License agreement
Opticshots

Version: SOLCLA-2014-11 - November 2014 Our Content License Agreement outlines the available licenses, rights and ownership details, and the permitted uses of each license. The document covers the standard License as well as the Extended License options. By downloading any Media from the Site, by making any use of the Content, or by indicating your acceptance of this Agreement in any other way, you agree to the terms of this Content License Agreement.


1 - DEFINITIONS

Agreement - means these Content License Agreement, as well as the Terms of Use and the Privacy Policy, which are deemed to form part of the Agreement. Account - means the single opticshots.com user account registered in your name at the site, to be used by you or an authorized User only. Intellectual Property Rights - means copyright, patents, registered designs, trademarks (whether registered or not), trade secrets, database rights, design rights, service marks and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions that grant similar rights. Licensed Content - means Content that you are licensed to use in terms of this Agreement. Content - means photographs, images, vectors, films, videos, animations or other audio/visual content/media offered for distribution through the site, and includes portions and adaptations thereof. Permitted use - means the way you are allowed to use the Licensed Content Prohibited use - means a use of the Licensed Content that is not a Permitted Use and/or that is described as a Prohibited use. Reproduce - means any form of copying or publication of the whole or a part of any Content, via any medium, in any form or Licensed Work and by whatever means, the distortion, alteration, cropping, editing, re-composition or manipulation of the whole or any part of the Content, and the creation of any derivative work from, or opticshots.com SOLCLA-2014-11 1 / 8that incorporates, the Content, whereby such Content shall not be capable of being disassociated from the Licensed Work by the Client, Customer, end user or any Third Party to be standalone Content. Site - means Internet World Wide website at URL opticshots.com or another URL that we may use for the same purposes. Terms - means the "Standard License or "Extended License Third Party - means a person, entity or party other than you, opticshots.com, an affiliate of opticshots.com or the relevant Content Contributor. Use - in relation to the Media means to reproduce, publish, perform, broadcast, transmit, adapt and/or create derivative works from the Media. Us/we/our - means opticshots.com, part of Designer Kollektiv; Eemnesserweg 107; 1221 CW Hilversum, The Netherlands; Phonenumber: +31 35 760 40 10; E-mail: info@opticshots.com; Chamber of commerce number: 3013686; VAT identification number: NL821250711B01 You/your - refers to you, or your employer or any other entity that you have full legal authority to bind and may be accepting this Agreement on behalf of.


2 - PARTIES OF AGREEMENT

2.1 This Agreement constitutes a binding legal Agreement between: You, means you or the employer or other entity on whose behalf you are entering into this agreement, and opticshots.com, a site that is owned an operated by Designer Kollektiv Eemnesserweg 107, 1221 CW Hilversum, The Netherlands; Phone: +31 35 760 40 10; E-mail: info@opticshots.com; Chamber of commerce number: 3013686; VAT identification number: NL821250711B01 2.2 By entering into this agreement, you verify that your country of residence is the same as your billing address.


3 - BACKGROUND OF AGREEMENT

3.1 You can only use the Content if you agree to the terms of this Agreement. If you do not agree, or do not have authority to enter into this agreement, You may not download or make Use of the Content. opticshots.com SOLCLA-2014-11 2 / 83.2 This is not a master agreement: each time you download Content, you enter into a separate License Agreement for that Content. If there is any conflict between the contents of this document and the contents of the Terms of Use or the Privacy Policy, then the provisions of this document will prevail. 3.3 This Agreement is set up as a user-determined document where you will choose to enter into either our Standard License or our Extended License where one or more of the restrictions of the Standard License are amended for your proposed use of the Content. If there is no Extended License option for the Content you have requested, your download of Content will be subject to the Standard License. 3.4 We reserve the right to change this Agreement at any time, and you agree to be bound by such changes. If and when changes are made, an announcement will appear on your login page. Please make sure that you read and understand all such changes. If you do not agree to these, do not download or use any Content. The Agreement in effect at the time you are billed will control your rights and obligations with regard to Content downloaded. 3.5 If you plan on using or do use content as part of work for a client or customer, you must keep accurate and detailed records of the use of each Image. These records must include the name of the client or customer, the opticshots.com Image number as well as the date or dates on which the Images were used. You shall deliver copies of such records to opticshots.com at our request. 3.6 We reserve the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. 3.7 We reserve the right to change this Agreement at any time, and you agree to be bound by such changes. If and when changes are made to this Agreement, an announcement will appear on your login page. Please make sure that you read and understand all such changes. If you do not agree to these, do not download or use any content. The Agreement in effect at the time you are billed will control your rights and obligations with regard to content downloaded.


