Use of this Web site means you agree to the following terms of use (the "Terms of Use"). If you do not agree with these terms you should leave this Web site (the "Site") immediately, not use the files herein, and/or not subscribe to this service.
This Site is owned, hosted and operated by JUPITERIMAGES, a wholly owned subsidiary of Jupitermedia Corporation or its wholly owned subsidiaries (hereafter collectively, "JUPITERIMAGES")
Any Content downloaded by you from this Site, including, without limitation, any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Content") is licensed to you by JUPITERIMAGES. Downloading the Content does not transfer title to the Content, or any intellectual property rights therein, to you. You may not redistribute or sell the content.
This Site contains copyrighted animations, photographs, images, videos, footage, text, music, and sounds (collectively the "Content") which is owned by JUPITERIMAGES or its licensors. It is illegal to duplicate, download or distribute any Content from this Site except for your use, and you are subject to the Usage Guidelines. You may not use photos or images of people or identifiable entities in any manner that suggests the endorsement or association of any product or service or in connection with any pornographic or immoral materials.
If you believe that content appearing on the Site constitutes copyright infringement of another party's rights, please follow the instructions on our Copyrights and Copyright Web page.
The design or layout of any Web site owned, operated, licensed, or controlled by or associated with JUPITERIMAGES, is protected by United States and International law and other intellectual property proprietary rights and may not be copied or imitated in whole or in part.
Individual Web sites within JUPITERIMAGES have legal and license terms which supplement these terms.
See also Royalty-Free License for other legal terms that apply.
LIMITATION OF WARRANTY AND DAMAGES EXCEPT AS PROVIDED IN THE END USER LICENSE AGREEMENT THAT COMES WITH THE SOFTWARE, JUPITERIMAGES MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PRODUCT OR THE RELATED DOCUMENTATION AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW THE SITE IS DELIVERED "AS IS." THE WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTY OF ACCURACY, CORRECTNESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND SUCH WARRANTY CONSTITUTES THE ONLY WARRANTY MADE BY JUPITERIMAGES. WITH RESPECT TO THE SITE, CONTENT, AND SOFTWARE.
JUPITERIMAGES DOES NOT WARRANT THAT THE CONTENT OR FUNCTIONS CONTAINED IN THE SITE WILL BE FREE FROM ERRORS, INTERRUPTIONS, OMISSIONS, DEFECTS, VIRUSES, OR OTHER DAMAGING ELEMENTS, OR THAT JUPITERIMAGES WILL CORRECT ANY ERRORS, OMISSIONS, OR DEFECTS. YOU ASSUME THE COST OF SERVICE, REPAIRS, OR CORRECTIONS TO YOUR HARDWARE, SOFTWARE, OR OTHER EQUIPMENT.
IN NO EVENT WILL JUPITERIMAGES OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF JUPITERIMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LIABILITY OF JUPITERIMAGES OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING THIS SITE, OR PURCHASING OR DOWNLOADING PRODUCTS FROM THIS SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
PRODUCT AVAILABILITY Products, services, and programs in this publication may not be available in your country. References to any product, service, or program do not imply that JUPITERIMAGES intends to make available such products, services, or programs in your country.
UNITED STATES GOVERNMENT EXPORT CONTROLS Software from this Site is subject to United States export controls. No software from this site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
LINKS TO THIRD-PARTY SITES. JUPITERIMAGES PROVIDES LINKS TO THIRD-PARTY SITES AS A CONVENIENCE TO YOU. JUPITERIMAGES DOES NOT CONTROL THIRD-PARTY SITES OR LINKS TO THIRD-PARTY SITES. JUPITERIMAGES IS NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED SITES. LINKS TO THIRD-PARTY SITES ARE NOT ENDORSEMENTS BY JUPITERIMAGES OF SUCH SITES.
OTHER LEGAL INFORMATION These Terms of Use shall be governed by and construed in accordance with the laws of Arizona, U.S.A. These Terms of Use contain the entire understanding of the parties hereto relating to the use of this Site and supersedes any prior written or oral agreement or understandings between the parties with respect to this Site, and cannot be changed or terminated orally. The invalidity or unenforceability of any provision of these Terms of Use will not affect the validity or enforceability of any other provision of these Terms of Use. JUPITERIMAGES reserves the right to terminate these Terms of Use without notice if, in JUPITERIMAGES sole discretion, you fail to comply with any of these Terms of Use. Upon termination, you must destroy all materials obtained from this site, copies, and related documentation thereof. In addition, JUPITERIMAGES reserves the right to terminate this site without notice.
Copyright 2006 JUPITERIMAGES, and its licensors. All rights reserved.
ABLESTOCK.COM, AGENCESIMAGES, ANIMATIONS.COM, BANANASTOCK, BOTANICA, BRAND X PICTURES, CLIPART.COM, COMSTOCK IMAGES, COMSTOCK COMPLETE, CREATAS IMAGES, DYNAMIC GRAPHICS, FOODPIX, GOODSHOOT, HEMERA, IT STOCK FREE, JUPITERIMAGES, LIQUIDLIBRARY, LIQUIDTREAT, NONSTOCK, PHOTIS, PHOTOOBJECTS.NET, PHOTOS.COM, PICTUREARTS, PICTUREQUEST, PRDIRECT, THINKSTOCK IMAGES, AND THINKSTOCK FOOTAGE are the exclusive trademarks of JUPITERIMAGES. All product names are either trademarks or registered trademarks of JUPITERIMAGES, or its affiliates or licensors. All rights reserved. Microsoft, Windows, and the Windows logo are registered trademarks of the Microsoft Corporation. Macintosh, Apple, and the Macintosh logo are registered trademarks of Apple Computer, Inc.
