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.
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.
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.
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.
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 firstname.lastname@example.org.
This Agreement is between Pixmac and customers who use or download content from www.Pixmac.com (the site). By using the site you agree to be bound by this Agreement. The customer is required to read, understand and sign this Agreement prior to using any content from the site. If the customer has any questions he or she should contact us at email@example.com prior to signing the Agreement.
Pixmac reserves the right to change this Agreement at any time without further notice. We reserve the right to update and/or change our pricing structure as needed. This Agreement applies to you and, if you are using this web site on your client's or employer’s behalf, to you and your clients or you and your employer.
This site is owned and operated by Pixmac. All rights not specifically granted under this Agreement are reserved to Pixmac. Pixmac may restrict or remove your access to this site at any time and restrict or remove any content without prior notification. You agree to immediately discontinue all use of a specified content upon notification from Pixmac.
You are solely responsible for determining whether your use of any content 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 or its members. If you are unsure whether additional third-party rights are needed for your use, you are responsible for consulting with competent rights management professionals or legal counselors.
Pixmac takes reasonable efforts to provide accurate information on the site, but cannot take responsibility for any mistakes, inaccuracies or typographical errors on the site. It is the contributor’s sole responsibility, as the copyright holder, not to upload content that infringes copyright or trademarks. Despite our best efforts to identify any such content, Pixmac does not hold any responsibility for any infringements. Please notify us if you discover any such material.
To obtain access to our content as well as upload any content, you have to apply for an account and you agree to provide complete, true and accurate information. Pixmac reserves sole discretion over whether to grant you an account.
You agree to take reasonable steps to prevent others from obtaining your access information and to notify Pixmac of any unauthorized access or need to update or remove access for any of your employees or agents.
After acquiring a credits package or subscription, you can download content and license it. These licenses are awarded to the account owner (person or organization). This is a one-person license and can be used only by the account owner or his employee, for the company's own projects or clients and cannot be transmitted to another party.
You may modify the content in any way required for reproduction, or include them in your own personal creations. Buying content does not transfer the copyright. You may not claim that the content is your own. You may not sell, license for use, or in any way distribute the content for reuse, except if you obtain an extended license.
§4.1 Creative Royalty Free License:
Royalty Free (RF): The content 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 content appears does not contradict any of the restrictions below. The list is not exhaustive.
EXTENDED LICENSE (RF only):
Redistribution requires an extended license. 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 content in an essential manner, intended to be sold, are considered redistribution. It is forbidden to make the content available on a website for download (for example as wallpapers), although you may use the content in a concept on a website. We recommend that you credit the agency and the photographer when you use content. Ex: Photographer / Pixmac.com.
Use Without limitation, content may not be 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 is regarded as copyright infringement and entitles Pixmac to exercise all rights and remedies under applicable copyright law, including restrictions preventing further use and financial compensation against all users and beneficiaries of the use of such content.
You agree to indemnify, defend, and hold Pixmac and its affiliates, harmless from all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to a breach of this Agreement, the use of this site and the use of any content.
You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you.
We use 3D-secure for all our credit card transactions.
Pixmac and the customer agree and commit themselves to follow the code of business conduct.
Any dispute should first be attempted solved between the parties involved, if unsuccessful, the legal venue will be Court.
I affirm that I have full legal capacity to sign this Agreement.
By ticking the correct box at the end of this Agreement you admit to have read, understood and accepted the terms.
THIS DOCUMENT STATES THE TERMS AND CONDITIONS UPON WHICH PIXMAC WILL PROVIDE ITS SERVICES AND LICENSE CERTAIN MATERIALS TO YOU.
THIS DOCUMENT CONSTITUTES A CONTRACTUAL AGREEMENT BETWEEN YOU AND DEPOSITPHOTOS. PLEASE READ THIS DOCUMENT CAREFULLY.
If you have any questions regarding the terms of this Agreement, please send e-mail to: firstname.lastname@example.org
If you do not agree to these Agreement terms, please do not access the Website (as later defined) or use the Services (as later defined). These Agreement terms govern your use of the Website and Services, and your responsibilities as a User.
