Content Licensing Agreement

Last updated: Version 2026-07-11

Review-ready draft. This agreement states the licence photographers grant ProofProtect so we can protect and deliver their content. If you have any questions please email: support@guardedcontent.com.au.

1. Parties and relationship to the Terms

This Content Licensing Agreement (the “Agreement”) is entered into between the photographer or studio holding a ProofProtect account (the Customer, “you”) and GuardedContent Pty Ltd trading as ProofProtect(“we”, “us”, “our”). It supplements — and forms part of — our Terms of Service (the Terms). If this Agreement conflicts with §6 of the Terms (“Customer Content and licence”), this Agreement prevails for content-licensing matters; for all other matters the Terms prevail.

Each user of a photographer account executes this Agreement individually on their first sign-in, on their own behalf and, where they act for a studio or other entity, on that entity’s behalf. By executing this Agreement you represent that you have the authority to bind that entity.

2. Definitions

Capitalised terms not defined here have the meaning given in the Terms. In this Agreement:

• “Content” means photographs, video, audio, and any other media or files, together with their embedded metadata.
• “Customer Content” means Content you (or users acting under your account) upload to, or create within, the Services.
• “Gallery” means a collection of Customer Content you assemble within the Services for viewing, proofing, delivery, or sale.
• “Protected Formats” means encrypted, segmented, watermarked, or otherwise technically protected renditions of Content — including streaming packages, protected containers, and the associated cryptographic keys and playback authorisations — produced by or for the Services.
• “Services” means the ProofProtect platform, applications, and related services we provide under the Terms.
• “Sub-processor” means a third party listed in our sub-processor register that processes Customer Content on our behalf.

3. Grant of licence

You grant us a non-exclusive, worldwide, royalty-free licence — for the term described in §9 and sublicensable only to Sub-processors — to host, store, cache, reproduce, transmit, display, transcode, re-encode, watermark, package, encrypt, and create technical derivatives of your Customer Content (including thumbnails, previews, and Protected Formats), in each case solely as needed to provide, secure, and support the Services.

This licence is granted to us alone and does not permit any use of Customer Content by third parties except (a) Sub-processors acting on our instructions, and (b) the people you choose to share Galleries with through the Services, on the terms you set for each Gallery.

4. Protected Formats and technical measures

Protecting your content is the point of the Services, and it requires us to change its technical form. You specifically authorise us to:

• convert uploads into Protected Formats, including encrypted, segmented streaming formats and other protected containers;
• generate, hold, and manage the cryptographic content keys used to protect and play back your Content;
• issue playback authorisations for your Content through our streaming-protection Sub-processor (see the register), which receives content-key requests but no account identity;
• embed visible and invisible watermarks in proofs and protected views; and
• apply, adjust, and update these technical measures over time as protection technology and the Services evolve.

We are not obliged to return Content in a Protected Format, and Protected Formats (including content keys) remain part of the Services. Your original files remain yours and remain exportable through the Services while your account is active.

5. Ownership and restrictions on us

As between you and us, you retain all ownership and intellectual-property rights in your Customer Content. Nothing in this Agreement transfers ownership. We will not use your Customer Content for advertising or marketing, for training machine-learning models, or for any purpose other than operating, securing, and supporting the Services, without your separate written consent.

6. Your warranties

You represent and warrant — and repeat these warranties each time you upload Content — that:

• you own or control all rights, licences, and consents necessary to upload your Customer Content and to grant the licence in §3;
• you have obtained any model, property, or other releases required to use, display, and (where applicable) sell the Content; and
• your Customer Content and its use through the Services do not infringe any third-party rights or violate any law.

7. Indemnity

You will indemnify us against third-party claims, and the reasonable costs (including legal costs) and damages finally awarded or agreed in settlement of those claims, to the extent they arise from your breach of the warranties in §6. We will notify you promptly of any such claim, allow you to control its defence and settlement (provided any settlement fully releases us and admits no fault on our part), and give you reasonable cooperation at your expense. This indemnity does not apply to the extent a claim results from our breach of this Agreement.

8. Term, termination and survival

This Agreement takes effect when you execute it and continues while you maintain an account or we hold your Customer Content. You may terminate it by deleting your Customer Content and closing your account; we may terminate it if the Terms are terminated.

After you delete Content or close your account, the licence in §3 survives only to the extent needed for backups, caches, and legal compliance, consistent with §11 of the Terms, and ends when those copies are deleted in the ordinary course. Sections 5, 7, 11, and 12 also survive termination.

9. Changes to this Agreement

We may revise this Agreement. Material changes will be presented to you for execution before you continue using the Services; the version you executed is recorded against your account. If you do not accept a revised version you may stop using the Services and export or delete your data as described in the Terms.

10. Notices

Notices to us under this Agreement must be sent to support@guardedcontent.com.au. We may give you notice through the Services or to the email address on your account, and notice is taken to be received when sent to that address.

11. General

This Agreement, together with the Terms and the documents they incorporate, is the entire agreement between you and us about the licensing and technical protection of Customer Content, and supersedes prior discussions on that subject. If any provision is found unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder stays in force. A failure to enforce a provision is not a waiver of it. You may not assign this Agreement without our written consent; we may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets, provided the assignee assumes our obligations.

12. Governing law

This Agreement is governed by the laws of New South Wales, Australia, and any dispute is subject to the dispute-resolution provisions of the Terms of Service.

13. Execution and electronic signature

This Agreement is executed electronically. You sign it by drawing your signature and typing your full legal name at the signing step, and we record that signature together with the version of this Agreement, the date and time, and the network address and browser details of the signing session. You and we agree that this electronic record constitutes valid execution of this Agreement, is admissible as evidence of it, and has the same effect as a handwritten signature on a paper original. You can request a copy of your signed record at any time via support@guardedcontent.com.au.