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SHUTTERSTOCK LICENSE AGREEMENT(S)
TERMS OF SERVICE
The current Terms of Service are printed below. To view previous versions of the
Terms of Service, click here.
Dear Shutterstock Customer:
The following Terms of Service ("TOS") is a legal agreement between you or the
employer or other entity on whose behalf you are entering into this agreement
("you" or "Customer") and Shutterstock (as such term is defined in Part V
Section 24 below) and sets forth the rights and obligations with respect to any
Content licensed by you.
Please revisit this TOS when you purchase any Content licenses. Shutterstock
reserves the right to modify the TOS at any time in its sole discretion. Prior
to such changes becoming effective, Shutterstock will use reasonable efforts to
notify you of any such change. Such notice may be made by email to the email
address on file in your Shutterstock account, an announcement on this page, your
login page, and/or by other means. Modifications to this TOS will only apply to
prospective purchases (including any automated renewals). By licensing Content
following any such modifications, you agree to be bound to the TOS as modified.
THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON TO LICENSE,
DOWNLOAD AND USE CONTENT. UNLESS YOU UPGRADE TO A "TEAM SUBSCRIPTION" OR
"PREMIER PLATFORM" ACCOUNT, NO OTHER PERSONS (INCLUDING EMPLOYEES, CO-WORKERS OR
INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE CONTENT LICENSED THROUGH
YOUR ACCOUNT.
IF YOU PURCHASE A "TEAM SUBSCRIPTION" THE RIGHT TO LICENSE, DOWNLOAD AND USE
CONTENT IS LIMITED TO THE NUMBER OF USERS PERMITTED BY THAT TEAM SUBSCRIPTION.
SHUTTERSTOCK’S "PREMIER PLATFORM" GRANTS ACCESS AND USAGE RIGHTS TO UNLIMITED
USERS AMONG OTHER ADDITIONAL RIGHTS.
IF YOU ARE PURCHASING A SUBSCRIPTION TO A SHUTTERSTOCK SERVICE, SUCH SERVICE IS
SUBJECT TO THE SOFTWARE-AS-A-SERVICE TERMS AVAILABLE "HERE"
If you require access and usage rights for more than one natural person, please
contact Customer Service (Phone: Inside US 1-866-663-3954, Outside US
1-646-419-4452 Email: Customer Support or our Premier Team). For clarity, if a
user is acting in an employment capacity, the employer will be deemed the
licensee for the purposes of the license.
* "Content" means all content available for license from the Shutterstock
website, including Images, Video, Editorial, and Music (as defined herein.)
* "Video" means any moving images, animations, films, videos or other
audio/visual representations, video elements, visual effects elements,
templates, graphics packs, and motion design projects excluding still images,
recorded in any format (a/k/a “Footage” in prior versions of the TOS).
* "Image(s)" means still photographs, vectors, drawings, graphics, and the
like.
* "Music" means any musical compositions, master recordings, and any other
recordings containing sounds or a series of sounds, in all formats, now known
and hereinafter developed.
* "Editorial" means still photographs and video appearing under the Editorial
tab/section.
* "Visual Content" shall refer collectively to Editorial, Images, and Video.
PART I – VISUAL CONTENT LICENSES
1. Shutterstock hereby grants you a non-exclusive, non-transferable right to
use, modify (except as expressly prohibited herein) and reproduce Visual
Content worldwide, in perpetuity, as expressly permitted by the applicable
license and subject to the limitations set forth herein:
a. IMAGE LICENSES
i. A STANDARD IMAGE LICENSE grants you the right to use Images:
1. As a digital reproduction, including on websites, in online
advertising, in social media, in mobile advertising, mobile
"apps", software, e-cards, e-publications (e-books, e-magazines,
blogs, etc.), email marketing and in online media (including on
video-sharing services such as YouTube, Dailymotion, Vimeo,
etc., subject to the budget limitations set forth in sub-section
I.a.i.4 below);
2. Printed in physical form as part of product packaging and
labeling, letterhead and business cards, point of sale
advertising, CD and DVD cover art, or in the advertising and
copy of tangible media, including magazines, newspapers, and
books provided no Image is reproduced more than 500,000 times in
the aggregate;
3. As part of an "Out-of-Home" advertising campaign, including on
billboards, street furniture, etc., provided the intended
audience for such campaign is less than 500,000 gross
impressions.
