Image Licensing Terms and Conditions & User Agreement
The following terms and conditions apply to the use of all material and Images from ShadowCasting Studios (except for
purchased reprints & enlargements).
Standard Terms and Conditions:
By obtaining any Image(s) or any material from ShadowCasting Studios directly or through the online website (www.shadowcasting.com)
you agree to be bound by this Agreement.
Use of Images:
You agree to payment for the license of the Image according to the terms of the invoice and
this Agreement. You are required to pay for all Images that you
obtain, regardless of whether you use them. Unless otherwise specified in a sale agreement and invoice, Images obtained from
ShadowCasting Studios are licensed on a non-transferable, one-time, non-exclusive basis, and are strictly
limited to the use, medium, time period, print run, placement, size of Image, territory, and any other
restrictions indicated in the invoice, and are licensed for use within one year from the date of the invoice,
or sixty (60) days for internal evaluation (comps & proofs).
License granted by ShadowCasting Studios:
Unless otherwise specified in a separate written agreement signed by ShadowCasting Studios, your reproduction
of Images is limited to (i) internal evaluation or comps, or (ii) the specific use described in your
invoice, which together with these terms shall constitute the
full license granted. Additional restrictions indicated in the invoice may contain limitations on
your use, medium, time period, print run, placement, size of
Image, territory, and any other restrictions. Any license
granted by ShadowCasting Studios is conditioned upon (i) your meeting all
conditions and restrictions imposed by ShadowCasting Studios, and (ii) receipt of full payment by you for such use
as invoiced by ShadowCasting Studios. Your failure to make full payment when due shall
terminate any license granted to you and entitles ShadowCasting Studios to pursue all remedies available
under copyright laws. You may not otherwise make, use or distribute copies of any Images for any
purpose except as authorized. ShadowCasting Studios reserves all rights to the
Images, and you do not acquire any copyright, ownership or
equivalent rights in or to any Image as a result of any license ShadowCasting Studios grants to you.
The limited license granted to you is personal and
non-transferable; the work you produce incorporating the Image
must be for your own use or for the use of your direct employer.
If you are licensing an Image on behalf of or for use by a
client, that client must be the sole end user of your work. You
may not sell, rent, loan, give, sublicense or otherwise transfer
to anyone the Image or any right to reproduce the Image (except
insofar as it has been incorporated by you into the permitted
use as stated in the invoice).
Storage of Images:
You may place Images on your internal computer network for a
limited time, provided you limit access to the Images to those
having a bona-fide need to facilitate production or creation of
any licensed use, but you shall not otherwise distribute or
permit access to any Images. You agree not to store
or maintain any archive of any Image in any format or medium
unless your invoice permits re-use, whereupon you
may store Images solely as permitted by such invoice. This
section shall survive termination of the Agreement.
No Alterations:
When using Images, you may not make or
permit any modifications to or alterations of the Images (except
for standard color correction or minor cropping for space
limitations) unless specifically agreed in writing by ShadowCasting Studios.
Model and Property Releases/Clearances:
The rights ShadowCasting Studios grants to you do not include a license to any
persons, places, property, or subject matter depicted in an
Image, which may be subject to copyrights, trademarks, rights of
publicity, moral rights, property rights or other rights
belonging to third persons. You shall assume that no model or
property releases, or other releases or licenses exist in
connection with any of the Images, unless specifically stated in
a separate writing by ShadowCasting Studios. ShadowCasting Studios makes no representations or
warranties that it owns or licenses any rights nor does ShadowCasting Studios
grant you any rights including copyright, trademarks, or rights
of publicity belonging to any person, place, property, or
subject matter depicted in any Image. Further, ShadowCasting Studios makes no
representation or warranty as to the accuracy of any information
provided with the Images. You are solely responsible for
determining whether your use of any Image requires the consent
of any third party or the license of any additional rights, and
you should not rely solely on the information provided by ShadowCasting Studios.
If you are unsure whether additional rights are needed for your
use, you are responsible for consulting with competent legal
counsel.
If ShadowCasting Studios erroneously advises
you that an Image is model-released when it is not, ShadowCasting Studios'
liability shall be limited to the amount you paid ShadowCasting Studios for use
of the Image. If an Image depicts a person and is used in a
manner that implies the use or endorsement of a product or
service by that model, you must indicate that the person
depicted is a model and used only for illustrative purposes. Any
license granted by ShadowCasting Studios is conditioned upon your obtaining all
necessary third-party rights, releases and permissions. You
agree to provide ShadowCasting Studios with proof of such releases and
permissions upon request.
