License Agreement (EULA)
This Agreement governs the terms by which members and clients of America Stock Photo obtain the right to use stock photography, and other media content provided by America Stock Photo through the web site located at www.AmericaStockPhoto.com.
1. Background of Agreement
In this Agreement: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates; (ii) “America Stock Photo” or “we” means America Stock Photo, operator of the Site; and (iii) “Content” means any photographic image, illustration, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material.
2. Standard License Terms
We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by America Stock Photo, as the case may be.
3. Permitted Standard License Uses
- (a) You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution or if the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Content nor is the Content capable of being downloaded, extracted or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a “Permitted Derivative Work” for the purposes of this Agreement). For example, you cannot superficially modify the Content, print it on a t-shirt, mug, poster, template or other item, and sell it to others for consumption, reproduction or re-sale. These uses will not be permitted as or constitute Permitted Derivative Works. If there is any doubt that a work is a Permitted Derivative Work, you should contact America Stock Photo for guidance. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.
- (b) Seat Restrictions. Only you are permitted to use the Content, although you may transfer files containing Content or Permitted Derivative Works to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead. If you require the Content to be in more than one location or accessible by more than one person, you must download the Content from the Site for each such use. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.
- (c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
- 1) Advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogs, brochures, promotional greeting cards and promotional postcards (ie. not for resale or license);
- 2) Entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;
- 3) Online or electronic publications, including web pages to a maximum of 640 x 480 pixels for image or illustration Content or to a maximum of 640×480 for video Content;
- 4) Prints, posters (i.e. a hard copy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
- 5) Any other uses approved in writing by America Stock Photo
If there is any doubt that a proposed use is a Permitted Use, you should contact America Stock Photo for guidance.
4. Standard License Prohibitions
(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding. For greater certainty, the following are “Prohibited Uses” and you may not:
- 1) Use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
- 2) Use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites, as well as sites such as www.cafepress.com, zazzle.com, etc.);
- 3) Use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
- 4) Use any of the Content as part of a trademark, design-mark, trade-name, business name, service mark, or logo;
- 5) Incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
- 6) Use the Content in a fashion that is considered by America Stock Photo (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
- 7) Use or display any Content that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (b) except where accompanied by a statement that indicates that the Content is being used for illustrative purposes only and any person depicted in the Content is a model, that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;
- 8) To the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
- 9) Remove any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the Content;
- 10) Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
- 11) Install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
- 12) Use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
- 13) Use Content identified as “Editorial Use Only”, for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement “Editorial Use Only” of Content means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which you receive a fee from a third-party advertiser or sponsor);
- 14) Use the Content for editorial purposes without including the following credit adjacent to the Content or in audio/visual production credits: “© America Stock Photo/Christopher Boswell”
- 15) Either individually or in combination with others, reproduce the Content, or an element of the Content, in excess of 200,000, in which event you shall be required to pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 500,000 reproductions. This additional royalty does not apply to advertisements in websites or to broadcast by television, web-cast or theatrical production.
- 16) PLEASE NOTE: At this time, Extended Licenses are not available. We are working diligently to include that license.
5. Term of Agreement
- (a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from America Stock Photo if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to America Stock Photo in writing that you have complied with these requirements.
- (b) America Stock Photo reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.
- (c) Upon notice from America Stock Photo, or upon your knowledge that any Content is subject to a threatened, potential or actual claim of infringement of anothers right for which America Stock Photo may be liable, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your clients, printers or ISPs do likewise. America Stock Photo shall provide you with replacement Content (which shall be determined by America Stock Photo in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
6. General Provisions
- (a) You specifically agree and acknowledge that you have reviewed the terms of the End User License Agreement (EULA) and any other agreements that may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
- (b) 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, or of your use of the Content, pursuant to this Agreement.
- (c) This Agreement will be governed under the laws of the State of Washington and the federal laws of the United States applicable therein (without reference to conflicts of laws principles). 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 consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
- (d) 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 South Carolina, and shall be conducted in the English language.
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 America Stock Photo 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 DASHPHOTO.EU, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND AMERICA STOCK PHOTO RELATING TO THE SUBJECT OF THIS AGREEMENT.