Some of the information on this Web site may contain projections or other forward-looking statements regarding future events or the future financial performance of JUPM. We wish to caution you that these statements are only predictions and that the actual events or results may differ materially. JUPM files documents from time to time with the Securities and Exchange Commission, specifically, our most recent prospectus. These documents contain and identify important factors that could cause the actual results to differ materially from those contained in our projections or forward-looking statements. They include, among others, potential fluctuations in quarterly results, retention and dependence on personnel; dependence on Internet advertising and a limited number of advertisers, rapid technological and market change, competition, risks associated with Internet infrastructure, volatility of stock price, limited protection of intellectual property, and future growth subject to risks.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED
THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY “YOU), AND JUPITERIMAGES CORPORATION. “JUPITERIMAGES” WHEN USED HEREIN SHALL MEAN JUPITERIMAGES CORPORATION, OR ITS WHOLLY OWNED SUBSIDIARIES INCLUDING, WITHOUT LIMITATION, BANANASTOCK LTD., HEMERA TECHNOLOGIES, INC., IT STOCK LTD., JUPITERIMAGES (UK) LTD., JUPITERIMAGES FRANCE SAS, JUPITERIMAGES GMBH, JUPITERIMAGES PTY LTD., IFA BILDERTEAM GMBH, AND EACH OF ITS SUBSIDIARIES, AFFILIATES AND/OR DISTRIBUTORS, AS THE CASE MAY BE. THIS LICENSE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEBSITES CURRENTLY LOCATED AT: ablestock.com, agenceimages.com, agenceimages.fr, animations.com, animationfactory.com, bananastock.com, bananastock.co.uk, clipart.com, comstock.com, comstockcomplete.com, creatas.com, creatas.com.au, creatas.de, creatas.co.uk, foodpix.com, globalphoto.com, goodshoot.com, ifa-bilderteam.com, itstockfree.com, itstockonline.com, jupiterimages.com, librededroits.com, liquidlibrary.com, photoobjects.net, photos.com, picturearts.com, picturequest.com, prdirect.com, prdirect.fr, thinkstock.com, and thinkstockfootage.com, ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING, FUTURE JUPITERIMAGES WEBSITES AND/OR ANY IMAGES DELIVERED VIA ANY STORAGE MEDIA.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY IMAGE(S). DOWNLOADING AND/OR USING ANY IMAGE(S) FROM JUPITERIMAGES CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND JUPITERIMAGES. JUPITERIMAGES reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any Image(s).
1. LICENSE
A. Definitions:
“Comp Usage“ is defined as the creation of a temporary test use, rough layout or comprehensive rendering of a proposed work for client review, internal company review or testing. The Image may not be used in any materials distributed or accessible to the public or in any final product or use, including, without limitation, any online or other electronic distribution system (except you may transmit comps digitally or electronically for their review) and may not be sold or sublicensed alone or as part of any product.
“Image(s)” shall mean animations, clipart, composites, digital footage, digital video, film footage, fonts, graphics, illustrations, images, motion sequences, photographs or any other visual representation regardless of whether the Image(s) are obtained via download from any JUPITERIMAGES Web site, delivered via any storage media (CD, DVD, disk, etc.) that is now known or may become known in the future, or obtained from a JUPITERIMAGES’ authorized distributor, together with all accompanying metadata and other material.
“Storage Media” shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created.
“User” shall mean the individual, legal entity or agent entering into this license agreement or any employee or contractor of such individual, legal entity or agent that edits, manipulates or modifies the Images or are otherwise directly involved in the creative process including, but not limited to, photo editors, photo researchers, photographers, art directors or designers. All Users shall only use the Images in accordance with the terms of this Agreement.
“You” shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.
B. Copyright:
The Image(s) are copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The Image(s) shall remain the sole and exclusive property of JUPITERIMAGES, or its licensors. Use of the Images is licensed, not sold, pursuant to the terms of this License Agreement. Use of the Images without agreeing to this License Agreement, or a breach of these License Agreement terms, is copyright infringement.
C. Grant:
(I) Paid License.
a) JUPITERIMAGES grants you a non-exclusive and non-transferable license to use the Image(s) only as provided in this License Agreement. See Section 13(A) below for special terms if you are licensing a subscription plan.
(II) Comp Use
a) JUPITERIMAGES grants you the non-exclusive and non-transferable right to use Image(s) for Comp Usage for a period not to exceed sixty (60) days.
D. Number of Users (defined above):
(I) FOR IMAGES ACQUIRED BY PAY PER DOWNLOAD AND STORAGE MEDIA.
YOU ARE GRANTED A TEN (10) USER SINGLE USE, SEAT LICENSE FOR USE OF THE IMAGES. THIS IS NOT A SIMULTANEOUS USE LICENSE. Only one (1) User may access or use the Image(s) at one time with up to a maximum of ten (10) Users (within the same legal entity entering into this License) who may access or use the Image(s).
