This license agreement (“Agreement”) is a legally binding agreement between Brett Garwood (Red BAG Media), (“Brett Garwood, Red BAG Media, “We” or “Us”) and users of Red BAG Media’s Sites and Services (defined below).
Red BAG Media offers content (the “Services”) (such as artwork, graphics, movies, slides, films, audio content, music, and designs). Red BAG Media allows users of Content (collectively, “Users”) to use the Content under certain terms and conditions.
This Agreement applies to all users of the Sites and Services, including Content Providers and Users.
If You are a User, we hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, a User cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Red BAG Media.
Users may only use the Content for those advertising, promotional and other specified purposes that are Permitted Uses (as defined below). For clarity, Users may not use the Content in products for resale, license or other distribution, unless (i) the proposed use is allowable under an Extended License if it is available for the Content, and the User has paid for such Extended License; or (ii) if the proposed use is allowable under the Exclusive License, and the User has paid for such Exclusive License.
Only the User who downloads the Content is permitted to use the Content, although a User may transfer files containing Content to his or her clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file provided to said party. A User may install and use the Content in only one location at a time, although (subject to the Prohibited Uses and the other terms of this Agreement) the User is entitled to utilize the Permitted Uses an unlimited number of times. A User may physically transfer the Content and its archives from one location to another, in which case a User may use the Content at the new location. If a User requires the Content to be in more than one location or accessible by more than one person, the User must download the Content from the Site for each such use. A User may make one (1) copy of the Content solely for back-up purposes, and must reproduce all proprietary notices on this single back-up copy.
Types of Licenses
Standard License – Free Content & Paid Content
Under the Standard License, Content is either offered for free (the “Free Content”), or for a fee (the “Paid Content”). A User may download the Paid Content by either (1) purchasing the Paid Content in a single transaction, or (2) by subscribing to Red BAG Media’s Premium Service (“Premium Service”), which allows Users to have unlimited access to both the Free Content, the Paid Content, and premium content that is available only to subscribers of the Premium Service.
The license to use any Content is not valid if the User’s payment is returned or otherwise charged back or is otherwise unpaid for any reason.
All Sales Final; Downloading and Risk of Loss; Availability of Digital Content:
All sales of Digital Content are final. We do not accept returns of Digital Content. Once a User has purchased Digital Content, we encourage the User to download it promptly and to make back-up copies of it. If a User is unable to complete a download after having reviewed our online help resources, please contact support. Users bear all risk of loss after purchase and for any loss of Digital Content you have downloaded, including any loss due to a computer or hard drive crash. We may, from time to time, remove Digital Content from the Service without notice.
Standard License – Permitted Uses
Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
- advertising and promotional projects, including printed materials, presentations, video presentations, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or license);
- entertainment applications, such as magazines, newspapers, editorials, newsletters, and video, and theatrical presentations;
- prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution.
- any other uses approved in writing by Red BAG Media.
- single website (commercial, personal, or non-profit), excluding video.
- single Sermon presentation, or other live corporate or group setting.
- single graphic design project for the User or the User’s client (eg. bulletin, posters, invite cards, flyers, brochures etc).
- single free video such as a church announcement video, sermon video illustration for the User’s church; however no Content may be used in a video that is uploaded to YouTube, Facebook, Vimeo or other social media or video websites, and no content may be used in any video that is broadcast over the Internet, radio or television or other similar media, unless said Content is Audio Content (discussed below).
- adding text to Content via Red BAG Media’s Content editing tools available at https://redbagmedia.com, and then using said Content in the manners described in these Permitted Uses.
If there is any doubt that a proposed use is a Permitted Use, please contact us.
Standard License – Prohibited Uses
A User with a Standard License may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended License or Exclusive License (if the User has an Extended License or Exclusive License). For greater certainty, the following are “Prohibited Uses,” and a User may not:
- use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
- use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites, as well as sites such as www.cafepress.com or www.zazzle.com);
- use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
- use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
- incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
- use the Content in a fashion that We believe is or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
- use or display any Content that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (b) that depicts a person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;
- to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
- remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
- sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement; however, notwithstanding the restriction on re-sale, if a User acquires the Content on behalf of the User’s client, the User may recoup from the client the cost of acquiring the Content.
