Stock Photo and Stock Images Licensing

Red Circle Images RM License Agreement

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Unlisted Images, Inc. Rights-Managed End User License Agreement

This is a legal agreement (“Agreement”) between Licensee (as defined below) and Unlisted Images, Inc. (“Licensor”). By accessing or using the Content (as defined below), Licensee agrees to be bound by the terms and conditions of this Agreement.

Section 1: Definitions
“Content” means any Licensor image, photograph, illustration, animation, clipart, footage clip, audio clip, font, or any other audio or visual content, whether obtained via download from any Licensor website or Authorized Distributor’s (as defined below) website, or delivered via any storage media, and shall include all metadata including keywords, descriptions, and captions associated therewith.

“Licensee” means (i) you, if you are an individual entering into this Agreement on your own behalf, (ii) your employer, if you are entering into this Agreement on behalf of your employer, or (iii) your client, if you are an agent entering this Agreement on behalf of your client. If you are acting on behalf of your employer or client, you: (i) represent and warrant that you have the full legal right and authority to enter into this Agreement and bind such employer or client, (ii) will use the Content only for the interest of such employer or client, and (iii) agree to be bound by the terms and conditions of this Agreement.

“Authorized Distributor” means any company that Licensor has authorized to distribute Licensor’s Content.

“Invoice" means the agreement provided by Licensor or an Authorized Distributor that may include the permitted scope of use of the Content selected, any limitations on the use of the Content, and the licensee fee that corresponds to the use. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

Section 2: Grant of Rights
Limited Use License. Subject to Licensee’s payment of the license fee for the Content and Licensee’s compliance with the terms of this Agreement, Licensor grants Licensee a non-transferable, non-exclusive, non-sublicensable right to reproduce, display, broadcast, transmit or create a derivative work of (collectively “Use”) the Content identified in the Invoice as specified on the Invoice and as limited in this Agreement. No ownership or copyright in any Content shall transfer to Licensee by the grant of the license contained in this Agreement or Invoice. All rights not specifically granted by this Agreement are retained by Licensor and the copyright holder.

Section 3: Number of Users / Seat License
Licensee may store the Content on a server, image library, or network configuration to be viewed by Licensee or its clients, provided that no more than 10 designated individuals may access the Content. Before permitting access to more than those 10 designated individuals, Licensee must upgrade the seat license with Licensor.

Section 3: Restrictions on Use
The use of the licensed Content is strictly limited to the particular use specified on the Invoice and as limited in this Agreement. Licensee may not use or permit the use the licensed Content beyond the terms of this Agreement without first obtaining an additional license, including any electronic reproduction or promotional rights.

Other than the permitted scope of use of the Content selected and as provided herein, Licensee may not:
? Sublicense, sell, distribute, assign, convey, or transfer the Content or any of its rights under this Agreement;
? Sell, license, or distribute its final product in such a way that allows others to extract or access the Content as a stand-alone file;
? Incorporate the Content into a logo, trademark, or service mark;
? Distribute, post, or upload the Content online in a downloadable format or enable it to be distributed via mobile telephone devices;
? Use any Content in any way that is in Licensor’s reasonable opinion pornographic, defamatory, obscene, offensive, libelous, or in any way illegal, whether directly or in context or juxtaposition with specific subject matter and/or other materials;
? Use any Content in any way that infringes on any copyright, trade name, trademark, service mark, or intellectual property;
? Use Content that depicts a person as part of any use involving sensitive subjects, including, without limitation, topics that may depict the subject matter of a Content in a negative or unfavorable light, that subject persons to ridicule, that imply illegal activities, and topics regarding all sexual issues, feminine hygiene, incontinence, impotence, sexually transmitted diseases, teen pregnancy, abortion and adoption, welfare or economic aid, dating agencies, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, homosexual or alternative lifestyles, political or religious affiliation, medical conditions or procedures, other health and mental health issues, or the disparagement of a person or product;
? Use Content in any way in connection with or condoning illegal activities of any kind, including unlawful internet gambling;
? Use Content featuring a model in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, without accompanying such use with a written statement that indicates that the person is a model and the Content is being used for illustrative purposes only;
? Use any Content to promote a business that sells or licenses photographic products, or otherwise competes with Licensor in any manner; or
? Remove any copyright, trademark, identification number, or other proprietary right from the Content;
? Use an automated program to download images; and
? Ship, transfer, or export any Content into any country where such Content is prohibited, or use any Content in any manner prohibited by any export laws, restrictions, or regulations.

