Fotolia
Content download agreement
This agreement (this "Agreement") shall be binding upon Pixmac LTD ("Pixmac") and any member (the "Non-Exclusive Downloading Member") who downloads a photograph, illustration, image or other pictorial or graphic work (the "Work") from the Pixmac.com website. The Non-Exclusive Downloading Member acknowledges and agrees that he or she shall be bound by the terms and conditions of this Agreement and that this Agreement applies to each Work that the Non-Exclusive Downloading Member downloads.
1. No Sale
The Non-Exclusive Downloading Member acknowledges and agrees that this Agreement does not effectuate any sale of the Work. Except for the rights specifically sublicensed under this Agreement, the Non-Exclusive Downloading Member shall not have any right, title or interest in or to, and in any event shall have no ownership of, the Work, including any copyright and other intellectual property rights.
2. Sublicense
Subject to the terms and conditions of this Agreement, Pixmac hereby grants to the Non-Exclusive Downloading Member a non-exclusive, perpetual, worldwide, non-transferable sublicense to use, reproduce or display the Work an unlimited number of times in the authorized media solely for (a) personal or educational purposes and (b) in connection with the operation of a business. However, the Non-Exclusive Downloading Member shall have no right to sell or distribute for sale the Work or any reproductions thereof, whether alone or incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known which primary value lies in the Work itself. The Non-Exclusive Downloading Member shall have no right to grant further sublicenses. The Non-Exclusive Downloading Member shall have the right to transfer files containing the Work or permitted derivative works to direct clients, customers, and employees, or have the Work reproduced by subcontractors, provided that such subcontractors agree to abide by the restrictions of this agreement. In the normal course of workflow, the Non-Exclusive Downloading Member may also convey to a third party (such as a printer) temporary copies of the Work that are integral to the work product and without which the work product could not be completed. Third parties and subcontractors shall have no further or additional rights to use the Work and cannot access or extract it from any other file provided. The Non-Exclusive Downloading Member may create a digital library, network configuration or similar arrangement to allow the Work to be viewed by their employees, partners and clients. The Non-Exclusive Downloading Member shall pay to Pixmac sublicense fee in accordance with Pixmac's Standard pricing and payment policies . Notwithstanding anything to the contrary contained in this Agreement, with respect to electronic formats, the Non-Exclusive Downloading Member"s reproduction, distribution or display of the Work shall be limited to a resolution of 640 ? 480 pixels in website uses (regardless of the resolution of the Work available for downloading from the Pixmac.com website), and shall be limited to the resolution available for downloading from the Pixmac.com website in other electronic uses. For clarification purposes but subject to the foregoing restrictions, it is intended that this sublicense shall permit use, reproduction and display of the Work in or for a business or commercial setting or circumstances, display in an office or other place of business, on advertising and promotion materials, and the like.
In addition, the Non-Exclusive Downloading Member shall have the right to create modified and derivative works based upon the original Work (derivative works within the meaning of the USA Copyright Act which incorporates but is not substantially similar to the original Work ) . The permitted use of the modified and derivative works includes all the uses permitted to the Non-Exclusive Downloading Member with respect to the original work as well as for the derivative works in items for re-sale including t-shirts, mugs, calendars, posters mouse pads and alike
3. Restrictions
Notwithstanding anything to the contrary contained in this Agreement, and without limitation to any aforementioned restrictions, the Non-Exclusive Downloading Member acknowledges, agrees and warrants that he or she shall not:
(a) sub-license, sell, assign, convey or transfer any of it"s rights under this agreement. Sell, license or distribute the Work or any modified Work as stand-alone files or as part of an online database or any other database, or any derivative product containing the Work in such way that would allow a third party to download, extract or access the Image as a stand-alone file;
(b) share the Work with any other person or entity except as expressly permitted under this Agreement;
(c) post the Work online in downloadable format, post the Work on an electronic bulletin board, or enable the Work to be distributed via mobile telephone devices. Include the Work in any electronic template or application, including those that are web based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to website design, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter;
(d) download or store the Work on more than one computer at the same time, except that the Non-Exclusive Downloading Member may make a single backup copy to be stored on media separate from the single permitted computer;
(e) use, reproduce, distribute or display the Work in connection with design template applications intended for resale;
(f) use, reproduce, distribute or display the Work in connection with any goods or services intended for resale or distribution which primary value lies in the work itself, including, without limitation, mugs, t-shirts, posters, greeting cards, posters or other merchandise, and any of the foregoing in "print on demand" or tangible or electronic formats, as applicable;
(g) use, reproduce, distribute or display the Work (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;
(h) remove any notice of copyright, trademark or other intellectual property right, or other information that may appear on, embedded in, or in connection with the Work in its original downloaded form, it being understood that the Non-Exclusive Downloading Member shall reproduce any and all such notices in any backup copy of the file comprising the Work that the Downloading Member makes;
(i) incorporate the Work into a trademark or service mark;
(j) take any action in connection with the Work that violates any law, regulation or statute in an applicable jurisdiction;
(k) Use the Work in an editorial manner, without the following credit adjacent to the Image: "© [Photographer's name] / [Name of the agency providing the Image].;
(l) take any action in connection with the Work that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Work and the rights of any person who, or any person whose property, appears in the Work; or
(m) take any action in connection with the Work that associates it or the creator of the Work, or the persons or property appearing in the Work (if any), with any political, religious, economic or other opinion-based movements or parties.
(n) use the Work in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive - this includes, but is not limited to:
(1) the use of Images in pornography;
(2) tobacco ads;
(3) ads for adult entertainment clubs or similar venues, or for escort, dating or similar services;
(4) political endorsements;
(5) uses that are defamatory, or contain otherwise unlawful, offensive or immoral content.
4. Payments and Pricing
As indicated above, the Non-Exclusive Downloading Member shall pay to Pixmac a sub-license fee in accordance with Pixmac's Standard pricing and payment policies .
5. Ownership and Retention of Rights
The Non-Exclusive Downloading Member acknowledges and agrees that Pixmac and/or its licensor retains all rights, title and interest in and to the Work (except for the rights granted pursuant to this Agreement), and that neither title nor any ownership interest in or to the Work is transferred to the Non-Exclusive Downloading Member by virtue of this Agreement. Pixmac and/or its licensor (as applicable) shall also retain the right to use, reproduce or display the Work solely to demonstrate the Work as part of his or her professional portfolio. Without any limitation to any other rights that Pixmac may retain, Pixmac shall continue to have the right to use the Work for internal archival and reference purposes.
