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CONTENT LICENSE AGREEMENT
This Agreement governs the terms by which members and clients of Go2images, Inc.
obtain the right to use stock photography and other media content provided by photographers/members
of the go2images.com community through the web site located at www.go2images.com
(website "Site"). This Content License Agreement is in addition to the Terms of
Use applicable to the Site and to the Membership Agreement that all persons providing
content to or downloading content from the Site have previously entered into. In
the event of any inconsistency between this Agreement, the Membership Agreement
and the Terms of Use (both of which are incorporated into this Agreement by reference),
the terms of this Agreement shall govern.
1. Agreement Information (a) This document contains many important provisions that
affect your rights and obligations. By paying an downloading any images from www.go2images.com
you "I Agree" or otherwise signifying your acceptance, you accept this Agreement
either for yourself or on behalf of your employer or the entity that is identified
as the member account holder, and agree to be bound by its provisions. If you are
accepting on behalf of your employer or the entity that is the member account holder,
you represent and warrant that you have full legal authority to bind your employer
or such other entity. If you do not have such authority or you do not accept or
agree with these terms, do not accept the Agreement and do not download the Content
from this site. (b) 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) "go2images.com" or "we" means
Go2images, Inc., operator of the Site; and (iii) "Content" means any photographic
image, 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. (c) This Agreement is set up
as a user-determined document where you will choose to enter into either our standard
royalty-free or rights-managed content license (the "Standard License") or an extended
license where one or more of the restrictions of the Standard License are amended
for your proposed use of the Content (an "Extended License"). At the end of this
Agreement you will have the opportunity to select a "Royalty-Free License" or an
"Rights-Managed License". The options for the Royalty-Free or Rights-Managed License
uses are dependent upon the Content and whether the supplier of the Content has
opted-in to the Royalty-Free or Rights-Managed license options.
2. Royalty-Free 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
Go2imagesor the supplier of the Content, as the case may be. (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, unless (i) the proposed use
is allowable under an Extended License which is available for the Content; or (ii)
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 either obtain an Extended
License or contact Go2image¹s Client Relations 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 or
obtain an Extended License for a multi-seat license for the Content. 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, catalogues,
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 800 x
600 pixels; 4. prints, posters (i.e. a hardcopy) 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 Go2images, Inc.
If there is any doubt that a proposed use is a Permitted Use, you should contact
Go2images, Inc. Client Relations for guidance.
3. Rights-Managed License Prohibitions (a) Prohibited Uses. You may not do anything
with the Content that is not expressly permitted in the preceding section or permitted
by an Extended License. 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. 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 trade-mark, 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 Go2images (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 that (i) would lead a reasonable
person to think that such person uses or personally endorses any business, product,
service, cause, association or other endeavour; or (ii) 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; 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, trade-mark 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 the Content for
editorial purposes without including the following credit adjacent to the Content:
"©2007Go2images.com/Artist¹s Member Name]; or either individually or in combination
with others, reproduce the Content, or an element of the Content, in excess of 500,000
times without obtaining an Extended License, 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 magazines, newspapers or websites or to broadcast by television, web-cast or
theatrical production. 14. Excess Reproduction Run In the event you contravene subparagraph
4(a)(xiii) above without purchasing an Extended License, you further agree to notify
Go2images in the event that you (or a combination of you and others involved with
you) reproduce the Content, or an element of the Content in excess of 500,000 times.
Such disclosure notice must be sent to Go2images each and every month after which
the Content, or an element of the Content, has been reproduced in aggregate over
the term of this Agreement in excess of 500,000 times. Each such notice must contain
the number of reproductions made in any particular month, provided however the first
such notice will only be require disclosure of those reproductions which are in
excess of 500,000. Go2images shall invoice you for the fees associated with such
excess use and you agree to pay such invoice within 30 days of receipt.
4. 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 Go2images 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 Go2images in writing that you have complied with
these requirements. (b) Go2images 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.
5. Limited Representations and Warranties (a) The Site acts as an exchange of Content
between those who provide Content to the Site and those who wish to use such Content.
Go2images grants no rights and makes no warranties regarding the use of names, people,
trademarks, trade dress, patented or copyrighted designs or works of art or architecture
or other forms of intellectual property represented in any Content. While we have
made reasonable efforts to correctly categorize and keyword the Content, Go2images
does not warrant the accuracy of such information. (b) THE CONTENT IS PROVIDED "AS
IS" WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GO2IMAGES DOES
NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS
USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE
OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT GO2IMAGES)
ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS. (c) Certain jurisdictions
do not allow the exclusion of implied warranties, so the above exclusion may not
apply to you. You have specific rights under this warranty, but you may have others,
which vary from jurisdiction to jurisdiction.
6. Limitation of Warranties and Liability (a) Go2image¹s entire liability and your
exclusive remedy, with respect to any claims arising out of your use of the Content,
or out of your actions in downloading the Content, shall be as follows: 1. You may,
upon request to Go2images, be permitted to download the Content again, at a location
Go2images will provide for you; 2. If you continue to be unable to download the
Content, Go2images will refund the fee actually paid by you for such Content, provided
Go2images determines in its sole and absolute discretion that you have been unable
to download such Content successfully. (b) IN NO EVENT SHALL GO2IMAGES OR ANY OF
ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS,
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION
WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR
OUT 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. (c) IN ANY EVENT, THE TOTAL MAXIMUM
AGGREGATE LIABILITY OF GO2IMAGES UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER,
OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER
SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO GO2IMAGES UNDER THIS AGREEMENT
IN RESPECT OF THE USE OF THE RELEVANT CONTENT. (d) SOME JURISDICTIONS DO NOT ALLOW
FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
7. Indemnification You agree to indemnify, defend and hold Go2images, its affiliates,
its Content providers and their respective directors, officers, employees, shareholders,
partners and agents (collectively, the "Go2images Parties") harmless from and against
any and all claims, liability, losses, damages, costs and expenses (including reasonable
legal fees on a solicitor and client basis) incurred by any Go2images Party as a
result of or in connection with any breach by you or anyone acting on your behalf
of any of the terms of this Agreement.
8. General Provisions (a) You specifically agree and acknowledge that you have,
in addition to the terms of this Agreement, reviewed the terms of the Membership
Agreement and Terms of Use and any other agreements which may be incorporated by
reference therein, and to the extent of their incorporation in this Agreement you
agree to be bound by them. (b) Go2image¹s 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. (c) This Agreement is personal to you and is not assignable
by you without Go2image¹s prior written consent. Go2images may assign this Agreement
without your consent to any other party so long as such party agrees to be bound
by its terms. (d) If all or part of any provision of this Agreement is wholly or
partially unenforceable, the parties or, in the event the parties are unable to
agree, a court of competent jurisdiction, shall put in place of such whole or part
provision an enforceable provision or provisions, that as nearly as possible reflects
the terms of the unenforceable whole or part provision. (e) 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. (f) This Agreement will be governed
under the laws of the Province of Alberta and the federal laws of Canada 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. (g) 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 Calgary,
Alberta, and shall be conducted in the English language. (h) The parties have requested
that this Agreement and all related documents be drawn up in English.
9. Contact If you have concerns relating to this Agreement, please contact Go2images
at info@go2images.com or via phone at (813) 833-1692.
10. Acknowledgement 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 GO2IMAGES 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 GO2IMAGES,
WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER
COMMUNICATION BETWEEN YOU AND GO2IMAGES RELATING TO THE SUBJECT OF THIS AGREEMENT
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