Section 4: Credit
If the Content is used in print media in an editorial manner, the credit line, “? Unlisted Images / Fotosearch.com” must appear adjacent to the Content. If the Content is used in a film, television production, documentary, or similar audio/visual or multimedia product in an editorial manner, the credit line “? Unlisted Images / Fotosearch.com” must appear in the audio/visual production credits. If the Content is used online in an editorial manner, a link to www.fotosearch.com shall appear adjacent to the Content. Omission of this link shall not constitute a breach of the terms of this Agreement provided that Licensee remedies such omission upon request from Licensor.

Licensor may waive this credit line or link requirement, upon request, via email or other writing.

Section 5: Unauthorized Use / Retroactive License Fee
Unauthorized use of Content is any use of Content not expressly authorized by this Agreement, including but not limited to the use of a Rights-Managed image for any use other than what is indicated on the invoice, and the use of Content by more than ten (10) designated individuals without the purchase of additional seat licenses. Unauthorized use of Content constitutes copyright infringement and shall entitle Licensor to exercise all rights and remedies available to it under copyright and other laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.

Section 6: Releases and Captions
If no model and/or property release indication for the Content is given, then no such model or property release has been obtained. Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, logo types, registered, unregistered or copyrighted designs or works of art or architecture or other forms of intellectual property depicted in any Content, and Licensee must satisfy itself that all the necessary rights, consents, or permissions regarding any of the above, as may be required for reproduction, have been obtained. Licensee shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use of such Content. Licensee acknowledges that some jurisdictions provide legal protection against a person’s image, likeness, or property being used for commercial purposes without their consent. Licensor does not warrant the legality of the Content, the accuracy of caption and keyword information, nor the legality or accuracy of any release information affiliated with the Content.

Section 7: Termination and Revocation
This Agreement is effective until terminated. Licensee can terminate this Agreement by destroying the Content, any related derivative works, and any copies of it or accompanying materials, and ceasing to use the Content and any derivative works related thereto. Licensor reserves the right to automatically terminate this Agreement or revoke the license contained in this Agreement and Invoice without notice and without refund if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately stop using the Content, delete the Content and all copies from all computer systems and storage, and destroy all other copies.

Licensor reserves the right to discontinue Licensee’s use of any Content for any reason and elect to replace such Content with alternate Content, and this Agreement shall automatically apply to such alternate Content. Upon notice to discontinue the use of any Content, Licensee agrees not to use the Content in the future and shall where possible ensure that its clients and customers do likewise.

Section 8: Electronic Storage
For all Content that Licensee takes delivery of in electronic form, Licensee must retain Licensor’s name and the image number or other identification number associated with the Content as may be included as part of the electronic file. Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the Content. Licensee may make one (1) high-resolution backup copy of the Content for internal back-up purposes. Limited, temporary transfers of the Content are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Content from its computer systems and storage.

Section 9: Payment Terms and Cancellation Policy
Time is of the essence in the performance by Licensee of its obligations for payments. Payment of the Invoice is to be as indicated on the Invoice.
All refunds are subject to the approval of Licensor. Licensee may be eligible for a refund, at Licensor’s reasonable discretion, for any of the reasons listed below. If a refund is approved, Licensor shall refund Licensee’s payment as a credit on Licensee’s account or to the credit card used to pay the license fee, at Licensor’s discretion.

? Failed download: If, for technical reasons, Licensee is unable to successfully download the Content. Please contact Support to try and resolve the issue prior to requesting a refund.
? Duplicate download: When the identical Content is downloaded by mistake more than one time.

Section 10: Warranty and Disclaimers
Licensee represents and warrants that it has the right and authority to enter into this Agreement and that it will not use the Content in any way that it not permitted by this Agreement. Licensee agrees that Licensor makes no warranties with regard to the use of names, people, trademarks, trade dress, logo types, registered, unregistered, or copyrighted designs or works of art or architecture depicted in any Content, and Licensee must satisfy itself that all the necessary rights, consents, or permissions regarding any of the above, as may be required for reproduction, have been obtained.

