Shadowflix Royalty-Free End User License Agreement.
- This License agreement is a legal and binding agreement (“Agreement”) between You (“LICENSEE”) K.R.-Shadowflix . d/b/a. SHADOWFLIX. This license agreement applies to license(s) issued online (The “AGREEMENT”). The term Licensee includes the client if the agent is acting on behalf of the client and provided both agent and client are jointly and severally liable to Shadowflix under this (“AGREEMENT”)
- 1.1. “Images” means all types of visual content, including without limitation still photography, motion film or video and may include audio elements, whether generated optically, electronically, digitally, or by other means, and shall include metadata, keywords, descriptions and captions associated therewith. Any reference to images include the whole or the part.
- Includes any form of copying or publication of the whole or part of any Image whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist’s illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Image (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting image may not appear to a reasonable person to be derived from the original Image.
- Means a model or property release or any other release of a third party right or other permission which it is necessary or desirable to obtain in respect of any Image.
1.4. License Fee
- Means any sum or sums payable to Shadowflix by you in respect of the Licence.
2. Contracting parties
- The parties to this contract are Shadowflix and You, (“Licensee”)
3. Grant of rights and restrictions
- 3.1. Shadowflix grants to you a non-exclusive and non-assignable right to Reproduce the Image(s) on a worldwide and perpetual basis solely as part of the following (or as otherwise agreed in writing by Shadowflix):
- 3.1.1. advertising and promotional materials (including packaging);
- 3.1.2. online or other electronic distribution systems (including web page design, but subject to clause 3.8) up to a maximum resolution of 72 dpi;
- 3.1.3. broadcasts or theatrical exhibition;
- 3.1.4. any products (including for-sale products) or publications (electronic or print), subject to clause 3.8; and/or
- 3.1.5. materials for personal, non-commercial use and test or sample use, including comps and layouts. Please note, not all of Shadowflix’s Images have Releases. It is your responsibility to check that all necessary Releases have been secured (see clause 8.3 below).
- When exercising this right you must ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Image
3.2. You may alter, crop, manipulate and create derivative works from the Image(s), so long as you ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Image.
- 3.3. The Image(s) may be shared by creating an image library, network configuration or other similar arrangement so long as no more than ten (10) individuals employed by the same entity have access to the Image(s) This is not a “simultaneous users licence”, in other words you may not have more than ten (10) specific people access the Image(s) even if only ten (10) people are accessing theImage(s) at any particular time. For the Image(s) to be used by more than ten (10) individuals you must first contact Shadowflix to negotiate an extension of the Licence.
- 3.4. If you are an intermediary (for example an advertising agency) you may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but you may sub-license an Image as part of a derivative work (for example an advertisement) to your clients. Should your clients wish to incorporate the Image in their own work they must contact Shadowflix to purchase a licence.
- 3.5. The Image(s) as stored and shared by you must retain the copyright symbol, the name of Shadowflix, the Image(s)’ identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Image(s).
- 3.6. The Image(s) may not be distributed by a mobile phone device in a way that would allow any third party to download, extract or access the Image(s) as a standalone file.
- 3.7. You must not incorporate Images (or any part of them) into a logo, trade mark or service mark without Shadowflix’s written permission.
- 3.8. The Image(s) may not be sublicensed, resold or otherwise made available for downloading, use or distribution separately. For example, the Image(s) may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users. Similarly, your customers may be provided with copies of the Image(s) as an integral part of work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately.
- 3.9. If any Image featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model in the Image would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement indicating that the person is a model and the Image is being used for illustrative purposes only.
- 3.10. Shadowflix does not warrant the accuracy of the captioning, key wording or any other information associated with the Image(s).
- 3.11. You may not use the Image(s) in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third party intellectual property or privacy rights, whether directly or in context or by juxtaposition with other materials.
- 3.12. You must abide by any restriction on use notified to you by Shadowflix before, after or at the time of delivery of the Image(s), either in the information accompanying the Image(s), the Invoice or otherwise.
- 3.13. Shadowflix, after reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Image(s) to ensure that the Image(s) are being used in accordance with this Agreement.
4. Credit and Copyright issues
- 4.1. No ownership or copyright in any Image shall pass to you by the issue of the Licence.
- 4.2. Unless otherwise agreed in writing, if any Image is reproduced by you for editorial purposes (i.e., for any non-promotional purpose) you must include the credit line “(Photo by KR- Shadowflix or Shadowflix.com). If a credit line is omitted then an additional fee equal to one hundred percent (100%) of the original amount invoiced attributable to the Image in question shall be payable by you.
