THE PHOTO ACCESS™ / THEPHOTOACCESS.COM
CONTENT LICENSE AGREEMENT
NOTICE: Please read this Agreement carefully. This is a legal contract between you (“User”, “You”, “Your”) and The Photo Access™ aka www.ThePhotoAccess.com (“We”, “Us”, “Our”), and governs how you may use our stock photographs, animations, audios, illustrations, videos, and any other digital media made available via our website.
By visiting, using, or registering on Our website; using our apps; or uploading/downloading files; you agree to all of the legal terms contained within this Agreement. We may publish our rules, policies, and procedures from time to time on our website, and We reserve the sole right to amend, modify, or otherwise change these Terms at any time. Terms and conditions apply to all users of Our website and services, including but not limited to: users; visitors; customers; content contributors; and third parties that access the Website.
“Content” means any photograph, picture, animation, illustration, video, or any other visual representation, digital or otherwise, that you access or download from our website.
(i) Upon registration and prior to downloading any Content, you will be prompted to purchase either our standard royalty-free content license (i.e. “standard license”) or an extended license (i.e. “extended license”). Restrictions apply.
(ii) If you do not choose the extended license option, or in the event an extended license option is not available for your selection, the Content downloaded will be subject to our standard license and restrictions.
1. Permitted Use:
Pursuant to this Agreement (and purchase), we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, and worldwide right to display, use, reproduce, publish, alter, and manipulate, in a single project, in whole or in part, via any medium, and by whatever means, the Content for any purpose (the “Permitted Use(s)”). 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 The Photo Access™ / www.ThePhotoAccess.com or the originator/owner of the Content, as the case may be.
The license granted in Section 1, is solely for your use, although you may transfer a file containing Content to your client, printer, or ISP for the purpose of reproducing Content as permitted within this Agreement. Said license does not grant you any further or additional rights to use licensed Content downloaded from our website.
You may download and install the licensed Content on only one computer or electronic device. If you require the licensed Content to be installed on more than one device, or accessible by more than one person or authorized representative, you must purchase an additional license for the Content or obtain an Extended, Multi-Use License. You are permitted to make only one (1) backup copy of the Content with the understanding that its display and use is subject to the terms and restrictions of the purchased license.
3. Prohibited Uses (You may not):
A. Resell or otherwise distribute the licensed content.
B. Use or display the licensed Content on websites or other commercial venues in order to sell products which may include and is not limited to: postcards; coffee mugs; t-shirt; posters; and other mass produced items.
C. Use the licensed Content related to any goods or services intended for resale or distribution where the value lies in the content itself, which may include and is not limited to: greeting cards; stationary; calendars; clothing; posters; or other mass produced items for commercial profit.
D. Use the licensed Content in any manner where it is made available for public use, such as: an electronic file; a trademark, trade-name, business name, or logo; nor may it be used for any immoral, obscene, defamatory, or libelous nature.
E. Reverse engineer; decompile, or disassemble the source code for the Licensed Content.
F. Remove, change, or modify any copyright, trademark, or any other copyright information that may be embedded on the Content itself;
G. Sublicense, resell, rent, lease, assign, or otherwise transfer the licensed Content or the rights therein granted under this Agreement.
H. Install, upload, and/or use the licensed Content on more than one computer or electronic device at one time; or upload, post or display the licensed Content on any network or web server.
I. Use licensed Content that may be identified as “Editorial Use Only” for any commercial, promotional, or merchandising purpose. “Editorial Use Only” is defined as relating to events that are newsworthy or topics of public interest. When licensed Content is identified to be used solely for Editorial Purposes, the licensee must provide credit to www.ThePhotoAccess.com with the owner/artist’s name.
J. Reproduce licensed Content or any element of the licensed Content, in excess of stated agreement, for example >5,000 (Less Than Five Thousand) times in physical printing (i.e. brochures, business cards, and any other means of reproduction).
K. Use the licensed Content in any manner that would be considered controversial or unflattering to any reasonably prudent person, in particular if said Content displays/shows an individual model, property, or subject matter.
4. Term of Agreement
This Agreement begins upon your use and acceptance of terms and remains in effect until terminated by either party. You can terminate this Agreement at any time by destroying the Content and any permitted derivative works, along with any copies. Upon termination you must cease and desist from using any and all Content.
A. We reserve the right to terminate at any time with or without notice to you, if it comes to our attention that you are in violation of this Agreement. We also reserve the right to revoke or amend the license granted herein, at any time, or replace the Content with an alternative for any reason. In the event of replacement, the terms and restrictions of the original license shall apply.