4. Incorporated into film, video, television series, advertisement,
or other audio-visual productions for distribution in any medium
now known or hereafter devised, without regard to audience size,
provided the budget for any such production does not exceed USD
$10,000;
5. For your own personal, non-commercial use (not for resale,
download, distribution, or any commercial use of any kind)
ii. AN ENHANCED IMAGE LICENSE grants you the right to use Images (which
rights are in addition to 1-5 above and exclusive to Enhanced Image
Licenses):
1. In any manner permitted under a Standard Image License, without
any limitation on the number of reproductions, impressions, or
budget;
2. Incorporated into merchandise intended for sale or promotional
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).
3. In wall art (and without requiring further creative or
functional elements) for decorative purposes in a commercial
space owned by you or your client, and not for sale.
4. Incorporated as elements of digital templates for sale or
distribution.
iii. If the Standard or Enhanced Image licenses do not grant the rights
you require please contact Customer Service. (Phone: Inside US
1-866-663-3954, Outside US 1-646-419-4452 Email: Customer Support)
b. VIDEO LICENSES
i. A STANDARD VIDEO USE LICENSE grants you the right to use Video:
1. in a multi-media production displayed or distributed via the
web, on social media, using so-called "Apps", or as otherwise
disseminated in accordance herewith (see restrictions for
distribution limitations), provided the audience for such
production does not exceed 500,000, it being understood that the
use of Video in a multi-media production distributed via
broadcast, cable network, OTT video service, or in theaters is
expressly prohibited under this license, irrespective of
audience size;
2. in connection with a live performance, provided the audience for
all such performances does not exceed 500,000 people;
3. on websites.
ii. AN ENHANCED VIDEO USE LICENSE grants you the right to use Video:
1. in a multi-media production displayed or distributed via the
web, on social media, using so-called "Apps", and expressly
including the right to distribute via broadcast, cable network,
OTT video service, or in theaters, with no limitation on
audience size;
2. in connection with a live performance, with no limitation on
audience size;
3. In Digital Templates for resale, for up to (but not exceeding)
1,000 licenses to such digital templates;
4. on websites.
iii. If the Video Use License does not grant the rights you require,
please contact Customer Service. (Phone: Inside US 1-866-663-3954,
Outside US 1-646-419-4452 Email: Customer Support)
iv. A VIDEO COMP LICENSE grants you the right to use watermarked, low
resolution Video as a comp (the "Comp Video") solely in test,
sample, comp, or rough cut evaluation materials. Video Comp
Licenses do not permit you to display or distribute to the public
or incorporate into any final materials any such Video. Comp Video
can be edited, but you may not remove or alter the Shutterstock
watermark. Comp Video is available to license under the Video Use
License at the time it is downloaded as Comp Video, but
Shutterstock makes no guarantees and shall have no obligation to
ensure that Comp Video will be available for license at any time
thereafter.
c. EDITORIAL LICENSE
i. AN EDITORIAL LICENSE grants you the right to make a single,
editorial use of an item of Editorial content, which single use may
be distributed worldwide, in perpetuity.
ii. A "single use" for the purposes of this license permits the use of
Editorial content in a single context (i.e., a news story, blog
post, page of a publication) a single time, provided you shall have
the right to distribute that use in-context across unlimited
mediums and distribution channels. For example, the use of
Editorial content to illustrate a printed article, maybe reused on
a blog, on social media, etc., provided it is in-context to the
original printed article. Any use not in-context to the original
printed article would require an additional license.
iii. An "editorial use" for the purposes of this license shall be a use
made for descriptive purposes in a context that is newsworthy or of
human interest and expressly excludes commercial uses such as
advertising or merchandising.
iv. Any use of Editorial Content licensed hereunder is further subject
to those express restrictions set forth in Part I, Section 4
(prohibiting any use distributed via broadcast/cable/OTT, on
publication covers, and in print runs in excess of 500,000) as well
as any “special restrictions” (e.g., geographical or
industry-specific usage restrictions) indicated on the image detail
page and/or included in the metadata attached to an item of
Editorial Content.
v. All Editorial content shall be deemed "Editorial Use Only" for the
purposes of this TOS.
vi. Not all Editorial content is available for license from the
Shutterstock website, nor may it be available from all
subscriptions. You understand that the Editorial content available
for license can change at any time and you shall have no right to
demand to license any particular item of Editorial content. If you
want to license any Editorial content not available for license
from the website, please contact Customer Service. (Phone: Inside
US 1-866-663-3954, Outside US 1-646-419-4452 Email: Customer
Support)
2. RESTRICTIONS ON USE OF VISUAL CONTENT
YOU MAY NOT:
a. Use Visual Content other than as expressly provided by the license you
purchased with respect to such Visual Content.