- 4.3. Shadowflix’s copyright notice and image identification reference which appear in the Image file must remain with your digital copy of the Image at all times. You will retain the copyright notice, the name of Shadowflix and any other information or metadata that is embedded in the electronic file that comprises any Image which you have downloaded from the Website or otherwise received from Shadowflix. Failure to maintain the integrity of the copyright information will constitute a breach of this Agreement.
- 4.4. In connection with the use of “Shadowflix” or any other of Shadowflix’s trade names, trademarks, logos or service marks, including the names of all Image collections (“Marks”), you acknowledge and agree that (i) such Marks are and shall remain the sole property of Shadowflix – nothing shall confer upon you any right of use in or to the Marks; and you shall not now or in the future contest the validity of the Marks.
- 4.5. You will immediately notify Shadowflix if you become aware or suspect that any third party has gained access to the Images through you, is wrongfully using the Images, in whole or in part, or is violating any of Shadowflix,s intellectual property rights, including, but not limited to, trademarks and copyrights.
5. Warranty and limitation of liability
- 5.1. Shadowflix guarantees that should any Image have defects in material or workmanship and these are notified in writing to Shadowflix within thirty (30) days from the date of delivery of the Image then Shadowflix will either replace the Image with another digital copy of the Image free from defect or refund the License Fee paid by you to the extent attributable to the defective Image, at Shadowflix’s option.
- 5.2. Shadowflix makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Shadowflix shall not be liable to you or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Shadowflix, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if Shadowflix has been advised of the possibility of such damages, costs or losses. Shadowflix’s maximum liability arising out of or in connection with your use of or inability to use the Image (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to five (5) times the value paid by you for the relevant Image.
- 5.3. The terms of clause 5.2 shall not preclude any liability or claim for death or bodily injury or any claim arising from willful default or gross negligence on the part of Shadowflix or any of its employees, agents or otherwise. Each provision of clause 5.2 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.
- No Reproduction of any Image is authorised until payment in full has been received by Shadowflix. Any Reproduction by you or on your behalf prior to payment being received by Shadowflix constitutes a breach of this Agreement which entitles Shadowflix immediately to terminate this Agreement and further constitutes an infringement of copyright.
- You agree to indemnify and hold Shadowflix harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorized use of any Image supplied to you by Shadowflix or any other breach by you of any of your obligations under this Agreement.
8. Release information
- 8.1 Shadowflix gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image(s).
- 8.2 Shadowflix gives no representations or warranties whatsoever with respect to the use of names, trade marks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image.
- 8.3. You must satisfy yourself that all Releases as may be required for Reproduction of the Image(s) have been secured. You are solely responsible for obtaining all such Releases and the Licence is conditional in each case on your obtaining them. If you are unsure as to whether any Releases are needed for your Image usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by Shadowflix’s employees or representatives save as set out in this Agreement.
9. Licence fee
Use of an Image in a manner not specifically authorized under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and an infringement of copyright.
10. Cancellation Policy for Royalty-Free Images:
All licenses are final; no refunds or credits will be allowed. Downloading of the image is considered to be the complete fulfillment of Shadowflix obligations.
Except as required by law both parties shall procure that all confidential information disclosed by one party to the other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party’s knowledge, possession or control shall not be used for any purposes other than those required or permitted by this Agreement and shall remain confidential and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Agreement and then only under appropriate confidentiality provisions approved by the other party. For the purposes of this agreement confidential information shall include without limitation that relating to the business of a party, its business systems, pricing, trade secrets, business processes and client and supplier lists. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of either party.
12. Condition of Images
You should make sure that you examine the Image(s) for possible defects (whether digital or otherwise) before sending the Image(s) for Reproduction. Subject to clause 5.1, Shadowflix shall not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Image or its caption or in any way from its Reproduction.
13. Miscellaneous terms
The Licence will terminate immediately if you (a) enter into voluntary or compulsory liquidation, (b) have a receiver appointed or (c) fail to perform any of your obligations under the Agreement within 28 days of our giving you notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Image shall constitute an infringement of copyright.No variation of any of these Terms shall be effective unless in writing and signed by Shadowflix and you. No action of Shadowflix, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that Shadowflix waives any specific part of this Agreement, such fact does not mean that any other part is waived. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the terms of this Agreement shall prevail.Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.This agreement, its validity and effect, shall be interpreted under and governed by the laws of Uruguay and be subject to the exclusive jurisdiction of the Uruguayan courts. If Shadowflix is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Shadowflix in respect of all reasonable legal fees and costs incurred by Shadowflix in relation thereto.