| Content Download Agreement (Standard License)|
This agreement ("Agreement") shall be binding Fotostockpix ("Fotostockpix") and any member (the "Exclusive Downloading Member") who downloads a photograph, illustration, image or other pictorial or graphic work (the "Work") The web page Fotostockpix.com Exclusive Downloading Member acknowledges and agree to be bound by the terms and conditions of this Agreement and that this Agreement applies to each of the works to download the Member.
1. No SaleThe Exclusive Downloading Member acknowledges and agrees that this Agreement does not constitute a sale of the Work. Except in relation to the rights specifically sublicensed under this Agreement, the Exclusive Downloading Member shall have no right or interest, and in any event shall have no ownership of, the Work, including copyright and other intellectual intellectual property.
2. SublicenseAccording to the terms and conditions of this Agreement, hereby grants the Fotostockpix Exclusive Downloading Member a non-exclusive sublicense, perpetual, worldwide, non-transferable license to use, reproduce or display the Work an unlimited number of times the authorized methods (a) personal or educational purposes and (b) in connection with the operation of a business, and in the case of (a) and (b), without any right to sell or otherwise distribute the Work or any of its views to third parties, either alone or incorporated or together with or in any article of merchandise or other work of authorship in any media or format now known or hereafter. Notwithstanding the foregoing, the Exclusive Downloading Member shall be entitled to sell or distribute the Work as incorporated only an item or merchandise or other work if the Work has been modified to the extent that is not substantially similar to the original (where the modification may be in the form of changes to the Work itself or the incorporation of the Work in other images from Fotostockpix, like a collage), provided however, that the amendment should be sufficient to qualify it as a work of original authorship. In addition, Exclusive Downloading Member shall be entitled to sell or distribute the Work only as embodied in an item or commodity, or other work of authorship, if the fundamental value of the item for sale or distributed does not lie in the Work (s) original itself. For clarity, note that reproduce the Work unmodified on mugs, shirts, posters or similar merchandise for resale is not allowed, since the fundamental value lies still in the work itself. The Work may also be distributed free of charge in promotional and advertising materials such as brochures, flyers and the like. The Exclusive Downloading Member shall have no right to grant further sublicenses. The Exclusive Downloading Member shall be entitled to transfer the files containing the work or derivative employees, the work reproduced by subcontractors, provided that such employees and subcontractors agree to abide by the restrictions of this Agreement. In the normal course of work, Exclusive Downloading Member may also convey temporary copies to third parties (such as a printer) of the Works unless it is necessary for product realization and without which no work could be completed. Third, employees and subcontractors shall have no further or additional rights to use the Work and can not access or extract it from any other file provided. The Exclusive Downloading Member may create a digital library, network configuration or similar arrangement to allow the work to be seen by its employees, partners and customers. The Exclusive Downloading Member shall pay Fotostockpix sublicense fee in accordance with the pricing and payment policies Fotostockpix standard. Notwithstanding anything to the contrary contained in this Agreement, in relation to electronic formats, reproduction, distribution or exhibition of work by Exclusive Downloading Member shall be limited to a resolution of 1000 × 1000 pixels in website uses ( Whatever the resolution of the Work available for download from the website Fotostockpix.com and limited to the resolution available for download on the website Fotostockpix.com for other electronic uses. For clarification purposes but subject to restrictions above, it specifies that this sublicense shall permit use, reproduce and display the Work in a business or commercial or circumstances or for a display in an office or other place of business, advertising and promotional material, and other similar uses.
Notwithstanding anything contained in this Agreement (including, without limitation, the restriction in subsection 3 (a) below), the Exclusive Downloading Member may use all the rights under this Agreement for itself, and also in name of one (1) of its customers. As such, the Exclusive Downloading Member may sublicense its rights and obligations to one (1) the customer, such customer shall have all rights, restrictions and obligations under the terms of this Agreement, but without the right to sublicense these rights further Additional parts. If the Exclusive Downloading Member desires to use the Work on behalf of more than one (1) client, then the Exclusive Downloading Member shall download and pay for additional licenses for the same work.