Licensee may distribute Image(s) within a network or similar asset management system to no more than ten (10) computers/workstations within the same company or legal entity for use by one (1) person at a time. If the Image(s) are to be placed on a network server accessible by more than ten (10) computers/workstations, please contact your sale representative as you will require a multiple seat license.
(II) FOR IMAGES ACQUIRED BY SUBSCRIPTION OR COMP USE.
YOU ARE GRANTED A ONE (1) USER SEAT LICENSE. ONLY ONE USER MAY ACCESS THE SUBSCRIPTION WEB SITE, OR USE IMAGES FOR ANY COMP USE, AS APPLICABLE. YOU MAY NOT DESIGNATE ONE (1) USER TO ACCESS THE SUBSCRIPTION WEB SITE IF MORE THAN ONE (1) USER WILL USE THE IMAGES. IN SUCH CASES, PLEASE CONTACT YOUR SALES REPRESENTATIVE AS YOU WILL REQUIRE A MULTIPLE SEAT LICENSE.
E) Permitted Uses. You may, subject to Section 1(F) below:
(I) Back up, and store, single Image(s) as necessary on a single server for archival, tracking or asset management purposes only. Any copy or archive you make must include copyright notice pursuant to Section 1(G)(III).
(II) Use the Image(s) in any electronic or print media, including advertising and editorial use, provided such use is not intended to allow the re-distribution or re-use of the Image(s).
(III) Use the Image(s) on product packaging or in any items for personal use or resale, including book covers, calendars, consumer merchandise (T-shirts, posters, art, etc.), provided such use is not intended to allow the re-distribution or re-use of the Image(s).
(IV) Modify or alter the Image(s) as necessary for your use, subject to the terms of Section 4, and provided that if such modification or alteration constitutes a derivative work you do not acquire any copyright ownership or equivalent rights in or to any of the Image(s) or any other property of JUPITERIMAGES or its licensors and you shall only use such derivative work in accordance with this Agreement. If requested by JUPITERIMAGES, you agree to execute a written assignment of any such rights, including copyrights, at no cost to JUPITERIMAGES.
(V) Use the Image(s) as décor in an office, lobby, public area, restaurant, or retail store.
(VI) Use the Image(s) as design elements in video, film, or television broadcasts.
(VII) Use the Image(s) in connection with your business or entity, e.g. corporate identity documents and letterhead, except as prohibited below.
(VIII) Use the Image(s) for any other uses approved in writing by JUPITERIMAGES.
F) Prohibited Uses: You may NOT:
(I) Sublicense, distribute, transfer or assign the Image(s) or rights to the Image(s).
(II) Reverse engineer, decompile, translate, or disassemble any part of the Image(s).
(III) Copy or reproduce the Image(s), except as specifically provided for in Section 1(E).
(IV) Remove any copyright, trademark or watermark from any place where it appears on the Image(s).
(V) Display the Image(s) in any digital format or for any digital use at a resolution greater than 72 dpi, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the Image(s) in violation of this Agreement.
(VI) Use the Image(s), or any part of the Image(s), as part of a trademark, service mark, or logo. JUPITERIMAGES or its licensors retain the full rights to the Image(s), and therefore you cannot establish your own rights.
(VII) Use the Image(s) to compete with JUPITERIMAGES. JUPITERIMAGES is in the business of licensing images to its customers. It is the specific intent of this provision to prohibit you from using the Image(s) to enter, either directly or indirectly, a similar or competing business.
(VIII) Use the Image(s) in a product or service whereby the Image(s) can be used apart from a product or service.
(IX) Use the Images(s) in any downloadable format intended for multiple distribution including, without limitation, templates, Web site templates, software products, e-greetings, etc. Contact templatelicense@jupiterimages.com to find out about a special license for such use.
(X) Use the Image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.
(XI) Without advance written consent from JUPITERIMAGES and any model in such Image(s), use Image(s) that include people as part of any sensitive subject matters, as determined by JUPITERIMAGES, see Website FAQs for examples. Sensitive subject use pertains to both commercial and editorial uses. Availability of model releases does not grant the right to use Image(s) in any sensitive subject matters.
(XII)Use the Image(s) beyond any limitations or restrictions noted on a JUPITERIMAGES Website.
G. Additional Terms
(I) JUPITERIMAGES reserves the right to (i) not permit use of any Image(s) for any reason whatsoever; and (ii) notify you that certain Image(s) are no longer available for use. Upon such notification, the license to use such Image(s) shall automatically and immediately terminate.
(II) All other rights not expressly granted to you are reserved solely for JUPITERIMAGES.
(III) JUPITERIMAGES requests the copyright notice “© [insert current year] JupiterImages Corporation” appear adjacent to the Image(s) or on a credit page.
(IV) JUPITERIMAGES reserves the right to replace Image(s) with an alternative Image for any reason. Upon notice of such replacement, the license for the replaced Image(s) immediately, and automatically, terminates for any use of the Image(s) that does not already exist, and this License Agreement shall automatically apply to any replacement Image(s). You agree not to use any replaced Image(s) with future products or services and you shall take all reasonable steps to discontinue use of the replaced Image(s) in existing products or services.