6. Representations and Warranties
In addition to the representations and warranties made by the Non-Exclusive Downloading Member above, each of Pixmac and the Non-Exclusive Downloading Member hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.
7. Indemnification
The Non-Exclusive Downloading Member agrees to indemnify, defend and hold harmless Pixmac and its affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (collectively, "Indemnitees") from and against all claims, expenses (including attorney fees) or other liability arising from the Non-Exclusive Downloading Member"s breach of any of his or her representations, warranties or obligations under this Agreement, and from any and all uses of the Work, including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or "false light", right of publicity or blurring or distortion or alteration whether or not intentional. Pixmac shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by the Non-Exclusive Downloading Member with counsel of its own choosing. The Non-Exclusive Downloading Member shall fully cooperate with Pixmac in the defense of any such claim, action or matter.
8. Limitations and Disclaimer
The Non-Exclusive Downloading Member agrees that neither Pixmac nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than the Downloading Member), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use or non-use of the Work, even if such parties have been advised, or advised of the possibility, of such damages.
The Non-Exclusive Downloading Member acknowledges that Pixmac generally does not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Works. The procuring of such releases is the responsibility of the Non-Exclusive Downloading Member.
The Non-Exclusive Downloading Member acknowledges that Pixmac generally does not have releases from property owners, manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some Works. It is generally not possible for any stock image library or artist to get blanket releases for such products, but they can often be obtained on a case-by-case basis. The procuring of such releases is the responsibility of the Non-Exclusive Downloading Member.
THE WORK IS PROVIDED "AS IS" AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. Term and Termination
This Agreement shall continue in perpetuity unless terminated in accordance with this Section 9. Pixmac may at any time terminate this Agreement with respect to any Work in the event of any breach by the Non-Exclusive Downloading Member of any of his or her representations, warranties or obligations under this Agreement. The Non-Exclusive Downloading Member may at any time terminate this Agreement. Each of Pixmac and the Non-Exclusive Downloading Member shall notify the other in the event it, he or she terminates this Agreement. Pixmac shall also have the right, in its sole discretion, to deny the downloading of any Work from the Pixmac.com website. Upon termination of a license for any particular Work, the Non-Exclusive Downloading Member shall immediately cease using such Work, destroy, or upon the request of Pixmac return the Work to Pixmac, delete or remove the Work from its premises, computer systems and storage (electronic and physical), and shall ensure that its clients and customers do likewise.
10. Effect of Termination
Upon the termination of this Agreement, the Non-Exclusive Downloading Member shall cease using the Work and destroy all copies of the Work, and all derivative works and related materials (if any), in his or her possession or control. At Pixmac's request, the Non-Exclusive Downloading Member shall certify in writing to such destruction of the Work, derivative works and/or related materials. Termination of this Agreement shall not relieve the Non-Exclusive Downloading Member from any payment obligations that may have arisen prior to such termination. The provisions of Sections 1, 4, 5, 6, 7, 8, 10 and 11 shall survive the termination of this Agreement.
11. Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction in the federal or state courts of the State of New York, and the Non-Exclusive Downloading Member and Pixmac each submit to the personal jurisdiction of such court and waive any right each might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.
The relationship between Pixmac and the Non-Exclusive Downloading Member under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.
The Non-Exclusive Downloading Member agrees that he or she shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to him or her under this Agreement.
No waiver on the part of Pixmac to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Pixmac to exercise any such power, right, privilege or remedy, shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
Except with respect to any trademark rights, all rights and licenses granted by Pixmac under or pursuant to this Agreement are for all purposes of Section 365(n) of Title 11 of the United States Code ("Title 11"), licenses of rights to "intellectual property" as defined in Title 11. Pixmac agrees that, in the event of commencement of bankruptcy proceedings by or against Pixmac under Title 11, the Non-Exclusive Downloading Member, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights under this Agreement (including the license granted under this Agreement) and all of its rights and elections under Title 11.
Pixmac shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. The Non-Exclusive Downloading Member shall have no right to assign any of his or her rights or obligations under this Agreement.
This Agreement shall be inure to the benefit of, and be binding upon, Pixmac and the Non-Exclusive Downloading Member, and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Pixmac and the Non-Exclusive Downloading Member, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other.
If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect.
The underlined headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
Terms and Conditions - Dreamstime
Royalty-Free License - Concept Info
What Royalty-Free means is that you pay for the image only once and then you can use it as many times as you like, with just a few restrictions. In other words, there are no license fees except the initial fee and no other royalties to be paid except those included in the initial cost. Note that the maximum number of copies for printed materials is 500,000 copies.
The Royalty-Free license is granted ONLY for the high-resolution, non-watermarked image (the one that is bought using the download button); all the other versions (small watermarked and non-watermarked thumbnails which are visible on the public site) are entirely copyrighted.
The free files downloaded from the Free Photos section may be used in commercial projects under our limited Royalty Free (RF-LL) license and according to our terms and conditions. This is a one-person license and is given to you as a designer, your employer (client) or any employed persons.
Royalty- Free License of use of Non-Watermarked Images and Restrictions
The high-resolution images that you download under the regular Royalty Free (RF) license may be used to make fine art prints, on a web site, in a magazine, newspaper, book or booklet, flyer, or any other advertising and promotional material, in either printed or electronic media, as long as the item in which the image appears does not contradict any of the restrictions below. The list is not exhaustive and if you have any uncertainty regarding the use of the images in a correct way please email support using the help form.
Web templates, greeting cards or postcards especially designed for sale, similar print-on-demand services, canvas, t-shirts, mugs, calendars, postcards, mouse pads or any other items incorporating the image in an essential manner, intended to be sold or given for free, are considered redistribution (if the image is used in an essential manner). The use of Pixmac.com images for these purposes under the regular Royalty Free license is not permitted. It is also forbidden to make the image available on a website for download (as wallpapers for example), although you may use the image in a concept in as many websites as you want, for any number of clients. For Web use, you must not use the image at a width exceeding 800 pixels unless it is included in your site's design. If the image is part of a design and manipulated accordingly, the image width can be higher than 800 pixels.
