Image License Agreement

The Image License Agreement was last updated on June 20, 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 License Agreement to license and download any Image.

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

This 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 License Agreement, the Membership Agreement, and/or the Website Terms & Conditions (both of which are hereby incorporated into this License Agreement), the terms of this License Agreement will prevail.

You are required to read this 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 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.
"End User" means the ultimate beneficiary of a License - e.g. if an ad agency acquires a License to use an Image in an advertisement for an airline, the airline is the end user of the Image, not the ad agency.
2.4.
"Extended License" means a License which provides you with additional rights pursuant to Section 7 and subject to the payment of additional fees.
2.5.
"Image" means any photograph, illustration, digital art or other form of image on the Website.
2.6.
"License" means the terms and conditions of this License Agreement that govern the granting of any permission by Crestock for you to reproduce or use any Image in exchange for payment as further detailed in Section 4.
2.7.
"Licensed Image" means an Image for which a License has been granted to you by Crestock.
2.8.
"Licensed Work" means any medium, including (without limitation) any printed material, electronic media, website and/or derivative work incorporating a Licensed Image.
2.9.
"Seat License" means a License that permits more than one person to use and/or store a Licensed Image, pursuant to Section 8 and subject to the payment of additional fees.
3.1.
Copyright. All Images are the property and copyright of Crestock and/or its licensors. The 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 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 Image whether (without limitation) by photographic means, scanning, digital copying, saving it to any computer, posting it to any Website, or as reference for another image.
3.2.2.
It is illegal to incorporate all or part of any Image into another image.
Changing an Image does not give you any right to use the changed Image.
The original Image, however modified or distorted, is still protected by copyright.
3.2.3.
Any unauthorized use, publication or transmission of any 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 and modify the Licensed Image, subject to the restrictions contained in this License Agreement. Subject to the restrictions listed below, you may use the Licensed Image in any print, online, film, video, software, mobile application, broadcast or multi-media product for promotional, advertising, display or editorial use for any End User pursuant to this License Agreement, provided such products are not intended to allow the re-distribution or re-use of the Image.
4.2.
Permitted sharing. Notwithstanding the restrictions in Section 5, in order for you to use the Licensed Image as contemplated in this Agreement, you may transfer files containing the Licensed Image to other persons, including any End User, to enable the reproduction, display or publication of the Licensed Image in a Licensed Work, provided that such persons will have no other rights whatsoever rights to use the Licensed Image in any way;
4.3.
"Weekly Free Image". If you download the "Weekly Free Image" which is featured as such on the home page of the Website each day, any use of such Image will be governed by the terms of this Agreement and Crestock is deemed to have received full payment from you pursuant to Section 4.1.
5.1.
You may not, under any circumstances:
5.1.1.
loan, rent, share, transfer or grant any rights to the Licensed 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 Image, except as permitted in Section 4.2;
5.1.2.
sell, resell, license, sublicense, rent, loan or otherwise transfer or distribute a Licensed Work in such a way that permits other persons to extract, download or access the Licensed Image as a stand-alone file;
5.1.3.
incorporate the Licensed Image into a trademark or service mark;
5.1.4.
provide the Licensed Image as a downloadable product to other persons for any purposes whatsoever; or
5.1.5.
use the Licensed 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 Image in any printed product that will, in aggregate, exceed 500,000 copies;
5.2.2.
use the Licensed Image in any printed consumer merchandise for wholesale or retail distribution (except for editorial products such as books, magazines or newspapers);
5.2.3.
use the Licensed Image in any electronic template or application, including (without limitation) those that are Internet-based, where the purpose is to create multiple impressions of an electronic or printed product on demand, including, but not limited to, retail novelty items (t-shirts, posters, etc.) website designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter.
5.3.
Unless you acquire a Seat License, you may not store the Licensed 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 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 Image codes) with respect to any Licensed Image.
6.2.
Third Party Releases.
Crestock obtains model releases and some property releases from its contributing artists in the normal course of business. However, Crestock does not have releases for many types of property that may be depicted in some Images including (without limitation): public buildings, monuments and landmarks; trademarks, logos or other intellectual property of other parties; the commercial products of manufacturers or designers such as automobiles, aircraft, packaged goods, apparel and props. It is generally not possible for any stock image library or artist to get blanket releases for such properties. The procuring of such releases is your responsibility.