2. PAYMENT TERMS
You agree to pay all Image(s) license fees and no rights are granted under this Agreement until all payments are made in full. A service charge of two percent (2%) per month, or the amount allowed by law, will be charged on any unpaid balance. Any claims for adjustments must be made to JUPITERIMAGES within five (5) days of billing. You shall be liable for all past due amounts, interest and costs of collection, including attorneys’ fees. Refunds are governed by the terms of the individual service used. Please see Section 11 below for terms applicable to refunds in the event of cancellation.
3. TERMINATION
A. This License Agreement is effective until it is terminated.
(I) This License Agreement will terminate automatically, without notice from JUPITERIMAGES, if you fail to comply with any provision of this License Agreement.
(II) You can terminate this Agreement by destroying the Image(s), along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Image(s) for any purpose. Such termination may not effect payment obligations.
B. JUPITERIMAGES may, in its sole discretion: (i) monitor, as frequently as JUPITERIMAGES determines, anything you download from our Web sites, (ii) limit downloads to a fixed amount of downloads per 24 hour period so as to insure the best possible service to all subscribers to our Web sites, (iii) track any abuse of your username and password, (iv) suspend or terminate your account, without notice, if JUPITERIMAGES believes there is a violation of this Agreement, the website terms and/or any abuse of your username and password.
C. Upon termination of this Agreement, you agree to (i) destroy all copies and archives of the Image(s), (ii) cease using the Image(s) for any purpose, and (iii) confirm to JUPITERIMAGES in writing that you have complied with these requirements. Please see Section 13(A) below for other terms also applicable to Subscription terminations.
4. WARRANTY AND LIMITATION OF LIABILITY
A. JUPITERIMAGES represent and warrants that:
(I) it has the right to enter into this Agreement and to grant the rights hereunder;
(II) the Image(s) or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license; and
(III) the Image(s) as provided hereunder, and used as permitted herein, will not infringe any copyright, trademark, moral right, right of privacy or any other intellectual property right of any third party.
B. DISCLAIMER OF WARRANTY. EXCEPT AS PROVIDED IN SECTION 4(A) ABOVE, THE IMAGE(S), STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. JUPITERIMAGES MAKES NO WARRANTIES FOR ANY IMAGES THAT HAVE BEEN MODIFIED OR ALTERED BY YOU AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY CLAIMS RELATING TO OR ARISING OUT OF YOUR MODIFICATION AND USE OF THE IMAGES. JUPITERIMAGES GRANTS NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARKS, LOGO TYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED ARE OBTAINED. JUPITERIMAGES DOES NOT WARRANT THAT THE IMAGE(S), WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE IMAGE(S) IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. JUPITERIMAGES SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGE(S), JUPITERIMAGES’ BREACH OF THIS AGREEMENT OR OTHERWISE, EVEN IF JUPITERIMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL JUPITERIMAGES’ TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE IMAGE(S) (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED TEN (10) TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY JUPITERIMAGES FOR YOUR USE OF THE APPLICABLE IMAGE(S).
C. You represent, warrant and covenant that:
(I) You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of you and/or your company, employer or principal;
(II) You do not reside in any country to which export of US products are prohibited or restricted and you may not ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any laws, restrictions or regulations;
(III) You will not use the Image(s) in any way that is not permitted by this License;
(IV) Your use of the Image(s) will not violate any applicable law or regulation of any country, state, or other governmental entity;
(V) The information that you provide to JUPITERIMAGES is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary;
(VI) You are solely responsible for determining whether your use of any Image(s) requires the consent of any other party or the license of any additional rights. If you are unsure whether additional rights are needed for your use of the Images, you are responsible for consulting with competent legal counsel; and
(VII) If you are acting as an agent, you must inform your client/principal of the terms of this License.
5. LIMITATION OF REMEDIES
A. Replacement or Refund:
JUPITERIMAGES’ entire liability and your exclusive remedy, with respect to any claims arising out of this Agreement, except as set out in Section 6 below, shall be at JUPITERIMAGES’ sole discretion, either: (i) replacement of Image(s); or (ii) refund of any fee paid for the specific Image(s). Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived. See Section 11 for other refund terms that may apply.
6. INDEMNIFICATION
n, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought.
7. GENERAL
A. Enforceability:
If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties’ intent.
B. Taxes and other:
You agree to pay and be solely 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 your use of the Image(s), pursuant to this Agreement.
C. Waiver. No action of JUPITERIMAGES, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of JUPITERIMAGES is authorized to make an oral waiver. In the event that JUPITERIMAGES waives a specific part of the Agreement, it does not mean that JUPITERIMAGES waives any other part.
8. JURISDICTION
This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of the State of Connecticut, United States. Any claims shall be brought solely in the Federal District Court of the District of Connecticut and you expressly consent to the exclusive jurisdiction of the federal courts of the State of Connecticut, United States. You consent to the service of any required notice or process upon you by registered mail or overnight courier to the address provided to JUPITERIMAGES with your registration, as you may update from time to time, with proof of delivery.
9. LEGAL FEES
You agree to reimburse JUPITERIMAGES for its legal fees, costs and disbursements if JUPITERIMAGES is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.
