For Digital File Customers:
THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY "YOU"), AND IZAND COMPANY.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY IMAGE(S). DOWNLOADING AND/OR USING ANY IMAGE(S) FROM IZAND COMPANY CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND IZAND COMPANY.IZAND COMPANY reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any Image(s).
A. Definitions:"Comp Usage" is defined as the creation of a temporary test use, rough layout or comprehensive rendering of a proposed work for client review, internal company review or testing. The Image may not be used in any materials distributed outside of your company or that is accessible to the public or any final product, including, without limitation, any online or other electronic distribution system (except you may transmit comps digitally or electronically for their review) and may not be sold or sublicensed alone or as part of any product.
"Image(s)" shall mean, digital video, graphics, illustrations, images, motion sequences, photographs or any other visual representation regardless of whether the Image(s) are obtained via download from Izand company Websites, delivered via any storage media (CD, DVD, disk, etc.) that is now known or may become known in the future, or obtained from a IZAND COMPANY authorized distributor, together with all accompanying metadata and other material.
"Storage Media" shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created.
"You" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.
B. Copyright:The Image(s) are copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The Image(s) shall remain the sole and exclusive property of IZAND COMPANY. Use of the Images is licensed, not sold, pursuant to the terms of this License Agreement. Use of the Images without agreeing to this License Agreement, or a breach of these License Agreement terms, is copyright infringement.
C. Grant: IZAND COMPANY grants you a non-exclusive and non-transferable license to use the Image(s) only as provided in this License Agreement.
D. Permitted Uses:(I) Use the Image(s) in any electronic or print media, including advertising and editorial use, provided such use is not intended to allow the re-distribution or re-use of the Image(s).
(II) Use the Image(s) in any items for personal use or resale, including book covers, calendars, consumer merchandise (T-shirts, posters, art, etc.), provided such use is not intended to allow the re-distribution or re-use of the Image(s).
(III) Modify or alter the Image(s) as necessary for your use, provided that if such modification or alteration constitutes a derivative work, the rights to all such derivative works shall belong exclusively to IZAND COMPANY and that you shall only use such derivative work in accordance with this Agreement. If requested by IZAND COMPANY, you agree to execute a written assignment of any such rights, including copyrights, at no cost to IZAND COMPANY.
(IV) Use the Image(s) as decor in an office, lobby, public area, restaurant, or retail store.
(VI) Use the Image(s) as design elements in video, film, or television broadcasts.
(VII) Use the Image(s) in connection with your business or entity, e.g. corporate identity documents and letterhead, except as prohibited below.
E. Prohibited Uses: You may NOT:(I) Sublicense, distribute, transfer or assign the Image(s) or rights to the Image(s).
(II) Reverse engineer, decompile, translate, or disassemble any part of the Image(s).
(III) Copy or reproduce the Image(s)
(IV) Remove any copyright, trademark or watermark from any place where it appears on the Image(s).
(V) Display the Image(s) in any digital format or for any digital use at a resolution greater than 72 ppi, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the Image(s) in violation of this Agreement.
(VI) Use the Image(s), or any part of the Image(s), as part of a trademark, service mark, or logo. IZAND COMPANY retains the full rights to the Image(s), and therefore you cannot establish your own rights.
(VII) Use the Image(s) to compete with IZAND COMPANY. IZAND COMPANY is in the business of licensing images to its customers. It is the specific intent of this provision to prohibit you from using the Image(s) to enter, either directly or indirectly, a similar or competing business.
(VIII) Use the Image(s) in a product or service whereby the Image(s) can be used apart from a product or service.
(IX) Use the Images(s) in any downloadable format intended for multiple distribution including, without limitation, Web site templates, software products, e-greetings, etc.
(X) Use the Image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.
(XI) Use Image(s) as part of any use involving sensitive subject matters, as determined by IZAND COMPANY, including but not limited to the following: all sexual issues, sexually transmitted diseases, substance abuse, alcohol, tobacco, AIDS, cancer, mental ailments, Homosexual or alternative lifestyles, and physical or mental abuse, without advance written consent from IZAND COMPANY and any model in such Image(s). Sensitive subject use pertains to both commercial and editorial uses. Contact IZAND COMPANY for verification of model releases. Availability of model releases does not grant the right to use Image(s) in any sensitive subject matters.
Use any of the Images for any commercial purposes in excess of 100,000
printed copies without explicit written permission. NOTE: Web page
impressions are unlimited"
F. Additional Terms:(I) IZAND COMPANY reserves the right to (i) not permit use of any Image(s) for any reason whatsoever; and (ii) notify you that certain Image(s) are no longer available for use. Upon such notification, the license to use such Image(s) shall automatically and immediately terminate.
(II) All other rights not expressly granted to you are reserved solely for IZAND COMPANY.
A. Enforceability: If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties' intent.
B. Taxes and other:You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the Image(s), pursuant to this Agreement.
This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of the State of California, United States. Any claims shall be brought solely in the Federal District Court of the Central District of California and you expressly consent to the exclusive jurisdiction of the federal courts of the State of California, United States. You consent to the service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.
You agree to reimburse IZAND COMPANY for its legal fees, costs and disbursements if IZAND COMPANY is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.
You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. IZAND COMPANY may assign or transfer this Agreement freely.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND IZAND COMPANY, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND IZAND COMPANY RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN IZAND COMPANY WEBSITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.
ADDITIONAL TERMS ADDENDUM
D. THIRD PARTY CONTENT If you are licensing Images from IZAND COMPANY'S third party suppliers, special license terms from the third party suppliers may apply. Please see the individual Web site or Storage Media for details of any special license terms.
E. IZAND COMPANY maintains no relationship with third party advertisers. Reference to any specific service or trademark is not controlled by domain owner and does not constitute or imply its association, endorsement or recommendation.