Notwithstanding the foregoing, if a work violates the terms and conditions of use Fotostockpix, Fotostockpix reserves the right to communicate to Exclusive Downloading Member cessation of any use, distribution or possession of such work, and the Exclusive Downloading Member shall comply promptly with these instructions.
3. RestrictionsNotwithstanding anything to the contrary contained in this Agreement, but not limited to the above restrictions, the Exclusive Downloading Member acknowledges, agrees and warrants that it:
(A) sell, license or distribute (i) the Work or any modified Work as separate files or as part of an online database or other database, or (ii) any derivative product containing the Work in a so as to allow a third party to download, extract or access the Image as a separate file;
(B) share the Work with any other person or entity except as expressly permitted under this Agreement;
(C) publish the work online in a downloadable format, publish the Work in an electronic bulletin board, or allow the Works to be distributed via mobile telephone devices. Not include the Work 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, cards electronic cards, business cards or any other electronic or printed;
(D) download or store the Work on more than one computer at a time, although the Exclusive Downloading Member may make a single backup to be stored on media separate from the single permitted computer;
(E) use, reproduce, distribute or display the Work in connection with design template applications intended for sale;
(F) use, reproduce, distribute or display the Work in connection with any goods or services intended for sale or distribution where the Work is the main element, including, without limitation, mugs, shirts, posters, greeting cards, posters or other goods, and any previous or tangible or electronic formats "print on demand", as applicable;
(G) use, reproduce, distribute or display the Work (including, without limitation, by itself or in combination with other works of authorship) in any manner that is libelous, defamatory, obscene or indecent;
(H) remove any notice of copyright, trademark or other intellectual property rights or information appearing on or in connection with the Work in its original downloaded form, provided that the Exclusive Downloading Member shall reproduce any and all one of such notices in any backup file comprising the Work that the Downloading Member makes;
(I) incorporate the Work into a trademark or service trademark.
(J) take any action in connection with the Work that violates any law, regulation or statute in an applicable jurisdiction;
(K) use the Work for editorial purposes without the following credit adjacent to the image: "© [Photographer's Name] / Fotostockpix" (the "Copyright Information"), bearing in mind that if in a particular case, such Information Copyright not required under applicable law and that neither is required by customs, then in this case, it is compulsory to indicate the Copyright Information.
(L) take any action in connection with the Work that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, moral rights of the creator of the work and the rights of any person, or any person whose property, appears in the Work, or
(M) take any action in connection with the Work that associates it or the creator of it, or persons or property which appears in the Work (if any), to recommend any political party or movement, religious, economic or opinion,
(N) use the Work in a way that places any person or persons depicted in the photograph in a way that they may find offensive-this includes, but is not limited to:
(1) the use of Images in pornography;
(2) listings of snuff;
(3) ads for adult entertainment clubs or similar, or escort services, or the like;
(4) promotion policies;
(5) uses that are defamatory, or illegal, offensive or immoral.
4. Payments and PricingAs indicated above, the Exclusive Downloading Member shall pay Fotostockpix the sublicense fee in accordance with the pricing and payment policies Fotostockpix standard.
5. Property rights and conservationThe Exclusive Downloading Member acknowledges and agrees that Fotostockpix and / or its licensors retain all rights and interest in and in connection with the Work (except with respect to the rights granted under this Agreement), and that no rights property or interest on or in connection with the Work is transferred to the Exclusive Downloading Member under this Agreement. Fotostockpix and / or its licensor (as appropriate) shall also retain the right to use, reproduce or display the Work solely to demonstrate as part of their professional portfolio. Without limitation to other rights to retain Fotostockpix, it continues to be entitled to use the Work for archival purposes and internal reference.
6. Representations and WarrantiesIn addition to the representations and warranties made by the Exclusive Downloading Member, mentioned above, both Fotostockpix as Exclusive Downloading Member hereby represent and warrant that they are entitled to enter into this Agreement.
