Terms and Conditions of Use

Description of the Website and Membership
General Acknowledgements and Agreements
Use of Works
Restrictions
Notification of Claims of Infringement
Management and Operation of the Website
Credits and Payments
Membership Account
Representations and Warranties
Indemnification
Limitations and Disclaimer
Term and Termination
Effect of Termination
Suspension
Miscellaneous

THIS IS A FAIRLY LENGTHY DOCUMENT, AND IT CONTAINS MANY IMPORTANT PROVISIONS THAT AFFECT YOUR RIGHTS AND OBLIGATIONS. BY CHECKING THE CORRECT BOX AT THE END OF THESE TERMS AND CONDITIONS OF USE (THIS “AGREEMENT”) , YOU HEREBY AGREE TO BE BOUND BY THIS AGREEMENT. WE ENCOURAGE YOU TO PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

This Agreement governs your use of the Fotolia.com website, including, without limitation, the uploading and downloading of photographs, illustrations, images or other pictorial or graphic works (“Works”) onto or from the Fotolia.com website, access to web logs and forums, and any and all services offered by Fotolia LLC on or through the Fotolia.com website (the Fotolia.com website, together with all of the foregoing uses and services, to be hereinafter referred to as the “Website”).

1. Description of the Website and Membership

The Website provides, among other things, an online marketplace for uploading and downloading Works. Furthermore, the Website is divided generally into two sections: a public section and a private section. The public section offers to all visitors, among other things, general information about the Website, the ability to view Works on the Website, a search engine to search for Works on the Website, the ability to view and post comments on the official Fotolia web log (the “Fotolia Blog”), the ability to view and post comments on the personal web logs (each, a “Member Blog”) of visitors who have registered as members of the Website (“Members”), and a process by which visitors can register to become Members, as further described below. The private section is only accessible by Members. The private section offers to Members (in addition to all services available in the public section) the ability to upload and download Works onto and from the Website in accordance with an applicable Content Upload Agreement or Content Download Agreement, the ability to post material or other content on personal Member Blogs and the ability to access their accounts on the Website (“Membership Accounts”).

When a visitor to the Website registers to become a Member, he or she will select an available user name (“Membership Name”) and a corresponding user password (“Membership Password”) to create a unique, personal Membership Account. During registration, each Member shall be given the opportunity to accept a default country designation (and also language and currency designations pre-determined by Fotolia to correspond to such country) based on the IP address from which such Member is accessing the Website. Fotolia, in its sole discretion, may provide each Member with the opportunity to specify a country other than the default country (but the language and currency linked to such other country shall be pre-determined by Fotolia to correspond to such other country). Once such information is entered during registration, such information cannot be revised later. The Member shall also be required to specify whether he or she is registering as an individual or on behalf of a company or entity (and, if so, the name of the company or entity).

A Member shall upload a Work through his or her Membership Account, and such Work shall be subject to an applicable Content Upload Agreement based on criteria specified by the Member as to exclusivity, permitted uses of the Work and the like. The Member shall also enter keywords and a description of the Work so that the Work can be categorized and be searched by the Website"s search engine. Applicable royalty rates for non-exclusive sublicenses granted to Members who download the Work shall be in accordance with the Website's [standard pricing and payment policies]. Royalty rates for exclusive sublicenses granted to Members who download the Work shall be specified by the Member. Fotolia may also, in its sole discretion, place certain types of limits on the uploading of Works.

A Member shall download a Work through his or her Membership Account, and such Work shall be subject to an applicable Content Download Agreement based on criteria specified by such Member, and also on criteria specified by the Member who uploaded the Work. A Member shall be able to download a Work for a particular use(s) only if he or she pays with the applicable number of Credits (as defined below) on the Website, and only if he or she agrees to the applicable Content Download Agreement for such Work and such use(s).

2. General Acknowledgements and Agreements

Your use of the Website constitutes your acknowledgement and acceptance of the terms and conditions of this Agreement, and you shall be bound by such terms and conditions. If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access any portions of the Website or use any services offered on the Website.

Fotolia shall have the right, in its sole discretion, to amend the terms and conditions of this Agreement, in whole or in part, at any time, and any such changes shall be effective immediately upon member notification and publication of such changes on the Website. Your continued use of the Website after the effectiveness of such changes and notice constitutes your acknowledgement and acceptance of the terms and conditions of this Agreement, as so amended. If you do not agree to be bound by the terms and conditions of this Agreement as so amended, do not use or access the Website.

If at any time the terms and conditions of this Agreement are no longer acceptable to you, whether or not as a result of an amendment by Fotolia, do not use the Website.

Services on the Website are available only to, and may only be used by individuals who can enter into legally binding contracts under applicable law. Without limitation to the foregoing, services on the Website are not available to minors (e.g., persons under the age of eighteen) except under the supervision of an adult parent or guardian, and such parent or guardian shall be responsible for all uses of the Website. Your Membership Account on the Website may not be sold or otherwise transferred to another person or entity. If your use of the Website is on behalf of an entity, you represent and warrant that you have the authority to bind such entity to this Agreement.

3. Use of Works

You may only upload or download Works to or from the Website in accordance with the terms and conditions of this Agreement and of an applicable Content Upload Agreement or Content Download Agreement. You may not use, reproduce, distribute, display or create derivative works based on any Works that appear on the Website unless you enter into a Content Download Agreement, and you may do so only to the extent expressly permitted under the terms and conditions of an applicable Content Download Agreement.

You acknowledge and agree that no ownership of any Works can be transferred, and that no sale of any Works can be effectuated, on or through the Website. Only the rights expressly sublicensed in an applicable Content Download Agreement are granted on or through the Website. You acknowledge and agree that Fotolia or its licensors retain all ownership rights in and to the Works, and that such Works are covered and protected by copyright, trademark and other intellectual property rights of Fotolia or its licensors.

