STOCK LICENSE AGREEMENT FOR ROYALTY-FREE AND RIGHTS-MANAGED IMAGES

This agreement covers both royalty-free images and rights-protected images. You are bound by this agreement for any images you purchase from DOIO as well as our TERMS AND CONDITIONS OF USE of this Website which you are bound to when entering our website. The universal terms below relate to both royalty-free and rights protected images. Specific terms relating to royalty-free or rights protected images are listed below these general terms under their appropriate headings.

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.

UNIVERSAL TERMS FOR BOTH RIGHTS-MANAGED AND ROYALTY-FREE IMAGES

This is a legal agreement between you and DOIO in regards to all images on its web site including rights-protected, royalty-free and art prints for home or office. Please read this agreement carefully before purchasing, downloading or using any of our image(s) from this website. Your right to reproduce an image(s) is subject to the terms, conditions and restrictions set forth in this agreement and is conditional upon full payment of the license fee prior to your reproduction of the image(s). By clicking agree, 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 therefore not download any image(s).

1. COPYRIGHT

All image(s) are copyrighted. DOIO and the photographers who shot the image(s) own all rights to the image(s). All rights not specifically granted to you by the use license/invoice are reserved.

2. OWNERSHIP

Ownership of the image(s) always remains with DOIO and/or the photographer who made the image(s). The recipient does not acquire any right, title or interest in or to any image(s) by downloading of an image(s) or by the granting of the license to reproduce an image(s). Full credit and copyright information must remain with the image(s) file.

3. NON-TRANSFERABLE

Any rights for image(s) from this site are non-transferable. You may not re-sell, rent, loan, give, sub-license, or otherwise transfer the image(s) to anyone 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 USE LICENSE/INVOICE) 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).

4. INDEMNIFICATION

You agree to indemnify DOIO and the photographers from all claims and/or any damages or liability of any kind arising from any reproduction or use of the image(s) or this website, including defamatory use. DOIO 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 client must satisfy himself that all necessary rights, consents or permissions as may be required for reproduction are secured. You agree that you will not use the image(s) 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.

5. DIGITAL FILES CREATED FROM OUR IMAGES

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 after your use of the image(s) is completed unless you plan to re-license the use of the image(s), in which case you must notify us for a fee reassessment. Should DOIO deliver to you digital files of our images, the delivery of those digital files is solely an accommodation to our clients. DOIO does not warrant that the digital delivery will be on a timely basis, uninterrupted, error free or compatible with a client's particular system. DOIO 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 DOIO 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.

6. RELEASES

You can assume that images marked "MR" &/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 DOIO. Always double check with us. The recipient shall indemnify DOIO against all claims arising out of the use of any images where the existence of such release has not been specified in writing by DOIO. In any event, the limit of liability of DOIO shall be the sum paid to it per the invoice for the use of a particular photograph involved. The user will indemnify DOIO from all claims for the use of the images, including defamatory use. DOIO 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 client must satisfy himself that all necessary rights, consents or permission as may be required for reproduction are secured. DOIO does not purport to own the copyright to any historical images it provides and that the user is responsible for obtaining any necessary permissions.

7. PHOTO CREDIT & SAMPLES

Images used editorially must bear a credit line which must follow this format: © YEAR POTOGRAPHER'S NAME/DIRECTONLINEIMAGEORDER.COM or in the case of royalty-free images simply "DIRECTONLINEIMAGEORDER.COM". Should you fail to show our copyright notice as outlined above, the use fee will be doubled. Recipients must register copyright in their name to afford protection to the photograph(s). Such copyright shall be immediately reassigned to DOIO upon request, without charge. No photo credit is needed when used for advertising purposes. The user agrees to provide DOIO with two copies of reproductions produced. It is agreed that DOIO may use and publish the samples provided for its own self-promotion.

8. PAYMENT

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 the copyright law and subject to penalties. In such a case, DOIO 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.

9. CANCELLATION POLICY

Once an image has been downloaded, uploaded by us or sent by us there are no refunds or cancellations. You authorize DOIO to charge you for the selection of image(s) and accept the terms stated within this License Agreement upon ordering the image(s).

10. ADDITIONAL RIGHTS

Additional rights may be available. If you are unsure of your rights under this agreement, or if you wish to use an image(s) in a manner not permitted under this agreement, please contact DOIO by telephone at +61 8 8332 3750, FAX +61 8 8332 3750 or email.

11. NO WARRANTY

DIGITAL FILES ARE PROVIDED "AS IS." DOIO MAKES NO REPRESENTATION OR 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, DOIO 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 THAT ALL NECESSARY RIGHTS, CONSENTS OR PERMISSION AS MAY BE REQUIRED FOR REPRODUCTION ARE SECURED. DOIO IDENTIFIED THE CAPTION FOR EACH IMAGE TO THE BEST OF ITS ABILITY, BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION.
DOIO MAKES NO REPRESENTATION OR WARRANTIES AS TO THE ACCURACY OF THE CONTENT, OR THAT THE USE OF THE SITE WILL BE UNITERRUPTED OR ERROR FREE. THE USE OF THIS SITE IS AT YOUR OWN RISK.
YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.

12. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL DOIO 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 SITE OR FROM YOUR ACCESS OR USE OF THE IMAGES ON THIS SITE. IN ANY EVENT, THE LIMIT OF LIABILITY OF THE COPYRIGHT OWNER OF THE IMAGE AND AGENT SHALL BE THE FEE PAID FOR THE IMAGE TO AGENT.

All rights not specifically granted herein to the user are reserved for DOIO's use and disposition without any limitations whatsoever.

13. GOVERNING LAW

The interpretation of this agreement shall be governed by the laws of the State of South Australia, Australia. 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 Adelaide, South Australia pursuant to the rules of the Australian Arbitration. Judgment upon the award rendered may be entered in the highest court, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of South Australia. If the recipient of this contract is an agent for or an employee of a non-Australian company but operates in a place of business in Australia and its states or territories, said recipient expressly agrees that any dispute regarding this contract shall be adjudicated within Australia in the manner described here. Copyright claims shall be brought in the Federal Court having jurisdiction. If DOIO 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 the recipient or user herein.

14. SPECIFIC RIGHTS RELATED TO DIRECT ONLINE IMAGE ORDER'S COLLECTION OF RIGHTS-MANAGED IMAGES USE OF IMAGES AND PAYMENT

All images submitted are copyrighted and you agree not to reproduce or use them 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. No rights are granted until payment is made to DOIO, 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 the copyright law. Should you fail to pay our invoice, we will contact your end client to notify them they are in violation of the copyright law and proceed with legal proceedings. In the event material from DOIO is published or used in any way without first obtaining a proper "INVOICE & COPYRIGHT LICENSE" for that use, DOIO may seek damages against you or the end user of the material. At its option DOIO 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. Images 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 DOIO. Any attempted deviation from the terms of our Use License/Invoice is a violation of this agreement and the copyright act and shall nullify DOIO's indemnity obligations, and the representations and warranties made by DOIO 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 DOIO and the payment of any additional use fees required by DOIO for such expanded use. You shall promptly notify DOIO of any expanded use of the image(s) for which you have not received DOIO's prior approval, and shall pay to DOIO any additional Use License/Invoice fee required by DOIO for such expanded use.

15. SPECIFIC RIGHTS FOR ROYALTY-FREE IMAGES

When you pay for a royalty-free image(s) you do not own the image(s). We are not outright selling these image(s). You are purchasing a set of broad rights to use these image(s).
Royalty-Free images are NOT protected in ANY form of rights-protection. Anyone, including your competitors, may be using the same photo you are at the same time. If you require any form of rights-protection you should use DOIO's collection of rights-protected images. With DOIO's collection of rights-protected images you can be informed of any current or past use of the image. You can also secure exclusive rights using our rights-protected images.

A) REPRODUCTION RIGHTS GRANTED. After you pay DOIO for the use of the royalty-free image(s) DOIO grants to you, or your employer if you are licensing on behalf of your employer, or your client, a non-exclusive, non-sub-licensable, non-transferable right to use the royalty-free image(s) for the following;

i. You may use the image(s) in any print or electronic advertising, editorial or corporate project. Projects such as; magazine and newspaper advertising, editorial books, catalogs, newsletters, brochures, reports, disposable packaging, book covers, textbooks, point of purchase, websites, broadcast media, personal use, comps, tests, and billboards on a worldwide basis in perpetuity.

ii: You may back up, copy, or archive the image(s) as is necessary for your own personal use, and only as is necessary for that use. Any copy or archive you make must include the image(s)'s copyright information.

iii: You may modify or alter the image(s) as is necessary for your use of it, as allowed for elsewhere in these terms and conditions, provided that the rights to any derivative work shall belong to DOIO. Such derivative work may be used only as permitted in accordance with these terms and conditions, and you hereby assign any and all copyrights with respect to such derivative work to DOIO, which assignment the parties hereby agree is valid under the copyright law. If requested by DOIO, you agree to execute a written assignment of any such copyrights with respect to such derivative work.

B) RIGHTS SPECIFICALLY NOT GRANTED TO YOU. You may not use any image(s) from the royalty-free collection for any of the following;

i: You may NOT use the image(s) in a downloadable database where you are giving permission to others or implying to others that they may use, download or copy the image(s).

ii: You may NOT use the image(s) in connection with any potentially sensitive issue including, but not limited to, sex, reproduction rights, physical or mental challenges, AIDS or substance abuse.

iii: You may NOT use the image(s) to directly or indirectly imply an endorsement or affiliation with individuals, products or entities that have not expressly authorized such usage.

iv: You may NOT use the image(s) in a way that may be considered defamatory, libelous, pornographic, obscene, immoral, fraudulent or to defame or disparage, directly or indirectly, any person, product or entity or any other unlawful use.

v: You may NOT sell, give or transfer the image(s) to a third party.

vi: You may NOT use the image(s) in any way to compete with DOIO or in any DOIO type endeavor.

This contract contains all the terms of the agreement between you and DOIO concerning transmission, delivery and licensing images, and no term or conditions may be added or deleted unless made in writing and signed by both of us. These terms and the terms of any subsequent invoice supersede any and all terms of the client's purchase order.

© DIRECT ONLINE IMAGE ORDER 2005. All rights reserved.  



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