10. ASSIGNABILITY
You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. JUPITERIMAGES may assign or transfer this Agreement freely.
11. CANCELLATION
If you wish to cancel the rights granted in this License and your invoice, the following apply:
(a) If you licensed single Images or purchased CD(s) (opened or unopened), you may receive a full refund if you submit a completed and signed refund affidavit (located at http://jupiterimages.com/en/company/refund_aff), and return any CD’s, within fourteen (14) days of your invoice date. After fourteen (14) days, no cancellations will be accepted, no refunds made and you will be responsible for and must pay the full amount of the invoice.
(b) If you purchased a Subscription, you may receive a full refund within three (3) days of your invoice date, provided that you have not downloaded more than five (5) images. After three (3) days, or download of more than five (5) Images, no cancellations will be accepted, no refunds made and you will be responsible for and must pay the full amount of the invoice. By requesting a refund, you hereby represent and warrant that: (i) you have deleted or destroyed all downloaded Images, (ii) that you have not, and will not use any Images from the subscription, and (iii) that a breach of the foregoing shall require you to immediately repay the entire subscription fee plus damages to JUPITERIMAGES.
You are solely responsible for all shipping and handling fees with regard to a cancellation. All cancellations are final. See Termination Section 3 above for other applicable terms.
12. ENTIRE CONTRACT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND JUPITERIMAGES, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND JUPITERIMAGES RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN JUPITERIMAGES’ WEB SITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.
13. ADDITIONAL TERMS ADDENDUM
In addition to terms 1-12 above, the following terms also apply if you obtain certain other services, or certain other Image(s), from JUPITERIMAGES and form a material part of your License Agreement:
A. SUBSCRIPTIONS
If you are purchasing a subscription plan to any of JUPITERIMAGES’ Web sites, the following also applies and is added to the Agreement as follows:
The following is added to Section 4(C):
“(VIII) You will hold all passwords for any subscription in the strictest of confidence. You may not share or disclose any password to any other user or third party other than as specifically provided for herein. If you breach any provision of this section, we shall be entitled to (i) terminate this Agreement immediately, (ii) retain all payments paid pursuant to this Agreement and, (iii) seek any legal or equitable remedies.”
The following is added to Section 1(C)(I):
(b) This License Agreement, and your right to use the Image(s) shall immediately, and automatically, terminate upon the termination of the term of your subscription provided, however, that after your subscription term you may continue to use any Image(s) incorporated into a product or service during the subscription term in the same product or service in accordance with the terms of this Agreement.
The following is added to Section 1(F):
(XIII) Stockpile, download, or otherwise store Images not used during the subscription term for future use.
B. If you are licensing Images from clipart.com, the following also applies and is added to the Agreement as follows:
The following is added to Section 1(F):
”(XIV) Resell the Image(s) for use in mobile devices, including but not limited to mobile telephones, handheld game consoles, and PDAs. Such usage is subject to additional licensing fees. Please contact bizdev@jupiterimages.com for information on reseller licenses.”
“(XV) Download more than one thousand (1,000) Images per day.”
C. If you are licensing Images from flashfoundry.com, liquidlibrary.com, photoobjects.net, and/or photos.com, the following also applies and is added to the Agreement as follows:
The following is added to Section 1(F):
“(XIV) Download more than two hundred and fifty (250) Images per day.”
D. If you are licensing Images from ablestock.com, the following also applies and is added to the Agreement as follows:
The following is added to Section 1(F):
“(XIV) Download more than one hundred (100) Images per day.”
E. If you are licensing Images from comstockcomplete.com, the following also applies and is added to the Agreement as follows:
The following is added to Section 1(F):
“(XIV) Download more than fifty (50) Images per day.”
F. If you are licensing Images from animationfactory.com, the following also applies and is added to the Agreement as follows:
The following is added to Section 1(F):
“(XIV) Download more than five hundred (500) Images per day.”
G. THIRD PARTY CONTENT
If you are licensing Images from Jupiterimages’ third party suppliers, special license terms from the third party suppliers may apply. Please see the individual Web site or Storage Media for details of any special license terms.
THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY "YOU"), AND JUPITERIMAGES CORPORATION. "JUPITERIMAGES" WHEN USED HEREIN SHALL MEAN JUPITERIMAGES CORPORATION, OR ITS WHOLLY-OWNED SUBSIDIARIES INCLUDING, WITHOUT LIMITATION, AGENCEIMAGES, BANANASTOCK LTD., DYNAMIC GRAPHICS, INC., PICTUREQUEST LLC, PICTUREARTS CORPORATION, PR DIRECT, CREATAS LLC, HEMERA TECHNOLOGIES, INC., GOODSHOOT SAS, AND EACH OF ITS SUBSIDIARIES, AFFILIATES AND/OR DISTRIBUTORS, AS THE CASE MAY BE. THIS LICENSE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEB SITES CURRENTLY LOCATED AT: agenceimages.com, agenceimages.fr, botanica.com, creatas.com, creatas.com.au, creatas.de, creatas.co.uk, foodpix.com, jupiterimages.com, nonstock.com, picturearts.com, picturequest.com, prdirect.com, prdirect.fr, ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING, FUTURE JUPITERIMAGES WEB SITES AND/OR ANY IMAGES DELIVERED VIA DOWNLOAD OR ANY STORAGE MEDIA.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY IMAGE(S). DOWNLOADING AND/OR USING ANY IMAGE(S) FROM JUPITERIMAGES CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND JUPITERIMAGES. The Invoice (defined below) shall be made a part of this Agreement and shall be incorporated by reference herein, and together with this Agreement shall constitute the entire agreement between JUPITERIMAGES and You regarding the Image(s). All references to this Agreement shall include the Invoice. JUPITERIMAGES reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, do not download or use any Image(s).