b. 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 connection with the advertisement or promotion of tobacco
products; c) 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; d) as suffering from,
or medicating for, a physical or mental ailment; or e) engaging in
immoral or criminal activities.
c. Use any Visual Content in a pornographic, defamatory, or deceptive
context, or in a manner that could be considered libelous, obscene, or
illegal.
d. Modify Visual Content designated "Editorial Use Only" in a manner that
changes the context of what is depicted.
e. Use Visual Content designated "Editorial Use Only" (including, but not
limited to, Editorial content) for commercial purposes, including for
reference, in any advertising, merchandise or other non-editorial
contexts.
f. Resell, redistribute, provide access to, share or transfer any Visual
Content except as specifically provided herein. For example and not by
way of limitation, the foregoing prohibits displaying Content as, or as
part of, a "gallery" of content through which third parties may search
and select from such content.
g. 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.
h. Use any Visual Content (in whole or in part) as a trademark, service
mark, logo, or other indication of origin, or as part thereof.
i. 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.
3. RESTRICTIONS SPECIFIC TO VIDEO
a. Use "stills" derived from Video except solely in connection with the
in-context marketing, promotion, and advertising of your derivative works
incorporating Video.
4. RESTRICTIONS SPECIFIC TO EDITORIAL
a. Use any Editorial content in a multi-media production distributed via
broadcast, cable network, OTT video service (e.g. Netflix, Hulu, Amazon),
or in theaters, or in related promotional materials.
b. Use any Editorial content on a publication cover, jacket, or other
packaging related to the underlying use.
c. Use any Editorial content in a publication with a print run in excess of
500,000 copies.
5. CREDIT AND COPYRIGHT NOTICES
a. The use of Images and Video in connection with news reporting,
commentary, publishing, or any other "editorial" context, shall be
accompanied by an adjacent credit to the Shutterstock contributor and to
Shutterstock in substantially the following form:
"Name of Artist/Shutterstock.com"
b. Editorial credits shall take the following form:
"Name of Artist / Agency / Shutterstock"
c. If and where commercially reasonable, the use of Images or Video in
Merchandise or an audio-visual production shall be accompanied by a
credit to Shutterstock in substantially the following form:
"Image(s) or Video (as applicable), used under license from
Shutterstock.com"
d. Credit attributions are not required in connection with any other use of
Video or Images unless another stock content provided is afforded credit
in connection with the same use. For clarity, attribution is always
required for Editorial content.
e. 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.
PART II - MUSIC LICENSES
1. For the purposes of Part II of this TOS, the terms below shall have the
following meanings:
a. “Advertising” means a Production of not more than three-minutes in
duration, that conveys an openly-sponsored, non-personal message to
promote or sell a product and/or service.
b. “Entertainment Production” means a Production that is not Advertising and
intended for entertainment purposes.
c. “DVD” means any tangible device now or hereafter devised, including
without limitation, DVDs and Blu-ray discs, on which is recorded the
Production and which can be accessed through a DVD or Blu-ray player or
other hardware capable of playing such tangible device.
d. “Production” means: (i) one (1) audio-visual project in which Licensed
Music is synchronized in timed relation with moving or still images; or
(ii) one (1) audio-only project in which Licensed Music is synchronized
to narration in the context of a podcast episode, radio documentary, or
radio advertisement (each such permitted use inclusive of so-called ‘cut
down’ versions thereof).
e. “Licensed Music” means the Music made available as part of the Content
and accessible via https://www.shutterstock.com/music/search
f. “Personal Use” means, in respect of a Production distributed via a Video
Sharing Platform, a Production in respect of which not more than
USD$4,999 has been spent (in aggregate) promoting, advertising, and/or
marketing such Production.
g. “PRO-free Music” means those selections of Licensed Music tagged as
“PRO-free”.
h. “Websites” means all online use (accessed via a web-browser, and not, for
clarity, via an application), excluding Social Media Platforms (and
similar or analogous platforms not expressly mentioned herein) and Video
Sharing Platforms (and similar or analogous platforms not expressly
mentioned herein);
i. “Social Media Platforms” means Instagram, Facebook, Twitter, Twitch,
TikTok, and such additional platforms as Shutterstock shall determine in
its sole and absolute discretion.
j. “Television” means linear television programming distributed via
broadcast, satellite, so-called ‘IPTV’, and/or cable television, but
specifically excludes OTT video services (e.g. Netflix, Hulu, Amazon,
Disney+, Apple+, and similar or analogous services);
k. “Video Sharing Platform” means YouTube (www.youtube.com), Vimeo
(www.vimeo.com), and such additional web-based video-sharing platforms as
Shutterstock shall determine in its sole and absolute discretion.