If you use the images for printed materials, the number of copies must not exceed 500,000. You may modify the images in any way required for reproduction, or include them in your own personal creations.
Buying the high-resolution image (purchasing the license) does not transfer the copyright. You may not claim that the image is your own and you may not sell, license for use, or in any way distribute the image for reuse. We recommend that you credit the agency and the photographer when you use an image. By this you benefit the community at Pixmac.com, of which you are an integral part, and help increase your success as part of the community, which, by growing contributions, gains quantity and quality.
Unauthorized Use
Without limitation, Images may not be used as a trademark or service mark (unless the appropriate extended license is being used), for any pornographic or unlawful purpose, to defame a person, to violate a person's right to privacy or publicity, to infringe upon any copyright, trade name, trademark, or service mark of any person/entity. Unauthorized use of these Images constitutes copyright infringement and shall entitle Pixmac to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Images. The foregoing is not a limiting statement of Pixmac's rights or remedies in connection with any unauthorized use.
Sensitive Subjects
Any license granted by Pixmac shall not constitute a representation that an Image is compatible for use with any other material. You are solely responsible for the use of any Image in combination with any other material, and you agree not to use Images with sensitive topics without Pixmac's separate written agreement. Such sensitive topics include, but are not limited to: models with mental or physical health issues, social issues, sexual activity, sexual orientation or related, substance abuse, crime or other subjects that can be considered to be offensive or unflattering to any of the models included in the image.
You must contact Pixmac for additional information prior to any use of an Image with any sensitive topic.
Each photographer that contributes to our site and community is entirely responsible for the materials he/she uploads. By uploading files you agree to hold all copyrights for the image and to have previously obtained a model release from each person included in your picture. This includes children, deceased persons, natives of another language; cases in which a parent, a guardian or another authorized person should read, agree and sign the model release.
Pixmac will not be held responsible for any of the materials you upload to the site.
Model and Property Releases/Clearances
The rights Pixmac grants you do not include a license to any person, place, property, or subject matter depicted in an Image, which may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to third parties. Pixmac makes no representations or warranties that it owns or licenses any rights nor does Pixmac grant you any rights including copyright, trademarks, or rights of publicity belonging to any person, place, property, or subject matter depicted in any Image. Furthermore, Pixmac makes no representation or warranty as to the accuracy of any information provided with the Images. You are solely responsible for determining whether your use of any Image requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by Pixmac. If you are unsure whether additional rights are needed for your use, you are responsible for obtaining competent legal counsel.
In addition, a model release document must be uploaded by photographers, members of Pixmac's community, confirming that the persons included in their Image have signed a written agreement. By uploading this document, the photographers certify that the information contained within is complete and accurate.
If an Image is designated as model-released, it means that the person(s) included in the Image has/have signed a release permitting reproduction of the Image, subject to the restrictions contained in this Agreement, including, without limitation, sensitive subject uses. If Pixmac erroneously advises you that an Image is model-released when it is not, Pixmac's liability shall be limited to the amount you paid Pixmac for the use of the Image. If an Image depicts a person and is used in a manner that implies the use or endorsement of a product or service by that model, you must indicate that the person depicted is a model and used only for illustrative purposes. Under no circumstances, you cannot use an image with a person or more, in a context suggesting he/she or they are endorsing a subject that can be seen as sensitive. Any license granted by Pixmac is conditioned upon your obtaining all necessary third-party rights, releases and permissions. You agree to provide Pixmac with proof of such releases and permissions upon request.
Corbis
3. License Grant:
(a) Generally: Any and all licenses granted by Pixmac are conditioned upon (i)
Your compliance with all provisions of this Agreement, and (ii) Pixmac’ receipt of full
payment by You as identified in the applicable Invoice. Any and all license(s) granted to
You hereunder and Your right to use the Content shall immediately terminate upon Your
failure to comply with any provision of this Agreement or to make full payment when due,
in which case Pixmac shall be entitled to pursue all other remedies available under
copyright and other laws.
(b) Rights Managed Content: Subject to the terms and conditions of this
Agreement, and excluding the rights granted in Section 3(c) and 3(d) below, Pixmac grants
You a limited, non-exclusive right to use the Rights Managed Content licensed hereunder
to create and exploit the End Use solely as specified in the Invoice, and expressly as
limited in the Specific Content Web Pages and the terms and conditions herein. Pixmac
reserves all rights not specifically granted in this Agreement. Unless otherwise stated in
the Invoice, the license granted hereunder for the applicable Rights Managed Content
allows You to use the Rights Managed Content obtained hereunder for one year from the
date the applicable Invoice is issued. Except where specifically permitted on the Invoice
for the applicable Content, You may not distribute, publish, display or otherwise use in any
way, the Rights Managed Content, including without limitation the End Use after the Term.
(c) Royalty-Free Content: Subject to the terms and conditions of this Agreement
(including any applicable Invoices and Specific Content Web Pages), and regardless of
the form in or media on which the Content is delivered to you (including, but not limited to
electronic or online transmission, CDs or DVDs), Pixmac grants You a limited, nonexclusive,
perpetual and worldwide right (except as may otherwise be specified in the
applicable Specific Content Web Pages and/or Invoice) to create and exploit the End Use
for any purpose authorized under this Agreement. The rights granted under this
Paragraph include the right to make the Royalty-Free Content available to ten (10)
separate individuals (cumulatively over the Term) for the sole purpose of manipulating or
otherwise using the Royalty-Free Content to create the End Use according to the terms
provided herein (“Users”), in any and all media now known or hereafter devised. You
must obtain an additional license and pay Pixmac the applicable one-time flat fee in order
to make the Content available to more than ten (10) Users.
(d) Comps: Subject to the terms and conditions of this Agreement (including any
applicable Invoices and Specific Content Web Pages) Pixmac grants You the right to use
Comps solely for Your internal evaluation to determine whether You intend to obtain a
non-Comp license for the Content. You may not use Comps in any manner except for
internal evaluation of the applicable Content to determine whether You wish to apply for a
license for Rights Managed Content or Royalty-Free Content. Unless otherwise stated in
the applicable Invoice, the Term of the Comps license is sixty (60) days from the date of
download or receipt. You may not copy, distribute, publish, display or otherwise use in
any way the Comps after the Term without obtaining an appropriate Rights Managed
Content license or Royalty-Free Content license for that Content. If You do not obtain
such a license, upon expiration of the Term, You must destroy all copies of the Comps
Content.