B. If at any time you receive actual notice of potential or actual claim of (third party) copyright infringement, you must immediately: (i) notify customer service at www.thephotoaccess.com; (ii) cease and desist from using any and all licensed Content; C. delete or remove the Content from your electronic devices; We may choose to replace said licensed Content, subject to your purchased license, but www.thephotoaccess.com shall retain sole and final decision as to replacement Content and its use.
A. Pursuant to the terms of this Agreement and your purchased license, we warrant that the Content will not infringe on any copyright, or intellectual property rights of any third party, and will not violate any right of privacy or right of publicity.
B. Model and/or property releases have been obtained for some of the licensed Content displayed upon our website. The licensee may be required to purchase an additional license or obtain a release for any Content containing models, property, and/or celebrities if not stated release. www.ThePhotoAccess.com will attempt to make sure that the licensee is notified up-front of any additional requirements or restrictions related to the licensed Content.
C. For Content identified as “Editorial Use Only” or not stated, we do not grant the licensee any additional rights or warranties with regard to the use of names, people, trademarks, logos, property, or works of art depicted in said Content. In such cases, you shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of the Content identified as “Editorial Use Only”, and shall be responsible for obtaining such release(s).
D. YOU UNDERSTAND AND AGREE THAT ANY AND ALL LICENSED CONTENT IS PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT NOR GUARANTEE THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE LICENSEE BEARS ALL RISK FOR USE OF SAID CONTENT. SHOULD THE CONTENT PROVE DEFECTIVE, YOU ASSUME ALL RISK AND COST FOR CORRECTIONS. IF YOU ARE DOWNLOADING CONTENT THAT IS IN A FLASH FORMAT OR FILE, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO REPRESENTATION OR WARRANTY RESPECTING THE LICENSED CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.
Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
You agree to indemnify, defend and hold www.ThePhotoAccess.com, its affiliates, employees, directors, agents, representatives, and partners, harmless from any and all unforeseen third party: claims, liability, losses, damages, costs, and expenses (including but not limited to legal fees) which may be incurred in connection with this Agreement.
7. Limitation of Liability
Provided that you have used the licensed Content under terms of this Agreement, we agree to defend and indemnify the Licensee and its agents from all damages, liabilities and expenses (including but not limited to legal fees), which might arise as a result of the licensed Content subject to this Agreement.
AT NO TIME SHALL ANY OF OUR REPRESENTATIVES, AFFILIATES, CONTENT PROVIDERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, OR OTHER PROCEEDING ARISING UNDER THE TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST AROSE.
WE SHALL NOT BE LIABLE AT ANY TIME FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS YOU HAVE MADE TO THE LICENSED CONTENT.
NOTWITHSTANDING ANY OTHER TERMS UNDER THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH WE HAVE LICENSED THE SAME CONTENT, REGARDLESS OF FILE SIZE, OR YOUR USE/EXPLOITATION OF ANY OR ALL LICENSED CONTENT IN ANY MANNER, OUR AGGREGATE LIABILITY SHALL BE LIMITED TO TEN ($10.00) US DOLLARS PER LICENSED CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. General Provisions
A. You may not: assign; sell; or otherwise sell your rights under this Agreement or License, at any time without our prior written consent. Nor may you modify or change the terms of this Agreement without our written permission. However, we may assign this Agreement with or without your permission at any time, under the terms of this Agreement.
B. Your use of any licensed Content in a manner not permitted under terms of this Agreement constitutes copyright infringement, and we shall be entitled to exercise any and all rights and remedies in order to enforce these terms. You understand and agree to be liable and responsible for any and all damages resulting from said infringement, including but not limited to legal and attorney fees.
C. You are responsible for any and all appropriate sales or use tax imposed by any government authority or jurisdiction as a result of the license granted to you by www.ThePhotoAcess.com
D. Any and all disputes regarding these terms shall be resolved in a professional and business-like manner, absent resolution, disputes shall be resolved by binding mediation, located in Los Angeles, California, with the parties agreeing to share the cost and choice of an unbiased, third party mediation. The prevailing party shall be entitled to reimbursement of any and all costs and fees, including but not limited to attorney’s fees.
9. Governing Law
This Agreement will be governed under the laws of the laws of the United States of America, and the State of California, without reference to conflict of laws provisions. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG), the application of which is expressly excluded.
Any questions or concerns relating to this Agreement, should be directed to: Info@thePhotoAcess.com
All credit should read “Photographer Name/The Photo Access”