leave this website (the "Site") immediately, not use the files
herein, and/or not subscribe to this service.
Site is owned, hosted and operated by STOCKPHOX.
Content downloaded by you from this Site, including, without limitation,
any files, images incorporated in or generated by the software, and data
accompanying the software (collectively, the "Content") is licensed
to you by STOCKPHOX. Downloading the Content does not transfer title to
the Content, or any intellectual property rights therein, to you. You
may not redistribute or sell the content.
Site contains copyrighted animations, photographs, images, videos, footage,
text, music, and sounds (collectively the "Content") which is
owned by STOCKPHOX or its licensors. It is illegal to duplicate, download
or distribute any Content from this Site except for your use, and you
are subject to the Usage Guidelines. You may not use photos or images
of people or identifiable entities in any manner that suggests the endorsement
or association of any product or service or in connection with any pornographic
or immoral materials.
you believe that content appearing on the Site constitutes copyright infringement
of another party's rights, please contact us immediately at: firstname.lastname@example.org
design or layout of any website owned, operated, licensed, or controlled
by or associated with STOCKPHOX, is protected by United States and International
law and other intellectual property proprietary rights and may not be
copied or imitated in whole or in part.
also Royalty-Free License for other legal terms that apply.
OF WARRANTY AND DAMAGES EXCEPT AS PROVIDED IN THE END USER LICENSE AGREEMENT
THAT COMES WITH THE SOFTWARE, STOCKPHOX MAKES NO REPRESENTATION OR WARRANTY
WITH RESPECT TO ANY PRODUCT OR THE RELATED DOCUMENTATION AND TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW THE SITE IS DELIVERED "AS IS."
THE WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED
WARRANTY OF ACCURACY, CORRECTNESS, RELIABILITY, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND SUCH WARRANTY CONSTITUTES
THE ONLY WARRANTY MADE BY STOCKPHOX. WITH RESPECT TO THE SITE, CONTENT, AND SOFTWARE.
DOES NOT WARRANT THAT THE CONTENT OR FUNCTIONS CONTAINED IN THE SITE WILL
BE FREE FROM ERRORS, INTERRUPTIONS, OMISSIONS, DEFECTS, VIRUSES, OR OTHER
DAMAGING ELEMENTS, OR THAT STOCKPHOX WILL CORRECT ANY ERRORS, OMISSIONS,
OR DEFECTS. YOU ASSUME THE COST OF SERVICE, REPAIRS, OR CORRECTIONS TO
YOUR HARDWARE, SOFTWARE, OR OTHER EQUIPMENT.
NO EVENT WILL STOCKPHOX OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES ARISING OUT OF
THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF STOCKPHOX HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LIABILITY OF STOCKPHOX
OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS,
OR DISTRIBUTORS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR
USING THIS SITE, OR PURCHASING OR DOWNLOADING PRODUCTS FROM THIS SITE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.
services, and programs in this publication may not be available in your
country. References to any product, service, or program do not imply that
STOCKPHOX intends to make available such products, services, or programs
in your country.
STATES GOVERNMENT EXPORT CONTROLS
from this Site is subject to United States export controls. No software
from this site may be downloaded or otherwise exported or re-exported
(i) into (or to a national or resident of) Cuba,
Iraq, Libya, North Korea, Iran, Syria, or any other country to which the
U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's
list of Specially Designated Nationals or the U.S. Commerce Department's
Table of Deny Orders. By downloading or using the Software, you represent
and warrant that you are not located in, under the control of, or a national
or resident of any such country or on any such list.
TO THIRD PARTY SITES.
PROVIDES LINKS TO THIRD-PARTY SITES AS A CONVENIENCE TO YOU. STOCKPHOX
DOES NOT CONTROL THIRD PARTY SITES OR LINKS TO THIRD PARTY SITES. STOCKPHOX
IS NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED SITES. LINKS TO THIRD-PARTY
SITES ARE NOT ENDORSEMENTS BY STOCKPHOX OF SUCH SITES.
of the parties hereto relating to the use of this Site and supersedes
any prior written or oral agreement or understandings between the parties
with respect to this Site, and cannot be changed or terminated orally.
The invalidity or unenforceability of any provision of these Terms of
Use will not affect the validity or enforceability of any other provision
all materials obtained from this site, copies, and related documentation
thereof. In addition, STOCKPHOX reserves the right to terminate this site
USER AGREEMENT, AND STOCKPHOX'S ROYALTY FREE LICENSE AGREEMENT, EACH OF
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).
RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED
ROYALTY FREE LICENSE AGREEMENT
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 STOCKPHOX CORPORATION "STOCKPHOX"
WHEN USED HEREIN SHALL MEAN STOCKPHOX CORPORATION. THIS ROYALTY-FREE LICENSE
AGREEMENT ("AGREEMENT") APPLIES, WITHOUT LIMITATION, TO THE
STOCKPHOX.COM WEB SITE
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 STOCKPHOX CONFIRMS YOUR ACCEPTANCE OF THESE
TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND STOCKPHOX. STOCKPHOX
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).
Usage" is defined as the creation of a temporary test use, rough
layout or comprehensive rendering of a proposed work for client review,
internal company review or testing. The Image may not be used in any materials
distributed or accessible to the public or in any final product or use,
including, without limitation, any online or other electronic distribution
system (except you may transmit comps digitally or electronically for
their review) and may not be sold or sublicensed alone or as part of any
shall mean animations, clipart, composites, digital footage, digital video,
film footage, fonts, graphics, illustrations, images, motion sequences,
photographs or any other visual representation regardless of whether the
Image(s) are obtained via download from any STOCKPHOX Web site, delivered
via any storage media (CD, DVD, disk, etc.) that is now known or may become
known in the future, or obtained from a STOCKPHOX' authorized distributor,
together with all accompanying metadata and other material.
Media" shall mean CD-ROM, digital video disc (DVD), floppy disk,
or any other storage device or media now known, or hereafter created.
shall mean the individual, legal entity or agent entering into this 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
shall mean a single: (i) individual, (ii) legal
entity (corporation, partnership, LLC, sole proprietorship, etc.), or
(iii) agent acting on behalf of a single individual or entity.
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 STOCKPHOX, or its licensors.
Use of the Images is licensed, not sold, pursuant to the terms of this
Agreement. Use of the Images without agreeing to this
Agreement, or a breach of these Agreement terms, is copyright infringement.
grants you a non-exclusive and non-transferable license to use the Image(s)
only as provided in this Agreement. See Section 13(A) below for special
terms if you are licensing a subscription plan.
grants you the non-exclusive and non-transferable right to use Image(s)
for Comp Usage for a period not to exceed sixty (60) days.
of Users (defined above):
IMAGES ACQUIRED BY PAY PER DOWNLOAD AND STORAGE MEDIA.
ARE GRANTED A TEN (10) USER SINGLE USE, SEAT LICENSE FOR USE OF THE IMAGES.
THIS IS NOT A SIMULTANEOUS USE LICENSE. Only one (1) User may access or
use the Image(s) at one time with up to a maximum of ten (10) Users (within
the same legal entity entering into this Agreement) who may access or
use the Image(s).
may distribute Image(s) within a network or similar asset management system
to no more than ten (10) computers/workstations within the same company
or legal entity for use by one (1) person at a time. If the Image(s) are
to be placed on a network server accessible by more than ten (10) computers/workstations,
please contact your sale representative as you will require a multiple
Uses. You may, subject to Section 1(F) below:
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 1(G)(III).
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).
the Image(s) on product packaging or 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).
or alter the Image(s) as necessary for your use, subject to the terms
of Section 4, 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 STOCKPHOX
or its licensors and you shall only use such derivative work in accordance
with this Agreement. If requested by STOCKPHOX, you agree to execute a
written assignment of any such rights, including copyrights, at no cost
the Image(s) as décor in an office, lobby, public area, restaurant, or
the Image(s) as design elements in video, film, or television broadcasts.
the Image(s) in connection with your business or entity, e.g. corporate
identity documents and letterhead, except as prohibited below.
the Image(s) for any other uses approved in writing by STOCKPHOX.
Uses. You may NOT:
distribute, transfer or assign the Image(s) or rights to the Image(s).
engineer, decompile, translate, or disassemble any part of the Image(s).
or reproduce the Image(s), except as specifically provided for in Section
any copyright, trademark or watermark from any place where it appears
on the Image(s).
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.
the Image(s), or any part of the Image(s), as part of a trademark, service
mark, or logo. STOCKPHOX or its licensors retain the full rights to the
Image(s), and therefore you cannot establish your own rights.
the Image(s) to compete with STOCKPHOX. STOCKPHOX 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.
the Image(s) in a product or service whereby the Image(s) can be used
apart from a product or service.
the Images(s) in any downloadable format intended for multiple distribution
including, without limitation, templates, Web site templates, software
products, e-greetings, etc. Contact info@Stockphox.com to find out about
a special license for such use.
the Image(s), or resell the Image(s) 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. Contact info@Stockphox.com
for information on reseller licenses.