(e) Who May Use the Content: The licenses granted under this Section 3 are
limited and are non-transferable and non-sublicensable, unless otherwise specified on the
applicable Invoice. Only You may use the Content and the End Use must be solely for
Your own use. Your employees and contractors (if any) may use the Content as
necessary to create the End Use as provided herein, provided that each such employee
or contractor has agreed to comply with the terms hereof, and further provided that You
remain jointly and severally liable for any breach of the terms of this Agreement by such
employee(s) and/or contractor(s). Except as may otherwise be specifically stated herein,
and except insofar as it has been incorporated by You into the permitted End Use, You
may not sell, rent, loan, give, sublicense or otherwise transfer to anyone the Content or
any right to reproduce the Content.
4. Ownership and Intellectual Property: Pixmac and its Content sources retain all
right, title, and interest in and to all of the copyrights, patent rights, trademarks, trade
secrets, and all other proprietary rights in the Content. No rights in any Content are granted except the limited licenses specified in this Agreement. Any right, title or interest
arising in any compilation or derivative work created using any Content shall not entitle
You to use any Content except as permitted hereunder. You do not acquire any copyright
ownership or equivalent rights in or to any Content or any other property of Pixmac or its
Content sources as a result of any license Pixmac grants to You. You hereby allow Pixmac
to use without charge Your End Use in displays and presentations for Pixmac’ marketing
purposes, solely to demonstrate how You have used the Content.
5. Limited Warranty and Disclaimer:
(a) Pixmac warrants that (subject to the restrictions and limitations contained in
this Agreement): (i) subject to Section 10 below, the Content, as provided hereunder, and
when used as authorized in this Agreement, will not infringe any copyright, trademark,
moral right, right of privacy or right of publicity, or any other intellectual property right of
any third party, (ii) it has sufficient rights to enter into this Agreement and grant You the
rights provided herein; and (iii) the digital copy of the Content provided by Pixmac to You
will be free from defects in material and workmanship (but not visual artifacts inherent in
the original Content) for ninety (90) days following delivery. Pixmac will, as Your exclusive
remedy for Your inability to use any Content as the result of such material and
workmanship defects, provide You with a replacement of the digital copy of such Content
or, in Pixmac’ sole discretion, refund any fee actually paid by You to Pixmac, provided You
have not made any use the Content. Except as may be provided in this Section 5(a),
while Pixmac makes efforts to use accurate caption information, Pixmac does not warrant
that such information is accurate. Pixmac provides You with its online system on an “as is”
basis without warranty of any kind, including warranty of continued access or availability
or against interruption of service.
(b) Pixmac makes no warranties, nor shall Pixmac be liable, for any claims related
to or arising from Your use of Content which: (a) has been modified by You, (b) has been
combined by You with other Content, products, text, content or materials, or (c) Pixmac
has otherwise notified You not to use prior to the beginning of the Term of the license for
the applicable Content. EXCEPT AS MAY BE OTHERWISE EXPRESSLY STATED IN
THESE TERMS AND CONDITIONS, PIXMAC, ON BEHALF OF ITSELF AND ITS
CONTENT SOURCES MAKES NO OTHER WARRANTY, EXPRESS, IMPLIED OR
STATUTORY REGARDING ANY CONTENT, ITS ONLINE SYSTEMS, OR ANY RIGHTS
OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
6. Limitation of Liability: EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW
BE EXCLUDED OR LIMITED, NEITHER PIXMAC NOR ANY PIXMAC SUBSIDIARY,
SUCCESSOR, PREDECESSOR, PARENT, JOINT VENTURE, AFFILIATE, OFFICER,
DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SOURCE, LICENSOR OR
LICENSEE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING
THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR
CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THIS
AGREEMENT AND/OR YOUR USE OR INABILITY TO USE THE CONTENT, WHETHER
FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT,
OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT,
CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT
SHALL PIXMAC' OR ANY ITS SUBSIDIARIES’, SUCCESSORS’, PREDECESSORS’,
PARENTS’, JOINT VENTURES’, AFFILIATES’, OFFICERS’, DIRECTORS’,
EMPLOYEES’, CONTRACTORS’, CONTENT SOURCES’, LICENSORS’, OR
LICENSEES’ TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY
CLAIMING THROUGH YOU ARISING FROM THIS AGREEMENT, ITS TERMINATION
OR EXPIRATION, AND/OR YOUR USE OF ANY CONTENT PROVIDED HEREUNDER,
SHALL EXCEED TEN (10) TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED
BY PIXMAC FOR THE USE OF THE APPLICABLE CONTENT. THE FOREGOING
LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE.
8. Your Indemnification of Pixmac: You agree to indemnify and hold harmless Pixmac
and its Content sources, officers, directors, employees, contractors, subsidiaries, joint
ventures, licensors and licensees against all claims (including, without limitation, claims by
third parties), liability, damages (including punitive damages), judgments, settlements,
costs and expenses, including reasonable legal fees and expenses, arising out of or
related to (i) Your breach of any terms, conditions or restrictions of this Agreement
(including the terms, conditions and restrictions identified on the Invoice(s) and Specific
Content Web Pages), (ii) Your use or modification of any Content, or combination of any
Content, with any text or other content, (iii) Your failure to obtain from third parties all
permissions necessary to use the Content, (iv) Content which Pixmac has otherwise
notified You not to license or otherwise use prior to the beginning of the Term of the
license for such Content; and (v) any act or failure to act by You or any of Your
employees, contractors, Employers, agents, clients, Principals, or Users.
9. Pixmac’ Indemnification of You: Pixmac agrees to indemnify and hold You
harmless against all claims, liability, damages (except punitive damages), costs and
expenses, including reasonable legal fees and expenses, awarded against You arising
out of or related to Pixmac’ breach of the warranties to You as provided under Section 5
above. Notwithstanding the preceding, Pixmac shall have no obligation under this Section
9 unless You provide Pixmac with written notice within ten (10) days of Your receipt of any
claim subject to indemnity and the right to defend or control the defense of such claim and
shall not, in any case, have any obligation with respect to any claims covered under
Section 8 above.
