Editorial Image License Agreement

The Editorial Image License Agreement was last updated on February 21, 2013.

The www.Crestock.com website (the "Website") is a searchable collection of images provided by Crestock Corporation ("Crestock") to users of stock images subject to the payment of licensing fees. You are first required to register on the Website as a "Member" in order to enter into this Editorial License Agreement to license and download any Editorial Image.

This document governs the terms and conditions under which you may download and use Editorial Images and forms a legal agreement (the "Editorial License Agreement") between Crestock and you, your company, your employer, your client and the End User of any Editorial Image, as the case may be, (collectively referred to herein as "you").

This Editorial License Agreement is in addition to the Website Terms & Conditions and the Membership Agreement that you have previously accepted. In the event of any inconsistency between this Editorial License Agreement, the Membership Agreement, and/or the Website Terms & Conditions (both of which are hereby incorporated into this Editorial License Agreement), the terms of this Editorial License Agreement will prevail.

You are required to read this Editorial License Agreement and accept all of its provisions by clicking on the "I have read and agree..." box before you may download any Image from the Website. By so doing, you confirm that you will abide by and be bound by this Editorial License Agreement.

2.1.
"Business Day" means any consecutive 24 hour period excluding 12:00 a.m. to 11:59 p.m. on any Saturday, Sunday or statutory holiday in Canada or the U.S.A.
2.2.
"Crestock Credits" means the currency purchased from Crestock by its Members through the Website and which may be used by Members to purchase one or more Licenses.
2.3.
"Editorial Image" means any photograph, illustration, digital art or other form of image identified as an Editorial Image on the Website that may only be licensed for editorial non-commercial purposes – e.g. use relating to events that are newsworthy or of public interest.
2.4.
"End User" means the ultimate beneficiary of a License – e.g. if you are acquiring a License to provide the Editorial Image to a magazine for an article you are writing.
2.5.
"Extended License" means a License which provides you with additional rights pursuant to Section 7 and subject to the payment of additional fees.
2.6.
"License" means the terms and conditions of this Editorial License Agreement that govern the granting of any permission by Crestock for you to reproduce or use any Editorial Image in exchange for payment as further detailed in Section 4.
2.7.
"Licensed Editorial Image" means an Editorial Image for which a License has been granted to you by Crestock.
2.8.
"Licensed Editorial Work" means any medium, including (without limitation) any printed material, electronic media, and/or website incorporating a Licensed Editorial Image.
2.9.
"Seat License" means a License that permits more than one person to use and/or store a Licensed Editorial Image, pursuant to Section 8 and subject to the payment of additional fees.
3.1.
Copyright. All Editorial Images are the property and copyright of Crestock and/or its licensors. The Editorial Images are protected by national copyright laws, international treaty provisions and other applicable laws. They may not be copied or reproduced in any manner whatsoever unless you have obtained a License from Crestock pursuant to this Editorial License Agreement. All rights are reserved by Crestock and its licensors.
3.2.
Unauthorized Use of Images. Unless you have paid for a license from Crestock:
3.2.1.
It is illegal to copy or use any portion of any Editorial Image whether (without limitation) by photographic means, scanning, digital copying, saving it to any computer, posting it to any Website, or as a reference for another image.
3.2.2.
Any unauthorized use, publication or transmission of any Editorial Image arising from your activities is an infringement of copyright and you will be responsible for any fees, damages and/or compensation arising from such unauthorized use.
4.1.
Grant of License. Upon receipt of full payment from you, Crestock will grant you a perpetual, non-exclusive, non-transferable, worldwide license to use the Licensed Editorial Image, subject to the restrictions contained in this Editorial License Agreement. Subject to the restrictions listed below, you may use the Licensed Editorial Image in any print, online, film, video, mobile application, broadcast or multi-media product for editorial use for any End User pursuant to this Editorial License Agreement, provided such products are not intended to allow the re-distribution or re-use of the Editorial Image.
4.2.
Permitted sharing. Notwithstanding the restrictions in Section 5, in order for you to use the Licensed Editorial Image as contemplated in this Agreement, you may transfer files containing the Licensed Editorial Image to other persons, including any End User, to enable the reproduction, display or publication of the Licensed Editorial Image in a Licensed Editorial Work, provided that such persons will have no other rights whatsoever rights to use the Licensed Editorial Image in any way.
5.1.
You may not, under any circumstances:
5.1.1.
use any Licensed Editorial Image for commercial, promotional, endorsement, advertising, or merchandising use;
5.1.2.
modify or alter a Licensed Editorial Image, except for standard color correction or minor cropping to accommodate design requirements or space limitations;
5.1.3.
loan, rent, share, transfer or grant any rights to the Licensed Editorial Image to any person or organization without the prior written consent of Crestock including, without limitation, for any compilation, derivative or collective work containing such Licensed Editorial Image, except as permitted in Section 4.2;
5.1.4.
