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VAST LICENSE AGREEMENT
Version 1.4: February 28, 2018
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By downloading or receiving content from VAST Art Group LLC (“VAST”, “us”, “we”, “our”), you agree to the terms contained in the following agreement.

 

 

1: DEFINITIONS:

 

-       “Content” means any photographs, images, graphics, visuals, artwork, or files owned by, represented by, hosted by, sold by, or consigned to us or our content suppliers.

-       “License” means the agreement between you and us that governs your use of Content. It is comprised of the Specific License Terms (that are unique to your specific License) and the terms in this document (that are applicable to all Licenses sold by us).

-       “use” means to copy, display, reproduce, modify, edit, broadcast, publish, or otherwise make use of.

-        “Non-Exclusive” means that your license does not prevent us in any way from licensing the same Content to other customers for any purpose.

-        “Expiry Date” means the last date on which you are permitted to use the Content per the terms of your License.

-        “Usage Term” means the length of time you are permitted to use the Content per the terms of your License.

 

 

 

2: SPECIFIC LICENSE TERMS:

 

A.     On the webpage where you can download Content that you have licensed from us, the Specific License Terms for your License will be listed next to the download link. You acknowledge that you have read, reviewed, and agree to be bound by those terms.

 

B.     Additionally, prior to downloading Content, you acknowledge that you have received and reviewed a written (digital or physical) copy of those same Specific License Terms from one of our employees.

 

 

 

3: BASIC TERMS:

 

A.     Permissible Use: You may use Content in any way consistent with the rights granted to you in your Specific License Terms license and not restricted by stipulations contained in this document.

 

B.     Restricted Uses:

-       You may not use Content in a defamatory or unlawful manner, or in violation of any applicable regulations or industry codes.

-       You may not use Content in any way that allows others to download, extract, or redistribute Content as a standalone file (meaning just the content file itself, separate from the project or end use).

-       You may not falsely represent that you are the original creator of a work that is made up largely of Content.

 

C.    Non-Transferable: The rights granted to you in a License are non-transferable and non-sublicensable with the following two exceptions:

-       You may allow subcontractors to use Content solely for the purpose of assisting you in achieving your end use of the Content (for example: you may have a printing studio print a copy of the Content) so long as their use does not violate any of the Specific License Terms or the terms contained in this document. Additionally, these subcontractors must agree to be bound by the terms of this agreement and are not permitted to use the Content for any other purpose.

-       Your employer or a client of yours can use the Content under the terms of the License if you have purchased the License on their behalf. In doing so, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this agreement. Otherwise, you may not allow your employer or client to use the Content. For the avoidance of doubt, the rights granted in the License may only belong to you or your employer/client, depending on who is named as the “Licensee” at the time of purchase. If you are purchasing a License on behalf of an employer/client, you must list the employer/client as the “Licensee” at the time of purchase.

 

D.    Ownership: All Content and rights relating to it, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of us or our content suppliers. All rights not expressly granted in a License are reserved by us and our content suppliers.

 

E.     You acknowledge that we have made unique additions and changes to the Content (including but not limited to the addition of watermarks and copyright metadata) that has been specifically licensed to you. This allows us to track the Content that has been specifically given to you as part of this License and differentiate it from the same Content that has been licensed to others. You agree that you will not remove or attempt to remove, obfuscate, disable, or otherwise prevent the measurement of any of these additions or changes.

 

F.     You acknowledge that the Content constitutes a highly valuable copyrighted belonging to us and/or our content suppliers.

 

G.    You and acknowledge that failing to protect the security (especially digital security) of the Content may result in a significant financial loss for us. You will take the utmost of precautions to ensure the security of the Content and acknowledge that it is your responsibility to do so. You will not transfer the Content to or make copies of the Content (digitally or otherwise) for any of your employees or subcontractors unless it is necessary to do so in order to achieve the your intended end use of the Content that you communicated to us.

 

H.    You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.

 

I.      You will promptly notify us if you become aware of any material breach of these terms. Immediately upon any breach of any provision of this Agreement, the rights granted to you in this Agreement will be immediately revoked, with or without communication from us.

