HotShotz Stock Commercial Royalty-Free End User License Agreement (EULA)
THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND David Lace, HotShotz Stock Photography and RTZ Studios (“LICENSOR”). BY ACCEPTING AND USING LICENSOR’S
ROYALTY-FREE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS
Section 1: Definitions
“Product” or “Products” means any Licensor image, photograph, illustration, clipart, or any other audio or visual content, whether obtained via download from any Licensor website or Authorized Distributor’s (as defined below) website, or delivered via any storage media, and shall include all metadata including keywords, descriptions, and captions associated therewith. The term "comp", as used in this licensing agreement, means a watermarked sample of a design or communication project only for internal use or for presentation to a client of an idea. Our content may not be displayed beyond comp use without paying for a license.
“Licensee” means you, your employer, and/or your client (if you are an agent acting on behalf of a client).
“Authorized Distributor” means any distributor that Licensor has authorized to distribute Licensor’s Product.
Section 2: Grant of Rights
Our images are NOT
free. Licensee must
purchase a license for each image (or image collection) to be used for
(If you are caught using a watermarked image you will be fined for the
full price of the
image license. NO EXCEPTIONS.) Copyright is NOT transferred to Licensee
upon licensing of an image. Subject to Licensee’s payment of the
purchase price for the Product and
Licensee’s compliance with the terms of this Agreement, Licensor grants
Licensee a non-transferable, non-exclusive, non-sublicensable right to
use and reproduce the Product only for the Permitted Uses (“Permitted
Uses”) described below. No ownership or copyright in any Product shall
transfer to Licensee by the grant of the license contained in this
Agreement. All rights not specifically granted by this Agreement are
retained by Licensor and the copyright holder.
Section 3: Number of Users / Seat License
Licensee may store the Product on a server, image library, or network configuration to be viewed by Licensee or its clients, provided that no more than 8 designated individuals may use the Product. Before permitting additional use to more than those 8 designated individuals, Licensee must upgrade the seat license with Licensor.
Section 4: Permitted Use of Comp Content
low-resolution watermarked comp, placed here for visual reference only, may be
downloaded off this web site or other media provided the chosen content
is used only for layouts and comps. Comp content may also be included
in non-commercial personal projects for portfolio use only.
Specifically, our content may not be used as an example for another
artist, film or video producer or illustrator to recreate our content
in substantially the same manner. No comp content may be placed on a
server for public distribution or published in any way except for
presentation to clients.
Section 5: Permitted Uses - Commercial Royalty Free Images
Licensee may, subject to the Restrictions on Use listed below, use, alter, crop, modify, or adapt the Product in connection with the following permitted uses. Licensee may publish any licensed content on a web site or media, pursuant to the payment and agreement contained herein for use including brochures, ads, billboards, CD covers, book covers, graphic design, internal presentations, Internet, intranet, extranet, television, multimedia, film and video projects. Other examples of acceptable uses for images categorized as Commercial Royalty-Free are; t-shirts (restricted use on on-demand sites), blogs, business branding, marketing, calendars, brochures, computer backgrounds, business cards, products (other than on on-demand sites), etc.
• Sensitive/Sexual Issues: This product may be published as part of any use involving most sensitive subjects including, adult entertainment, sexual issues, adult models, gay and lesbian issues, homosexual or alternative lifestyles, human sexuality, erotic publications, ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services, advertisements or promotional materials for pharmaceutical or health-care, herbal or medical products, including, but not limited to dietary supplements, digestive aids, herbal supplements, personal hygiene or birth control products.
• Print media (provided that such use is not intended to allow the
re-distribution or re-use of the Product), including advertising and
promotional materials, editorial publications, and consumer merchandise;
• Internet, intranet, online or web-based media, provided the resolution of the Product does not exceed 72dpi or 480x640 pixels;
• Broadcast and theatrical exhibitions;
• Derivative works incorporating the Product, provided Licensee does not use the Product in any electronic template or application, including those that are internet-based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to: website designs, presentation templates, electronic greeting cards, business cards, or any other electronic or printed matter without obtaining a license for such purpose;
• Products intended for resale, provided these products are not intended to allow the re-distribution or re-use of the Product; and
• Additional uses approved in writing by Licensor.
• Licensor requests that the following credit appears adjacent to the Product: “David Lace Studios”.
Section 6: Restrictions on Use
Licensee may not use nor permit the use the licensed Product beyond the terms of this Agreement without first obtaining an additional license, including any electronic reproduction or promotional rights. Licensee agrees to hold Licensor harmless from any and all claims and expenses arising from the use of any content.
Except as provided herein, Licensee MAY NOT:
• Sublicense, sell, distribute, assign, convey, or transfer the Product or any of its rights under this Agreement;
• Sell, license, or distribute its final product in such a way that allows others to extract or access the Product as a stand-alone file;
• Incorporate the Product into a logo, trademark, or service mark;
• Distribute, post, or upload the Product online in a downloadable format or enable it to be distributed via mobile telephone devices;
• Use any Product in any way that infringes on any copyright, trade name, trademark, or service mark;
• Use any Product to promote a business that sells or licenses photographic products, or otherwise competes with Licensor in any manner; or
• Ship, transfer, or export any Product into any country where such Product is prohibited, or use any Product in any manner prohibited by any export laws, restrictions, or regulations.
