The following Terms and Conditions (“T&C”) is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you” or “Customer”) and Sleeping Giant Studio (as such term is defined in Section 22 below) and sets forth the rights and obligations with respect to any Content licensed by you. By entering into this T&C, you verify that your country of residence is the same as your billing address.
Please revisit these T&C when you purchase any Content licenses. Sleeping Giant Studio reserves the right to modify the T&C at any time in its sole discretion. Prior to such changes becoming effective, Sleeping Giant Studio will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your Sleeping Giant Studio account, an announcement on this page, your login page, and/or by other means. Modifications to these TOS will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound the TOS as modified.
THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE CONTENT. UNLESS YOU UPGRADE TO A “TEAM SUBSCRIPTION” OR “PREMIER PLATFORM” ACCOUNT, NO OTHER PERSONS (INCLUDING EMPLOYEES, CO-WORKERS OR INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE CONTENT LICENSED THROUGH YOUR ACCOUNT.
IF YOU PURCHASE A “TEAM SUBSCRIPTION” THE RIGHT TO LICENSE, DOWNLOAD AND USE CONTENT IS LIMITED TO THE NUMBER OF USERS PERMITTED BY THAT TEAM SUBSCRIPTION. Sleeping Giant Studio “PREMIER PLATFORM” GRANTS ACCESS AND USAGE RIGHTS TO UNLIMITED USERS AMONG OTHER ADDITIONAL RIGHTS.
If you require access and usage rights for more than one natural person, please contact Customer Service (Phone: +353 087 662 9585 Email: Customer Support ). For clarity, if a user is acting in an employment capacity, the employer will be deemed the licensee for the purposes of the license.
“Content” means all content available for license from the Sleeping Giant Studio website, including Images, Footage, and Music (as defined herein.)
“Footage” means any moving images, animations, films, videos or other audio/visual representations, excluding still images, recorded in any format.
“Image(s)” means still photographs, vectors, drawings, graphics, and the like.
“Visual Content” shall refer collectively to Images and Footage.
PART I – VISUAL CONTENT LICENSES
Sleeping Giant Studio hereby grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:
A STANDARD IMAGE LICENSE grants you the right to use Images:
As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile “apps”, software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations set forth in sub-paragraph I.a.i.4 below);
- Printed in physical form as part of product packaging and labelling, letterhead and business cards, point of sale advertising, billboards, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 500,000 times in the aggregate;
- As part of an “Out-of-Home” advertising campaign, provided the intended audience for such campaign is less than 500,000 gross impressions.
- Incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size, provided the budget for any such production does not exceed EUR €10,000;
- For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind)
AN ENHANCED IMAGE LICENSE grants you the right to use Images (which rights are in addition to 1-4 above and exclusive to Enhanced Image Licenses):
- In any manner permitted under a Standard Image License, without any limitation on the number of reproductions, impressions, or budget;
- Incorporated into merchandise intended for sale or promotional distribution (collectively “Merchandise”), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such Merchandise incorporates material creative or functional elements apart from the Image(s).
- In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by you or your client, and not for sale.
- Incorporated as elements of digital templates for sale or distribution.
If the Standard or Enhanced Image licenses do not grant the rights you require please contact Customer Service. (Phone: +353 087 662 9585 Email: Customer Support)
A FOOTAGE USE LICENSE grants you the right to use Footage:
- in a multi-media production displayed or distributed via the web, on social media, using so-called “Apps”, or as otherwise disseminated in accordance herewith (see restrictions for distribution limitations), provided the audience for such production does not exceed 500,000;
- in connection with a live performance, provided the audience for all such performances does not exceed 500,000 people;
- If the Footage Use License does not grant the rights you require, please contact Customer Service. (Phone: +353 087 662 9585 Email: Customer Support.)
A FOOTAGE COMP LICENSE grants you the right to use watermarked, low resolution Footage as a comp (the “Comp Footage”) solely in test, sample, comp, or rough cut evaluation materials. Footage Comp Licenses do not permit you to display or distribute to the public or incorporated into any final materials any such Footage. Comp Footage can be edited, but you may not remove or alter the Sleeping Giant Studio watermark. Comp Footage is available to license under the Footage Use License at the time it is downloaded as Comp Footage, but Sleeping Giant Studio makes no guarantees and shall have no obligation to ensure that Comp Footage will be available for license at any time thereafter.
