Media Licence Agreement

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Monday, July 1, 2013 by KeyImagery| 4061 Views

This Agreement governs the terms by which members and clients of KeyImagery.com obtain the right to use stock photographic, illustrations (“media” or “images”), and other content provided by members of the KeyImagery.com community through the web site located at keyimagery.com (the “Site”). This Media Licence Agreement is in addition to the Terms of Use applicable to the Site and to the Membership Agreement that all persons contributing to or downloading content from the Site have previously entered into. In the event of any inconsistency between this Agreement, the Membership Agreement and the Terms of Use (both of which are incorporated into this Agreement by reference), the terms of this Agreement shall govern.

1. Use of Media/Image Files.

KeyImagery licenses to you the use of media/image files only as provided below on a nonexclusive and nontransferable basis upon payment of the required fees. All other rights to the image files and any accompanying materials such as copyright are retained by KeyImagery and its contibuting member.

3. Intellectual Property and Privacy Laws.

You acknowledge that the content available through the Site is the property of KeyImagery or its contributors and is protected by copyright and possibly other intellectual property laws. Furthermore, you acknowledge that any trademarks and copyrights of the subject matter depicted in the images are subject to protection by intellectual property laws and that you must obtain consent from the owners of the intellectual property when necessary to comply with intellectual property laws. Absent an explicit written statement from KeyImagery stating otherwise, you should assume that no consent from persons or owners of property depicted in an image has been given regarding publication and that model and property releases are not available from KeyImagery or its contributors. Further, KeyImagery makes no claims or warranties as to the validity of the model or property releases associated with any image and such releases should be verified by you and that such usage shall be at your risk.

4. Discontinuance:

KeyImagery reserves the right to elect at a later date to replace the media/image file(s) with an alternative for any reason. Upon notice of such replacement, the license for the replaced image file(s) terminates for any products that do not already exist, and this license automatically applies to the replacement image file(s). You agree not to use the replaced image file(s) for future products and to take all reasonable steps to discontinue use of the replaced image file(s) in products that already exist.

5. No resale or sublicensing.

You may not resell, distribute or sublicense the files, accompanying material, or the rights to use the files to anyone for any purpose, except as specifically provided for in this agreement.

6. Assumption of risk.

You expressly agree that use of all images, files, or software distributed by KeyImagery is at your sole risk. We do our best but KeyImagery does not warrant or guarantee that files or images on the Site are free from copyright or other intellectual property concerns.

7. Disclaimers.

All images, files, and software distributed by KeyImagery are provided on an “as is” and “as available” basis and without warranties or conditions of any kind either express or implied. and KeyImagery assumes no responsibility for any actions or liabilities arising from their possession or use. KeyImagery disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Under no circumstances shall KeyImagery or its contributors be liable to you or any third-party for any indirect, consequential, incidental, special or punitive damages, including but not limited to lost profits and business interruption, irrespective of the type of cause of action, arising in any way from use of the Site, even if KeyImagery is expressly advised of the possibility of such damages. In no event shall KeyImagery’s liability exceed the fees paid for the use of the files. No oral advice or written information given by KeyImagery, its contributors or the like, shall create a warranty; nor shall customer rely on any such information or advice. You acknowledge that this paragraph shall apply to all content, images, and services available through this Site. In those states that do not allow the exclusion or limitation of liability for consequential or incidental damages, liability is limited to the fullest extent permitted by law.

8. Assignment

You may not assign its right and obligations under this agreement without obtaining the prior written consent of KeyImagery. KeyImagery may assign this agreement.

9. Severability

Should any clause of this agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.

10. Arbitration

A material part of this contract is the Agreement to arbitrate. Any and all disputes arising out of, under or in connection with this Agreement, with the exception of copyright claims, including without limitation, its validity, interpretation, performance and breach, shall be submitted to mediation pursuant to the rules of the Arbitration Civil Claims Court (New Zealand) in effect at the time arbitration is demanded. Judgment upon any award rendered may be entered in the highest court of the forum having jurisdiction. This Agreement, its validity and effect, shall be interpreted under, and governed by, the laws of New Zealand, and you agree that the mediators shall award all costs of mediation, including legal fees, plus legal rate-of-interest to the successful party. Copyright infringement claims shall be brought in the Civil Claims Court (New Zealand). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.

11. Legal Fees and Jursdiction

If KeyImagery is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse KeyImagery for its legal fees, costs and disbursements if KeyImagery is successful. You agree that the Civil Claims Court (New Zealand) are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery.

12. Entire Agreement

KeyImagery reserves the right, at its discretion, to revise this Agreement at any time, and such revision shall be effective immediately upon the posting of the revised Agreement at the Site. You agree to review the Agreement periodically to become aware of such revisions. If any such revision is unacceptable to you, you may terminate your membership as provided in Section 10. of KeyImagery Terms of Sevice agreement. Your continued use of KeyImagery following posting of the revised Agreement on the Website shall be deemed to be acceptance of all such revisions. 
You agree that by using this site or images, photos or files from this site, that you are bound by this Agreement. This Agreement evidences the complete understanding of the parties (you and KeyImagery.com) with respect to the subject matter hereof and may not be amended, modified or waived in whole or in part except in a writing signed by the parties.

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 KEYIMAGERY, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND KEYIMAGERY RELATING TO THE SUBJECT OF THIS AGREEMENT.


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