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These articles define the Terms and Conditions for fulfillment of any and all licensing in this agreement. The following will apply to all licensing issued for the completed contract in the Order Form on the "Purchase Options" page. All sales are final. At such time you are granted non-exclusive right to use the Image(s) in accordance with the consideration issued on invoice and each item in the Terms and conditions of this agreement. Licensee is required to give accurate factual information in the proposed usage in licensing requests.
If you are obtaining image reproduction rights on behalf of a company, you represent that you have the authority and right to bind the company to the terms contained in this agreement. EyeFathom.com reserves the right to alter, modify or update these Terms and Conditions of use at any time and you agree to be bound by such modifications, alterations or updates in-force at time of licensing.
As a provision for access to or use of Image(s), EyeFathom.com, referred to herein as "EyeFathom", requires the following Terms and Conditions for use of its web site content, www.eyefathom.com, or of the Images represented by EyeFathom. EyeFathom refers to its agents, assignees, sub-contractors, successors and representatives.
This contract is between EyeFathom and visitors to the www.eyefathom.com, web site, clients of EyeFathom and/or licensees of rights to Image(s), as well as the principals, employees, agents or affiliates of these entities, hereinafter collectively referred to as the "Licensee".
Licensee and EyeFathom irrevocably agree as follows:
1.INTELLECTUAL PROPERTY: The designation ” Image" or "Images", as used herein, typically means a photographic or illustrative representation of one or more objects, scenes or persons or any arrangement thereof as interpreted by the illustration’s or photograph’s creator, and represented by EyeFathom, whether captured or stored in any photographic, digital, optical or other media, and specifically designated by the photograph(s) or illustration(s) described on the Invoice.The term “Creator" means the person or persons who originally created the Image, as used herein, and holds the copyright to the Image.The term "Invoice", means the written statement of licensed usage and total due from Licensee for use of the Image(s) that are provided by EyeFathom, as used herein, whether provided by mail, fax, email or on screen display.
2.AGREEMENT: The provisions of the Invoice, together with these Terms and Conditions, comprise a binding agreement between Licensee and EyeFathom. Licensee accepts and agrees to all Terms and Conditions herein and upon accessing or viewing Images in any form. Licensee reconfirms acceptance of this agreement each time Licensee clicks or activates any "I Agree" check box at the www.EyeFathom.com “Purchase Options” web page.
3.PROPERTY: All and every Image(s) and rights therein, including copyright rights, are and will remain at all times, without exemption, the sole and exclusive property of the Creator, including any and all alterations, additions, adaptations, derivatives, duplications, subtractions, composites or facsimiles of the Image(s), in whole or in part, regardless of form or media.
4.PAYMENT: EyeFathom grants Licensee limited rights to use the Image(s) specified on the Invoice, subject to payment in full of the amount stated on the Invoice. Usage rights are limited to one time use for one year, unless otherwise stated on the Invoice. No rights are granted prior to payment in full. Licensee further agrees that publication of Image(s) without payment in full constitutes copyright infringement by Licensee.
5.MANIPULATION: Licensee is allowed to crop, resize and color correct Image(s) and use Image(s) in temporary drafts for internal design test purposes, including low resolution Images that can be viewed at the www.eyefathom.com web site but not represented on the Invoice. Except as stated herein or permitted on the Invoice, Licensee will not make any alterations to any Image(s), including without limitation adaptations, additions or subtractions or duplicate, use, publish or distribute any Image(s), in whole or in part, or permit equivalent by others.
6.EDITORIAL USE: Licensee or agents of, will attach appropriate copyright notice reading "© (Creator's name) c/o eyefathom.com" or © adjacent to or in the same published work as the Image(s) if a) publication is for editorial purposes, b) publication is for advertising and promotional use, and Licensee, at its discretion, chooses to do so, or c) publication in its entirety is not copyrighted by Licensee. Licensee will pay EyeFathom double the amount due as stated on the Invoice should correct copyright notice not appear with the Image(s), subject to the preceding conditions.
7.USE RESTRICTIONS: The Image(s) are prohibited to be used in any way that is defamatory, violates the rights of third parties (including such third parties' rights of copyright, privacy, publicity, or other tangible or intangible property), or are otherwise illegal or obscene, directly or in context or juxtaposed with objectionable subject matter, or that results in damage to the reputation of the Creator. Any use that infringes on any trade name, trademark or logo is also prohibited.
8. RELEASES: EyeFathom is not responsible for obtaining model, property, or other releases in connection with any of the Image(S) herein unless specifically stated that release is held by Eyefathom. No model, property or other release exists unless provided in writing to Licensee by the Creator. If EyeFathom is not the Creator of licensed Image(s) and therefore would not be responsible for any such releases.
9.LIABILITY: Licensee indemnifies, holds harmless and agrees to protect the Creator and EyeFathom, against all claims, liability, damages, costs and expenses, including legal fees and costs and/or expenses of collection services used to acquire payment from Licensee, as a result of (a) any and all uses of Image(s) by Licensee, including claims for defamation or liable or infringement of rights of copyright, publicity, privacy or other tangible or intangible property, and (b) any violation of this agreement by Licensee.
10. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES WILL ETEFATHOM OR THE CREATOR BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS OR INFORMATION, OR FOR BUSINESS INTERRUPTION) ARISING OUT OF (a) THE USE OR INABILITY TO USE IMAGES OR (b) THE INABILITY TO OBTAIN ADDITIONAL RIGHTS TO IMAGE(S) (SUCH AS ADDITIONAL RELEASES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, the total liability of the Creator and EyeFathom shall not exceed the total amount actually paid by Licensee under the Invoice. Licensee assumes full liability for its actions and omissions. FURTHERMORE, EYEFATHOM DISCLAIMS ALL WARRANTIES RELATING TO THE IMAGE (S), WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR SUITABILITY FOR A PARTICULAR PURPOSE.
11.AMENDMENTS: This agreement is the full understanding between EyeFathom and Licensee. No amendment or waiver of any terms is binding unless set forth in writing and signed by both parties. EyeFathom hereby objects to any terms contained in any writing prepared by the Licensee that purports to govern the licensing transaction described on the Invoice, which terms are in any way not consistent with any terms set forth on the Invoice, in these Terms and Conditions, or in EyeFathom's standard service procedures, unless such writing is countersigned by EyeFathom.
12.GOVERNING LAW: This Agreement and the licensing transaction described on the Invoice shall be governed by and interpreted under the law of the State of Colorado, U.S.A.. Any case, controversy, suit, action, or proceeding related to this agreement shall be brought, at EyeFathom’s sole discretion, in any federal or state court located in the County of Denver, State of Colorado, U.S.A., or in any national, federal, state or provincial court whose geographical jurisdiction covers the location of the Creator. The parties expressly submit to the personal jurisdiction and venue of each such court. EyeFathom reserves all rights and remedies under law.
13.PERSONAL USE: If you copy an image from the EyeFeathom.com website it is acceptable to use it for personal information and in academia so long as credit for ownership is prominently displayed with the image. Any claim to ownership shall be construed as an infringement to the copyright and damages may be sought and awarded.
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