A-StockPhoto.com
LICENSING TERMS & CONDITIONS END-USER LICENSE AGREEMENT (EULA)
By downloading any image or material from our website, you hereby agree to the following terms and conditions as outlined herein, and as listed elsewhere on our website:

This agreement is made by and between A-StockPhoto.com and user (otherwise listed herein as You or Your) who creates an account for the right to access, acquire, and use Materials from this website. A-StockPhoto.com hereby represents that it owns all rights and copyrights to all materials on our website, and all rights and copyrights to said website and materials shall remain the exclusive property, right and control of and under A-StockPhoto.com and  Materials from our website will constitute and be defined as any photo, image, design, or layout represented on the A-StockPhoto.com website.  By downloading any Materials from A-StockPhoto.com you are asserting your declaration that you have read, understood, and agreed to all terms and conditions listed in this Agreement, and otherwise identified on our website. 
Terms of Use and Conditions as Defined Below:

1. Users Rights to Materials from A-StockPhoto.com.
You agree to access, acquire, and use our Materials as follows:
These Terms and Conditions constitute a legal Agreement between You and A-StockPhoto.com.
A-StockPhoto.com grants You a nonexclusive, nontransferable license to download, use, modify, publish, and display our Materials according to the defined Terms and Conditions of this Agreement.
You may access, acquire, and use the materials downloaded from A-StockPhoto.com.com subject to these Terms and Conditions in the following manner:

2. Background of Agreement
(a) By selecting license option, downloading images or any other material or otherwise signifying your acceptance, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.

(b) In this Agreement: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates; (ii) “A-StockPhoto.com” or “we” means, operator of the Site; and (iii) “Content” or material means any photographic image, illustration, animation, Flash file, film or video footage, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material.

 (c)This Agreement is accepted by choosing to enter into either our standard royalty-free content license (the “Standard License”) or an extended license where one or more of the restrictions of the Standard License are amended for your proposed use of the Content (an “Extended License”). When you select content for download  you will have the opportunity to select a “Standard License”, “Extended License” or an “Exclusive License”. The availability of the Optional Licenses are dependent upon the Content and whether the supplier of the Content has opted-in to the extended, and exclusive License options. If you do not specify an Extended License or there is no Extended License option for the Content you have requested, your download of Content will be subject to the Standard License.

 (d) The “sharing” on social networks option of any watermarked preview image gives you no license to modify, crop, remove watermark or in any other way alter the image. Shared images must be directly linked to the appropriate page at A-StockPhoto.com and/or including the following linked credit line “Image: ©A-StockPhoto.com”. 

3. Standard Royalty Free License Terms
We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by A-StockPhoto.com or the supplier of the Content, as the case may be.

4. Permitted Standard Royalty Free License Uses
(a) You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution, unless (i) the proposed use is allowable under an Extended License which is available for the Content; or (ii) if the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and  here the primary value of such transformed or derivative work is not recognizable as the Content nor is the Content capable of being downloaded, extracted or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a “Permitted Derivative Work” for the purposes of this Agreement). For example, you cannot superficially modify the Content, print it on a t-shirt, mug, poster, template or other item, and sell it to others for consumption, reproduction or re-sale. These uses will not be permitted as or constitute Permitted Derivative Works. If there is any doubt that a work is a Permitted Derivative Work, you should either obtain an Extended License or contact A-StockPhoto.com for guidance. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.

(b) Seat Restrictions. Only you are permitted to use the Content, although you may transfer files containing Content or Permitted Derivative Works to your clients, printers, or ISP for the purpose of reproduction for 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. 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. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead. If you require the Content to be in more than one location or accessible by more than one person, you must download the Content from the Site for each such use or obtain an Extended License for a multi-seat license for the Content. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.

(c) Use of Editorial Images — Limitation of Liability.
Users downloading images that are not model or property released and contain depictions of models or property meant for editorial use, assume full responsibility for the use of the image(s). The use of editorial images may require additional rights that A-StockPhoto.com will not be able to provide. You should consult with your legal counsel to be sure your use is legal. Editorial images are not model or property released. By downloading any image you acknowledge that you understand and agree to all of these terms and assume full liability for your use of the image(s) and agree to hold A-StockPhoto.com harmless should any liability arise.