1. LICENSE
A. Definitions:
"Comp Usage" is defined as the creation of a temporary test use, rough layout or comprehensive rendering of a proposed work for client review, internal company review or testing. The Image may not be used in any materials distributed or accessible to the public or in any final product or use, including, without limitation, any online or other electronic distribution system (except you may transmit comps digitally or electronically for their review) and may not be sold or sublicensed alone or as part of any product.
"Image(s)" shall mean composites, images, photographs or any other visual representation regardless of whether the Image(s) are obtained via download from any JUPITERIMAGES Web site, delivered via any Storage Media that is now known or may become known in the future, or obtained from a JUPITERIMAGES' authorized distributor, together with all accompanying metadata and other material.
"Invoice" means any computer-generated or printed form or document provided by JUPITERIMAGES, or any of JUPITERIMAGES' authorized distributors, that sets forth, without limitation, the specific parties contracting for use of the Image(s) selected, the limitations on the license (if any) of the Images and the corresponding price(s) for the license of such Image(s). The term "Invoice" may also include any confirmation pages or receipts provided to you in connection with an on-line payment transaction that contain additional licensing terms.
"Storage Media" shall mean CD-ROM, digital video disc (DVD), floppy disk, hard drive, or any other storage device or media now known, or hereafter created.
"User" shall mean the individual, legal entity or agent entering into this license agreement or any employee or contractor of such individual, legal entity or agent that edits, manipulates or modifies the Images or is otherwise directly involved in the creative process including, but not limited to, photo editors, photo researchers, photographers, art directors or designers. All Users shall only use the Images in accordance with the terms of this Agreement.
"You" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or legal entity.
B. Copyright:
The Image(s) are copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The Image(s) shall remain the sole and exclusive property of JUPITERIMAGES, or its licensors. Use of the Images is licensed, not sold, pursuant to the terms of this License Agreement. Use of the Images without agreeing to this License Agreement, or a breach of these License Agreement terms, is copyright infringement.
C. Grant: Paid License.
(I) JUPITERIMAGES grants you a non-exclusive and non-transferable license to use and reproduce the Image(s) as specified in any Invoice, specific license rights pages on JUPITERIMAGES' Web sites and this Agreement. This Agreement is conditioned upon: (a) your satisfying all applicable conditions and restrictions on use, and (b) JUPITERIMAGES' receipt of full payment as invoiced by JUPITERIMAGES. Your failure to make payment when due shall terminate any license granted to you, shall immediately and automatically terminate your rights to use the Image(s) and shall be deemed a breach of this Agreement and copyright infringement.
(II) The Image use is strictly limited to: (a) Comp Usage or (b) the use, medium, length of time, image size/resolution, territory, market, or industry and any other restrictions specified in any Invoice, specific license rights pages on JUPITERIMAGES' Web sites and this Agreement.
(III) Fees assessed for your use of the Image(s) depend on the nature of the rights granted. You shall not undertake any expanded use of the Image(s) without the prior approval of JUPITERIMAGES and the payment of any additional license fee required by JUPITERIMAGES for such expanded use. You shall promptly notify JUPITERIMAGES of any desire to expand use of the Image(s) for which you have not received JUPITERIMAGES' prior approval, and shall pay to JUPITERIMAGES any additional license fee required by JUPITERIMAGES for such expanded use.
(IV) Use of Images in a manner not expressly authorized by the Invoice and this Agreement (a) may constitute an infringement of the proprietary rights of JUPITERIMAGES or a third party and (b) may result in you incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of JUPITERIMAGES or a third party.
D. Prohibited Uses:
You may NOT:
(I) Sublicense, distribute, transfer or assign the Image(s) or rights to the Image(s).
(II) Reverse engineer, decompile, translate, or disassemble any part of the Image(s).
(III) Copy or reproduce the Image(s), except as specifically provided for in Section 1(E).
(IV) Remove any copyright, trademark or watermark from any place where it appears on the Image(s).
(V) Display the Image(s) in any digital format or for any digital use at a resolution greater than 72 dpi, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the Image(s) in violation of this Agreement.
(VI) Use the Image(s), or any part of the Image(s), as part of a trademark, service mark, or logo. JUPITERIMAGES or its licensors retain the full rights to the Image(s), and therefore you cannot establish your own rights.
(VII) Use the Image(s) to compete with JUPITERIMAGES. JUPITERIMAGES is in the business of licensing images to its customers. It is the specific intent of this provision to prohibit you from using the Image(s) to enter, either directly or indirectly, a similar or competing business.
(VIII) Use the Image(s) in a product or service whereby the Image(s) can be used apart from a product or service.