PART II – RESTRICTIONS ON USE OF VISUAL CONTENT
YOU MAY NOT:
- Use Visual Content other than as expressly provided by the license you purchased with respect to such Visual Content.
- Portray any person depicted in Visual Content (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model:
- a) in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like;
- b) in connection with the advertisement or promotion of tobacco products;
- c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
- Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libellous, obscene, or illegal.
- Modify Visual Content designated “Editorial Use Only” in a manner that changes the context of what is depicted.
- Use Visual Content designated “Editorial Use Only” for commercial purposes.
- Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a “gallery” of content through which third parties may search and select from such content.
- Use Visual Content in a manner that infringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
- Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
- Falsely represent, expressly or by way of reasonable implication, that any Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content.
RESTRICTIONS SPECIFIC TO FOOTAGE
- Use any Footage in a multi-media production distributed via broadcast, cable network, OTT video service (e.g. Netflix, Hulu, Amazon), or in theatres.
- Use “stills” derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Footage.
CREDIT AND COPYRIGHT NOTICES
The use of Visual Content in connection with news reporting, commentary, publishing, or any other “editorial” context, shall be accompanied by an adjacent credit to the Sleeping Giant Studio contributor and to Sleeping Giant Studio in substantially the following form:
“Name of Artist/Sleeping Giant Studio”
If and where commercially reasonable, the use of Visual Content in Merchandise or an audio-visual production shall be accompanied by a credit to Shutterstock in substantially the following form:
“Image(s) or Footage (as applicable), used under license from Sleeping Giant Studio”
Credit attributions are not required in connection with any other use of Images unless another stock content provided is afforded credit in connection with the same use.
In all cases, the credit and attribution shall be of such size, colour and prominence so as to be clearly and easily readable by the unaided eye.
PART III – WARRANTIES AND REPRESENTATIONS
Sleeping Giant Studio warrants and represents that:
- Sleeping Giant Studio contributors have granted Sleeping Giant Studio all necessary rights in and to the Content to grant the rights set forth in Part I or Part II as applicable.
- Visual Content in its original unaltered form and used in full compliance with these TOS and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties’ rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libellous, pornographic or obscene.
- While Sleeping Giant Studio makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content designated “Editorial Use Only”, Sleeping Giant Studio MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; II) AUDIO IN FOOTAGE; OR III) VISUAL CONTENT DESIGNATED “EDITORIAL USE ONLY”. For the sake of clarity, Sleeping Giant Studio will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Footage, or the use of Visual Content designated Editorial Use Only.
- Sleeping Giant Studio MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS “WARRANTIES AND REPRESENTATIONS” SECTION.
PART IV – INDEMNIFICATION AND LIABILITY
Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Sleeping Giant Studio, Sleeping Giant Studio will defend, indemnify, and hold you harmless up to the applicable “Limit of Liability” set forth below. Such indemnification is solely limited to Customer’s direct damages arising from a third-party claim directly attributable to Sleeping Giant Studio’s breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Sleeping Giant Studio, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Sleeping Giant Studio at email@example.com, with a hard copy to Sleeping Giant Studio, Ballymore, Ventry, Co Kerry, Ireland, attn: Manager, via certified mail, return receipt requested; or ii) overnight courier, recipient’s signature required. Sleeping Giant Studio shall have the right to assume the handling, settlement or defence of any claim or litigation to which this indemnification applies. You agree to cooperate with Sleeping Giant Studio in the defence of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Sleeping Giant Studio is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Sleeping Giant Studio having a reasonable opportunity to analyse such claim’s validity.
Sleeping Giant Studio shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.
Limits of Liability: Sleeping Giant Studio’s total maximum aggregate obligation and liability (the “Limit of Liability”) arising out of each of Customer’s:
Standard Image Licenses shall be EUR €10,000.
Enhanced Image Licenses shall be EUR €250,000.
Footage Use Licenses shall be EUR €10,000.
If you have questions about the foregoing, please contact Customer Service. (Phone: +353 087 662 9585 Email: Customer Support)
You will indemnify and hold Sleeping Giant Studio, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by these T&C. You further agree to indemnify Sleeping Giant Studio for all costs and expenses that Sleeping Giant Studio incurs in the event that you breach any of the terms of this or any other agreement with Sleeping Giant Studio.
