STAYSOCK.COM IMAGE LICENSE AGREEMENT
- Stay Stock grants you a personal, non-exclusive, non-transferable (except as herein provided) right, throughout the world, in perpetuity, to use and reproduce Images, subject to the limitations set forth herein. You may however transfer Images to a third party for the sole purpose of causing such third party to produce and/or manufacture your goods incorporating Images. Stay Stock does not abdicate ownership of the Image or Images through the granting of any right or license. All other rights to the Image or Images, including ownership and other intellectual property rights, remain with Stay Stock.
- This Agreement grants you the right to do the following:
- Use an Image or Images as prints, posters, postcards (i.e. a hardcopy) and other reproductions for your own personal use and display, including display in commercial settings, provided such hardcopies are not resold or otherwise distributed.
- Incorporate an Image or Images into advertising materials, posters and tradeshow signage for use in promoting the sale of other products or services (as opposed to promoting the sale of the prints, posters, etc containing the Image or Images), provided that the Image is an integrated, supportive part of your project or product and not the definitive part of such prints and/or posters and/or reproductions and further provided that the print or manufacture of such prints, poster or reproductions does not exceed 500,000 copies in the aggregate.
- Use an Image or Images in magazines, newspapers, books, book covers, textbooks, editorials and directories for editorial and/or advertising purposes, provided that the print or manufacturing of such magazines, newspapers, books, book covers, textbooks, editorials and directories does not exceed 500,000 copies in the aggregate.
- Incorporate an Image or Images on website, provided that no Image or Images are displayed as part of a gallery, collection, album, archive, scrapbook or other aggregation of individual images.
- Incorporate an Image or Images on letterhead and business cards, pamphlets, brochures, and catalogs provided that the Image or Images are not used as a logo, service mark or trademark, and further provided that no individual image is reproduced more than 500,000 times in the aggregate.
- Use an Image or Images in coordination with opt-in email marketing. However, the Image or Images cannot be used in connection with unsolicited email or linked to from unsolicited email.
- Use an Image or Images in multimedia presentations and incorporate them into film and video.
- Incorporate an Image or Images into software as a background Image or Images, including for use in video games, phone applications and device firmware, provided that the Image or Images or any digital files containing the Image or Images cannot be unincorporated from the software.
- Any other uses as approved in writing by Stay Stock.
- You are not permitted to use the Images for anything not expressly mentioned in the Section 2 permitted uses. For increased clarity (though not to limit the types of prohibited use), you are not permitted to:
- Make an Image or Images available for free download in any form on any device.
- Transfer, sublicense, convey or resell an Image or Images to third parties or to allow third parties access to the Image or Images for further use or modification.
- Use, reproduce, distribute or display an Image or Images in connection with any goods or services intended for resale or distribution which primary value lies in the work Image or Images themselves, including, without limitation, mugs, t-shirts, posters, greeting cards or other merchandise without negotiating a separate license agreement with Stay Stock.
- Use an Image or Images to create an official logo, company name, service mark or trademark.
- Use an Image or Images in connection with any pornographic content or on-line or other promotional material for adult entertainment.
- Use an Image or Images to promote racism or other discriminatory practices or in a manner that could be considered libelous, slanderous or otherwise defamatory.
- Use an Image or Images for any illegal purpose.
- Use an Image or Images for SPAM mailings.
- Use an Image or Images in a manner that would reasonably imply that the creator of the Image or Images, or the persons or property (if any) appearing the Image or Images, endorse any political, economic or other opinion based movement or parties.
- The extent the source code is contained within the Image or Images, reverse engineer, decompile, or disassemble any part of the source code.
- Install and use the Image or Images in more than one location at a time.
- Either individually or in combination with other Images, reproduce an Image or Images in excess of 500,000 times without negotiating a separate license agreement with Stay Stock.
You shall pay all fees in accordance terms and fees section of the Stay Stock website.
You agree to indemnify and hold Stay Stock, its officers, employees, shareholders, directors, managers, members, and contributors, harmless against any damages or liability of any kind arising from any use of an Image or Images by you or by any other party that received a copy of the Image or Images from you. You further agree to indemnify Stay Stock for all costs and expenses that we incur in enforcing the terms of this Agreement.