4. Restrictions

You agree that you shall not use the Website in any manner that is not permitted by this Agreement or that violates any law, regulation or statute in an applicable jurisdiction.

You shall not upload or post onto the Website, or use the Website to transfer, any Work or other material or content that is covered or protected by copyright, trademark or other intellectual property rights unless you own or control such rights or have received all necessary consents. Fotolia does not permit copyright infringing activities and infringement of intellectual property rights on its website, and Fotolia will remove all Works if properly notified that such Work infringes on another's intellectual property rights. Fotolia reserves the right to remove Works without prior notice. Fotolia will terminate a user's access to its Website if the user is determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a user submission removed from the Website more than twice.

You shall not upload or post onto the Website, or use the Website to transfer, any Work or other material or content that is libelous or slanderous or otherwise defamatory, obscene or indecent.

You shall not upload or post onto the Website, or use the Website to transfer, any Work or other material or content that contains or constitutes viruses, worms, Trojan horses or other code with malicious, disruptive and/or destructive features. You shall not to attempt to gain unauthorized access to any hardware or software systems or networks associated with the Website, or obtain any services or information not intentionally made available to you by Fotolia on or through the Website. You shall not attempt to gain unauthorized access to the Membership Account of any other person or entity, or otherwise interfere with any other person's or entity's use, of the Website. You shall not use any false or misleading information (e.g., false or misleading names, email addresses or URLs) when using the Website, including, without limitation, with respect to the origin or source of any Work or other material or content that you upload or any identifying information for your Membership Account.

Fotolia reserves the right to decide whether any Work is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material. Fotolia may remove any such Work and/or terminate a user's access for uploading such material in violation of this Agreement at any time, without prior notice and at its sole discretion.

5. Notification of Claims of Infringement

If you are a copyright owner or an agent thereof and believe that any user Work or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Fotolia to locate the material;

(iv) Information reasonably sufficient to permit Fotolia to contact you, such as an address, telephone number, and, if available, an electronic mail address;

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Fotolia’s designated Copyright Agent to receive notifications of claimed infringement is: Copyright Agent, Fotolia LLC, 41 East 11th Street, 11th Floor, New York, NY 10003; email: copyright@fotolia.com; facsimile: 212-658-9082. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to 1-718-577-1321. You acknowledge that if you fail to comply with all of the requirements of this Section 5, your DMCA notice may not be valid.

6. Management and Operation of the Website

You acknowledge and agree that Fotolia has no obligation to review any Works or other material or content uploaded or posted onto the Website, and shall have no responsibility for any such Works or other material or content. Fotolia shall have the right, in its sole discretion, to accept or deny, delete, move or edit any Works or other material or content uploaded or posted onto the Website. If you upload or post any Works or other material or content onto the Website, or any Works or other material or content is uploaded or posted onto the Website using your Membership Name or otherwise through your Membership Account, you remain solely responsible for such Works or other material or content.

You acknowledge and agree that Fotolia shall have no responsibility for any material or content on other websites to which you may hyperlink or otherwise access from the Website, including any web log, comments to any web log, or any forum on the Website. You acknowledge and agree that Fotolia shall have no responsibility for any material or content on websites from which you may be hyperlinked or otherwise be directed to the Website.

Fotolia reserves the right, in its sole discretion, to change or discontinue any or all of the services on the Website at any time. You acknowledge and agree that Fotolia has no obligation to make, or continue to make, the Website or any particular portion or related service available to you (whether or not such unavailability is voluntary on the part of Fotolia). Fotolia reserves the right, in its sole discretion, to suspend or terminate your Membership Account at any time, including, without limitation, your Membership Name and Membership Password.

You acknowledge and agree that Fotolia may store personal and certain other information about you on your computer in the form of “cookies”. Such use of cookies is solely in connection with the operation of the Website. You acknowledge and agree that if you prohibit or restrict the placement of cookies on your computer, such prohibition or restriction may have an adverse effect on your use of the Website. You acknowledge and agree that Fotolia may also store personal information about you on its computers within or outside the U.S. By using this Website you acknowledge and agree that Fotolia may, in its sole discretion, preserve or disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce this Agreement; respond to claims that any Work violates the rights of third-parties; or to protect the rights, property, or personal safety of Fotolia, its users or the general public.

7. Credits and Payments

Transactions on the Website, including downloads of Works and the remuneration to an uploading Member in the event his or her Work is downloaded, shall be conducted using Website credits (“Credits”) in accordance with Fotolia's Standard pricing and payment policies and subject to any amounts that may be owed to Fotolia with respect to such transactions. In the event you are downloading a Work, the appropriate number of Credits shall be deducted from your Membership Account. In the event a Member downloads a Work that you have uploaded, the appropriate number of Credits will be deposited into your Membership Account after Fotolia has received from the downloading Member non-opposable proof of payment. Credits exist in two forms: “Standard Credits” and “Offered Credits”.

You may acquire Standard Credits only by purchase, by using credit or charge cards, online payment accounts, wire transfers or such means as then permitted by Fotolia, or by earning them if your Works are downloaded by other Members. If you Purchase any Standard Credits by using a credit or charge card or an online payment account, you warrant that you are the cardholder or account holder and that the billing information provided is accurate, and you authorize Fotolia to charge the designated credit or charge card or online payment account for the total amount of the purchase, including any sales or similar taxes. Standard credit purchases are non-refundable, only credits earned by selling photos and affiliation may be redeemed. You may only redeem your Standard Credits in the currency you indicated at the time you registered with the Website to create your Membership Account. Fotolia, in its sole discretion, may grant you Offered Credits from time to time. Notwithstanding anything to the contrary contained in this Agreement, you may never redeem Offered Credits for cash, and can only use Offered Credits for transactions on the Website.

