effective as of 1st of July 2022
This Agreement is between Stockphotos.com GmbH, Wissmannstr. 30, 50823 Cologne, Germany, owner and operator of Stockphotos.com and the Stockphotos.com API (hereafter the “Service”, “We” or “Us”) and the user (‘You’ or ‘User’) who downloads photos, vector illustrations, graphics, icons, video, fonts, vehicle templates and other content (hereafter ‘Image’ or ‘Content’) from the Service.
1. Use of the Service
1.1 You have agreed to be bound by this Agreement and by downloading any of the Content from Us, You acknowledge that You have read, understood, and accepted this Agreement.
1.2 If You choose to use the Service under the single-access-right, Your username and password are to be used only by You and You must not share them. If You use this Service under the multi-seat access right, You may receive usernames and passwords for each seat in Your user account. Upon request and in a separate agreement, the right to add users in affiliated companies can be granted.
You may download Content at maximum resolution in the quantity defined by the product or service purchased.
3. Standard License
3.1 In case You download Content under a Standard License, then by this Agreement, We grant You a non-exclusive, non-transferable, right to:
- use the Content for commercial or advertisement purposes in magazines and newspapers or as a design element for a video game or digital media;
- use the Content online in electronic publications, email, social media (including for example Facebook, Instagram, LinkedIn, Youtube) or websites but not in connection with any website template or software product for distribution or resale by others;
- use the Content as part of marketing, advertising, or promotional materials, including print advertisements, mailers, handouts, and packaging with print run up to five hundred thousand (500,000);
- use the Content for all forms of vehicle livery and signage;
- use the Content as design elements in video, film, or television;
- use the Content after the subscription period ends.
3.2 You may not:
- use any Content except as expressly permitted by this License or reproduce any Content (in whole or in part) more than five hundred thousand (500,000) times;
- create a digital or print greeting card line based on the Content - or use Con-tent as the basis for any individual or collection of physical or digital objects which you then offer for sale. However, you may use Content for manufacturing or producing physical items for promotional use only, including paper greeting cards, magnets, etc., provided that you do not produce more than 500 copies of any single item that bears one or more Content and further provided that such items combine text with any Content. Promotional uses must comply, in all respects, with the restrictions set forth in this agreement. You may not sell or distribute items (e.g., mousepads, calendars, mugs, t-shirts, bookmarks, etc.) that incorporate Content. If you wish to use Content in connection with the production of any items prohibited by this Standard License, you may purchase an Extended License, which provides a broader grant of rights;
- use or display any Content on websites or in connection with any service de-signed to sell or induce sales of "print on demand" products using or incorporating Content, including, by way of example only, postcards, mugs, t-shirts, posters, prints, wallpaper, artwork and other items; and
- allow Your end users to search, preview and download Content from Your platform;
- use the Content contrary to the restrictions applicable to all License types set forth in Section 6 below.
4. Extended License and Custom Extended License
4.1 In case you download Content under an Extended License, then by this Agreement, We grant You the same rights and restrictions as contained in the Standard License stipulated above in Section 3, and additionally a non-exclusive, non-transferable, right to:
- Use the Content as a part of commercial or advertisement purposes in magazines and newspapers or as a design elements for a video game or digital media without limit to the number of reproductions;
- use the Content online in electronic publications, social media media (including for example Facebook, Instagram, LinkedIn, Youtube) or websites, and in connection with any website template for use by others;
- use the Content as part of marketing, advertising, or promotional materials, including print advertisements, mailers, handouts, and packaging without limit to the number of reproductions;
- use the Content in for one (1) merchandise project in merchandise for resale or distribution, without regard to the size of the manufacturing or duplication run of such merchandise (including downloads), including, without limitation, computers, computer peripherals, clothing, artwork, magnets, posters, and online and paper greeting cards; and
- with an additional Print-on-Demand or Merchandise-on-Demand License (as the case may be) use or display any Content on websites or in connection with any service designed to sell or induce sales of "print on demand" products using or incorporating Content, including, by way of example only, postcards, mugs, t-shirts, posters, prints, wallpaper, artwork and other items.
4.2 We may offer You a Custom Extended License which grants you the same rights and restrictions as contained in the Standard License stipulated above in Section 3, and additionally non-exclusive, non-transferable as agreed upon on a case-to-case basis in a separate agreement.
4.3 You may not:
- allow Your end users to search, preview and download Content for the purpose of re-selling the Content as such (that is: without the content be-ing incorporated in a product) from Your platform;
- use the Content contrary to the restrictions applicable to all License types set forth in Section 6 below.
