THIS LICENSE IS A LEGAL AND BINDING AGREEMENT ("AGREEMENT") BETWEEN YOU THE USER ("LICENSEE") AND THE IMAGE OWNER ("PUBLISHER").
The term "Licensee" includes the client if you are acting on behalf of your client, as an agent, and provided both you and your client are jointly and severally liable to Publisher under this Agreement.
For the avoidance of doubt each individual human user must pay a separate license fee for each Permitted Use hereunder.
In consideration for your payment and subject to the terms of this Agreement, the Publisher grants Licensee a 99 year, worldwide, non-transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, Publisher's image ("Image") for one Permitted Use described below. All other rights to the Image(s), and accompanying materials (if applicable), including without limitation, copyright and all other rights, are retained by the Publisher.
2.0 Permitted Uses
Each of the following constitutes, either for yourself or a specific client, one Permitted Use, subject to limitations of clauses 3 and 4:
2.1 Advertising and promotional projects
, including printed materials, opt-in emails, product packaging, web site, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards , provided image is reproduced in print not more than fifty thousand (50,000) times;
2.2 Entertainment applications
, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations, provided image is reproduced in print not more than fifty thousand (50,000) times;
2.3 As a reproduction on a poster, print or other merchandise
, for non-commercial , personal use only (not for resale);
2.5 Images for Editorial Use Only
be used in blogs, magazine and newspaper editorial applications, or other non-commercial uses.
2.6 Licensee may alter, crop, modify or adapt the Images in connection with the above permitted uses.
2.7 Publisher reserves all other rights to the Image(s).
3.0 One User & One Permitted Use
3.1 This License is provided to you, the Licensee, only, for the use by one individual human user only, for one Permitted Use only.
3.2 In the event that the Image is required for multiple Permitted uses or for the same Permitted Use, but for different clients or individual human users, then the appropriate multiple number of Licences must be purchased.
3.3 Licensee may store the Images on only one computer at any time , and make one back up copy, until such time as the Image has been used in accordance with the terms of this Agreement.
3.4 Images may not be posted on a shared drive, network server or web server for use by other users. Licensee may not make images available on any digital asset management system.
3.5 Licensee may not sublicense, sell, assign, convey or transfer any rights to any Image under this Agreement except:
3.5.1 for the purpose of reproduction and manufacture of materials incorporating the Image in accordance with this License; and
3.5.2 for and on behalf of a client for whom the Image has been properly licensed, for the one Permitted Use determined by the Licensee.
3.5.3 In both these cases the Licensee undertakes to ensure that the Image is used by the transferee only for the purposes properly determined by the Licensee in accordance with this License.
4. Restrictions on Use
Licensee may not :
4.1 Use an image, other than as laid out in clause 2.
4.2 Reproduce an image in print in excess of 50,000 times.
4.3 Incorporate the Image into any product for resale; where the Image is a significant component of the product and the primary reason for the end user's purchase decision, for example wall paper, wall art posters, postcards, mugs and T-shirts.
4.4 Use the Image in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates.
4.5 Use or display the Image on websites or other venues designed to induce or involving the sale, license or other distribution of "user customised" or "on demand" products, including postcards, mugs, t-shirts, posters, prints, wallpaper and other items.
4.6 Sell, license or distribute its final product in such a way that permits Licensee's end users to extract or access the Images as a stand-alone file.
4.7 Incorporate the Images into a logo, trademark or service mark.
4.8 Distribute, post or upload the Image(s) online in a downloadable format or enable it to be distributed via smart phone, tablet, Mac or PC or through a digital asset management system or shared in any peer-to-peer or similar file sharing arrangement.
4.9 Use any Image, in the reasonable opinion of Publisher, in a pornographic, defamatory, libellous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
4.10 Use any Image that features a recognizable person which, in the reasonable opinion of Publisher, would lead one to think that such person personally endorses the product, service or cause promoted.
4.11 Use any Image that features a recognizable person which, in the reasonable opinion of Publisher, depicts that person with subject matter likely to be offensive or unflattering to that person, such as but not limited to sexual activity, drug abuse, physical or mental abuse.
4.12 Decompile, reverse engineer, disassemble or otherwise reduce the web site software to a human readable form.
4.13 Use any of the Images in any manner prohibited by any applicable laws, restrictions or regulations, including without limitation the directives of the Press Complaints Commission Code of Practice in UK.
4.14 Use any Image on a social media platform or other third party website that claims to acquire rights in the Image contrary to those provided to you under this Agreement .
4.15 Falsely represent, expressly or by way of reasonable implication, that any Image was created by a person other than the Publisher.
4.16 Publicly display an Image: (a) as a standalone file in any digital format on the internet; or (b) in any digital format without imposing technical or written restrictions intended to prevent the use of such Images by third parties, unless the Image is incorporated into a design with text or other content, and the overlaid or embedded text or other such content covers an area of at least 33% of the display size of the Image.
4.17 Use an Image in a manner that infringes upon any third party's trademark or other intellectual property, or could give rise to a claim of deceptive advertising or unfair competition.