10. Releases and Clearances: Content may contain listed restrictions (either on the
Invoice, Specific Content Web Page and/or Editorial and Fine Art Content List), including,
without limitation, restrictions as to time, manner, industry and territory of use, and
required pre-approval by a depicted person or their representative. Your ability to access
Content does not entitle You to use that Content. Except as may be specifically stated in
the Invoice or the Specific Content Web Page applicable to the licensed Content, the
rights Pixmac grants to You do not include a license to, and Pixmac makes no
representations or warranties that it owns or licenses any rights related to or in any
persons, places, property (real, personal or of any other kind) or subject matter depicted
in any Content. All Content may be subject to copyrights, trademarks, rights of publicity,
moral rights, property rights or other rights belonging to another party. You are solely
responsible for determining whether Your use of any Content requires the consent of any
other party or the license of any additional rights, and You should not rely solely on the
information provided by Pixmac. You are solely responsible for obtaining any and all
releases and clearances as may be required, including without limitation (a) rights from
any representative guild, union, professional organization, or other authorized
representative; and (b) if any music is included in the Content, master use,
synchronization and performance licenses from the copyright proprietors of the applicable
master recording(s) and composition(s) and such other persons, firms or associations,
societies or corporations as may own or control the performing rights thereto. If You are
unsure whether additional rights are needed for Your use, You are responsible for
consulting with competent legal counsel. No employee or representative of Pixmac may
make, and You shall not rely upon, any representations or warranties other than those
stated herein.
11. Unauthorized Uses: Without limitation, Content may not be used as a trademark,
or for any pornographic use, unlawful purpose or use, or to defame any person, or to
violate any person’s right of privacy, publicity or moral rights, or to infringe upon any
copyright, trade name or trademark of any person or entity. You do not acquire, and shall
not claim, any rights (trademark, copyright or otherwise) in the Content itself apart from
the End Use. Unauthorized use of Content constitutes infringement of copyright and other
applicable rights and shall entitle Pixmac to exercise all rights and remedies under
applicable copyright and other laws, including monetary damages against all users and
beneficiaries of the use of such Content. Pixmac in its sole discretion reserves the right to
bill You (and You hereby agree to pay) ten (10) times the license fee for any unauthorized
use, in addition to any other fees, damages and penalties Pixmac may be entitled to under
this Agreement and applicable law. The foregoing is not a limiting statement of Pixmac’ or
its Content sources’ rights or remedies in connection with any unauthorized use of the
Content or breach of the Agreement.
12. Payment/Reporting: You hereby agree to and are required to pay Pixmac for all
Content that You obtain under the terms of this Agreement, regardless of whether You
use the Content (except as may be provided in Section 15 below entitled
“Cancellation/Termination”). This may, as set forth in the applicable Invoice, include an
obligation to pay Pixmac a use based royalty and to submit an accounting or other records
verifying Your use of the Content. Payment is due within thirty (30) days of the date the
applicable Invoice is issued, or the date specified in the Invoice, whichever comes first. A
late payment charge of one and one-half percent (1.5%) per month or the greatest
amount allowed under applicable law may be added to any unpaid balance after thirty (30)
days. The maximum amount permitted by state law shall be imposed on each returned
check.
13. Footage-Specific Content (Footage Type): All Footage is licensed by the “cut”
unless specifically noted. A “cut” shall be defined as one continuous scene from camera
start to camera stop. All “cuts” are licensed at a per second charge with a ten second
minimum charge per “cut”. Any multiple uses of any “cut”, splitting of any “cut”; or
speeding, slowing or freezing of any “cut” is subject to additional charges. If the Footage
is licensed by the “second” instead of by the “cut”, You shall pay for the actual running
time of the Footage. Any duplicate usage of the Footage, freeze frames, or slow motion
shall be calculated at the actual on-screen running time of the Footage. All Footage
licensed by the “second” may be subject to minimums based upon the agreed per second
rate.
14. Taxes: You are responsible for the payment of all sales and use taxes, when
applicable. Pixmac does not accept resale certificates without prior written approval and at
Pixmac’ discretion.
15. Cancellation/Termination:
(a) By You: If You cancel rights granted in the Invoice within seven (7) days from
the date of the Invoice, You will be charged a fifty dollar (US$50) transaction fee per
Image or Footage Clip. If the cancellation notice is received more than seven (7) days,
but less than thirty (30) days after the Invoice date, a cancellation fee equal to fifty percent
(50%) of the amount of the Invoice will be charged. After thirty (30) days, no cancellations
will be accepted and You are responsible for and must pay the full amount of the Invoice.
For any cancellations, You must also pay any and all service charges, production fees,
processing and handling fees and shipping fees. All licenses applicable to the
cancellation shall immediate terminate upon cancellation. All cancellations are final.
(b) By Pixmac: Pixmac may, without further obligation or any liability to You or any
other person or entity, terminate this Agreement and Your license to use the Content by
written notice in the event You fail to comply with any provision of this Agreement. Upon
any termination, cancellation or expiration of this Agreement, neither You nor any other
person or entity covered by the license granted to You under this Agreement shall have
any further right to make any use of the Content.
16. Copies: At Pixmac’ reasonable request, You shall provide to Pixmac free of charge
one (1) copy of any use made of the Content as authorized hereunder.
17. Storage of Content: In producing the End Use authorized hereunder, You shall
limit access to the Content to those having a bona fide need to facilitate production or
creation of any such authorized End Use. Upon termination and/or expiration of the Term
of this Agreement, You agree to cease use of all Content and shall promptly delete or
destroy any digital copies, except that You may retain one copy of the permitted work You
create incorporating the Content solely as necessary for archival purposes.
18. Protection of Content: If use of Content is permitted on the Internet, or any other
online or interactive media, You shall use Your best efforts to protect the Content to
ensure that it cannot be copied, and in the case of Footage, ensure that it remains in the
linear production for which it was licensed and cannot be searched by shot and
downloaded in broadcast or substantially comparable quality.
