Standard License

Download Agreement
License of Photobank AZ

This agreement (this "Agreement") shall be binding upon Photobank AZ and any member (the "Member") who downloads a photograph, image (the "image") from the Photobank AZ website. The Member acknowledges and agrees that he or she shall be bound by the terms and conditions of this Agreement and that this Agreement applies to each Image that the Member downloads.

No Sale

The Member acknowledges and agrees that this Agreement does not effectuate any sale of the Image. Except for the rights specifically sublicensed under this Agreement, the Member shall not have any right, title or interest in or to, and in any event shall have no ownership of, the Image, including any copyright and other intellectual property rights.
Sublicense
Subject to the terms and conditions of this Agreement, Photobank AZ hereby grants to the Member a non-exclusive, perpetual, worldwide, non-transferable sublicense to use, reproduce, modify or display the Image an Unlimited number of times in the authorized media solely for
(a) personal or educational purposes and
(b) in connection with the operation of a business,
and in the case of each of (a) and (b), with the right to sell or distribute for sale the Image or any reproductions or modifications thereof, if incorporated or together with or onto any item of merchandise or other image of authorship, in any media or format now or hereafter known. The Member shall have no right to grant further sublicenses. The Member shall have the right to transfer files containing the Image or permitted derivative images to employees, or have the Image reproduced by subcontractors, provided that such employees and subcontractors agree to abide by the restrictions of this agreement. In the normal course of image flow, the Member may also convey to a third party (such as a printer) temporary copies of the Image that are integral to the image product and without which the image product could not be completed. Third parties, employees and subcontractors shall have no further or additional rights to use the Image and cannot access or extract it from any other file provided.

Notwithstanding anything to the contrary contained in this Agreement, with respect to electronic formats, the Member's reproduction, distribution or display of the Image shall be limited to a resolution of 800 x 800 pixels in website uses (regardless of the resolution of the Image available for downloading from the Photobank AZ website); and shall be limited to the resolution available for downloading from the Photobank AZ website in other electronic uses. For clarification purposes but subject to the foregoing restrictions, it is intended that this sublicense shall permit use, reproduction and display of the Image in or for a business or commercial setting or circumstances, display in an office or other place of business, on advertising and promotion materials, and the like.

For clarification purposes but subject to the foregoing restrictions, it is intended that this sublicense shall permit use, reproduce, distribute or display the Image in connection with design template applications intended for resale and use, reproduce, distribute or display the Image in connection with any goods or services intended for resale or distribution, including, without limitation, mugs, t-shirts, posters, greeting cards, posters or other merchandise, and any of the foregoing in "print on demand" or tangible or electronic formats, as applicable; use, reproduce, distribute or display the Image in connection with a PR campaign aimed at the promotion of goods or services to the medias.

Restrictions

Notwithstanding anything to the contrary contained in this Agreement, and without limitation to any aforementioned restrictions, the Member acknowledges, agrees and warrants that he or she shall not:
(a) sublicense, sell, assign, convey or transfer any of its rights under this agreement. Sell, license or distribute the Image or any modified Image as stand-alone files (other than a permitted distribution to the media in connection with a press release, as set forth in Section 2 above) or as part of an online database or any other database, or any derivative product containing the Image in such way that would allow a third party to download, extract or access the Image as a stand-alone file; provided however that such prohibition shall not prohibit Social Media Posting by the Member, as described above - the Image shall be limited to a resolution of 800 x 800 pixels;
(b) share the Image with any other person or entity except as expressly permitted under this Agreement;
(c) post the Image online in a downloadable format, post the Image on an electronic bulletin board; provided however that such prohibition shall not prohibit Social Media Posting by the Member, as described above - the Image shall be limited to a resolution of 800 x 800 pixels;
(d) download or store the Image on more than one computer at the same time, except that the Member may make a single backup copy to be stored on media separate from the single permitted computer;
(e) use, reproduce, distribute or display the Image (including, without limitation, by itself or in combination with any other image of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;
(f) remove any notice of copyright, trademark or other intellectual property right, or other information that may appear on, embedded in, or in connection with the Image in its original downloaded form, it being understood that the Member shall reproduce any and all such notices in any backup copy of the file comprising the Image that the Downloading Member makes;
(g) incorporate the Image into a trademark or service mark;
(h) take any action in connection with the Image that violates any law, regulation or statute in an applicable jurisdiction;
(i) Use the Image in an editorial manner, without the following credit adjacent to the Image: "© [Alexander Zlatnikov] / Photobank AZ" (the "Copyright Notice"); provided however that if such Copyright Notice is not required under applicable law for use in a particular situation, AND if it would not be customary to include such Copyright Notice in such particular situation, then the Copyright Notice will not be necessary for use in such particular situation only;
(j) take any action in connection with the Image that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Image and the rights of any person who, or any person whose property, appears in the Image; or
(k) take any action in connection with the Image that would reasonably imply that the creator of the Image, or the persons or property appearing in the Image (if any), endorse any political, economic or other opinion-based movements or parties.
(l) use the Image in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive - this includes, but is not limited to:
(1) the use of Images in pornography;
(2) tobacco ads;
(3) ads for adult entertainment clubs or similar venues, including escort or similar services;
(4) political endorsements;
(5) uses that are defamatory, or otherwise contain unlawful, offensive or immoral content.

Limitations and Disclaimer

The Member agrees that Photobank AZ, will not be liable for damages, whether direct, incidental, indirect or consequential, arising from any use or non-use of the Image, even if such parties have been advised, or advised of the possibility, of such damages.
The Member acknowledges that Photobank AZ generally does not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Images. The procuring of such releases is the responsibility of the Member.
The Member acknowledges that Photobank AZ generally does not have releases from property owners, manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some Images. It is generally not possible for any stock image library or artist to get blanket releases for such products, but they can often be obtained on a case-by-case basis. The procuring of such releases is the responsibility of the Member.
THE IMAGE IS PROVIDED "AS IS" AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Term and Termination

This Agreement shall continue in perpetuity unless terminated in accordance with this Section. Photobank AZ may at any time terminate this Agreement with respect to any Image in the event of any breach by the Member of any of his or her representations, warranties or obligations under this Agreement. The Member may at any time terminate this Agreement. Each of Photobank AZ and the Member shall notify the other in the event it, he or she terminates this Agreement. Photobank AZ shall also have the right, in its sole discretion, to deny the downloading of any Image from the Photobank AZ website. Upon termination of a license for any particular Image, the Member shall immediately cease using such Image, destroy, or upon the request of Photobank AZ return the Image to Photobank AZ, delete or remove the Image from its permises, computer systems and storage (electronic and physical), and shall ensure that its clients and customers do likewise.

Effect of Termination

Upon the termination of this Agreement, the Member shall cease using the Image and destroy all copies of the Image, and all derivative images and related materials (if any), in his or her possession or control.
Photobank AZ shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. The Member shall have no right to assign any of his or her rights or obligations under this Agreement.
Without limitation of Photobank AZ’s indemnity obligations herein, Photobank AZ is relying on the representations and warranties made by Photobank AZ’s Uploading Members regarding the Images and their compliance with Photobank AZ's Terms and Conditions of Use, including the non-infringement of Images, and Photobank AZ does not have the right or ability to control the Images for purposes of the Digital Millennium Copyright Act or any claim of liability made by any third party against Photobank AZ.
This Agreement shall be inure to the benefit of, and be binding upon, Photobank AZ and the Member, and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Photobank AZ and the Member, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other.
If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect.
The underlined headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement

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