 5. Permitted Uses.
Subject to the restrictions described under Prohibited Uses below,
The following are “Permitted Uses” of Content:

(a) Advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, newsletters, mailers, print ads, packaging, fliers promotional greeting cards and promotional postcards (ie. not for resale or license);

(b) Entertainment applications, such as books and book covers, newspapers, menus, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;

(c) On–line or electronic publications, including web pages to a maximum of 800 x 600 pixels for image or illustration Content or to a maximum of 640x480 for video Content;

(d) As part of a design element of a website, video, film, television broadcast, CD-Rom cover, or video game.  However, you may not, under any circumstances use the materials from our website in a Website template or any template or design sold individually or as part of an archive or catalog collection, or an automated shopping system, under any circumstances. You MAY however use our photos in client websites that are NOT distributed through an archive or automatic system.

(e) Prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified above, but not for resale, license or other distribution;

(f) In a PowerPoint presentation, however, use of our Materials in this medium must include an explicit statement in an easily identifiable location in this presentation noting that Some images contained in this presentation are the copyrighted property of A-StockPhoto.com.  As such, these images are being used under a license from said entities, and may not be copied or downloaded without explicit permission from A-StockPhoto.com.

(g) As part of office presentation and layout for your business, in other words, for decor in an office, lobby, retail store, or public area; and any other use approved in writing by A-StockPhoto.com.

(h) If there is any doubt that a proposed use is a Permitted Use, you should contact A-StockPhoto.com for guidance.

5. Standard Royalty Free License Prohibitions
Prohibited Uses. 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:

(a) Use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;

(b) Use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “print on demand” products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites, as well as sites such as www.cafepress.com);

(c) Use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;

(d) Use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;

(e) Incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;

(f) Use the Content in a fashion that is considered by A-StockPhoto.com (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;

(g) Use or display any Content that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (b) except where accompanied by a statement that indicates that the Content is being used for illustrative purposes only and any person depicted in the Content is a model, that depicts such 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 Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;

(h) Use an Image marked "Editorial Use Only" for commercial purposes. If an Image is marked, "Editorial Use Only", additional permissions may be required for commercial use. A-StockPhoto.com does not provide such permissions.

(i) Use the Content for editorial purposes without including the following credit adjacent to the Content: “©A-StockPhoto.com/Jan Knutsen”;

(j) Remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;

(k) Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;

(l) Install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;

(m) Use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;

(n) Either individually or in combination with others, reproduce the Content, or an element of the Content, in excess of 499.999 times without obtaining an Extended License, in which event you shall be required to pay an additional Extended License fee for reproductions which is in excess of 500,000 reproductions.
This additional royalty does not apply to advertisements in websites or to broadcast by television, web-cast or theatrical production.

6. Other License Options.
You may choose to expand the license on any content to any of these additional licenses at any time.
These options only apply to the “XL full size images”.

7. Extended Royalty Free License.
You need an extended license when you intend to;

(a) Have a print run exceeding 499.999 impressions; an extended license will entitle you to an unlimited reproduction/print run required for 500,000 or more impressions.

(b) Make items for resale, including prints, posters, calendars, mugs, mouse pads, t-shirts, games, etc in any print run size.

(c) Make electronic templates for resale on websites, brochures, business cards, e-greeting cards, etc for resale or if your electronic template will result in printed products such as business cards.

(d) Install content in more than one location at a time (Multi-seat).

8. Exclusive Royalty Free License.
(a) This option is equal to the extended license except you will be the only one licensed to use this content for the duration of 12 months from the date of purchase; you can purchase a license for several years one time or one at the time. We will remove the content or the possibilities to purchase the content as soon as possible after your payment has been confirmed.

9. Users Restrictions on the Use of A-StockPhoto.com Materials.
You agree not to access, acquire, or use our Materials in any of the following manners:

(a) You may not at any time share, sell, give, or allow anyone to use your username/password, nor access your account for any reason.

(b) You may not distribute, share, sell, or give away any of our Materials at any time for any reason whatsoever.

(c) You may not distribute our Materials electronically or in hard copy, except as specifically outlined in the Users Rights to Materials from A-StockPhoto.com section of this Agreement.

(d) You may not use any of the Materials downloaded or obtained from our site in a Website template or any template or design sold individually or as part of an archive or catalog collection, or an automated shopping system, under any circumstances. You MAY however use our photos in client websites that are NOT distributed through an archive or automatic system.

(d) You may not allow or authorize any third party to use the Materials for any purpose at any time or resell, sublicense, or otherwise make available the Materials for use or distribution separately or detached from a product or Web page.

