StandART License AgreementPLEASE READ THE FOLLOWING VERY CAREFULLY. IT IS A LEGALLY BINDING AGREEMENT (THE "AGREEMENT") BETWEEN YOU, AS A LICENSEE OF CONTENT, AND ARTARENA LLC ("ARTARENA"). WHEN YOU ORDER, PURCHASE AND LICENSE CONTENT YOU ARE WARRANTING THAT YOU HAVE THE CAPACITY TO ENTER INTO A CONTRACT WITH ARTARENA.
All of the image files, photographs, vector images, etc. (the “Content”) available for licensing on ArtArena.com are protected by the copyright laws of the United States and applicable international copyright laws and treaties. All of the content made available for licensing is owned and controlled by ArtArena and/or the various individuals and/or entities who have provide Content to ArtArena (the "Arttributors"), and all rights in and to the Content not expressly granted to you by the license below are reserved by the owner(s) thereof. Your rights to use any Content are subject to and strictly limited to the rights granted in this license agreement.
Under no circumstance will any ownership or copyright in any of the Content pass to you, as a licensee, by the issuance of the license contained in this Agreement. Your only rights are those expressly stated in this Agreement and ArtArena grants no additional rights or license, express or implied, beyond what is stated herein. All other rights in the Content and the licensed image you purchase the license to use hereunder, are expressly reserved by ArtArena for itself and its Arttributors. In the event that you create a derivative work based on or incorporating the licensed image(s) licensed hereunder, all rights in and to such original license image(s) shall continue to be owned by the original copyright owner, i.e., ArtArena or its Arttributor(s), subject to your right to use such Content pursuant to the terms and limitations set forth herein.
You acknowledge and agree that the terms ArtArena and Arttributor (the “Marks”) are the sole property of ArtArena and nothing herein shall confer upon you any right of use in or to the Marks you shall not now or in the future contest the validity of the Marks.
Grant of Rights
Subject to the limitations set forth below, ArtArena hereby grants you a nonexclusive, royalty-free, worldwide, non-sublicensable, non-transferable license to use, reproduce, publish, exhibit, perform, publicly display, distribute, broadcast, transmit, and create derivative works of, the licensed image(s) that you purchase, for the following purposes:
a.1. advertising and promotional projects, including hard copy printed materials, product packaging, presentations, advertising and promotional purpose film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or license) up to 250,000 copies;
a.2. publications such as books and book covers, magazines, newspapers, editorials, newsletters up to 250,000 copies, and including the resale of these publications;
a.3. theatrical presentations, including video, webcast and broadcast (unlimited copies), including the any resale of these presentations;
a.4. on-line, electronic, and mobile publications and mobile applications, including web pages and advertising and promotional projects; provide the website or application includes a condition that users are prohibited from copying or reproducing the image(s) as standalone file; and
a.5. hard copy prints, posters and other reproductions for personal use, but not for resale, license or other distribution, up to 250,000 copies.
You may not do anything with a licensed image that is not expressly permitted in the preceding section. For greater certainty, however, and notwithstanding anything in this agreement to the contrary, the following are not permitted under terms of this Standart License
a.1. Making the image available for resale by incorporating it into a physical product e.g. postcards, mugs, t-shirts, etc.
a.2. Incorporation of the image into an electronic template that is intended to be reproduced for resale on an electronic or printed product of any kind (e.g., postcards, mugs, t-shirts, posters, giclee prints, wallpaper, artwork and other items), including without limitation, website templates, flash templates and design templates (e.g. business card, greeting card and brochure templates) and/or any other application intended for resale, whether on-line or not;
a.3. The sharing or transferring the image(s) to others. Unless expressly permitted by this agreement, no other person may use the image(s) which you have licensed hereunder.
a.4. Making the image available for use by another person, or in such a manner that it invites a third party to access, download, copy, and/or redistribute the image as a unique standalone file, whether compensated or not. Uploading an image to web site at a resolution that exceeds the display resolution of the intended viewing device will be deemed to be an attempt to redistribute the Content.
a.5. Using Content in conjunction with pornographic, defamatory, or otherwise unlawful or immoral content.
a.6. Using Content in a manner that infringes upon any third party's trademark or other intellectual property, or in a manner that would give rise to a claim of deceptive advertising or unfair competition.
a.7. Using Content in a manner in ads or promotional materials for (i) adult entertainment clubs or similar venues, or for escort, dating or similar services; (ii) political endorsements; (iii) promotional materials for pharmaceutical or healthcare, herbal or medical products or services, dietary supplements, digestive aids, herbal supplements etc.
a.8. Use of any image on a social media platform or other third party website that claims to acquire rights in the image contrary to these terms as a result of such use. Any posting of the image to a social media platform that purports to assert right in or to the image, shall result in the immediately termination of this license at the time of such posting. Upon ArtArena's request, you shall immediately remove any image from such platform or website.
a.9. Using the image (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof, or to otherwise endorse or imply the endorsement of any goods and/or services.
a.10. Falsely represent, expressly or by way of reasonable implication, that any image was created by you or a person other than the copyright holder(s) of that image.
