Your access to and use of photos and other content made available for download (the “Content”) on www.stockthatrocks.co (the “Site”) is subject to the following terms and conditions of this License Agreement and any and all applicable laws and regulations (collectively, “License Agreement”).
References to “you” or “your” shall apply to you individually and “we” and “our” shall apply to Auden & Company LLC. d/b/a/ Creatively Stocked (CS*).
GRANT OF RIGHTS
Standard License. With a “Standard License”, Creatively Stocked grants you a non-exclusive, perpetual, non-transferable and non-sublicensable license to copy, reproduce, modify, edit, display, publish, or otherwise make use of the Content. With a Standard License, the following terms apply:
The Content may printed in tangible form for editorial, advertising and promotional purposes, provided that no item of the Content may be reproduced more than 250,000 times in the aggregate.
The Content may be used as a digital reproduction, including in online, electronic and mobile publications, “apps”, websites, software, e-publications, email marketing and other online media.
The Content may only be accessed and used by the one purchased user.
For NON commercial use (not for RESALE, download, distribution, or any commercial use of any kind)
Extended License. With an “Extended License”, Creatively Stocked grants you the rights granted in the Standard License, plus the following rights:
The Content may be printed in physical form as part of product packaging and labeling, letterhead, and business cards, point of sale advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 500,000 times in the aggregate
The Content may be incorporated into film, video, television series, advertisement, or other audio visual productions for distribution in any medium now known or hereafter devised, without regard to audience size, provided the budget for any such production does not exceed USD $10,000
Exclusive License. With an “Exclusive License”, Creatively Stocked grants you the rights granted in the Standard License, plus the following rights:
You will have an exclusive, perpetual, non-transferable and non-sublicensable license to the Content selected.
Just For You License: Allows for exclusive use of the Content for an extended period of time [6 Months] this period starts from the purchase date and ends after [6 Months] in which if the client wants to extended this license, they will be required to renew by the During “Just For You”, Stock That Rocks will not license the content to any other client.
Agency License. With an “Agency License”, Creatively Stocked grants you the rights granted in the Exclusive License, plus the following rights:
You may sublicense the Content to one or more of your clients subject to the terms and conditions of this License Agreement.
You must disclose to Creatively Stocked the name, contact information and any other information of each of your clients using the Content as requested by Creatively Stocked.
You are directly liable to Creatively Stocked for all uses of the Content, regardless of whether the use is by you or your client.
You are responsible for informing your clients of the terms and conditions related to use of the Content.
RESTRICTIONS ON USE
You may NOT sell, sublicense, transfer, share or use the Content except as permitted by this License Agreement.
You may NOT use the Content in an unflattering, embarrassing, immoral, political, pornographic, defamatory, fraudulent, obscene or otherwise illegal manner, including but not limited to infringing any third party intellectual property or privacy rights.
You may NOT use the Content in a manner promoting violence, discrimination, or illegal activity.
You may NOT use Content featuring models in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or that would be unflattering or unduly controversial to a reasonable person.
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 end use).
You may NOT use Content as part of a trademark, design mark, trade name, business name, service mark, or logo.
You may NOT falsely represent that you are the original creator of a work that is made up largely of Content.
You may NOT use Content in connection with any goods or services intended for resale or distribution where the primary value lies in the Content itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters, mobile applications or other items for resale, license or other distribution for profit. This includes “on demand” products in which Content is selected by a third party for customization on such product on a made-to-order basis.
You may NOT use Content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).
You may NOT take any action in connection with the Content that violates any applicable law, statute or regulation.
You may NOT use the Content in any way that suggests that Creatively Stocked or any individual in the Content endorses or recommends any product, services, brand, company, idea, site or service.
REPRESENTATIONS AND WARRANTIES.
You represent and warrant to Creatively Stocked that:
(a) you have the full legal right and authority to enter into this License Agreement and, if applicable, bind your employer or clients to it; and (b) you will use the Content in accordance with the terms of this License Agreement and only for your own interest or the interest of your employer or clients, as applicable.
REMOVAL OF CONTENT
Creatively Stocked reserves the right to demand that you cease any use of Content that violates this License Agreement. In addition, upon notice from Creatively Stocked, or upon your knowledge that any Content may be subject to a claim of infringement of a third party’s right for which Creatively Stocked may be liable, Creatively Stocked may require you to immediately, and at your own expense: cease using the Content, delete or destroy any copies of the Content; and ensure that your clients, distributors and/or employer do the same. In such event, Creatively Stocked will provide you with replacement Content (determined by Creatively Stocked in its reasonable commercial judgment) free of charge, subject to the other terms of this License Agreement. Creatively Stocked may discontinue licensing any item of Content at any time in its sole discretion.
Only you may access and use the Content through your account.
You will be responsible for tracking all activity on your account, and you agree to: (a) maintain the security of all passwords and usernames; (b) notify Creatively Stocked immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under your account. Creatively Stocked reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Creatively Stocked determines that you are in breach, it may suspend access to your account and seek further legal remedies.
OWNERSHIP AND ATTRIBUTION
Creatively Stocked owns the Content. All rights not expressly granted in this License Agreement are reserved by Creatively Stocked. You do not need to include a photo credit for editorial use, but if you are using Content for commercial purposes, you must include the following credit adjacent to the Content: “©  Creatively Stocked”.