(IX) Use the Images(s) in any downloadable format intended for multiple distribution including, without limitation, Web site templates, software products, e-greetings, etc. You may contact templatelicense@jupiterimages.com to find out about a special license for such use.
(X) Use the Image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.
(XI) Use Image(s) as part of any use involving sensitive subject matters, as determined by JUPITERIMAGES, including but not limited to the following: all sexual issues, sexually transmitted diseases, substance abuse, alcohol, tobacco, AIDS, cancer, mental ailments, Homosexual or alternative lifestyles, and physical or mental abuse, without advance written consent from JUPITERIMAGES and any model in such Image(s). Sensitive subject use pertains to both commercial and editorial uses. Contact JUPITERIMAGES for verification of model releases. Availability of model releases does not grant the right to use Image(s) in any sensitive subject matters.
E. Retention And Storage Of Digital Image Files
You may retain digital Image files for up to sixty (60) days, unless otherwise stated in your Invoice. You may place Images on your internal computer network provided you limit access to the Images to those having a bona-fide need to facilitate production or creation of any licensed use, but you shall not otherwise distribute or permit access to any Images. Unless this period is extended in writing, you agree to remove any Images that you have stored on any computer or network. You agree not to store or maintain any archive of any Image in any format or medium unless your Invoice with JUPITERIMAGES permits re-use, whereupon you may store Images solely as permitted by your Invoice. JUPITERIMAGES' copyright information and Image identification number must be retained with the Images while you retain them.
F. Use Credit.
In all editorial uses, the following credit must be given to the copyright holder, their representative, and JUPITERIMAGES, either adjacent to the Image or in a credits section which is referenced in the table of contents: "[Photographer's name]/[Name of collection]/Jupiterimages]." A surcharge of 100% will be made for omission of such editorial credit.
In commercial and advertising usage, credit is requested but not required.
2. PAYMENT TERMS
Prices for the Image(s) shall be determined solely by JUPITERIMAGES and reflected on your Invoice. Payment is due within the time frame designated on the Invoice or as specified in specific license rights pages on JUPITERIMAGES' Web sites, or if not stated, within thirty (30) days after your receipt of the Invoice. You agree to pay all Image(s) license fees. If timely payment is not received, all rights granted in this Agreement, any Invoice, or on specific license rights pages on JUPITERIMAGES' Web sites shall be automatically and immediately revoked. A service charge of two percent (2%) per month, or the amount allowed by law, will be charged on any unpaid balance. Any claims for adjustments must be made to JUPITERIMAGES within five (5) days of receipt. You shall be liable for all past due amounts, interest and costs of collection, including attorneys' fees. See Section 11 for cancellation terms.
3. TERMINATION
A. This Agreement is effective for the period stated on your Invoice, unless earlier terminated in accordance with the terms of this Agreement.
(I) This Agreement will terminate automatically, without notice from JUPITERIMAGES, if you fail to comply with any provision of this Agreement.
(II) You can terminate this Agreement by destroying the Image(s), along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Image(s) for any purpose. Such termination may not effect payment obligations.
B. Upon termination of this Agreement, you agree to (i) destroy or return all copies and archives of the Image(s) as directed by JUPITERIMAGES, (ii) cease using the Image(s) for any purpose, and (iii) confirm to JUPITERIMAGES in writing that you have complied with these requirements.
4. WARRANTY AND LIMITATION OF LIABILITY
A. JUPITERIMAGES represents and warrants that:
(I) it has the right to enter into this Agreement and to grant the rights hereunder;
(II) the Image(s) or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license; and
(III) the Image(s) as provided hereunder, and used as permitted herein, will not infringe any copyright, trademark, moral right, right of privacy or any other intellectual property right of any third party.
B. EXCEPT AS EXPRESSLEY PROVIDED ABOVE, THE IMAGE(S), STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. JUPITERIMAGES GRANTS NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARKS, LOGO TYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED ARE OBTAINED. JUPITERIMAGES DOES NOT WARRANT THAT THE IMAGE(S), WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE IMAGE(S) IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. JUPITERIMAGES SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGE(S), JUPITERIMAGES' BREACH OF THIS AGREEMENT OR OTHERWISE, EVEN IF JUPITERIMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL JUPITERIMAGES' TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE IMAGE(S) (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED TEN (10) TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY JUPITERIMAGES FOR YOUR USE OF THE APPLICABLE IMAGE(S).
C. You represent, warrant and covenant that:
(I) You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of you and/or your company, employer or principal;
(II) You do not reside in any country to which export of US products are prohibited or restricted and you may not ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any laws, restrictions or regulations;
(III) You will not use the Image(s) in any way that is not permitted by this License;
(IV) Your use of the Image(s) will not violate any applicable law or regulation of any country, state, or other governmental entity;
(V) The information that you provide to JUPITERIMAGES is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary; and
(VI) You shall be solely responsible for your use of the Image(s) and agree that JUPITERIMAGES grants no rights with regard to the use of trademarks, trade dress, copyrighted designs or works of art or architecture in any Images, and you must satisfy yourself that all necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.
(VII) You are solely responsible for determining whether your use of any Image(s) requires the consent of any other party or the license of any additional rights. You are solely responsible for obtaining any and all releases and clearances as may be required and you should not rely solely on the information provided by JUPITERIMAGES. If you are unsure whether additional rights are needed for your use of the Images, you are responsible for consulting with competent legal counsel.