By your use of this Website and/or the Services, you agree to be bound by and comply with these Agreement terms. Pixmac reserves the right to amend these Agreement terms from time to time and at any time by posting such amendments on the Website, and your continued use of the Website and the Services following posting of any such amendment constitutes your acceptance of such amendment, regardless of whether you actually have read any such amendment. We recommend that you periodically check this Website for changes.
As used herein, the term "User" refers to you, any entity you represent, and your successors, and permitted assigns. Pixmac and User may be referred to herein as the “Parties” and each, a “Party”.
WHEREAS, Pixmac operates a website that enables users to post their images to this website and enables other users to license said images;
WHEREAS, User desires to secure certain licensing rights for certain photographs located on the Pixmac website.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the foregoing recitals, as well as the mutual covenants and agreements set forth below, the Parties hereby agree as follows:
For purposes of this Agreement, the following terms shall have the respective meanings set forth below:
Website means the www.Pixmac.com website, and any other website through which Pixmac offers the Services (as hereinafter defined).
Image means any kind of illustration, photography or other image presented in electronic form that may be accompanied by associated material, which has been placed in the Website archive and can be normally accessed from there.
Permitted Derivative Work means a work of authorship comprising an Image which has been sufficiently modified, resulting in an individual original work that gives the author the right to ownership and copyright protection in accordance with the law of the United States of America, providing that said work of authorship shall not be deposited by the User on any image data bank (including the Pixmac Website).
Services means the service provided by Pixmac that enables users to post their images to a website and enables other users to license said images, and all other activities ancillary thereto (including without limitation the facilitation of communication and transactions between image and copyright owners and users).
Fees means license fees set forth herein.
User means the entity set forth in the first paragraph of this Agreement.
Contributor means the owner of the Images and/or copyrights thereto, who contributes an Image to the Pixmac’s Image library.
Confidential Information means certain information, concepts, data and know-how, whether orally, visually or in electronic or tangible form or otherwise, relating to the Services, the business and prospective business of Pixmac, and to Pixmac’s existing or potential products, processes and services, including without limitation, User lists, Image lists, Contributor lists, trade secrets, inventions, technology, designs, methods, know-how, show-how, systems, software programs, works of authorship, financial records and information including pricing methods, customer lists and information, plans, proposals, projections, and marketing plans and strategies.
Subject to the terms and conditions contained herein, Pixmac grants to User, and User accepts, a non-exclusive, nontransferable right and sub-license to use those Images for which User has paid an applicable fee, all in accordance with Standard or Extended license terms (as may be amended by Pixmac from time to time).
User may create and use a Permitted Derivative Work, but only in accordance with the terms and limitations set forth herein. User agrees not to deposit any Image or Permitted Derivative Work on any image data bank or similar database (including on the Pixmac Website).
User assumes sole responsibility for the use of an Image or Permitted Derivative Work. User specifically agrees not to use an Image or a Permitted Derivative Work, except as explicitly permitted herein.
User acknowledges and agrees that each Image and its copyrights are the property of the Contributor of said Image, and not the property of User. Contributors retain all rights, title and interest in the Images and User shall not take any action inconsistent with such title and ownership.
Except for the specific rights granted by this Agreement, User shall not use or disclose any Confidential Information without the written consent of Pixmac. User shall use the highest commercially reasonable degree of care to protect the Confidential Information, including ensuring that its employees or consultants with access to such Confidential Information have agreed in writing not to disclose the Confidential Information. User shall bear the responsibility for any breaches of confidentiality by its employees and consultants. Within fifteen (15) days after request by Pixmac, User shall either return to Pixmac all originals and copies of any Confidential Information and all information, records and materials developed therefrom by User, or destroy the same. User may only disclose the general nature, but not the specific financial terms, of this Agreement without the prior written consent of Pixmac. Nothing herein shall prevent User from disclosing all or part of the Confidential Information as necessary pursuant to the lawful requirement of a governmental agency or when disclosure is required by operation of law; provided that prior to any such disclosure, User shall use reasonable efforts to
- promptly notify Pixmac in writing of such requirement to disclose, and
- cooperate fully with Pixmac in protecting against any such disclosure or obtaining a protective order.
Money damages will not be an adequate remedy if this Section 4 or Sections 2 or 3 are breached and, therefore, Pixmac shall, in addition to any other legal or equitable remedies, be entitled to an injunction or similar equitable relief against such breach or threatened breach without the necessity of posting any bond.