sell, resell, license, sublicense, rent, loan or otherwise transfer or distribute a Licensed Editorial Work in such a way that permits other persons to extract, download or access the Licensed Editorial Image as a stand-alone file;
5.1.5.
incorporate the Licensed Editorial Image into a logo, trademark or service mark;
5.1.6.
provide the Licensed Editorial Image as a downloadable product to other persons for any purposes whatsoever; or
5.1.7.
use the Licensed Editorial Image to compete with Crestock in the business of supplying or licensing Images to other persons.
5.2.
Unless you acquire an Extended License, you may not:
5.2.1.
use the Licensed Editorial Image in any printed product that will, in aggregate, exceed 250,000 copies; or
5.2.2.
use the Licensed Editorial Image on the front page of a printed newspaper or the cover of a printed magazine or book.
5.3.
Unless you acquire a Seat License, you may not store the Licensed Editorial Image on more than one computer or make it accessible to any other person across a network or permit or enable any other person (including, for the avoidance of doubt, any other person at your company or work environment) to copy, store or use the Licensed Editorial Image in any way except as may reasonably be required pursuant to Section 4.2 re permitted sharing.
6.1.
Verification of information. You are responsible for the verification of all information (including captions) with respect to any Licensed Editorial Image.
6.2.
No Third Party Releases or Publicity Rights.
Consistent with the provisions of subsection 5.1.1, you understand and agree that there are no model releases, property releases or other releases or publicity rights with respect to any person (including any celebrity) or other subject matter depicted in any Editorial Image.
6.3.
Context of use.
6.3.1.
You are responsible for all text used and claims made in connection with your use of any Editorial Image.
6.3.2.
You will not use or permit the use of any Editorial Image in a defamatory, libelous, pornographic or unlawful context, whether directly or in context or juxtaposition with other material or subject matter;
6.4.
Credit Lines. Crestock requires a credit line be given in the form:
"© (Artist's Name) / Crestock" as a condition of the License.
6.5.
Taxes. All License fees are exclusive of any applicable transactional taxes, which are your sole responsibility.
6.6.
Copyright. The Licensed Editorial Image is and will remain the exclusive property and copyright of Crestock and/or the respective artist or licensor. Crestock's copyright notice and image identification codes which appear in the Licensed Editorial Image file must remain with your digital copy of the Licensed Editorial Image at all times.
6.7.
Permission for your subcontractors. Any Licensed Editorial Image may be reproduced by your subcontractors for preparation of your Licensed Editorial Work, provided that such subcontractors agree to abide by this Editorial License Agreement.
6.8.
Electronic Storage. You will retain the copyright notice, the name of Crestock and the respective artist, the respective Crestock Image code and any other information or metadata that is embedded in the electronic file that comprises any Licensed Editorial Image.
6.9.
Termination of License. The License is in force until it is terminated by Crestock. If you do not comply with the terms and conditions of the License, then the License will automatically terminate and you and any End User must cease using the respective Editorial Image(s) immediately.
6.10.
Revocation of License. Crestock reserves the right to revoke the right to use any Licensed Editorial Image for good cause and to elect to replace such Licensed Editorial Image with an alternative Editorial Image. Upon notice of any revocation of a license for any Licensed Editorial Image, you will cease using such Licensed Editorial Image immediately and will take all reasonable steps to discontinue the use of such Licensed Editorial Image in any Licensed Editorial Works that already exist and will inform all End Users accordingly.
7.1.
You may acquire one or more Extended Licenses which permit you to use a Licensed Editorial Image for print runs for items that exceed 250,000 copies in aggregate and/or to use a Licensed Editorial Image on the front page of a printed newspaper or the cover of a printed magazine or book.
7.2.
In order to acquire an Extended License, you must contact Crestock and we can arrange an Extended License for you within one (1) business day.
8.1.
You may acquire a Seat License enabling you to share a Licensed Editorial Image within your company or other organization. You will be required to pay an additional fee as determined by Crestock based on the approximate number of persons you wish to cover with the Seat License.
8.2.
In order to acquire a Seat License, you must contact Crestock and we can arrange a Seat License for you within one (1) business day.
9.1.
It is your responsibility to download Licensed Editorial Images from the Website and store them on your own computer.
9.2.
Licensed Editorial Images will remain in your Crestock account on the Website and be available for you to download for thirty (30) days from the date of purchase. After 30 days, you will be obliged to purchase a new license if you wish to download them again.
10.1.
Editorial Images are not available for download through Crestock's subscription service.
11.1.
License Fees paid for the download of Editorial Images are non-refundable.
11.2.
Crestock Credits are non-refundable.
11.3.
Crestock Credits – Expiry. Crestock Credits expire three hundred sixty-five (365) days following the date of purchase.
12.1.
Disclaimer. Use of the Website and the Editorial Images is at your sole risk. Except as otherwise stated in this Editorial License Agreement, the Website and the Editorial Images are provided on an "as is", "as available" basis without representations, warranties or conditions of any kind, either express or implied, including but not limited to representations, warranties or conditions of title or implied warranties or conditions of merchantability or fitness for a particular purpose or compatibility with any computer hardware or other equipment, operating system or software program. Crestock makes no representation or warranties that the use of the Website will be uninterrupted or error-free.
