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Extended End User Agreement
This Agreement is between Ingram Image Limited, owner and operator of shop.stockphotosecrets.com (hereafter known as ‘Ingram’, ‘we’ or ‘us’) and the user (‘You’) who downloads images (defined as available photos, vector illustrations, graphics, and all other downloadable content) from this website.
You have agreed to be bound by the Terms and Conditions of this Agreement and by downloading any of the Content from us You acknowledge that You have read, understood, and accepted the Terms and Conditions of this Agreement.
By this Agreement, we grant you a personal, non-exclusive, non-transferable, right to use and reproduce Images in the following ways, subject to the limitations set forth herein:
A. YOU MAY, subject to any restrictions set out below:
1. Use the images as a part of commercial or advertisement purposes in magazines and newspapers or as a design elements for a video game or CD-ROM without limit to the number of reproductions.
2. Use the images online in electronic publications, social media or websites up to a maximum image size of 1200 x 800 pixels (there is no size limit if the image is part of a design and manipulated accordingly), and in connection with any website template for use by others.
3. Use the images as part of marketing, advertising, or promotional materials, including print advertisements, mailers, handouts, and packaging without limit to the number of reproductions.
4. Use the images for all forms of vehicle livery and signage.
5. Use the images in published editorial features in any media (including newspapers, books and periodicals) provided that a reasonably prominent statement is included on the same page as the Content as follows: ‘Image(s) licensed by Ingram Image’.
6. Use the images as design elements in video, film, or television broadcasts provided that a reasonably prominent statement is included in the credits as follows: ‘Image(s) licensed by Ingram Image’
7. Use the downloaded images with an extended licence indefinitely (subject to clause E. iv)
8. Use in merchandise for resale or distribution, without regard to the size of the manufacturing or duplication run of such merchandise (including downloads), including, without limitation, computers, computer peripherals, clothing, artwork, magnets, posters, and online and paper greeting cards. An Extended License is valid for a single merchandising project.
9. Use the images in emails, ebooks and on social media.
B. YOU MAY NOT
1. Create scandalous, obscene, defamatory or immoral works using the Image(s) nor use the Image(s) for any other purpose which is prohibited by law;
2. Use or permit the use of the Image(s) or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the Image(s) or any part thereof;
3. Use the images for ‘print on demand’; You cannot allow end users to search, preview and download Images from your platform. (In this case, contact us for our API solution.)
4. Use the Image(s) in electronic format, on-line or in multimedia applications unless the Image(s) are incorporated for viewing purposes only and no permission is given to download and/or save the Image(s) for any reason.
5. Rent, lease, sell, sublicense or lend the Image(s), or a copy thereof, to another person or legal entity. You may not use the images to compete commercially with Ingram. You may, however, transfer all your license to use the Image(s) to another person or legal entity.
6. You agree not to use any image in a defamatory manner or context, either by changing it or by any accompanying text. Advance written permission is required for use of images that depict any illegal goods or activities, or any sensitive subjects, including but not limited to, contraception, matters of a sexual nature, substance abuse, domestic violence, alcohol, tobacco, AIDS, cancer, acts of violence and other serious physical or mental ailments.
C. TERM:
This license shall remain in effect only for so long as you are in compliance with the terms and conditions of this agreement. This license will terminate if you fail to comply with any of its terms or conditions. You agree, upon termination, to destroy all copies of the Product. The Limitations of Warranties and Liability set out below shall continue in force even after any termination.
D. WARRANTY:
Ingram warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Image/s (excluding any User modifications), will not infringe on any copyright or moral right, trademark or other intellectual property right and will not violate any right of privacy.
E. INDEMNIFICATION:
Provided Licensed Material is only used in accordance with this Agreement and that INGRAM shall be informed of any impending action and have sole control of the defence of any such claim or action and all negotiations for its settlement or compromise (so long as it does not require You to admit liability or infringement alleged) and that You cooperate fully with INGRAM in its defence of the claim, Ingram shall, subject to Your Image use defined by section A & B, (i), defend, indemnify and hold harmless You the User and its parent, subsidiaries and its respective officers, directors and employees from damages, liabilities and expenses, arising out of or connected with any actual lawsuit or legal proceeding alleging that Ingram Image is in breach of its warranties set forth in Section D above. The total maximum aggregate liability of Ingram under this Agreement and any other agreement with Ingram; regardless of the file size, or the use of any Image/s in any manner, shall be limited to an aggregate of ten thousand ($10,000) US dollars. Ingram’s liability to you in respect of the content shall not exceed ten thousand ($10,000) US dollars.
(ii) EXCEPT FOR THE EXPRESS WARRANTY STATED IN Section 6 ABOVE, THE IMAGES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY YOU. NEITHER WE NOR OUR DEALERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE.
(iii) You shall defend, indemnify and hold harmless Ingram Image Limited and its respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs), arising out of or as a result of claims by third parties relating to Your use of any Image/s outside the terms of this Agreement or any other actual or alleged breach by User of this Agreement.
(iv) On demand You shall cease to use any disputed Image/s and Ingram will replace the withdrawn Image/s with one of equal or superior quality.
F. GENERAL:
This License is the entire agreement between us, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement. This License shall be governed by and construed in accordance with the laws of England and Wales, excluding that body of law applicable to choice of law and excluding the United Nations
Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. If any provision of this License is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License and the other provisions shall remain in full force and effect.