7. CompensationThe Exclusive Downloading Member agrees to indemnify, defend and hold harmless Fotostockpix and its affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and (sub) licensees (collectively, "Indemnitees") and against all claims, expenses (including attorneys' fees) or other liability arising from the failure of the Exclusive Downloading Member of any of its representations, warranties or obligations under this Agreement, and all uses of the Work, including without limitation, 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 intentionally or not. Fotostockpix shall, at its sole discretion, to control the defense of any claim, action or matter subject to indemnification by Exclusive Downloading Member with counsel of its own choosing. The Exclusive Downloading Member shall fully cooperate with Fotostockpix for the defense of such claim, action or matter.
8A. Reservations and DisclaimersThis section 8A is subject to the limited warranty provided in Section 8B below, and shall not prejudice any of the provisions of Article 8B.
The Exclusive Downloading Member agrees that neither Fotostockpix nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub) licensees (other than the Member), shall be liable for any damages , direct, incidental, indirect or consequential, arising from the use or nonuse of the Work, if such parties have been advised of such damages or the possibility of ever appeared.
The Exclusive Downloading Member agrees that Fotostockpix generally does not have authorization to use the trademark logos or other works protected by intellectual property that may be depicted in some Works. The search for these releases is the sole responsibility of the Exclusive Downloading Member.
The Exclusive Downloading Member agrees that Fotostockpix generally does not have authorization of the owners of movable and immovable property of the manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc.. that may be depicted in some Works. It is generally impossible for any stock image library or artist to get permission for such products, but can be obtained on a case by case basis. The search for these releases is the sole responsibility of the Exclusive Downloading Member.
THE WORK IS PROVIDED AS IS AND EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE .
8B. Limited Warranty(A) Subject to the terms and conditions contained in this Agreement, including, without limitation, the provisions on limitation of liability in this Section 8B, Fotostockpix represent and warrant that, despite anything to the contrary in Article 8A above, the use by Members Exclusive Clients Without a bought and paid work (as defined below) in accordance with the terms of this Agreement will not infringe or violate the intellectual property rights, rights of publicity or privacy rights any third party, and that all necessary model and property have been properly obtained in respect of the bought and paid work. Work and / or bought and paid work means any file downloaded from Fotostockpix payment, specifically excluding all free downloadable content and / or any file that can be downloaded for free, without payment of credit or monetary compensation.
(B) Subject to subsections (c), (d) and (e), Fotostockpix agree to indemnify, defend and hold harmless the Exclusive Downloading Member from and against all damages, liabilities and expenses (including reasonable fees attorneys' fees) arising directly out of any actual or threatened lawsuit, claim or proceeding (collectively, a "Claim") brought by a third party against the Exclusive Downloading Member, if such Claim alleges that the use of the Work unchanged purchased and paid under the terms of this Agreement constitutes a breach of the representations and warranties set forth in subsection (a) above, provided always that the Exclusive Downloading Member Fotostockpix offered to (i) prompt written notice of any Claim known by the Member or Non-Exclusive or proceeding brought against Exclusive Downloading Member, (ii) any information, assistance and cooperation for the defense or settlement, and (iii) at the option of Fotostockpix, exclusive control of any defense, transaction or action related thereto, and further provided that the use and / or distribution by the Exclusive Downloading Member from work or unaltered Paid Work has been at all times in accordance with the terms and conditions of this Agreement and that Exclusive Downloading Member is not otherwise in breach of this Agreement.
(C) Fotostockpix have no liability for, and Fotostockpix obligations under subsection (b) above shall not apply to: (i) any damage, liability or expense incurred by the Exclusive Downloading Member prior to notification of the Fotostockpix demand, and / or (ii) any Insist on the basis of or arising from: (1) the modification by the Exclusive Downloading Member of the Paid Work, (2) the combination of work or for Work and any other paid work (s) and / or (3) the context in which the Work has been used by the Exclusive Downloading Member.
(D) Notwithstanding anything to the contrary in this Agreement or any other Contract between Fotostockpix and Exclusive Downloading Member, the total maximum aggregate liability of Fotostockpix with respect to any Work downloaded or licensed by the Exclusive Downloading Member shall not be in no case exceed 10,000 euros. (Ten thousand euros.) By the bought and paid work, regardless of the number of times that the Work is downloaded or licensed. Fotostockpix not be liable, in respect to this section 8B, for any file that has not been bought and paid for.
