Dear Shutterstock Footage 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 Shutterstock, Inc., a Delaware corporation with its office at 350 Fifth Avenue, 21st Floor, New York, NY 10118 ("Shutterstock"). Payments transacted in British Pounds Sterling (GBP) or Euro shall be transacted through Shutterstock's sales agent, Shutterstock (UK) Limited, a limited company organized in England (registered company number 08443009) with a registered office address c/o Bryan Cave, 88 Wood Street, London EC2V 7AJ ("Shutterstock UK").
Please read this agreement carefully before downloading any Shutterstock Footage ("Footage"). As used in this agreement, Footage means, any moving images, animations, films, videos or other audio/visual representations, excluding still images, recorded in any format that are controlled by or obtained, directly or indirectly, from Shutterstock. By downloading any Footage, you agree to be bound by the terms of this agreement. By entering into this agreement, you verify that your country of residence is the same as that set forth as your billing address.
Shutterstock reserves the right to change any of the terms of this agreement at any time, and you agree to be bound by such changes. If and when changes are made to these TOS, an announcement will appear on your login page. Please make sure that you read and understand all such changes. If you do not agree to these TOS as same may be amended from time to time, do not download or use any Footage. If you do not agree to the following terms, as same may be may be amended from time to time, do not download or use any Footage and cease use of this website. Your failure to comply with the terms hereof could result in the immediate termination of your account.
The TOS in effect at the time you are billed will control your rights and obligations with regard to Footage downloaded. If you selected a product with the "Auto Renewal Option", the effective date of each renewal will determine which TOS controls your use of Footage. If the Auto Renewal Option is selected for your product, the product will automatically renew and you will be charged as specified in the description of your product at the time you made your initial purchase unless you disable Auto Renewal before your next renewal occurs.
THIS IS A SINGLE SEAT LICENSE. IT AUTHORIZES ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE FOOTAGE. Your Shutterstock username and password are to be used only by you. Each person desiring to download Footage must have his/her own username and password. We reserve the right to monitor accounts and institute means to stop users from sharing usernames and passwords. Customized products for multiple users are available from Shutterstock. Please contact Shutterstock Support for details.
1. All Footage on the Shutterstock website is protected by United States and international copyright laws and treaties. Shutterstock and/or the various artists and/or entities that provide Footage to Shutterstock ("Contributors") own all rights, including the copyrights in and to the Footage. Shutterstock and/or its Contributors reserve all rights in and to the Footage not expressly granted to you by the terms of this license. Your rights to use any Footage are subject to this license agreement and are conditioned upon your payment to Shutterstock for your use of the Footage. If you fail to make any payment to Shutterstock when due, or if any check is dishonored or credit card charge refused or charged back, your account will be deemed delinquent. If your account becomes delinquent, your right to use any Footage downloaded at any time shall automatically terminate unless all payments together with any interest thereon and Shutterstock's costs of collection, bank charges and credit card processing fees are received by Shutterstock no later than fifteen (15) days from the date that your account became delinquent.
2. By this Agreement, Shutterstock grants you a personal, non-exclusive, non-transferable, right to use, modify and reproduce the Footage by incorporating it into a derivative work such as a feature film, documentary, television program, videogram, multimedia presentation, advertisement, live performance and/or internet website and displaying and/or distributing that derivative work to the public by any means now known or hereafter developed, subject to the limitations set forth in Part II hereof.
3. Shutterstock grants you, a further non-exclusive, non-transferable license, for a period of thirty (30) days, to use the watermarked, low resolution footage clip(s) you have selected (the "Comp Footage") on one computer only and only in test, sample, comp or rough cut evaluation materials. Comp Footage may not be displayed or distributed to the public or incorporated into any final materials, whether or not such final materials are publicly displayed or distributed. Comp Footage can be edited, but you may not remove or alter the Shutterstock watermark.
