Stock Photos, Royalty Free Images and Stock Photography

Jupiterimages Royalty Free License Agreement

THESE TERMS OF USE INCLUDE THE JUPITERMEDIA CORPORATION PRIVACY POLICY(HYPERLINK), WEB SITE USER AGREEMENT(HYPERLINK), AND JUPITERIMAGES UNLIMITED END USER LICENSE AGREEMENT(HYPERLINK BELOW), EACH OF WHICH IS INCORPORATED HEREIN ITS ENTIRETY INTO THESE TERMS OF USE BY REFERENCE, TO WHICH YOU ARE INDICATING YOUR AGREEMENT AND ACCEPTANCE TO BE BOUND BY THE PROVISIONS THEREOF, BY WAY OF YOUR USE OF THE WEB SITE OR YOUR DOWNLOADING AND/OR USING ANY IMAGE(S).

JI UNLIMITED END USER LICENSE AGREEMENT
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, AND EACH OF ITS SUBSIDIARIES, AFFILIATES AND/OR DISTRIBUTORS, AS THE CASE MAY BE. THIS JI UNLIMITED END USER LICENSE AGREEMENT (“AGREEMENT”) APPLIES, WITHOUT LIMITATION, TO THE WEBSITE CURRENTLY LOCATED AT JIUNLIMITED.COM AND ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING. 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).