If you hold in your account both Standard Credits and Offered Credits, each charge of Credits against your account shall be charged equally from your Standard Credits and Offered Credits (i.e., one-half of the total charge from your Standard Credits and one-half of the total charge from your Offered Credits). If the amount of Standard Credits in your account is less than one-half of the total charge, the entirety of your Standard Credits shall be charged, and then the shortfall shall be charged against your Offered Credits (in addition to the one-half of the total charge that was already being charged against your Offered Credits). If the amount of Offered Credits in your account is less than one-half of the total charge, the entirety of your Offered Credits shall be charged, and then the shortfall shall be charged against your Standard Credits (in addition to the one-half of the total charge that was already being charged against your Standard Credits).

8. Membership Account

You acknowledge and agree that you are to keep confidential the Membership Name and Membership Account provided by Fotolia to you, and the Membership Password selected by you and approved by Fotolia for use with such Membership Name and Membership Account. Your Membership Name, Membership Account and Membership Password are personal to you and may not be shared with, or transferred to, any other person or entity.

You acknowledge and agree that you will be solely responsible for each and every use of your Membership Account, Membership Name and Corresponding Password, and that Fotolia may rely on the use of your Membership Account, Membership Name or Membership Password as conclusive evidence that you have used the Website.

9. Representations and Warranties

In addition to the representations and warranties you have made above, each of Fotolia and you hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.

10. Indemnification

You agree to indemnify, defend and hold harmless Fotolia and its affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (collectively, “Indemnitees”) from and against all claims, expenses (including attorney fees) or other liability arising from your breach of any of your representations, warranties or obligations under this Agreement, and from any and all uses by you of the Website (including any uses under your Membership Account or Membership Name, whether or not authorized by you), including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or “false light”, right of publicity or blurring or distortion or alteration of any Work or other material or content whether or not intentional. Fotolia shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by you with counsel of its own choosing. You shall fully cooperate with Fotolia in the defense of any such claim, action or matter.

11. Limitations and Disclaimer

You agree that neither Fotolia nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than yourself, as applicable), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use by you of the Website, even if such parties have been advised, or advised of the possibility, of such damages.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR CLARIFICATION PURPOSES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, FOTOLIA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WWW.FOTOLIA.COM WEBSITE OR THE SERVICES ON THE WWW.FOTOLIA.COM WEBSITE, OR ANY WORKS OR OTHER MATERIALS OR CONTENT AVAILABLE ON THE WWW.FOTOLIA.COM WEBSITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, NON-INFRINGEMENT OF COPYRIGHT, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR FREEDOM OF ANY SERVICES, OR ANY WORKS OR OTHER MATERIALS OR CONTENT, FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE WITH MALICIOUS, DISRUPTIVE AND/OR DESTRUCTIVE FEATURES.

Fotolia shall have no responsibility for any Works or other material or content uploaded or posted onto the Website, including, without limitation any material or content uploaded or posted by any Member onto the Website in any forum or as any comment to a web log.

12. Term and Termination

This Agreement shall continue in perpetuity unless terminated in accordance with this Section 12. Fotolia at any time may terminate this Agreement in its sole discretion, including, without limitation, for breach by you of any of your representations, warranties or obligations under this Agreement, or for inactivity by you with respect to use of the Website. You may at any time terminate this Agreement by logging into your Membership Account on the Website and then sending a termination request to Fotolia. In the event termination is by Fotolia, Fotolia shall notify you of such termination. Fotolia reserves the right, in its sole discretion, to terminate your Membership Account at any time, including, without limitation, deactivating your Membership Name and Membership Password.

13. Effect of Termination

Upon any termination of this Agreement:

(a) your Membership Account shall be cancelled and closed and your Membership Name and Membership Password shall be deactivated;

(b) all Works uploaded by you shall be removed from the Website; provided, however, that Fotolia may continue to use the Work for internal archival and reference purposes;

(c) any and all Standard Credits shall be redeemable by you for cash, minus any transactional expense in accordance with Fotolia"s Standard pricing and payment policies and

(d) you shall forfeit all right, title and interest in and to any and all Offered Credits.

Termination of this Agreement shall not relieve you from any payment obligations that may have arisen prior to such termination, or any other obligations pursuant to any other agreement that has not been specifically terminated, such as a Content Upload Agreement or Content Download Agreement. The provisions of Sections 8, 10, 11, 13 and 15 shall survive the termination of this Agreement.

14. Suspension

Fotolia reserves the right, in its sole discretion, to suspend your Membership Account at any time and for any length of time. In the event, and for so long as, Fotolia suspends your Membership Account, you shall have no ability to upload any Works on the Website, but you may continue to access your Membership Account using your Membership Name and Membership Password and download Works and view and comment on the Fotolia Blog and the Member Blogs of other Members, and post material or other content on your personal Member Blog. For clarification purposes, Fotolia shall not remove any Works you have uploaded prior to suspension of your Membership Account and such Works shall continue to be available for download.

15. Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction in the federal or state courts of the State of New York, and you and Fotolia each submit to the personal jurisdiction of such court and waive any right each might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.

The relationship between Fotolia and you under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner. You agree that you shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your use of the Website.

No waiver on the part of Fotolia to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Fotolia to exercise any such power, right, privilege or remedy, shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Fotolia shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. You shall have no right to assign any of your rights or obligations under this Agreement.

This Agreement shall be inure to the benefit of, and be binding upon, Fotolia and you, and its and your respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Fotolia and you, and its and your respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other. If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect. The underlined headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

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Credit Purchase Agreement

This Credit Purchase Agreement (this “Agreement”) governs your purchase of credits on Fotolia.com (the “Website”). This Agreement between you and Fotolia LLC ("Fotolia) is in addition to our Terms of Use, our Privacy Policy and all other terms and conditions applicable to the use of the Website.

1. The Fotolia Credit System

(a) What Are “Credits”?

