Terms and Conditions
Evolve Images, LLC Terms and conditions
OWNERSHIP OF THIS WEBSITE
This website is owned and operated by COMPANY. All elements of the site, including the content and the general design are protected by copyright, trademark, trade dress and other US and international laws or treaties relating to intellectual property.
GENERAL WEBSITE RESTRICTIONS
NO META SEARCHING OR FRAMING: You may not take the results from a COMPANY search and reformat and display them, mirror or “frame” the COMPANY home page or results pages on your Web site. You may not link to any page of the Web site other than the home page located at [www.evolveimages.com.] You may not send automated queries of any sort to COMPANY’S system without express permission in advance from COMPANY.
PERMITTED IMAGE USAGE
Comp Use: COMPANY grants Licensee a personal, nontransferable, nonexclusive license to copy the Images selected onto its computer hard drive and to use the image(s) and any derivative works or copies (collectively, the "Image(s)") on one computer and with one user at a time only in the United States. The Image(s) may only be copied, modified and incorporated in materials for sample use including comprehensive layouts (“comp use”). The Image(s) may not be used in any final materials distributed internally or to the public. All other rights are reserved to COMPANY. Licensee must contact COMPANY to obtain a license for additional use.
Other than the above Comp Use, Images may not be used in any way, until an invoice granting usage rights is paid in full. Unless otherwise agreed, use of any Image is granted to the United States only and is limited to one year from date of invoice.
PROHIBITED IMAGE USE
The following uses are prohibited:
- The use of the Image beyond the terms of this limited license agreement, without first obtaining an additional license, including any electronic reproduction or promotional rights.
- To create any derivative use of an Image unless indicated on the invoice.
- To sublicense, re-license, rent or lease any of the Images.
- To use of the Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.
- To use of the Image in any way that violates a depicted person’s right of privacy or publicity, or to infringe on any trade name, trademark or service mark.
- To archive, republish or transmit any images on any database or to a network or bulletin board in a downloadable format or enable it to be distributed via mobile telephone devices, or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from COMPANY.
- To use any Image in an electronic template or application, including those that are Web-based, where the purpose is to create multiple impressions of an electronic or printed product, including, but not limited to, Web site designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter without obtaining a license for such purpose.
- To use the Image to promote a business that sells or licenses photographic images, or otherwise competes with COMPANY in any manner.
- To ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any export laws, restrictions or regulations.
Images used editorially should bear a credit line as indicated by COMPANY.
COMPANY reserves the right to automatically terminate the license contained in this agreement without notice if you, or your employer, fail to comply with any provision of this agreement. Upon termination, you and your employer must immediately stop using the Image, delete the Image and all copies from all magnetic media and destroy all other copies. COMPANY reserves the right to discontinue the use of any Image for any reason and elect to replace the Image with an alternate Image. Upon notice of any discontinuance of the use of a particular Image, you, your employer and your client, if applicable, agree not to use the Image in the future.
Except as permitted under a license agreement, Licensee must delete any Images downloaded and stored in any electronic and removable media and destroy any other copy of the Images. The copyright symbol, the name of COMPANY and the image number or other identification number associated with the Image(s) as may be included as part of the electronic file.
Time is of the essence in the performance by Licensee of its obligations for payments.
Payment of the invoice herein is to be net thirty (30) days. Any claims for adjustment or rejection of terms must be made to COMPANY within ten (10) days after receipt of invoice. Any non-payment of an invoice may be construed as unauthorized use.
LINKS TO THIRD PARTY SITES
The linked sites are not under COMPANY’s control and it is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. COMPANY is not responsible for webcasting or any other form of transmission received from any linked site. You acknowledge that COMPANY provides the links to you only as a convenience and it not endorse the linked sites or their use or contents.
Licensee agrees to indemnify and hold COMPANY, and the copyright holder, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, arising from the use of an Image or any breach of this agreement.