19. Credit Line and Copyright Notice: In the case of Images, for editorial uses, You
shall include a copyright notice and credit adjacent to each Image (in the format: “©
photographer’s name/Pixmac” or as specified on the Specific Content Web Page) with
each publicly distributed Image. Receiving credit is a material aspect of the Agreement for
Pixmac, and in editorial uses of Images, You agree to pay triple the invoice amount if You
do not provide such proper credit and copyright notice. For commercial uses, You agree
to pay double the invoice if You fail to include the credit described above when such
crediting is customary and appropriate. In the case of Footage, You shall provide
copyright attributions to Pixmac in the production, and on-screen credits as specified in the
invoice, equal in all respects to any credit accorded to any other provider of comparable
services.
21. Choice of Law / Jurisdiction / Attorneys’ Fees: Any dispute regarding this
Agreement shall be governed by the laws of the State of New York, and by Titles 15, 17
and 35 of the U.S.C., as amended, and the parties agree to accept the exclusive
jurisdiction of the state and federal courts located in New York, New York, regardless of
conflicts of laws. This Agreement shall not be governed by the United Nations
Convention on Contracts for the International Sale of Goods, the application of which is
expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement
as well as any other documents relating hereto, including notices, has been and shall be
written in the English language. In any dispute between Pixmac and You for breach of this
Agreement where Pixmac prevails, Pixmac shall be entitled to recover its reasonable
attorneys’ fees, legal expert fees, court costs, and other legal expenses.
22. Confidentiality: During this Agreement, Pixmac may provide You with certain
pricing, technical, marketing and other confidential information. You acknowledge that
such confidential information encompasses valuable trade secrets and is proprietary to
Pixmac. You agree that You will maintain the confidentiality of any “confidential
information” that Pixmac may provide to You, and You shall not use or disclose the same
without the prior written consent of Pixmac. “Confidential information” includes any
information that is either designated as confidential by Pixmac or that, under the
circumstances surrounding the disclosure, ought in good faith to be treated as confidential
by You.
23. Survival: Sections 2, 3(a), 4, 5, 8, 10, 11, 12, and 14 - 25 shall survive termination
or expiration of the Agreement.
24. Defined Terms:
(a) “Agreement” means, collectively, the terms and conditions (i) herein, (ii) in the
Invoice(s) and (iii) in the Specific Content Web Page(s) applicable to the Content
licensed hereunder, all of which are incorporated into this Agreement by this
reference.
(b) “Comps” means Content licensed without a fee solely for Your internal evaluation to
determine whether the Content is appropriate for Your intended use as either
Rights Managed Content or Royalty-Free Content.
(c) “End Use” means the final work product created with the Content as authorized
hereunder and excluding Comp uses.
(d) “Images” and “Footage” mean all images and footage clips, respectively, and
related informational materials in any medium obtained from or furnished by Pixmac
hereunder, including without limitation related metadata, text, captions, or
information.
(e) “Rights Managed Content” means Content licensed for a fee on a per-use basis
and expressly designated as “Rights Managed” or “RM” by Pixmac.
(f) “Royalty-Free Content” means Content licensed for an unlimited number of uses for
a one-time flat fee and expressly designated as “Royalty-Free” or “RF” by Pixmac.
(g) “Term” means: (1) with respect to each license granted hereunder, the term
specified herein or in the applicable Invoice and/or Specific Content Web Page,
unless earlier terminated as provided herein and, (2) with respect to this
Agreement, the term shall end on the earlier to occur of (i) termination or
cancellation of this Agreement as provided herein or (ii) the expiration of all licenses
issued under this Agreement.
25. Miscellaneous: This Agreement and any listed restrictions constitute the entire
agreement between the parties with respect to the subject matter hereof and merge all
prior and contemporaneous communications. This Agreement shall not be modified
except by a written agreement signed by duly authorized representatives of Pixmac,
provided that no purchase order or similar document issued by You shall modify this
Agreement even if signed by Pixmac. If Pixmac’ performance of any of its obligations
hereunder is delayed by labor dispute, war, governmental action, acts of terrorism, flood,
fire, explosion, other act of nature, the public enemy, or any other matter not within Pixmac’
reasonable control, then the date for performance shall be extended by the time of such
delay. If any provision of this Agreement is found invalid or unenforceable, the remainder
of this Agreement shall remain valid and enforceable according to its terms. Accordingly,
the parties agree that if any provisions are deemed not enforceable, they shall be deemed
modified to the extent necessary to make them enforceable and in such manner as comes
closest to the intentions of the parties to this Agreement as is possible. This Agreement
will inure to the benefit of and be binding upon the parties, their successors and assigns,
except that You may not assign or transfer this Agreement without Pixmac’ prior written
consent.
Moodboard
Use of The Content
You acknowledge that the Site contains or may contain information, software, photographs, illustrations, audio or video files, data files and other material (collectively, the "Content") which is protected by copyright, trademark or other proprietary rights of Pixmac and its affiliates or other third parties (including other members of the Site).
You may not modify, copy, publish, sell, reproduce or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Agreement and Pixmac's End User Licence Agreement which you will be required to enter into before any of the Content may be downloaded.
You are not permitted any resale or commercial use of the Site or any of its Content; any collection and use of any product listings, descriptions, or prices; any derivative use of the Site or any of its Content; any downloading or copying of account information for the benefit of another company; or any use of data mining, robots, or similar data gathering and extraction tools, and you must not attempt to do any of these things.
You may not link to the Site or any part of it, frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) without Pixmac's express written consent. You may not use any meta tags or any other "hidden text" utilizing Pixmac's names or trademarks or those of the owners of the Content without Pixmac's express written consent.
Content may only be posted to the Site by entering into and complying with the terms of Pixmac's Artist Contract.
Managing The Content
You acknowledge that Pixmac does not and cannot review all communications or Content uploaded to the Site and is not responsible for such Content or communications. Notwithstanding the foregoing, Pixmac reserves the right to delete, move or edit any communication or Content that it determines may violate this Agreement or is otherwise unacceptable. You will remain solely responsible for all communications made or Content uploaded under your Username. Pixmac shall have the right but not the obligation to correct any errors or omissions in any Content, in its sole discretion. You acknowledge that any screening of Content performed by Pixmac is carried out as a courtesy only.
Pixmac respects the intellectual property of others, and users of the Site are asked to do the same. If you believe that your work has been copied in an unauthorized manner, or your intellectual property rights have been otherwise infringed, please notify Pixmac of such infringement.
Indemnity
You agree to indemnify and hold Pixmac and its affiliates harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred in connection with any breach by you (or any one acting on your behalf or under your Username) of this Agreement. Pixmac reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Pixmac's defense of such claim.