Credits are the monetary unit used on the Website
You will use credits to pay for licenses to use images

(b) What is the Value of a Credit?

The value that your credits have in terms of a valid currency (e.g., U.S. Dollars or Euros) will be shown on the credit page
The value that your credits have in terms of that currency will change from time to time to reflect changes in currency exchange rates

(c) How Long Do Credits Last?

You can use your credits for up to 365 days from the date of purchase.
After 365 days, you won’t be able to use the credits any more, because they will cease to have any value.
You acknowledge this time limit and waive any claims relating to expired credits.

(d) Certain Rules Applicable to Credits

You can only use credits on the Website, or on Fotolia’s affiliate sites
Only Fotolia can sell credits
You cannot resell credits
Fotolia does not guarantee that you will be able to use your credits to purchase every product contained on the Website.
You may have to pay separately for certain products offered by Fotolia (e.g., subscriptions)

2. How to Purchase Credits

(a) Payments

You must have a valid Fotolia member account to buy credits
You can purchase credits using any of the payment methods available on the Website (i.e., credit card, Paypal, wire transfers etc.)
You cannot buy less than 10 credits at a time
Payment by check is only allowed in the US and the UK
You must purchase a minimum of 300 credits if you pay by check or by wire transfer
You will have to pay any wire transfer fees

(b) Invoice

When you purchase credits, you will receive an invoice listing the number of credits purchased and the date of purchase.

(c) Taxes and Other Charges

If you are a European company and you have a VAT number, you will have to provide it.
Depending on your location, local taxes and VAT might apply to your purchase.

(d) No Refunds

Once you have purchased credits, you will not be able to convert them back into cash.

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Fotolia Subscription Agreement

1. General
2. Price and Payment
3. Subscriber Account Responsibilities
4. Termination
5. Special Notice to California Subscribers
6. No Carryover of Unused Downloads
7. Representations and Warranties
8. Miscellaneous

This Subscription Agreement (the "Agreement") is by and between Fotolia LLC ("Fotolia") and the subscriber (the “Subscriber”). It sets forth the terms and conditions of Subscriber’s subscription to sublicense selected images, photographs and other content (each, a “Work”) from Fotolia (the “Subscription”) pursuant to the Fotolia subscription program (the “Subscription Program”). As a condition of the Subscription, Subscriber must accept this Agreement in its entirety.

SUBSCRIBER SHOULD REVIEW THIS AGREEMENT CAREFULLY AND INDICATE SUBSCRIBER’S ACCEPTANCE BY CLICKING ON THE "I AGREE" CHECKBOX ("CHECKBOX”). BY CLICKING THE CHECKBOX, SUBSCRIBER AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.

1. General

1.1 The Fotolia Subscription Program is an electronic information service (the "Service") operated by Fotolia on the Internet (currently located at http://www.fotolia.com) (the “Service Website”). The Service offers Subscribers access to Works owned or licensed by Fotolia. Subscriber acknowledges that most, but not all, of the Works in Fotolia’s catalog are available pursuant to the Subscription Program, and that only Works in the L file size will be provided by Fotolia pursuant to the Subscription Program.

1.2 Subscriber acknowledges that Subscriber is at least 18 years old, and Subscriber agrees to be bound by all of the terms in this Agreement. If Subscriber is subscribing to the Service in Subscriber’s capacity as an employee of a corporation or other legal entity, Subscriber acknowledges that Subscriber has the authority to enter into this Agreement on its behalf. The right to use the Service may not be transferred.

1.3 This Agreement shall commence on the date the payment is received by Fotolia and shall continue for the duration of the Subscription Subscriber has chosen, unless otherwise terminated pursuant to this Agreement (the “Term”).

2. Price and Payment

2.1 Subscriber authorizes Fotolia to charge the applicable Subscription fee ("Subscription Fee") to a valid credit card (or PayPal) account designated by Subscriber and approved by Fotolia. Subscription Fees will be charged at the standard rate in effect at the time the fee is payable. Current Subscription Fees and other charges can be found at www.fotolia.com/Subscription. Subscriber agrees to pay all sales, use, and other similar taxes imposed in connection with Subscriber’s use of the Service. Subscriber is responsible for all Internet service provider fees, telecommunication and other charges required for Subscriber’s connection to the Service.

2.2. FOTOLIA WILL AUTOMATICALLY CHARGE SUBSCRIBER’S ACCOUNT FOR RENEWAL OF SUBSCRIBER’S SUBSCRIPTION AT THE APPLICABLE SUBSCRIPTION RATE UNLESS SUBSCRIBER CANCELS SUBSCRIBER’S SUBSCRIPTION AT LEAST FIFTEEN (15) DAYS BEFORE THE APPLICABLE SUBSCRIPTION RENEWAL DATE BY CONTACTING FOTOLIA SUPPORT AT SUBSCRIPTION@FOTOLIA.COM. IN THE EVENT FOTOLIA IS UNABLE TO CHARGE SUBSCRIBER’S ACCOUNT THE APPLICABLE SUBSCRIPTION FEE, FOTOLIA RESERVES THE RIGHT TO TERMINATE SUBSCRIBER’S RIGHT TO USE THE SERVICE. FOTOLIA WILL USE REASONABLE EFFORTS TO SEND A REMINDER PRIOR TO THE END OF SUBSCRIBER’S CURRENT SUBSCRIPTION PERIOD TO THE E-MAIL ADDRESS SUBSCRIBER PROVIDED IN CONNECTION WITH SUBSCRIBER’S REGISTRATION ON THE FOTOLIA SITE.

3. Subscriber Account Responsibilities

3.1 All use of the Service under Subscriber’s account (“Subscriber’s Account”) must comply with the provisions of this Agreement. Subscriber’s registration information must be kept accurate and current.