4. Shutterstock shall be under no obligation to refund any fees paid by you for Footage, unless required by law. In the event that Shutterstock determines that you are entitled to a refund of all or part of such fees, any refund shall only be made to the credit card account originally used by you to purchase Footage. If Footage was paid by check, any refund will be made by check. If you reside in the European Union and you cancel your account within seven (7) days of making payment hereunder, provided that you have not downloaded any Footage (including Comp Footage), Shutterstock UK will refund the payment made by you in connection with such cancelled account will be refunded to you. To cancel your account, contact firstname.lastname@example.org.
5. You may not use Footage other than as specified in PART I;
6. You may not use Footage in any way that might be considered defamatory, libelous, obscene, immoral or illegal;
7. You may not use Footage in a way that portrays any person depicted therein in a manner that a reasonable person might find offensive - this includes, but is not limited to the use of Footage: a) in pornography, "adult videos" or the like; b) in ads for tobacco products; c) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; d) in connection with political endorsements; e) in advertisements or promotional materials for pharmaceutical or healthcare, herbal or medical products or services, including, but not limited to dietary supplements, digestive aids, herbal supplements, personal hygiene or birth control products; and f) is defamatory, or otherwise contains unlawful, offensive or immoral content. You may not use any Footage containing the likeness of a person if such use implies that such person engages in any immoral or illegal activity or suffers from a physical or mental infirmity, ailment or condition. Shutterstock offers licenses that allow for certain "sensitive" uses prohibited by these TOS. Please contact Shutterstock Support for more information;
8. You may not use any Footage (in whole or in part) as a trademark, logo or an element thereof. All trademarks and service marks visible in the Footage are and shall remain the exclusive property of the trademark or service mark owner. If there are any incidental trademarks or logos contained in the Footage, you may not alter these items or use them in any way which implies an association with or an endorsement by the owner(s) of such trademarks. The inclusion of these incidental trademarks in the Footage does not in any way constitute or imply such association with or endorsement of the Footage;
9. You may not share any Footage by providing access to the Footage or making the Footage available on a digital asset management system, shared disk drives, server, intranets, or computer networks of any nature for the purposes of sharing or transferring such Footage;
10. You may not use still images captured from Footage other than the in-context marketing, promotion, and advertising of your derivative works incorporating Footage. If you require such use, please contact Shutterstock Support;
11. You may not use any Footage on a social media platform or other third party website that claims to acquire rights in the Footage contrary to these TOS as a result of such use. Upon Shutterstock's request, you shall immediately remove any Footage from such platform or website. If you require such use, please contact Shutterstock Support;
12. You may not produce or otherwise create for resale or distribution, printed reproductions of any portion of the Footage on canvas, paper or any other medium;
13. You may not falsely represent, expressly or by way of reasonable implication, that any Footage was created by you or a person other than the copyright holder(s) of that Footage;
14. You may not use Footage marked "Editorial Use Only" for commercial purposes;
15. You may not use automated programs, applets, bots or the like to access the Shutterstock Websites or any content thereon for any purpose, including, by way of example only, downloading Footage, indexing or caching the content on the Shutterstock Websites.
16. The Footage and any derivative work incorporating the Footage, may not, in whole or in part, be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into or otherwise made available as screensavers, templates, standalone backgrounds, stock elements, effects imagery elements or downloadable files. You may not post any Footage on any electronic bulletin board, put it on-line in a downloadable form or otherwise make it available to any other person via FTP, IRC, peer-to-peer file sharing services, digital asset management system or the like. The Footage and any derivative work containing the Footage may not, in whole or in part, be included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. These restrictions apply even if the Footage has been significantly altered.
17. You agree to take all reasonable steps to prevent any third party from duplicating or distributing any of the Footage included in your finished work. You may not resell, redistribute or transfer the Footage or any portion of the Footage except as specifically provided herein.
18. If Footage is used in a project that will be reproduced, sold or distributed (e.g., DVDs, home videos, music videos, training videos, etc.) the Footage may not comprise more than fifty percent (50%) of the length of the finished work, even if the Footage is layered with other graphics, nor may the primary value of the work into which the Footage is incorporated come from the Footage.
19. Upon notice from Shutterstock or if you learn that any Footage is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Shutterstock may be liable, or if Shutterstock removes any Footage for any reason, you will remove the Footage from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Footage at your own expense and promptly notify Shutterstock of any such claim (if such notice did not come from Shutterstock). Shutterstock shall provide you with comparable Footage (which comparability will be determined by Shutterstock in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this agreement.
