Ingram API Standard Agreement

Thank you for using the Ingram application programming interface (the ‘Ingram API’ ‘API’). By using the Ingram API, you agree to the terms below. If you disagree with any of these terms, Ingram does not grant you a license to use the API. We reserve the right to update and change these terms from time to time without notice. You can always find the most recent version of these terms at ingimage.com

Your license to the Ingram API continues until it is terminated by either party. You may terminate the license by discontinuing use the API. Subject to refunding any unredeemed credits, Ingram may terminate the license at any time.

Section 1. General License Terms

The Ingram API is owned by Ingram Image limited (hereinafter ‘Ingram’) and it is licensed to you on a worldwide (except as limited below), non-exclusive basis on the terms and conditions set forth herein.

The API allows an Ingram API Client to search the Ingram Stock Image Bank and display the results of such search.

The API allows You to use Images as part of an end product that constitutes a derivative work of the Image (the “End Product”). The End Product may be in either a tangible or digital medium, but in all cases Images may only be used in the End Products in a manner that is consistent with the terms of this agreement.

Section 2. Licensed Uses and Restrictions

All users of the Ingram API agree to the following:

(a) You shall have a valid and active account that has not been terminated or suspended.

(b) You acknowledge that the Images are the property of Ingram’s Third Party Contributors and are protected by intellectual property laws, including laws related to copyrights, trademark and other similar rights. You shall use your best efforts to protect the Images to ensure that they cannot be copied, distributed, displayed or altered.

(c) You shall not attempt to conceal Your identity or the identity of Your API Client when requesting authorization to use the API or at any other relevant time.

(d) You shall only use the API in order to create and sell derivative End Products featuring the Image(s). You may not sell the images themselves or compete in any way with Ingram or Ingram web sites.

(e) The Derivative End Products may be sold by you to your End Users. However, Derivative End Products shall not be re-sold by your End User(s). For merchandise created to be re-sold by End Users you will need an extended license. Contact Ingram for details of this.

(f) You shall charge an amount for the End Product that exceeds the aggregate Ingram Price for all Images contained therein.

(g) You acknowledge that you shall be the licensee for all Images contained in an End Product that is purchased or downloaded by an End User and You shall be subject to the Image Use and Terms contained herein. Accordingly, You shall only use Images in the End Products in a manner that is consistent with the permitted Image Uses.

(h) You cannot use image(s) of people in a way that a reasonable person would find offensive such as scandalous, obscene, defamatory or immoral works nor use the Image(s) for any other purpose which is prohibited by law;

(i) 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;

Section 3. Indemnity

You agree to hold harmless and indemnify Ingram and its officers, agents, and employees from and against any third party claim arising from or in any way related to Your use of the Licensed Materials or violation of these Terms of Use, or any other actions connected with the use of Ingram’s services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Ingram will provide You with written notice of such claim, suit or action.

Section 4. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) YOUR USE OF THE LICENSED MATERIALS IS AT YOUR SOLE RISK. THE LICENSED MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INGRAM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b) INGRAM MAKES NO WARRANTY THAT (i) THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS, (ii) YOUR USE OF THE LICENSED MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LICENSED MATERIALS WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY WORKS OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE USE OF LICENSED MATERIALS WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE LICENSED MATERIALS WILL BE CORRECTED.

(c) ANY WORKS OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE API IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INGRAM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Section 5. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT INGRAM SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF INGRAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE LICENSED MATERIALS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE USE OF THE LICENSED MATERIALS; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF THE LICENSED MATERIALS; OR (v) ANY OTHER MATTER RELATING TO THE LICENSED MATERIALS.

Section 6. Other Provisions

(a) Choice of Law and Forum

These Terms of Use shall be governed by the laws of England and Wales without regard to its conflict of law provisions. You and Ingram agree to submit to the personal and exclusive jurisdiction of the courts located within this jurisdiction.

(b) Relationship of the Parties

Notwithstanding the terms of this Agreement, You and Ingram shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Ingram, express or implied, and You shall not attempt to bind Ingram to any contract.

(c) Assignment

Ingram shall have the right, in its sole discretion, to assign any or all of its rights or obligations hereunder. You shall have no right to assign any of Your rights or obligation hereunder.

Standard Pricing

Pricing for Image downloads are determined by the unit price of Your End Product. Where Your End Product pricing varies please contact Ingram to be allocated an Image download price. (Unless otherwise negotiated, the default Image download price will be according to your most expensive End Products.)