3.2 Subscriber is responsible for all usage or activity on Subscriber’s Account. SUBSCRIBER, AND NOT FOTOLIA, IS RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO SUBSCRIBER’S CREDIT CARD (OR PAYPAL ACCOUNT) INCLUDING THOSE MADE BY A THIRD PARTY THAT WERE NOT AUTHORIZED BY SUBSCRIBER.

3.3 Subscriber understands and agrees that Fotolia may, in its sole discretion: (i) monitor Subscriber’s use of the Service including the Works Subscriber downloads; (ii) flag Subscriber’s account if the number of daily downloads of Works exceeds daily maximums; (iii) track any abuse of Subscriber’s subscriber ID and password in connection with the Service or in connection with this Agreement; and (iv) terminate this Agreement, without notice, if Fotolia believes there is a violation of this Agreement and/or abuse of Subscriber’s ID and password. If Subscriber’s subscription is terminated because of any violation of this Agreement and/or any abuse of an ID or password, Subscriber loses all rights to use the Service and Works, including any rights which may survive termination of this Agreement, and Subscriber must immediately delete and cease use of all Works acquired from the Service.

3.4 Subscriber must maintain the confidentiality of Subscriber’s password. If Subscriber believes that Subscriber’s Account is not secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of Subscriber’s password), Subscriber must promptly change Subscriber’s password and inform Fotolia. Subscriber agrees to take all steps necessary to prevent any third party from duplicating or distributing any Works or any elements of the Service. Defamatory, offensive, pornographic, or otherwise unlawful uses of Works is prohibited. Use of any logo or trademark without authorization from its owner is prohibited. If Subscriber becomes aware of any activity that infringes any rights, including copyrights, in the Works or of the Service, Subscriber must promptly notify Fotolia and provide all cooperation reasonably requested by Fotolia regarding such activity.

3.5 Any fraudulent, abusive or otherwise illegal activity may be grounds for termination of Subscriber’s Subscription, at Fotolia's sole discretion, and appropriate law enforcement agencies may be notified. Subscriber may not use any means to circumvent the navigational structure or presentation of the Service or to index or improperly retrieve the Works, including but not limited to the use of any site search or retrieval application to "spider" the service. Subscriber may not translate, reverse engineer, decompile, or disassemble the Service or the Works, including any software provided in connection with the Service except to the extent the foregoing restriction is expressly prohibited by applicable law.

3.6 All Works downloaded during the Term of the Agreement can be used after the Term, provided the use is in compliance with this Agreement and Fotolia’s Standard Royalty Free download agreement.

3.7 If Subscriber downloads any Works from the Service Website, then Subscriber’s use of such Works shall be subject to the terms of Fotolia’s Content Download Agreement.

3.8 Subject to the next sentence below, the Service may be used only by one individual (i.e., by Subscriber, or by one individual on behalf of Subscriber if Subscriber is an entity) and Subscriber may not transfer Subscriber's right to use the Service to any other person or entity. Notwithstanding anything to the contrary in this Agreement and/or the applicable content download agreement(s), the Subscriber may have the option to select and pay for an increase to the number of authorized users of the Service (a "User Increase"), which may allow for either three users or an unlimited number of users. If the Subscriber selects and pays for a User Increase, then either three individuals or an unlimited number of individuals (as applicable) may use the Service on behalf of the Subscriber, and, in such case, the term "Subscriber" shall also include the Subscriber's affiliates (namely, any other corporations or legal entities that control, are controlled by, or are under common control with, the Subscriber).

4. Termination

4.1 Either Subscriber or Fotolia may terminate this Agreement and Subscriber’s Account at any time, with or without cause. Additionally, Subscriber’s right to use the Service and/or any Work will terminate immediately upon Subscriber’s breach of any material term of this Agreement. In the event that Subscriber is dissatisfied with the Service for any reason whatsoever the only right available to Subscriber is to terminate Subscriber’s Account by providing notice to Fotolia pursuant to this Agreement. Fotolia may suspend or terminate Subscriber’s Account, without notice, in the event of Subscriber’s breach of this Agreement or for other conduct which Fotolia, in its sole discretion, considers to be unacceptable. Suspension or termination of Subscriber’s Account means that the Service will no longer be accessible to Subscriber. Fotolia shall not be responsible for any consequences of such lack of access.

4.2 The provisions concerning payment obligations, Subscriber responsibilities, subscriber information, ownership of copyright and other intellectual property rights, limitations on use, disclaimers, limitations of liability, indemnification, termination, and the miscellaneous provisions of this Agreement shall survive the termination of the Agreement or Subscriber’s Account, whether by Subscriber or Fotolia.

4.3 Subscriber agrees that Subscriber is responsible for all charges incurred up to the time the account is deactivated.

5. Special Notice to California Subscribers

5.1 As required by California Code Section 1789.3, this notice is to advise Subscriber of the following: (a) The Service is a service provided by Fotolia LLC, 41 East 11th Street, 11th Floor, New York, NY 10003, USA. Fotolia’s telephone number is 718-577-1321. (b) For a description of all current fees and charges, see www.fotolia.com/Subscription. Fotolia reserves the right to change the amount of any fee or charge and to institute new fees or charges, pursuant to the terms of this Agreement. (c) If Subscriber has a complaint regarding the Service or desire further information on use of the Service, contact Fotolia by telephone at 718-577-1321. For complaints, Subscriber may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 "R" Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.

6. No Carryover of Unused Downloads

6.1 If Subscriber does not download the maximum number of Works that Subscriber is entitled to download under the terms of Subscriber’s Subscription plan on any given day, the unused number of permissible downloads will automatically be forfeited and will not carry over to any future day.

7. Representations and Warranties

7.1 In addition to the representations and warranties made by Subscriber above, each of Fotolia and Subscriber hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.

