Credit Licence Agreement ^HOT^
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We do not accept returns for purchases of electronic documents. For documents in paper format, CD-ROM or other similar media sent by post, returns are accepted in the case of an order having been mistakenly placed twice or on a case by case basis. In all cases, without exception, documents can only be returned upon agreement from ISO who will explain the procedure to follow.
Employer or client. If you are purchasing on behalf of your employer or client, then your employer or client can use the content. In that case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this agreement. If you do not have that authority, then your employer or client may not use the content.
You will be responsible for tracking all activity for each user account, and you agree to: (1) maintain the security of all passwords and usernames; (2) notify iStock immediately of any unauthorized use or other breach of security; and (3) accept all responsibility for activity that occurs under each user account. iStock reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If iStock determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and seek further legal remedies.
Who owns the content?All of the licensed content is owned by either iStock or the artists who supply the content. All rights not expressly granted in this agreement are reserved by iStock and the content suppliers.
Termination.Except in the case of subscriptions, this agreement is effective until it is terminated by either party. You can terminate this agreement by ceasing use of the content and deleting or destroying any copies. You must also sign-in to your account at least once per year to avoid expiration of credits. iStock may terminate this agreement at any time if you fail to comply with any of the terms, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to iStock in writing that you have complied with these requirements.
Subscription Termination. Unless renewed, subscription agreements terminate automatically at the end of the subscription period. iStock may terminate any licenses before the end of the subscription period if it reasonably believes there is a violation of this agreement and/or abuse of the subscription account, in which case you must immediately: cease using the content; delete or destroy any copies; confirm to iStock in writing that you have complied with these requirements; and pay iStock any amounts which remain owing to the end of the term of your subscription as set on your invoice.
Social Media Termination. If you use the content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, this agreement shall immediately terminate.
Content Withdrawal.iStock may discontinue licensing any item of content at any time in its sole discretion. Upon notice from iStock, or upon your knowledge, that any content may be subject to a claim of infringement of a third party's right for which iStock may be liable, iStock may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. iStock will provide you with replacement content (determined by iStock in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
However, please note that these warranties do not prevail over any: (1) charges assessed on you (or a Broadcaster of the Work) pursuant to the terms of a blanket license or other written agreement between you (or such Broadcaster) and any performing, mechanical, or other rights society that collects and administers royalty payments or similar remuneration on behalf of music publishers, writers and performers (a "Collection Society"); (2) fees to the extent arising from your use of other musical content together with Music; or (3) fees, levies or other remuneration, the collection of which is exclusively delegated to a Collection Society by local statute, irrespective of the membership of, or any contractual mandate from, any of the writers, composers, performers or other rights holders in the Music.
Indemnification of iStock by you. You agree to defend, indemnify and hold harmless iStock and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.
Indemnification of you by iStock. Provided that the content is only used in accordance with this agreement and you are not otherwise in breach of this agreement, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 9(a) above, iStock agrees, subject to the terms of this Section 10, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by iStock of its warranty in Section 9(a) above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from iStock, or upon your knowledge, that the content is subject to a claim of infringement of a third party's right.
Extended Legal Guarantee. Unless you purchase an extended license, iStock's total maximum aggregate liability (meaning the total amount iStock is responsible for, whether under this agreement or any other agreement for the same content) is limited to $10,000 US dollars per item of content. This limit applies regardless of the number of times you license the same piece of content from iStock. Under an extended license, this amount is increased to $250,000 US dollars per item of content. If you need a higher indemnification amount, please contact iStock.
Assignment. This agreement is personal to you and is not assignable by you without iStock's prior written consent. iStock may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to iStock sample copies of projects or end uses that contain licensed content, including by providing iStock with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, iStock may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to iStock of five percent (5%) or more of the amount you should have paid, then in addition to paying iStock the amount of the underpayment, you also agree to reimburse iStock for the costs of conducting the audit. Where iStock reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at iStock's request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by iStock.
Governing Law/Arbitration. This agreement will be governed by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") if you are in North America, or of the International Centre for Dispute Resolution ("ICDR") or JAMS if you are outside of North America (the applicable rules to be at your discretion), in effect on the date of the commencement of arbitration to be held in one of the following jurisdictions (whichever is closest to you): New York, New York; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs including attorney fees relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, iStock shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of iStock, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim. 2b1af7f3a8