Definitions. As used herein:
1. "Image(s)" means any photograph or image owned by JUPITERIMAGES as part of the "Jupiterimages Unlimited" Subscription (as defined below). This definition of "Images" shall be deemed to be automatically amended to include any new photographs or images added to, or removed from, the Subscription throughout the Term. JUPITERIMAGES reserves the right to add to or subtract Images from the Subscription at any time, at its sole discretion.
2. "Subscription" means an on-line subscription to www.jiunlimited.com whereby JUPITERIMAGES grants a license to use the Images in accordance with this Agreement.
3. "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.
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 Agreement.
Grant of License and Number of Users.
JUPITERIMAGES hereby grants you, the non-exclusive, non-transferable, worldwide, right and license to access the Subscription and use the Images subject to the terms of the Agreement and the Web Site User Agreement. YOU ARE GRANTED A ONE (1) PERSON SEAT LICENSE FOR USE OF THE IMAGES. THIS IS NOT A SIMULTANEOUS USE LICENSE. ONLY ONE (1) USER MAY ACCESS THE SUBSCRIPTION OR USE IMAGES, AS APPLICABLE. EACH USER SHALL BE REQUIRED TO HAVE A SEAT LICENSE. SEAT LICENSES SHALL BE REQUIRED FOR ANY ADDITIONAL “USER(S)”. In such cases, please contact your sales representative as you will require a multiple seat license. Employees/consultants of your company who are not Users may view the Images for approval purposes only without purchasing additional seat licenses.
Permitted Uses. Users may, subject to Section D below:
1. 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 F (III).
2. 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).
3. Use the Image(s) 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).
4. Modify or alter the Image(s) as necessary for your use, subject to the terms of Section I below 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, and that 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.
5. Use the Image(s) as décor in an office, lobby, public area, restaurant, or retail store.
6. Use the Image(s) as design elements in video, film, or television broadcasts.
7. Use the Image(s) in connection with your business or entity, e.g. corporate identity documents and letterhead, except as prohibited below.
8. Use the Image(s) for any other uses approved in writing by JUPITERIMAGES.
Prohibited Uses: You may NOT:
1. Sublicense, distribute, transfer or assign the Image(s) or rights to the Image(s).
2. Reverse engineer, decompile, translate, or disassemble any part of the Image(s).
3. Copy or reproduce the Image(s), except as specifically provided for in Section D.
4. Remove any copyright, trademark or watermark from any place where it appears on the Image(s).
5. 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.
6. 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.
7. 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.
8. Use the Image(s) in a product or service whereby the Image(s) can be used apart from a product or service.
9. 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.
10. Use the Image(s), or resell 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.
11. 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.
12. 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 (hyperlink to http://www.jupiterimages.com/help.aspx?layout=37#sensitive) 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.
13. Stockpile, download, or otherwise store Images not used during the Subscription term for future use.
Additional Terms.
1. JUPITERIMAGES reserves the right to (a) not permit use of any Image(s) for any reason whatsoever; and (b) notify you that certain Image(s) are no longer available for use. Upon such notification, the license granted under this Agreement to use such Image(s) shall automatically and immediately terminate.
2. All other rights not expressly granted to you are reserved solely for JUPITERIMAGES.
3. JUPITERIMAGES requests the copyright notice “© [insert current year] Jupiterimages Corporation” appear adjacent to the Image(s) or on a credit page.
4. JUPITERIMAGES reserves the right to replace Image(s) with an alternative Image for any reason. Upon notice of such replacement, the licensed granted under this Agreement for the replaced Image(s) immediately, and automatically, terminates for any use of the Image(s) that does not already exist, and this 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.
Payment.
You agree to pay all Subscription 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.
Termination and Cancellation.
1. This Agreement will terminate, upon five (5) days written notice from JUPITERIMAGES, if you breach or otherwise fail to comply with any provision of this Agreement.
2. JUPITERIMAGES may, in its sole discretion: (a) monitor, as frequently as JUPITERIMAGES determines, anything you download from the www.jiunlimited.com Web site, (b) track any abuse of your username(s) and password(s), (c) suspend or terminate your Subscription, without notice, if JUPITERIMAGES believes to be there is a violation of this Agreement and/or any abuse of your username and password.
3. If You wish to cancel the rights granted in this Agreement, the following apply:
  1. In the case of lump sum payment, You may receive a refund of fifty percent (50%) of the pro-rata amount of the Subscription fees remaining on the Subscription Term as of the date of cancellation.
  2. In the case of monthly payments, You will be charged fifty percent (50%) of the balance of the unpaid Subscription fees for the remainder of the Term (“Cancellation Fee”). For example, if Your Subscription fee is $1,000.00 for the Term and you cancel your Subscription after six (6) months, You will be charged $250.00 as a Cancellation Fee (50% of the $500.00 unpaid balance).
  3. You shall be solely responsible for any, and all, shipping and handling fees with regard to a cancellation, if any. All cancellations are final.
4. Upon cancellation or termination of this Agreement with respect to any Image(s) licensed hereunder, You agree to (a) destroy all copies and archives of the Image(s), (b) cease using the Image(s) for any purpose, and (c) confirm to JUPITERIMAGES in writing that you have complied with these requirements.
5. Upon expiration Subscription Term, with respect to Images you have not incorporated into a product or service during the Subscription Term, You agree to (a) destroy all copies and archives of the Image(s) and (b) not use the Image(s) for any purpose. Notwithstanding the foregoing, after expiration of the Subscription Term, you may continue to use any Image(s) incorporated into a product or service during the Subscription Term, including without limitation incorporation into a different product or service, provided you use the Image(s) in accordance with the terms of this Agreement. If you are an agent entering into this Agreement, accessing the Subscription and using the Image(s) on behalf of a single client, this continued use, including in a different product or service, may be exercised by (i) the single client, and (ii) you solely to the extent you are doing work on behalf of and authorized by that single client. If you are an agent entering into this Agreement to access the Subscription and use the Image(s) on behalf of more than one client, this continued use, including in a different product or service, may be exercised solely by you. In this instance, your client(s) may continue to use the same product or service that integrated the Image(s) during the Subscription Term, but not the Image alone or as integrated into a different product or service.
Warranty and Limitation of Liability
1. JUPITERIMAGES represent and warrants that:
  1. it has the right to enter into this Agreement and to grant the rights hereunder;
  2. 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
  3. 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.
2. DISCLAIMER OF WARRANTY. EXCEPT AS 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 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).
3. You represent, warrant and covenant that:
  1. You are at least eighteen years of age and have the full right and authority to enter into this Agreement on behalf of you and/or your company, employer or principal;
  2. 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;
  3. You will not use the Image(s) in any way that is not permitted by this Agreement;
  4. Your use of the Image(s) will not violate any applicable law or regulation of any country, state, or other governmental entity;
  5. 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;
  6. 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;
  7. If you are acting as an agent, you must inform your client/principal of the terms of this Agreement; and
  8. You will hold all passwords for the 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 (a) terminate this Agreement immediately, (b) retain all payments paid pursuant to this Agreement and, (c) seek any legal or equitable remedies.
Limitation Of Remedies
1. 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 K 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.
Indemnification
1. 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 any breach of any of the terms of this Agreement.
2. 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 G 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 K unless you promptly provide JUPITERIMAGES with written notice of such claim.
3. 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.
General
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. Severability. If any of the provisions contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby.
7. Relationship of the Parties. Each party is acting as an independent contractor and not as an agent, partner, or joint venture with the other party for any purpose. Neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.
8. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.
9. All Amendments in Writing. No provisions in either party’s purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.
10. Publicity Releases. Neither party shall refer to the other or to this Agreement in publicity releases or advertising without securing the prior written approval of the party whose name is to be used, which approval shall not be unreasonably withheld.
11. Force Majeure Event. Unless continuing for a period of ninety (90) consecutive days, or unless involving the payment of amounts due under this Agreement, no default, delay or failure to perform on the part of either party shall be considered a breach of the Agreement if such default, delay or failure to perform is shown to be due entirely to an event of force majeure, or to causes beyond the reasonable control of the defaulting party including without limitation, strikes, riots, civil disturbances, actions or inactions concerning governmental authorities, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or default of a common carrier, always provided that the party so relieved of its obligations shall take reasonable steps to prevent, correct or amend such act or event which renders such obligations impossible.
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' WEBSITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.

May 2007