8. Miscellaneous

8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction in the federal or state courts of the State of New York, and Subscriber and Fotolia each submit to the personal jurisdiction of such court and waive any right each might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.

8.2 The relationship between Fotolia and Subscriber under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.

8.3 Subscriber agrees that he or she shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to him or her under this Agreement.

8.4 No waiver on the part of Fotolia to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Fotolia to exercise any such power, right, privilege or remedy, shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

8.5 Fotolia shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. Subscriber shall have no right to assign any of his or her rights or obligations under this Agreement.

8.6 This Agreement shall be inure to the benefit of, and be binding upon, Fotolia and Subscriber, and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Fotolia and Subscriber, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

8.7 Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other.

8.8 If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect.

8.9 The underlined headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement

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Content download agreement (Standard License)

No Sale
Sublicense
Restrictions
Payments and Pricing
Ownership and Retention of Rights
Representations and Warranties
Indemnification
Limitations and Disclaimer
Term and Termination
Effect of Termination
Miscellaneous

This agreement (this "Agreement") shall be binding upon Fotolia LLC ("Fotolia") and any member (the "Non-Exclusive Downloading Member") who downloads a photograph, illustration, image or other pictorial or graphic work (the "Work") from the Fotolia.com website. The Non-Exclusive Downloading Member acknowledges and agrees that he or she shall be bound by the terms and conditions of this Agreement and that this Agreement applies to each Work that the Non-Exclusive Downloading Member downloads.

1. No Sale

The Non-Exclusive Downloading Member acknowledges and agrees that this Agreement does not effectuate any sale of the Work. Except for the rights specifically sublicensed under this Agreement, the Non-Exclusive Downloading Member shall not have any right, title or interest in or to, and in any event shall have no ownership of, the Work, including any copyright and other intellectual property rights.

2. Sublicense

Subject to the terms and conditions of this Agreement, Fotolia hereby grants to the Non-Exclusive Downloading Member a non-exclusive, perpetual, worldwide, non-transferable sublicense to use, reproduce or display the Work an unlimited number of times in the authorized media solely for (a) personal or educational purposes and (b) in connection with the operation of a business. However, the Non-Exclusive Downloading Member shall have no right to sell or distribute for sale the Work or any reproductions thereof, whether alone or incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known which primary value lies in the Work itself. The Non-Exclusive Downloading Member shall have no right to grant further sublicenses. The Non-Exclusive Downloading Member shall have the right to transfer files containing the Work or permitted derivative works to direct clients, customers, and employees, or have the Work reproduced by subcontractors, provided that such subcontractors agree to abide by the restrictions of this agreement. In the normal course of workflow, the Non-Exclusive Downloading Member may also convey to a third party (such as a printer) temporary copies of the Work that are integral to the work product and without which the work product could not be completed. Third parties and subcontractors shall have no further or additional rights to use the Work and cannot access or extract it from any other file provided. The Non-Eclusive Downloading Member may create a digital library, network configuration or similar arrangement to allow the Work to be viewed by their employees, partners and clients. The Non-Exclusive Downloading Member shall pay to Fotolia a sublicense fee in accordance with Fotolia"s Standard pricing and payment policies . Notwithstanding anything to the contrary contained in this Agreement, with respect to electronic formats, the Non-Exclusive Downloading Member"s reproduction, distribution or display of the Work shall be limited to a resolution of 640 ? 480 pixels in website uses (regardless of the resolution of the Work available for downloading from the Fotolia.com website), and shall be limited to the resolution available for downloading from the Fotolia.com website in other electronic uses. For clarification purposes but subject to the foregoing restrictions, it is intended that this sublicense shall permit use, reproduction and display of the Work in or for a business or commercial setting or circumstances, display in an office or other place of business, on advertising and promotion materials, and the like.

In addition, the Non-Exclusive Downloading Member shall have the right to create modified and derivative works based upon the original Work (derivative works within the meaning of the USA Copyright Act which incorporates but is not substantially similar to the original Work ) . The permitted use of the modified and derivative works includes all the uses permitted to the Non-Exclusive Downloading Member with respect to the original work as well as for the derivative works in items for re-sale including t-shirts, mugs, calendars, posters mouse pads and alike

3. Restrictions

Notwithstanding anything to the contrary contained in this Agreement, and without limitation to any aforementioned restrictions, the Non-Exclusive Downloading Member acknowledges, agrees and warrants that he or she shall not:

(a) sublicense, sell, assign, convey or transfer any of it"s rights under this agreement. Sell, license or distribute the Work or any modified Work as stand-alone files or as part of an online database or any other database, or any derivative product containing the Work in such way that would allow a third party to download, extract or access the Image as a stand-alone file;

(b) share the Work with any other person or entity except as expressly permitted under this Agreement;

(c) post the Work online in downloadable format, post the Work on an electronic bulletin board, or enable the Work to be distributed via mobile telephone devices. Include the Work in any electronic template or application, including those that are web based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to website design, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter;

(d) download or store the Work on more than one computer at the same time, except that the Non-Exclusive Downloading Member may make a single backup copy to be stored on media separate from the single permitted computer;

(e) use, reproduce, distribute or display the Work in connection with design template applications intended for resale;

(f) use, reproduce, distribute or display the Work in connection with any goods or services intended for resale or distribution which primary value lies in the work itself, including, without limitation, mugs, t-shirts, posters, greeting cards, posters or other merchandise, and any of the foregoing in "print on demand" or tangible or electronic formats, as applicable;

(g) use, reproduce, distribute or display the Work (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;

(h) remove any notice of copyright, trademark or other intellectual property right, or other information that may appear on, embedded in, or in connection with the Work in its original downloaded form, it being understood that the Non-Exclusive Downloading Member shall reproduce any and all such notices in any backup copy of the file comprising the Work that the Downloading Member makes;

(i) incorporate the Work into a trademark or service mark;

(j) take any action in connection with the Work that violates any law, regulation or statute in an applicable jurisdiction;

(k) Use the Work in an editorial manner, without the following credit adjacent to the Image: "© [Photographer's name] / [Name of the agency providing the Image].;

(l) take any action in connection with the Work that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Work and the rights of any person who, or any person whose property, appears in the Work; or

(m) take any action in connection with the Work that associates it or the creator of the Work, or the persons or property appearing in the Work (if any), with any political, religious, economic or other opinion-based movements or parties.

