RIGHTS-MANAGED END USER LICENSE AGREEMENT
This is a legal agreement between you, the “Licensee”, and Pacific Stock, Inc., the “Licensor”, for licensing reproduction rights for any image on this web site. Please read this agreement carefully before purchasing, downloading or using any Pacific Stock image(s) from this web site. Your right to reproduce an image(s) is subject to the terms, conditions and restrictions set forth in this agreement as well as our general Terms of Use for use of this web site, and is conditioned upon your full payment of the license fee prior to your reproduction of the image(s). By clicking the "I accept" button or by downloading any image(s), you agree to be bound by the terms of this agreement. If you do not agree to be bound by all of the sections on this license agreement, do not purchase an image(s) from this site but instead click on the "cancel" button to decline this agreement and do not download any image(s).

1. Grant of License and Payment

If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer, and to you as a representative of your employer.

You agree not to reproduce or use the High-Resolution image(s) in any manner including but not limited to layouts, photostats, scanning, digitalization or color separations until you first negotiate a use fee and pay our invoice for the uses you require. (Low-resolution images, including Thumbnails and Previews, may be used in materials for Test or Sample use ONLY, including Comps and Layouts.)  

No rights are granted until payment is made to Pacific Stock, even though you have received an invoice. The INVOICE/COPYRIGHT LICENSE we grant is only to you and cannot be assigned or transferred without our proper written consent. Your use of an image is strictly limited to the parameters established on our INVOICE/COPYRIGHT LICENSE under "Use Rights Granted". Any use beyond those specified is a violation of U.S. copyright law. Should you fail to pay our invoice, we will contact your end client to notify them they are in violation of the U.S. copyright law and proceed with legal proceedings. In the event material from Pacific Stock is published or used in any way without first obtaining a proper INVOICE/COPYRIGHT LICENSE for that use, Pacific Stock may seek damages against you or the end user of the material. At its option, Pacific Stock may issue a retroactive use license for material used without proper license in place prior to use. Retroactive use license fees will be assessed at a rate of up to ten times the normal use rate. Unless specifically stated under "Use Rights Granted", licenses do not include any form of electronic reproduction of the image. Image may not be used in re-releases, subsequent or collective editions without first obtaining additional use rights.

The Image(s) is/are strictly limited to the specific use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in our INVOICE/COPYRIGHT LICENSE. The terms specified on the INVOICE/COPYRIGHT LICENSE shall not be modified without the express written consent of Pacific Stock. Any attempted deviation from the terms of our INVOICE/COPYRIGHT LICENSE is a violation of this agreement and the copyright act and shall nullify Pacific Stock's indemnity obligations, and the representations and warranties made by Pacific Stock hereunder. Fees assessed for your use of the Image(s) depends on the nature of the rights granted. You shall not undertake any expanded use of the Image(s) without the prior approval of Pacific Stock and the payment of any additional use fees required by Pacific Stock for such expanded use. You shall promptly notify Pacific Stock of any expanded use of the Image(s) for which you have not received Pacific Stock's prior approval, and shall pay to Pacific Stock any additional Use Fee required by Pacific Stock for such expanded use.

Any rights we grant to you for image(s) from this web site are non-transferable. You may not re-sell, rent, loan, give, sublicense, or otherwise transfer to anyone the image(s) or the right to reproduce the image(s) (except insofar as it has been incorporated by you into one of the permitted uses outlined in the INVOICE/COPYRIGHT LICENSE) and nothing you produce shall grant or purport to grant to any third party a right to reproduce or duplicate the image(s). You agree to take all commercially reasonable steps to prevent third parties from reproducing, duplicating, or distributing the image(s).

2. Overdue Invoices

Your use of the image(s) is predicated on the payment in full for the use of the image(s). Should you use an image(s) and not make full payment, you are in violation of U.S. copyright law and subject to penalties. In such a case, Pacific Stock reserves the right, in its sole discretion, to revoke the license if payment is not made in full, and may use all legal means to collect damages. Unless you pay by Credit Card, all invoices are payable net thirty (30) days. A finance charge of 1.5% per month will be applied on any balances unpaid after thirty (30) days.