Section 7: Copyright of Content
digital content files on our web site, or media, are copyrighted and
protected by the intellectual property laws of the United States and
the Berne Convention. The usage rights for any final production must be
purchased and payment received prior to publication. The use of content
is licensed, not sold, and the content remains the sole and exclusive
property of the licensor or the copyright holder. You agree not to
make, authorize or permit any use of any content, except for comp
purposes, until usage rights have been obtained and payment received.
Content use without prior payment is a copyright violation.
Section 8: Editorial Credit
If any Product is used in an editorial manner, the credit line, "David Lace Studios" or "Photograph by David Lace" (or similar credit line), must appear adjacent to the Product or as otherwise indicated by Licensor. Product used for advertising purposes does not require credit, although it is certainly appreciated.
Section 9: Releases and Captions
Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, logo types, registered, unregistered, or copyrighted designs or works of art or architecture depicted in any Product, and Licensee must satisfy itself that all the necessary rights, consents, or permissions regarding any of the above, as may be required for reproduction, have been obtained. Licensor does not warrant the accuracy of caption and keyword information.
Section 10: Termination and Revocation
Licensor reserves the right to automatically terminate this Agreement or revoke the license contained in this Agreement and Invoice without notice if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately stop using the Product, delete the Product and all copies from all computer systems and storage, and destroy all other copies.
Licensor reserves the right to discontinue Licensee’s use of any Product for any reason and elect to replace such Product with an alternative Product, and this Agreement shall automatically apply to such alternative Product. Upon notice to discontinue the use of any Product, Licensee agrees not to use the Product in the future.
Section 11: Electronic Storage
For all Product that Licensee takes delivery of in electronic form, Licensee must retain Licensor’s name and the image number or other identification number associated with the Product as may be included as part of the electronic file. Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the Product. Licensee may make one (1) high-resolution backup copy of the Product for internal back-up purposes. Limited, temporary transfers of the Product 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. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Product from its computer systems and storage.
Section 12: Cancellation Policy
Any claims for adjustment or rejection of terms must be made to Licensor within five (5) business days after receipt of Invoice. If Licensee submits a written request to cancel this Agreement within thirty (30) days after receipt of the Product, and such Product has not been used by Licensee, Licensor may grant a full refund of the licensee fee, less Licensor’s current transaction fee and any incidental fees or charges. Incidental fees or charges may include but are not limited to shipping, handling, research fees, and administrative fees, which are non-refundable.
Section 13: Warranty and Disclaimers
Licensor represents that it has the right to grant the license herein and warrants the Product to be free from defects in material and workmanship under normal use for 30 days from the date of license. Licensor’s entire liability and Licensee’s sole and exclusive remedy for a breach of the foregoing warranty and with respect to any claims arising out of this Agreement is the refund of the purchase price or replacement of the Product, at Licensor’s option.
Licensee represents and warrants that it has the right and authority to enter into this Agreement, and that it will not use the Product in any way that it not permitted by this Agreement. Licensee agrees that Licensor makes no warranties with regard to the use of names, people, trademarks, trade dress, logo types, registered, unregistered, or copyrighted designs or works of art or architecture depicted in any Product, and Licensee must satisfy itself that all the necessary rights, consents, or permissions regarding any of the above, as may be required for reproduction, have been obtained.
LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, EXEMPLARY, DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES; LOST PROFITS OR LOSS OF PROSPECTIVE COMPENSATION, GOODWILL OR LOSS THEREOF; OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE PRODUCT, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS, OR LOSSES.
LICENSOR’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE PRODUCT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE PAID BY THE LICENSEE FOR THE PRODUCT. ALL CLAIMS MUST BE BROUGHT WITHIN TWELVE (12) MONTHS OF THE DATE THAT LICENSEE DISCOVERED THE CLAIM, OR SHALL BE WAIVED.
THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE PRODUCT AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE PRODUCT IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.
Section 14: Indemnity
Licensee agrees to defend, indemnify, and hold Licensor and its parent, subsidiaries, affiliates, and image providers and their respective officers, directors, and employees harmless from all claims, damages, liabilities, cost, and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of (i) Licensee’s failure to abide by any restriction regarding the use of a Product; (ii) claims by third parties relating to Licensee's use of any Product outside the scope of this Agreement; or (iii) any other breach by Licensee of this Agreement.
Jurisdiction and Attorneys’ Fees. This Agreement will be governed and
construed in all respects by the laws of the State of Florida, U.S.A.,
without reference to its laws relating to conflicts of law. Any
dispute, controversy, or claim between the parties arising out of or
related to this Agreement shall be settled before the Circuit Court of
Collier County, Florida, U.S.A., which shall be the only proper venue
for any dispute, controversy, or claim arising hereunder, and each
party hereby consents to the exclusive jurisdiction to such court to
hear all disputes, controversies, and claims, and consent to service of
process by registered mail or overnight courier with proof of delivery.
To the extent that it would otherwise apply, the United Nations
Convention on Contracts for the International Sale of Goods does not
govern this Agreement. If Licensor is obligated to go to court to
enforce any of its rights, Licensee agrees to reimburse Licensor for
its legal fees and disbursements if Licensor is successful. The parties
agree that this Agreement has been and shall be written in the English
Section 15: Miscellaneous