Content License

This Agreement governs the terms by which you may use purchased stock photographic material (“Content”) from deetlebopstock.com (“Site”). deetlebopstock.com is owned and operated by Internovations, LLC.

1. Background of Agreement

(a) By purchasing Content from deetlebopstock.com you accept this Agreement and agree to be bound by its provisions. If you are accepting on behalf of your employer, client or other entity that is the account holder, you represent and warrant that you have full legal authority to bind your employer, client or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept this Agreement, do not purchase Content and do not download the Content.

(b) In this Agreement: (i) “you” means you or, if you are accepting on behalf of your employer, client or account entity, then “you” means that employer, client or entity; (ii) “Internovations” or “deetlebop” or  “deetlebop Photography” or “deetlebopstock” or “we” means the party identified in Section 7  below; and (iii) “Content” means any photographic image or visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site.

2. Permitted Uses

Subject to the Prohibited Uses in Section 4 below and the termination provision in Section 5, Internovations hereby grants to you a perpetual, non-exclusive, non-transferable, non-sublicensable, and worldwide right to display, use, reproduce, publish, alter, and manipulate, in an unlimited number of projects, in whole or in part, via any medium, and by whatever means, the Content for any purpose (the “Permitted Use(s)”). All other rights in and to the Content, including without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Internovations or the supplier of the Content, as the case may be.

3. Seat Restrictions

Only you are permitted to use the Content, although you may transfer files containing Content or Derivative Works to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide.

4. Prohibited Uses

(a) Prohibited Uses. You may not:

use the Content in electronic or digital template applications intended for resale or other distribution, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, brochure design templates or any other templates not yet invented;use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products (e.g. products in which Content is selected by a third party for customization of such product on a made to order basis) including, without limitation, postcards, mugs, t-shirts, posters and other items;use the Content in connection with any goods or services intended for resale or distribution where the primary value lies in the Content itself including, without limitation, cards, stationary items, paper products, calendars, apparel items, posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo; incorporate the Content in any product that results in a re-distribution or re-use of the Content or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file; use the Content in a fashion that is considered by Internovations (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;remove or modify any notice of copyright, trademark or other proprietary right , or any other copyright management information or metadata, from any place where it is on or embedded in the Content;sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;use or display the Content in an electronic format that enables it to be downloaded or shared in any peer-to-peer or similar file sharing arrangement;use the Content for editorial purposes without including the following credit adjacent to the Content or in audio/visual production credits: “©deetlebop.com/Artist’s Name”;If the Content is reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Content contrary to the terms of this Agreement, and (ii) in such event, upon Internovations’ request, you shall remove any Content from such platform or website.

5. Term of Agreement

(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and all Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Internovations if at any time you fail to comply with any of the terms of this Agreement. Upon termination, you must immediately cease using the Content for any purpose; destroy or delete all copies and archives of the Content or accompanying materials; and, if requested, confirm to Internovations in writing that you have complied with these requirements.

(b) Internovations reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content, or any Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Derivative Works, in products that already exist.

(c) Upon notice from Internovations, or upon your knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another’s right for which Internovations may be liable, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your clients, printers or ISPs do likewise. Internovations shall provide you with replacement Content (which shall be determined by Internovations in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

6. Internovations Representations and Warranties

(a) Internovations warrants that: (i) your use of the Content in accordance with this Agreement and in the form delivered by Internovations will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (ii) all necessary model and/or property releases for use of the Content in the manner authorized under this Agreement have been obtained.

(b) While we have made reasonable efforts to correctly categorize, keyword, caption and title the Content, Internovations does not warrant the accuracy of such information. Additionally, Internovations does not warrant the accuracy of any metadata that may be provided with the Content.

(c) OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 6(a), THE CONTENT IS PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. INTERNOVATIONS DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT INTERNOVATIONS) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

7. Your Indemnification

You agree to indemnify, defend and hold Internovations, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Internovations Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Internovations Party as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement.

8. Internovations Indemnification and Limitation of Liability

(a) Provided that the Content is only used in accordance with this Agreement and you are not otherwise in breach of this Agreement and as your sole and exclusive remedy for breach of the representations and warranties set forth in Section 6 (a) above, Internovations shall, subject to the terms of Sections 8(b),(c),(d) and (e) defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by you is in breach of the representations and warranties set forth in Section 6(a) above. The foregoing states Internovations’ entire indemnification obligation under this Agreement.

(b) The indemnification set out in Section 8(a) above is conditioned on your prompt notification in writing to Internovations of such claim and our right to assume the handling, settlement or defense of any claim or litigation. You agree to cooperate with Internovations in the defense of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. Internovations shall not be liable for legal fees and other costs incurred prior to the notice of the claim.

(c) IN NO EVENT SHALL INTERNOVATIONS OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE.

(d) NOTWITHSTANDING ANY OTHER TERM HEREIN, INTERNOVATIONS SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.

9. General Provisions

(a) You specifically agree and acknowledge that you have reviewed the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. In the event of any inconsistency, the terms of this Agreement shall govern.

(b) Any use of Content in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Internovations to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition to other termination rights hereunder, Internovations reserves the right to terminate this Agreement in the event you enter in to this Agreement after having received notice of unauthorized use from Internovations relating to the Content.

(c) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

(d) This Agreement will be governed under the laws of the State of California and the federal laws of The United States of America.

10. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF INTERNOVATIONS AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND INTERNOVATIONS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND INTERNOVATIONS RELATING TO THE SUBJECT OF THIS AGREEMENT.