STOCK PHOTOS IN STYLE

License Information and License Agreement

Rights-Managed License:
Rights-Managed license, or (RM) license pricing and granted rights are based on the particular usage details, such as type of media, size, placement, duration of use, territory and industry of distribution. To estimate Rights-Managed license fee you will be asked to enter all relevant details for the selected type of usage.

Unlike Royalty-Free images, Rights-Managed images are generally more unique in nature and their use and distribution is strictly controlled, which make them more appealing for uses which require a certain amount of distinctiveness and originality. Moreover, a Rights-Managed license can be purchased with exclusivity limited to the territory, industry, or duration of the usage, which guarantees that the image will not be licensed by anyone else for uses restricted by the exclusivity terms.

Use of Rights-Managed images has to be suspended as soon as the license term expires. However, they can be easily relicensed when needed.
Royalty-Free License:
Royalty-Free license, or (RF) pricing is based solely on the size of the image. Unlike Rights-Managed (RM) images, you can use Royalty-Free images for multiple projects without paying any additional royalties on a use-by-use basis as long as you adhere to terms and conditions stated in the license agreement. However, you will need to purchase a new Royalty-Free license every time you use an image in a project that will be sold to or licensed by a third party. In such cases, you act as a purchaser and the third party as a licensee.

Royalty-Free license limitations:
- images cannot be used as a logo or trademark
- images cannot be shared, resold, given away
- license cannot be transfered to another party
Royalty-Free (micro) License:
Royalty-Free (micro) license, or (micro-RF), has two sub-types: Standard and Extended

Standard micro-RF License is intended for small businesses and personal use. Limitations:
- only for uses with no more than 499,000 impressions/displays/copies
- not for resale items (posters, mugs, postcards, gift cards, packaging, clothing, templates etc.)
- no multiple seat license (image can be used only by the licensee and not by licensee's co-workers)

Extended micro-RF License limitations:
- can be made available to up to 4 individuals working on the same project design

Limitations that apply to all types of RF Licenses:
- images cannot be used as a logo or trademark
- image cannot be shared, resold, given away
- license cannot be transfered to another party

Royalty-Free pricing is based solely on the size of the image. Unlike Rights-Managed (RM) images, you can use Royalty-Free images for multiple projects without paying any additional royalties on a use-by-use basis as long as you adhere to terms and conditions stated in the license agreement. However, you will need to purchase a new Royalty-Free license every time you use an image in a project that will be sold to or licensed by a third party. In such cases, you act as a purchaser and the third party as a licensee.

Due to their appealing low price, some micro-RF images may already be used in a large number of projects worldwide. If your use requires certain amount of uniqueness or exclusivity, you might prefer our selection of non-micro Royalty-Free and especially Rights-Managed images.
Printed Products:
Printed Products are available in a variety of paper finishes and sizes which determine their price.

- Use of Printed Products is strictly limited to decoration, gift and art collection purposes.
- Printed Products may not scanned, copied, used as a part of a derivative work, distributed and/or resold.

While we don't offer framed and matted prints on-line, except for Gallery Wrap prints, we can help you with ordering our prints framed from a third party.
License Agreement:

LICENSE AGREEMENT


THIS IS A BINDING LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND MAXIMIMAGES. BY ORDERING A LICENSE, OR OBTAINING ANY CONTENT FROM MAXIMIMAGES, YOU CONFIRM THAT YOU HAVE CAPACITY TO FORM A CONTRACT UNDER YOUR LOCAL LAWS AND AGREE TO BE BOUND BY THIS AGREEMENT AND COMPLY WITH ALL OF ITS TERMS. PLEASE READ THIS AGREEMENT CAREFULLY:


1. Definitions.

Parties: This Agreement is binding between MaximImages and You.

- “You”, “Your” mean either: “Licensee”, the entity purchasing a license hereunder or “Buyer”, the entity purchasing the license hereunder on behalf of a “Third-party”, Licensee. If You are entering into this Agreement as a Buyer, You represent and warrant that the Third-party has authorized You to enter into this Agreement, and that the Third-party has agreed to be bound by this Agreement, comply with all of its terms and be jointly and severally liable for any breach of the terms of this Agreement.

- “Content” means all photographic or digital graphic material, whether prints, digital media or other, obtained from MaximImages.

- "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of the Content, via any medium and by whatever means and manipulations, and the creation of any derivative work from, or that incorporates, the Content.

- "Design" means the end product or service that has been created by You or on Your behalf, that incorporates a Reproduction of the Content.

- “Sales Order” means the computer-generated document provided to You by MaximImages after You agreed with the terms of this Agreement and ordered Content from MaximImages. Sales Order contains “Invoice”, “Order Details” and this License Agreement.

- “Rights Managed”, “Royalty Free”, “Royalty Free (micro)”, “Printed product” mean the type of license and/or type of Content ordered from MaximImages and specified in the Order Details.


