LifetimeStock - Terms of Service and Image Licensing Agreement
This legal agreement is entered between you or the employer or entity on whose behalf you are entering into this agreement ("you" or "Customer") and InteractiveStock, Inc., a Nevada corporation with its office at 3105 W Tompkins Ave, Las Vegas, NV 89103, United States (referred to hereafter as " InteractiveStock"). LifetimeStock (“LifetimeStock” or “InteractiveStock/LifetimeStock”) is a website of InteractiveStock, Inc. distributing images under license of Artisteer, Ltd.
"Image(s)" means photographs, illustrations, vectors, drawings and the like available for license from the LifetimeStock website.
The following Terms of Service ("TOS") constitutes an agreement between Customer and InteractiveStock setting forth the rights and obligations with respect to any Images licensed by you. By agreeing to the TOS, you agree that these terms control your rights and obligations with respect to all Image licenses set forth herein, notwithstanding the subscription or license you may be purchasing today. Please revisit these TOS when you purchase any Images.
THIS LICENSE IS A SINGLE SEAT SUBSCRIPTION LICENSE AUTHORIZING
ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE IMAGES.
IF YOU WORK FOR AN ORGANIZATION, YOU HAVE THE RIGHT TO LICENSE, DOWNLOAD AND USE IMAGES LIMITED TO YOUR OWN NEEDS WITHIN YOUR ORGANIZATION, AND THIS LICENSE APPLIES TO THE EMPLOYER WHO DESIGNATED YOU AS THE LICENSE USER.
IF YOU PURCHASED TEAM SUBSCRIPTION LICENSE, YOU HAVE THE RIGHT TO LICENSE, DOWNLOAD AND USE IMAGES LIMITED TO THE NUMBER OF USERS PERMITTED BY THAT TEAM SUBSCRIPTION LICENSE.
If you require a multi-user TEAM SUBSCRIPTION LICENSE, please contact Customer Service at firstname.lastname@example.org.
1 STANDARD ROYALTY FREE IMAGE LICENSE
InteractiveStock/LifetimeStock hereby grants you a non-exclusive, non-transferable right to use, modify and reproduce Images worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein.
1.1 This license grants you the right to use Images:
1.1.1 As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, single e-cards, e-publications (e-books, e-magazines, blogs, etc.), and in online media, excluding redistrihutable software and template products;
1.1.2 Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, billboards, CD and DVD cover art, advertising, printed magazines, news publications, and other tangible media, including books;
1.1.3 For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).
1.2 RESTRICTIONS ON USE OF IMAGES
YOU MAY NOT:
1.2.1 Use Images other than as expressly provided by the license you purchased with respect to such Images.
1.2.2 Portray any person depicted in Images (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) as endorsing a political party, candidate, elected official, or opinion; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
1.2.3 Use any Images in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
1.2.3 Use Images designated "Editorial Use Only" for commercial purposes.
1.2.4 Use Images containing or depicting any trademarks, recognizable logos, identifiable brands, names and properties for commercial purposes
1.2.5 Resell, redistribute, provide access to, share or transfer any Images except as specifically provided herein.
1.2.6 Use Images in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
1.2.7 Use any Images (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
1.2.8 Falsely represent, expressly or by way of reasonable implication, that any Images was created by you or a person other than the copyright holder(s) of that Images.
1.2.9 Include images in distributable software, design templates, web templates, email templates or applications in the way that would allow an end-user to utilize said Images without purchasing them from LifetimeStock.
If you require any of the foregoing rights, please contact LifetimeStock Customer Service at email@example.com.
1.3 CREDIT AND COPYRIGHT NOTICES
1.3.1 The use of Images in an "editorial" context, shall be accompanied by an adjacent credit to LifetimeStock in substantially the following form:
"Image by LifetimeStock.com"
1.3.2 If and where commercially reasonable, the use of Images in Merchandise or a Production shall be accompanied by a credit to LifetimeStock in substantially the following form:
"Image(s) used under license from LifetimeStock.com"
2. WARRANTIES AND REPRESENTATIONS
2.1 InteractiveStock/LifetimeStock warrants and represents that its contributors have granted it all necessary rights in and to the Images to grant the rights set forth in Part I as applicable.
