Last Updated: October 1, 2015
Terms Of Service
Royalty Free Licensing Agreement
This License Agreement sets forth the terms and conditions between you or the employer or other entity on whose behalf you are entering into this Agreement (‘Agreement’), as licensee (‘Licensee’, ‘you’) and Prestige Stock (“Prestige Stock”) as licensor. Your acceptance of this Agreement forms a binding agreement between You and Prestige Stock. Please read this Agreement carefully before You download any Stock Files, video clips, and photographs (“Stock Files”). By downloading any Stock Files you agree to be bound by the terms of this Agreement, the Prestige Stock Privacy Statement and Prestige Stock’s Website Terms and Conditions.
- Ownership of Stock Files. All Stock Files on the Prestige Stock Website are protected by United States copyright law and international copyright treaties. Prestige Stock and/or its Contributors own or control all rights, including the copyrights in and to the Stock Files. Prestige Stock and/or its Contributors reserve all rights in and to the Stock Files not expressly granted to You in this Agreement. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this agreement.
- Royalty Free License. This is a license, not a sale. Prestige Stock continues to own all Stock Files. Subject to the terms of this License Agreement Prestige Stock hereby grants Licensee a non-transferable, non-exclusive, perpetual, worldwide right to use, reproduce, transmit and display, in whole or in part, and right to create derivative works with respect to the Stock Files identified on Prestige Stock’s Invoice, an unlimited number of times, in any and all media, for all uses other than the restricted uses in Section 5 described below. Anything you produce using the Stock Files must be for your own use, or for the use of your employer, client or customer, who must be the end-user of your work. An unlimited number of persons or users may use the Stock Files within your organization or company, provided all such users are either employees or agree in writing to be bound by this Agreement, and that you remain liable for all use by such additional users. Licensee may alter, crop, modify or adapt the Stock Files. Licensee may make a back-up copy of the Stock Files for internal back-up purposes provided Prestige Stock copyright and any Stock File has identifying information embedded with the digital file is retained with the file to connect it to Prestige Stock ownership. Limited, temporary transfers of the Stock Files are permitted to third parties integral to the creation of the final or derivative product, provided such third parties agree to abide by the terms of this Agreement.
- Exclusivity, Resale, and Additional Licenses. You may request that a continuation of licensing of a Stock File be removed from the Marketplace for a limited period of time or permanently for an additional license fee by contacting Prestige Stock at Prestigestock@gmail.com. Not all Stock Files may be available to be removed from the marketplace and past licensees granted will retain the right to continue to use the stock file. If you want to incorporate a stock file to resale or distribute incorporate the Stock Files into print or electronic products for resale or distribution, including, without limitation to, templates, on demand products, screen-savers or wallpaper for mobile devices, website designs, presentation templates, electronic greeting cards, print greeting cards, business cards, t-shirts or other clothing or accessories, bags, mugs, magnets, calendars, posters or any other electronic or printed matter, you can acquire these rights for additional license fees. If you require more rights, contact Prestige Stock at firstname.lastname@example.org to discuss.
- Marketing and Promotion. By using any Stock File, You grant Prestige Stock the right to display or reference Your derivative work using or incorporating such Stock File, in any reasonable marketing, educational, and/or promotional purpose as an example of customer usage.
- Restrictions on Use. Except as provided with written consent, Licensee may not:
- Sell, sublicense, assign, convey, transfer or distribute any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Stock Files.
- Sell, license or distribute its final product in any way that permits Your end users to extract or access the Stock Files as a stand-alone unmodified file.
- Without prior written consent of Prestige Stock and the payment of additional license fees: include the Stock Files in an electronic template intended to be used by third parties on electronic or printed products, or where the purpose is to create multiple impressions or an “on-demand” product, whether online or not, including but not limited to templates, backgrounds in video editing applications, electronic greeting cards, screensavers or wallpaper for mobile devices or any other electronic or printed matter, without obtaining a license for such purposes. To avoid confusion, a Stock File can be used for resale and distribution of a derivative work where the Stock File is not provided by itself and is not the stand-alone work for resale, this may include printing of product packaging.
- Incorporate the Stock File into a logo, trademark or service mark.
- Use any Stock File in a pornographic, defamatory, libellous, or otherwise illegal manner, whether directly or in context or juxtaposition with other subject matter and materials.
- Use Stock File marked as “Editorial Use Only” for commercial purposes.
- Distribute, post, or upload the Stock File online in a downloadable format. The Stock File may not, in whole or in part, be included in any other clip media/stock product, library, collection, or set of clips for distribution or resale.
- Falsely represent, expressly or impliedly, that you are the original creator of a Stock File that derives a substantial part of its artistic components from the Stock File.
