Stock Image License Agreement

This Agreement governs the terms by which a buyer obtains the right to use the Stock Images sold by Vector-conversions.com (the "Site"). The Stock Image License Agreement does not apply to the Custom Vectorization Service offered by Vector-Conversions.com; a service which includes Vectorization of images owned by customer.

1. Background of Agreement

(a) This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By purchasing and downloading a Stock Image from Vector-conversions.com you accept this Agreement either for yourself or on behalf of your employer and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not download the Stock Image.

(b) In this Agreement: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer, then “you” means that employer or entity and affiliates; (ii) “Vector Conversions” or “we” means Gomez Graphics Vector Conversions, operator of the Site; and (iii) “Stock Image” means any illustration, photographic image, or vector graphic that you are downloading from the Site.

2. License Terms

We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Stock Image 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 Stock Image, including, without limitation, all copyright and other intellectual property rights relating to the Stock Image, are retained by Gomez Graphics Vector Conversions.

3. PermittedLicense Uses

(a) You may only use the Stock Image for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Stock Image in products for resale, license or other distribution, or (ii) if the original Stock Image has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Stock Image nor is the Stock Image capable of being downloaded, extracted or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a “Permitted Derivative Work” for the purposes of this Agreement). For example, you cannot superficially modify the Stock Image, print it on a t-shirt, mug, poster, template or other item, and sell it to others for consumption, reproduction or re-sale. These uses will not be permitted as or constitute Permitted Derivative Works. If there is any doubt that a work is a Permitted Derivative Work, you should contact Gomez Graphics Vector Conversions for other purchasing options. Any use of the Stock Image that is not a Permitted Use shall constitute infringement of copyright.

(b) Seat Restrictions. Only you are permitted to use the Stock Image, although you may transfer files containing Stock Image or Permitted Derivative Works 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 Stock Image and cannot access or extract it from any file you provide. You may install and use the Stock Image in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Stock Image and its archives from one location to another, in which case you may use the Stock Image at the new location instead. If you require the Stock Image to be in more than one location or accessible by more than one person, you must download the Stock Image from the Site for each such use or obtain a Special License for a multi-seat license for the Stock Image. You may make one (1) copy of the Stock Image solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.

(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Stock Image:

  1. advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (ie. not for resale or license);
  2. entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;
  3. on–line or electronic publications, including web pages;
  4. prints, posters and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
  5. any other uses approved in writing by Gomez Graphics Vector Conversions.

If there is any doubt that a proposed use is a Permitted Use, you should contact Gomez Graphics Vector Conversions.

4. License Prohibitions

(a) Prohibited Uses. You may not do anything with the Stock Image that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:

  1. use the Stock Image in design template applications intended for resale, whether on-line or not, including but not limited to: website templates, business card templates, electronic greeting card templates, and brochure design templates;
  2. use or display the Stock Image 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 (this includes custom designed websites, as well as sites such as www.cafepress.com);
  3. use the Stock Image in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
  4. use any of the Stock Image as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
  5. incorporate the Stock Image in any product that results in a re-distribution or re-use of the Stock Image (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 Stock Image as an electronic file;
  6. use the Stock Image in a fashion that is considered by Gomez Graphics Vector Conversions (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Stock Image into disrepute;
  7. use or display any Stock Image that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (b) except where accompanied by a statement that indicates that the Stock Image is being used for illustrative purposes only and any person depicted in the Stock Image is a model, that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Stock Image, unless the Stock Image itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Stock Image may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Stock Image itself;
  8. remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Stock Image;
  9. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Stock Image or the rights granted under this Agreement;
  10. install and use the Stock Image in more than one location at a time or post a copy of the Stock Image on a network server or web server for use by other users;
  11. use or display the Stock Image in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
  12. either individually or in combination with others, reproduce the Stock Image, or an element of the Stock Image, in excess of 250,000 times without obtaining a Special License, in which event you shall be required to pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 250,000 reproductions. This additional royalty does not apply to advertisements in websites or to broadcast by television, web-cast or theatrical production.

5. Excess Reproduction Run

In the event you contravene subparagraph 4(a)(xii) above without purchasing a Special License, you further agree to notify Gomez Graphics Vector Conversions in the event that you (or a combination of you and others involved with you) reproduce the Stock Image, or an element of the Stock Image in excess of 250,000 times. Such disclosure notice must be sent to Gomez Graphics Vector Conversions each and every month after which the Stock Image, or an element of the Stock Image, has been reproduced in aggregate over the term of this Agreement in excess of 250,000 times. Each such notice must contain the number of reproductions made in any particular month, provided however the first such notice will only be require disclosure of those reproductions which are in excess of 250,000. Gomez Graphics Vector Conversions shall invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt.

6. Term of Agreement

(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Stock Image and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Stock Image for any purpose. The Agreement also terminates without notice from Gomez Graphics Vector Conversions if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Stock Image and for any purpose; (ii) destroy or delete all copies and archives of the Stock Image or accompanying materials; and (iii) if requested, confirm to Gomez Graphics Vector Conversions in writing that you have complied with these requirements.

(b) Gomez Graphics Vector Conversions reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Stock Image with an alternative for any reason. Upon notice, sent to the address or contact information provided by you, the license for the replaced Stock Image immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Stock Image. You agree not to use the replaced Stock Image, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Stock Image, or any Permitted Derivative Works, in products that already exist.

(c) Upon notice from Gomez Graphics Vector Conversions, or upon your knowledge that any Stock Image is subject to a threatened, potential or actual claim of infringement of another's right for which Gomez Graphics Vector Conversions may be liable, you must immediately and at your own expense (i) stop using the Stock Image; (ii) delete or remove the Stock Image from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your clients, printers or ISPs do likewise. Gomez Graphics Vector Conversions shall provide you with replacement Stock Image (which shall be determined by Gomez Graphics Vector Conversions in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

7. Vector Conversions Representations and Warranties

(a) Gomez Graphics Vector Conversions warrants that: (i) your use of the purchased Stok Image in accordance with this Agreement and in the form delivered by Gomez Graphics Vector Conversions 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 (ii) all necessary model and/or property releases for use of the Stock Image in the manner authorized under this Agreement have been obtained.

(b) OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 7(a), THE STOCK IMAGE 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. GOMEZ GRAPHICS VECTOR CONVERSIONS DOES NOT REPRESENT OR WARRANT THAT THE STOCK IMAGE 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 STOCK IMAGE IS WITH YOU. SHOULD THE STOCK IMAGE PROVE DEFECTIVE, YOU (AND NOT GOMEZ GRAPHICS VECTOR CONVERSIONS) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

(c) 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.

8. Vector Conversions Liability

IN NO EVENT SHALL GOMEZ GRAPHICS VECTOR CONVERSIONS 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 STOCK IMAGE, 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.

9. Your Indemnification

You agree to indemnify, defend and hold Gomez Graphics Vector Conversions 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 Gomez Graphics Vector Conversions Party as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement.

10. General Provisions

(a) You specifically agree and acknowledge that you have reviewed the terms of this Agreement and you agree to be bound by it.

(b) 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 Stock Image, pursuant to this Agreement.

11. 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 GOMEZ GRAPHICS VECTOR CONVERSIONS AGREEING TO PROVIDE THE Stock Image, 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 Gomez Graphics Vector Conversions, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND Gomez Graphics Vector Conversions RELATING TO THE SUBJECT OF THIS AGREEMENT.

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