(e) You may not use any download software, internet accelerators, or other similar software or automated programs to access or download any materials from our website at any time.

(f) You may not under any circumstances use Materials in connection with any illegal, obscene, immoral, or pornographic material. 

10. You understand and agree that A-StockPhoto.com may, in its sole discretion:
(a) Monitor your download activity from A-StockPhoto.com as often as A-StockPhoto.com determines under its sole discretion for any reason and for any violation of this Agreement. 

(b) Disable any account that engages in what A-StockPhoto.com determines to be a large number of photos on any given day, as such activity indicates possible EULA violations or abuse of a username/password and account. 

(c) Limit downloads to a fixed amount of downloads per 24 hour period, per user, as A-StockPhoto.com sees fit on an individual basis, and to ensure the quality of our service is retained to be delivered to all. 

(d) Investigate any abuse of your username and password in connection with the A-StockPhoto.com website or in connection with this Agreement. 

(e) Take the appropriate action to investigate all potential abuse, which can lead to contacting the individual involved with the violations, account suspension, account termination, or other actions deemed necessary depending on the nature and severity of the violations, if we are unable to confirm the validity of the activity. 

(f) Terminate your account immediately for any violation of this agreement, or the Terms and Conditions as defined in this Agreement and elsewhere on A-StockPhoto.com, without notice.  If your account is terminated for any violation of this Agreement and/or abuse of your username or password, and/or our Materials, you lose all rights to A-StockPhoto.com Materials, and you must IMMEDIATELY delete any and all Materials obtained prior to this termination, and forfeit all fees paid. 

(g) You understand that Materials are copyrighted and owned by A-StockPhoto.com only, and any unauthorized use of any of these Materials by you may be an infringement upon said copyright. 
 
(h) A-StockPhoto.com and all Materials are made available to you AS IS, AS AVAILABLE, and WITH ALL FAULTS.A-StockPhoto.com its employees, directors, and officers and anyone else associated with A-StockPhoto.com makes no representation or warranty, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, or non-infringement.  A-StockPhoto.com further makes no representation or warranty that your usage of A-StockPhoto.com will be uninterrupted, error free of computer viruses, or other damaging materials.  When you login to your account, and access A-StockPhoto.com, you do so at your own risk.

(i) A-StockPhoto.com, its employees, directors, and officers, or anyone else associated with A-StockPhoto.com shall not be liable for any indirect, special, consequential, economic damages including but not limited to loss of revenue or profits, arising out of the use, or inability to use, the Materials.  A-StockPhoto.com, its employees, or related parties, will in no event be liable for any damages to exceed the amount paid by you for accessing or using A-StockPhoto.com, and for accessing, acquiring, and/or using Materials from A-StockPhoto.com.
 
11. AGE OF MAJORITY. 
(a) You warrant and attest that you are of the age of majority, and that your signature shall serve as confirmation and attestation to this statement. You further agree that you fully understand the contents, meaning and impact of this agreement. 

(b) You will not use these Materials in any way that is not permitted in this Agreement or in violation of this Agreement. Your use of these Materials will not violate any applicable law or regulation of any country, state, or other governmental entity.  You further attest that the information you provide to A-StockPhoto.com is accurate and true, including without limitation all credit card information.
 
(c) You agree to fully, indemnify, and hold harmless A-StockPhoto.com, its employees, directors, officers, and any other entity associated with A-StockPhoto.com, and each of its successors, licensees, and assigns free and harmless from any and all claims, liabilities, costs, losses, damages, expenses, including attorneys fees and expenses, arising in connection with Your use of the Materials and this website or of any breach or alleged breach of any representation, warranty, or other promise made by You in this Agreement.
 
12. ENTIRE AGREEMENT.
(a) You acknowledge that this agreement expresses the parties entire understanding and agreement, and that there have been no warranties, representations, covenants, or understandings made by either party to the other except as expressly set forth in this agreement.  Any modifications to this agreement shall be made in writing and agreed to by both parties in writing. The parties further acknowledge that this agreement supersedes, terminates, and otherwise renders null and void any and all prior or contemporaneous agreements or contracts, whether written or oral, entered into between the Buyer and Seller with respect to the matters expressly set forth in this agreement.
 
(b) You agree, attest, and reaffirm your agreement to the terms listed herein and to conduct your transaction electronically.

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