This is a legal agreement ("Agreement") between you ("Licensee") and Dreystone and its subsidiaries. By downloading any stock photo, hereinafter also referred to as "image" or "digital image," from our website, you agree to be bound by the terms of this agreement. If you do not accept or agree with these terms, DO NOT download the image.
This is a license, not a sale. Dreystone continues to own the intellectual property rights pertaining to the digital image. The stock photo is provided under the terms of the following license agreement ("Agreement") that states what you may and may not do with the licensed stock photo, and contains limitations on warranties and remedies.
Only you are permitted to use the licensed stock photo. The only exception to this is if you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer as well as to you as a representative of your employer. Should you cease working for your employer, your employer may continue to operate under this agreement. Any additional persons who wish to use the licensed stock photo must download it from the Dreystone website themselves. Within this Agreement, "Dreystone", "we", "our" and "us" refers to Dreystone and "licensee", "you" and "your" refers to you, the customer.
1. This Agreement governs your use of Dreystone's content (namely, the stock photo, illustration, software, or other material that you are downloading) from the Dreystone website in conjunction with you entering into this Agreement with Dreystone.
2. We hereby grant to you a perpetual, non-exclusive, non-transferable license to use the Licensed stock photo on the terms and conditions contained in this Agreement. Unless the activity is expressly permitted, you cannot do it. All other rights to and in the Licensed stock photo and accompanying materials (if applicable), including, without limitation, all intellectual property rights relating thereto, are retained by Dreystone or its members, as the case may be.
3. You may:
(a) Install the Licensed stock photo in only one location; you may physically transfer the Licensed stock photo and its archives from one location to another, however it may only be used in one location at a time;
(b) Make one (1) copy of the licensed stock photo for backup purposes only, but this may be used only if the original digital image becomes defective, or is destroyed or otherwise irretrievably lost. Except as specifically provided in this license agreement, no stock photos may be shared or copied;
(c) Use the Licensed stock photo in the following applications:
(i) Advertising and Promotional Materials, including packaging, printed materials, printed publications, presentations, film and video presentations, commercials, books and book covers, greeting cards, postcards, and posters;
(ii) Any Products (including point-of-sale products) that do not distribute the image in a digital format, including t-shirts, mugs, mouse pads, and similar products;
(iii) Online or other Electronic Distribution Systems (including web page design and digitally distributed publications) to a maximum of 640x480 pixels @ 72dpi;
(iv) Prints (i.e. a hardcopy) and reproductions for personal, non-commercial, non-editorial use, and for sample or test use;
(d) Create derivative works, which incorporate, but are not substantially similar to the Licensed stock photo by incorporating the Licensed stock photo into your own work;
(e) Transfer files containing the licensed stock photo or derivative works to your clients, printers, or ISP for the purpose of reproduction, provided that such parties shall have no further rights to use the licensed stock photo;
(f) Your rights to the Licensed stock photo are worldwide and perpetual.
4. You may not use the licensed stock photo for any purpose that is not expressly permitted. You may not provide a copy of the licensed stock photo, or any portion thereof, to anyone or allow anyone to gain access to the licensed stock photo, or any portion thereof, except as permitted above. For greater certainty, see below:
(a) You may not use the licensed stock photo in design template applications for resale, including, without limitation, website templates, powerpoint templates, flash templates, and brochure design templates;
(b) The licensed stock photo may not be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, the digital image may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users. Similarly, clients may be provided with copies of licensed stock photos (including digital files) as an integral part of work product, but may not be provided with the stock photo itself, or permitted to use the digital image separately;
(c) You may not use the licensed stock photo or any part thereof as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
(d) You may not sell, license or distribute its work in such a way that your customer can extract or access the Digital Media as a stand-alone file;
(e) You may not incorporate the licensed stock photo in any product that results in a re-distribution of the licensed stock photo (such as electronic greeting card web sites);
(f) You may not use the licensed stock photo in any defamatory, libelous or otherwise unlawful manner whether directly or in context or juxtaposition with specific subject matter;
(g) You may not use the licensed stock photo in a fashion that is considered by Dreystone (acting reasonably) as pornographic, obscene, defamatory or libelous in nature;
(h) To the extent that source code is contained within the licensed stock photo or accompanying materials (if applicable), you may not reverse engineer, decompile, or disassemble any part of such source code;
(i) You may not remove any notice of copyright, trade-mark or other proprietary right from any place where it appears on or in the Licensed stock photo or its accompanying materials;
(j) You may not sub-license, re-sell, rent, lend, or otherwise distribute the licensed stock photo;
(k) You may not post a copy of the licensed stock photo on a network server or web server for use by other users; and
(l) You may not transfer the rights to the licensed stock photo or accompanying materials (if applicable), except as specifically provided for elsewhere in this Agreement.