l. “Pilot” means a Production, not to exceed 44 minutes in duration, which
constitutes an initial episode of a potential series;
m. “Public Broadcaster” means a broadcast television undertaking funded
predominantly by government and/or viewer support, on a not-for-profit
basis, including without limitation, PBS in the United States;
n. “Podcast Distribution Platform” means any online portal through which
podcasts may be accessed, streamed, and/or downloaded.
o. “Student Project” means, in respect of any Production, or other permitted
use herein (other than Advertising), one that is non-commercial, and
undertaken by a student as part of a course of study with an accredited
educational institution.
p. “Theatrical Use” means exhibition in commercial cinemas;
2. MUSIC LICENSES
Shutterstock grants you a non-exclusive, non-transferable right to
synchronize Licensed Music in a Production, which Production may be
distributed worldwide, in perpetuity, pursuant to the license you purchase
(from among the two license types set forth below), and subject to the
restrictions set forth in Part II Section 3 hereof:
a. STANDARD MUSIC LICENSE: A “Standard Music License” grants you the
following rights and entitlements (for clarity, all rights and
entitlements detailed in the Enhanced License are expressly excluded from
the Standard Music License):
i. the non-exclusive right to synchronize Licensed Music in timed
relation with a Production distributed via, or otherwise made
available, or hosted via:
1. Websites;
2. Social Media Platforms;
3. Video Sharing Platforms provided such distribution is for Personal
Use only; and
4. Podcast Distribution Platforms, but solely in respect of
audio-only Productions, in the nature of a podcast.
5. Theatrical Use, but solely in respect of Student Projects
ii. the non-exclusive right to reproduce and perform Licensed Music in,
and in connection with, plays and similar live performances, but
solely to the extent the same are Student Projects.
b. ENHANCED MUSIC LICENSE: An “Enhanced Music License” grants you the same
rights as under a Standard Music License together with the non-exclusive
right to synchronize Licensed Music in timed relation with a Production,
including all forms of Advertising, distributed via:
i. Television, in a single country, provided that any distribution of
an Entertainment Production via Television shall be further
restricted to a Pilot only; or that which is commissioned by, and
available solely via a Public Broadcaster;
ii. Radio, in a single country;
iii. physical point of sale locations, trade shows, in-store displays,
and industrial events, provided in all cases such use is restricted
to a single country;
iv. DVD, but not to exceed 1000 copies;
v. computer software applications (including mobile applications, or
“apps”, and video games), but not to exceed 1000 copies or downloads
(in aggregate).
c. COMP MUSIC LICENSE: A Comp Music License grants you the right to
synchronize watermarked Music solely in test, sample, comp, or rough cut
evaluation materials related to a Production. The Comp Music License
expressly prohibits distributing Music to the public in any form or
incorporating Music into any final materials. You may not remove or alter
the Shutterstock watermark from Music under any circumstances
3. RESTRICTIONS ON THE USE OF MUSIC.
YOU MAY NOT:
a. Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or
distribute to any third-party the Licensed Music or the right to use the
Licensed Music separate and apart from the Production in which (pursuant
to your license) it is embodied;
b. Resell, redistribute, provide access to, share or transfer any Licensed
Music except as specifically provided herein;
c. Manufacture, distribute, sell or otherwise exploit "records", CDs, mp3s
or any other audio product embodying sound alone which incorporates
Licensed Music, other than an audio-only Production expressly described
in the definition of "Production" above. For the purpose of this
sub-section the term "records" means all forms of reproductions, whether
now known or hereafter devised, manufacture or distributed primary for
home use, school use, or juke box use, embodying sound alone (excluding
synchronized material);
d. Use the Licensed Music in connection with other material that is
pornographic, defamatory, libelous, obscene, immoral, illegal or that
otherwise violates any right(s) of any third party(ies);
e. Violate export laws, restrictions or regulations, by shipping,
transferring or exporting Music into any country in violation of any
export laws, restrictions or regulation;
f. Use, sell, sublicense, reproduce, distribute, display, incorporate into
or otherwise make Licensed Music, in whole or in part, available as, or
as part of, production library content, or downloadable files or include
the Licensed Music or any derivative work incorporating the Licensed
Music in any other stock product, library, or collection;
g. Remix, mashup, or otherwise alter the Licensed Music, except that you may
engage in basic editing of the Licensed Music (e.g., setting start/stop
points, determining fade-in/fade-out points, etc.) in connection with the
exercise of the license granted under this agreement;
h. Use Licensed Music in an audio-only Production in which music is the
primary content.