Unauthorized Use:
Without limitation, Images may not be utilized as a trademark or
service mark, or for any pornographic use, unlawful purpose or
use, or to defame any person, or to violate any person's right
of privacy or publicity, or to infringe upon any copyright,
trade name, trademark, or service mark of any person or entity.
Unauthorized use of these Images constitutes copyright
infringement and shall entitle ShadowCasting Studios to exercise all rights and
remedies under applicable copyright law, including an injunction
preventing further use and monetary damages against all users
and beneficiaries of the use of such Images. ShadowCasting Studios in its sole
discretion reserves the right to bill you (and you hereby agree
to pay) ten (10) times the normal license fee for any
unauthorized use, in addition to any other fees, damages, or
penalties ShadowCasting Studios may be entitled to under this Agreement or
applicable law. The foregoing is not a limiting statement of
ShadowCasting Studios rights or remedies in connection with any unauthorized
use.
Sensitive Subjects:
Any license granted by ShadowCasting Studios shall not constitute a
representation that an Image is compatible for use with any
other material. You are solely responsible for the use of any
Image in combination with any other material, and you agree not
to use Images with sensitive topics without ShadowCasting Studios separate
written agreement. Sensitive topics include, without limitation,
topics that may depict the subject matter of an Image in a
negative or unfavorable light or subject persons to ridicule,
and topics regarding all sexual issues, substance abuse,
physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer,
or serious physical or mental ailments, or the disparagement of
a person or product. Certain Images may be available for use
with sensitive subjects for an additional fee. You must contact
ShadowCasting Studios for additional information prior to any use of an Image
with any sensitive topic.
Payment:
Prices for use of Images shall be determined solely by ShadowCasting Studios;
if you are unsure as to the price applicable to your intended
use, you must contact ShadowCasting Studios prior to obtaining an Image.
Payment is due in full prior to obtaining any Image. The maximum amount permitted by state law shall be imposed
on each returned check.
Taxes:
You are responsible for the payment of all sales and use tax,
when applicable. ShadowCasting Studios does not accept resale certificates
without prior written approval and at ShadowCasting Studios discretion.
Cancellations:
If you cancel rights granted in the Invoice within seven (7)
business days from the date of the invoice, you will be charged
a $25 transaction fee per Image. If the cancellation notice is
received more than seven (7) but less than thirty (30) business
days after the invoice date, a cancellation fee equal to fifty
(50%) percent of the amount of the Invoice will be charged.
AFTER THIRTY DAYS, NO CANCELLATIONS WILL BE ACCEPTED AND THE
FULL AMOUNT OF THE INVOICE MUST BE PAID. For any cancellations,
you must also pay the full service charge, production fee,
processing and handling fee and shipping fee. No license to use
the Image will be granted upon cancellation; all cancellations
are final.
Copies:
At ShadowCasting Studios request, you shall provide to ShadowCasting Studios free of charge,
up to three (3) copies of any printed product or publication you
create using the Images, or if electronic use is permitted, the
URL and any required passwords or the screen captures for our
records.
Publication Right:
ShadowCasting Studios shall exclusively retain all publication rights arising
from your use of our Images.
Indemnification:
You agree to indemnify and defend ShadowCasting Studios against all claims
(including without limitation claims by third parties),
liability, damages, costs and expenses, including reasonable
legal fees and expenses, arising out of or related to (i) a
breach of this Agreement and any Image restrictions, (ii) the
use of any Image either alone or in combination with any other
material, (iii), your failure to abide by any restriction
regarding the use of an Image.
Credit Line and Copyright Notice:
For editorial uses, you shall include a copyright notice and
photo credit adjacent to each Image (in the format: "©
photographer's name/ShadowCasting Studios,
or as specified on the ShadowCasting Studios online
site) with each publicly distributed Image. Receiving credit is
a material aspect of the Agreement for ShadowCasting Studios, and in editorial
uses of Images, you agree to pay triple the invoice amount if
you do not provide such credit and copyright notice. For
commercial uses, you shall include the credit described above
when customary and appropriate.
ShadowCasting Studios Trademarks:
Except for credits as required above, you may not use the
trademarks or service marks of ShadowCasting Studios without ShadowCasting Studios'
prior
written consent.
