SUPERSPORT SCHOOLS MEDIA MARKETPLACE
TERMS OF SERVICE
JULY 2022
TERMS OF USE FOR USER (“CUSTOMER”)
The following Terms of Service (“TOS”) constitute a legal agreement between you or the entity on whose behalf you are entering into this agreement (“you” or “Customer”), and SSS and sets forth the rights and obligations with respect to any Content licensed by you.
SSS reserves the right to modify the TOS at any time in its sole discretion. Prior to such changes becoming effective, SSS 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 SSS account, an announcement on this page, your login page, and/or by other means. Modifications to this TOS will only apply to prospective purchases/licences (including any automated renewals). By licensing Content following any such modifications, you agree to be bound to the TOS as modified.
This is a single license authorizing one natural/juristic person to license, download and use Content. No other persons (including contractors) may access your account or use Content licensed through your account.
1. DEFINITIONS
1.1. “Content” means all audio-visual content available for license from the SSS Marketplace Website, including all images or videos related to sports photography;
1.2. “Image(s)”means still photographs, visual images, graphics, and the like.
1.3. “Licence” shall means in the context of this agreement, a non-exclusive, non-transferable and non-sublicensable License of the applicable Content.
2. CONTENT LICENSE
2.1. SSS hereby grants you a non-exclusive, non-transferable right to use and reproduce the audio-visual Content worldwide (in perpetuity if applicable), as expressly permitted by the applicable License and subject to the limitations set forth herein:
STANDARD IMAGE DOWNLOAD
2.2. A standard image License grants you the right to use Images:
2.2.1. As a digital reproduction or printed in physical form carrying a water mark i.e. free download – digital low resolution file with the SSS watermark logo and photographer signature in the image.
2.2.2. For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).
ENHANCED IMAGE LICENSES
2.3. An enhanced image license grants you the right, in perpetuity to use Images (which rights are in addition to above and exclusive to Enhanced Image Licenses):
2.3.1. In any manner permitted under a Standard Image License, however without a watermark and without any limitation on the number of reproductions, impressions, or budget i.e. purchased high resolution image – in digital form that may be printed by the customer with no SSS watermark logo or photographer signature in the image.
2.3.2. 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).
2.3.3. 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.
2.3.4. Incorporated as elements of digital templates for sale or distribution.
3. RESTRICTIONS ON USE OF VISUAL CONTENT
YOU MAY NOT:
3.1. Use Visual Content other than as expressly provided by the license you purchased with respect to such Visual Content.
3.2. Portray any person depicted in Visual Content (a “Data Subject”) in a way that a reasonable person would find offensive, including but not limited to depicting a Data Subject: 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.
3.3. Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
3.4. 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.
3.5. 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.
3.6. Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
3.7. 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.
4. CREDIT AND COPYRIGHT NOTICES
4.1. The use of any audio-visual content in connection with news reporting, commentary, publishing, or any other “editorial” context, shall be accompanied by an adjacent credit to the SSS contributor and to SSS in substantially the following form:
4.2. “Contributor name| @SuperSport Schools #TimetoShine “
4.3. If and where commercially reasonable, the use of Images in Merchandise or an audio-visual production shall be accompanied by a credit to SSS in substantially the following form:
“Image(s) (as applicable), used under license from @SuperSport Schools #TimetoShine / Contributor name.
5. WARRANTIES AND REPRESENTATIONS
5.1. SSS warrants and represents that:
5.1.1. SSS’s contributors have granted SSS all necessary rights and clearances in and to the Content to grant the rights set forth above, as applicable.
5.1.2. Images in their original unaltered form and used in full compliance with this 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 law, statute, ordinance, or regulation; or iv) be defamatory, libellous, pornographic or obscene.
5.2. While SSS makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, SSS makes no warranties and/or representations regarding any keyword, titles or descriptions. For the sake of clarity, SSS will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions.
5.3. SSS makes no representations or warranties whatsoever other than those expressly made in this “warranties and representations” section.
6. INDEMNIFICATION AND LIABILITY
6.1. SSS 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.
6.2. You will indemnify and hold SSS, 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 this TOS. You further agree to indemnify SSS for all costs and expenses that SSS incurs in the event that you breach any of the terms of this or any other agreement with SSS.