- install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
- use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
- use the Content for editorial purposes without including the following credit adjacent to the Content: “©Red BAG Media/Artist’s Member Name”; or
- use the Content in whole or in part in any video that is broadcast on radio, television, over the Internet or through any similar media, including, without limitation, on Youtube, Vimeo, Facebook, or other video sharing or social media site, unless said Content is Audio Content (discussed below).
- use the Content in whole or in part in any template that is sold, licensed, sublicensed or used by third-parties, including, without limitation, as templates for newsletters, website templates, and themes for content management systems such as WordPress. By way of example, reselling a website template that uses the Content on themeforest.com would be prohibited.
Extended Use License
The Extended License pricing is the pricing set forth at the time of purchase, which is subject to change from time to time in the sole discretion of Red BAG Media and/or its Content Provider. The Extended License rights include the following:
- All Standard License Permitted Uses.
- Single item for sale (church bulletin template, book, magazine, post card, t-shirt, CD, or DVD for sale).
- Single website template for resale, provided the resale is a customized website and not simply a resale of an image or other Content in its original or nearly original state.
Even with an Extended License, Users CANNOT use the Content:
- in its present or modified form for sale, redistribution, resell, lease, license, sub-license, free downloads of the image to any third party.
- as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo.
- on shared drives, intranets, computer networks or the like.
- in such a way as to suggest that the product was created by you.
- for sale on Print on Demand sites.
- for resell except to the extent that it is incorporated into a work you have created for resale.
- as part of any video that is broadcast on radio, television, over the Internet or through any similar media, including, without limitation, on Youtube, Vimeo, Facebook, or other video sharing or social media site, unless said Content is Audio Content (discussed below).
A User with an Extended License may incorporate the Content in a work which is created for resale by the User or his/her client (provided that only the complete work is offered for sale and the terms of sale (i) require those that acquire the work to only use the Content for their own personal use or in a work they are creating for a client (ii) prohibit resale of the Content as a stand-alone item).
A User with an Extended License may display the Content, and make the Content available for use by an unlimited number of his/her clients, in conjunction with a web site service that is hosted on behalf of these clients. When using the Content through a web site service, Users may make unlimited copies of the Content, but Users must ensure that their clients do not reproduce or use the Content in another application.
If the Content is used or incorporated in a work there is no restriction on the number of copies of that work that can be reproduced and distributed.
A User may incorporate the Content, such as a photo file, in a calendar that the User or the User’s client distributes commercially. An unlimited number of copies of the calendar may be made and sold but the Content cannot be incorporated in more than one calendar or other work. Additionally, buyers of the calendar must not offer the Content (that is the photo/file) for sale, such as on a site like iStockphoto.com.
Exclusive Use License
The Exclusive License rights include all rights set forth in the Standard License and the Extended License, plus the right to use the Content for:
- Company logos
- Website Templates
- Book cover art
Exclusive license pricing is the pricing set forth at the time of purchase, which is subject to change from time to time in the sole discretion of Red BAG Media and/or the Content Provider. Use of the particular Content will not be licensed again from Red BAG Media, and only uses that have been previously licensed by the Content Provider or by Red BAG Media will remain valid. Exclusive Licenses do not give a User the right to sell the Content as a template, single image, collection of images or in any other manner otherwise restricted in this Agreement. The purpose of the Exclusive Use license is to provide reasonable assurance that the particular Content has not been excessively used or licensed, and to extend the rights to use the Content for logos and cover art.
Audio Content License
All Audio Content available through the Service is the exclusive property of Red BAG Media. Audio Content is only available to Users who subscribe to the Premium Service. Red BAG Media grants all subscribers to the Premium Service a non-exclusive license to use the Audio Content for any purpose except for resale (the “Audio License”). Red BAG Media may terminate the Audio License at any time, for any reason, including violating the terms of this Agreement or Red BAG Media’s Terms and Conditions. This Audio License immediately terminates upon the termination or cancellation of the User’s subscription to the Premium
General Terms and Conditions of Use of the Site for All Users
Red BAG Media may terminate this Agreement at any time and reissue a new or amended license provided that such new or amended license will not materially impair any previously granted licenses for previously purchased Content. Any new or amended license will become in full force for all Content beginning on the date that the new or amended license is posted to the Site.