Access and Availability
Pixmac reserves the right to restrict, suspend or terminate your right to access the Site at any time for any reason without prior notice or liability. Pixmac may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or, without prior notice or liability.
Pixmac may also terminate or suspend your access to the Site for inactivity, where you have not accessed the Site for an extended period of time, as reasonably determined by Pixmac.
Upon termination of your access to the membership portions of the Site, you agree to forfeit all download credits remaining in your account.
LIABILITY
PIXMAC DOES ITS BEST TO ENSURE THE SITE IS ACCURATE AND UP TO DATE BUT EXCLUDES TO THE GREATEST EXTENT POSSIBLE UNDER APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
Except as specifically stated in this Agreement or elsewhere on the Site, or as otherwise required by applicable law, neither Pixmac or its directors, employees, licensors, content providers, affiliates or other representatives will be liable for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of your use of, your inability to use, or the performance of the Site or the Content whether or not Pixmac has been advised of the possibility of such damages.
If links to other sites are given on this Site Pixmac does not control those third party sites and is not responsible for their content.
Some countries’ local laws do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by applicable legal provisions.
Applicable law
The Site is controlled and operated by Pixmac from the United Kingdom. Your use of the Site, and this Agreement, will be governed by, and interpreted in accordance with, English Law. You accept and irrevocably submit to the non-exclusive jurisdiction of the English courts. If any part of this agreement is found void and unenforceable, that shall not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
Pixmac’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.
Image Source
If you are entering into this Agreement on behalf of your employer, the Licence granted and the restrictions and limitations on the use of the images set forth below apply to your employer as well as to you as a representative of your employer. Should you cease working for your employer, your employer (but not you) may continue to use the images under the terms of this Agreement.
1. LICENCE GRANT AND RESTRICTIONS
1.1 Pixmac (“Pixmac”) grants you a non-transferable, non-exclusive, worldwide, perpetual licence to store, reproduce and use the specific image(s) film or video footage, visual representation (whether generated optically, electronically, digitally or by any other means) or audio product that you have purchased during this transaction, and any authorised derivatives or copies thereof, (collectively the “Images”) for your own commercial or non-commercial use as set out in clause 1.3 below, but not for any other purposes.
1.2.1 The Images may be shared by creating an image library, image storage jukebox, network configuration or similar arrangement as long as no more than ten (10) individuals (including you) employed by the same entity have access to the Images (subject to clause 1.2.2 below). You expressly acknowledge that this is not a “simultaneous users licence” and you may not have more than ten (10) specific people access the Images even if only ten (10) people are accessing the Images at any particular time.
1.2.2 If you are an intermediary (e.g. an advertising or design agency) the Images must only be used by clients who agree to be bound by the terms of this Agreement. You may allow individuals employed by your client to have access to the Images, provided the total number of individuals with access to the Images (including all those within your organisation and the client) remains no more than ten (10).
1.3 Specifically, you may:
1.3.1 use the Images any number of times on a worldwide, unlimited and perpetual basis as a part of advertising and promotional materials, packaging; multi-media including web-design, broadcasting, film/video/DVD, publishing; materials for personal, non-commercial use;
1.3.2 alter, manipulate and crop the Images (subject to clause 1.4.12 below);
1.3.3 use the Images in any other manner approved in writing by Pixmac.
1.4 Specifically, you may not:
1.4.1 sublicense, re-license, rent, resell or lease any of the Images to third parties separate or independent from a specific product, website, or similar;
1.4.2 copy or publish any of the Images to a network or bulletin board, or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the ten (10) authorised users, without prior written consent from Image Source or its Sales Agent; you acknowledge that for extended usage by more than ten (10) individuals, you will first have to purchase Extended Licence Rights from Pixmac;
1.4.3 under the terms of this Agreement use the Images in commercial products where the Images make up a significant part of the re-sale value of the product (i.e., postcards, posters, calendars, etc.). For such usages of an Image you must acquire an extended one-time Commercial Product Image Licence from Pixmac;
1.4.4 use any of the Images to promote a business that sells or licenses photographic images, or otherwise competes with Pixmac in any manner;
1.4.5 sub-license, resell or otherwise distribute the Images to third parties except as an integral part of your product or web-page and only for the life and extent of such a product;
1.4.6 make the high-resolution (300 dpi or above) Images accessible for download beyond the scope of the licence rights provided by this Agreement or place the Images on-line in an FTP or other digital format;
1.4.7 incorporate any of the Images in a logo, trade mark or service mark;
1.4.8 use the Images in ways or contexts that might reasonably be construed as pornographic, defamatory, libellous or otherwise unlawful;
1.4.9 use the Images in such a way as to imply that any model depicted in the Images personally uses or endorses a product or service (for example, in testimonial advertising);
1.4.10 use Images depicting any model in any unduly controversial or unflattering context, unless accompanied with a statement indicating that the person is a model and the Images are being used for illustrative purposes only;
1.4.11 delete or alter the copyright symbol, the name Pixmac, or identification number or any other information from the electronic file by which the Images are supplied to you or from any copies of those files;
1.4.12 increase the size of the purchased digital file.
2. WARRANTY AND DISCLAIMER
2.1 Pixmac warrants the digital copy of the Images in the form duly purchased by you or your employer to be free from technical defects for 90 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Images or refund of the purchase price, at Pixmac’s sole option. Pixmac shall not, however, be liable if defects arise as a result of any modification, variation or addition to the Images not performed by us or caused by any abuse, corruption or incorrect use of the Images with equipment or software which is incompatible. PIXMAC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OUR LIABILITY TO YOU FOR ANY LOSSES SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE IMAGES. Some states do not permit the exclusion of implied warranties, and you may have other rights, which may vary from state to state. NEITHER PIXMAC NOR ITS LICENSORS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF THIS LICENCE, THE USAGE OF THE IMAGES INCLUDING ANY CLAIM FOR LOST PROFITS OR LOST SAVINGS, OR FOR ANY CLAIM OF A THIRD PARTY OR OTHERWISE. HOWEVER, NOTHING IN THIS LICENCE LIMITS LIABILITY FOR FRAUDULENT MISREPRESENTATION OR OUR LIABILITY TO YOU IN THE EVENT OF DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE.