4. Except for the PRO-free Music in the event any public performance licenses
are required in connection with your use of the Licensed Music as authorized
under this TOS, you shall be responsible for obtaining such licenses at your
sole expense. Notwithstanding anything to the contrary contained in this
TOS: (a) in the event the laws of any jurisdiction require that, in order to
avoid infringement or the violation of any third party rights, licenses be
obtained from collection societies or similar entities for or in connection
with activities otherwise authorized under this TOS, you shall be
responsible for obtaining and paying for such licenses at your sole expense;
and (b) this agreement does not include any so-called "moral rights" or like
rights. You will file complete and accurate “cue sheets” with the
appropriate Performing Rights Organization(s) and furnish a copy of each
such cue sheet to Shutterstock via email to cuesheets@shutterstock.com. This
obligation shall apply to all Licensed Music other than the PRO-free Music.
5. Notwithstanding the foregoing or anything to the contrary herein, and in
respect of the PRO-free Music, you acknowledge and agree that nothing herein
shall preclude Shutterstock from making a claim for a share of any so-called
“black box” funds or any funds paid, or payable, by any collection society
or otherwise by way of general distribution on a country by country basis.
In addition, in the event that any PRO-free Music is publicly performed (or
made available for performance) by any entity engaged in the exhibition or
other transmission of programming (each a “Downstream Distributor”), and
such exhibition gives rise to the payment by such Downstream Distributor of
fees or royalties to a performing rights organization in any jurisdiction,
nothing herein shall be preclude Shutterstock from making a claim for a
share of such monies, it being acknowledged that where a Downstream
Distributor is not licensed for the performance of Music through licenses
with performing rights organizations, then the use of the PRO-free Music as
incorporated into a Production distributed, exhibited, and/or transmitted by
such *Downstream Distributor shall be deemed to be direct and there shall be
no obligation (created herein) upon such Downstream Distributor to obtain
any license from any performing rights organization in respect of such use.
6. You may publish Productions incorporating Music on third party
"user-generated" content distribution platforms (e.g., YouTube) (each a "UGC
Platform"). You may not claim ownership of the Music or otherwise register
any Music with any UGC Platform even as synchronized with your own
Production. If you become aware that any third party claims any ownership
interests in any Music, you agree to promptly notify Shutterstock of each
such claim.
7. When incorporating the Music in the type of Production in which copyright
attribution is customary, you shall provide credit in substantially the
following form:
"'[Music Title]' performed by [Artist], used under license from
Shutterstock"
PART III - WARRANTIES AND REPRESENTATIONS
1. Shutterstock warrants and represents that:
a. Shutterstock's contributors have granted Shutterstock all necessary
rights in and to the Content to grant the rights set forth in Part I or
Part II as applicable.
b. Video and Images in its original unaltered form and used in full
compliance with this TOS and applicable law, will not: i) infringe any
copyright, trademark or other intellectual property right; ii) violate
any third parties' rights of privacy or publicity; iii) violate any US
law, statute, ordinance, or regulation; or iv) be defamatory, libelous,
pornographic or obscene.
c. Editorial content in the original unaltered form and used in full
compliance with this TOS and applicable law, will not infringe a third
party’s copyright, it being understood that the foregoing warranty does
not apply to elements depicted in the Editorial content.
2. While Shutterstock makes commercially reasonable efforts to ensure the
accuracy of keywords and descriptions, as well as the integrity of Visual
Content designated "Editorial Use Only", SHUTTERSTOCK MAKES NO WARRANTIES
AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; OR
II) AUDIO IN VIDEO. For the sake of clarity, Shutterstock will not indemnify
or have any liability in respect of any claims arising from inaccurate
keyword, titles or descriptions, any audio in Video.
3. SHUTTERSTOCK MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN
THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.
