawfully exploited prior to termination (except where court orders or remedies dictate otherwise).
To the maximum extent permitted by law, Modfolios’ liability for any claim arising from this Agreement is limited to the license fee paid for the Asset.
Neither Modfolios nor Seller shall be liable for indirect, incidental, special, or consequential damages.
Limitation of Liability
Termination
This Agreement terminates automatically upon material breach that remains uncured after 30 days’ written notice, or immediately in the event of fraudulent or unlawful use.
Upon termination, Buyer must cease all future uses that would have required the license and destroy or permanently delete extractable versions of the Asset unless otherwise ordered by a court or agreed in writing.
Entire Agreement: This Agreement, the asset description, and Modfolios’ Terms & Privacy Policy constitute the entire agreement between Buyer and Seller concerning the Asset.
Severability: If any provision is held unenforceable, the remainder stays in effect.
Amendment: Any amendment must be in writing and agreed by Seller and Buyer.
Miscellaneous
Notices & Contact
For license questions, claims, or to request model/property releases, contact:
Email: support@modfolios.example (replace with your support address).
Acknowledgement: By downloading, accessing, or otherwise using the Asset you confirm that you have read and accepted this Commercial License Agreement.
Legal note: This draft is designed to be comprehensive for typical commercial uses and to avoid obvious loopholes, but it is not a substitute for local legal advice. We strongly recommend review and tailoring by qualified counsel in the jurisdictions where you operate and where your buyers will use the Asset.
Purpose & Interpretation
This Exclusive License Agreement (“Agreement”) grants Buyer exclusive exploitation rights in the Asset limited to the explicit Scope, Territory, and Duration set out above and in the Order details. Capitalized terms not defined here have the meanings given in Modfolios’ Terms & Conditions.
Upon payment in full and satisfaction of any Escrow or Delivery Conditions, Seller grants Buyer a sole and exclusive license to use, reproduce, display, distribute, perform, and create derivative works of the Asset within the defined Scope, Territory, and Duration. Within that defined exclusivity scope, the Seller shall not license, sell, or otherwise make the Asset available to any third party.
Exclusive License
Sublicensing
Buyer may sublicense its exclusive rights to its affiliates, contractors, and clients for use strictly within the defined Scope, Territory, and Duration. Such sublicenses must be consistent with the exclusivity terms and must not permit redistribution of the Asset as a standalone, extractable file unless Extended Redistribution is expressly granted.
Except as expressly granted in this Agreement, Seller retains all other rights in the Asset, including rights outside the defined Scope, Territory, and Duration, unless explicitly transferred by a separate written agreement (e.g., a copyright assignment).
Reservation of Rights
Seller Representations & Warranties
Seller represents and warrants that, as of the Effective Date:
- Seller is the sole and exclusive owner of the Asset and has full right, power, and authority to grant the exclusive rights herein.
- The Asset has not been sold, licensed, or otherwise encumbered with any prior exclusive license that would conflict with the exclusivity granted in this Agreement. (If any prior licensing exists, Seller must disclose it in writing at or before sale.)
- No third party has any right, claim, or security interest in the Asset that would impair Buyer’s exclusive rights.
- All required model, property, talent, and third-party releases and consents necessary for Buyer’s intended use within the Scope are in Seller’s possession and will be transferred or made available to Buyer upon request.
- The Asset does not infringe any third-party intellectual property rights and does not violate applicable laws.
Seller acknowledges these warranties are material inducements to Buyer’s purchase of exclusivity.
Buyer may use the Asset for any and all lawful purposes within the defined Scope, including but not limited to commercial campaigns, products, advertising, broadcast, and merchandising — subject to the restrictions below.
Permitted Uses Within Exclusivity
Derivatives & Modifications
Buyer may crop, alter, combine, or otherwise modify the Asset and use derivatives within the Scope.
Buyer shall not, outside the agreed Scope, Territory, and Duration:
- Assert ownership of the Seller’s underlying copyright (unless a separate assignment is executed).
- Use the Asset in a manner that violates the moral rights, privacy, or publicity rights of any identifiable person without appropriate releases.
- Permit third parties to extract and re-distribute the original high-resolution Asset as a standalone item unless Extended Redistribution is specifically purchased.
Seller shall not, within the exclusivity scope:
- License, sell, or otherwise grant rights in the Asset to any third party.
- Publicly or commercially use the Asset in a way that interferes with Buyer’s exclusivity, except to the extent the Parties agreed otherwise in writing (see Section 7).
Restrictions & Prohibitions
Inspection Period
Buyer has 14 days after delivery to inspect files and notify Seller and Modfolios of any material non-conformance with the file specifications set out in the Order.
If Buyer timely notifies Seller of a material non-conformance, Seller shall, at Seller’s expense, promptly correct or replace the files. If Seller fails to cure within 14 days, Buyer may either:
- Terminate this Agreement and receive a full refund of the Fee; or
- Require Seller to reduce the Fee as mutually agreed and retain the rights.
Cure
Refunds & Cancellation (Exclusive Sales)
No Standard Refund: Exclusive purchases are generally final. Any refunds, cancellations, or partial refunds are subject to Modfolios’ Refund Policy and the Order’s explicit terms.
To the maximum extent permitted by law, Seller hereby waives or agrees not to assert any moral rights that would interfere with Buyer’s permitted uses under this Agreement. If Seller cannot waive such rights under local law, Seller shall provide any consent necessary to permit Buyer’s uses.
Moral Rights — Waiver
Limitation of Liability
To the maximum extent permitted by law, Modfolios’ liability in connection with this Agreement is limited to the Fee paid for the Asset. Neither party shall be liable for consequential, incidental, or punitive damages except for willful misconduct or breaches of the exclusivity covenant requiring injunctive relief.