User shall pay all Fees, in accordance with the terms set at the Price page.
If the User disregards Section 2 of this Agreement as it pertains to limited quantities of reproductions without obtaining an Extended License, User must notify Pixmac in writing that User has exceeded the number of permitted reproductions. User must send said notice to Pixmac within ten (10) days of exceeding said limitation. The notice must contain data on quantity of the reproductions made by the User per month over the permitted quantity. User agrees that in the event User exceeds the number of permitted reproductions, User shall pay a compensatory bill, which will be calculated by Pixmac based on the excess and the use by User.
Pixmac shall have the right upon reasonable advance written notice, to have an independent auditor verify User's compliance with this Agreement. User shall make all applicable books and records available for such inspection during normal business hours at User's principal place of business. Any such audit shall be at the expense of Pixmac, unless such audit discloses an underpayment by the User for the audited period in excess of five percent (5%), in which case User shall reimburse Pixmac for such expenses. If the audit discloses any underpayment by User, User shall promptly make payment to Pixmac of such underpayment, together with interest.
This Agreement shall commence upon the date hereof, and may only be terminated as provided herein. This Agreement may be terminated:
- by User, upon notice to Pixmac;
- by Pixmac immediately upon User’s breach of Sections 2, 3 or 4, or
- by either party, in the event the other party materially breaches a provision of this Agreement and the breaching party fails to cure such breach within thirty (30) days of the receipt of notice of such breach from the non-breaching party.
If User terminates this Agreement pursuant to Section 7(a) or if Pixmac terminates this Agreement pursuant to Section 7(2) or (3), then User shall pay all amounts due hereunder. Upon termination of this Agreement for any reason, all rights, obligations and licenses of the parties hereunder shall cease, except as follows:
- User's liability for any charges, payments or expenses due to Pixmac that accrued prior to the termination date shall not be extinguished by termination, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the termination date;
- User shall have no further right to use the Images and immediately after the termination or expiration date hereof, the User shall destroy all originals and copies of the Images and Confidential Information in the possession or under the control of User, and User shall certify in writing to Pixmac within ten (10) days following termination that it has complied with this Section 7(2) and the provisions of Sections 3 (Proprietary Rights), 4 (Confidential Information), 8 (Disclaimer of Warranty), 9 (Indemnification), 10 (Limitation of Liability), 11 (Compliance with Laws), 12 (General Provisions) and this Section 7 shall survive any termination for any reason or expiration of this Agreement.
Pixmac reserves the right, at its sole discretion, to cancel or change any license granted to User hereunder, or replace any Image with similar/alternative image. If such replacement is made after sending a notification to the last provided e-mail address, the license to the Image that is replaced (including products not yet manufactured) shall be cancelled automatically. A renewed license is applied to the replacement Image(s). User agrees to discontinue the use of the replaced Image(s) and any Permitted Derived Works and also perform all actions necessary for cessation and termination of its use.
THE IMAGES, WEBSITE AND SERVICES ARE NOT ERROR-FREE AND ARE BEING PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PIXMAC HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE IMAGES, WEBSITE AND SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE.
User agrees to indemnify and hold Pixmac, its officers, employees, shareholders, directors, managers, members, and suppliers, harmless against any damages or liability of any kind arising from any use of an Image or Permitted Derrivative Work by User or by any other party that received a copy of the Image or Permitted Derrivative Work from User. User further agrees to indemnify Pixmac for all costs and expenses that Pixmac incurs in enforcing the terms of this Agreement.
PIXMAC'S LIABILITY FOR DAMAGES TO USER OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED THE AGGREGATE FEES PAID BY USER TO PIXMAC FOR THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. PIXMAC SHALL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, PROFITS OR USE OF THE IMAGES, WEBSITE OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE IMAGES, WEBSITE OR SERVICES WITHOUT REGARD TO WHETHER DEPOSITPHOTOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
User is only being granted the rights to use the Images and shall not infringe the Images’ copyrights, export or re-export, directly or indirectly (including via remote access) the Images or other information or materials provided by Pixmac hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. It shall be User's responsibility to comply with the latest United States export regulations, and User shall defend and indemnify Pixmac from and against any damages, fines, penalties, assessments, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising out of any claim that Images, or other information or materials provided by Pixmac hereunder were exported or otherwise accessed, shipped or transported in violation of applicable laws and regulations. User shall comply with all laws, legislation, rules, regulations, and governmental requirements with respect to the Software, and the performance by User of its obligations hereunder, of any jurisdiction in or from which User directly or indirectly causes the Software to be used or accessed. In the event that this Agreement is required to be registered with any governmental authority, User shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.
