Image Revolver Content License Agreement

THIS IS A FAIRLY LENGTHY DOCUMENT CONTAINING MANY IMPORTANT PROVISIONS THAT AFFECT YOUR RIGHTS AND OBLIGATIONS. BY CHECKING THE CORRECT BOX AT THE END OF THIS CONTENT LICENSE AGREEMENT (THIS “AGREEMENT”), YOU HEREBY AGREE TO BE BOUND BY IT. WE ENCOURAGE YOU TO PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

This Agreement governs the terms by which members and clients of Image Revolver obtain the right to use photographs and illustrations provided by members of the Image Revolver community through the web site located at www.imagerevolver.com (the “Site”).

1. Background of Agreement

In this Agreement: “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates “Content” means any photograph or illustration provided on the Site, together with any accompanying material. If you are entering into this agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so.

2. Standard License Terms

We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Image Revolver or the supplier of the Content, as the case may be.

3. Permitted Standard License Uses:

You may only use the Content for those specified purposes which are Permitted Uses (as defined below). Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.

Only you are permitted to use the Content, although you may transfer files containing Content to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content.

Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:

1. As prints, posters (i.e. a hardcopy) and other reproductions for your own personal, non-commercial use and display, not for resale, download or distribution
2. As toolbar skins, screensavers and mobile phone "wallpaper" for your own personal, non-commercial use, not for resale, download or distribution
3. On letterhead and business cards, pamphlets, brochures, catalogs and on pop up and/or panel displays for use in conventions and trade shows, provided that no individual Image is reproduced more than 250,000 times in the aggregate
4. In the artwork for the packaging of any product provided that the print and/or manufacturing run does not exceed two hundred fifty thousand (250,000) copies in the aggregate
5. Advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or license) provided that the print and/or manufacturing run does not exceed two hundred fifty thousand (250,000) copies in the aggregate
6. Entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations, provided that the print and/ or manufacturing run does not exceed two hundred fifty thousand (250,000) copies in the aggregate
7. On-line or electronic publications, including web pages to a maximum of 800 x 600 pixels
8. Any other uses approved in writing by Image Revolver

4. Standard License Prohibitions

You may not:

1. Use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit
2. Use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of "on demand" products, including postcards, mugs, t-shirts, posters and other items
3. Use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo
4. Incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file
5. Use the Content in a manner that is reasonably considered by Image Revolver to be pornographic, obscene, immoral defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute
6. Use the content in a manner that is reasonably considered by Image Revolver to be offensive or unflattering to any person reflected in the Content
7. Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement
8. Use or display the Content in any format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement
9. Use the Content for editorial purposes without including the following credit adjacent to the Content: “Image Revolver.com/Artist’s Member Name”

5. Term of Agreement

This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Image Revolver if at any time you fail to comply with any of its terms. Upon termination, you must immediately cease using the Content and for any purpose and destroy or delete all copies and archives of the Content or accompanying materials.

6. Limited Representations and Warranties

Image Revolver grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Content. While we have made reasonable efforts to correctly categorize and keyword the Content, Image Revolver does not warrant the accuracy of such information.

THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IMAGE REVOLVER DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT IMAGE REVOLVER) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.

7. Limitation of Warranties and Liability

Image Revolver’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows:

1. You may, upon request to Image Revolver, be permitted to download the Content again, at a location Image Revolver will provide for you;
2. If you continue to be unable to download the Content, Image Revolver will refund the fee actually paid by you for such Content, provided Image Revolver determines in its sole and absolute discretion that you have been unable to download such Content successfully.

IN NO EVENT SHALL IMAGE REVOLVER OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. Indemnification

You agree to indemnify, defend and hold Image Revolver, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Image Revolver Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Image Revolver Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

9. General Provisions

Image Revolver’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

This Agreement is personal to you and is not assignable by you without Image Revolver’s prior written consent. Image Revolver may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

This Agreement will be governed under the laws of the United States. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

10. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF IMAGE REVOLVER AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND IMAGE REVOLVER, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND IMAGE REVOLVER RELATING TO THE SUBJECT OF THIS AGREEMENT.