Information about FairMail photo purchase

Terms of Sale (TOS) Low Resolution Licensing Agreement FairMail

Dear FairMail Customer:

The following 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 FairMail Cards B.V. , Dutch chamber of commerce number 52675874 with its head office in Brede Vogelstraat 34, 1022 XN, Amsterdam, The Netherlands as licensor (“FairMail”).

Please read these TOS carefully before downloading any FairMail images ("Image" or "Images"). By downloading any Image, you agree to be bound by the terms of these TOS, which documents are incorporated herein and made a part hereof by this reference.

FairMail reserves the right to change these TOS at any time, and you agree to be bound by such changes. The TOS in effect at the time you are billed will control your rights and obligations with regard to Images downloaded.

Except as expressly provided herein, you may not directly or indirectly use, copy or reproduce any Image (in whole or in part) more than two hundred fifty thousand (250,000) times.

PART I
LIMITED LICENSE

1.

All Images on FairMail.info are protected by international copyright laws and treaties. FairMail and/or the various artists who provide content and/or Images to FairMail ("Contributors") own or control all rights, including the copyrights in and to the Images. FairMail and/or its Contributors reserve all rights in and to the Images not expressly granted to you by the terms of these TOS. Your rights to use any Image are subject to this license agreement and are conditioned upon you making payment to FairMail for your use of the Images. Provided that you were not otherwise in breach of any of the terms hereof (or of the terms of any other agreement between you and FairMail), you have the right to use the downloaded Image, subject however, to these TOS.

2.

FairMail hereby grants you a non-exclusive, non-transferable, worldwide, perpetual, right to use, modify, and reproduce Images in the following ways, subject to the limitations set forth herein and in Part II hereof:

a.

For online usage on websites, blogs, newsletters and social media sites, applications (including mobile "apps"), film, video and multimedia presentations and opt-in e-mail marketing provided that no Image is reproduced more than two hundred fifty thousand (250,000) times in the aggregate, and that the Images cannot be readily unincorporated from such digital media or software;

b.

If your desired use is not set forth above, or if you need to reproduce an Image more than 250,000 times, please contact FairMail’s Customer Support.

3.

All other rights in the Images are expressly reserved by FairMail for itself and its Contributors.

PART II
RESTRICTIONS

YOU MAY NOT:

4.

Use an Image other than as specified in PART I.

5.

Make images available on a digital asset management system, shared drive or the like for the purposes of sharing or transferring such images.

6.

Resell, redistribute, provide access to, share or transfer any Image except as specifically provided herein. Uploading any Image to a web site at a resolution that exceeds the display resolution of the intended viewing device will be deemed to be an attempt to redistribute the Image.

7.

Publicly display an Image: (a) as a standalone file in any digital format on the internet; or (b) in any digital format without imposing technical or written restrictions intended to prevent the use of such Images by third parties, unless the Image is incorporated into a design with text or other content, and the overlaid or embedded text or other such content covers an area of at least 33% of the display size of the Image. Unless expressly permitted by this agreement, no other person may use Images which you have licensed hereunder.

8.

Use or display any Image on websites or in connection with any service designed to sell or induce sales of user-customized on-demand products of any kind using or incorporating Image(s).

9.

Use an Image together with pornographic, defamatory, or otherwise unlawful or immoral content.

10.

Use an Image 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.

11.

Use any Image on a social media platform or other third party website that claims to acquire rights in the Image contrary to these TOS as a result of such use. Upon FairMail’s request, you shall immediately remove any Images from such platform or website.

12.

Use FairMail Images in a manner that competes with FairMail's business. This includes, by way of illustration only and not by way of limitation, displaying Images in any format (including thumbnails) for download on a website, offering FairMail Images for sale, or including FairMail Images in templates of any nature, including web templates, document templates, projects or otherwise for distribution and/or sale to third parties.

13.

Use Images as the basis for any individual or collection of physical or digital merchandise or promotional items, which you offer for sale, including the creation of a digital or print greeting card line based on FairMail Images.

14.

Use any Image (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof, or to otherwise endorse or imply the endorsement of any goods and/or services.

15.

Falsely represent, expressly or by way of reasonable implication, that any Image was created by you or a person other than the copyright holder(s) of that Image.

16.

Stockpile or otherwise store downloaded Images that are not used within twelve (12) months of the date on which you first downloaded such Image. If you fail to use an Image within twelve (12) months from the date of your first download of that Image, you lose all rights to use that Image.

17.

Use automated programs, applets, bots or the like to access the FairMail Website or any content thereon for any purpose, including, by way of example only, downloading Images, indexing or caching the content on the FairMail Websites.

 

PART III
MISCELLANEOUS

18.

FairMail shall be under no obligation to issue refunds under any circumstances, unless required by law. In the event that FairMail determines that you are entitled to a refund of all or part of the fees you paid, such refund shall only be made to the credit card account originally used by you to purchase your product.

19.

"Non-transferable" as used herein means that except as specifically provided in these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, an Image or the right to use an Image. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Image. If you become aware of any unauthorized duplication of any FairMail Image(s) please notify us via email at info@fairmail.info.

20.

