WEBSITE TERMS AND CONDITIONS USE
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) AND DESIGN PICS INC., DBA AGSTOCK IMAGES, ("COMPANY," “we,” or “us”). BY ACCESSING THIS SITE OR BY DOWNLOADING ANY CONTENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
By using the website www.agstockimages.com (“Site”), you represent that you are over eighteen (18) and have the authority and right to agree to these terms. If you are accessing this Site on behalf of any entity, you further represent and warrant that you are authorized to accept these terms on such entity's behalf, and that such entity agrees to indemnify the Company for violations of these Site terms. The Company reserves the right to alter, modify, or update these terms of use at any time and you agree to be bound by such modifications, alterations or updates. This Agreement is in addition to any License Agreement you may enter into with the Company.
OWNERSHIP OF THIS SITE
This Site is owned and operated by the Company. All elements of the site, including the text, still images, moving images, graphics, illustrations, audio, multi-media, graphics, vectors, software, data, and the selection and arrangement of those elements (“Content”) and the general design are owned by the Company or its licensors and are protected by copyright, trademark, trade dress, moral rights and other US and international laws or treaties relating to intellectual property.
TRADEMARKS
You may not use the Company’s trademarks or trade names, including “AgStock Images,” without Company’s prior written consent. In addition, the look and feel of the Site, including all elements of the design, is the service mark, trademark and/or trade dress of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by the Company.
USE OF THIS SITE AND CONTENTS; REVOCATION
This Site and its contents are intended for use by the Company’s customers. You may not use the Site for any purpose unrelated to your business with the Company. Unless you are a registered user, you may only browse the Site and download watermarked images solely for Comp Use. In using the Site and the Content, you represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside. The Company reserves the right, in its sole discretion, to revoke your authorization to view, download, and use the Content and information available on the Site at any time and for any reason, with or without notice to you of such revocation, and you agree to immediately discontinue such use upon notice from the Company. The Company may also restrict or remove Content from the Site for any reason, and you agree to immediately discontinue all use of the Content upon notification from the Company. Registered Users may be granted permissions to download high resolution files for the purposes of evaluation, and such use shall also be limited to Comp Use and the limitations of the Comp Use License as described below.
LIMITED COMP USE LICENSE
Provided you comply with the terms of this Agreement, the Company grants you a limited, non-transferable, nonexclusive license to download selected Content onto your computer hard drive and to use the Content and any derivative works or copies (collectively, the "Content(s)") for internal evaluation purposes (“Comp Use”) solely to determine if you wish to request a non-comp use license. The Comp Use License automatically expires after sixty (60) days and the Company reserves the right to terminate the Comp Use License at any time. The Company does not warrant that Content used for Comp Use may be available for licensing for your intended purpose. Other than the Comp Use, the Content may not be used in any way, until an invoice granting usage rights is paid in full. Upon termination, you and your employer must immediately stop using the Content, delete the Content and all copies from all magnetic media, and destroy all other copies.
PASSWORD PROTECTION AND SECURITY
This Site is password protected. Only registered users who have received an authorized password from the Company and who are using their own unique password are permitted to access this Site. A condition of accessing the Site is that you shall not divulge, upload, rent, sell, loan, or exchange your password with any other person regardless of whether such person is another employee or subcontractor engaged by you, your employer or otherwise. If you become aware of any loss, theft, or misuse of your password, you must inform us in writing immediately, otherwise you may be liable for any loss or damage arising from such misuse. We reserve the right to terminate your access in the event of any misuse of your password.
PROHIBITED USE OF SITE AND CONTENT
The following uses are prohibited:
- Remove, alter, or change any copyright information or other notices or metadata associated with the Content
- Download, copy, or re-transmit any or all of the Site or the Content without, or in violation of, a written license or agreement with the Company;
- Use any data mining, robots or similar data gathering or extraction technology or algorithms to crawl, scrape or monitor the Site or seek information on Site Visitor’s or the Company’s customers;
- Manipulate or otherwise display the Site or the Content by using framing or similar navigational technology;
- Reverse engineer or circumvent any Site restrictions or measures to limit access to the Site
- Register or attempt to register for any products or services offered by the Company if you are not authorized by the party to do so;
- Disclose, sell or trade any password to restricted areas of the Sites or allow any third party to have access to your password;
- Interfere in any manner, whether technological or otherwise with the function of the Site and/or services offered by the Company;
- Exploit or commercialize the Site or the Contents without the specific written authorization of the Company; or
- Use the Site and its Contents other than for the intended purpose.
PRIVACY POLICY
The Company respects your privacy. Please refer to the Company’s Privacy Policy for the specific terms.
LINKS TO THIRD PARTY SITES
The linked sites are not under the Company’s control and it is not responsible for the Content of any linked site or any link contained in a linked site, or any changes or updates to such sites. The Company is not responsible for webcasting or any other form of transmission received from any linked site. You acknowledge that the Company provides the links to you only as a convenience and it is not endorsing the linked sites, their use or Content.
INDEMNITY
You agree to indemnify and hold the Company, and the copyright holder, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, arising out of or related to the use of Content, any breach of this Site agreement, or your violation of any rights of another.
GENERAL DISCLAIMERS
THIS SITE AND THE CONTENT ARE PROVIDED "AS IS" AND COMPANY EXCLUDES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR THE CONTENT, OR THE UNAVAILABILITY OF THE SITE OR CONTENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT COMPANY, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION DUE TO YOUR USE OF THIS SITE OR THE COMPANY CONTENT. WE MAKE NO WARRANTY THAT THE SITE OR THE CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION, IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING -WITHOUT LIMITATION- ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM THE COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE COMPANY'S RECORDS, CONTENT, PROGRAMS, OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO THE COMPANY FOR ACCESS OR USE OF THE SITE.
THE COMPANY 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 CONTENT, AND THE LICENSEE MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSION AS MAY BE REQUIRED FOR REPRODUCTION ARE SECURED. THE COMPANY IDENTIFIED THE CAPTION FOR THE CONTENT TO THE BEST OF ITS ABILITY, BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION. THE COMPANY IS NOT RESPONSIBLE AND DISCLAIMS ALL LIABILITY FOR ANY MISUSE OF THE CONTENT BY THIRD PARTIES.
UNAUTHORIZED USE FEE
Any use of Content in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling the Company to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition, and without prejudice to the Company’s other remedies under this Agreement, the Company reserves the right to charge and the Licensee agrees to pay a fee equal to five (5) times the Company's normal license fee for use of the Content.
MISCELLANEOUS
Jurisdiction and Attorney’s Fees: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 governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without reference to its principles of conflicts of laws. Any action arising out of or relating to this Terms Of Use Agreement shall be filed only in the provincial and federal courts of the Province of Alberta, Canada, and you hereby consent and submit to the exclusive jurisdiction of such courts for the purpose of litigating any such action. If the Company is caused to present claims or suit as a result of any breach by you of the Terms of Use, you shall indemnify and make the Company whole for all reasonable legal fees or costs sustained in relation thereto. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
No Assignment: This Agreement is not assignable or transferable on the part of the Licensee.
No Waiver: No action of the Company, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of the Company in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. 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.
Entire Agreement: This Agreement and the Invoice contains all the terms of the agreement between the Company and Licensee and no term or conditions may be added or deleted unless made in writing and signed by both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by the Licensee, the terms of this Agreement shall govern.