3. License Cancellation Fee

If Pacific Stock receives your request in writing to cancel the License within seven (7) days of the date of downloading or otherwise taking delivery of the Image(s), Pacific Stock may cancel this License Agreement and issue a credit to your account or credit card equal to one hundred percent (100%) of the License fee. No refunds or cancellations will be accepted after seven (7) days with the subsequent exception as mentioned in Section 7, “Warranty and Limitation of Liability”, Paragraph 2.

4. Additional Rights

If you are unsure of your usage rights under this agreement, or if you wish to use an image(s) in a manner not specified or permitted under this agreement, please contact Pacific Stock by telephone at 800-321-3239 or e-mail: pics@pacificstock.com.

5. Copyright

All images on this web site are copyrighted. Pacific Stock and its represented photographers, who shot the image(s), own all rights to the image(s). All rights not specifically granted to you by the INVOICE/COPYRIGHT LICENSE are reserved.   You agree to provide applicable copyright notice and/or protection of image(s)in your final product.

You do not acquire any right, title or interest in or to any image(s) by the download of an image(s) or by the granting of the license to reproduce an image(s). No copyright material shall be removed from any digital file.

6. Photo Credit & Samples

The following credit line must appear adjacent to any licensed image(s) utilized in an editorial manner: (Photographer’s name)/Pacific Stock.com

Unless otherwise agreed in writing, if any Licensed image(s) you reproduce for editorial purposes (i.e., for any non-promotional purpose) omits the credit line specified above, or any other credit line specified by Pacific Stock, the use fee will be doubled. You must register copyright in their name to afford protection to the photograph. Such copyright shall be immediately reassigned to Pacific Stock upon request, without charge. No photo credit is needed when used for advertising purposes. You agree to provide Pacific Stock with two copies of reproductions produced. It is agreed that Pacific Stock may use and publish the samples provided for its own self-promotion.

7. Warranty and Limitation of Liability

The representations and warranties of Pacific Stock made herein will have no force or effect if the licensed image(s) are used by you in any manner not specifically authorized in this agreement or you are otherwise in breach of this agreement.

Pacific Stock warrants to you that the digital or analog copy of the Licensed image(s) in the form downloaded by you or delivered by Pacific Stock by any means to you will be free from defects in material and workmanship (not including "artifacts" or other flaws inherent in prints of the particular vintage) for thirty (30) days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analog copy of the Licensed Material or refund of the License fee paid by you, at Pacific Stock's option.

Pacific Stock makes no representation of warranty, either express or implied, included but not limited to any implied warranties of merchantability, fitness for any particular purpose, non-infringement, quality of image, or compatibility with any computer hardware or other equipment, operating system or software program.

Without limiting the foregoing, Pacific Stock gives no rights or warranties with respect to the use of names, trademark, logo types, registered or copyrighted designs or works of art depicted in any picture, and the user must satisfy itself that all necessary rights, consents or permission as may be required for reproduction are secured.

Pacific Stock has identified the caption for each image to the best of its ability, but cannot be held responsible for erroneous or incomplete caption information. Pacific Stock makes no representation or warranties as to the accuracy of the content, or that the use of the site will be uninterrupted or error free. The use of this site is at your own risk.

You may have additional rights under some state laws.

Under no circumstances will Pacific Stock, its directors, officers, employees, partners or agents or the owner of the images be liable to you for any direct, incidental, consequential, indirect or punitive damages as a result of the use of this web site or from your access or use of the images on this web site.   In any event, the limit of liability of the copyright owner of the image and of Pacific Stock shall be the fee paid to Pacific Stock for the image(s).

All rights not specifically granted herein to you are reserved for Pacific Stock's use and disposition without any limitations whatsoever.

8. Indemnification

You agree to indemnify and to hold Pacific Stock, its officers, directors, employees, photographers and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney's fees and expenses) arising from any use or reproduction of the image(s) and/or use of this web site.