20. Footage with model releases and/or property releases will be marked accordingly on the Shutterstock.com website. Shutterstock does not otherwise provide any trademark or copyright clearances or model or property releases with respect to the Footage and grants no rights and makes no warranties, other than those specifically set forth herein, with regard to the use of names, people, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Footage. You shall be solely responsible for determining whether any clearances or releases are required in connection with any proposed use of Footage. You acknowledge that some jurisdictions prevent the use of a person's image, likeness or property for commercial purposes without their written consent. Shutterstock makes no representations or warranties regarding whether or not any additional fees or payments may be due to any union, association or other organization for use of any Footage.
21. You must retain the copyright notice and the Footage identifying number associated with the Footage as may be included as part of Footage. You may make no more than one (1) high-resolution copy of the Footage for back-up purposes only. Upon the expiration or termination of this agreement, whichever occurs earlier, you shall promptly delete the Footage from your computer or other electronic storage systems.
When incorporating the Footage in print, film, broadcast productions, or video products, you shall provide Shutterstock with a copyright attribution in substantially the following form:
"Footage courtesy of Shutterstock, Inc., Used by Permission"
23. "Non-transferable" as used herein means that except as specifically provided in this agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, the Footage or the right to use the Footage In addition, the work you produce with the Footage must be used for yourself, your direct employer, client, or customer, who must be the end user of your work. You agree to take all commercially responsible steps to prevent third parties from duplicating any Footage. If you plan on using or do use Footage as part of work for a client or customer, you must keep accurate and detailed records of the use of each clip. These records must include the name of the client or customer, the Shutterstock Footage clip number as well as the date or dates on which the Footage was used. You shall promptly deliver copies of such records to Shutterstock at Shutterstock's request.
24. You agree to indemnify and hold Shutterstock, its officers, employees, shareholders, directors and suppliers harmless against any damages or liability of any kind arising from any use of the Footage other than the uses expressly permitted by this agreement. You further agree to indemnify Shutterstock for all costs and expenses that Shutterstock incurs in the event that you breach any of the terms of this or any other agreement between you and Shutterstock.
25. Except as specifically provided herein, neither Shutterstock or any of its directors, officers, employees, partners, licensors, or agents shall be liable for any damages, whether direct, indirect, consequential, or incidental, arising out of the use of, or the inability to use, any Footage.
26. 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 State of New York in the County of New York, or of the United States of America for the Southern District of New York, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect these TOS. 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 State of New York (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. These TOS shall be construed neither against nor in favor of either of the parties, but rather in accordance with the fair meaning thereof. 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 Shutterstock for any breaches of the terms of these TOS.
28. If you are unsure of your rights under this agreement please contact Shutterstock Support at email@example.com.
29. Shutterstock warrants and represents that:
30. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Shutterstock, Shutterstock shall defend, indemnify, and hold you harmless up to the "Limits of Liability" (as hereinafter defined). Such indemnification shall only apply to claims for direct damages directly attributable to Shutterstock'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 Footage downloaded and used by you pursuant to these TOS violate Shutterstock's warranties contained herein. This indemnification is conditioned upon you notifying Shutterstock, 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., Shutterstock Footage ID Number, a link to the Footage 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 faxed to Shutterstock at 1-646-786-4782 with a hard copy to Shutterstock, Empire State Building, 350 Fifth Avenue, 21st Floor, New York, NY 10118, USA, Attention: General Counsel, via Certified Mail, Return Receipt Requested, or overnight courier, recipient's signature required. Shutterstock shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Shutterstock in the defense of any such claim and shall have the right to participate in any litigation at your own expense. Shutterstock shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
31. Notwithstanding any thing to the contrary contained herein, Shutterstock shall not be liable for any damages, costs or losses arising as a result of modifications made to Footage or the context in which the Footage is used by you.
32. Shutterstock's total maximum aggregate obligation and liability to any one customer for all claims shall be limited to Ten Thousand United States Dollars - US,000.00 - (the "Limits of Liability").
IN THE EVENT THAT YOU BREACH ANY OF THE TERMS OF THIS OR ANY OTHER AGREEMENT WITH SHUTTERSTOCK, SHUTTERSTOCK SHALL HAVE THE RIGHT TO TERMINATE YOUR ACCOUNT WITHOUT FURTHER NOTICE. SUCH TERMINATION SHALL BE IN ADDITION TO SHUTTERSTOCK'S OTHER RIGHTS AT LAW AND/OR EQUITY. YOUR RIGHTS UNDER THIS AGREEMENT SHALL IMMEDIATELY TERMINATE UPON YOUR CESSATION OF BUSINESS, INSOLVENCY, ASSIGNMENT OF ASSETS FOR THE BENEFIT OF CREDITORS, BANKRUPTCY OR APPOINTMENT OF A TRUSTEE FOR ALL OR A PORTION OF YOUR ASSETS. UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, YOU SHALL IMMEDIATELY CEASE ALL USE OF THE FOOTAGE IN ANY FORM AND IMMEDIATELY RETURN OR DESTROY ALL COPIES OF FOOTAGE IN YOUR POSSESSION OR CONTROL. ANY PROVISIONS IN THIS AGREEMENT THAT BY THEIR SENSE AND CONTEXT ARE INTENDED TO SURVIVE THE TERMINATION OF THIS AGREEMENT SHALL SURVIVE SUCH TERMINATION. ANY CAUSE OF ACTION THAT SHUTTERSTOCK MAY HAVE AGAINST YOU FOR BREACH OF THIS AGREEMENT PRIOR TO THE DATE OF TERMINATION SHALL SURVIVE SUCH TERMINATION.
SHUTTERSTOCK MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO THE LEGALITY OR VALIDITY OF ANY RELEASE ASSOCIATED WITH ANY FOOTAGE EXCEPT AS PROVIDED ABOVE. THE 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 MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOUR RIGHTS UNDER THIS AGREEMENT MAY VARY FROM STATE TO STATE.
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, SHUTTERSTOCK GRANTS NO RIGHTS AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OF ANY NAMES, TRADEMARKS, LOGOTYPES, MUSIC, LIKENESSES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED OR OTHERWISE INCORPORATED IN ANY FOOTAGE MARKED EDITORIAL. IT IS YOUR RESPONSIBILITY TO ASSURE THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED FOR YOUR USE OF ANY FOOTAGE ARE OBTAINED.
SHUTTERSTOCK DOES NOT WARRANT THAT THE SHUTTERSTOCK WEBSITES 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 FOOTAGE IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING ANY FOOTAGE FOR ANY COMMERCIAL PURPOSES.
EXCEPT AS SPECIFICALLY PROVIDED IN PARAGRAPH 31 HEREOF, IN NO EVENT, SHALL SHUTTERSTOCK'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 SHUTTERSTOCK WEBSITES AND/OR FOOTAGE CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY SHUTTERSTOCK FROM YOU FOR YOUR USE OF THE APPLICABLE FOOTAGE.
NEITHER SHUTTERSTOCK 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 FOOTAGE, SHUTTERSTOCK'S BREACH OF THIS AGREEMENT, OR OTHERWISE, UNLESS EXPRESSLY PROVIDED FOR HEREIN, EVEN IF SHUTTERSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL SHUTTERSTOCK'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 SHUTTERSTOCK WEBSITES AND/OR FOOTAGE CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE LIMITS OF LIABILITY. IN THE EVENT THAT YOU USE FRAUDULENT CREDIT CARD INFORMATION TO OPEN AN ACCOUNT OR OTHERWISE ENGAGE IN ANY CRIMINAL ACTIVITY AFFECTING SHUTTERSTOCK, SHUTTERSTOCK WILL PROMPTLY FILE A COMPLAINT WITH www.ic3.gov, THE INTERNET CRIME COMPLAINT CENTER, A PARTNERSHIP BETWEEN THE FEDERAL BUREAU OF INVESTIGATION (FBI) AND THE NATIONAL WHITE COLLAR CRIME CENTER.
Effective July 22, 2014