You agree to indemnify and hold FairMail, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Image other than the uses expressly permitted by these TOS. You further agree to indemnify FairMail for all costs and expenses that FairMail incurs in the event that you breach any of the terms of this or any other agreement with FairMail.

21.

Warranties and Representations

a.

FairMail warrants and represents that Unaltered Images downloaded and used in full compliance with these TOS and applicable law, will not infringe any copyright, trademark or other intellectual property right, nor will such unaltered Images violate any third parties' rights of privacy or publicity;

b.

FAIRMAIL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS PARAGRAPH.

22.

Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with FairMail, FairMail shall defend, indemnify, and hold you harmless up to the "Limits of Liability" (as hereinafter defined). Such indemnification shall only apply to claims for damages directly attributable to FairMail's breach of the foregoing warranties and representations, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any actual or threatened lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of Images downloaded and used by you pursuant to these TOS violate FairMail's warranties contained herein. This indemnification is conditioned upon you notifying FairMail, 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., FairMail Image Number, a copy of the Image as used, name and contact information of person and/or entity making the claim, nature and date of alleged claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed or faxed to FairMail at info@fairmail.info with a hard copy to FairMail Cards B.V., Reviuslaan 4, 2343 JR Oegstgeest, The Netherlands via Certified Mail, Return Receipt Requested, or overnight courier, recipient's signature required. FairMail shall have the right to assume the handling, settlement or defence of any claim or litigation to which this indemnification applies. You agree to cooperate with FairMail in the defence of any such claim and shall have the right to participate in any litigation at your own expense. FairMail shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.

23.

Notwithstanding anything to the contrary contained herein, FairMail shall not be liable for any damages, costs or losses arising as a result of modifications made to Images or the context in which the Images are used by you.

24.

FairMail's total maximum aggregate obligation and liability to any one Customer for all claims shall be limited to One Thousand Euros – EUR 1.000,00 - (the "Limits of Liability").

25.

Any legal action or proceeding concerning the validity, interpretation and enforcement of these TOS, matters arising out of or related to these TOS or its making, performance or breach, or related matters shall be brought exclusively in the courts of the Netherlands, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The validity, interpretation and enforcement of these TOS, matters arising out of or related to these TOS or their making, performance or breach, and related matters shall be governed by the internal laws of the Netherlands (without reference to choice of law doctrine). You agree that service of process in any actions, controversies and disputes arising from or relating to these TOS may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law.

26.

These TOS shall be construed neither against nor in favour of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of these TOS shall not affect the validity or enforceability of the balance hereof.

27.

If you are entering into these 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 FairMail for any breaches of the terms of these TOS.

28.

The number of Image downloads available to you is determined by the product you purchase. For the purposes of this agreement, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as thirty (30) consecutive days beginning on and including the date that you purchase your product.

29.

Credit Attributions and Copyright Notices for Editorial Uses of Images

a.

You shall provide a link back to www.fairmail.info (where applicable); or provide a credit to the FairMail contributor and to FairMail in connection with the editorial use of any Image. Such credit shall be in substantially the following form:
"Name of Artist/FairMail.info"

b.

In the event that an Image is used in connection with a film, television broadcast, documentary or other audio-video or multimedia project, you shall use reasonable commercial efforts to accord the FairMail contributor and FairMail a credit as provided above.

c.

The unintentional omission of the aforesaid credit will not be a breach of the terms hereof provided that Customer cures such omission following email notice from FairMail.

FAIRMAIL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN PARAGRAPH 21 HEREOF, AS TO THE LEGALITY OR VALIDITY OF YOUR USE OF ANY IMAGE OR OF ANY RELEASE ASSOCIATED WITH AN IMAGE. THE IMAGES, AND ANY STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE), ARE 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.

FAIRMAIL GRANTS NO RIGHTS AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OF ANY NAMES, TRADEMARKS, SERVICE MARK, LOGOTYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE. IT IS YOUR RESPONSIBILITY TO ASSURE THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS THAT MAY BE REQUIRED FOR YOUR USE OF ANY IMAGES ARE OBTAINED. FAIRMAIL CONTRIBUTORS UPLOAD IMAGES TO THE FAIRMAIL WEBSITES AND WARRANT THAT THEY HAVE ALL RIGHTS REQUIRED TO DO SO AND TO ENABLE FAIRMAIL TO GRANT THE RIGHTS IT GRANTS IN THIS AGREEMENT.

FAIRMAIL DOES NOT WARRANT THAT THE IMAGE(S), FAIRMAIL 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 IMAGE(S) IS SOLELY WITH YOU.

YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES.

EXCEPT AS SPECIFICALLY PROVIDED IN PARAGRAPH 24 HEREOF, IN NO EVENT, SHALL FAIRMAIL'S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE FAIRMAIL WEBSITES AND/OR IMAGE(S) CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY FAIRMAIL FROM YOU FOR YOUR USE OF THE APPLICABLE IMAGE(S).

NEITHER FAIRMAIL 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 IMAGE(S), FAIRMAIL'S BREACH OF THIS AGREEMENT, OR OTHERWISE, UNLESS EXPRESSLY PROVIDED FOR HEREIN, EVEN IF FAIRMAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL FAIRMAIL'S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE FAIRMAIL WEBSITES AND/OR IMAGE(S) CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE LIMITS OF LIABILITY.