PART IV - INDEMNIFICATION AND LIABILITY
1. Subject to the terms hereof, and provided that you have not breached the
terms of this or any other agreement with Shutterstock, Shutterstock 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 Shutterstock’s breach of the express warranties and
representations made in Part III hereof, together with associated expenses
(including reasonable attorneys’ fees). Indemnification is conditioned upon
you notifying Shutterstock, in writing, of any such claim or threatened
claim, no later than five (5) business days from the date you know or
reasonably should have known of the claim or threatened claim. Such
notification must include all details of the claim then known to you (e.g.,
the use of Content at issue, the name and contact information of the person
and/or entity making the claim, copies of any correspondence received and/or
sent in connection with the claim). The notification must be emailed to
Shutterstock at legal-notices@shutterstock.com, with a hard copy to
Shutterstock, 350 5th Avenue, 21st Floor, New York, New York, 10118,
Attention: General Counsel, via certified mail, return receipt requested; or
ii) overnight courier, recipient’s signature required. Shutterstock shall
have the right to assume the handling, settlement or defense of any claim or
litigation to which this indemnification applies. You agree to cooperate
with Shutterstock in the defense of any such claim and shall have the right
to participate in any litigation at your own expense. You agree that
Shutterstock is not liable for any legal fees and/or other costs incurred by
you or on your behalf prior to Shutterstock having a reasonable opportunity
to analyze such claim’s validity.
2. Shutterstock shall not be liable for any damages, costs or losses arising as
a result of modifications made to the Content or due to the context in which
you use the Content.
3. Limits of Liability: Shutterstock’s total maximum aggregate obligation and
liability (the "Limit of Liability") arising out of each of Customer’s:
1. Standard Image Licenses shall be USD $10,000.
2. Enhanced Image Licenses shall be USD $250,000.
3. Standard and Enhanced Video Use Licenses shall be USD $10,000.
4. Editorial Licenses shall be USD $25,000.
5. Standard or Enhanced Music Licenses shall be limited to the license fee
paid by you for the applicable Music asset.
If you have questions about the foregoing, please contact Customer Service.
(Phone: Inside US 1-866-663-3954, Outside US 1-646-419-4452 Email: Customer
Support)
4. You will indemnify and hold Shutterstock, its officers, employees,
shareholders, directors, managers, members and suppliers, harmless against
any damages or liability of any kind arising from any use of the Visual
Content other than the uses expressly permitted by this TOS. You further
agree to indemnify Shutterstock for all costs and expenses that Shutterstock
incurs in the event that you breach any of the terms of this or any other
agreement with Shutterstock.
PART V - ADDITIONAL TERMS
1. Except when required by law, Shutterstock shall be under no obligation to
issue refunds under any circumstances. All fees are non-refundable, even if
your subscription is terminated before its expiration. You authorize
Shutterstock to charge you all subscription fees for the duration of the
term agreed to at the time of purchase. In the event that Shutterstock
determines that you are entitled to a refund of all or part of the fees you
paid, such refund shall be made using the payment method originally used by
you to make your purchase. If you reside in the European Union and you
cancel your account within fourteen (14) days of making payment to
Shutterstock, provided that you have not yet downloaded or licensed any
Visual Content, Shutterstock, will refund the payment made by you in
connection with such cancelled account. To cancel your account, please
contact Customer Service. (Phone: Inside US 1-866-663-3954, Outside US
1-646-419-4452 Email: Customer Support).
2. Following the expiration of your subscription plan, such plan will
automatically renew on the same terms as your original plan purchase. You
can disable automatic renewal at any time prior to renewal using your
account settings. You expressly grant Shutterstock the right to charge you
for each automatic renewal until you timely disable automatic renewal.
3. The fees charged by Shutterstock are exclusive of taxes, and all such
taxes, direct or indirect, shall be in addition to any fees related to the
products you are buying. If Shutterstock is required to collect indirect
and/or transactional taxes (such as sales tax, value-added tax, goods and
services tax, et al) under the laws of your state or country of residence,
you shall be liable for payment of any such indirect tax. Where
Shutterstock or you are required to collect or remit direct or indirect
taxes, you may be required to self-assess said tax under the applicable
laws of your country of residence.
4. "Non-transferable" as used herein means that except as specifically
provided in this TOS, you may not sell, rent, load, give, sublicense, or
otherwise transfer to anyone, Content or the right to use Content. You may
however, make a one-time transfer of Content to a third party for the sole
purpose of causing such third party to print and/or manufacture your goods
incorporating Content subject to the terms and conditions herein. If you
become aware that any social media website uses any Content in a manner
that exceeds your license hereunder, you agree to remove all derivative
works incorporating Content from such Social Media Site, and to promptly
notify Shutterstock of each such social media website's use. You agree to
take all commercially reasonable steps to prevent third parties from
duplicating any Content. If you become aware of any unauthorized
duplication of any Content please contact Customer Service. (Phone: Inside
US 1-866-663-3954, Outside US 1-646-419-4452 Email: Customer Support).