Creatively Stocked may terminate this License Agreement at any time if you fail to comply with any of the terms. Upon termination of this License Agreement for any reason, in addition to any legal remedies available to Creatively Stocked, you must immediately cease using the Content, delete or destroy any copies of the Content; and, if requested, confirm to Creatively Stocked in writing that you have complied with these requirements.
PAYMENTS AND REFUNDS
You agree to make all payments as and when due to Creatively Stocked as agreed at the time of purchase. Failure to make payment as and when due shall be a material breach of this License Agreement. Creatively Stocked shall not be obligated to issue any refunds except as required by law. Refunds cannot be issued for your technical problems, including browser, compatibility, or connectivity issues.
DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY
THE CONTENT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF RELIABILITY, ACCURACY, TITLE OR INFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. CREATIVELY STOCKED AND ITS AFFILIATES AND EACH OF THEIR PARENTS, SUBSIDIARIES, PARTNERS, MEMBERS, MANAGERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS (COLLECTIVELY “CREATIVELY STOCKED PARTIES”) DO NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE WILL BE UNINTERRUPTED OR ERROR FREE. THE STR PARTIES WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS LICENSE AGREEMENT, EVEN IF THE STR PARTIES 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. THE STRPARTIES TOTAL LIABILITY FOR DAMAGES HEREUNDER WILL NOT EXCEED THE AMOUNT PAID TO CREATIVELY STOCKED BY YOU UNDER THIS LICENSE AGREEMENT.
CREATIVELY STOCKED SHALL NOT BE LIABLE FOR ANY CLAIMS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) IN CONNECTION WITH MODIFICATIONS MADE TO THE CONTENT OR YOUR USE OF THE CONTENT.
You hereby agree to indemnify and hold harmless the Creatively Stocked Parties and their Content suppliers from any and all claims, losses, damages, liabilities, judgments, costs and expenses (including attorneys’ fees) arising from or in connection with any breach of your representations, warranties or agreements under this License Agreement, and from any and all use of the Content, including, without limitation, any claims resulting from modification of the Content, use of the Content with other works and the context of use of the Content.
Assignment. This License Agreement shall inure to the benefit of Creatively Stocked and its successors and assigns. Nothing in this License Agreement is intended to or shall confer upon any third party any right, remedy, obligation or liability. Creatively Stocked shall have the right, in its sole discretion, to assign, transfer or delegate any or all of its rights or obligations under this License Agreement. You shall have no right to assign, transfer or delegate any or all of your rights or obligations under this License Agreement.
Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to Creatively Stocked sample copies of projects or end uses that contain Content, including by providing Creatively Stocked with free of charge access to any pay-walled or otherwise restricted access website or platform where Content is used or reproduced. In addition, upon reasonable notice, Creatively Stocked may, at its discretion, either through its own employees or through a third party, audit your records related to this License Agreement and your use of Content in order to verify compliance with the terms of this License Agreement. Where Creatively Stocked reasonably believes that Content is being used outside of the scope of the license granted under this License Agreement, you agree, at Creatively Stocked request, to provide a certificate of compliance signed by you or an officer of your company, in a form to be approved by Creatively Stocked.
Electronic storage. You agree to retain the copyright symbol, the name of Creatively Stocked, and any other information that may be embedded in the electronic file containing the original Content, and to maintain appropriate security to protect the Content from unauthorized use by third parties. You may make one copy of the Content for backup purposes.
Governing Law/Arbitration. This License Agreement will be construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles. Any and all disputes between the parties arising from or related to this License Agreement will be heard and determined by binding, non-appealable arbitration before a single arbitrator, and judgment upon the award(s) rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall be named by the American Arbitration Association (“AAA”). Arbitration proceedings will be held in Cleveland, Ohio under the Rules of Commercial Arbitration and under the institutional supervision of the AAA, and the parties irrevocably submit to the jurisdiction of the Federal and State courts located in Ohio incident to any such arbitral proceeding. Witnesses and parties residing outside of the State of Ohio may testify telephonically or via such other audio/visual means as the arbitrator approves.
Relationship of the Parties. The relationship between you and Creatively Stocked under this License Agreement is that of independent contractors, and nothing herein will establish a joint venture, partnership or employer and employee relationship. Neither party shall have the authority to act for or bind the other.
Waiver. No action or non-action of Creatively Stocked to exercise any right, power or privilege under this License Agreement shall be construed as a waiver or amendment here of, nor shall it preclude any further exercise of any right, power or privilege.
Interpretation. Whenever the context so requires, the singular shall include the plural, and vice versa, and the masculine, feminine and neutral genders shall include each other. This License Agreement shall be construed in accordance with its fair meaning, and not in favor of either party. The unenforceability of any provision of this License Agreement shall not affect the validity or enforceability of any other provision. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.
Severability. If one or more of the provisions in this License 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.
Entire Agreement. No terms of conditions of this License Agreement may be added or deleted unless made in writing and accepted in writing by Creatively Stocked. Creatively Stocked reserves the right to modify this License Agreement from time to time, with or without notice to you.
Notice. All notices required to be sent to Creatively Stocked under this agreement should be sent via email to firstname.lastname@example.org. All notices to you will be sent via email to the email identified in your account.
Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content.