2.1.2 Images in its original unaltered form and used in full compliance with these TOS and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.
2.2 While InteractiveStock makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Images designated "Editorial Use Only", InteractiveStock MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; OR III) Images DESIGNATED "EDITORIAL USE ONLY". For the sake of clarity, InteractiveStock will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, or the use of Images designated Editorial Use Only.
2.3 InteractiveStock MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.
3. INDEMNIFICATION AND LIABILITY
3.1 Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with InteractiveStock, InteractiveStock will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer's direct damages arising from a third-party claim directly attributable to InteractiveStock's breach of the express warranties and representations made in Part II hereof, together with associated expenses (including reasonable attorneys' fees). Indemnification is conditioned upon you notifying InteractiveStock, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Images at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to InteractiveStock at firstname.lastname@example.org, with a hard copy to InteractiveStock, 3105 W Tompkins Ave, Las Vegas, NV 89103, Attention: General Counsel, via certified mail, return receipt requested; or ii) overnight courier, recipient's signature required. InteractiveStock shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with InteractiveStock in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that InteractiveStock is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to InteractiveStock having a reasonable opportunity to analyze such claim's validity.
3.2 InteractiveStock shall not be liable for any damages, costs or losses arising as a result of modifications made to the Images or due to the context in which the Images is used by you.
3.3 Limits of Liability: InteractiveStock's total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of Customer's shall be equal to your purchase price of your image subscription. If you have not paid InteractiveStock any amounts in the subscription period during which you first assert any such claim, InteractiveStock's sole and exclusive liability shall be limited to ten dollars ($10).
If you have questions about the foregoing, please contact Customer Service via email at email@example.com.
3.4 You will indemnify and hold InteractiveStock, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Images other than the uses expressly permitted by these TOS. You further agree to indemnify InteractiveStock for all costs and expenses that InteractiveStock incurs in the event that you breach any of the terms of this or any other agreement with InteractiveStock.
4. ADDITIONAL TERMS
4.1 Except when required by law, InteractiveStock shall be under no obligation to issue refunds under any circumstances. In the event that InteractiveStock determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase.
4.2 "Non-transferable" as used herein means that except as specifically provided in these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Images or the right to use Images. You may however, make a one-time transfer of Images to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Images subject to the terms and conditions herein. If you become aware that any Social Media Website uses any Images in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Images from such Social Media Site, and to promptly notify InteractiveStock of each such Social Media Website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Images. If you become aware of any unauthorized duplication of any Images please notify us via email at firstname.lastname@example.org.
4.3 If you use any Images as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to InteractiveStock, upon InteractiveStock's reasonable request.
4.4 Arbitration. All controversies, disputes, demands, counts, claims, or
causes of action between InteractiveStock and you, including disputes arising
shall exclusively be settled through binding arbitration. Arbitration shall be
subject to the Federal Arbitration Act and not state arbitration law. The
arbitration shall be conducted before one commercial arbitrator with substantial
experience in resolving similar disputes. The matter may be arbitrated either by
JAMS or the American Arbitration Association (“AAA”), as mutually agreed upon by
the parties or selected by the party filing the claim. As modified by these
arbitration shall be subject to the then current rules of JAMS or AAA (whichever
is arbitrating the dispute), for commercial arbitration and, if the arbitrator
deems it appropriate, consumer disputes. You are thus GIVING UP YOUR RIGHT TO GO
TO COURT to assert or defend your rights EXCEPT for matters that may be taken to
small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and
NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration
procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT.
Arbitrator decisions are as enforceable as any court order and are subject to
VERY LIMITED REVIEW BY A COURT.
