This Agreement is by and between you, hereinafter referred to as the “Member” and MediaFocus International, LLC, a Florida limited liability corporation, doing business as MediaFocus.com, hereinafter referred to as “MediaFocus”. This agreement governs your Membership at MediaFocus.com, the web site operated by MediaFocus, hereinafter referred to as the “Website”. Membership enrollment at MediaFocus enables you to use offered Membership Services in compliance with the terms and conditions of this Agreement.
By selecting the box “I Agree” below, you acknowledge that you have read and understood the terms of this Agreement and that you accept to be bound by its provisions. If you do not agree to the terms set forth or if you do not understand the terms set forth or if you do not have the authority to enter into this Agreement (see paragraph 2a of this Agreement), do not check the box “I Agree”, do not download any Content from this Website, and do not use any of it’s Membership Services.
Subject of the Agreement is any image, stock photograph, illustration, or digital file, hereinafter referred to as “Content” and all Membership related services, provided by MediaFocus.
(a) You must be at least 18 years of age and if you are acting as an employee of a company, business, organization, or corporation have the full legal authority to enter into this Agreement on its behalf and bind the employer to the provisions of this Agreement.
(b) Membership is granted exclusively to you the Member and is not assignable by you without MediaFocus’s prior written consent. For identification you are asked to provide a Member Name and select a password. You agree that you shall not disclose your Member Name or password to any other party without express written permission of MediaFocus. MediaFocus may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
(d) You agree and understand that all Content on this Website is protected by copyright law, trademark or other proprietary rights of MediaFocus and/or it’s suppliers, and any unauthorized use constitutes infringement of copyright. All copyright and intellectual property rights to any and all Content remain with MediaFocus or the supplier of the Content, as the case may be.
(e) You agree that you will not use this Website for any purpose that is unlawful or not permitted by this Agreement. You also agree not to use this Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use of this Website and its Membership Services. You also agree not to attempt to gain unauthorized access to any other Membership accounts, computer systems, or networks associated with this Website.
The Membership Services portion of this Website allows Members to
(a) download Content designated as layout images which may be used for placement in layout proposals and compositions which are used for review and selection purposes only; any other use is strictly prohibited. Layout images may be scaled, cropped, and modified to better suit the layout. You understand that you may not reproduce, publish, transfer, sell, distribute, or display any Content downloaded unless you acquired a User License for the Content and your Content use is within the terms and conditions of the User Licensing Agreement.
(b) use a lightbox feature, hereinafter referred to as the “Lightbox”. The Lightbox enables the Member to organize and share images for review and selection purposes. You the Member agree that you are solely responsible for the Content stored in your Lightbox and that you will not hold MediaFocus liable for any loss or non-availability of the Lightbox or any of its Content or any data therein. Adding lightbox links to external image sources depicting Content that is pornographic, sexual, negative, cruel, violent, abusive, libelous, obscene, immoral, illegal or defamatory in nature is strictly prohibited. MediaFocus reserves the right to monitor Lightbox use and cancel your Membership Agreement, at its sole discretion and without prior notice, if any misuse by the Member is suspected.
(c) download periodically an image pre-selected by MediaFocus free of charge. You hereby acknowledge and agree that any and all use of downloaded Content without charge, is subject to the terms and conditions of the Standard User Licensing Agreement and that you are bound by its provisions.
(d) receive periodically special Member discounts or coupons, announcement of new or modified Membership features, and other valuable membership information by email or mail. The Member has the option to opt-out of the in-house mailing list by contacting MediaFocus.
The Membership Services described above are provided free of charge to the Member. MediaFocus reserves the right to modify, restrict, replace, or delete any and all Free Membership Services at any time, without prior notice.
Members have the option to purchase credits to download Content licensed under Standard User Licensing terms. Credits can be purchased in various size packages at the price specified on the website at the time of purchase. Credits are not redeemable for cash. Members are entitled to a full refund within 14 calendar days of the purchase price of the credit package, provided none of the credits of the credit package have been used for downloading Content. Credits expire 365 days from the date of purchase. The Membership account allows Members to check their available credits and add new credits to the account at any time.
Members have the option to purchase subscriptions to download Content licensed with Standard User Licensing terms or Extended Licensing terms. Subscriptions can be purchased in various sizes at the price specified on the website at the time of purchase. Members purchasing subscriptions have to agree to the Subscription Terms & Conditions in addition to all other terms referenced herein.
You hereby authorize MediaFocus to store personal member information and membership usage information in conjunction with your Membership account. All information is kept strictly confidential and will not be shared with any third party. MediaFocus is authorized to accept your Member Name and password as conclusive evidence that you have accessed or utilized Membership features on this Website. You understand that MediaFocus does not have the ability to access your password. In case you loose your password you may use the online password recovery feature. You hereby authorize MediaFocus to monitor Membership usage with the sole purpose of avoiding misuse and gathering information to further improve Membership Services.
