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Exploitz.com Stock Photo Licensing
 Prices and Payment - Photo Format - Terms
Guideline of terms for Exploitz.com Photo Licensing:
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This is a general guideline of terms for Exploitz.com photo licensing.
Actual terms for your order will be sent along with your order invoice.
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Chris St. John/Exploitz.com
Image Licensing Terms and Conditions
This document together with any Invoice (as defined) provided now or hereafter (collectively, the "Agreement") govern your rights and obligations concerning delivered Image(s).
1. Definitions. "You" means the Client. "Image" means any image and associated material provided by Chris St. John. "Digital Image" means any Image provided in digital format. "Invoice" means a physical or electronic invoice that grants usage rights for a stated fee to an Image identified by Image Number and/or thumbnail/image page url listed. If rights are granted based on non-commercial education use then a separate invoice may or may not be issued. If not issued then the non-commercial use permission email sent to the Client will act as invoice for the purposes of these terms.
2. Grant. Upon issuance of an Invoice, Chris St. John will grant you a non-transferable license (a "License") strictly limited to the Invoice's express terms and conditioned upon: a) your acceptance of all the terms of the Agreement; b) your obtaining all necessary releases and permissions; and c) your timely payment of all fees. No License shall be granted, and any previously granted License terminated, upon your failure to agree to, or your breach of, any terms of the Agreement. Chris St. John reserves all rights not expressly granted.
3. Restrictions on Use. Unless stated in writing, Images are licensed with no rights protection on a non-exclusive basis. Usage is strictly limited to the restrictions specified on the Invoice. Except as permitted in writing, you may not license, sublicense or transfer any right to any Image.
4. Ownership. The Images are the property of Chris St. John and/or its suppliers. You shall not acquire any right, title or interest to any Image, CD or portion thereof, except as expressly granted in writing.
5. Indemnification. You may not use any Image in any manner, or in connection with any material, that is unlawful, defamatory, obscene, pornographic or that infringes any trade or service marks, rights of privacy or publicity, or other rights of third parties. You will indemnify, defend and hold harmless Chris St. John, its affiliates, suppliers, and their agents (collectively, "Affiliates") against all claims, liabilities, damages, costs and expenses, including reasonable legal fees, arising from or relating to: a) any breach by you of the Agreement; b) any alteration or unauthorized use by you of any Image; c) any claim of infringement of a third partyıs right to privacy or publicity, where i) Chris St. John has not expressly asserted in writing the existence of a release; or ii) your use exceeds the use permitted by any existing release.
6. LIMITATION OF LIABILITY. NEITHER Chris St. John NOR ITS AFFILIATES SHALL BE LIABLE FOR:
A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE USE OR LICENSE OF ANY IMAGE, EVEN IF Chris St. John OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; IN NO EVENT SHALL Chris St. John OR ITS AFFILIATES LIABILITY FOR ANY CLAIM WHATSOEVER EXCEED THE SUM PAID BY YOU TO Chris St. John FOR THE USE OF THE RESPECTIVE IMAGE. Some disclaimers and Limitations of liability might not apply to you to the extent they are not permitted by local law.
7. Condition of Images. You agree to carefully examine each Image or scan for physical defects before use or reproduction. NEITHER Chris St. John NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY LOSS OR DAMAGE TO YOU OR ANY THIRD PARTY ARISING FROM ANY PHYSICAL DEFECT IN ANY IMAGE, CAPTION OR SCAN IN CONNECTION WITH USE OR REPRODUCTION.
8. Miscellaneous. Chris St. John may upon reasonable notice inspect your records to ensure compliance hereof. The Agreement inures to the benefit of and is binding upon the parties and their heirs, successors, assigns, and representatives. No failure of a party to exercise or enforce rights hereunder will act as a waiver of those rights. The Agreement contains all the terms of the agreement between the parties concerning its subject matter, and it supersedes any prior agreement. The Agreement may only be modified, or any rights under it waived, by a writing executed by the party against whom such modification or waiver is asserted. The Agreement shall be governed by California law without regard to choice of law principles. The parties consent to the exclusive jurisdiction of the courts located within San Diego County to resolve any disputes arising hereunder. You shall be responsible for Chris St. John reasonable attorney's fees, witness fees, and other costs arising from your breach of the Agreement. Any invalidity or unenforceability of any provision hereof shall not modify or affect any other term or provision. Headings are for convenience only and shall not be used to construe the Agreement. You may not assign the Agreement or transfer any right to use an Image. Time is of the essence in the performance of your obligations under the Agreement.
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