You and InteractiveStock must abide by the following rules: (a) at your election, any in-person arbitration hearing may take place in the federal judicial district of your residence; (b) if your claim is for $10,000 or less, instead of an in-person hearing, you may choose whether the arbitration will be conducted solely on the basis of documents or through a telephonic hearing; (c) the arbitrator’s ruling is binding and not merely advisory; (d) ANY CLAIMS BROUGHT BY YOU OR InteractiveStock MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, PRIVATE ATTORNEY GENERAL OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (e) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, (f) THE ARBITRATOR SHALL NOT AWARD CLASS-WIDE RELIEF; (g) InteractiveStock will pay the arbitration costs as required by the rules of JAMS or AAA (depending upon which is arbitrating the dispute), and in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, InteractiveStock will pay as much of your arbitration filing and hearing fees as the arbitrator deems is necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (h) the arbitrator may award any damages or other relief or remedies that are permitted by applicable law; and (i) each side pays his, her or its own attorneys’ fees and costs unless the claim(s) at-issue permit the prevailing party to be paid its fees’ and litigation costs, and in such instance any fees’ and costs awarded by the arbitrator shall be determined by applicable law, statute, regulation, or case law.
Notwithstanding the foregoing, either you or InteractiveStock may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in the State of Delaware. With the exception of subparts (d) - (f) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subparts (d) - (f) are found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor InteractiveStock shall be entitled to arbitration. In the event this agreement to arbitrate is held unenforceable, or in the event both AAA and JAMS refuse to arbitrate the Dispute, all controversies, disputes, demands, counts, claims, or causes of action between InteractiveStock and you shall be exclusively brought in the state or federal courts located in the State of Delaware.
For more information on AAA, its rules and procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, its rules and procedures, and how to file an arbitration claim, you may call JAMS at 800.352.5267 or visit the JAMS website at http://www.jamsadr.com/.
4.5 If you are entering into these TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to InteractiveStock for any breaches of the terms of these TOS.
4.5 The number of Images downloads available to you is determined by the product you purchase. For the purposes of these TOS, a month is defined as thirty (30) consecutive days beginning on and including the date that you purchase your product; a year is defined as three hundred sixty five (365) consecutive days beginning on and including the date that you purchase your product.
4.6 If any individual term of these TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the TOS, so that these TOS shall otherwise remain in full force and effect.
4.7 It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
4.8 In the event that you breach any of the terms of this or any other agreement with InteractiveStock, InteractiveStock shall have the right to terminate your account without further notice, in addition to InteractiveStock's other rights at law and/or equity. InteractiveStock shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
4.9 Except as expressly set forth herein, InteractiveStock grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be visible in the Images, music or other audio in footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Images. InteractiveStock only has model or property releases where expressly indicated on the InteractiveStock website.
4.10 InteractiveStock's liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Images is licensed or used by you.
4.11 Except as specifically provided in Part III hereof, in no event, will InteractiveStock's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the InteractiveStock websites and/or Images contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by InteractiveStock from you for the applicable Images license.
4.12 Neither InteractiveStock nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or 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 Images, InteractiveStock's breach of this agreement, or otherwise, unless expressly provided for herein, even if InteractiveStock has been advised of the possibility of such damages, costs or losses.
4.13 Except as expressly set forth in Part II, all Images is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Images may contain elements that require additional clearance if the Images is modified or used in a particular context. If you make such modification or use Images in such context, you are solely responsible for obtaining any additional clearances thereby required.
4.14 InteractiveStock does not warrant that the Images, InteractiveStock websites, 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 Images is solely with you.
4.15 In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting InteractiveStock, InteractiveStock will promptly file a complaint with www.ic3.gov, the internet crime complaint center, a partnership between the Federal Bureau of Investigation (FBI) and the National White Collar Crime Center.
Effective July 28, 2015