5. Upon notice from Shutterstock or if you learn that any Content is subject
to a threatened or actual claim of infringement, violation of another
right, or any other claim for which Shutterstock may be liable, or if
Shutterstock removes any Content due to perceived business risk as
determined in Shutterstock's reasonable discretion and gives you notice of
such removal, you will remove the Content from your computer systems and
storage devices (electronic or physical) and, if possible, cease any future
use of the removed Content at your own expense. Shutterstock shall provide
you with comparable Content (which comparability will be determined by
Shutterstock in its reasonable commercial judgment) free of charge, but
subject to the terms and conditions of this TOS.
6. If you use any Content as part of work product created for or delivered to
a client or customer, you will disclose the identities of such clients or
customers to Shutterstock, upon Shutterstock’s reasonable request.
7. Arbitration.
1. Any controversy or claim arising out of or relating to this TOS, or the
breach thereof, shall be settled by binding individual (not class)
arbitration administered under the Commercial Arbitration Rules of the
American Arbitration Association or of the International Centre for
Dispute Resolution in effect on the date of the commencement of
arbitration, rather than in court, and judgment on the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction
thereof or having jurisdiction over the relevant party or its assets.
The place of arbitration shall be the state and county of New York. The
language of the arbitration shall be English. There shall be one
arbitrator to be mutually agreed by the parties. Each party shall bear
its own costs in the arbitration. Both parties agree that the following
claims are exceptions to the Arbitration Agreement and will be brought
in a judicial proceeding in a court of competent jurisdiction: (i) any
claim related to actual or threatened infringement, misappropriation or
violation of a party’s copyrights, trademarks, trade secrets, patents,
or other intellectual property rights; (ii) any claim seeking emergency
injunctive relief based on exigent circumstances (e.g., imminent danger
or commission of a crime, hacking, cyber-attack) (iii) any claim arising
solely from Customer’s alleged failure to pay fees due to Shutterstock.
This arbitration provision will survive termination of this TOS.
2. YOU AND SHUTTERSTOCK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER
ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS
MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you
and Shutterstock agree, no arbitrator or judge may consolidate more than
one person’s claims or otherwise preside over any form of a
representative or class proceeding. The arbitrator may award injunctive
relief only in favor of the individual party seeking relief and only to
the extent necessary to provide relief warranted by that party’s
individual claim. You and Shutterstock acknowledge and agree that we are
each waiving the right to a trial by jury as to all arbitrable disputes
under this TOS.
3. If a court decides that applicable law precludes enforcement of any of
the limitations in this Part V, Section 7 as to a particular claim for
relief, then that claim (and only that claim) must be severed from the
arbitration and may be brought in court.
8. Neither party may assign this agreement, without the prior written approval
of the other party, except that Shutterstock may assign this agreement to a
subsidiary, an affiliated company within the Shutterstock group, the entity
that results from a merger or other corporate reorganization involving
Shutterstock, or an entity that acquires all or substantially all of
Shutterstock’s assets or capital stock.
9. This TOS shall be construed neither against nor in favor of any party, but
rather in accordance with the fair meaning of the language hereof. This TOS
is governed by and shall be construed in accordance with the laws of the
applicable jurisdiction set forth in Section 5.24, without respect to its
conflict of laws principles.
10. If you are entering into this TOS on behalf of your employer or other
entity, you warrant and represent that you have the full right and
authority to do so. In the event that you do not have such authority, you
agree that you will be personally liable to Shutterstock for any breaches
of the terms of this TOS. You hereby grant Shutterstock a worldwide,
non-exclusive, limited license to use your trademarks in Shutterstock's
promotional materials, including a public customer list. Shutterstock's use
of your trademarks shall at all times conform to your then-current
trademark use policies as made available to Shutterstock and shall at all
times inure to your benefit. Shutterstock further agrees that it will use
commercially reasonable efforts to terminate any particular use of your
trademark no later than thirty (30) days from the date of receipt by
Shutterstock of your email request to legal-notices@shutterstock.com.
11. The number of Content downloads available to you is determined by the
product you purchase. For the purposes of this TOS, a day is defined as the
twenty four (24) hour period beginning at the time your product is
purchased. A month is defined as a calendar month beginning on and
including the date that you purchase your product and ending on that date
which is the earlier of (i) the same date as your purchase in the following
month or (ii) the last day of the following month. By way of example, if
you purchase a monthly subscription on March 5, it will renew on April 5.
If you purchase a monthly subscription on August 31, your subscription will
renew on September 30.