This Agreement is effective until it is terminated by MediaFocus or the Member. MediaFocus reserves the right to terminate this Agreement without prior notice as specified in section 7 “Breach of Agreement”. The Member may terminate this Agreement by ceasing the use of the Membership Service, destroying any Content downloaded from the Website, and any derivative work and back-up copy, and sending written request to MediaFocus to delete the Member’s Membership account.
(6a) The Member is held liable by MediaFocus, for any loss or damage caused or alleged to be caused from illegal or unlicensed use of the Membership Services and any Content downloaded;
(6b) MediaFocus reserves the right to terminate this Agreement, without prior notice, if it suspects the Member to be in violation of this Agreement; the Member understands and agrees that with suspected violation of this Agreement and/or suspected abuse of his/her Membership account, the Member looses all rights to the Membership account and MediaFocus will immediately and without prior notice delete the Member’s Membership account.
MediaFocus is in the business of facilitating a service between Members and Content Suppliers. All Content details including but not limited to Content keywords, categorization, Content descriptions, and model release information are directly provided by the respective supplier. Therefore, MediaFocus does not warrant the accuracy of any information provided in connection with any Content.
Content and Membership Services are provided "as is" without representation and “with all faults”, with no warranties or conditions, expressed, implied, statutory, or in any communication with you. MediaFocus expressly disclaims any implied warranties of merchant ability, non infringement, and fitness for a particular purpose. MediaFocus does not warrant that the Content and Membership Services are error free or that Content and Membership Services usage are uninterrupted.
The Member assumes all responsibility and risk for use of the Website including without limitation any of the Content, any portion of the Membership Service, or any information contained therein. The Member agrees to hold harmless MediaFocus, its affiliates, suppliers and content providers, and each of their respective directors, officers, employees and agents from and against all claims and expenses from loss of data, loss or non-availability of any Lightbox, any Content or data therein, hardware and software costs, lost profits, reasonable attorney's fees, or any other costs that are incurred, which are caused directly, incidental, consequential, or indirect from the non-availability or use of any Content or any Membership Service portion or any product offered by MediaFocus.
Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such jurisdictions, the liability of MediaFocus or any of its directors, officers, employees or agents shall be limited to the greatest extent permitted by law.
This Agreement is the entire Agreement between the Member and MediaFocus and supersedes any other communications or advertising with respect to the Content and Membership Services. The terms specified in this Membership Agreement, shall not be modified without the express written consent of MediaFocus, and any attempt to modify the Agreement without such express written consent, or any attempted deviation from the terms of this Agreement, shall nullify MediaFocus’s indemnity obligations, representations, and warranties made by MediaFocus hereunder. MediaFocus’s failure to insist upon or enforce strict performance of any provision of this Membership Agreement shall not be construed as a waiver of any provision or right. You acknowledge that you have, in addition to the terms of this Membership Agreement, reviewed the terms and conditions of the User Licensing Agreement, and you agree to be bound by them.
MediaFocus reserves the right, at its sole discretion, to modify any part of this Membership Agreement at any time, effective immediately upon notice published on the Website. Your continued use of the Membership Services after such notice constitutes your binding acceptance of the terms and conditions in this Membership Agreement, including any changes or modifications made by MediaFocus as permitted above. If at any time you feel that the terms and conditions of this Membership Agreement are no longer acceptable to you, immediately discontinue the use of our Membership Services.
The Website is administered and operated by MediaFocus from within the State of Florida in the United States of America. The Website can be accessed from any State within the USA and from any other country around the World. The laws of other jurisdictions may differ from the laws of the State of Florida and the United States of America. By using this Website you acknowledge and agree that this Membership Agreement will be governed under the laws of the State of Florida and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the State of Florida with respect to any subject matter of this Membership Agreement. This Membership Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Any and all disputes arising out of, under or in connection with this Membership Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Sarasota, Florida, pursuant to the rules of arbitration in effect at the time arbitration is demanded. If MediaFocus is obligated to go to court, rather than arbitration, to collect any fees, or enforce any of its rights, you agree to reimburse MediaFocus for its legal fees, costs and disbursements if MediaFocus is successful.
If any provision or part of this Membership Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. If any provision of this Agreement is held invalid, the remainder shall continue in full effect.
If you have any concerns or questions regarding this Membership Agreement, Membership Services, or the Website, please contact MediaFocus at firstname.lastname@example.org or by call us toll-free at 1-888-232-3686 (International 001-941-504-1968).