If you have any questions or concerns about the release status of an Image, please contact Crestock or e-mail releases@crestock.com.
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 Image.
6.3.2.
You will not use or permit the use of any Image in a defamatory, libelous, pornographic or unlawful context or contrary to ethical business practices;
6.3.3.
Sensitive issues. Images featuring any recognizable person (a "Model") may not be used in any context that:
6.3.3.1.
could be potentially sensitive, controversial or embarrassing to such Model (including, without limitation, context relating to sexual conduct, criminal activity, substance abuse, mental condition, religious, political or racial bias); or
6.3.3.2.
that could imply the personal use or endorsement of a product, service, business, cause or organization by such Model,
unless such use is accompanied by a statement adjacent to the reproduction indicating that the person is a model and is used for illustrative purposes only.
6.4.
Credit Lines. If the Licensed Image is to be used in an editorial context or for certain other media, such as calendars, where the publishing of credit lines is the norm, then Crestock will require 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 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 Image file must remain with your digital copy of the Licensed Image at all times.
6.7.
Permission for your subcontractors. Any Licensed Image may be reproduced by your subcontractors for preparation of your Licensed Work, provided that such subcontractors agree to abide by this License Agreement.
6.8.
Electronic Storage. You will retain the copyright notice, the name of Crestock and the respective artist (where applicable), the respective Crestock Image code and any other information or metadata that is embedded in the electronic file that comprises any Licensed 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 Image(s) immediately.
6.10.
Revocation of License. Crestock reserves the right to revoke the right to use any Licensed Image for good cause and to elect to replace such Licensed Image with an alternative Image. Upon notice of any revocation of a license for any Licensed Image, you will cease using such Licensed Image immediately and will take all reasonable steps to discontinue the use of such Licensed Image in any Licensed 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 Image for certain purposes which are restricted in Section 5. In each case, you will be required to pay an additional fee as determined by Crestock for your intended usage.
7.2.
An Extended License may be acquired for any or all of the following restricted uses:
7.2.1.
Unlimited Print Run – modifies Section 5.2.1 to permit you to use a Licensed Image for items that exceed 500,000 copies in aggregate.
7.2.2.
Consumer Merchandise – modifies Section 5.2.2 to permit you to use a Licensed Image for consumer merchandise with an unlimited print run.
7.2.3.
Electronic Templates – modifies Section 5.2.3 to permit you to use a Licensed Image in templates for websites and other electronic media.
7.3.
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 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 Images from the Website and store them on your own computer.
9.2.
Licensed 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.
Subscription rights allow you to download and use up to twenty (20) Images per day during the term of your Subscription. Images used through a Subscription are subject to all the terms and conditions of any other Licensed Images except that your right to use such Images in new projects is restricted to the duration of your Subscription. For the avoidance of doubt, a Subscription Image can be used in a project or medium that has an unlimited duration provided that such usage begins while your Subscription is active.
10.2.
Subscription Restrictions:
10.2.1.
You are not permitted to download more than twenty (20) Images per day during the term of your Subscription. Crestock may monitor the quantity of Images which you download and may immediately terminate your access to Images if you breach any of the terms of this License Agreement.
10.2.2.
Your Subscription may not be used by more than one (1) person unless additional subscription licenses are purchased from Crestock for each additional person, before such additional use begins. For the avoidance of doubt, and without limiting the generality of the foregoing, you may not share a Subscription by providing access to it on any shared drive, computer network, or intranet.
10.2.3.
You may not share your username or password with any other person.
10.2.4.
You may not stockpile, download, or otherwise store Subscription Images for future use. Subscription Images that are not used during the term of your Subscription must be removed from your computer unless you renew the Subscription prior to its expiry.
10.2.5.
Your Subscription will not include any Extended License or Seat License privileges. To arrange such additional rights, you must contact Crestock and we can arrange an Extended License for you within one (1) business day.
11.1.
License Fees paid for the download of single Images are non-refundable.
11.2.
Crestock Credits are non-refundable.
11.3.
Subscription Cancellation policy:
11.3.1.
Any Subscription may be cancelled within three (3) Business Days following the commencement date of the Subscription for a full credit or refund provided you have not downloaded any Images.
11.3.2.
A 1-month Subscription may not be cancelled after 3 Business Days.
11.3.3.
Subscriptions for 3, 6, or 12 months may be cancelled in part within thirty (30) days following commencement of such Subscription. The credit or refund applicable to such cancellation will be calculated as follows:
  • 3-month Subscription = 50% refund of purchase price;
  • 6-month Subscription = 60% refund of purchase price;
  • 12-month Subscription = 70% refund of purchase price.
11.3.4.
There will be no credit or refund given after thirty (30) days from the commencement any 3, 6, or 12-month Subscription.
11.4.
Terms of Credit or Refund. Your written request for cancellation must be sent by e‑mail to refunds@crestock.com. Any permitted credit or refund will be processed by Crestock within three (3) Business Days following receipt of your request. If your original payment was made by credit card, you must provide the "Transaction ID number" that was included in your confirming e-mail from PayPal and the refund will be processed to your credit card account within three (3) Business Days.
11.5.
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 Images is at your sole risk. Except as otherwise stated in this License Agreement, the Website and the 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 License Agreement; and all necessary model releases for use of the Images in the manner authorized under this License Agreement have been obtained.
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 Image; the context of your use of any Image in a Licensed Work; your breach of any License; 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 License Agreement. If you are entering into this 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 License Agreement.
13. General
13.1.
Governing Law.
13.1.1.
This 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 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 License Agreement.
13.1.4.
If any provision of this License Agreement violates the law and is unenforceable, that provision will be severed and the balance of this 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 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 License Agreement or any of its rights under this 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 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 License Agreement. No such assignment will relieve Crestock of any of its covenants and obligations under this License Agreement. You hereby consent to any such assignment.
13.4.
The headings provided in this 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 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 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 License Agreement are not applicable. Any attempt to modify or deviate from this License Agreement will nullify any other rights granted or representations made by Crestock. This License Agreement may only be modified in writing by an officer of Crestock.
13.6.
Contact Information. Any questions about Crestock or this 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