User Licensing Agreement for Free Online Editorial Use
This Agreement is by and between you the client, hereinafter referred to as the "Licensee" and MediaFocus International, LLC, a Florida limited liability corporation, conducting business online as MediaFocus.com, hereinafter referred to as the "Licensor".
By selecting the box "I Agree" 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 Section 2a of this Agreement), do not check the box "I Agree" and do not use any Content from this website.
1. Subject of the Agreement
Subject of this User Licensing Agreement, hereinafter referred to as "Agreement", is any image, stock photograph, illustration, or digital file, hereinafter referred to as "Content", made available by Licensor for "free online editorial use" as defined in Section 3 of this Agreement.
2. General Terms
- 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.
- The Licensee acknowledges that any Content licensed from the Licensor is subject to the restrictions and controls imposed by the Export Administration Act and Regulations. The Licensee acknowledges that he/she is prohibited to use any Content for any purpose that would violate those regulations. The Licensee certifies that he/she is not a citizen or permanent resident of the following countries: Cuba, Iran, Iraq, North Korea, Libya, Sudan, Syria, or the Taliban controlled areas of Afghanistan.
3. Usage Rights
- The Licensor hereby grants the Licensee a non-exclusive, non-transferable Content usage license, subject to the Terms and Conditions of this Agreement, limited to the purposes described in Section 3 of this Agreement. The Licensee understands and agrees that the Usage License is granted for one person only.
- The Licensee agrees and confirms that only Content marked as available for "free online editorial use" can be used under the terms and conditions of this Agreement. The Licensee understands that not all Content is made available for free editorial use and that any such designation can be revoked by Licensor for any reason, at any time, without prior notice.
- The Licensor grants the Licensee the right to use Content, in accordance with all provisions of this Licensing Agreement, only and exclusively for display as a graphic design element within online editorial articles, online news and blog articles.
- The Licensee agrees and accepts that Content can only be used, in accordance with all provisions of this Agreement, by embedding the html code provided. Copying and downloading of Content is strictly prohibited.
4. Usage Prohibitions
The Licensee may NOT
- use Content or any part thereof in any pornographic, sexual, negative, cruel, violent, abusive, libelous, obscene, immoral, illegal or defamatory context;
- use Content or any part thereof in context with dating services, escort services, mental disorders, substance abuse, physical or mental abuse, diseases, physical impairments, homosexual or alternative lifestyles, or any other sensitive or controversial subject;
- use Content depicting person(s) for endorsement of a product, service, business, cause or association;
- distribute Content, in hard copy, electronically, or by any other means;
- remove any copyright notice or trademark from any Content, embedded or otherwise;
- assign, lend, sublicense, resell, distribute Content for profit or free of charge or any part thereof;
- use Content for any other purpose than explicitly granted under Section 3 of this Agreement;
- alter the html code provided except for reducing the height and width dimensions of the Content for display;
5. Acknowledgements by the Licensee
You, the Licensee, hereby acknowledges to understand and agree that
- the Content usage license is granted to the Licensee and can not be transferred to any third party;
- all Content is copyright protected by the Licensor or it’s suppliers, and that any unauthorized use constitutes infringement of copyright;
- all copyright and intellectual property rights to any and all Content remain with the Licensor or the supplier of the Content, as the case may be;
- the Licensor grants no rights and makes no warranties for Content depicting people; images depicting people which are not marked "model released" are NOT model released; for Content marked "model released" the respective supplier indicated that a model release was obtained for the Content; should any model release for Content marked "model released" be disputed, the Licensee agrees and accepts that the supplier of the Content and not the Licensor will be liable towards the model(s), the Licensee, or any other third party, for any justifiable claims brought forward; the liability of the Licensor towards you the Licensee or any other third party for any dispute arising from Content depicting people shall be limited to the amount you paid for licensing the Content;
- the Licensor grants no rights and makes no warranties for Content depicting logos, trademarks, names, objects that are patented or copyrighted design, works of art, or architecture; the Licensee is advised to seek legal advise to determine whether a property or object release or other form of release is required for the Licensee's type of use; the Licensee has to obtain such release directly from the rightful owner of the logo, trademark, name, work of art, architecture, or object that is patented or copyrighted. The Licensee agrees and accepts that the supplier of the Content and not the Licensor will be liable towards you the Licensee or any other third party, for any justifiable claims brought forward in connection with Content depicting logos, trademarks, names, objects that are patented or copyrighted design, works of art, or architecture; the liability of the Licensor towards you the Licensee or any other third party shall be limited to the amount you paid for licensing the Content;
6. Term of the Agreement
This Agreement is effective until it is terminated by the Licensee or Licensor. The Licensor reserves the right to terminate this Agreement, for any reason and without prior notice. The Licensee agrees and confirms to cease the use of Content upon written request (provided by email or mail or within the Licensee's member account) within 14 days of notice. The Licensee may terminate this Agreement by ceasing the use and deleting the embedded html code.
7. Breach of Contract
- The Licensee accepts and agrees that Licensee is held liable by the Licensor, for any and all claims and expenses, liability, losses, reasonable legal fees, and any other costs that are incurred which are caused directly, incidental, consequential, or indirect as a result of or in connection with Licensee's violation or suspected violation of any provision of this Agreement.
- The Licensor reserves the right to terminate this Agreement immediately, without prior notice, if it finds the Licensee to be in violation of this Agreement; the Licensee understands and agrees that with violation or suspected violation of this Agreement and/or abuse of Licensee's membership account, the Licensee must immediately cease the use, and delete the html code embedded for use of Content and if requested by the Licensor, confirm compliance in writing.
The Licensor is in the business of facilitating a service between Content Users 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 the Licensor does not warrant the accuracy of any information provided in connection with any Content.
Content is provided "as is" without representation and "with all faults", with no warranties or conditions, expressed, implied, statutory, or in any communication with you. The Licensor expressly disclaims any implied warranties of merchant ability, non infringement, and fitness for a particular purpose. The Licensor does not warrant that the Content is error free or that Content usage is uninterrupted. The Licensee agrees to hold harmless the Licensor, its affiliates, suppliers and content providers, and each of their respective directors, officers, employees and agents from and against all claims and expenses, loss of data, 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 use of any Content or any service or any product offered by the Licensor.
9. Applicable Law
The Website http://www.mediafocus.com is administered and operated by MediaFocus International, LLC. 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 our Website and licensing Content you acknowledge and agree that this User Licensing 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 User Licensing 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 User Licensing 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 International, LLC is obligated to go to court, rather than arbitration, to collect any fees, or enforce any of its rights, you agree to reimburse MediaFocus International, LLC for it’s legal fees, costs, and disbursements if MediaFocus International, LLC is successful.
If any provision or part of this User Licensing 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 This Agreement is the entire Agreement between the Licensee and Licensor and supersedes any other communications or advertising with respect to the Content licensed. The terms specified in this User Licensing Agreement, shall not be modified without the express written consent of the Licensor, and any attempt to modify the Agreement without such express written consent, or any attempted deviation from the terms of this Agreement, shall nullify the Licensor's indemnity obligations, representations, and warranties made by Licensor hereunder. The Licensor reserves the right to revoke or modify this Agreement at any time without prior notice. If any provision of this Agreement is held invalid, the remainder shall continue in full effect.
By copying and pasting the HTML code provided 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 Section 2a of this Agreement), do not copy and paste the HTML code provided and do not use any Content from this website.
MediaFocus International, LLC - User Licensing Agreement for Free Online Editorial Use(v.0709)