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Stock Media Content Usage Contract Click
Wrap Agreement This Agreement between Stock Media Corporation with offices at 1123 Broadway, Suite 1006, New York, NY 10010 and StockMedia.Net and related web sites (hereafter "Stock Media") and the entity who is reading this Agreement, accessing a Stock Media web site or who is registered in the Stock Media user profile database and who has the purpose of using Stock Media's Content for any reason (hereafter "I" or "Me") is made effective immediately upon my clicking on the "I Agree" button or accessing any Content for any reason from a Stock Media web site (the "Agreement"). Stock Media and I accept this agreement as legally binding as if this conveyance was done by mailed letter with my binding signature and do warrant to each other and agree as follows: I am of legal age. I have the full right, power and authority to enter into this Agreement and am bound by the terms herein without the approval of any third party. I do legally represent myself and the company, employees, employers, subcontractors, agents, affiliates and clients that I work for or with, in the context of this Agreement. Stock Media is acting as a technology facilitator that conveys Content from entities it believes to be the Rights Holder to Me and has no knowledge of or responsibility for third party rights and releases that may be controlled by the Rights Holder, even though the indication of releases may exist in text documentation that accompanies the Content. Such indication of releases is for my convenience only and cannot be depended upon. Stock Media gives no rights or warranties with regard to the use of names, trademarks, registered or copyrighted designs, works of art depicted in the Content, model releases, property releases, mechanical or performance rights or any other rights (hereafter "Rights"). No valid Rights exist for any Content unless the existence of such Rights is specified in writing by the Rights Holder. Stock Media is NOT the Rights Holder. I must satisfy myself that all the necessary rights or consents, as may be required for Reproduction, are obtained. While efforts are made by Content suppliers to correctly caption the subject matter of each Content, Stock Media has no control over text information that accompanies the Content and does NOT warrant that such information is accurate. Furthermore, under no circumstances will Stock Media or the Rights Holder be held responsible for alterations or additions to the Content or information adjoining the Content that are created by Me or those associated with Me. Stock Media shall NOT be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from the unavailability of Stock Media's web sites or any features thereof or any materials included therein. NEITHER STOCK MEDIA NOR ANY ENTITY AFFILIATED WITH STOCK MEDIA (COLLECTIVELY, A "RELATED PARTY") SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH STOCK MEDIA'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, STOCK MEDIA SHALL HAVE NO LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO (A) ANY FAILURE OR MALFUNCTION OF THE WEB SITE, (B) ANY FAULT IN DELIVERY, DELAY, OMISSION, SUSPENSION, INACCURACY OR TERMINATION, OR ANY OTHER CAUSE, IN CONNECTION WITH THE FURNISHING, PERFORMANCE, MAINTENANCE, USE OF OR INABILITY TO USE ALL OR ANY PART OF THE WEB SITE, OR ANY INACCURACY THEREIN. LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE RELATIONSHIP BETWEEN STOCK MEDIA AND ME, SHALL NOT EXCEED THE AMOUNT PAID TO STOCK MEDIA UNDER THIS AGREEMENT. STOCK MEDIA MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER STOCK MEDIA NOR THIRD PARTY LICENSERS SHALL BE LIABLE TO ME OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT OR OTHERWISE. I indemnify and hold harmless Stock Media against any and all claims, suits, actions, or other proceedings brought against Stock Media based on or arising from any claim (I) that my use of any Content infringes on any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, or (ii) resulting from breach of this Agreement by Me, or (iii) resulting from any defamatory or libelous act or violation of privacy by Me, and I further agree to pay any and all costs, damages and expenses incurred by Stock Media in connection with or arising from any such claim, suit, action or proceeding. I will restrict the use of the Content to the time limitation, usage type and location that are specified in the License Document. I will place a credit adjacent to the Content or on an obvious credits page or screen if such credit is normal for my usage. I will NOT sell, barter or rent the Content or facilitate its unauthorized copying, including but NOT limited to facilitating FTP download of the Content. I