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License agreement

LICENSE AGREEMENT

We ask you to read this License Agreement (the "Agreement") thoroughly. When we use “We”, “Us”, “Our”, “Eterstock” in the text of this Policy we mean ELI Global Ltd, a company registered in the United Kingdom at 85 Great Portland Street, First Floor, London, United Kingdom, W1W 7LT, registration number 12586107, which is the developer and the owner of the products and services offered on the Eterstock’s official website, located at https://eterstock.com/ (the “Website”).

The following Agreement is a legal agreement between you as a client whether in your natural person capacity (“the Client” or “you” as the context require), on the one part and Eterstock (as such term is defined in Terms and Conditions of Use) and sets forth the rights and obligations with respect to any Content licensed by you.

Please revisit this Agreement when you purchase any Content licenses. Eterstock reserves the right to modify the Agreement at any time in its sole discretion. Prior to such changes becoming effective, Eterstock will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your Eterstock account, an announcement on this page, your login page, and/or by other means. Modifications to this Agreement will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound to the Agreement as modified.

THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE CONTENT. NO OTHER PERSONS (INCLUDING EMPLOYEES, CO-WORKERS OR INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE CONTENT LICENSED THROUGH YOUR ACCOUNT.

VISUAL CONTENT LICENSES

Eterstock hereby grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:

IMAGE LICENSE grants you the right to use Images:

  1. As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc.);
  2. Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 500,000 times in the aggregate.
  3. For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind)

In terms of Image License Eterstock provides following image plans:
1) One click single purchase. Allows you to download 1 Image;
2) One click package purchase. Allows you to download 3, 6 or 10 Images;
3) Monthly subscription. Gives you a right to download 10, 30 or 70 Images during 1 month;
4) Yearly subscription. Gives you a right to download 10, 30 or 70 Images per month during a year.

Prices for above mentioned plans can be found on our Website, services provided by Eterstock are available only after successful payment for relevant service.
If you will need to change your current plan, please contact our support team at [email protected].

RESTRICTIONS ON USE OF VISUAL CONTENT

YOU MAY NOT:

  1. Use Visual Content other than as expressly provided by the license you purchased with respect to such Visual Content.
  2. Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
  3. Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of content through which third parties may search and select from such content.
  4. Use Visual Content in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
  5. Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
  6. Falsely represent, expressly or by way of reasonable implication, that any Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content.

WARRANTIES AND REPRESENTATIONS

Eterstock warrants and represents that:

  1. Eterstock's contributors have granted Eterstock all necessary rights in and to the Content to grant the rights set forth in this Agreement as applicable.
  2. Images in its original unaltered form and used in full compliance with this Agreement and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any UK law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.

While Eterstock makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, Eterstock MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY KEYWORD, TITLES OR DESCRIPTIONS. For the sake of clarity, Eterstock will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions. Eterstock MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.

INDEMNIFICATION AND LIABILITY

Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Eterstock, Eterstock will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Client’s direct damages arising from a third-party claim directly attributable to Eterstock’s breach of the express warranties and representations made in this Agreement, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Eterstock, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Eterstock at [email protected]. Eterstock shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Eterstock in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Eterstock is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Eterstock having a reasonable opportunity to analyze such claim’s validity.

Eterstock shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.

Limits of Liability: Eterstock’s total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of Customer’s:

  1. One click single purchase shall be USD $10,000.
  2. One click package purchase shall be USD $30,000.
  3. Monthly subscription shall be USD $50,000.
  4. Yearly subscription shall be USD $80,000.

You will indemnify and hold Eterstock, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by this Agreement. You further agree to indemnify Eterstock for all costs and expenses that Eterstock incurs in the event that you breach any of the terms of this or any other agreement with Eterstock.

ADDITIONAL TERMS

Following the expiration of your subscription plan, such plan will automatically renew on the same terms as your original plan purchase. You can disable automatic renewal at any time prior to renewal by contacting us at [email protected]. You expressly grant Eterstock the right to charge you for each automatic renewal until you timely disable automatic renewal.

The fees charged by Eterstock are exclusive of taxes, and all such taxes, direct or indirect, shall be in addition to any fees related to the products you are buying. If Eterstock is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where Eterstock or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.

"Non-transferable" as used herein means that except as specifically provided in this Agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify Eterstock of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please contact us at [email protected].

Upon notice from Eterstock or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Eterstock may be liable, or if Eterstock removes any Content due to perceived business risk as determined in Eterstock's reasonable discretion and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. Eterstock shall provide you with comparable Content (which comparability will be determined by Eterstock in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this Agreement.

If you use any Content as part of work product created for or delivered to a client, you will disclose the identities of such clients to Eterstock, upon Eterstock’s reasonable request.

Arbitration.

  1. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of London Court of International Arbitration in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the city of London. The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack) (iii) any claim arising solely from Customer’s alleged failure to pay fees due to Eterstock. This arbitration provision will survive termination of this Agreement.
  2. YOU AND ETERSTOCK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Eterstock agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and Eterstock acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this Agreement.


Neither party may assign this agreement, without the prior written approval of the other party, except that Eterstock may assign this agreement to a subsidiary, an affiliated company within the Eterstock group, the entity that results from a merger or other corporate reorganization involving Eterstock, or an entity that acquires all or substantially all of Eterstock’s assets or capital stock.

This Agreement shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This Agreement is governed by and shall be construed in accordance with the laws of the United Kingdom.

If you are entering into this Agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Eterstock for any breaches of the terms of this Agreement. You hereby grant Eterstock a worldwide, non-exclusive, limited license to use your trademarks in Eterstock's promotional materials, including a public customer list. Eterstock's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Eterstock and shall at all times inure to your benefit. Eterstock further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Eterstock of your email request to [email protected].

The number of Content downloads available to you is determined by the product you purchase. For the purposes of this Agreement, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (i) the same date as your purchase in the following month or (ii) the last day of the following month. By way of example, if you purchase a monthly subscription on March 5, it will renew on April 5. If you purchase a monthly subscription on August 31, your subscription will renew on September 30.

If any individual term of this Agreement is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this Agreement, so that this Agreement shall otherwise remain in full force and effect.

You expressly agree that any feedback provided to you by Eterstock or its representatives regarding any questions you may have about this Agreement or your use of Content licensed hereunder, is solely for the purpose of interpreting this Agreement and is not legal advice. Eterstock cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by Eterstock or its representatives.

It is expressly understood and agreed that this Agreement is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this Agreement as to third parties.

In the event that you breach any of the terms of this or any other agreement with Eterstock, Eterstock shall have the right to terminate your account without further notice, in addition to Eterstock's other rights at law and/or equity. Eterstock shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.

Except as expressly set forth in the applicable license and warranties sections herein, Eterstock grants no rights and makes no further warranties. Eterstock only has model or property releases where expressly indicated on the Eterstock website.

Eterstock's liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time you know or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.

Except as specifically provided in this Agreement, in no event, will Eterstock's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Eterstock websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Eterstock from you for the applicable Content license.

Neither Eterstock nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, Eterstock's breach of this agreement, or otherwise, unless expressly provided for herein, even if Eterstock has been advised of the possibility of such damages, costs or losses.

Except as expressly set forth in this Agreement, all Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.

Eterstock does not warrant that the Content, Eterstock Website, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.