COMPANY GIVES NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARK, LOGO TYPES, REGISTERED OR COPYRIGHTED DESIGNS OR WORKS OF ART DEPICTED IN ANY IMAGE, AND THE LICENSEE MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS OR PERMISSION AS MAY BE REQUIRED FOR REPRODUCTION ARE SECURED. COMPANY IDENTIFIED THE CAPTION FOR EACH IMAGE TO THE BEST OF ITS ABILITY, BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION. NO MODEL RELEASES OR OTHER RELEASES EXIST ON ANY IMAGES UNLESS THE EXISTENCE OF SUCH RELEASE IS SPECIFIED IN WRITING BY COMPANY.
DIGITAL FILES ARE PROVIDED "AS IS." COMPANY MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDED BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF IMAGE, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM OR SOFTWARE PROGRAM. COMPANY MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE SITE WILL BE UNITERRUPTED OR ERROR FREE. THE USE OF THIS SITE IS AT YOUR OWN RISK.
YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL COMPANY, OR THE COPYRIGHT OWNER OF THE IMAGES, BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES AS A RESULT OF THE USE OF THIS SITE OR FROM YOUR ACCESS OR USE OF THE IMAGES ON THIS SITE. IN ANY EVENT, THE LIMIT OF LIABILITY OF THE COPYRIGHT OWNER OF THE IMAGE AND COMPANY SHALL BE THE FEE PAID FOR THE IMAGE TO COMPANY.
UNAUTHORIZED USE/RETROACTIVE LICENSE FEE
Any use of Image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling COMPANY to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to COMPANY other remedies under this Agreement, COMPANY reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times COMPANY normal license fee for use of the Image(s).
Jurisdiction and Attorney’s Fees: Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this Agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Seattle, Washington, pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of Washington. If Licensee is an agent for or an employee of a non-U.S. Company but operates in a place of business in the United States or its territories, expressly agrees that any dispute regarding this contract shall be adjudicated within the United States in the manner described here. Copyright claims shall be brought in the Federal Court having jurisdiction. Licensee agrees to be subject to the jurisdiction of the Federal Court of the District Western Washington. If COMPANY is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by Licensee.
No Assignment: This agreement is not assignable or transferable on the part of Licensee
No Waiver: No action of COMPANY, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of COMPANY in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.
Entire Agreement: This Agreement and the Invoice contains all the terms of the agreement between COMPANY and Licensee and no term or conditions may be added or deleted unless made in writing and signed by both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.
When purchasing images, the follow licensing terms apply:
Evolve Images End User License Agreement
THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU ("LICENSEE") AND Evolve Images, LLC (“COMPANY”). THIS LICENSE AGREEMENT APPLIES TO LICENSES ISSUED ONLINE (THE “AGREEMENT”). THE TERM LICENSEE INCLUDES THE CLIENT IF THE AGENT IS ACTING ON BEHALF OF THE CLIENT AND PROVIDED BOTH AGENT AND CLIENT ARE JOINTLY AND SEVERALLY LIABLE TO COMPANY UNDER THE AGREEMENT.
“Images” means all types of visual content, including without limitation still photography, motion film or video and may include audio elements, whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to Images includes the whole or the part.
“Usage parameters” means the criteria imposed by COMPANY at the point of licensing, which may or may not include industry, territory, duration, amount of imprints (either web or print), and layout specifications.
“Invoice" means the agreement provided by COMPANY or an authorized distributor that includes among other terms, the permitted scope of use of the Images selected any limitations on the use of the Images and the licensee fee that corresponds to the use. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
2. License Terms.
Subject to the terms of this License Agreement, COMPANY grants Licensee, within the usage parameters indicated by LICENSEE and as outlined in the Invoice, a one-time, non-transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, and right to create derivative works with respect to COMPANY’S Images identified on Company’s Invoice, in any and all media for all uses other than the restrictions in Sec 4. All other rights to the Images, software and accompanying materials (if applicable), including without limitation, copyright and all other rights, are retained by COMPANY. All rights not specifically granted are retained by COMPANY.
Licensee may alter, crop, modify or adapt the Images. Licensee may make a back-up copy of the content for internal back-up purposes provided COMPANY’S copyright and any image identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement.
4. Restrictions on Use
Except as provided herein, Licensee may not
- Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Images.