(n) use the Work in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive - this includes, but is not limited to:

(1) the use of Images in pornography;

(2) tobacco ads;

(3) ads for adult entertainment clubs or similar venues, or for escort, dating or similar services;

(4) political endorsements;

(5) advertisements for pharmaceutical products, including, but not limited to personal hygiene or birth control products; and

(6) uses that are defamatory, or contain otherwise unlawful, offensive or immoral content.

4. Payments and Pricing

As indicated above, the Non-Exclusive Downloading Member shall pay to Fotolia a sublicense fee in accordance with Fotolia's Standard pricing and payment policies .

5. Ownership and Retention of Rights

The Non-Exclusive Downloading Member acknowledges and agrees that Fotolia and/or its licensor retains all rights, title and interest in and to the Work (except for the rights granted pursuant to this Agreement), and that neither title nor any ownership interest in or to the Work is transferred to the Non-Exclusive Downloading Member by virtue of this Agreement. Fotolia and/or its licensor (as applicable) shall also retain the right to use, reproduce or display the Work solely to demonstrate the Work as part of his or her professional portfolio. Without any limitation to any other rights that Fotolia may retain, Fotolia shall continue to have the right to use the Work for internal archival and reference purposes.

6. Representations and Warranties

In addition to the representations and warranties made by the Non-Exclusive Downloading Member above, each of Fotolia and the Non-Exclusive Downloading Member hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.

7. Indemnification

The Non-Exclusive Downloading Member agrees to indemnify, defend and hold harmless Fotolia and its affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (collectively, "Indemnitees") from and against all claims, expenses (including attorney fees) or other liability arising from the Non-Exclusive Downloading Member"s breach of any of his or her representations, warranties or obligations under this Agreement, and from any and all uses of the Work, including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or "false light", right of publicity or blurring or distortion or alteration whether or not intentional. Fotolia shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by the Non-Exclusive Downloading Member with counsel of its own choosing. The Non-Exclusive Downloading Member shall fully cooperate with Fotolia in the defense of any such claim, action or matter.

8. Limitations and Disclaimer

The Non-Exclusive Downloading Member agrees that neither Fotolia nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than the Downloading Member), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use or non-use of the Work, even if such parties have been advised, or advised of the possibility, of such damages.

The Non-Exclusive Downloading Member acknowledges that Fotolia generally does not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Works. The procuring of such releases is the responsibility of the Non-Exclusive Downloading Member.

The Non-Exclusive Downloading Member acknowledges that Fotolia generally does not have releases from property owners, manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some Works. It is generally not possible for any stock image library or artist to get blanket releases for such products, but they can often be obtained on a case-by-case basis. The procuring of such releases is the responsibility of the Non-Exclusive Downloading Member.

THE WORK IS PROVIDED "AS IS" AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Term and Termination

This Agreement shall continue in perpetuity unless terminated in accordance with this Section 9. Fotolia may at any time terminate this Agreement with respect to any Work in the event of any breach by the Non-Exclusive Downloading Member of any of his or her representations, warranties or obligations under this Agreement. The Non-Exclusive Downloading Member may at any time terminate this Agreement. Each of Fotolia and the Non-Exclusive Downloading Member shall notify the other in the event it, he or she terminates this Agreement. Fotolia shall also have the right, in its sole discretion, to deny the downloading of any Work from the Fotolia.com website. Upon termination of a license for any particular Work, the Non-Exclusive Downloading Member shall immediately cease using such Work, destroy, or upon the request of Fotolia return the Work to Fotolia, delete or remove the Work from its permises, computer systems and storage (electronic and physical), and shall ensure that its clients and customers do likewise.

10. Effect of Termination

Upon the termination of this Agreement, the Non-Exclusive Downloading Member shall cease using the Work and destroy all copies of the Work, and all derivative works and related materials (if any), in his or her possession or control. At Fotolia"s request, the Non-Exclusive Downloading Member shall certify in writing to such destruction of the Work, derivative works and/or related materials. Termination of this Agreement shall not relieve the Non-Exclusive Downloading Member from any payment obligations that may have arisen prior to such termination. The provisions of Sections 1, 4, 5, 6, 7, 8, 10 and 11 shall survive the termination of this Agreement.

11. Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction in the federal or state courts of the State of New York, and the Non-Exclusive Downloading Member and Fotolia each submit to the personal jurisdiction of such court and waive any right each might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.

The relationship between Fotolia and the Non-Exclusive Downloading Member under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.

The Non-Exclusive Downloading Member agrees that he or she shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to him or her under this Agreement.

No waiver on the part of Fotolia to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Fotolia to exercise any such power, right, privilege or remedy, shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

Except with respect to any trademark rights, all rights and licenses granted by Fotolia under or pursuant to this Agreement are for all purposes of Section 365(n) of Title 11 of the United States Code ("Title 11"), licenses of rights to "intellectual property" as defined in Title 11. Fotolia agrees that, in the event of commencement of bankruptcy proceedings by or against Fotolia under Title 11, the Non-Exclusive Downloading Member, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights under this Agreement (including the license granted under this Agreement) and all of its rights and elections under Title 11.

Fotolia shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. The Non-Exclusive Downloading Member shall have no right to assign any of his or her rights or obligations under this Agreement.