9. Condition of Licensed Image(s)

You are responsible for examining all licensed image(s) for possible defects prior to reproduction.  Pacific Stock shall not be liable for any loss or damage suffered by you or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed image(s) or its caption or in any way from its reproduction.

10. Releases

Images marked "MR" and/or "PR" are released. However, no model releases or other releases exist on any Images unless the existence of such release is specified in writing by Pacific Stock. Always double check with us. You shall indemnify Pacific Stock against all claims arising out of the use of any Images where the existence of such release has not been specified in writing by Pacific Stock. In any event, the limit of liability of Pacific Stock shall be the sum paid to it per the invoice for the use of the particular photograph involved. Pacific Stock does not purport to own the copyright to any historical images it provides and that the user is responsible for obtaining any necessary permissions.

11. Use of Images

No images from this web site may be used in connection with any potentially sensitive issue including, but not limited to sex, sexual preference, pornography, diseases of any kind, drug or alcohol abuse, domestic violence, mental or physical abuse, substance abuse, alcohol, tobacco products, pregnancy, birth control, physical or mental challenges, homelessness, political campaigns, plastic or cosmetic surgery or possible defamation or disparagement of character or product, without obtaining prior written consent from Pacific Stock.

You agree that you will not use the images for any unlawful purpose, or to defame any person, or to violate any person's right of privacy or publicity, or to infringe upon any trade name, trademark or service mark or any entity.

12. Electronic Delivery and Storage

For all licensed image(s) that you take delivery via download, you must provide the copyright symbol, our company name, Pacific Stock, and the Image Identification Number as part of the electronic file. In addition, you may only use a single copy of the image(s) on a single computer. You may only download the image(s) onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the image(s) for any purpose except as otherwise provided in this agreement and the Invoice/Copyright License.   Notwithstanding the foregoing, you shall be allowed to make one (1) backup copy for security reasons only. You may not use the image(s) on any image storage jukebox, network configuration or similar computer network arrangement.

Upon the expiration of the License or earlier termination of this agreement, any and all digital files which we supplied or you have created and stored in ANY format including but not limited to hard disk, tape, optical disk, CD-ROM, floppy disk or other media MUST BE DESTROYED from your computer or other electronic storage system. unless you plan to re-license use of the image, in which case you must notify us immediately for a fee reassessment.

Should Pacific Stock deliver to you digital files of our images, the delivery of those digital files is solely an accommodation to our clients. Pacific Stock does not warrant that the digital delivery will be on a timely basis, uninterrupted, error free or compatible with a client's particular system. Pacific Stock makes no warranty, either express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose. In no event shall Pacific Stock be liable for any direct, indirect, incidental, special or consequential damages arising out of or relating to the digital delivery of any image or otherwise.

13. Miscellaneous Terms

This agreement incorporates the entire understanding of the parties concerning the subject matter contained herein. No variation of any of the terms in this agreement shall be effective unless agreed to in writing by an authorized representative of Pacific Stock (Licensor) and you (Licensee).

No part of the content of Pacific Stock’s catalogs or other advertising materials shall form a part of this agreement. No action of Pacific Stock, other than an express written waiver, may be construed as a waiver of any term 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 a 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 those rights or remedies on any other occasion. Should any clause of this agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by you, the terms of this agreement shall govern.

The interpretation of this agreement shall be governed by the laws of the State of Hawaii, United States of America. Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Honolulu, Hawaii pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of Hawaii. If recipient of this contract is an agent for or an employee of a non-U.S. company but operates in a place of business in the United States or its territories, said recipient expressly agrees that any dispute regarding this contract shall be adjudicated within the United States in the manner described here. Copyright claims shall be brought in the Federal Court having jurisdiction. If Pacific Stock is caused to present claims or suit to you as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by recipient or user herein.