 

 

 

4: TERM AND TERMINATION:

 

A.     Your use of the Content is restricted to the Expiry Date and Usage Term listed on your License. If an Expiry Date is listed, you are only permitted to use the Content prior to that date. If a Usage Term is listed, you are only permitted to use the Content for the duration listed. All rights granted in the Specific License Terms and this document will be revoked at the conclusion of your Usage Term or Expiry Date, whichever comes first.

 

B.     Termination: We may terminate this agreement at any time if you violate any of the terms of this or any other agreement with us. Upon termination of this agreement, you must immediately cease use of the Content and delete or destroy any copies of the Content.

 

C.    Refunds/Cancellation: Once we have received payment for the License and you have been provided with a link to download the Content, you will not have the right to a refund or cancellation of your License. We reserve the right, in our sole discretion to accept a request from you for a refund or cancellation. In the event of cancellation, your rights to use the content terminate, and you must immediately delete or destroy any copies of the content.

 

D.    Discontinuance: We may discontinue licensing of the Content at any time in our sole discretion. If we notify you that we have discontinued licensing for the Content, we may require you and anyone using the Content licensed to you, to immediately, and at your own expense, cease using the content and delete or destroy any copies. Upon your compliance with this notification, we will, in our discretion, either: (1) refund to you the cost of your License or (2) provide you with replacement Content (determined by us in our reasonable commercial judgment) free of charge, subject to the other terms of this agreement.

 

 

 

5: REPRESENTATIONS AND WARRANTIES:

 

A.     We warrant that your use of the Content in accordance with this agreement and in the form delivered to you by us does not infringe on any copyrights of the Content owner or creator.

 

B.     We do not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, designs, works of art or architecture depicted or contained in the Content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the Content, and you are solely responsible for obtaining such release(s). You acknowledge that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed Content.

 

C.    Except as provided in this section above, the Content is provided “as is” without representation, warranty, or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. We do not represent or warrant that the Content will meet your requirements. It is your responsibility to ensure that the resolution, clarity, and quality of the Content is sufficient to meet your needs. Upon request, we can provide samples of the Content for you to judge its quality.

 

 

 

6: INDEMNIFICATION AND LIMTIATION OF LIABILITY:

 

A.     You agree to defend, indemnify and hold harmless us and our parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any Content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with us; and (iii) your failure to obtain any required release for your use of Content.

 

B.     WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF WE HAVE 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.

 

 

 

7: GENERAL TERMS:

 

A.     Assignment: This agreement is not assignable by you without our prior written consent. We may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.

 

B.     Audit: Should we request it, you agree to provide us with documentation and examples of your use of the Content. In addition, upon reasonable notice, we may (either through our own employees or through a third party) audit your records directly related to this agreement and your use of the Content in order to verify compliance with the terms of this agreement. If any audit reveals that you have breached the terms of your License, then you will be required to (1) pay us twice the amount that we would have charged for a License that would have permitted your use of the Content in the manner you used it, as well as any other remedies to which we are entitled including but not limited to damages we have incurred as a result of your breach of terms and (2) reimburse us for the costs of conducting the audit.

 

C.    Governing Law/Arbitration: This agreement will be governed by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") if you are in North America, or of the International Centre for Dispute Resolution ("ICDR") or JAMS if you are outside of North America (the applicable rules to be at your discretion), in effect on the date of the commencement of arbitration to be held in New York, New York; London, England; Paris, France; Munich, Germany; or Madrid, Spain. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, we shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in our opinion, such action is necessary or desirable to protect our intellectual property rights.

 

D.    Severability: If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

 

E.     Waiver: No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

 

F.     Entire Agreement: No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by us and accepted by you.

 

G.    Notice: All notices required to be sent to us under this agreement should be sent via email to [email protected] and will only be deemed to be delivered if a return response is e-mailed to the sender’s email address confirming receipt. All notices to you will be sent via email address we have associated with your License.