PART V – ADDITIONAL TERMS
Except when required by law, Sleeping Giant Studio shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your subscription is terminated before its expiration. You authorize Sleeping Giant Studio to charge you all subscription fees for the duration of the term agreed to at the time of purchase. In the event that Sleeping Giant Studio determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase. If you reside in the European Union and you cancel your account within fourteen (14) days of making payment to Sleeping Giant Studio provided that you have not yet downloaded or licensed any Visual Content, Sleeping Giant Studio will refund the payment made by you in connection with such cancelled account. To cancel your account, please contact Customer Service. (Phone: +353 087 662 9585 or Email: Customer Support).
Following the expiration of your subscription plan, such plan will automatically renew on the same terms as your original plan purchase. You can disable automatic renewal at any time prior to renewal using your account settings. You expressly grant Sleeping Giant Studio the right to charge you for each automatic renewal until you timely disable automatic renewal.
If Sleeping Giant Studio is required to collect indirect taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state, provenance, region or country of residence, you shall be liable for payment of any such indirect tax. Where Sleeping Giant Studio or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
“Non-transferable” as used herein means that except as specifically provided in these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may, however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site and to promptly notify Sleeping Giant Studio of each such social media website’s use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please notify us via email at Customer Support.
Upon notice from Sleeping Giant Studio or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Sleeping Giant Studio may be liable, or if Sleeping Giant Studio removes any Content for any reason and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. Sleeping Giant Studio shall provide you with comparable Content (which comparability will be determined by Sleeping Giant Studio in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this T&C.
If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Sleeping Giant Studio, upon Sleeping Giant Studio’s reasonable request.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state and county of New York. The language of the arbitration shall be English. There shall be one arbitrator. Each party shall bear its own costs in the arbitration. Sleeping Giant Studio shall also have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Sleeping Giant Studio, such action is necessary or desirable.
These TOS shall be construed neither against nor in favour of any party, but rather in accordance with the fair meaning of the language hereof. These TOS are governed by and shall be construed in accordance with the laws of the State of New York, without respect to its conflict of laws principles.
If you are entering into these T&C on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Sleeping Giant Studio for any breaches of the terms of this T&C. You hereby grant Sleeping Giant Studio a worldwide, non-exclusive, limited license to use your trademarks in Sleeping Giant Studio’s promotional materials, including a public customer list. Sleeping Giant Studio use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Sleeping Giant Studio and shall at all times inure to your benefit. Sleeping Giant Studio further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Sleeping Giant Studio of your email request to legal-notices.
The number of Content downloads available to you is determined by the product you purchase. For the purposes of these T&C, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of
- (i) the same date as your purchase in the following month or
- (ii) the last day of the following month. By way of example, if you purchase a monthly subscription on March 5, it will renew on April 5. If you purchase a monthly subscription on August 31, your subscription will renew on September 30.
Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.
If any individual term of these T&C is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of these TOS, so that these TOS shall otherwise remain in full force and effect.
It is expressly understood and agreed that this T&C is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this T&C as to third parties.
In the event that you breach any of the terms of this or any other agreement with Sleeping Giant Studio, Sleeping Giant Studio shall have the right to terminate your account without further notice, in addition to Sleeping Giant Studio’s other rights at law and/or equity. Sleeping Giant Studio shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
Except as expressly set forth herein, Sleeping Giant Studio grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be contained in the Content, music or other audio in Footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Visual Content. Sleeping Giant Studio only has model or property releases where expressly indicated on the Sleeping Giant Studio website.
Sleeping Giant Studio’s liability under any individual license purchased hereunder shall not exceed the “Limit of Liability” applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.
Except as specifically provided in Part IV hereof, in no event, will Sleeping Giant Studio’s total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Sleeping Giant Studio websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Sleeping Giant Studio from you for the applicable Content license.
Neither Sleeping Giant Studio nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, Sleeping Giant Studio’s breach of this agreement, or otherwise, unless expressly provided for herein, even if Sleeping Giant Studio has been advised of the possibility of such damages, costs or losses.
Except as expressly set forth in Part III, all Content is provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
Sleeping Giant Studio does not warrant that the Content, Sleeping Giant Studio websites, or other materials will meet your requirements or that use will be uninterrupted or error-free. The entire risk as to the quality, performance and use of the Content is solely with you.
In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Sleeping Giant Studio,
Sleeping Giant Studio will promptly file a complaint with Europol.
Sleeping Giant Studio contracting party:
Sleeping Giant Studio, having its principal place of business at Ballymore, Ventry, Co Kerry, Ireland.