STOCKXPERT
Image License Agreement

Last updated: 6 Feb, 2008

The following is a legal agreement between You and the owners of Stockxpert.com ("Website"), HAAP Media Ltd. ("Stockxpert", "We", "Us") which governs the use of any non-watermarked photographic image, illustration, animation, Flash file, film or video footage, motion sequences, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material  ("Images") downloaded from our Website. By downloading an Image You agree to be bound by the terms of this Agreement automatically, without any other conditions or declarations. If You do not agree with these terms, You are not allowed to download any Image.

All Images on the Website are copyrighted and are the property of Stockxpert or its image providers. All rights are reserved unless otherwise granted to You. Your rights to use the Image are subject to this Agreement.

We hereby grant to You a non-exclusive, non-transferable license to use the Image on the terms and conditions explained in this Agreement.

A: Standard license terms -- Permitted uses

You may use the Image for the following purposes:

• In digital format on websites, multimedia presentations, broadcast film and video, cell phones.
• In printed promotional materials, magazines, newspapers, books, brochures, flyers, CD/DVD covers, packaging etc.
• Along with your corporate identity on business cards, letterhead, etc.
• To decorate your home, your office or any public place.

B: Prohibited uses

You may not use the Image in the following ways, unless they are expressly permitted by one of our Extended licenses that You have obtained from Us in writing for the Image:

• In electronic items for resale, such as website templates, document templates, wallpapers, screensavers, e-cards or similar products that You intend to sell or distribute.
• For creating printed reproductions that You intend to sell.
• On physical items for resale and "print on demand" items such as t-shirts, postcards, mouse pads, coffee mugs, calendars (e.g. on sites like Cafepress), or on any similar mass produced items that would contain the Image in a dominant way.
• For pornographic, unlawful or other immoral purposes, for spreading hate or discrimination, or to defame or victimize other people, societies, cultures.
• In a way that would make people assume that the person(s) depicted on the Image is/are endorsing a certain product or a service.
• In a way that could give a bad name to either Stockxpert or the person(s) depicted on the Image, including illustrating sensitive social subjects such as health issues, crime, sexual preferences, drug abuse or similar issues.
• As part of a business name, trademark, service mark or logo.
• In any print project where the number of copies would exceed 250.000.
• You may not reverse engineer, decompile, translate, or disassemble any part of the Image(s).
• SELLING AND REDISTRIBUTION OF THE IMAGE (INDIVIDUALLY OR ALONG WITH OTHER IMAGES) IS STRICTLY FORBIDDEN! DO NOT SHARE THE IMAGE WITH OTHERS!

C: Information on rights

Stockxpert requires a written Model Release for each Image that has identifiable people on it (within reasonable boundaries). However We do not represent or make warranties whatsoever as to the legality or validity of any Release associated with an Image.

Furthermore, certain Images may be subject to additional copyrights, property rights, trademarks etc. and may require the consent of a third party or the license of these rights. Stockxpert does not represent or make any warranties that it owns or licenses any of the mentioned, nor does it grant them. It's your sole responsibility to make sure that You have all the necessary rights, consents and licenses for the use of the Image.

You acknowledge that by purchasing an Image the ownership of the Image does not get transferred to You and You must not claim that it is yours. Your license is non-transferable, which means that You are not allowed to sell, rent, give, sublicense, or otherwise transfer the Image or the right to use the Image to anyone else. The work You create with the Image must be used either by yourself or by your client. By obtaining a Multi-seat extended license for the Image You may share the Image with other people at your organization. You warrant that You will do your best to prevent third parties from duplicating the Image.

D: Termination

This Agreement is effective until it is terminated. This Agreement will terminate automatically, without notice from Stockxpert, if You fail to comply with any provision of this Agreement.
You can terminate the licenses granted under this Agreement with respect to any Image(s) by destroying the Image(s), along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Image(s) for any purpose. Such termination may not effect payment or indemnity obligations.

E: Indemnification

You agree to indemnify, defend, and hold harmless Stockxpert and its officers, employees, shareholders, directors and suppliers against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to a breach of this Agreement, the use of this site and the use or the inability of use of any Image, your failure to abide by any restriction regarding the use of an Image, or any claim by a third party related to the use of an Image.