- Licensee may not, without obtaining the prior written consent of COMPANY and the payment of additional License Fees: include the Licensed Material in an electronic template intended to be used by third parties on electronic or printed products, or where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates, electronic greeting cards, business cards, t-shirts, mugs, calendars, posters, screensavers or wallpaper for mobile devices or any other electronic or printed matter without obtaining a license for such purpose;
- Sell, license or distribute its final product in such a way that permits Licensee's end users to extract or access the Images as a stand-alone file.
- Incorporate the Images into a logo, trademark or service mark.
- Distribute, post or upload the Image(s) online in a downloadable format or enable it to be distributed via mobile devices.
- Use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other subject matter and materials.
- With respect to the software on the CD-ROM or other storage media, decompile, reverse engineer, disassemble or otherwise reduce the software to a human readable form.
- Use any of the Images in any manner prohibited by any export laws, restrictions or regulations.
- Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Images.
5. Product Endorsement or Sensitive Use Disclaimer
If any Image featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person, Licensee must accompany each such use with a conspicuous statement that indicates that the person is a model and the Image is being used for illustrative purposes only. These requirements are without prejudice to the obligations of the COMPANY regarding use of the Images contained elsewhere throughout this Agreement.
Model releases are available on Image(s) containing models upon request. Other than model releases for recognizable persons, COMPANY grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Image, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.
Company Indemnity. Provided COMPANY is not otherwise in breach of this Agreement and subject to Section 8, as Licensee's sole and exclusive remedy for any breach of the representations and warranties above, Licensor shall defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that Company is in breach of its warranties set forth below. No other indemnification is offered by Licensor under the Agreement
Licensee Indemnity. Licensee agrees to defend, indemnify and hold COMPANY and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Image(s) outside the scope of this Agreement or any other breach by Licensee of this Agreement.
8. Warranties and Limitation of Liability
COMPANY represents that it has the right to grant the license herein and warrants the Images to be free from defects in material and workmanship for 30 days from delivery.
COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE IMAGES/FOOTAGE, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGES/FOOTAGE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE IMAGES/FOOTAGE.
Licensee may have additional rights under state law.
9. Payment Terms
No licenses are granted until full payment of COMPANY’S invoice is received. Unless credit terms have specifically been agreed directly between COMPANY and the Licensee, Payment of COMPANY'S invoices must be received on the sooner of Thirty (30) days of its date net, without any discounts, or prior to the publication of any Image. The licensee agrees to pay COMPANY a service charge of 10% percent per month on any unpaid balance after this time period for the use of the Image.
Any disputes concerning the invoice must be submitted in writing, within Thirty (30) business days of the invoice date, or the licensee shall be deemed to have accepted the invoice as issued.
10. Cancellation Policy for Licensed Images:
All licenses are final; no refunds or credits will be allowed.
11. Copyright Infringement and Liquidated Damages
In the event that the Licensee utilizes any Image without or prior to the granting of a license, COMPANY reserves the right to seek damages through legal means unless the licensee agrees to reimburse COMPANY, as liquidated damages, a sum equal to five (5) times the market value price charged for such use of a Evolve Images image/Footage.
If the licensee fails to make the payment as outlined above, within Thirty (30) days of COMPANY’S invoicing such fee, this liquidated damage provision shall be void and COMPANY reserves the right to sue for copyright infringement, including attorneys' fees and all associated costs.
The license contained in this Agreement will terminate automatically without notice from COMPANY if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Images, (ii) destroy or, upon the request of COMPANY, return the Images to COMPANY, and (iii) delete or remove the Images from Licensee's premises, computer systems and storage (electronic or physical).
Licensor reserves the right to revoke the license to use any Images for good cause and elect to replace such Image with an alternative Image. Upon notice of any revocation of a license for any Images/footage, Licensee shall immediately cease using such Image s/Footage, shall take all reasonable steps to discontinue use of the replaced Images in products that already exist and shall inform all end-users and clients of same.
If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.
15. Choice of Law/Attorney’s fees
This Agreement will be governed in all respects by the laws of the State of Washington, without reference to its laws relating to conflicts of law. Licensee agrees that the Circuit or County Court of the State of Washington for King County and the United States District Court for the District of Washington located in Seattle, 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. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If COMPANY is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse COMPANY for its legal fees and disbursements if COMPANY is successful.
No action of COMPANY, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
17. Entire Contract
This contract contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.