2.2 It is a condition of this Agreement that you obtain all necessary rights, model releases or consents which may be required for reproduction and use of the Images. We make no warranties with regard to the use of names, people, buildings, trade marks or copyright material depicted in any Image, or to the accuracy of any metadata, including, but not limited to, keywords and captions, with any Image. Furthermore, ensure that you examine the Image you intend to use for possible defects before sending the Image for reproduction. Pixmac shall not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Image or its metadata or in any way from its reproduction.
3. CONSEQUENCES OF BREACH
3.1 Without prejudice to Pixmac’s other rights and remedies, the Licence and your right to use the Images shall automatically terminate, without prior notice or refund of any moneys paid, if you breach any express or implied term of this Agreement. In the event of termination, you must immediately destroy or delete all copies of the Images or, at Image Source’s request, return them to Pixmac.
3.2 You agree to indemnify Pixmac and hold Pixmac harmless against all claims arising out of any breach by you of this Agreement.
4. RESERVATION OF RIGHTS AND PROTECTION OF INTELLECTUAL PROPERTY
4.1 All rights to the Images are owned by Pixmac and / or its licensors and are protected internationally by copyright and other applicable laws. Pixmac and its licensors retain all rights not expressly granted under this Agreement. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to comply with the terms of this Agreement.
5. OTHER CONDITIONS
5.1 Use of the Images must be in compliance with all applicable laws, statutes and regulations. Pixmac reserves the right to discontinue the use of any Image for any reason and elect to replace the Image with an alternative Image. Upon notice of any discontinuance of a Licence for a particular Image, you and your client, if applicable, agree not to use the Image in the future. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remaining terms of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement represents the entire Agreement between the parties relating to its subject matter and may not be amended except in writing signed by an authorised representative of both parties.
5.2 The laws of England and Wales whose courts are the courts of exclusive jurisdiction govern this Agreement, save that Pixmac shall have the right to bring proceedings in any jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Pixmac, such action is necessary or desirable.
If you wish to use the Images in a manner not permitted under this Licence Agreement, please contact Pixmac at info@pixmac.com.
Colossus
Terms of Use
Welcome to the Pixmac website. By use of this site, you accept this Legally Binding Agreement:
BY USING OR ACCESSING THE WWW.PIXMAC.COM WEB SITE, THE INFORMATION, MATERIAL, PRODUCTS OR SERVICES PROVIDED THEREIN BY PIXMAC. ("PIXMAC"), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE INFORMATION CONTAINED HEREIN, DISCONTINUE USING THIS SITE IMMEDIATELY.
This Agreement is between you ("You") and Pixmac and is effective as at the date of your first use or access of the Pixmac.com web site.
You agree that Pixmac may change or replace all or part of this Agreement at any time, and that such change, alterations, amendments or replacements shall be effective as of the time of posting. Pixmac will provide notice on the Pixmac.com web site of any material changes made to this Agreement and your continued use of the web site after the time of posting of such notice will constitute evidence of your acceptance of the changed, altered, amended or replaced Agreement. You further agree to regularly review this Agreement for such changes, alterations, amendments or replacements.
Ownership of Website: Any and all information, content, material, products and services, including data, databases, images, graphics, text, files, software, interfaces, web pages, product names, company names, trademarks, logos and trade names contained on the Pixmac.com web site (collectively the "Website"), including the manner in which the Website is presented or appears and all information relating thereto, are the property of Pixmac, its licensors or third parties, as indicated.
License to Use: You are provided with a personal, limited, non-transferable, non-exclusive license to access, view, read, download and print one copy of the content (including images), except for Third Party Content and Content that is indicated for sale or that is indicated for distribution pursuant to a separate license agreement (the "Products"), only for personal or considerable use only. You may not copy, edit, modify, adapt, create derivative works, translations, adaptations or arrangements, republish, transmit, merge, reverse engineer, decompile or disassemble the Content, or any part with out a proper license via a purchase. You may not use any site content for the direct benefit of any third party, nor shall You charge or receive, either by direct or indirect payment, or by trade of service, compensation, or fees from any third party, for the use of any site content or output thereof; except as otherwise provided herein or in another written agreement with Pixmac or its Licensors.
The user account provided to You by Pixmac will allow You access to the web site and the password selected by and used by You in relation with the account is to be kept secret and confidential. You shall not disclose your account information, your account number, account name, or password to any other party without the express written permission of Pixmac. You acknowledge and agree that You will be responsible for each access to the web site and that Pixmac is authorized to accept the account information and password as conclusive evidence that You may access and purchase off the web site.
International Use: This web site can be accessed from many countries around the world and may or may not provide products and services of Pixmac, including third party products and services offered by Pixmac that may not be available in your country. Pixmac may or may not intend to market, promote, or distribute such services and products in your country.
Disclaimers: THIS WEBSITE AND ITS CONTENT ARE PROVIDED TO YOU "AS IS" AND Pixmac EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. PIXMAC WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF, THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT PIXMAC MEDIA, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE.
Limitation of Liability: Pixmac assumes no responsibility to You or any third party, or partner, authorized or not, for the consequences of any inaccuracy, error or omission on the web site, regardless of cause. Further, Pixmac nor its directors, employees, licensors, content providers, affiliates or other representatives will be liable for damages of any kind including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, or punitive damages arising out of your use of, your inability to use, or the performance of this website or the site content.
Amendment to Agreement: You agree and acknowledge that Pixmac may modify any or all of the Pixmac.com web site at any time and that the web site, including without limitation any sites associated thereto, may periodically be unavailable to You in order to allow for maintenance and updates.
Governing Law: This Agreement shall be governed by the laws of the State of Nevada, USA, without reference to its laws relating to conflicts of law. Users of this website agree that any and all disputes arising from the use of this website, or the ordering of materials from this website, shall be settled by binding arbitration. Notwithstanding the foregoing, however, Pixmac shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-US court of competent jurisdiction to obtain injunctive or other relief if such action is necessary or desirable.
Pricing
All pricing is subject to change. For all prices, products and offers, we reserve the right to make adjustments due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements and other extenuating circumstances.
Downloading Comps
Comp imagery may only be used for preview purposes. Any User who saves comping imagery directly from Pixmac, www.pixmac.com, or any of it's authorized agents are bound by the TERMS of the License Agreement and may not be used without payment.