THE CONTENT IS PROVIDED “AS IS” AND LICENSOR MAKES NO REPRESENTTAION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE CONTENT OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSOR NOTDOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET LICENSEE’S REQUIREMENTS OR THAT ITS USE OR THE USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK REGARDING THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH THE LICENSEE. IN NO EVENT SHALL LICENSOR OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, AND SUCCESSORSBE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, EXEMPLARY, DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES; LOST PROFITS OR LOSS OF PROSPECTIVE COMPENSATION, GOODWILL OR LOSS THEREOF, OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE CONTENT, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS, OR LOSSES.

LICENSOR’S ENTIRE LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIMS ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE CONTENT, OR OUT OF LICENSEE’S ACTIONS IN DOWNLOADING THE CONTENT, (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE REPLACEMENT OF THE CONTENT. ALL CLAIMS MUST BE BROUGHT WITHIN TWELVE (12) MONTHS OF THE DATE THAT LICENSEE DISCOVERED THE CLAIM, OR SHALL BE WAIVED.

THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE CONTENT AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE CONTENT IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.

YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.

Section 11: Indemnity
Licensee agrees to defend, indemnify, and hold Licensor and its parent, subsidiaries, affiliates, and image providers and their respective officers, directors, and employees harmless from all claims, damages, liabilities, cost, and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of (i) Licensee’s failure to abide by any restriction regarding the use of a Content; (ii) claims by third parties relating to Licensee's use of any Content outside the scope of this Agreement or Invoice; or (iii) any other breach by Licensee of this Agreement or Invoice.

Section 12: Unauthorized Use and Retroactive License Fee
Unauthorized use of Content is any use of Content not expressly authorized by this Agreement, including but not limited to the use of a Rights-Managed image for any use other than what is indicated on the invoice, and the use of Content by more than ten (10) designated individuals without the purchase of additional seat licenses. Unauthorized use of Content constitutes copyright infringement and shall entitle Licensor to exercise all rights and remedies available to it under copyright and other laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. Licensor reserves the right to charge and Licensee hereby agrees to pay ten (10) times the standard license fee for any unauthorized use of the Content. The foregoing is in addition to and without prejudice to Licensor’s other rights or remedies under this Agreement.

Section 13: Miscellaneous
Jurisdiction and Attorneys’ Fees. This Agreement will be governed and construed in all respects by the laws of the State of Florida, U.S.A., without reference to its laws relating to conflicts of law. Any dispute, controversy, or claim between the parties arising out of or related to this Agreement shall be settled before the Circuit Court of Collier County, Florida, U.S.A., which shall be the only proper venue for any dispute, controversy, or claim arising hereunder, and each party hereby consents to the exclusive jurisdiction to such court to hear all disputes, controversies, and claims, and consent to service of process by registered mail or overnight courier with proof of delivery. To the extent that it would otherwise apply, the United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If Licensor is obligated to go to court to enforce any of its rights, Licensee agrees to reimburse Licensor for its legal fees and disbursements if Licensor is successful. The parties agree that this Agreement has been and shall be written in the English language.

Assignment. Licensor may assign or transfer this Agreement. Licensee may not assign or transfer to anyone else the rights granted to Licensee in this Agreement without the prior written consent of Licensor.

Severability. 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 reformed only to the extent to make it enforceable.

Waiver. No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion, and it will not be construed as a waiver of any other right or provision.

Entire Agreement. You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. This Agreement and the Invoice contains all the terms of the agreement between Licensor and Licensee concerning the use of the Content and no term or conditions may be added or deleted unless made in writing and signed by Licensor. Licensor shall have the right to modify the terms of this Agreement at any time, and such modifications will be deemed effective when posted on Licensor’s website. Licensee agrees to be bound by such modifications; however, if such modifications are not acceptable to Licensee, Licensee may terminate this Agreement in accordance with Section 7 “Termination and Revocation”. 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.

Revision date: September 18, 2012

 
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