12. Unless otherwise specified in the coupon, any coupon or discount code
applied to a purchase hereunder shall apply only to the first payment made
in connection with such purchase.
13. If any individual term of this TOS is found to be invalid or unenforceable
by any legal or regulatory body of competent jurisdiction, such finding
will be limited solely to such invalid or unenforceable part, without
affecting the remaining parts of such individual term, or any other part of
this TOS, so that this TOS shall otherwise remain in full force and effect.
14. You expressly agree that any feedback provided to you by Shutterstock or
its representatives regarding any questions you may have about this TOS or
your use of Content licensed hereunder, is solely for the purpose of
interpreting this TOS and is not legal advice. Shutterstock cannot render
legal advice to you and expressly disclaims any liability of any kind
related to any feedback provided by Shutterstock or its representatives.
15. It is expressly understood and agreed that this TOS is entered into solely
for the mutual benefit of the parties herein and that no benefits, rights,
duties, or obligations are intended by this TOS as to third parties.
16. In the event that you breach any of the terms of this or any other
agreement with Shutterstock, Shutterstock shall have the right to terminate
your account without further notice, in addition to Shutterstock's other
rights at law and/or equity. Shutterstock shall be under no obligation to
refund any fees paid by you in the event that your account is terminated by
reason of a breach.
17. Except as expressly set forth in the applicable license and warranties
sections herein, Shutterstock grants no rights and makes no further
warranties. Shutterstock only has model or property releases where
expressly indicated on the Shutterstock website.
18. Shutterstock's liability under any individual license purchased hereunder
shall not exceed the "Limit of Liability" applicable to the license in
effect at the time you know or should have known of the claim, and is
without regard to the number of times the subject Content is licensed or
used by you.
19. Except as specifically provided in Part IV hereof, in no event, will
Shutterstock's total aggregate liability to you or any third party claiming
through you, arising out of or in connection with your use of or inability
to use the Shutterstock websites and/or Content contained thereon (whether
in contract, tort or otherwise) exceed the monetary amount actually
received by Shutterstock from you for the applicable Content license.
20. Neither Shutterstock nor any of its officers, employees, managers, members,
shareholders, directors or suppliers shall be liable to you or to any other
person or entity for any general, punitive, special, indirect,
consequential or incidental damages, or lost profits or any other damages,
costs or losses arising out of your use of the Content, Shutterstock's
breach of this agreement, or otherwise, unless expressly provided for
herein, even if Shutterstock has been advised of the possibility of such
damages, costs or losses.
21. Except as expressly set forth in Part III, all Content is provided "as is"
without warranty of any kind, either express or implied, including, but not
limited to the implied warranties of non-infringement, merchantability, or
fitness for a particular purpose. Some Content may contain elements that
require additional clearance if the Content is modified or used in a
particular context. If you make such modification or use Content in such
context, you are solely responsible for obtaining any additional clearances
thereby required.
22. Shutterstock does not warrant that the Content, Shutterstock 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 Content is solely with you.
23. In the event that you use fraudulent credit card information to open an
account or otherwise engage in any criminal activity affecting
Shutterstock, Shutterstock will promptly file a complaint with www.ic3.gov,
the internet crime complaint center, a partnership between the Federal
Bureau of Investigation (FBI) and the National White Collar Crime Center.
24. Shutterstock contracting party and choice of law. Subscriptions and
purchases initiated before March 15, 2021 are contracted with Shutterstock,
Inc., including all subsequent installment payments and automatic renewals
until cancelled. Subscriptions from March 15, 2021 but before May 17, 2022,
are contracted with the Shutterstock entity identified in the TOS in effect
at the time of your initial purchase, including all subsequent installment
payments and automatic renewals until cancelled. For new subscriptions and
purchases initiated from May 17, 2022, your country of residence is the
same as your billing address, as same is provided by you to Shutterstock in
connection with your account.
Your Country of ResidenceShutterstock contracting party and “Shutterstock”
hereunderChoice of LawArbitration LocationUnited States, Canada, India,
Brazil, Germany, Netherlands, France, Italy, Spain,Austria, Belgium,
Greece, Portugal, Finland, Cyprus, Slovenia, Luxembourg, Malta, and
ReunionShutterstock, Inc.350 Fifth Avenue, 21st Floor, New York, NY 10118,
United States.New YorkNew York County, New YorkRest of WorldShutterstock
Ireland Ltd.34-37 Clarendon St, 2nd floor, Dublin 2, D02 DE61,
Ireland.IrelandDublin, Ireland
EFFECTIVE DATE: May 17, 2022
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