Colaimages | Vintage Stock Photos and Archival Images

COLAIMAGES.COM ROYALTY-FREE CONTENT LICENSE OF USE AGREEMENT

This Royalty-free Content License Agreement between Colaimages.com and Licensee is in addition to the Terms of Use applicable to the Site that you have previously entered into. In the event of any inconsistency between this Agreement and the Terms of Use that is incorporated into this Agreement by reference, the terms of this Agreement shall govern.

BY SELECTING THE BOX “I AGREE” AT THE END OF THIS AGREEMENT, 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.

Definitions

"Licensee" means the entity purchasing a license hereunder.

"Licensed Content" means any photograph, still image, or visual representation generated optically, electronically, digitally or by any other means, which is licensed to Licensee by Colaimages.com under the terms of this Agreement. Any reference in this Agreement to the Licensed Content shall be to each individual item within the Licensed Content and also to the Licensed Content as a whole.

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

"Invoice" means the computer-generated or pre-printed invoice provided by Colaimages.com that shall include the Licensed Content selected and the corresponding price for the license of such Licensed Content. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

Grant of Rights

Subject to the terms of this Agreement, Colaimages.com grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to Reproduce the Licensed Content identified in the Invoice an unlimited number of times in any and all media for all purposes other than those uses prohibited under this Agreement. All other rights in and to the Content are retained by Colaimages.com. Your right to use any Colaimages.com content is subject to your full payment of the license. All Licensed Content must be downloaded within 72 hours of the date of purchase, but may be used at any time.

License Prohibitions

Licensee may not:

- Use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
- Use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, business card templates, electronic greeting card templates, and brochure design templates;
- Use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items;
- 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;
- 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;
- 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;
- Use the Content in a fashion that 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;
- Remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
- Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
- Use Content marked "For editorial use only" for any commercial, promotional, endorsement, advertising or merchandising use.
- Use the Content without including the following credit adjacent to the Content or in audio/visual production credits: “(c) Artist Name”/Colaimages.com.

Condition of Licensed Material

Licensee should examine all Licensed Content for possible defects, whether digital or otherwise, before sending any Licensed Content for Reproduction. Colaimages.com shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Content or its caption or in any way from its Reproduction.

Warranty and Limitation of Liability

While efforts have been made to correctly caption the subject matter and to provide other information related to the Licensed Content, Colaimages.com does not warrant the accuracy of such information. No model releases or property releases are available for Licensed Content from Colaimages.com. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of Licensed Content, and Licensee shall be responsible for obtaining any required release. As no releases are available, Colaimages.com makes only the following limited representations and warranties with respect to Licensed Content:

- The Licensed Content will be free from defects in material and workmanship for thirty (30) days from delivery. Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Content;
- Colaimages.com has all necessary rights and authority to enter into and perform this Agreement, excluding, for the avoidance of doubt, permissions or authorizations from any individuals or owners of property (including trademarks, service marks, logos and other intellectual property) depicted in the Licensed Content.

COLAIMAGES.COM DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED CONTENT OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COLAIMAGES.COM SHALL NOT BE LIABLE TO LICENSEE 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, EVEN IF COLAIMAGES.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER COLAIMAGES.COM NOR ANY COLAIMAGES.COM OFFICER, DIRECTOR, OR EMPLOYEE SHALL BE LIABLE TO LICENSEE OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, CONTENT OR THIS SITE, AND YOUR RIGHTS UNDER ANY PROVISION OF THIS AGREEMENT. COLAIMAGES.COM, ITS DIRECTORS OR EMPLOYEES, SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY CONTENT PROVIDED THEREIN, OR ARISING OUT OF OR RELATING TO THE USE OF ANY SITE LINKED HERETO AND/OR EVENTS BEYOND THE REASONABLE CONTROL OF COLAIMAGES.COM, INCLUDING VIRUSES, FAILED OR UNDELIVERED MESSAGES, THE CORRUPTION OF DATA, TRANSMISSION ERRORS, INTERNET SERVICE PROVIDERS, LINKS TO AND THIRD PARTY SITES AND THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST OPPORTUNITIES, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGE, EVEN IF COLAIMAGES.COM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR OF A CLAIM BY ANOTHER PARTY.

Indemnification

Licensee shall defend, indemnify and hold harmless Colaimages.com and its officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees) 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 or any other actual or alleged breach by Licensee of this Agreement.

Withdrawal

Upon notice from Colaimages.com, or upon Licensee's knowledge that any Licensed Content is subject to a threatened, potential or actual claim of infringement of another’s right for which Colaimages.com may be liable, Licensee must immediately and at its own expense stop using the Licensed Content; delete or remove the Licensed Content from its premises, computer systems and storage; and ensure that its clients do likewise. Colaimages.com shall provide Licensee with comparable Licensed Content (which comparability will be determined by Colaimages.com in its reasonable commercial judgement) free of charge, but subject to the other Terms and Conditions of this Agreement.

Taxes

All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee.

Choice of Law, Jurisdiction, and Attorneys’ Fees

Any dispute regarding this Agreement shall be governed by the laws of the Republic of Italy. The parties agree to accept the exclusive jurisdiction of the Court of Rome, Republic of Italy, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. 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 Italian language. This copy in the English language is for courtesy and the Italian version of this contract will prevail over this courtesy translation. In any dispute between Colaimages.com and you, Colaimages.com shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, and other legal expenses from you.

Acknowledgement

THE LICENSEE ACKNOWLEDGES THAT HAS READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF COLAIMAGES.COM AGREEING TO PROVIDE THE CONTENT, THE LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE LICENSE AND COLAIMAGES.COM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN THE LICENSEE AND COLAIMAGES.COM RELATING TO THE SUBJECT OF THIS AGREEMENT.

Colaimages | Vintage Stock Photos and Archival Images