Choice of Law / Jurisdiction / Attorneys' Fees:
Any dispute regarding this Agreement shall be governed by the
laws of the State of Washington and Titles 15, 17, and 35 of the U.S.C., as amended, and the parties agree to accept the
exclusive jurisdiction of the state and federal courts located
in Washington, USA, regardless of
conflicts of laws. This Agreement shall not be governed by the
United Nations Convention on Contracts for the International
Sale of Goods, the application of which is expressly disclaimed.
The parties hereto confirm that it is their wish that this
Agreement as well as any other documents relating hereto,
including notices, has been and shall be written in the English
language. In any dispute
between ShadowCasting Studios and you where ShadowCasting Studios prevails, ShadowCasting Studios shall be
entitled to recover its reasonable attorneys'
fees, legal expert
fees, court costs, and other legal expenses.
Confidentiality:
During this Agreement, ShadowCasting Studios may provide you with certain
pricing, technical, marketing and other confidential
information. You acknowledge that such confidential information
encompasses valuable trade secrets and is proprietary to ShadowCasting Studios,
and you shall maintain the confidentiality of any "Confidential
information" that ShadowCasting Studios may provide to you, and you shall not
use or disclose the same without the prior written consent of
ShadowCasting Studios. "Confidential information" includes any information that
is either designated as confidential by ShadowCasting Studios or that, under
the circumstances surrounding the disclosure, ought in good
faith to be treated as confidential by you.
Limited Warranty:
Subject to the restrictions and limitations contained in
ShadowCasting Studios' online site, an invoice, or under this Agreement, ShadowCasting Studios
warrants that it has sufficient rights to grant you the limited
license under this Agreement and any accompanying invoice.
Additionally, ShadowCasting Studios warrants that the digital copy of the Image
provided by ShadowCasting Studios to you will be free from defects in material
and workmanship (but not visual artifacts inherent in the
original Image) for ninety (90) days following delivery; and,
ShadowCasting Studios will as your sole and exclusive remedy for your inability
to use an Image and at its sole discretion, provide you with a
replacement of the digital copy of such Image, or refund any fee
paid by you to ShadowCasting Studios provided you have not made any licensed
use the Image. ShadowCasting Studios PROVIDES YOU WITH ITS ONLINE
SYSTEM ON AN "AS IS" BASIS. ShadowCasting Studios MAKES NO OTHER WARRANTY,
EXPRESS OR IMPLIED REGARDING ANY IMAGES, ITS ONLINE SYSTEMS, OR
ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
Limitation of Liability:
EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR
LIMITED, NEITHER ShadowCasting Studios NOR ANY ShadowCasting Studios AFFILIATE SHALL BE LIABLE
TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR DIRECT,
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING
OUT OF, OR RELATING TO THE USE OR INABILITY FOR YOUR USE OF THE
IMAGES, WHETHER FRAMED AS A BREACH OF WARRANTY OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A
PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL
PURPOSE, OR OTHERWISE. IN NO EVENT SHALL ShadowCasting Studios' OR ITS
AFFILIATES' LIABILITY FOR YOUR USE OF ANY IMAGE PROVIDED
HEREUNDER EXCEED THE AMOUNT INVOICED BY YOU FOR THE USE OF THAT
IMAGE.
Miscellaneous:
You acknowledge that you have read this Agreement and understand
it, and agree to be bound by all its terms and conditions. This
Agreement and any listed restrictions constitute the entire
agreement between the parties with respect to the subject matter
hereof and merge all prior and contemporaneous communications.
This Agreement shall not be modified except by a written
agreement signed by duly authorized representatives of ShadowCasting Studios,
provided that no purchase order or similar document issued by
you shall modify this Agreement even if signed by ShadowCasting Studios. If
ShadowCasting Studios' performance of any of its obligations hereunder is
delayed by labor dispute, war, governmental action, flood, fire,
explosion or other act of nature, the public enemy, or any other
matter not within ShadowCasting Studios' reasonable control, then the date for
performance shall be extended by the time of such delay. If any
provision of this Agreement is found invalid or unenforceable,
the remainder of this Agreement shall remain valid and
enforceable according to its terms. The parties intend that the
provisions of this Agreement be enforced to the fullest extent
permitted by applicable law. Accordingly, the parties agree that
if any provisions are deemed not enforceable, they shall be
deemed modified to the extent necessary to make them enforceable
and in such manner as comes closest to the intentions of the
parties to this Agreement as is possible. This Agreement will
inure to the benefit of and be binding upon the parties, their
successors and assigns, except that you may not assign or
transfer this Agreement without ShadowCasting Studios' prior written consent.
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