2. Grant of Rights.

Rights Managed Content:

- MaximImages grants to You a non-exclusive (unless specified otherwise in the Order Details), non-sublicensable and non-assignable right to use and Reproduce the Content solely to the extent explicitly stated in this Agreement for one year from the date of the Sales Order (unless specified otherwise in the Order Details). This right may be exercised by Your subcontractors for preparation of the Design, provided that such subcontractors agree to abide by the terms of this Agreement.

- Use of the Content is strictly limited to the use and conditions specified in the Order Details.

- Except where specifically permitted in the Order Details, You may not, directly or indirectly, Reproduce the Design in any secondary Reproductions, such as compilations, screen shots, in-context promotions or place it on file-sharing and social networking websites such as YouTube, Facebook, MySpace, Pinterest, Google+ etc.


Royalty-Free Content:

- MaximImages grants to You a non-exclusive, non-sublicensable and non-transferable, perpetual, worldwide right to use and Reproduce the Content specified in the Order Details an unlimited number of times in any and all media for all purposes other than those uses prohibited below in this section of this Agreement and the “Restrictions” section of this Agreement.

- You may not make Royalty-Free Content available to more than ten (10) individuals (“Users”) for the purpose of creation of the Design. You must obtain an additional license in order to make the Content available to more than ten Users.

- You may not, without obtaining the prior written consent of MaximImages and paying additional fees: a) include the Content in an electronic template intended to be Reproduced by third parties on electronic or printed products; b) use or display the Content on websites or in any other medium designed to license, distribute or sell "on demand" products (e.g., products in which the Content is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, clothing, calendars, posters, screensavers, electronic wallpapers etc.


Royalty-Free (micro) Content:


- MaximImages grants to You a non-exclusive, non-sublicensable and non-transferable, perpetual, worldwide right to use and Reproduce the Content specified in the Order Details an unlimited number of times in any and all media for all purposes other than those uses prohibited below in this section of this Agreement and “Restrictions” section of this Agreement. Royalty-Free (micro) Content has two subtypes Standard and Extended, which is specified in Order Details.

- You may not make Royalty-Free (micro) Content available to other individuals (“Users”) for the purpose of creation of the Design unless You obtain Royalty-Free (micro) Extended license. Royalty-Free (micro) Extended license allows you to make Royalty-Free (micro) Content available to no more than four (4) Users. You must obtain an additional Royalty-Free (micro) Extended license in order to make the Content available to more than four Users.

- You may not use Royalty-Free (micro) Content in Design of digital and printed products with more than 499,000 impressions / displays / copies, unless You obtain Royalty-Free (micro) Extended license.

- You may not use Royalty-Free (micro) Content in Design of digital and printed products intended for resale, such as prints, posters, calendars, mugs, clothing, games, electronic templates, brochures, business cards greeting cards etc., unless You obtain Royalty-Free (micro) Extended license.

- You may not, without obtaining the prior written consent of MaximImages and paying additional fees: a) include the Content in an electronic template intended to be Reproduced by third parties on electronic or printed products; b) use or display the Content on websites or in any other medium designed to license, distribute or sell "on demand" products (e.g., products in which Content is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, clothing, calendars, posters, screensavers, electronic wallpapers etc.


Printed Products:

- Use of Printed Products is strictly limited to decoration and art collection purposes.

- You may not scan, create electronic or digital copies, create derivative works, distribute and/or resale Printed Products without obtaining the prior written consent of MaximImages and paying additional fees.


3. Restrictions:

- You may not make the Content available in any medium in a manner intended to allow or invite a third party to download, extract or access the Content as a standalone file, such as for an image gallery, image archive, screensaver etc. You shall limit access to the Content to those directly involved in the creation of the Design. Upon termination of the Term of this Agreement and/or license expiration of the Content, You agree to cease use of all Content, or all expired Content in case of a license expiration, and shall promptly delete or destroy any digital copies, except that You may retain one copy of the permitted work You create incorporating the Content solely as necessary for archival purposes.

- The Content may not be used in whole or as a part of a trademark or logo, without obtaining the prior written consent of MaximImages.

- You may not falsely represent, expressly or impliedly, that You is the original creator of a visual work that derives a part of its artistic components from the Content.

- If any Content featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person (except for Content used in an editorial manner), You must accompany each such use with a statement that indicates that: a) the Content is being used for illustrative purposes only; and b) any person depicted in the Content, if any, is a model.

- Pornographic, defamatory or otherwise unlawful use of the Content is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter.

- MaximImages does not warrant the accuracy of the Content titles and descriptions, while efforts to provide correct information have been made.

- If the Content is Reproduced on a social media or other third party website, the rights granted herein shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Content contrary to the terms of this Agreement.