This Agreement shall be inure to the benefit of, and be binding upon, Fotolia and the Non-Exclusive Downloading Member, and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Fotolia and the Non-Exclusive Downloading Member, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other.

If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect.

The underlined headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement

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Content download agreement (Extended License)

No Sale
Sublicense
Restrictions
Payments and Pricing
Ownership and Retention of Rights
Representations and Warranties
Indemnification
Limitations and Disclaimer
Term and Termination
Effect of Termination
Miscellaneous

This agreement (this "Agreement") shall be binding upon Fotolia LLC ("Fotolia") and any member (the "Non-Exclusive Downloading Member") who downloads a photograph, illustration, image or other pictorial or graphic work (the "Work") from the Fotolia.com website. The Non-Exclusive Downloading Member acknowledges and agrees that he or she shall be bound by the terms and conditions of this Agreement and that this Agreement applies to each Work that the Non-Exclusive Downloading Member downloads.

1. No Sale

The Non-Exclusive Downloading Member acknowledges and agrees that this Agreement does not effectuate any sale of the Work. Except for the rights specifically sublicensed under this Agreement, the Non-Exclusive Downloading Member shall not have any right, title or interest in or to, and in any event shall have no ownership of, the Work, including any copyright and other intellectual property rights.

2. Sublicense

Subject to the terms and conditions of this Agreement, Fotolia hereby grants to the Non-Exclusive Downloading Member a non-exclusive, perpetual, worldwide, non-transferable sublicense to use, reproduce or display the Work an unlimited number of times in the authorized media solely for (a) personal or educational purposes and (b) in connection with the operation of a business, and in the case of each of (a) and (b), with the right to sell or distribute for sale the Work or any reproductions thereof, if incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known. The Non-Exclusive Downloading Member shall have no right to grant further sublicenses. The Non-Exclusive Downloading Member shall have the right to transfer files containing the Work or permitted derivative works to direct clients, customers, and employees, or have the Work reproduced by subcontractors, provided that such subcontractors agree to abide by the restrictions of this agreement. In the normal course of workflow, the Non-Exclusive Downloading Member may also convey to a third party (such as a printer) temporary copies of the Work that are integral to the work product and without which the work product could not be completed. Third parties and subcontractors shall have no further or additional rights to use the Work and cannot access or extract it from any other file provided. The Non-Eclusive Downloading Member may create a digital library, network configuration or similar arrangement to allow the Work to be viewed by their employees, partners and clients. The Non-Exclusive Downloading Member shall pay to Fotolia a sublicense fee in accordance with Fotolia"s Standard pricing and payment policies . Notwithstanding anything to the contrary contained in this Agreement, with respect to electronic formats, the Non-Exclusive Downloading Member"s reproduction, distribution or display of the Work shall be limited to a resolution of 640 x 480 pixels in website uses (regardless of the resolution of the Work available for downloading from the Fotolia.com website), and shall be limited to the resolution available for downloading from the Fotolia.com website in other electronic uses. For clarification purposes but subject to the foregoing restrictions, it is intended that this sublicense shall permit use, reproduction and display of the Work in or for a business or commercial setting or circumstances, display in an office or other place of business, on advertising and promotion materials, and the like.

For clarification purposes but subject to the foregoing restrictions, it is intended that this sublicense shall permit use, reproduce, distribute or display the Work in connection with design template applications intended for resale and use, reproduce, distribute or display the Work in connection with any goods or services intended for resale or distribution, including, without limitation, mugs, t-shirts, posters, greeting cards, posters or other merchandise, and any of the foregoing in "print on demand" or tangible or electronic formats, as applicable; use, reproduce, distribute or display the Work in connection with a PR campaign aimed at the promotion of goods or services to the medias

In addition, the Non-Exclusive Downloading Member shall have the right to create modified and derivative works based upon the original Work (derivative works within the meaning of the USA Copyright Act which incorporates but is not substantially similar to the original Work ) . The permitted use of the modified and derivative works includes all the uses permited to the Non-Exclusive Downloading Member with respect to the original work as well as for the derivative works in items for re-sale including t-shirts, mugs, calendars, posters mouse pads and alike

3. Restrictions

Notwithstanding anything to the contrary contained in this Agreement, and without limitation to any aforementioned restrictions, the Non-Exclusive Downloading Member acknowledges, agrees and warrants that he or she shall not:

(a) sublicense, sell, assign, convey or transfer any of its rights under this agreement. Sell, license or distribute the Work or any modified Work as stand-alone files or as part of an online database or any other database, or any derivative product containing the Work in such way that would allow a third party to download, extract or access the Image as a stand-alone file;

(b) share the Work with any other person or entity except as expressly permitted under this Agreement;

(c) post the Work online in a downloadable format, post the Work on an electronic bulletin board;

(d) download or store the Work on more than one computer at the same time, except that the Non-Exclusive Downloading Member may make a single backup copy to be stored on media separate from the single permitted computer;

(e) use, reproduce, distribute or display the Work (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;

(f) remove any notice of copyright, trademark or other intellectual property right, or other information that may appear on, embedded in, or in connection with the Work in its original downloaded form, it being understood that the Non-Exclusive Downloading Member shall reproduce any and all such notices in any backup copy of the file comprising the Work that the Downloading Member makes;

(g) incorporate the Work into a trademark or service mark;

(h) take any action in connection with the Work that violates any law, regulation or statute in an applicable jurisdiction;

(i) Use the Work in an editorial manner, without the following credit adjacent to the Image: "© [Photographer"s name] / [Name of the agency providing the Image].;

(j) take any action in connection with the Work that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Work and the rights of any person who, or any person whose property, appears in the Work; or

(k) take any action in connection with the Work that associates it or the creator of the Work, or the persons or property appearing in the Work (if any), with any political, religious, economic or other opinion-based movements or parties.

(l) use the Work in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive - this includes, but is not limited to: