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CSA Images
TERMS AND CONDITIONS FOR USE OF CSA IMAGES ILLUSTRATIONS, PHOTOGRAPHS AND OTHER IMAGES
The following Is a legal agreement between you and CSA Images, a Minnesota corporation with offices at 124 North First Street, Minneapolis, Minnesota 55401.
Note: Customers outside of North America who want to license images from CSA Collections – please contact CSA Images directly at +1 612 339 1441 for clearance
BEFORE YOU MAY, ACCESS OR LICENSE CSA IMAGES’ ILLUSTRATIONS, PHOTOGRAPHS, AND OTHER IMAGES (HEREAFTER, "CSA COLLECTIONS"), YOU MUST AGREE TO ALL OF THE FOLLOWING TERMS AND CONDITIONS. Your acceptance of these terms are evidenced by your accessing, using, and/or browsing this web site and/or the click-on of "I Agree" where indicated.
1. Your Binding Agreement. I agree to read these terms and conditions of use carefully before viewing, accessing, and using the CSA COLLECTIONS and I will accept the terms as stated. I represent that I am authorized to bind the organization or business that receives and will use the image(s). By viewing, purchasing, downloading or capturing an image from the CSA COLLECTIONS, I am agreeing to all of above terms and conditions for use of the CSA COLLECTIONS and I will accept the terms as stated, and I represent that I am authorized to bind the organization or business that receives and will use the image(s). If I do not agree to these terms and conditions of use, I will not view, access, or otherwise use the CSA COLLECTIONS.
2. Unauthorized Uses/Your Payment Obligations. Unauthorized use of images from the CSA COLLECTIONS constitutes copyright infringement, as well as infringement of other applicable rights. CSA Images shall exercise all rights and remedies under applicable copyright and other laws against all unauthorized users and third party beneficiaries of the unauthorized use.
All licenses include certain restrictions, including restrictions as to time, manner, industry, quantity and territory of use. IT IS YOUR RESPONSIBILITY TO MONITOR ALL USES OF THE LICENSED CSA IMAGE(S) BY YOU OR ANY PERSON OR ENTITY ASSOCIATED WITH YOU. SHOULD YOU EXCEED THE SCOPE OF THE LICENSED RESTRICTIONS, OR OTHERWISE USE ANY CSA IMAGE(S) WITHOUT AUTHORIZATION, YOU WILL BE BILLED BASED ON YOUR ACTUAL USE.
In addition to any and all fees, damages and penalties CSA Images may be entitled to under this Agreement and applicable law , I hereby agree to pay 20 times the standard CSA license fee based on my actual use of the image(s) for any and all unauthorized uses of CSA images, a 10% royalty on gross retail sales revenue for unauthorized use of an image on products for sale, and a 50% royalty on gross sales related to unauthorized sub-licensing or any other unauthorized redistribution of the image; I hereby agree to pay CSA’s attorney fees accrued in resolving the matter of my unauthorized use; and I hereby agree to injunctive relief in respect to any unauthorized use.
I acknowledge that the above fees are reasonable based on the expense and diligence required by CSA Images in monitoring and policing unauthorized uses of its images and the detriment to the commercial value of the images based on such unauthorized uses. In addition to these fees, I further agree that in the event of my unauthorized use of an image, I agree to pay all legal fees and expenses incurred by CSA Images in resolving the matter involving my unauthorized use and recovering the above fees.
Images from the CSA COLLECTIONS may not be used for any pornographic use, unlawful purpose, or in violation of any privacy, publicity, moral rights, copyright, or trademark rights.
3. License Terms/Limits. CSA rights managed images (CSA Snapstock, CSA Archive, CSA Printstock, CSA Plastock, CSA Elements, CSA Mod Art) are licensed on a fee-per-use basis. The price charged and the license granted vary depending on how an image will be used. Some of the factors determining price include the size and context in which the image is used and the circulation or distribution of the medium. Generally the greater the use, the greater the cost. CSA rights managed images may not be used for any purpose unless a specific license for use has first been authorized and obtained in writing from Veer or CSA Images. To receive a quote or to purchase a license for use of a rights managed image, call Veer or CSA Images.
Any license granted to you by CSA is limited, non-transferable and non-sublicensable, unless otherwise specified in writing. Except as may otherwise be specifically stated in the license agreement, you may not sell, rent, loan, give, sublicense or otherwise transfer to anyone the licensed material from the CSA COLLECTIONS or the right to reproduce the licensed material from the CSA COLLECTIONS. You are jointly and severally liable for any breach of any license terms by employees or contractors who you may secure to utilize the licensed material.
Regardless of any fees paid for the license of images from CSA COLLECTIONS, images from CSA COLLECTIONS may not be licensed for use outside of North America without acquiring specific written permission from CSA Images for each and every use. At the sole discretion of CSA Images, images in CSA COLLECTIONS may be discontinued or may be replaced with an alternative and an existing license for images may be cancelled for any reason at any time without prior notice, and the rights that may be granted to use the images may be revoked. Upon notice of any discontinuance of a license for a particular image, you agree that you will cease to use the image after you have received notice of discontinuance from CSA Images. In the event an image has been revoked by CSA Images and you have been unable to make any use of an image already paid for within 30 days of purchase, you will be entitled to a refund of the purchase price. If the revoked image has been used or 30 days have passed, no refund is available.
CSA COLLECTIONS, including each and every image contained therein, may not be reproduced, altered, stored, used as reference, disseminated, or used in any other way for any other purpose, without the express written consent of CSA Images. You understand that the business of CSA Images depends upon the enforcement of this license and the payment of fees for use of these images and acknowledge that the continued unauthorized use of these images will severely effect the ability of CSA Images to conduct business.
4. License Terms For Low Resolution Comping Images. Prior to purchasing a license for formal use of an image, I may download low resolution watermarked versions of CSA COLLECTIONS images solely for internal comping purposes, subject to the terms and conditions of this Agreement. I may not use these comping images in any manner except for internal evaluation to determine whether or not to formally license the image. Unless otherwise stated, the licensed term for using an image for comping purposes is 40 days from the date you download the image. I agree not to use the comping image in any other manner, or after the 40 day term, without obtaining a formal license for that image. If I do not obtain such a formal license, I agree to destroy all copies of the image used for comping purposes and the corresponding comped material. I agree to call Veer directly at 1-877-297-7900 to request any rights to use images for comping purposes beyond the scope of the terms outlined in this paragraph.
5. Use of Images from CSA COLLECTIONS. Images may be cropped, resized and elements of the image may be diminished or removed. I hereby acknowledge and agree that images from the CSA COLLECTIONS may not be used as reference or as a basis to create a different image or derivative image, and logos and trademarks may not be applied to any image. I hereby agree not to claim copyright or trademark in any altered image, the image copyright shall always remain with CSA Images. I hereby agree not to provide (or indicate by CSA Image number) to an independent illustrator or photographer any CSA Image to use as reference or for the style or approach to create a new image.
I hereby acknowledge and agree that images may not be redistributed, syndicated, resold, sublicensed, or placed online in an FTP or downloadable format. I hereby acknowledge and agree that images may not be used by any person or entity other than the contracted licensee for projects for the licensee or the licensee’s clients. Since these images are licensed on a nonexclusive basis, they may not be used in any logo, trademark or service mark applications.
If images featuring a person will be used in connection with unflattering or controversial subject matter, or used to imply connection to or endorsement of a product, the image must be accompanied by a statement that states the person is a model used for illustrative purposes only.
6. Releases and Waivers of Content. CSA COLLECTIONS contains very few images which utilize property or other content that could possibly involve the proprietary rights of others. However, the use of such images is at your sole risk and liability, and you are solely responsible for determining whether your use of any such images requires any releases or waivers. It is unlikely that the small percentage of CSA Images contains any conflict of rights. However, CSA Images makes no representations or warranties that it has licensed any rights related to any persons, places, buildings, property or subject matter depicted in the CSA COLLECTIONS, and CSA Images has not secured any releases for the small percentage of images that could possibly require clearance of such third party rights. Such images may be subject to copyrights, trademarks, rights of publicity, rights of privacy, moral rights or other rights. CSA Images and its Affiliates do not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through any website or catalog in which CSA COLLECTIONS may appear. I hereby acknowledge that any reliance upon any such opinion, advice, statement, memorandum or information shall be at my sole risk. If you do not wish to incur the above risks, CSA Images recommends that you select an image which does not contain any recognizable people or any potentially proprietary third party content.
7. Attribution and Notice: You agree to include attribution and copyright notice in close proximity to each licensed image in the following format: ("Illustration © CSA Images/Veer). You agree to pay twice the invoiced amount if you fail to include the above attribution and notice in situations where such attribution and notice is customary and appropriate.
8. Protection of Content: You agree to use best efforts in protecting your use of the licensed material to ensure that it cannot be copied.
9. LIMITATION OF CSA LIABILITY. IN NO EVENT SHALL CSA, NOR ITS SUCCESSORS, PREDECESSORS, PARENT, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, LICENSEES OR RESELLERS ("AFFILIATES") BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY BREACH OF ITS OBLIGATIONS OR WARRANTIES, EXPRESS OR IMPLIED ARISING OUT OF, OR RELATING TO, THIS AGREEMENT (INCLUDING LOSS OF PROFITS OR BUSINESS, LOST OPPORTUNITY OR LOSS OF BUSINESS REPUTATION), EVEN IF CSA IMAGES OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THIS LIMITATION OR EXCLUSION MAY NOT APPLY. CSA IMAGES AND ITS AFFILIATES ENTIRE LIABILITY AND YOUR ENTIRE REMEDY FOR ANY DAMAGES OR LOSS YOU MAY SUFFER FROM ANY CAUSE WHATSOEVER, WHETHER THE ACTION IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO CSA OR ITS RESELLER FOR THE PRODUCT. YOU ACKNOWLEDGE THAT CSA’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED IN THIS AGREEMENT.
YOU AGREE that CSA Images and its Affiliates shall not be liable to you or any other person or entity for any general, special, direct, indirect, consequential, exemplary, punitive or incidental or other damages arising out of the use of images from CSA COLLECTIONS.
THE CSA COLLECTIONS AS THEY MAY APPEAR OR BE OFFERED FOR LICENSE ON ANY WEBSITE OR CATALOG INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE, ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CSA IMAGES AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT IN THE CSA COLLECTIONS MATERIALS, INFORMATION, AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH ANY WEBSITE ON WHICH CSA COLLECTIONS MAY APPEAR, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH ANY WEBSITE ON WHICH CSA COLLECTIONS MAY APPEAR OR ANY LINK SITE. FURTHER, CSA AND ITS AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
CSA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON ANY WEBSITE ON WHICH CSA COLLECTIONS MAY APPEAR OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT ANY WEBSITE ON WHICH CSA COLLECTIONS MAY APPEAR OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CSA IMAGES AND ITS AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF ANY WEBSITE ON WHICH CSA COLLECTIONS MAY APPEAR, INCLUDING WITHOUT LIMITATION, THE CONTENT AND THE ERRORS CONTAINED THEREIN, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF CSA IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. YOU UNDERSTAND THAT IF YOU BECOME DISSATISFIED WITH ANY PORTION OF THE SERVICE PROVIDED THROUGH ANY WEBSITE ON WHICH CSA COLLECTIONS MAY APPEAR, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE YOUR USE OF THAT WEBSITE AND THE CSA COLLECTIONS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
10. Your Indemnification of CSA. You agree to indemnify and hold harmless CSA Images and its Affiliates (including Re-sellers) against all claims (including claims by third parties), liability, damages, judgments, settlements, costs and expenses (including reasonable legal fees and expenses), arising out of or related to:
- your breach of any terms, conditions or restrictions of the license agreement;
- your use or modification of any licensed material;
- your failure to secure any permission needed from third parties to use the licensed material; and
- any act or failure to act by you or any of your employees, contractors, employers, agents or other affiliates.
11. Copyright Ownership. CSA retains all right, title, and interest in and to all of the copyrights, patent rights, trademarks, and all other proprietary rights in the CSA COLLECTIONS. All images in the CSA COLLECTIONS are protected by copyright, and the CSA COLLECTIONS are further protected as a proprietary compilation. You receive no rights except the limited rights licensed via CSA. You do not acquire any copyright ownership in any images from the CSA COLLECTIONS based on any right, title or interest arising in any compilation or derivative work created using images from the CSA COLLECTIONS. You hereby grant CSA the right to use any compilation or derivative work utilizing the CSA COLLECTIONS without charge for self-promotion purposes to demonstrate potential uses for the CSA COLLECTIONS. You agree to adhere to any and all additional copyright notices, information, or restrictions contained on any website or catalog in which CSA COLLECTIONS may appear, or on any images from the CSA COLLECTIONS which you purchase or download. When you obtain an image from the CSA COLLECTIONS, you agree to maintain all copyright and other notices contained in such content.
12. Composition of CSA COLLECTIONS. All images are protected by some form of copyright or licensed rights. CSA COLLECTIONS consist of copyrighted collections containing specific copyrighted images, protected under the United States Copyright Laws and International Copyright Conventions. The small percentage of images that depict recognizable people are not model released. Prices for any image may be adjusted at any time without prior notice. CSA Images may change, suspend, or discontinue any aspect of the CSA COLLECTIONS at any time. CSA Images may add, modify, limit or discontinue certain images offered or services available relating to the CSA COLLECTIONS without notice or liability.
13. Confidentiality. I acknowledge that transmission to and from any website on which CSA COLLECTIONS may appear is not confidential and my communications may be read or intercepted by others. I acknowledge that by submitting communications to any website on which CSA COLLECTIONS may appear, no confidential, fiduciary, contractually implied or other relationship is created between myself and CSA Images and its officers, directors, employees, contractors, affiliates, licensors and licensees other than pursuant to this agreement.
CSA Images may provide you with proprietary information regarding pricing, technical, marketing and other confidential information, which is either specifically designated, or objectively appears, to be confidential in nature. You agree to maintain the confidentiality of any such confidential information, and you agree not to use or disclose the same without the prior written consent of CSA Images.
14. Enforcement/Agreement Interpretation. Any cause of action you may have with respect to your use of the CSA COLLECTIONS must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision, or portion thereof, shall be enforced to the maximum extent permissible so as to affect the intent of the provision, or portion thereof, and the remainder of the Agreement shall continue in full force and effect. If any provision of the Agreement, or portion thereof, is found invalid or unenforceable, the remainder of the Agreement shall remain valid and enforceable according to its terms. Accordingly, the parties agree that if any provisions, or portions thereof, are deemed unenforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties.
15. Relationship of Parties. No agency, partnership, joint venture, employee-employer or franchise or franchisee is intended or created by this agreement.
16. Modification/Termination. CSA Images reserves the right, at its sole discretion, to change, modify, add, or remove any portion of this agreement, in whole or in part, at any time, and to modify, suspend, or terminate this agreement at any time for any reason without prior notice. You may not modify the terms of this Agreement absent written consent from CSA Images, however, no purchase order, invoice or other document issued by you, even if signed by CSA Images, constitutes written consent from CSA Images.
17. Third Parties. Any dealings with vendors, advertisers, or other third parties on any website on which CSA COLLECTIONS may appear, or participation in any promotions, including the payment of goods and services, and any other terms, conditions, warranties or representations associated with such deals, are solely between you and such third party. CSA Images and its Affiliates shall not be responsible or liable for any such transaction.
18. Copies: At CSA Images’ reasonable request, you agree to provide one copy of any and all end uses made of the licensed image(s) under this Agreement to CSA Images at no charge.
19. Choice of Law/Fees. This agreement shall be governed by and construed in accordance with the laws of the state of Minnesota and applicable federal laws, without regard to conflict of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this agreement shall be an appropriate state or federal court located in the state of Minnesota. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly disclaimed. CSA Images shall be entitled to reasonable attorney’s fees, costs and other expenses in any dispute regarding breach of this Agreement in which CSA Images prevails.
20. Entire Agreement. This agreement constitutes the entire agreement between CSA Images and myself with respect to my use of the CSA COLLECTIONS. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without CSA Images’ prior written consent.
21. Force Majeure. If CSA Images’ performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, flood, fire, other act of nature, acts of terrorism, acts of God or any other matter not within CSA Images’ reasonable control, then the date for performance shall be extended by the time of such delay.
22. Acknowledgment of Agreement. By viewing purchasing, downloading or capturing an image from the CSA COLLECTIONS, I am agreeing to all of the above terms and conditions for use of the CSA COLLECTIONS and I accept the terms as stated, and I represent that I am authorized to bind the organization or business that receives and will use the image(s). If I do not agree to these terms and conditions of use, I will not access , view, or otherwise use the CSA COLLECTIONS.