12.1 Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance shall be extended for the period of delay or inability to perform due to such occurrence.
12.2 Waiver. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
12.3 No Agency; Independent Contractors. Nothing contained in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
12.4 Governing Law; Jurisdiction & Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Exclusive jurisdiction and venue for any litigation arising under this Agreement is in the federal and state courts located in Miami, Florida, USA and both parties hereby consent to such jurisdiction and venue for this purpose. The invalidity or unenforceability of any provision of this Agreement shall not affect the remaining portions hereof.
12.5 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof. No waiver, consent, modification or change of terms of this Agreement shall bind Pixmac unless in writing signed by Pixmac, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. Terms set forth in any purchase order of User (or other similar document) that are in addition to or at variance with the terms of this Agreement are specifically waived by User. All such terms are considered by Pixmac to be proposed material alterations of this license and are rejected. User's purchase order is only effective as User's unqualified commitment to pay for a license to the Pixmac Images upon the terms (and only the terms) set forth herein. Pixmac may amend this Agreement from time to time, by notifying User of the amendment in writing (e-mail shall constitute a writing for the purposes of this sentence).
When concluding an individual agreement with a wet stamp on image purchasing with a customer, Pixmac Inc. company has the right to change the list of permitted and forbidden ways of image usage. All such changes are described and fixed in the customer agreement particularly and separately, however no changes in the common rules at the site are made.
12.6 Costs, Expenses and Attorneys' Fees. User shall reimburse Pixmac for all reasonable costs (including attorneys' fees) incurred by Pixmac in collecting late payments from User. If Pixmac commences any action or proceeding against the User to enforce or interpret this Agreement, Pixmac shall be entitled to recover from the User the actual costs, expenses and attorneys' fees (including all related costs and expenses), incurred by Pixmac in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
12.7 Assignment. This Agreement and the rights and obligations hereunder, may not be assigned, in whole or in part by User, without the prior written consent of Pixmac and any unauthorized assignment or transfer shall be void. Pixmac shall have the right to assign this Agreement to a successor to the whole or the Service-related portion of Pixmac’s business. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto.
12.8 Notices. Any notice or communication from one party to the other shall be in writing and either personally delivered or sent via facsimile or certified mail, postage prepaid and return receipt requested, addressed to such other party at the address specified below or at such other address as such party may from time to time designate in a notice to the other party. All notices shall be in English and shall be effective upon receipt
12.9 In English. The parties confirm that this Agreement and all related documentation are and will be drafted in English The provision of this Agreement or any notice to User in any language other than English is for convenience only. In the event of any discrepancy between this English version and any other version, the English version shall control.
12.10 Captions and Headings. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
12.11 ACKNOWLEDGEMENT. IN ACCEPTING THIS AGREEMENT, THE USER ACKNOWLEDGES THAT USER HAS READ AND UNDERSTAND THIS AGREEMENT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF DEPOSITPHOTOS.COM AGREEING TO PROVIDE THE IMAGES, USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
A Buyer can choose and apply the Standard or Extended License during content downloading from the site. Articles and provisions of the Extended License are different depending on certain content and by (not) obtaining permission of the content Supplier on their use. If a Buyer does not choose an Extended License for the content, or the Extended Licensing option has not been approved by the Supplier, the Buyer agrees with the provisions of the Standard License automatically.
Subject to the limitations and restrictions set forth herein, a Standard license gives User the right to use an Image or to create and use a Permitted Derivative Work, all for a single application only, and only for the following purposes:
- prints, posters and other reproductions for personal use, advertising and promotional applications, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (providing they are not for resale, license or other distribution);
- print media applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical displays;
- on–line or electronic publications, including web pages (but only when the pixel density for such Image is limited to 1024 x 768); and
- any other uses approved in writing by Pixmac.
