The number of Visual 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 thirty (30) consecutive days beginning on and including the date that You purchase Your product.
Reference to the term "Your” has the same meaning as reference to the term "You”.
SECTION II: VISUAL CONTENT LICENSES
ARTICLE 2: GRANT OF LICENSE
Meashots hereby grants You a non-exclusive, non-transferable right to use, modify and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein.
ARTICLE 3: RIGHTS OF USAGE UNDER LICENSES
Visual Content LICENSE
A Rights Managed License (herein "RM License” ) grants You the right to use Visual Content for the period and target market You select through Meashots Website, for either of the following usages depending upon Your Agreement:
As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, Facebook, e-publications (e-books, e-magazines, blogs, etc.), and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations set forth here below);
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;
As part of an "Out-of-Home" advertising campaign including on billboards.
Incorporated into film, video, television series, advertisement, or other multimedia productions for distribution in any medium now known or hereafter devised (each a "Production").
For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).
With a maximum of 50,000 copies, incorporated into merchandise or promotional items for sale or distribution (collectively "Merchandise"), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such Merchandise incorporates material creative or functional elements apart from the Image(s).
Incorporated as elements of digital templates for sale or distribution, with a maximum of 50,000 copies.
Once, in connection with a live performance.
ARTICLE 4: RESTRICTIONS ON USE OF VISUAL CONTENT
The Customer shall in no event:
Use Visual Content other than as expressly provided by the license you purchased with respect to such Visual Content;
PORTRAY ANY PERSON DEPICTED IN VISUAL CONTENT (A "MODEL") IN A WAY THAT A REASONABLE PERSON WOULD FIND OFFENSIVE,
INCLUDING BUT NOT LIMITED TO DEPICTING A MODEL: A) IN CONNECTION WITH PORNOGRAPHY, "ADULT VIDEOS", ADULT ENTERTAINMENT VENUES, ESCORT SERVICES, DATING SERVICES, OR THE LIKE; B) IN A POLITICAL CONTEXT, SUCH AS THE PROMOTION, ADVERTISEMENT OR ENDORSEMENT OF ANY PARTY, CANDIDATE, OR ELECTED OFFICIAL, OR IN CONNECTION WITH ANY POLITICAL POLICY OR VIEWPOINT; C) AS SUFFERING FROM, OR MEDICATING FOR, A PHYSICAL OR MENTAL AILMENT; OR D) ENGAGING IN IMMORAL OR CRIMINAL ACTIVITIES;
USE ANY VISUAL CONTENT IN A PORNOGRAPHIC, DEFAMATORY, OR DECEPTIVE CONTEXT, OR IN A MANNER THAT COULD BE CONSIDERED LIBELLOUS, OBSCENE, OR ILLEGAL;
Use Visual Content designated "For Editorial Use Only" for commercial purposes;
Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein;
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;
Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof;
Use "stills" derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of Your derivative works incorporating Footage; and/or 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.
If you require any of the foregoing rights, please contact email@example.com
ARTICLE 5: CREDIT AND COPYRIGHT NOTICES
The use of Visual Content in an "editorial" context shall be accompanied by an adjacent credit to the Meashots contributor and to Meashots in substantially the following form:
"CONTENT OWNER NAME/MEASHOTS FZ-LLC"
If and where commercially reasonable, the use of Visual Content in Merchandise or a Production shall be accompanied by a credit to Meashots in substantially the following form:
"IMAGE(S) USED UNDER LICENSE FROM Meashots FZ-LLC"
Credit attributions are not required in connection with any other use of Images unless another stock content provided is afforded credit in connection with the same use.
In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.
SECTION III WARRANTIES AND REPRESENTATIONS
ARTICLE 6: WARRANTIES AND REPRESENTATIONS
Meashots warrants and represents that:
Meashots' Contributors have granted Meashots all necessary rights in and to the Visual Content to grant the rights set forth in Section I hereinabove, as applicable;
Visual Content is in original unaltered form and used in full compliance with this Agreement and the applicable law, and
All Visual content does not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any UAE law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.
While Meashots makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content designated "Editorial Use Only", Meashots MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; II) AUDIO IN FOOTAGE; OR III) VISUAL CONTENT DESIGNATED "EDITORIAL USE ONLY". For the sake of clarity, Meashots will not in any way or manner indemnify or have any sort of liability whether under contract or tort laws vis-à-vis the Customer, in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Footage, or the use of Visual Content designated Editorial Use Only.
EXCEPT AS EXPRESSLY SET FORTH UNDER THIS AGREEMENT, all Visual Content is provided hereunder on "as is" basis 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 Visual Content may contain elements that require additional clearance if the Visual Content is modified or used in a particular context. If You make such modification or use Visual Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
Meashots does not warrant that the Visual Content, Meashots websites, 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 Visual Content is solely with you.
Except as expressly set forth herein, Meashots grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be visible in the Visual Content, music or other audio in footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Visual Content. Meashots only has model or property releases where expressly indicated on the Meashots website.
MEASHOTS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.
SECTION IV: INDEMNIFICATION AND LIABILITY
ARTICLE 7: INDEMNIFICATION
Subject to the terms hereof, and provided that You have not breached the terms of this or any other agreement with Meashots, Meashots will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer's direct damages arising from a third-party claim directly attributable to Meashots' breach of the express warranties and representations made in Section III hereof, together with associated expenses (including reasonable attorneys' fees).
Indemnification is conditioned upon Your notification to Meashots, 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 Visual 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 or faxed to Meashots at firstname.lastname@example.org
with a hard copy to Meashots FZ-LLC, Dubai Media City, Building 8, Office EO 55, First Floor, Dubai, UAE. PO Box:502068 Attention: General Counsel, via certified mail, return receipt requested; or ii) overnight courier, recipient's signature required. Meashots shall have the right, in its sole discretion, to decide whether to handle, settle or defend against any claim, litigation or arbitration to which this indemnification applies.
You agree to cooperate with Meashots in the defense of any such claim, litigation, or arbitration and shall have the right to participate in any litigation at your own expense.
You will indemnify and hold Meashots, its officers, employees, shareholders, directors, managers, members, suppliers, consultants, and advisors, 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 Meashots for any and all costs and expenses that Meashots might incur in the event You breach any of the terms of this Agreement or any other agreement with Meashots.
Article 8: Liability
You further agree that Meashots is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Meashots having a reasonable opportunity to analyze such claim's validity.
Meashots shall not be liable for any damages, costs or losses arising as a result of modifications made to the Visual Content or due to the context in which the Visual Content is used by You.
Neither Meashots nor any of its officers, employees, managers, members, shareholders, directors, suppliers, or consultants 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 Visual Content, Meashots’ breach of this agreement, or otherwise, unless expressly provided for herein, even if Meashots has been advised of the possibility of such damages, costs or losses.
Meashots’ total maximum aggregate obligation and liability (the "Limit of Liability") arising out of Customer's:
Rights-Managed Image License/s shall be USD $1,000.
Meashots' liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Visual Content is licensed or used by You.
Except as specifically provided in Part III hereof, in no event, will Meashots' 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 Meashots’ websites and/or Visual Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Meashots from You or form any third party You are acting on behalf of for the applicable Visual Content license.