4.18 Use Image(s) in a manner that competes with Publisher's business. This includes, by way of illustration only and not by way of limitation, displaying Images in any format (including thumbnails) for download on a website, offering Publisher's Images for sale, or including them in templates of any nature, including web templates, document templates, projects or otherwise for distribution and/or sale to third parties.
4.19 Use Images as the basis for any individual or collection of physical or digital merchandise or promotional items, which you offer for sale, including the creation of a digital or print greeting cards.
4.20 Use an Image marked "Editorial Use" for commercial purposes
5.0 Credit Attributions and Copyright Notices for Editorial Uses of Images
5.1 You shall provide a link back to Publisher's collection on 99cImages.com ( 99cImages.com/Publisher) where applicable; or provide a credit to the Publisher in connection with the editorial use of any Image. Such credit shall be in substantially the following form:
"Publisher_Name found on 99cImages.com"
5.2 In the event that an Image is used in connection with a film, television broadcast, documentary or other audio-video or multimedia project, you shall use reasonable commercial efforts to accord the Publisher a credit as provided above.
5.3 The unintentional omission of the aforesaid credit will not be a breach of the terms hereof provided that you promptly cures such omission following email notice from Publisher.
6.0 Licensee Indemnity
Licensee agrees to defend, indemnify and hold Publisher and its parent, subsidiaries and affiliates and their respective officers, directors, contractors, employees copyright holders and their agents, together with its service provider 99cImages Ltd, harmless from all damages, liabilities and expenses (including reasonable legal fees and costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Image(s) outside the scope of this Agreement or any other breach by Licensee of this Agreement.
7.0 Publisher Warranties
Publisher warrants that:
7.1 He / she has full authority to enter into this agreement.
7.2 Unaltered Images downloaded and used in full compliance with this Agreement and applicable law, will not infringe any copyright, trademark or other intellectual property right, nor will such unaltered Images violate any third parties' rights of privacy or publicity;
7.3 Unaltered Images do not and will not violate any law, or regulation ;
7.4 Unaltered Images are not and will not be defamatory, libellous, pornographic or obscene.
7.5 While Publisher makes commercially reasonable efforts to ensure the accuracy of Image keywords and descriptions, Publisher makes no warranties and/or representations regarding such keywords, Image descriptions or Images designated "Editorial Use Only".
8.0 Limitation of Liability
8.1 The Image has not been created to meet the Licensee's individual requirements and it is Licensee's sole responsibility to satisfy itself prior to entering into this Agreement that the Image and License will meet its requirements. Publisher makes no warranty or representation in that respect and no failure of any part or the whole of the Image or License to be suitable for Licensee's requirements shall entitle Licensee not to accept the same or give rise to any right or claim against Publisher.
8.2 THE TOTAL MAXIMUM AGGREGATE LIABILITY FOR A CLAIM UNDER CLAUSE 7 SHALL BE LIMITED TO $500.
8.3 PUBLISHER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PUBLISHER SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS ARISING OUT OF LICENSEE'S USE OF THE IMAGES, OR OTHERWISE, EVEN IF PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
8.4 PUBLISHER GRANTS NO RIGHTS AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OF ANY NAMES, TRADEMARKS, SERVICE MARK, LOGOTYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE. IT IS THE LICENSEE'S RESPONSIBILITY TO ASSURE THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS THAT MAY BE REQUIRED FOR YOUR USE OF ANY IMAGES ARE OBTAINED.
8.5 PUBLISHER DOES NOT WARRANT THAT THE IMAGE(S), 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 IMAGE(S) IS SOLELY WITH YOU.
8.6 YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES.
8.7 THE FOREGOING STATES PUBLISHER'S ENTIRE INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL BREACH OF THE WARRANTIES SET FORTH.
8.8 It is noted that the Publisher's service provider, 99cImages Ltd, is not party to this Agreement, and you , the Licensee agree, that it has no responsibility or liability in relation to any image License or in any other respect pursuant to this Agreement.
9. Payment Terms
No licenses are granted until full payment of Publisher's invoice is made. Your rights to use any Image are subject to this license agreement and are conditioned upon your payment to Publisher for your use of the Images.
10. Refunds Policy & Chargebacks
10.1 Refunds are not available.
10.2 Chargebacks will trigger revocation of licenses
The license contained in this Agreement will terminate automatically without notice from Publisher if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Image(s), (ii) destroy all reproductions of the Image(s), and (iii) delete or remove the Images from Licensee's premises, computer systems and storage (electronic or physical). In these circumstances Publisher will have no obligation to refund any fees paid.
Publisher reserves the right to revoke the License to use any Image(s) for good cause and elect to replace such Image with an alternative Image. Upon notice of any revocation of a license for any Image(s), Licensee shall immediately cease using such Image(s), shall take all reasonable steps to discontinue use of the replaced Image(s) in products that already exist and shall make all reasonable steps to inform all end-users and clients of same.
If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be amended only to the extent to make it enforceable.
14. English Law:
This agreement, its validity and effect, shall be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts for the settlement of any disputes hereunder.
No action of Publisher, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
16. Entire Contract:
This contract contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.