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,
advance written consent from STOCKPHOX and any model in such Image(s),
use Image(s) that include people as part of any sensitive subject matters,
as determined by STOCKPHOX. 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.
the Image(s) beyond any limitations or restrictions noted on a STOCKPHOX
reserves the right to (i) not permit use of
any Image(s) for any reason whatsoever; and (ii) notify you that certain
Image(s) are no longer available for use. Upon such notification, the
license to use such Image(s) shall automatically and immediately terminate.
other rights not expressly granted to you are reserved solely for STOCKPHOX.
requests the copyright notice "© [insert current year] Stockphox.com"
appear adjacent to the Image(s) or on a credit page.
reserves the right to replace Image(s) with an alternative Image for any
reason. Upon notice of such replacement, the license 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.
agree to pay all Image(s) license 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 STOCKPHOX
within five (5) days of billing. You shall be liable for all past due
amounts, interest and costs of collection, including attorneys' fees.
Refunds are governed by the terms of the individual service used. Please
see Section 11 below for terms applicable to refunds in the event of cancellation.
Agreement is effective until it is terminated.
Agreement will terminate automatically, without notice from STOCKPHOX,
if you fail to comply with any provision of this Agreement.
can terminate the licenses granted under this Agreement with respect to
any Image(s) by destroying the Image(s), along with any copies or archives,
any CD-ROM or accompanying materials (if applicable), and ceasing all
use of the Image(s) for any purpose. Such termination may not effect payment
AND LIMITATION OF LIABILITY
represent and warrants that:
has the right to enter into this Agreement and to grant the rights hereunder;
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
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.
OF WARRANTY. EXCEPT AS PROVIDED IN SECTION 4(A) 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. STOCKPHOX 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. STOCKPHOX 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. STOCKPHOX 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. STOCKPHOX 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),
STOCKPHOX'S BREACH OF THIS AGREEMENT OR OTHERWISE, EVEN IF STOCKPHOX HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO
EVENT, SHALL STOCKPHOX'S 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 STOCKPHOX FOR YOUR USE OF THE APPLICABLE IMAGE(S).
represent, warrant and covenant that:
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
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;
will not use the Image(s) in any way that is not permitted by this Agreement;
use of the Image(s) will not violate any applicable law or regulation
of any country, state, or other governmental entity;
information that you provide to STOCKPHOX is accurate and true, including,
without limitation, all credit card or other payment information and you
shall update such information as necessary;
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
you are acting as an agent, you must inform your client/principal of the
terms of this Agreement.
entire liability and your exclusive remedy, with respect to any claims
arising out of this Agreement, except as set out in Section 6 below, shall
be at STOCKPHOX' 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 reasonably should have discovered such
claim, shall be waived. See Section 11 for other refund terms that may
agree to indemnify and hold STOCKPHOX, its affiliates, parents, subsidiaries,
employees, directors, officers, successors, assigns, distributors and
anyone else associated with STOCKPHOX, harmless from, and against, any
and all claims, liabilities, costs, damages, or expenses, (including attorneys'
fees) asserted against STOCKPHOX arising out of your use of the Images
or in connection with any breach of any of the terms of this Agreement.
that the Image(s) are used only in accordance with this Agreement and
you are not otherwise in breach of this Agreement, STOCKPHOX 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 STOCKPHOX is in breach
of its warranties set out in Section 4 above. The foregoing states STOCKPHOX'
entire indemnification obligation under this Agreement and your sole and
exclusive remedy for any actual breach of STOCKPHOX' representations and
warranties set forth herein. STOCKPHOX shall have no obligation under
this Section 6 unless you promptly provide STOCKPHOX with written notice
of such claim. STOCKPHOX shall have no liability or duty to indemnify
if the claims, liabilities, costs, damages, or expenses result from: (i)
the modification or alteration of the Images by anyone other than STOCKPHOX
or (ii) the combination of the Images with any other text or graphic material,
whether in printed or electronic format, to the extent that such any claims
would not have arisen had such modification or combination not been made.
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
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.
agree to pay and be solely 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 your use of the Image(s), pursuant to
action of STOCKPHOX, other than an express written, signed waiver may
be construed as a waiver of any part of this Agreement, and no employee
of STOCKPHOX is authorized to make an oral waiver. In the event that STOCKPHOX
waives a specific part of the Agreement, it does not mean that STOCKPHOX
waives any other part.
agree to reimburse STOCKPHOX for its legal fees, costs and disbursements
if STOCKPHOX is successful in enforcing any of its rights under this Agreement
including, without limitation, in connection with any action to collect
may not assign or transfer to anyone else the rights granted to you in
this Agreement, without our prior written consent. STOCKPHOX may assign
or transfer this Agreement freely.
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
STOCKPHOX, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN,
AND ANY OTHER COMMUNICATION BETWEEN YOU AND STOCKPHOX 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 STOCKPHOX' WEB SITES ARE FOR YOUR
INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS
AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.