The following Royalty Free License (the “Agreement”) constitutes an agreement between
you as Licensee and Image Vortex LLC (“ImageVortex”), operator of ImageVortex.com (the “Site”). You are not required to agree to the
terms of this Royalty Free License, but you may not use images and/or photographic work obtained from
ImageVortex without agreeing to the terms of this Royalty Free License.
1. Grant of License
ImageVortex grants Licensee a non-exclusive, non-transferable, non-sublicensable worldwide,
perpetual right to use photographs and/or other visual works for which Licensee has paid
license fees as required by ImageVortex (“Licensed Content”). The license granted herein is subject
to the terms of this Agreement, including but not limited to the Restrictions on Use provided in
this Agreement. This Agreement is a license, not an agreement of sale, and Licensee obtains no
ownership rights in the Licensed Content. License fees are non refundable.
2. Permitted Uses
Licensee may distribute the Licensed Content: (i) as incorporated into other works,
including but not limited to web pages, advertisements, magazines and newspapers articles,
reports, brochures, books, newsletters, multimedia applications and presentations, product
packaging, films, documentaries, television productions, commercials, and training and industrial
videos (collectively “Works for Distribution”); or (ii) for the creation of derivative works,
provided that such derivative works are distributed only as incorporated into Works for
Distribution. Notwithstanding the foregoing, Licensee may not use Licensed Content in any manner prohibited by the Restrictions on Use section, below.
3. Restrictions on Use
3.1 Sublicense - Licensee shall not sub-license, sell, assign, convey or transfer
Licensed Content except as part of a Work for Distribution.
3.2 Reusable Templates - Licensee shall not include the Licensed Content in any
electronic template, including but not limited to website templates, intended to be reproduced by
third parties on electronic or printed products.
3.3 Libraries - Licensee shall not include the Licensed Content in any Work for
Distribution which is intended to permit or which unreasonably permits the recipient to extract
therefrom the Licensed Content for use separate and apart from the Work for Distribution.
3.4 Trademarks - Licensee shall not incorporate the Licensed Content into a logo,
trademark or service mark.
3.5 Implied Endorsements and Model Rights - Licensee shall not use the Licensed
Content, if such Licensed Content features any model: (i) in any manner that would lead a
reasonable person to believe that such model personally uses or endorses any product or service;
or (ii) in connection with a subject that would be unflattering or unduly controversial to a
reasonable person.
3.6 Defamatory and Pornographic Use - Licensee shall not use the Licensed Content
in a pornographic or defamatory manner, whether directly or in context or juxtaposition with
other materials.
3.7 Illegal Use - Licensee shall not use the Licensed Content in a manner which
violates any applicable law in effect within the jurisdiction of use of the Licensed Content.
4. Warranties and Limitation of Liability
4.1 ImageVortex operates the Site as a venue for the licensing of photographic and other
content. ImageVortex acts solely as a service provider providing storage of materials on its systems
or networks at the direction of ImageVortex’s users.
4.2 ImageVortex makes no representations or warranties regarding model or property
releases for any Licensed Content and shall not be liable for damages resulting from use of any
Licensed Content without such releases. ImageVortex will assist Licensee in obtaining copies of
any releases previously obtained by the authors of such Licensed Content upon request by
Licensee.
4.3 IMAGEVORTEX MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
REGARDING THE LICENSED CONTENT, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. IMAGEVORTEX SHALL NOT BE LIABLE TO LICENSEE OR 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 LICENSEE'S USE OF THE LICENSED
CONTENT OR OTHERWISE, EVEN IF IMAGEVORTEX HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
5. Indemnification
Licensee shall defend, indemnify and hold ImageVortex and its parent, subsidiaries and
commonly owned or controlled affiliates and their respective officers, directors and employees
harmless from all damages, liabilities and expenses, including but not limited to reasonable
attorneys' fees and costs, arising out of or as a result of claims by third parties relating to
Licensee's use of any Licensed Content outside the scope of this Agreement, without proper
model or property releases, or for any other breach by Licensee of this Agreement.
6. Term and Termination
6.1 The license contained in this Agreement will terminate automatically without
notice from ImageVortex if Licensee fails to comply with any provision of this Agreement. Upon
termination, Licensee must immediately (i) stop using the Licensed Content; (ii) destroy or, upon
the request of ImageVortex, return the Licensed Content to ImageVortex; and (iii) delete or remove the
Licensed Content from Licensee's premises, computer systems and storage (electronic or
physical).
6.2 ImageVortex may, for good cause and at its reasonable discretion, revoke the license
to use the Licensed Content and elect to replace such Licensed Content with alternative Licensed
Content. Upon notice of any revocation of a license for any particular Licensed Content,
Licensee shall immediately cease using such Licensed Content and shall, where reasonably
possible, take steps to ensure that any recipients of Works for Distribution containing the
Licensed Content cease use of such Works for Distribution.
7. Miscellaneous Provisions
Relationship of the Parties - The parties to this Agreement are independent contractors,
and nothing in this Agreement shall create a joint venture, partnership, employment relationship,
franchise relationship or taxable entity between the parties.
Notices - Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing, delivered by hand, nationally recognized
overnight courier service, facsimile, email or registered or certified mail, addressed to the
receiving party at the mailing address indicated below. Such notice shall be deemed to have
been given on the date delivered by hand, by email or sent by facsimile, one (1) business day
after deposit with a courier service, and three (3) business days after being deposited in the
United States mail.
Entire Agreement - This Agreement embodies the parties' entire agreement and
supersedes and cancels any prior agreement, express or implied, written or oral, with respect to
its subject matter. No modification, deletion, amendment of any provision is binding unless in
writing signed by each party's authorized representative.
No Waiver - No waiver of any default under this Agreement will apply to any subsequent
default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of
any other provision of this Agreement.
Severability - If any provision, or portion thereof, of this Agreement, or its application to
any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder
of this Agreement, such provision and their application shall not be affected thereby, but shall be
interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as
is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest
extent permitted by law.
Jurisdiction and Choice of Law - This Agreement shall be construed in accordance with
the laws of the State of New York without regard to its choice of law provisions. The United
Nations Convention on Contracts for the International Sale of Goods does not govern this
Agreement. The parties hereby consent to the jurisdiction of the courts of the State of New York
and the Federal Courts located therein. Nothing contained herein shall prohibit a party from
bringing an action in a jurisdiction in which the other party is domiciled.
Construction - Whenever the singular number is used in this Agreement and when
required by the context, the same shall include the plural and vice versa, and the neuter gender
shall include the feminine and masculine genders and vice versa. The headings in this
Agreement are for convenience only and are in no way intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any of its provisions.
Successors and Assigns - All of the covenants, terms, provisions and agreements
contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and, to the extent permitted by this Agreement, their respective heirs, legal representatives,
successors and assigns.