(VIII) If you are acting as an agent, you must inform your client/principal of the terms of this License.
5. LIMITATION OF REMEDIES
A. Replacement or Refund:
JUPITERIMAGES' entire liability and your exclusive remedy, with respect to any claims arising out of this Agreement, except as set out in Section 6 below, shall be at JUPITERIMAGES' sole discretion, either: (i) replacement of Image(s); or (ii) refund of any fee paid for the specific Image(s). Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived.
See Section 11 for other refund terms that may apply.
6. INDEMNIFICATION
You agree to indemnify and hold JUPITERIMAGES, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with JUPITERIMAGES, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against JUPITERIMAGES arising out of your use of the Images or in connection with your breach of any of the terms of this Agreement. Provided that the Image(s) are used only in accordance with this Agreement and you are not otherwise in breach of this Agreement, JUPITERIMAGES shall defend, indemnify and hold you harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and authorized costs), arising out of or in connection with any actual or threatened lawsuit, legal proceeding or claim alleging that JUPITERIMAGES is in breach of its warranties set out in Section 4 above. The foregoing states JUPITERIMAGES' entire indemnification obligation under this Agreement and your sole and exclusive remedy for any actual breach of JUPITERIMAGES' representations and warranties set forth herein. JUPITERIMAGES shall have no obligation under this Section 6 unless you promptly provide JUPITERIMAGES with written notice of such claim. At the indemnifying party's option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought.
7. GENERAL
A. Enforceability:
If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties' intent.
B. Taxes and other:
You agree to pay and be solely 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 your use of the Image(s), pursuant to this Agreement.
C. Waiver. No action of JUPITERIMAGES, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of JUPITERIMAGES is authorized to make an oral waiver. In the event that JUPITERIMAGES waives a specific part of the Agreement, it does not mean that JUPITERIMAGES waives any other part.
D. Confidentiality. In connection with this Agreement, JUPITERIMAGES may provide you with certain pricing, technical, marketing and other confidential information. You acknowledge that such confidential information encompasses valuable trade secrets and is proprietary to JUPITERIMAGES, and you shall maintain the confidentiality of any "Confidential information" that JUPITERIMAGES may provide to you, and you shall not use or disclose the same without the prior written consent of JUPITERIMAGES. "Confidential information" includes any information that is either designated as confidential by JUPITERIMAGES or that involves pricing with respect to a particular use of an Image.
E. Consumers. No rights, including copyright rights, and rights to copy, distribute, or to enter into a database, to the Images are granted to consumers of products or services provided by you. You warrant that you will not suggest to the contrary in advertising or other communications to consumers.
F. Infringement. In the event you become aware of any activity that infringes any rights, including copyright rights, in the Images, you must promptly notify JUPITERIMAGES of such activity and provide all cooperation reasonably requested by JUPITERIMAGES regarding such activity.
G. Modification. No provisions in either party's purchase orders, or in any other business forms of either party will supersede the terms and conditions of this Agreement or the terms of any Invoice, confirmation, or receipt generated by JUPITERIMAGES, or terms specified on any specific license rights pages on JUPITERIMAGES' Web sites, and no supplement, modification, or amendment of this Agreement or the Invoice shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.
8. JURISDICTION
This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of the State of Connecticut, United States. Any claims shall be brought solely in the Federal District Court of the District of Connecticut and you expressly consent to the exclusive jurisdiction of the federal courts of the State of Connecticut, United States. You consent to the service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.
9. LEGAL FEES
You agree to reimburse JUPITERIMAGES for its legal fees, costs and disbursements if JUPITERIMAGES is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.
10. ASSIGNABILITY
You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. JUPITERIMAGES may assign or transfer this Agreement freely.
11. CANCELLATION
If you decide not to use the Images, you must advise JUPITERIMAGES within fifteen days of the Invoice date, or, in the case of online payment within fifteen days of the payment date, to receive a full refund or within 30 days from the Invoice date or online payment date for a 50% refund. After 30 days from the date of the Invoice or payment date, the transaction cannot be cancelled and full payment is due. Cancellation is not possible once an Image has been publicly used. In order to qualify for a cancellation, you must submit a completed and signed refund affidavit (located at http://jupiterimages.com/en/company/refund_aff) within the timeframes set out above and in no event shall affidavits be accepted by JUPITERIMAGES more than 30 days after the Invoice date or payment date.
By requesting a refund, you hereby represent and warrant that: (i) you have deleted or destroyed all Images covered by your Invoice, (ii) that you have not, and will not use the Images covered by your Invoice, and (iii) that a breach of the foregoing shall require you to immediately repay the entire amount of the Invoice plus damages to JUPITERIMAGES.
All cancellations are final.
12. ENTIRE CONTRACT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT, TOGETHER WITH THE INVOICE AND THE TERMS ON SPECIFIC LICENSE RIGHTS PAGES ON JUPITERIMAGES' WEB SITES, ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND JUPITERIMAGES, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND JUPITERIMAGES RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND GENERAL TEXT IN JUPITERIMAGES' WEB SITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.
July 2006