12.2.
Limitations of Liability. To the maximum extent permitted by law, in no event will Crestock be liable for any indirect, punitive, incidental, special or consequential damages, whether foreseeable or unforeseeable, based on claims (including, but not limited to, claims for damages for loss of profits or loss of business opportunities, delay or inability to use the Images or the Website, mistakes, omissions, interruptions, deletion or corruption of files, errors, defects, delays in preparations or transmissions) arising out of or in any way connected with the use of the Website or any Image whether based on contract, tort, strict liability or otherwise. Crestock's Liability in any circumstances will be limited to the amount paid for the respective License.
12.3.
Crestock's warranty to you. Crestock has all necessary rights and permissions from any artist, copyright holder or licensor of any Image to enter into this Editorial License Agreement.
12.4.
Indemnification. You will indemnify and hold harmless Crestock, its licensors, and Agents and its and their respective directors, officers, agents and employees from any and all claims, liabilities, damages, demands, losses or expenses arising out of or in connection with: your use of the Website and/or any Editorial Image; the context of your use of any Editorial Image in a Licensed Editorial Work; your breach of any License, including without limitation your alteration or modification of any Editorial Image; your infringement of any third party intellectual property rights; or any act or omission by you which results in: (a) loss, damage, interference with or disruption to, the Website; (b) use of the Website for any illegal purpose; or (c) use of the Website to achieve any unauthorized or prohibited access to computer systems and data.
12.5.
Your personal liability. You represent and warrant to Crestock that you have attained the age of majority in your jurisdiction and have the full right and authority to enter into this Editorial License Agreement. If you are entering into this Editorial License Agreement on behalf of your employer, client, End User or any other person, you warrant and represent to Crestock that you have the authority to do so. If you do not have such authority, you will be personally liable to Crestock for any breach of this Editorial License Agreement.
13. General
13.1.
Governing Law.
13.1.1.
This Editorial License Agreement will be governed by the laws in force in the Province of Ontario and the applicable laws of Canada(excluding the application of its conflicts of law rules) and the parties agree to the exclusive jurisdiction of the federal and provincial courts located in the City of Toronto, Ontario; except
13.1.2.
in the case of copyright infringements that occur in the U.S.A., this Editorial License Agreement will be governed by the laws in force in the State of New York and U.S. federal laws (excluding the application of its conflicts of law rules) and the parties agree to the exclusive jurisdiction and venue of the Federal District Court of the Southern District of New York located in New York, NY.
13.1.3.
For greater certainty, the United Nations Convention on Contracts for the International Sale of Goods does not govern this Editorial License Agreement.
13.1.4.
If any provision of this Editorial License Agreement violates the law and is unenforceable, that provision will be severed and the balance of this Editorial License Agreement will remain in force.
13.2.
Privacy Policy. Crestock recognizes the importance of your right to privacy and the sensitivity of personal information. Our Privacy Policy, which is incorporated into this License Agreement, outlines the personal information we collect, how we manage your personal information and how we safeguard your privacy.
13.3.
Assignment.
13.3.1.
This Editorial License Agreement is personal to you and may not be assigned by you without Crestock's prior written consent.
13.3.2.
Crestock may freely assign this Editorial License Agreement or any of its rights under this Editorial License Agreement to any of its subsidiaries or affiliates. If all or substantially all of the assets of Crestock are or are to be acquired by a third party, the benefit of this Editorial License Agreement and all rights of Crestock hereunder may be assigned to that third party by Crestock and that third party will be bound by all the terms and conditions of this Editorial License Agreement. No such assignment will relieve Crestock of any of its covenants and obligations under this Editorial License Agreement. You hereby consent to any such assignment.
13.4.
The headings provided in this Editorial License Agreement have been inserted for convenience of reference only and do not affect the Terms and Conditions in any way.
13.5.
Entire Agreement. This Editorial License Agreement constitutes the entire agreement with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous communications, written or oral. Only this Editorial License Agreement will be binding on Crestock. Any terms of any requisition or purchase order from you or any other party that conflict with this Editorial License Agreement are not applicable. Any attempt to modify or deviate from this Editorial License Agreement will nullify any other rights granted or representations made by Crestock. This Editorial License Agreement may only be modified in writing by an officer of Crestock.
13.6.
Contact Information. Any questions about Crestock or this Editorial License Agreement should be directed to:
General Information
Crestock Corporation
3 Concorde Gate, 4th Floor
Toronto, Ontario
Canada M3C 3N7
E-mail: help@crestock.com