- If use of the Content is permitted on the Internet, or any other online or interactive media, You shall use Your best efforts to protect the Content to ensure that it cannot be copied and freely distributed.


4. Credit, Intellectual Property, Releases:

- Copyright. No ownership or copyright in the Content shall pass to You by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, MaximImages grants You no right or license, express or implied, to the Content.

- Photo Credit. All Content used in an editorial context or commercial context where crediting is customary and appropriate, must include the following credit line adjacent to each image in the Content: "© Alex Maxim / MaximImages.com”. If You omits the credit, an additional fee in an amount up to one hundred percent (100%) of the License Fee may be payable by You, at MaximImages’ sole discretion.

- Copies. At MaximImages’ reasonable request, You shall provide to MaximImages free of charge one (1) digital or physical copy of any use made of the Content as authorized hereunder.

- Notice of Violations. You will immediately notify MaximImages if it becomes aware or suspects that any third party that has gained access to the Content through You is wrongfully using the Content, or is violating any of MaximImages’ intellectual property rights and copyrights.

- Releases. Except where You are specifically notified that a model and/or property release has been obtained, MaximImages does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted designs or works of art or architecture depicted in the Content. You shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of the Content, and You shall be solely responsible for obtaining all necessary releases.


5. Warranty and Limitation of Liability:

MAXIMIMAGES DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MAXIMIMAGES SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT. MAXIMIMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF / AS A RESULT OF USE OR INABILITY TO USE THE CONTENT OR OUT OF / AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED IN A DESIGN.

- Indemnification. You shall, defend, indemnify and hold MaximImages harmless from all claims, liabilities, damages, costs and expenses, including reasonable attorney’s fees, arising from the use of the Content or any breach of this agreement.

- Condition of the Content. You should examine the Content for possible defects (whether digital or otherwise) before sending the Content for Reproduction. MaximImages shall not be liable for any loss or damage suffered by You or any third party, whether directly or indirectly, arising from any alleged or actual defect in the Content or its caption or in any way from its Reproduction.


6. Cancellation:  If You requests in writing to cancel this Agreement within 30 days from the date of the Sales Order, and the Content has not been used by You, MaximImages may cancel this Agreement and issue a credit to Your account or credit card as follows: an amount of up to 100% of the invoice fee may be credited; an administration fee of $25 (USD) will be charged. No credits are available for any cancellation requests received after 30 days from receipt of Content.


7. Invoicing and Payments: You agree to receive Invoices from MaximImages electronically via email as a part of Sales Order. If You fail to pay MaximImages’ Invoice in full within 30 days, additional service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. No usage rights shall be granted to You until the Invoice is paid in full.


8. Taxes: You are responsible for the payment of all applicable sales and use taxes.


9. Miscellaneous Terms:

- Unauthorized Use and Termination. Any use of the Content in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling MaximImages to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to MaximImages' other remedies under this Agreement, MaximImages reserves the right to charge and You agrees to pay a fee equal to up to three (3) times MaximImages' standard license fee for the unauthorized use of the Content. MaximImages reserves the right to terminate this Agreement in the event You: a) provide inaccurate information regarding its proposed use of the Content at the time of entering the Agreement; b) fail to pay the license fee on the due date; or c) otherwise breach the terms of this Agreement. Upon termination, You must immediately stop using the Content and destroy the Content and, in the case of termination by MaximImages for cause, the Design in the possession or control of You.

- Audit. Upon reasonable notice, You shall provide sample copies of Reproductions containing the Content to MaximImages, including by providing MaximImages with free of charge access to any restricted access website or platform where the Content is Reproduced. In addition, upon reasonable notice, MaximImages may, at its discretion, either through its own employees or through a third party, audit Your records directly related to this Agreement and use of the Content in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by You to MaximImages of five percent (5%) or more of the amount, You should have paid for the time period that is the subject of the audit, in addition to paying MaximImages the amount of such underpayment, You shall also reimburse MaximImages for the costs of conducting such audit.

- Electronic Storage. For the Content that is delivered to You in electronic form, You must retain the metadata that may be embedded in the electronic file containing the original Content. You may not make additional high-resolution copies of the Content except for one (1) high-resolution backup copy of the Content for security purposes only.

- Jurisdiction. Any dispute regarding this Agreement shall be governed by the laws of Ontario, Canada, and the parties agree to accept the exclusive jurisdiction in Ontario, Canada, regardless of conflicts of laws. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between MaximImages and You for breach of this Agreement where MaximImages prevails, MaximImages shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, court costs, and other legal expenses. This agreement, its validity and effect, shall be interpreted under and governed by the laws of Ontario.

- Modifications. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by MaximImages and accepted in writing by an authorized representative of You. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by You, the terms of this Agreement shall govern.

- If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms.

July 20, 2012
MaximImages.com