Royalty Free Content License

ATTENTION: THIS IS A LICENSE, NOT A SALE.  THIS PRODUCT IS PROVIDED UNDER THE FOLLOWING LICENSE AGREEMENT AND ALL APPLICABLE ADDENDA (“LICENSE”), WHICH DEFINE WHAT YOU MAY DO WITH THE PRODUCT AND CONTAIN LIMITATIONS ON WARRANTIES AND/OR REMEDIES.  THIS LICENSE IS GRANTED BY GENSTOCKPHOTO.  THIS LICENSE INCLUDES THE FOLLOWING:

1. Term:

This License shall remain in effect only for so long as you are in compliance with the terms and conditions of this agreement. This License will terminate if you fail to comply with any of its terms or conditions.  You agree, upon termination, to destroy all copies of the Product.  The Limitations of Warranties and Liability set out below shall continue in force even after any termination.

2. Warranty and Limitation of Liability.

2.1       GenStockPhoto warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the Licensed Material is sold as is and will be free from defects in material and workmanship for 30 days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material).

2.2       GenStockPhoto makes no other warranties, express or implied, regarding the licensed material, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. GenStockPhoto.com shall not be liable to Licensee or any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of Licensee’s use of the licensed material or otherwise, even if GenStockPhoto has been advised of the possibility of such damages, costs or losses. GenStockPhoto’s maximum liability arising out of or in connection with Licensee’s use of or inability to use the licensed material (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to the value of five times the value paid by the Licensee for the licensed material.

2.3       The representations and warranties made by GenStockPhoto in this agreement apply only to the licensed material as delivered by GenStockPhoto and will be invalid if the licensed material is used by Licensee in any manner not specifically authorized in this agreement or if Licensee is otherwise in breach of this agreement.

2.4       Caption information and release availability are identified to the best of our ability, but we give no warranties with respect to the accuracy of captions or the existence of a model release or property release. The Licensee is solely responsible for the accuracy of caption information and determining whether usage of Licensed Material requires the consent of any other party or the license of any additional rights. If required for publication, the Licensee should contact us to obtain copies of releases and clearances that are available.

3. Indemnification.

3.1       Provided that the Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, GenStockPhoto shall defend, indemnify and hold Licensee harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney’s fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that GenStockPhoto is in breach of its warranties given in section C above. The foregoing states GenStockPhoto’s entire indemnification obligation under this agreement and Licensee’s sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in section 5 above.

3.2       Licensee shall defend, indemnify and hold GenStockPhoto and its legal agents and representatives harmless from all damages (except punitive damages), liabilities and expenses (including reasonable attorneys’ fees and permitted and authorized costs), arising out of or as a result of claims by third parties relating to Licensee’s use of any Licensed Material outside the scope of this Agreement or any other breach by Licensee of this Agreement.

3.3       The party seeking indemnification pursuant to this section 3 shall promptly notify the other party of such claim. At indemnifying party’s option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

4. Termination and Revocation.

4.1       The license contained in this Agreement will terminate automatically without notice from GenStockPhoto if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; (ii) destroy or, upon the request of GenStockPhoto, return the Licensed Material to GenStockPhoto; and (iii) delete or remove the Licensed Material from Licensee’s premises, computer systems and storage (electronic or physical).

4.2       GenStockPhoto reserves the right to revoke the license to use the Licensed Material for good cause and elect to replace such Licensed Material with alternative Licensed Material. Upon notice of any revocation of a license for any particular Licensed Material, Licensee shall immediately cease using such Licensed Material and shall where possible ensure that its clients and customers do likewise.

5. U.S. Government Rights

With respect to any acquisition of the Product by or for any unit or agency of the United States Government (the “Government”), the Product shall be classified as “commercial computer software”, as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the “FAR”) and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the “DFARS”).  The Product was developed entirely at private expense, and no part of the Product was first produced in the performance of a Government contract.  If the Product is supplied for use by DoD, the Product is delivered subject to the terms of this License and either (i) in accordance with

6. GENERAL:

This License is the entire agreement between us, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement. This License shall be governed by and construed in accordance with the laws of the State Of California in the County of Ventura and United States Federal Law.This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You hereby consent and attorn to the jurisdiction of the courts of such juristiction.  GenStockPhoto may assign this License at any time.  If any provision of this License is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License and the other provisions shall remain in full force and effect.