will NOT be use the Content or allow the Content to be used in any manner that is pornographic, defamatory, libelous or otherwise unlawful. I will NOT change, alter or composite the Content with other content if prohibited to do so by the Rights Holder. I will NOT decompile, reverse engineer, disassemble, or otherwise reduce to human-readable form any software that is owned or used by Stock Media, including but NOT limited to designs or programming code at Stock Media web sites and its promotional software that is in free distribution. I will NOT use Content featuring a person in a manner that implies endorsement, use of, or a connection to a product or service by that person, or a potentially unflattering or controversial subject without obtaining written authorization from that person. I will NOT use Content that is limited to editorial use for any other purpose than editorial. I will NOT use the Content as a reference in creating a computer-generated or handmade drawing or creation without licensing the Content for that specific purpose. If I want to use the Content in a manner NOT permitted by this Agreement (for example, as part of a print publication or in any non-digital form) or if I a need any additional rights (for example, model releases), I will contact the Rights Holder. COMPS - Stock Media grants to Me a nonexclusive, nonsublicensable right to use watermarked versions of the Content I have selected on my personal computer. This Content may NOT be shared by creating a disc library, Content storage jukebox, network configuration or similar arrangement. The watermarked versions of the Content may be used in materials for personal, noncommercial use and test or sample use, including COMPS and LAYOUTS. I will NOT use the Content in any final materials distributed inside or outside of my company, including but NOT limited to, advertising and marketing materials or in any online or other electronic distribution system (except that I may transmit comps digitally or electronically to my clients for their review), and I will NOT distribute, sublicense or make available for use or distribution separately or individually or grant any rights to the Content to anyone for any reason. FULL CONTENT - Content is licensed FOR DIGITAL USE ONLY which may include use on the Internet, on CD-ROM, on television, satellite and cable transmissions, in kiosk and handheld devises, depending on limitations in the License Document. Stock Media grants to Me a nonexclusive, nonsublicensable right to use the Content I have selected and any derivatives or copies thereof in the manner specifically stated in the License Document and/or Invoice. The Content may NOT be shared by creating a disc library, Content storage jukebox, network configuration or similar arrangement except as an integral part of a larger creative use that is specified in the License Document. Reproduction rights granted to Me may NOT be assigned. They are personal to Me. Though I may alter, composite or enhance the Content, Stock Media and/or the Rights Holder shall own any resulting Content and copyright thereto. I have NO ownership or copyright in the Content or derivatives of the Content. Use of Content in a manner NOT specifically authorized by the Invoice or License Document constitutes an infringement of Stock Media's rights and third party licenser's' proprietary rights and will subject Me to infringement damages which I agree to pay. Content is licensed with no rights protection on a non-exclusive basis and is strictly limited to the use, medium, period of time, viewership and any other restrictions specified on the Invoice and/or License Document which are incorporated into this Agreement by this reference and as incorporated together with this Agreement constitute the full license granted. All modifications to the content and composited creation that include the content in whole or in part or as a referenced inspiration, are the copyrighted property of Stock Media and my be used by you within the limitations stated above in the license limitation summary. Rights Subject To Payment & Termination NO REPRODUCTION OF CONTENT CAN OCCUR UNTIL PAYMENT HAS BEEN MADE OR THIS AGREEMENT SHALL AUTOMATICALLY BE REVOKED. ANY REPRODUCTION BY ME PRIOR TO PAYMENT CONSTITUTES AN INFRINGEMENT OF STOCK MEDIA AND THIRD PARTY LICENSER'S' PROPRIETARY RIGHTS AND A BREACH OF THIS AGREEMENT WHICH ENTITLES STOCK MEDIA TO RESCIND THIS AGREEMENT AND SEEK DAMAGES FROM ME WHICH I WILL PAY. IF I ARRANGE FOR PAYMENT TERMS DIRECTLY WITH STOCK MEDIA AND FAIL TO PAY ANY OF STOCK MEDIA'S INVOICES IN FULL WITHIN 30 DAYS OF THE INVOICE DATE, I WILL PAY STOCK MEDIA AN ADDITIONAL SERVICE CHARGE EQUAL TO ONE AND ONE HALF PERCENT ( 1 - 1Ž2 % ) PER MONTH OF THE OUTSTANDING ACCRUED BALANCE, OR