F: Warranty and Liability

You represent, warrant and covenant that:

• You are at least eighteen years of age and have the full right and authority to enter into this Agreement on behalf of You and/or your company, employer or principal;
• You will not use the Image(s) in any way that is not permitted by this Agreement;
• Your use of the Image(s) will not violate any applicable law or regulation of any country, state, or other governmental entity;
• The information that You provide to JUPITERIMAGES is accurate and true, including, without limitation, all credit card or other payment information and You shall update such information as necessary;
• If You are acting as an agent, You must inform your client/principal of the terms of this Agreement.

THE WEBSITE AND THE IMAGES ARE PROVIDED "AS IS". WE OFFER NO WARRANTY, EXPLICIT OR IMPLIED, REGARDING ANY IMAGES, THE WEBSITE, THE ACCURACY OF ANY INFORMATION, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. STOCKXPERT DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR THE IMAGES WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

STOCKXPERT SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE WEBSITE OR THE IMAGES.

G: Limitation of Remedies

Replacement or Refund: Stockxpert�s entire liability and your exclusive remedy, with respect to any claims arising out of this Agreement shall be at JUPITERIMAGES' sole discretion, either: (i) replacement of Image(s); or (ii) refund of any fee paid for the specific Image(s). Any claims must be brought within twelve (12) months of the date that You discovered such claim, or reasonably should have discovered such claim or shall be waived.

H: Additional Terms Addendum - Extended Licenses for Pay-Per Download Images Only

In addition to terms above, the following terms also apply if the permitted uses in the above license terms are not sufficient for your project, and you decide to purchase one or more of the following additional licenses for an Image, where available.

H1: Multi-seat license - 5 persons

By obtaining a 5-person multi-seat extended license You may share the Image with up to 4 people at your organization who may also use the Image according to the rules of this Agreement. All other restrictions from the “Prohibited Uses” section still apply.

H2: Multi-seat license - Unlimited use

By obtaining an unlimited multi-seat extended license You may share the Image with an unlimited number of persons at your organization who may also use the Image according to the rules of this Agreement. All other restrictions from the “Prohibited Uses” section still apply.

H3: Physical items for resale - Limited run

By obtaining this license You may use the Image on items for resale such as t-shirts, postcards, mouse pads, coffee mugs, calendars or similar, even if they contain the Image in a dominant way. You may print up to 10,000 items of each category. If You exceed that amount, You must purchase this license again. All other restrictions from the “Prohibited Uses” section still apply.

H4: Electronic items for resale - Unlimited run

By obtaining this license You may use the Image in website templates, document templates, wallpapers, screensavers, e-cards or similar products with no limitations regarding the number of copies. All other restrictions from the “Prohibited Uses” section still apply.

H5: Extended print license - Unlimited run

The standard license maximizes the number of printed copies at 250,000. By obtaining this license You may use the Image in an unlimited amount of printed copies. All other restrictions from the “Prohibited Uses” section still apply; for example, this license does not allow You to use the Image for creating printed reproductions or physical items for resale.

I: Additional Terms Addendum - Subscription

In addition to terms above, the following terms also apply if You are purchasing a subscription plan to the Website:

The following provisions are added to Section B:

• “You may not stockpile, download, or otherwise store Image(s) not used during the subscription term for future use.”
• “You may not download more than twenty-five (25) Images per day.”

The following is added to Section C:

We may: (i) monitor, as frequently as We determine, anything You download from the Website, (ii) limit downloads to a fixed amount of downloads per 24 hour period so as to insure the best possible service to all subscribers to the Website, (iii) track any abuse of Your username and password, (iv) suspend or terminate Your account, without notice, if We believe there is a violation of this Agreement or any abuse of Your username and password.

The following is added to Section D:

“This Agreement, and Your right to use the Image(s) shall immediately, and automatically, terminate upon the expiration or termination of your subscription term provided, however, that after your subscription term terminates or expires, You may continue to use any Image(s) incorporated into a product or service during the subscription term in the same product or service in accordance with the terms of this Agreement.”

The following is added to Section F:

“You will hold all passwords for any subscription in the strictest of confidence. You may not share or disclose any password to any other user or third party other than as specifically provided for herein. If You breach any provision of this section, We shall be entitled to (i) terminate this Agreement immediately, (ii) retain all payments paid pursuant to this Agreement and, (iii) seek any legal or equitable remedies.”