7. Usage Guidelines

This product contains numerous images (collectively referred to as the “Images” “materials”, or “media”) which are either owned by GenStockPhoto or licensed from a third party.  As a user of this product, you are free to use, modify and publish the Images as you wish subject to the restrictions set out below.  Since we are not in a position to offer guidance on each individual use of our digital content, please feel free to consult independent legal resources in cases where you are uncertain about intended usage.  Supplementary rights may need to be acquired in some cases such as commercial reproduction or products (virtual or physical) are to be sold using the licensed images.

A. YOU MAY, subject to any restrictions set out below in part A or part B of the image usage guidelines.

1. On websites & social media

1.1 As part of your website design for personal or commercial use for a single website design. (For Creating Web Templates For Sale See Our Theme Developer License)

1.2 As part of your content, slideshows, product catalogs or blog content

1.3 On social media to represent content on your website or blog

1.4 To create online advertising campaigns

1.5 To create derivative works and graphics

You may not, however, resell, sub-license or otherwise make available the Image(s) for use or distribution separately or detached from a product or Web page. For example, the Image(s) may be used as part of a Web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by others.  Similarly, clients may be provided with copies of the Image(s) (including digital files) as an integral part of a work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately or as part of any other product;

2. For Printing

In print media, digital media, product packaging and software including magazines, newspapers, books (including print-on-demand books), e-books, advertising collateral, letterhead, business cards, product labels, CD and DVD cover art, applications (including mobile “apps”), and opt-in e-mail marketing, provided that no Image is reproduced more than  350,000 times in the aggregate, and that the Images cannot be readily unincorporated from such digital media or software, for retail or re-sale please see our rights managed licenses for sale and reproduction usage.

3. Video & Television Broadcast

Licensed images and animated media may be used for streaming media, public display, presentations, advertising campaigns, motion pictures, and video provided that the intended maximum views does not exceed 350,000 in the aggregate. For use that exceeds the maximum number of views see our (Multimedia License Agreement).

4. Personal Non Commercial Use

Licensed images or media may be used for personal, non commercial use such as computer wallpapers, personal website, or any derivative works not for resale, download or distribution.

5. Public Display

Licensed images or media may be used for public display provided that the licensed materials do not violate any section of part B in this section of the license agreement.

6. Backup & Archives

You make one (1) copy of the Image(s) for backup or archival purposes.

7. Transfer of Media

You may make a one time transfer of images or media to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Images subject to the terms and conditions herein. In addition, the work you produce with the Image must be used for yourself, your direct employer, client, or customer, who must be the end user of your work. In addition you agree that your contractors will be aware that this is licensed content that shall not be reproduced or transferred to a third party without obtaining expressed written consent from GenStockPhoto.

B.  YOU MAY NOT

1. create scandalous, obscene, defamatory or immoral works using the Image(s), nor use the Image(s) for any other purpose which is prohibited by law;

2. use or permit the use of the Image(s) or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the Image(s) or any part thereof;

3. use the Image(s) in electronic format, online or in multimedia applications unless the Image(s) are incorporated for viewing purposes only and no permission is given to download and/or save the Image(s) for any reason;

4. rent, lease, sublicense or lend the Image(s), or a copy thereof, to another person or legal entity.  You may, however, transfer your license to use the Image(s) to another person or legal entity, provided that (i) you transfer the Image(s) and this License, including all copies (except copies incorporated into your work product as permitted under this License), to such person or entity, (ii) that you retain no copies, including copies stored on a computer or other storage device, and (iii) the receiving party agrees to be bound by the terms and conditions of this License;

5. use any Image(s) except as expressly permitted by this License;

6. use the Image(s) related to identifiable individuals, products or entities for any commercial purpose or in a manner which suggests their association with or endorsement of any product or service.

7. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF GENSTOCKPHOTO AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND GENSTOCKPHOTO, WHICH SUPERCEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND GENSTOCKPHOTO  RELATING TO THE SUBJECT OF THIS AGREEMENT.

8. Arbitration

Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Ventura County California , and shall be conducted in the English language.

9. Contact Information

If you have concerns relating to this Agreement, please contact GenStockPhoto at 805-620-0742 or at webmaster@genstockphoto.com

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