SUCH LESSER SUM AS IS ALLOWED UNDER LAW. NO RIGHTS ARE GRANTED UNLESS THE FEE FOR SAID RIGHTS IS PAID IN FULL. My license terminates upon the termination date implied in the License Document or upon cancellation by Stock Media. Upon termination, I will immediately stop using the Content and delete the Content and all copies from all magnetic media and destroy all other copies unless a renewal license has been granted by Stock Media. Fees for my license of the Content depend on the nature of the rights granted. I agree to notify Stock Media before expanding the usage of the Content and agree to pay any additional license fee for rights that exceed those specified in the License Document. This Agreement which represents the entire agreement between Stock Media and Me, whether oral and written, shall be governed by and interpreted in accordance with the laws of the State of New York, USA. Venue for all disputes arising under this Agreement shall lie exclusively in the Superior Courts in the State of New York in the city of Manhattan or the Federal District Courts of the region (as permitted by law). Stock Media and I agree NOT to contest the personal jurisdiction of these courts. Stock Media may, at its sole discretion, elect to settle any dispute with the use of binding arbitration by a professional arbitrator, and I agree to cooperate fully in the arbitration process and to abide by any resulting settlement. Notwithstanding the foregoing, Stock Media shall have the right to commence and prosecute any legal or equitable action or proceeding in a court of competent jurisdiction that resides outside the USA to obtain injunctive or other relief in the event that, in the opinion of Stock Media, such action is necessary. If Stock Media is required to enforce Stock Media rights as a result of any breach of these terms, whether a lawsuit is filed or not, it shall be made whole by Me for such reasonable legal fees and costs incurred by Stock Media. For the purposes of this Agreement, the words "Content", "Rights Holder", "Rights", "License Document", "Reproduction" and "I" or "Me" shall be defined as follows: "Content" includes image(s), sound(s), music, illustration(s), artwork, and/or text in all kinds and sizes (including but not limited to color or black & white, positive or negative, 2D or virtual reality), in whole or in part, whether still or motion, or as combinations or compilations of any of the foregoing items, optionally together with related caption and text documentation, that are accessible directly or indirectly from Stock Media or StockMedia.net, in any form, including digital. This further includes without limitation, any form of data or digitized or recorded information derived from any of the foregoing and duplicates of any any of the foregoing, in whole or in part, whether altered or not. "Rights Holder" is the individual, company or other entity or entities who rightfully own the Rights to the Content. "Rights" include the right to use names, trademarks, registered or copyrighted designs, works of art, models and people, property, mechanical or performance rights or any other right in the Content in any form and to use the Content itself for any purpose. Said rights can be temporarily transferred or granted only by execution of a written document, such as a Model Release, for example. "License Document" is the form generated online that identifies the Content to be licensed, licensing fee and the restrictions of use or rights granted, elements of which may be included in the Invoice. "Reproduction" includes any form of copying or publication of the whole or a part of any Content, whether by printing, photography, xerography, slide projection (whether or NOT to an audience), layout or presentation, electronic, digital or mechanical means, use as a reference by an artist or in an artist's illustration or by any other means. Reproduction further includes the distortion or manipulation of the whole or part of the Content (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting Content may NOT appear to a reasonable person to be derived from the original Content. "I" or "Me" is the entity who is reading this Agreement, accessing a Stock Media web site or who is registered in the Stock Media user profile database and who has the purpose of using Stock Media's Content for any reason. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the Agreement is maintained, and the remainder of this Agreement shall have full force and effect. The headings and titles contained in this Agreement are included for convenience only and shall not limit or affect the terms of this Agreement. This is the sum total of the Agreement between Stock Media and Me.
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