Either party may terminate this Agreement for material breach if the breach is not cured within 30 days following written notice (except Seller’s breach of exclusivity which requires immediate remedies).
Termination for Material Breach
Effect of Termination
On termination for Seller’s material breach, Buyer may retain any rights already exploited lawfully prior to termination. On termination for Buyer’s breach, Seller may retain the Fee and seek damages.
This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns. Buyer may assign with Seller’s prior written consent, except in the case of corporate mergers or sales.
Assignment
Governing Law & Dispute Resolution
This Agreement is governed by the Governing Law and dispute resolution provisions set out in Modfolios’ Terms & Conditions. Buyer and Seller agree that injunctive relief may be sought in any competent court to enforce exclusivity.
Purpose & Interpretation
This Exclusive License Agreement (“Agreement”) grants Buyer exclusive exploitation rights in the Asset limited to the explicit Scope, Territory, and Duration set out above and in the Order details. Capitalized terms not defined here have the meanings given in Modfolios’ Terms & Conditions.
Upon payment in full and satisfaction of any Escrow or Delivery Conditions, Seller grants Buyer a sole and exclusive license to use, reproduce, display, distribute, perform, and create derivative works of the Asset within the defined Scope, Territory, and Duration. Within that defined exclusivity scope, the Seller shall not license, sell, or otherwise make the Asset available to any third party.
Exclusive License
Sublicensing
Buyer may sublicense its exclusive rights to its affiliates, contractors, and clients for use strictly within the defined Scope, Territory, and Duration. Such sublicenses must be consistent with the exclusivity terms and must not permit redistribution of the Asset as a standalone, extractable file unless Extended Redistribution is expressly granted.
Except as expressly granted in this Agreement, Seller retains all other rights in the Asset, including rights outside the defined Scope, Territory, and Duration, unless explicitly transferred by a separate written agreement (e.g., a copyright assignment).
Reservation of Rights
Seller Representations & Warranties
Seller represents and warrants that, as of the Effective Date:
- Seller is the sole and exclusive owner of the Asset and has full right, power, and authority to grant the exclusive rights herein.
- The Asset has not been sold, licensed, or otherwise encumbered with any prior exclusive license that would conflict with the exclusivity granted in this Agreement. (If any prior licensing exists, Seller must disclose it in writing at or before sale.)
- No third party has any right, claim, or security interest in the Asset that would impair Buyer’s exclusive rights.
- All required model, property, talent, and third-party releases and consents necessary for Buyer’s intended use within the Scope are in Seller’s possession and will be transferred or made available to Buyer upon request.
- The Asset does not infringe any third-party intellectual property rights and does not violate applicable laws.
Seller acknowledges these warranties are material inducements to Buyer’s purchase of exclusivity.
Buyer may use the Asset for any and all lawful purposes within the defined Scope, including but not limited to commercial campaigns, products, advertising, broadcast, and merchandising — subject to the restrictions below.
Permitted Uses Within Exclusivity
Derivatives & Modifications
Buyer may crop, alter, combine, or otherwise modify the Asset and use derivatives within the Scope.
Buyer shall not, outside the agreed Scope, Territory, and Duration:
- Assert ownership of the Seller’s underlying copyright (unless a separate assignment is executed).
- Use the Asset in a manner that violates the moral rights, privacy, or publicity rights of any identifiable person without appropriate releases.
- Permit third parties to extract and re-distribute the original high-resolution Asset as a standalone item unless Extended Redistribution is specifically purchased.
Seller shall not, within the exclusivity scope:
- License, sell, or otherwise grant rights in the Asset to any third party.
- Publicly or commercially use the Asset in a way that interferes with Buyer’s exclusivity, except to the extent the Parties agreed otherwise in writing (see Section 7).
Restrictions & Prohibitions
Inspection Period
Buyer has 14 days after delivery to inspect files and notify Seller and Modfolios of any material non-conformance with the file specifications set out in the Order.
If Buyer timely notifies Seller of a material non-conformance, Seller shall, at Seller’s expense, promptly correct or replace the files. If Seller fails to cure within 14 days, Buyer may either:
- Terminate this Agreement and receive a full refund of the Fee; or
- Require Seller to reduce the Fee as mutually agreed and retain the rights.
Cure
Refunds & Cancellation (Exclusive Sales)
No Standard Refund: Exclusive purchases are generally final. Any refunds, cancellations, or partial refunds are subject to Modfolios’ Refund Policy and the Order’s explicit terms.
To the maximum extent permitted by law, Seller hereby waives or agrees not to assert any moral rights that would interfere with Buyer’s permitted uses under this Agreement. If Seller cannot waive such rights under local law, Seller shall provide any consent necessary to permit Buyer’s uses.
Moral Rights — Waiver
Limitation of Liability
To the maximum extent permitted by law, Modfolios’ liability in connection with this Agreement is limited to the Fee paid for the Asset. Neither party shall be liable for consequential, incidental, or punitive damages except for willful misconduct or breaches of the exclusivity covenant requiring injunctive relief.
Either party may terminate this Agreement for material breach if the breach is not cured within 30 days following written notice (except Seller’s breach of exclusivity which requires immediate remedies).
Termination for Material Breach
Effect of Termination
On termination for Seller’s material breach, Buyer may retain any rights already exploited lawfully prior to termination. On termination for Buyer’s breach, Seller may retain the Fee and seek damages.
This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns. Buyer may assign with Seller’s prior written consent, except in the case of corporate mergers or sales.
Assignment
Governing Law & Dispute Resolution
This Agreement is governed by the Governing Law and dispute resolution provisions set out in Modfolios’ Terms & Conditions. Buyer and Seller agree that injunctive relief may be sought in any competent court to enforce exclusivity.