If there is any doubt that a proposed use is a Permitted Use, please contact ArtArena Customer Service for assistance.
Inspection of the Licensed Material.
You agree and warrant that you will examine all licensed images(s) for possible defects (whether digital or otherwise) before any use, including without limitation, the forwarding of the licensed image(s) for reproduction as printed material (either alone or in conjunction with other material). ArtArena shall not have any liability for any loss or damage suffered by you or any third party, whether directly or indirectly, that is a result of or arises from any alleged or actual defect in the licensed image(s), or in any way from its reproduction.
Unauthorized Use and Termination.
Use of the licensed image(s) in any way that is not expressly permitted under this Agreement constitutes a breach of this Agreement and copyright infringement entitling ArtArena and/or the copyright owner to exercise all rights and remedies available under copyright laws around the world. You will responsible for all damages and costs that result from any breach of this Agreement and copyright infringement, including third party claims related thereto. ArtArena may immediately terminate this Agreement an all rights granted hereunder in the event of (i) of any failure to pay the license fee (including a stop payment on a check or charge back on a credit card or (ii) any breach of the terms of this Agreement. Upon termination, you shall immediately stop using the licensed image, destroy or, upon the request, return the licensed image(s), and return copies (including any derivative works) of the licensed image(s) in your possession or control of Licensee. IN THE EVENT THAT YOU BREACH ANY OF THE TERMS OF THIS OR ANY OTHER AGREEMENT WITH ARTARENA, ARTARENA SHALL HAVE THE RIGHT TO TERMINATE YOUR ACCOUNT WITHOUT FURTHER NOTICE. SUCH TERMINATION SHALL BE IN ADDITION TO ARTARENA'S OTHER RIGHTS AT LAW AND/OR EQUITY. ARTARENA SHALL BE UNDER NO OBLIGATION TO REFUND ANY FEES PAID BY YOU IN THE EVENT THAT YOUR ACCOUNT IS TERMINATED BY REASON OF A BREACH ANY SUCH BREACH OR BREACHES
Warranty / Limitation of Liability
ArtArena warrants that the image (s) licensed hereunder will be free from defects in material and workmanship for thirty (30) days from delivery. Your sole and exclusive remedy for a breach of this warranty will be a replacement of the licensed image.
EXCEPT AS SET FORTH HEREIN ARTARENA MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING THE LICENSED IMAGE(S) OR ANY OF ARTARENA’S SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT, SHALL ARTARENA'S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE LICENSED IMAGE(S) AND/OR OTHER CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED $500.00.
ARTARENA EXPRESSLY DISCLAIMS AND 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 ARTARENA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES.
UNDER NO CIRCUMSTANCES SHALL ARTARENA BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF (1) ANY CHANGES, MODIFICATIONS OR ALTERATIONS MADE TO THE LICENSED IMAGE(S) BY OR ON BEHALF OF THE LICENSEE HEREUNDER; AND/ OR THE CONTEXT IN WHICH LICENSED IMAGE IS USED.
You agree to and shall defend, indemnify and hold harmless ArtArena and its subsidiaries, commonly owned or controlled affiliates, its content providers and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of: (i) claims by third parties relating to your use of any licensed image(s) that does not fall within the scope of the rights granted to you under this Agreement, or (ii) any other actual or alleged breach by you of this Agreement.
You agree that if your receive notice from ArtArena, or upon your obtaining any knowledge that the licensed image(s) are or may be subject to a claim of infringement of another's right you will immediately and at your own expense (i) stop using the licensed image(s); (ii) delete or remove the licensed image(s) from all relevant computer systems and storage (electronic or physical). ArtArena will make a good faith effort to provide you with a comparable licensed image(s) (as determined by ArtArena exercising its reasonable commercial judgment) free of charge, but otherwise subject to the other terms and conditions of this Agreement.
This Agreement shall be governed in all respects by the laws of the State of California, without reference to its laws relating to conflicts of law. You hereby consent to the exclusive jurisdiction of the state and federal courts located in the County of Los Angeles, State of California for any dispute. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement
If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion
This Agreement is contains all the terms of the license agreement and may not be modified, added or deleted unless made in a writing and accepted in writing by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained elsewhere or other communication, the terms of this Agreement shall govern
All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).