- Use any of the Stock Files in any manner prohibited by any export laws, restrictions or regulations.
- Without prior written consent of Prestige Stock and the payment of an additional license fees, upload Stock Files as an unmodified standalone file to file-sharing websites or social networking websites such as YouTube, Facebook, Twitter, or other third party website that claims to acquire rights in the Stock Files contrary to the term of this Agreement. Upon Prestige Stock’s request, Licensee shall immediately remove any Stock Files from such platform or website if it is not a part of a derivative of your work.
- Releases and Clearances. Model releases are available on Images containing models upon request. Names are removed to protect the privacy of the model. Other than model releases for recognizable persons on Images identified as released, Prestige Stock grants no rights and makes no warranties with regard to the use of names, trademarks, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Stock File, and Licensee must satisfy that all necessary rights and consents have been granted.
- Payment and Refunds. Licenses are not granted until full payment is received for the Prestige Stock Invoice. All licenses are final; no refunds or credits are required. If a refund or credit is granted it is based off of professional courtesy.
- Copyright Infringement and Liquidated Damages. In the event that the Licensee uses a Stock File without the proper rights, Prestige Stock reserves the right to seek damages through legal means if the Licensee does not agree to reimburse Prestige Stock, as liquidated damages, a sum equal to three (3) times the market value price charged for such use of a Stock File within 30 days. If Licensee denies Prestige Stock’s invoicing such fee in the 30 days, this damage provision is made void and Prestige Stock reserves the right to sue for copyright infringement, including attorneys’ fees and all associated costs.
- Indemnification. You assume full responsibility for the use of the Stock Files. You agree to defend, indemnify and hold Prestige Stock Parties harmless from and against any and all claims, demands, torts, loss, lawsuits, liability, damages, or expenses, including attorneys’ fees and costs, arising out of or as a result of claims by third parties relating to your use of the Stock Files outside the reach of this Agreement or any other breach of this Agreement by you, your end-users, employees, clients, customers or anyone acting on your behalf.
- Limitation of Liability. Under no circumstances will Prestige Stock be liable to the Licensee or for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of (I) the use of or inability to use the Stock Files or (II) the inability to obtain additional rights to the Stock Files (including making additional copies) even if Prestige Stock has been advised of the possibility of such damages.
- Termination. The license contained in this Agreement will terminate automatically without notice from Prestige Stock if you fail to comply with any provision of this Agreement. You can terminate this agreement too by giving us written notice. Upon termination, Licensee must immediately (I) stop using the Stock Files; (II) destroy or, upon the request of Prestige Stock, return the Stock Files to Prestige Stock; and (III) delete or remove the Stock Files from Licensee’s premises, computer systems, and storage (electronic or physical).
- Revocation. Prestige Stock reserves the right to revoke the license to use any Stock Files for good cause and to replace or reimburse such Stock Files with an alternative. Upon notice of any revocation of a license for any Stock File, Licensee must immediately cease using Stock Files in question, and take all necessary steps to discontinue use of the Stock Files and shall inform all clients, employee, and end-users of the same. If the Stock File is on social media, it may be used only as a derivative of your own work and not a stand-alone file.
- Warranty. Prestige Stock does not warrant any of the Stock Files to be free from defect. However, as a professional courtesy Prestige Stock may grant a refund or credit if the customer is unsatisfied or it was the fault of Prestige Stock, but it is solely an option for Prestige Stock. Prestige Stock has made reasonable efforts to correctly categorize and tag keywords, titles, descriptions, captions, and other metadata of the Stock Files, Prestige Stock does not guarantee the accuracy of such information. If you purchase a Stock File that is not correctly listed based on Prestige Stock’s negligence, then out of professional courtesy Prestige Stock may refund you. Prestige Stock will not be held responsible or liable for any loss or damage suffered by you or any third party, directly or indirectly, from any defect in any Stock File or its caption.
- Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. Such provisions shall be reformed only to the extent to make it enforceable.
- Choice of Law. This Agreement will be governed in all respects by the laws of the State of Ohio, without reference to its laws relating to conflicts of law. Any disputes relating to these terms and conditions will be subject to the [non-]exclusive jurisdiction of the courts of Ohio. If Prestige Stock is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse Prestige Stock for its legal fees and disbursements if Prestige Stock is successful.
- Changes to Terms. Notwithstanding anything else in this or any other agreement, Prestige Stock reserves the right to modify this Agreement at any time, and without prior notice, by posting amended terms on the Website. A change in terms will not be applied to a licensee who has prior to the change acquired this license. You will only be subject to the terms of this Agreement in force at the time that you download the Stock File.