This agreement (this "Agreement") shall be binding upon Best Image Stock LLC ("Best Image Stock") and any buyer (the "Non-Exclusive Buyer ") who ordered a photograph, illustration, image or other pictorial or graphic work (the "Work") and Website Template, Web Page Design, Poster etc. ("Product") from the Bestimagestock.com website. The Non-Exclusive Buyer 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 Buyer orderings.
1. No Sale
The Non-Exclusive Buyer acknowledges and agrees that this Agreement does not effectuate any sale of the Work or Product. Except for the rights specifically sublicensed under this Agreement, the Non-Exclusive Buyer shall not have any right, title or interest in or to, and in any event shall have no ownership of, the Work or Product, including any copyright and other intellectual property rights.
Subject to the terms and conditions of this Agreement, Best Image Stock hereby grants to the Non-Exclusive Buyer a non-exclusive, perpetual, worldwide, non-transferable sublicense to use, reproduce or display the Work or Product 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 Buyer shall have no right to sell or otherwise distribute the Work or Product or any reproductions thereof to any third parties, whether alone or incorporated or together with or onto any item of merchandise or other Work or Product of authorship, in any media or format now or hereafter known.
Notwithstanding anything to the contrary contained in this Agreement, and without limitation to any aforementioned restrictions, the Non-Exclusive Buyer acknowledges, agrees and warrants that he or she shall not:
(a) sublicense, sell, assign, convey or transfer any of it's rights under this agreement. Sell, license or distribute the Work or Product or any modified Work or Product as stand-alone files or as part of an online database or any other database, or any derivative product containing the Work or Product 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 or Product with any other person or entity except as expressly permitted under this Agreement;
(c) post the Work or Product online in downloadable format, post the Work or Product on an electronic bulletin board, or enable the Work or Product to be distributed via mobile telephone devices. Include the Work or Product 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 or Product on more than one computer at the same time, except that the Non-Exclusive Buyer 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 or Product in connection with design template applications intended for resale;
(f) use, reproduce, distribute or display the Work or Product in connection with any goods or services intended for resale or distribution which primary value lies in the Work or Product 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 or Product (including, without limitation, by itself or in combination with any other Work or Product 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 or Product in its original form, it being understood that the Non-Exclusive Buyer shall reproduce any and all such notices in any backup copy of the file comprising the Work or Product that the Buyer makes;
(i) incorporate the Work or Product into a trademark or service mark;
(j) take any action in connection with the Work or Product that violates any law, regulation or statute in an applicable jurisdiction;
(k) take any action in connection with the Work or Product 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 or Product and the rights of any person who, or any person whose property, appears in the Work or Product; or
(l) take any action in connection with the Work or Product that would reasonably imply that the creator of the Work or Product, or the persons or property appearing in the Work or Product (if any), endorse any political, economic or other opinion-based movements or parties.
(m) use the Work or Product 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. Ownership and Retention of Rights
The Non-Exclusive Buyer acknowledges and agrees that Best Image Stock and/or its licensor retains all rights, title and interest in and to the Work or Product (except for the rights granted pursuant to this Agreement), and that neither title nor any ownership interest in or to the Work or Product is transferred to the Non-Exclusive Buyer by virtue of this Agreement.
The Non-Exclusive Buyer agrees to indemnify, defend and hold harmless Best Image Stock 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 Buyer's breach of any of his or her representations, warranties or obligations under this Agreement, and from any and all uses of the Work or Product, 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. Best Image Stock 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 Buyer with counsel of its own choosing. The Non-Exclusive Buyer shall fully cooperate with Best Image Stock in the defense of any such claim, action or matter. You understand that Materials are copyrighted and owned by Best Image Stock, and any unauthorized use of any of these Materials by you may be an infringement upon said copyright. Similarly, In the event that any material or materials are used without licence, Best Image Stock has the right to demand 20 fold of the price of product used without licence, every kind of attorney fees, legal costs, investigation costs and possible compensation fees from the unlicensed user.
6. Limitations and Disclaimer
The Non-Exclusive Buyer agrees that neither Best Image Stock nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than the Buyer), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use or non-use of the Work or Product, even if such parties have been advised, or advised of the possibility, of such damages.
The Non-Exclusive Buyer acknowledges that Best Image Stock generally does not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Works or Products. The procuring of such releases is the responsibility of the Non-Exclusive Buyer.
The Non-Exclusive Buyer acknowledges that Best Image Stock 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 or Products. 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 Buyer.
THE WORK OR PRODUCT 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.
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, 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 Oregon, and the Non-Exclusive Buyer and Best Image Stock 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 Best Image Stock and the Non-Exclusive Buyer 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 Buyer 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 Best Image Stock to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Best Image Stock 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.
Best Image Stock shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. The Non-Exclusive Buyer shall have no right to assign any of his or her rights or obligations under 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 .