The Standard license does not permit User to use an Image in connection with any manufacture, sale or distribution of goods (such as, without limitation, printing an Image on a cap, photo calendar, clothes embroidery, etc.), unless such manufacture is specifically for one-time, personal, non-commercial use. If the User intends to use an Image in more than one application, a separate license is required for each such application.
Pursuant to the Standard license, User may store an Image only in one location and transfer it to others only for reproduction purposes permitted by under the Standard License. The Image may not be made available to multiple users simultaneously (for instance, by storing it on a network). If User requires the Image to be in more than one location or accessible by more than one person, User must download the Image from the Website for each such use or obtain an Extended License for a multi-seat license for Image. Subject to all other limitations set forth herein, User may make one (1) copy of the Image for back-up purposes.
The Standard license gives User the right to various pixel densities of an Image, depending on the Fee paid by User for the Standard license, as set forth on the Website.
User may not make more than 499,999 copies of any Image pursuant to the Standard license.
User agrees to display a copyright notice on or immediately next to each Image licensed pursuant to a Standard license that is reproduced in mass media (such as printed magazines and templates), such notice to contain the following text “Image licensed by Pixmac.com/[name of Contributor]”
User may license an Image under one of five different Extended license types offered by Pixmac, by paying an applicable fee associated with a particular license type. These license types are referenced as EL1, EL2, EL3, EL4, and EL5 (EL licenses are referenced herein as “Extended License”) with EL1 being the narrowest, and EL5 being the broadest.
IF USER HAS ANY DOUBT AS TO WHETHER A PROPOSED USE IS PERMITTED UNDER ANY OF THE LICENSE TERMS SET FORTH HEREIN, PLEASE CONTACT PIXMAC FOR CLARIFICATION BEFORE USING THE IMAGE.
FOR THE PURPOSES OF THIS LICENSE TERMS, UNLESS NOTED OTHERWISE, THE TERM “IMAGE” SHALL ALSO INCLUDE “PERMITTED DERIVATIVE WORK”.
Each level of EL licenses includes the license terms of all preceding EL licenses and the Standard license terms. The license types are summarized below:
|Items for Resale (limited run)|
|Electronic Items for Resale (unlimited run)|
|Items for Resale (unlimited run)|
The EL1 license includes the Standard license terms. The EL2 license includes the Standard and EL1 license terms. The EL3 license includes the Standard, EL1 and EL2 license terms. The EL4 license includes the Standard, EL1, EL2 and EL3 license terms. The EL5 license includes the Standard, EL1, EL2, EL3, and EL4 license terms.
By purchasing an EL license, User receives the right to use an Image of the highest pixel density available to Pixmac, except as explicitly restricted herein.
The EL1 license allows the User to distribute an Image to persons within User’s organization, in which case all such persons must be either (a) User's employees or (b) authorized independent contractors who consent in writing to the provisions of this Agreement. In all cases, User remains liable for the actions or breaches of this Agreement by all individuals to whom User provides an Image.
Subject to the other limitations of the Standard license, the EL1 license allows the User to share an Image with other persons.
The EL2 license allows User to make an unlimited number of Image copies for printed use.
The EL3 license allows User to use an Image in connection with the manufacture, sale and distribute the following goods (all in connection with a single application):
- Up to 100,000 pieces of stationery products, business cards, stickers, other paper products with use of the purchased image;
- Up to 10,000 calendars, mugs, posters, mouse pads;
- Up to 2,000 pieces of apparel, toys, entertainment items (such as playing cards), artworks (framed/mounted prints).
Note: when exercising more than one of the aforementioned methods of distribution or in connection with more than one application, the User must obtain the Extended License for each such use.
The right to the manufacture of the above-referenced goods does not give the right to intellectual property of the Image either to the User or to the goods recipient.
The EL4 license allows User unlimited reproduction and resale an Image within electronic material, such as electronic postcard templates, web templates, booklet templates, PowerPoint templates, e-mail templates, etc.
The EL5 license allows User unlimited reproduction of the goods described in EL3 above.
By way of an example, in order to use an Image as an illustration with a run of less than 500,000 units (the first application) and for creation of an ad with a run of less than 500,000 units (the second application), two separate Standard licenses are required. However, if the illustration unit print number exceeds 500,000, then one Standard license (for the ad) and one Extended license (for the illustration) are required.