ROYALTY-FREE END USER LICENSE AGREEMENT
PLEASE READ the following Terms and Conditions prior to using any Pacific Stock royalty-free image(s). This End User License Agreement ("EULA") is a legal agreement made on the day of purchase between you or your company, firm or other organization ("you") and Pacific Stock, Inc ("PACIFIC STOCK"). By using any Pacific Stock Royalty-Free image(s) you consent to be bound by the terms of this EULA.

1. GRANT OF RIGHTS
PACIFIC STOCK grants to you a non-exclusive, non-sublicenseable and non-assignable right to use and reproduce the image(s) with an unlimited circulation/press run, an unlimited number of insertions, unlimited size or placement, worldwide and perpetually in any and all media solely subject to Prohibited Uses below and to the following ("Permitted Uses"):

• Advertising and promotional materials
• Broadcast and theatrical exhibitions
• Print publications and physical products
• Online and electronic publications up to a maximum resolution of 72dpi
• Personal and non-commercial use materials
and
• Any other uses approved in writing by Pacific Stock.

PACIFIC STOCK grants a ten (10) user single use, seat license for use of the images. Only a maximum of ten (10) users may access or use the image(s). You may store and distribute the image(s) to no more than ten (10) computers/workstations within your company for use by one (1) person at a time. Additional users or installation on more than ten (10) computers/workstations will require the purchase of multiple seat licenses.

PACIFIC STOCK grants Permitted Uses subject to the following ("Prohibited Uses"):

• You may NOT sublicense, sell, assign, distribute, convey or transfer PACIFIC STOCK image(s) or any of its rights under this EULA.
• You may NOT feature the image(s) in a manner that would allow any third party to download, extract or access the image(s) as a standalone file, whether online or not, including, without limitation, template works, software, services or products that are intended for reproduction by third parties on electronic or printed products, and online formats which enable it to be downloaded or distributed via mobile phone devices.
• You may NOT use or reproduce the image for wall décor prints or interior decoration of a corporate, retail, public or private environment. Please contact Pacific Stock for separate license and pricing.
• You may NOT incorporate the image(s) into a logo, trademark or service mark.
• You may NOT remove any forms of identification information, copyright, trademark or watermark invisibly embedded in the electronic files as is in the original image(s).
• If the image(s) are used for editorial purposes, you must include the following credit adjacent to the image: (C) Pacific Stock/[Add Photographer Name Here]
• If any image featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or (ii) if the depiction of the model in the image would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement indicating that the person is a model and the image is being used for illustrative purposes only.
• You may NOT reverse engineer, decompile, translate, or disassemble any part of the image(s).
• You may NOT use the image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, illegal, or other nature which could reasonably bring the photographer, PACIFIC STOCK, a person or property in the image to disrepute, whether by direct or in context or juxtaposition with other materials.
• You may NOT use the image(s) as part of any use involving sensitive subject matters, including, without limitation, sexual issues, sexual activity or sexual preferences, substance abuse, alcohol, tobacco, physical or mental ailments or abuse, or crime without advanced written consent from PACIFIC STOCK and any model in such image(s). Sensitive subject use pertains to both commercial and editorial uses. Model releases do not grant the right to use the image(s) in any sensitive subject matters.
• You must abide by any restriction on use notified to you by PACIFIC STOCK before or at the time of delivery of the image(s), either in the information accompanying the image(s), the invoice or otherwise.
• PACIFIC STOCK does not warrant the accuracy of the captioning, keywording, releases or any other information associated with the image(s). You should make sure that you examine the image(s) for possible defects (whether digital or otherwise) before sending the image(s) for reproduction.

2. COPYRIGHT
PACIFIC STOCK 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. No copyright ownership or copyright in any image shall pass to you by the issuance of the license contained in this EULA. Except as expressly stated in this EULA, PACIFIC STOCK grants you no right or license, express or implied, to the image(s). All other rights not expressly granted to you are reserved solely for PACIFIC STOCK.

3. WARRANTIES AND LIMITATIONS
PACIFIC STOCK warrants that:

• PACIFIC STOCK has all necessary rights and authority to enter into and perform this EULA
• The image(s) will be free from defects in material and workmanship for 30 days from the date of license
• The image(s) as provided hereunder, and used as permitted herein, will not infringe any copyright trademark, moral right, right of privacy or any other intellectual property right of any third party.