7. ADDITIONAL TERMS
7.1. Except when required by law, SSS 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 SSS to charge you all subscription fees for the duration of the term agreed to at the time of purchase. In the event that SSS 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 Southern Africa Development Region and you cancel your account within fourteen (14) days of making payment to SSS, provided that you have not yet downloaded or licensed any Visual Content, SSS, will refund the payment made by you in connection with such cancelled account.
7.2. 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 SSS the right to charge you for each automatic renewal until you timely disable automatic renewal.
7.3. The fees charged by SSS are exclusive of Value Added Tax, and all such taxes, direct or indirect, shall be in addition to any fees related to the products you are buying. Where SSS 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.
7.4. “Non-transferable” as used herein means that except as specifically provided in this 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 SSS 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 contact Customer Service.
7.5. Upon notice from SSS 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 SSS may be liable, or if SSS removes any Content due to perceived business risk as determined in SSS’s reasonable discretion 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. SSS shall provide you with comparable Content (which comparability will be determined by SSS in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this TOS.
7.6. 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 SSS, upon SSS’s reasonable request.
8. ARBITRATION
8.1. Should any dispute, disagreement or claim arise between the Parties concerning this Agreement (“the Dispute”) the Parties shall endeavour to resolve the Dispute by negotiation.
8.2. If the Dispute has not been resolved within 7 (seven) days, the said Dispute shall, on written demand by either Party, be submitted to arbitration in Cape Town in accordance with the Arbitration Foundation of Southern Africa (“AFSA”) rules, which arbitration shall be administered by AFSA.
8.3. Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the Parties to the Dispute or failing agreement within 10 (ten) days of the demand for arbitration, then any Party to the Dispute shall be entitled to forthwith call upon the chairperson of the Cape Town Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years’ standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the Dispute. In the event of the attorneys of the Parties to the Dispute failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the Parties to the dispute.
8.4. Any Party to the arbitration may appeal the decision of the arbitrator or arbitrations in terms of the AFSA rules for commercial arbitration.
8.5. Nothing herein contained shall be deemed to prevent or prohibit a Party to the arbitration from applying to the appropriate court for urgent relief.
8.6. Any arbitration (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the Dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.
8.7. The provisions of this clause will continue to be binding on the Parties notwithstanding any expiry or termination or cancellation of this TOS.
8.8. The Parties agree that the written demand by a Party that the Dispute be submitted to arbitration is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.
9. GENERAL
9.1. Neither party may assign this agreement, without the prior written approval of the other party, except that SSS may assign this agreement to a subsidiary, an affiliated company within the SSS group, the entity that results from a merger or other corporate reorganization involving SSS, or an entity that acquires all or substantially all of SSS’s assets or capital stock.
9.2. This TOS shall be construed neither against nor in favour of any party, but rather in accordance with the fair meaning of the language hereof.
9.3. If you are entering into this TOS on behalf of an 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 SSS for any breaches of the terms of this. TOS. You hereby grant SSS a worldwide, non-exclusive, limited license to use your trademarks in SSS’s promotional materials, including a public customer list. SSS’s use of your trademarks shall at all times conform to your then-current trademark use policies as made available to SSS and shall at all times inure to your benefit. SSS 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 SSS of your email request to _______________________.
9.4. The number of Content downloads available to you is determined by the product you purchase.
9.5. 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.
9.6. If any individual term of this TOS 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 this TOS, so that this TOS shall otherwise remain in full force and effect.
9.7. You expressly agree that any feedback provided to you by SSS or its representatives regarding any questions you may have about this TOS or your use of Content licensed hereunder, is solely for the purpose of interpreting this TOS and is not legal advice. SSS cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by SSS or its representatives.
9.8. It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
9.9. In the event that you breach any of the terms of this or any other agreement with SSS, SSS shall have the right to terminate your account without further notice, in addition to SSS’s other rights at law and/or equity. SSS 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.
9.10. Except as expressly set forth in the applicable license and warranties sections herein, SSS grants no rights and makes no further warranties. SSS only has releases where expressly indicated on the SSS website.
9.11. Except as specifically provided above, in no event, will SSS’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 SSS websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by SSS from you for the applicable Content license.
9.12. Neither SSS 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, SSS’s breach of this agreement, or otherwise, unless expressly provided for herein, even if SSS has been advised of the possibility of such damages, costs or losses.
9.13. Except as expressly set forth above, 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.
9.14. SSS does not warrant that the Content, SSS 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.
9.15. This TOS is governed by and shall be construed in accordance with the laws of South Africa.