EXCESSIVE USE ROYALTY:
5. Notwithstanding anything to the contrary herein, you agree that in the event that you or a Related Party either individually or in combination reproduce the Licensed stock photo, or an element of the Licensed stock photo, in excess of 500,000 times, you shall be required to pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 500,000 reproductions. This additional royalty does not apply to advertisements in magazines, newspapers or websites.
6. You further agree to notify Dreystone in the event that you (or a combination of you and Related Parties) reproduce the Licensed stock photo, or an element of the Licensed stock photo in excess of 500,000 times. Such disclosure notice must be sent to Dreystone each and every month in which the Licensed stock photo, or an element of the Licensed stock photo, which you have reproduced in aggregate over the term of this Agreement in excess of 500,000 times is reproduced. Each such notice must contain the number of reproductions made in any particular month, provided however when you are sending the first such notice to Dreystone you will only be required to disclose those reproductions made in combination by you and Related Parties which are in excess of 500,000.
7. Dreystone shall invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt.
8. This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the licensed stock photo, and any derivative works related thereto, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the licensed stock photo, and any derivative works related thereto, for any purpose. The Agreement also terminates if at any time you fail to comply with the terms of this Agreement. Upon termination of this Agreement, you hereby agree to destroy all copies and archives of the licensed stock photo, and any Derivative works related thereto, to cease using the licensed stock photo, and any Derivative works related thereto, for any purpose, and to confirm to Dreystone in writing that you have complied with these requirements.
9. Termination of this Agreement does not relieve you of your responsibilities to pay any amounts due to Dreystone under this agreement or your obligations to not use the licensed stock photo, or any Derivative works related thereto, other than in the manner permitted under this Agreement.
10. Violation of the Terms of this Agreement or improper Termination of this Agreement may result in legal injunction preventing further use and monetary damages against all users and beneficiaries of the use of such images. Dreystone, under our discretion, reserves the right to bill you (and you agree to pay) up to twenty (20) times the normal license fee for any unauthorized use, in addition to fees, damages or penalties Dreystone is entitled to under this Agreement or applicable copyright laws.
LIMITED REPRESENTATIONS AND WARRANTIES:
11. Dreystone makes no warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
12. 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.
13. Dreystone shall not be liable to you or any other person or entity for any general, special, direct, indirect, consequential, incidental, or other damages arising out of this license or otherwise.
14. Licensee agrees to indemnify and hold Dreystone harmless against all claims arising out of any breach of this Agreement.
LIMITATION OF REMEDIES & LIABILITY:
15. Dreystone's entire liability and your exclusive remedy, with respect to any claims arising out of your use of the licensed stock photo or accompanying material (if applicable), or out of your actions in downloading the licensed stock photo, shall be as follows:
(a) You may, upon request to Dreystone, be permitted to download the licensed stock photo again, at a location Dreystone will provide for you;
(b) If you continue to be unable to download the Licensed stock photo, Dreystone will refund the fee actually paid by you in respect of the use of such licensed stock photo, provided Dreystone determines in its sole and absolute discretion that you have been unable to download such licensed stock photo successfully.
16. In no event shall Dreystone or any of its directors, officers, employees, shareholders, partners, or agents 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 licensed stock photo, 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.
17. In any event, the total maximum aggregate liability under this agreement, the license provided hereunder, or the use or exploitation of any or all of the licensed stock photo in any manner whatsoever shall be limited to the fees actually paid by you to Dreystone under this agreement in respect of the use of the licensed stock photo.
18. Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
19. You agree to indemnify and hold Dreystone harmless against all claims or liability asserted against Dreystone arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
20. If any provision or part thereof of this Agreement is wholly or partially unenforceable, the parties, or in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.
TAXES AND DUTIES:
21. 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 licensed stock photo, pursuant to this Agreement.
JURISDICTION & ARBITRATION:
22. This Agreement will be governed under the laws of the State of California, and United States federal laws applicable therein. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the licensed stock photo was downloaded, or such other address as you may advise us in writing to use, from time to time.
23. Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in San Diego, CA, pursuant to the rules arbitration in effect at the time arbitration is demanded.
24. If Dreystone is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Dreystone for its legal fees, costs and disbursements if Dreystone is successful.
25. 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 DREYSTONE, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND DREYSTONE RELATING TO THE SUBJECT OF THIS AGREEMENT.