Limitation of Liability
STAY STOCK'S LIABILITY FOR DAMAGES TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED THE AGGREGATE FEES PAID BY YOU TO STAY STOCK FOR THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. STAY STOCK SHALL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, PROFITS OR USE OF THE IMAGE OR IMAGES, WEBSITE OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE IMAGE OR IMAGES, WEBSITE OR SERVICES WITHOUT REGARD TO WHETHER STAY STOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
Representations and Warranties
Stay Stock warrants that: (a) your use of an Image or Images in accordance with this Agreement and in the form delivered by Stay Stock will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (b) all necessary model and/or property releases for use of the Image or Images in the manner authorized under this Agreement have been obtained.
- Term of the Agreement
- The Agreement shall continue in perpetuity unless terminated in accordance with this Section. Stay Stock may, at any time, terminate this Agreement with respect to any Image or Images in the event of any breach by you of any your representations, warranties or obligations under this Agreement. You may at any time terminate this Agreement. The terminating party shall notify the other in the event it, he or she terminates this Agreement. Stay Stock shall also have the right, in its sole discretion, to deny the downloading of any Image or Images from the StayStock.com website. Upon termination of a license for any particular Image or Images, you shall immediately cease using the Image or Images, destroy, delete or remove the Image or Images from your premises, computer systems and storage (electronic and physical).
- Stay Stock reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Image or Images with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Image or Images immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Image or Images. You agree not to use the replaced Image or Images for future products and to take all reasonable steps to discontinue use of the replaced Image or Images in products that already exist.
- Effect of Termination
Upon the termination of this Agreement, you shall cease using the Image or Images and destroy all copies of the Image or Images, and all derivative works and related materials (if any), in your possession or control. Termination of this Agreement shall not relieve you from any payment obligations that may have arisen prior to such termination. The provisions of Sections 1, 2, 3, 5, 6, 7, 8 and 10 shall survive the termination of this Agreement.
- General Provisions
- Assignment - This Agreement and the rights and obligations hereunder, may not be assigned, in whole or in part by you, without the prior written consent of Stay Stock and any unauthorized assignment or transfer shall be void. Stay Stock shall have the right to assign this Agreement to a successor. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto.
- Independent Contractor - Nothing contained in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
- Force Majeure – We shall not be liable for delays or failures in performance of obligations under this Agreement, resulting from events beyond its reasonable control, including without limitation “acts of God,” fire, flood, riots, new laws which prevent the carrying out of the Services, the results of terrorist activity, failures of third party suppliers, and electronic and other power failures
- Notices -Any notice or communication from one party to the other shall be in writing and either personally delivered or sent via facsimile or certified mail, postage prepaid and return receipt requested, addressed to such other party at the address specified within the Stay Stock site or affiliated with you on your user account or at such other address as such party may from time to time designate in a notice to the other party. All notices shall be in English and shall be effective upon receipt.
- Warranties - Except as expressly set forth in this Agreement, we expressly disclaim any warranty, express or implied, including but not limited to any implied warranty of merchantability and fitness for a particular purpose.
- Waiver - The failure by either Party to insist upon strict performance of any provision of this Agreement shall in no way constitute a waiver of rights under this Agreement, at law or in equity.
- Severability - It is the intent of the Parties that the provisions of this Agreement shall be enforced to the fullest extent permitted by applicable law. To the extent that the terms set forth in this Agreement or any word, phrase, clause or sentence is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified, deleted or interpreted in such a manner so as to afford the Party for whose benefit it was intended the fullest benefit commensurate with making this Agreement as modified, enforceable and the balance of this Agreement shall not be affected thereby, the balance being construed as severable and independent.
- Governing Law, Jurisdiction and Venue - This Agreement shall be governed by and construed in accordance with the laws of Queensland, Australia. In the event of any conflict between foreign laws, rules and regulations and those Australia, the laws, rules and regulations of Australia shall govern. Exclusive jurisdiction and venue for any litigation arising under this Agreement is in the courts located in Queensland, Australia and both parties hereby consent to such jurisdiction and venue for this purpose.
- Acknowledgement - IN ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGES THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND HAVE HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF STAY STOCK AGREEING TO PROVIDE THE FILES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.