5. Print-on-Demand License, Merchandise-on-Demand License
In case you download Content under a Print-on-Demand or Merchandise-on-Demand License, then by this Agreement, We grant You the same rights and restrictions as contained in the Standard License stipulated above in Section 3, and additionally a non-exclusive, non-transferable, right to:
- use or display any Content on websites or in connection with any service designed to sell or induce sales of "print on demand" or “merchandise-on-demand” products using or incorporating Content, including, by way of example only, postcards, mugs, t-shirts, posters, prints, wallpaper, artwork and other items;
- allow Your end users to search, preview and use, solely for the purposes of designing and creating the Print on Demand or Merchandise on Demand Product, preview versions of the Content (that is: a low-resolution and compressed version, but not the Content itself) from Your platform; and
- if strictly necessary according to the respective licensing term of the Print-on-Demand or Merchandise-on-Demand Platform (such as Amazon Merch Collab and similar), to grant the respective platform the right to the completed Print-on-Demand or Merchandise-on-Demand Product using or incorporat-ing Content (but not the Content as such).
6. Restrictions for all License types
Irrespective of the type of License obtained You may not:
- create scandalous, obscene, defamatory or immoral works using the Content nor use the Content for any other purpose which is prohibited by law;
- use the Content for implied or stated endorsements of political parties or other opinionbased movements;
- use or permit the use of the Content or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the Content or any part thereof;
- use the Content in electronic format, online or in multimedia applications unless the Content are incorporated for viewing purposes only and no permission is given to download and/or save the Content for any reason;
- rent, lease, sell, sublicense or lend the Content, or a copy thereof, to another person or legal entity (for the avoidance of doubt: You are allowed to have to Content processed on your behalf by contractors like your designer, printshop or production studio. That is not a license transfer);
- use the Content to compete commercially with Us;
- use the Content in a defamatory manner or context, either by changing it or by any accompanying text. Advance written permission is required for use of Content that depict any illegal goods or activities, or any sensitive subjects, including but not limited to, contraception, matters of a sexual nature, substance abuse, domestic violence, alcohol, tobacco, AIDS, cancer, acts of violence and other serious physical or mental ailments;
- use the Content in an editorial manner without the accompanying credit line or attribution, placed in a way that is reasonable to the applicable use, in the format: “Contributor Name (if available) / stockphotos.com”, or as designated on the Website.
7. Use for Client
You have the rights to license Content for the benefit of a client, provided that you:
- represent and warrant that you have full legal authority to bind your client to the terms of this License;
- are solely responsible and liable for use of the Content by your client;
- transfer your license to your client via an enforceable written agreement;
- do not use the Content for the benefit of another client or for yourself without obtaining another license first.
8. Term of the License
8.1 The Standard License shall remain in effect indefinitely, as long as You are in compliance with the terms and conditions of this Agreement.
8.2 This license will terminate if You fail to comply with any of its terms or conditions. You agree, upon termination, to destroy all copies of the Content. The Limitations of Warranties and Liability set out below shall continue in force even after any termination.
We warrant that: (1) we have all necessary rights and authority to enter into and perform this Agreement; and (2) the Content (excluding any User modifications), will not infringe on any copyright or moral right, trademark or other intellectual property right and will not violate any right of privacy.
10. Indemnification and Liability
10.1 Provided (1) the Content is only used in accordance with this Agreement and (2) that you shall inform us without undue delay of any impending action, and (3) we have sole control of the defense of any such claim or action and all negotiations for its settlement or compromise (so long as it does not require You to admit liability or infringement alleged) and that (4) You cooperate fully with us in the defense of the claim, we will defend, indemnify and hold harmless You and your affiliates and its respective officers, directors and employees from damages, liabilities and expenses, arising out of or connected with any actual lawsuit or legal proceeding alleging that we are in breach of the warranties set forth in Section 9 above. Our total maximum liability under this Agreement and any other agreement with Us; regardless of the file size, or the use of any Content in any manner, shall be limited to an aggregate of ten thousand ($10,000) US dollars per case.
10.2 Except for the express warranties stated in Section 4 above, We give not further warranties, express or implied.
10.3 We shall be fully liable for damages (a) resulting in a loss of life, bodily injury, or bodily harm due to a breach of duty by us, a legal representative, or agent, (b) caused by the absence of any condition guaranteed, or (c) caused intentionally or through gross negligence. In the event of property or financial damages due to slight negligence, we shall only be liable in the event of breach of an essential contractual duty (duties which need to be carried out in order to actually perform the contract and in which You do and may trust), and then only to the extent the damages are foreseeable. In no way shall the aggregate liability exceed 10.000 US-Dollar per case. Any further liability for damages is excluded. Liability according to compulsory statutory law remains unaffected.
10.4 You shall defend, indemnify and hold harmless Us and our respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs), arising out of or as a result of claims by third parties relating to Your use of any Content outside the terms of this Agreement or any other actual or alleged breach by User of this Agreement.
10.5 On Our demand You shall cease to use any disputed Content and We will replace the withdrawn Content with Content of equal or superior quality and quantity.
11.1 This is the entire Agreement between You and Us, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement.
11.2 This Agreement shall be governed by and construed in accordance with the laws of Germany, excluding its stipulations regarding choice of law. As far as permitted under applicable law, all claims arising out of or in connection with this Agreement shall be brought to the courts of Cologne, Germany.
11.3 If any provision of this Agreement is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the Agreement and the other provisions shall remain in full force and effect.