(E) The foregoing states the entire liability and obligation of Fotostockpix, and the sole and exclusive remedy of the non-exclusive Downloading Member with respect to any breach of representations and warranties contained in subsection (a).
9. Term and TerminationThis Agreement shall continue in perpetuity unless terminated as specified in this Section 9. Fotostockpix may terminate the Agreement at any time in connection with any work in case the Exclusive Downloading Member breaches any of its representations, warranties or obligations under it. The Exclusive Downloading Member may cancel this Agreement at any time. Both Fotostockpix as Exclusive Downloading Member shall notify the other party in case one of them decides to cancel the Contract. Fotostockpix also be entitled, in its sole discretion, to refuse to discharge any Work from the website Fotostockpix.com Upon termination of a license for any particular work, the Exclusive Downloading Member (i) immediately cease using such Work ( ii) destroy, or upon the request of Fotostockpix return the Work to the cancellation Fotostockpix (iii) remove the Work from its computer systems and storage (electronic or physical), and make sure they do their clients and customers.
10. Effect of the cancellationUpon termination of this Agreement, the Exclusive Downloading Member shall cease using the Work and destroy all copies thereof, and all derivative works and related materials (if any) which in its possession and under their control. At the request of Fotostockpix, the Exclusive Downloading Member shall certify in writing to such destruction of the Work, derivative works and / or related materials. Termination of this Agreement shall not relieve the Exclusive Downloading Member of the payment obligations that arose prior to such termination. The provisions of Articles 1, 4, 5, 6, 7, 8, 10 and 11 shall survive the termination of this Agreement.
11. SeveralThis Agreement shall be governed by and construed in accordance with the laws of the State of Valencia, regardless of the principles on conflicts of law and private international law principles. Any action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent jurisdiction of the federal or state courts of the State of Valencia, and the Exclusive Downloading Member and Fotostockpix undergo the personal jurisdiction of such courts and waive any right each have otherwise have to claim lack of personal jurisdiction or inconvenience of forum.
The relationship between Fotostockpix and Exclusive Downloading Member under this Agreement is that of independent contractors. For clarification purposes, the parties do not form any joint venture, or are a partner, principal and agent or employer and employee. Neither party shall have authority to bind or obligate the other in any way.
The Exclusive Downloading Member agrees to be responsible for all taxes and use, sale, value added, and the like to compel the governing authority in any jurisdiction in connection with the sub that has been granted in accordance with the this Agreement.
No waiver by Fotostockpix to exercise any power, right, privilege or remedy under this Agreement, nor any delay by Fotostockpix in the exercise of such power, right, privilege or remedy preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
Except with respect to patent rights, all rights and licenses granted by Fotostockpix pursuant to this Agreement are for all purposes of Section 270 (n) of Chapter 11 of the Code of Spain ("Chapter 11"), licenses rights of "intellectual property" as defined in Chapter 11. Fotostockpix agree that in case of commencement of bankruptcy proceedings by or against Fotostockpix under Chapter 11, Exclusive Downloading Member, as licensee of such rights under this Agreement, shall retain and may fully exercise all its rights under this Agreement (including the license granted hereunder) and all its rights and elections under Chapter 11.
Fotostockpix shall, at its sole discretion, to assign any or all rights and obligations under this Agreement. The Exclusive Downloading Member shall have no right to assign any of its rights or obligations under it.
This Agreement shall inure to the benefit of and be binding upon, Fotostockpix and Exclusive Downloading Member, and their respective successors and assigns. Nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than Fotostockpix and Exclusive Downloading Member and their respective successors and assigns, any right, remedy, obligation or liability under or because of this Contract.
Where the context so requires, the singular number include the plural and vice versa and the masculine, feminine and neuter shall include each other.
If any term or provision of this Agreement is invalid, illegal or unenforceable, all other general conditions 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 the Agreement.