PACIFIC STOCK MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGE(S), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PACIFIC STOCK SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFIT OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGE(S), PACIFIC STOCK'S BREACH OF THIS EULA OR OTHERWISE, EVEN IF PACIFIC STOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT SHALL PACIFIC STOCK'S MAXIMUM 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 IMAGE(S) (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY PACIFIC STOCK FOR YOUR USE OF THE APPLICABLE IMAGE(S).

THE REPRESENTATIONS AND WARRANTIES MADE BY PACIFIC STOCK IN THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY PACIFIC STOCK AND WILL BE INVALID IF YOU USE THE IMAGE(S) IN ANY MANNER NOT SPECIFICALLY GRANTED IN THIS AGREEMENT OR IF YOU ARE OTHERWISE IN BREACH OF THIS AGREEMENT.

You warrant that:

• You are at least eighteen (18) years of age and have the full right and authority to enter into this EULA on behalf of you and/or your company, employer or principal
• You do not reside in any country to which export of US products is prohibited or restricted and you may not ship, transfer or export any of the images into any country or use any of the images in any manner prohibited by any laws, restrictions or regulations
• You will not use the image(s) in any way that is not permitted by this EULA.
• If you are acting as an agent, you must inform your client/principal of the terms of this EULA.

4. INDEMNIFICATION
You agree to indemnify and hold PACIFIC STOCK and anyone associated with PACIFIC STOCK, harmless against claims damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorized use of any image supplied to you by PACIFIC STOCK or any other breach by you of any of your obligations under this EULA. The foregoing states PACIFIC STOCK'S entire indemnification obligation under this agreement and your sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth above.

5. TERMINATION, CANCELLATION AND REVOCATION
The rights granted in this EULA will terminate automatically without notice from PACIFIC STOCK if you fail to comply with any provision of this EULA. Upon termination, you must immediately (i) stop using the image(s); (ii) destroy or, upon the request of PACIFIC STOCK, return the image(s) to PACIFIC STOCK; and (iii) delete or remove the image(s) from your premises, computer systems and storage (both physical and electronic). In the event of termination, all rights granted will immediately revert to PACIFIC STOCK.

In case of cancellation of your invoice and this EULA, you are eligible to receive a full refund provided that you have not used the image(s), return or destroy any image(s) or CDs, and submit a cancellation request in writing within seven (7) days of your invoice date. After seven (7) days, no cancellations will be accepted, no exceptions, no refunds made and you will be responsible for and must pay the full amount of the invoice. By requesting a cancellation and/or refund, you hereby represent and warrant that: (i) you have deleted or destroyed all downloaded image(s), (ii) that you have not, and will not use any image(s) from the invoice or virtual cd, and (iii) that a breach of the foregoing shall require you to immediately repay the entire proper license fee plus damages to PACIFIC STOCK.

PACIFIC STOCK reserves the right to revoke the rights granted in this EULA to use the image(s) for good cause and elect to replace such image(s) with alternative image(s). Upon notice of any revocation of rights granted for any particular image, you shall immediately cease using such image and shall where possible ensure that its clients and customers do likewise.

6. MISCELLANEOUS
No action of PACIFIC STOCK, other than express written, signed waiver may be construed as a waiver of any part of this EULA, and no employee of PACIFIC STOCK is authorized to make an oral waiver.

You may not assign or transfer to anyone else the rights granted to you in this EULA, without our prior written consent. PACIFIC STOCK may assign and transfer this EULA freely.

This EULA will be governed in all respects by the laws of the State of Hawaii, U.S.A., without reference to its laws relating to conflicts of law. Any claims shall be brought solely in the Federal District Court of the District of Hawaii and you expressly consent to the exclusive jurisdiction of the federal courts of the State of Hawaii, U.S.A. You consent to the service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.

© 2010 - Pacific Stock, Inc. All rights reserved. License Agreement