If Content is alleged to violate any third-party rights, Red BAG Media may immediately remove the Content, terminate all rights granted to any user for such Content, and request that any user cease use of the Content. In the event that the user is requested to cease use, the fees, if any, paid by the user for the Content will be refunded or you will receive replacement Content at no charge, at the discretion of Red BAG Media. If We are notified or you have or obtain knowledge of any claim of potential or actual infringement, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your clients, printers or ISPs do likewise.
Representations and Warranties:
OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. RED BAG MEDIA DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT RED BAG MEDIA) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
Indemnification of Users
Red BAG Media requires that the Content Providers, indemnify and hold the Users harmless on the following terms:
- Provided that the Content is only used in accordance with this Agreement and you, the User, are not otherwise in breach of this Agreement or Red BAG Media’s Terms and Conditions, and as your sole and exclusive remedy for breach of the representations and warranties set forth above, Content Providers shall defend, indemnify and hold harmless you, your parents, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by you is in breach of the representations and warranties set forth in above.
- The indemnification set out in above is conditioned on your prompt notification in writing to Red BAG Media of such claim and our right to assume the handling, settlement or defense of any claim or litigation. Red BAG Media will notify the Content Provider, and that You, the User, agree to cooperate with Red BAG Media and the Content Provider in the defense of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. The Content Provider shall not be liable for legal fees and other costs incurred prior to the notice of the claim.
- IN NO EVENT SHALL RED BAG MEDIA OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY 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 THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE.
- NOTWITHSTANDING ANY OTHER TERM HEREIN, RED BAG MEDIA SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFCATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.
- NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF RED BAG MEDIA UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED THE SAME CONTENT, REGARDLESS OF THE FILE SIZE, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER AND THE OBLIGATION OF RED BAG MEDIA UNDER THIS AGREEMENT SHALL BE LIMITED TO AN AGGREGATE OF TEN THOUSAND ($10,000) US DOLLARS. FOR GREATER CLARITY, RED BAG MEDIA’S LIABILITY TO YOU IN RESPECT OF THE CONTENT SHALL NOT EXCEED TEN THOUSAND ($10,000) US DOLLARS REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME CONTENT FROM RED BAG MEDIA.
- SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Indemnification of Red BAG Media
Users and Content Providers (referred to in this paragraph as “You”) agree to indemnify, defend and hold Red BAG Media, its affiliates, its Content Providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Red BAG Media Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Red BAG Media Party as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement or Red BAG Media’s Terms and Conditions.
DMCA Take Down Notice Procedures
In the event that a third-party claims copyright or trademark infringement of any kind, Red BAG Media abides by the federal Digital Millennium Copyright Act (“DMCA”). If you believe that Content is your proprietary work and has been copied in a way that constitutes an infringement of your copyrights or other intellectual property in that work, please immediately notify us of any such copyright or other intellectual property rights infringement. Similarly, if you disagree that your Content constitutes an infringement, you may send a counter-notification. In either case, your written notice should be sent to our designated agent as follows:
Copyright Infringement Notification
To file a copyright infringement notification, please send us written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements). To expedite our ability to process your request, please use the following format:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you disagree that your Content is an infringement of another’s work, you may elect to send us a counter notice. To be effective your counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see Section 512(g)(3) of the Copyright Act to confirm these requirements). To expedite our ability to process your request, please use the following format:
- A physical or electronic signature of the subscriber.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Please also note that under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. Before sending either a copyright infringement notification or counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with our rights and obligations under the DMCA and do not constitute legal advice. Where applicable, we will comply with the procedures outlined in the DMCA.
- You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed Red BAG Media’s Terms of Service and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
- Red BAG Media’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
- This Agreement is personal to you and is not assignable by you without Red BAG Media’s prior written consent. Red BAG Media may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
- If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
- You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
- Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the laws of the state of Nevada, Venue shall be Clark County, Nevada, USA. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
If you have concerns relating to this Agreement, please contact us online.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF RED BAG MEDIA AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND RED BAG MEDIA, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND RED BAG MEDIA RELATING TO THE SUBJECT OF THIS AGREEMENT.
By using the Sites and/or Services, you acknowledge your understanding and acceptance the terms of this Agreement, and agree to be bound by the provisions of this Agreement. If you do not agree to this Agreement, please do not use the Sites and/or Services.
If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not use the Site or Services.