4 - CONTENT LICENSE TERMS (STANDARD AND EXTENDED)

4.1 The license as described in this clause will only come into being upon payment in full of the License Fee, which will be confirmed by E-mail with the Invoice. 4.2 If there is a dispute between the parties relating to the payment of any License Fee, or the use to which you put the Licensed Content, we may suspend operation of the license for the period of the dispute. opticshots.com SOLCLA-2014-11 3 / 84.4 Any use of the Licensed Content not listed as a Permitted Use, or which is listed as a Prohibited Use will be a material breach of this Agreement and an infringement of copyright. 4.5 Despite anything that may appear elsewhere in this Agreement: All rights in and to the Content, including Intellectual Property Rights, are retained by us. Nothing in this Agreement is to be interpreted as an assignment of any Intellectual Property Rights in the Content to you or to any third party. We will own the Intellectual Property Rights to any adaptations made to the Content. 4.6. Only you are allowed to use the Licensed Content, but you may transfer files containing Licensed Content to your clients, printers, Internet Service Provider and the like to facilitate your use as described in the Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. 4.7 Your Account username and password are to be used only by you. Each person that desires to access the sites must have his/her own username and password. We reserve the right to monitor accounts and institute means to stop users from sharing their login information. 4.8. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times.


5. - STANDARD LICENSE - PERMITTED AND PROHIBITED USE

5.1. Permitted Use. Subject to the restrictions described under Prohibited Use below, the following are "Permitted Use of Content:: I. Use in advertising and promotional projects with less than 500.000 impressions. This includes printed materials, posters, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (not for resale or license); II. entertainment applications with less than 500 000 impressions, such as books and book covers, magazines, newspapers, editorials, newsletters, video, broadcast and theatrical presentations; III. online or electronic publications with less than 500.000 impressions. This includes web pages to a maximum of 1920x1080 pixels for an image of a video (but not within templates for sale); IV. and any other uses that we approve in advance in writing. opticshots.com SOLCLA-2014-11 4 / 85.2. Prohibited Use. You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended License. For greater certainty, the following are "Prohibited Uses and you may not: I. use the Licensed Content in electronic or digital template applications intended for resale or other distribution, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates; II. use or display the Licensed Content on websites or other venues designed to induce or involving the sale, license or other distribution of any products, including postcards, mugs, T-shirts, posters and other items, as well as "on demand products; III. use of the Licensed Content in any products for "on demand resale, license or other distribution for profit, such as postcards, mugs, T-shirts, posters and other items; IV. either individually or in combination with others, reproduce the Content, or an element of the Content, in excess of 500,000 times in physical (hard-copy) prints. V. use of the Licensed Content or a portion or adaptation thereof as part of a trademark, design trade name, business-name, service mark or logo; VI. incorporation of the Licensed Media into any product that results in the redistribution or re-use of the Licensed Media or is otherwise made available in a manner such that a person can extract or access or reproduce the Licensed Media as an electronic file; VII. use of the Licensed Content in a fashion that we (acting reasonably) consider to be pornographic, obscene, immoral, infringing of Intellectual Property Rights, defamatory in nature, or that would be reasonably likely to bring any person or property reflected in the Licensed Content into disrepute; VIII.use or display of any Content that features the model or person in a manner that may constitute identity theft. This includes Using the Licensed Media as part as an avatar or any other manner that falsely depicts the Model to be someone he or she clearly is not; IX. use or display any Content that features a model or person in a manner that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; X. use that depicts such a model or person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Licensed Content; XI. use the content to the extent that source code is contained within the Licensed Content, reverse engineer, decompile, or disassemble any part of such source code; opticshots.com SOLCLA-2014-11 5 / 8XII. remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Licensed Content (an example of this would be to edit the IPTC data); XIII.use the Content in an editorial manner, without the following credit adjacent to the Content or in audio/visual production credits: "©opticshots.com XIV.sub-license, re-sell, rent, lend, assign, donate or otherwise transfer or distribute the Licensed Content or the rights granted under this Agreement; XV. make available copies of the Licensed Content on a network server or web server for Use by others; XVI.post the Content online in downloadable format, post the Content on an electronic bulletin board or enable the Content to be distributed via mobile telephone devices or shared in any peer-to-peer or similar file sharing arrangement. XVII.reproduce the Content on a social media platform or other third party website. If so, the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Content contrary to the terms of this Agreement, and in such event, upon our request, you shall remove any Content from such platform or website. XVIII.download or store the Content on more than one computer at the same time, except that the User Member may make a single backup copy to be stored on media separate from the single permitted computer. Any Use of the Licensed Content that is not a Permitted Use will constitute a breach of this license and infringement of copyright. If you are not certain whether a proposed activity is a Permitted Use or a Prohibited Use, you should contact us using the contact details published on the site.


6. - EXTENDED LICENSE

If you selected the "Extended License Terms, then the contents of this clause apply to your use of the Licensed Media. The "Standard License Terms also apply to your use of the Licensed Media. 6.1 Use of Licensed Content subject to the Extended License are as follows: Permitted an Prohibited Use as defined in the Standard License, but with the following differences: allowing for 500.000 or more impressions; allowing use of the Licensed Content within items for resale up to 10.000 products; allowing use of the Licensed Content within electronic items for resale up to 10.000 products; allowing use of the Licensed Content within "on demand products for sale for profit up to 10.000 products. allowing additional use that we approve in advance in writing. opticshots.com SOLCLA-2014-11 6 / 8Contact us for extra License options that are not included in either the standard or the extended licenses (for example content time freeze, buy-out or multi-share licenses).


7. - PAYMENT

7.1 Each time the User Member downloads and licenses Content, the User Member agrees to pay all fees and charges associated with the order and that all such fees and charges and additional amounts (including taxes and late fees, as applicable) will be charged to a credit card or other payment method the User Member has selected from his or her Membership Account information. The User Member shall pay to opticshots.com a sublicense fee in accordance with opticshots.com pricing and payment policies. 7.2 Without limitation, the User Member is responsible for reporting and payment of any taxes applicable to his or her license and use of Content. 7.3 We shall be under no obligation to issue refunds under any circumstances, unless required by law. In the event that we determine that you are entitled to a refund of all or part of the fees you paid, such refund shall only be made to the (credit card) account originally used by you to purchase your product.


8. WARRANTY, LIMITATIONS AND DISCLAIMERS

8.1 We warrant that all necessary model and property releases for use of the Licensed Content in the manner specified in this Agreement have been obtained. 8.2 With the exception of the warranty given above, the Licensed Content is provided without representations or warranties of any kind whether express or implied in respect of the Licensed Content, and in particular makes no representations or warranties regarding the quality of the Licensed Content or the fitness of the Licensed Content for the purpose for which you acquired it. 8.3 Without limiting the foregoing, the User Member acknowledges that: we generally do not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Content. The procuring of such releases is the responsibility of the User Member; we generally do not have releases from property owners, manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, (sun)glasses etc. that are depicted in some Content as it is generally not possible for any stock image library or artist to get blanket releases for such products. The procuring of such releases, which may opticshots.com SOLCLA-2014-11 7 / 8sometimes be obtained on a case-by-case basis, is the responsibility of the User Member.


9. TERM OF AGREEMENT

9.1 Termination for Breach. if you commit a material breach of this Agreement and fail to remedy the breach within 5 (five) Working Days after having received a written notice to do so, we may terminate this Agreement (including your license to use the Licensed Media) without further notice to you. 9.2 Termination for Convenience. You may terminate this Agreement at any time by giving us written notice. 9.3 Consequences of Termination. If this Agreement is terminated for any reason then you must: destroy all copies of the Licensed Content and any permitted derivative works in your possession, and ensure that all copies in the possession of your clients, printers and service providers are destroyed too; cease any use of the Licensed Content for any purpose. 9.4 Right to Claim Damages. Termination of this Agreement will not affect our right to claim damages against you for breach of this Agreement and/or copyright infringement.


10. CONTACT

If you have concerns relating to this site or this Content License Agreement, please contact us at info@opticshots.com opticshots.com SOLCLA-2014-11 8 / 8