Rights Managed End User License Agreement (EULA)
THIS END USER LICENSE AGREEMENT (EULA) is made by and between Cyber Sea, Inc. ("Licensee") doing business as HighImpactStockPhotography.com and purchaser of a license ("Customer").
"Content" - Stock photography ("images") provided to Customer by Licensee.
"Content Metadata" - Information attached to Content, including camera information, locations, creation dates, captions and keywords.
"Customer" - The individual person or company who paid licensee fees for Content.
"Model" - Any recognizable person in the Content, regardless of if they were a professional model or not.
"Photographer" - The individual or company who owns the copyright on a specific licensed image.
"Usage Authorization" - Authorization by Licensee for use of Content for a specified purpose when required by the licensing agreement.
"Download Access Time" - The period of time in which the Content shall be made available to Customer for downloading under the licensing Agreement.
In consideration of the mutual covenants set forth in this Agreement, Customer and Licensee hereby agree as follows:
Licensee agrees to render Services to Customer as follows:
(a) Access to download licensed Content for a period of 7 days (one week) from purchase. Customer shall be responsible for making any backup copy of any downloaded Content. Licensee is not responsible for providing future access to downloads of licensed Content after the download access time has expired.
(b) Grant of license to use Content as outlined in this Agreement for which license fee has been paid in full by Customer.
2. Access Rights.
Customer has temporary access rights to download Content from Licensee upon payment of license fees. Customer may not allow any third party or parties, whether through intent or by accident, to use access rights to Content at any time. Information transmitted to Customer by Licensee, such as download information, locations, URLs or login ids and passwords shall not be disclosed, posted, shared, or otherwise made available to the public in any format.
3. Ownership Rights.
Licensee and/or original photographers shall retain all copyrights to Content provided Customer including copyrights to derivative works. Licensee has the rights to issue licensee to Content for a fee to Customer. Customer does not acquire any ownership rights to the Content or the Content after modification into a derivative work.
4. Usage Rights.
Customer is granted a non-exclusive, non-transferable license to use the Content per the terms of this Agreement.
Customer is allowed to share Content as needed to complete production of authorized usage, such as transmitting Content to separators, printers, and graphic designers working on the Customer's project. Content transmitted to authorized third parties may not be used in any other manner by third parties.
Customer is granted a single-use worldwide license for use of the Content. Content may be used one time for one specific purpose. Any additional uses require additional license fees.
This license agreement is only valid when accompanied by a Usage Authorization form describing exact details about where, how, and in what context Content will be used. If Usage Authorization is declined Customer must destroy all Content and will be refunded or credited any fees paid if the Content has not been used. Customer agrees and understands that purchasing an license does not automatically give Customer licensing rights to Rights Managed images for any purposes.
(a) Include photographer's copyright in connection with the use of the image. For example, magazines typically include the photographer's name in the edge of the image, book publishers typically include photographer's credits in the forward or appendix. Photographer's copyright statement should be displayed as “Photo by [Photographer's Name] ”, or “© [Photographer's Name] ”. Photographer's Name is listed on the web site page for the Content being licensed. If it is not possible to include photographer's copyright, a Permission Waiver must be granted by the photographer.
(b) Digital use of Content requires a URL hyperlink to the Photographer's URL in the usage credits. Photographer's URL is listed on the web site page for the Content being licensed. Examples include, but are not limited to, Content used in a web site, multimedia CD-ROM, DVD or software product.
(c) Include a statement that Content is used for illustration purposes only when using Content showing a recognizable person when such Content is used to endorse a product or service or may be unflattering to that person in any way. It is Customer’s responsibility in such cases to determine suitability of the image and consequences of use and to obtain written permission if unsure that Content should be used in such a manner.
Customer may use Content for the following purposes, which do not violate any other terms below:
(a) A design element for educational purposes. Examples include teaching materials and reports.
(b) A design element for editorial purposes. Examples include magazines, newspapers, and reviews.
(c) A design element for commercial purposes. Examples include product packaging, web site illustration, books, promotional materials, advertising, business identity, video, games, etc.
(d) Single photo print use for décor.
Customer may NOT:
(a) Violate the rights of any other party.
(b) Violate any terms of this agreement.
(c) Resell or redistribute Content as-is or in a derivative form, by itself or as part of a product where the Content’s digital files are included. Examples include, but are not limited to, stock, image galleries, templates, and photo reprints.
(d) Transfer rights or allow a third party to resell or distribute Content.
(e) Make Content available over a network, peer-to-peer service, or any similar service.
(f) Access Content or Licensee services via automated means.
(g) Use Content in any defamatory, immoral, illegal or adult materials.
(h) Use Content picturing recognizable people to imply endorsement for a product or service.
(i) Provide access codes such as download web pages and user login information to any other party. Downloads from different IP addresses from the same order will be considered downloading by other parties.
(j) Violate any laws or regulations of any country or state in which Content is used.
For all of Licensee’s Services under this Agreement, Customer shall compensate Licensee in cash, pursuant to the terms of pricing listed on HighImpactStockPhotography.com. In the event Customer fails to make any payment, Licensee has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) withhold all materials, Services, and Content, (3) bring legal action, and (4) revoke all license rights associated with the Content.
6. Termination of Agreement.
If any part of this Agreement has been violated by Customer, Licensee at its sole discretion may terminate Customer's license to access and use the Content. Customer must immediately destroy any copies of Content and forfeit any fees paid to Licensee.
7. Limited Warranty and Limitation on Damages.
Customer agrees to indemnify and hold Licensee harmless with respect to any claims, loss, lawsuit, liability, or judgment suffered by Customer which results from the use of any material provided by Licensee or execution of Service by Licensee or at the direction of Licensee, which has been used in violation of this Agreement. Content is provided as-is without any warranty on suitability for any specific purpose. Customer is fully responsible for use of Content and uses Content at Customer’s own risk. Licensee does not warrant that all Content Metadata will be completely accurate. Licensee does not make any representations for the rights to use any individual's name, likeness, or image in any Content or Content Metadata licensed for commercial use without first obtaining a Model Release (which Customer realizes may not be able to be obtained). It is Customers responsibility to retain legal council to advise on use of Content when used for commercial purposes.
8. General Provisions.
8.1 Entire Agreement.
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
8.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Exclusive jurisdiction and venue shall be in the King County, Washington Superior Court.
8.3 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Customer and Licensee and their respective successors and assigns, provided that Licensee may not assign any of Licensee's obligations under this Agreement without Customer’s prior written consent.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
8.5 Good Faith.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
Customer agrees to indemnify and hold Licensee harmless from any and all claims brought by any third party relating to any aspect of the Services, creative or other content, including, but without limitation, any claims resulting from any demands, liabilities, losses, costs, and claims, including attorney’s fees, arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via the advertising or Services. Further, Customer agrees to indemnify Licensee from responsibility for problems/disruptions caused by third-party services and contractors that Customer may use such as reproduction services, enlargements, digital processors and other services that relate to the use of Content provided by Licensee.
8.7 Limitation of Damages.
Customer agrees that the only damages available under this Agreement shall be limited to the total amount of compensation paid to Licensee and that this shall be the sole remedy to Customer for damages under this Agreement.
8.8 Attorney’s Fees.
In the event that any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.
The parties represent and warrant that, on the date of use of any Services, they are authorized to enter into this Agreement in its entirety, and duly bind their respective principals. Checking of the EULA terms checkbox on the HighImpactStockPhotography.com order form confirms Customers understanding and acceptance of this Agreement.