This is a legal agreement between the end user Licensee and Rouviere Media, located at 1099 E 360 S, Provo, UT 84606, for Stock Images. By accessing or using the Stock Images, the licensee agrees to be bound by the terms and conditions of this Agreement. By selecting the “I accept terms the Terms of Usage” checkbox on the registration form and/or purchasing a Stock Image from Rouviere Media on its website www.rouviere.com or in another format, you as the licensee agree to be bound by the provisions of this Agreement. If you are accepting on behalf of your employer, you represent and warrant that you have full legal authority to bind your employer. If you do not have such authority or do not accept or agree with these terms, do not accept the Agreement or download Stock Images.
All images included in this site are copyrighted and all rights to these images are owned by Rouviere Media. By this agreement, you are only granted a limited license to use the images in accordance with the terms of this Agreement. All rights that are not specifically granted to the Licensee by this Agreement are reserved.
This agreement applies to our Standard Stock Images license, not to a Restricted Rights License as determined by the stock photo selections you make on the website.
1 – Definitions
“Stock Image” means any single image or photograph obtained via download from Rouviere Media’s website or delivered by Rouviere Media in any storage media or format, and shall include all metadata including keywords, descriptions and captions associated with the image in addition to any replacements, modified versions, additions or copies provided to the Licensee by Rouviere Media.
“Derivative Works” means modifying a Stock Image or Stock Images by combining all or part of other images, artworks or design elements to create something materially different.
“Licensee” means you, if you are an individual entering into this Agreement on your own behalf; your employer, if you are entering into this Agreement on behalf of your employer; or your client, if you are an agent entering into this Agreement on behalf of your client. If you are acting on behalf of your employer or client, you represent and warrant that you have the full legal right and authority to enter into this Agreement and bind such employer or client, will use the Stock Images only for the interest of such employer or client, and agree to be bound by the terms and conditions of this Agreement.
“Licensor” means Rouviere Media.
“Extended License” means the agreement offered by Rouviere Media in which one or more of the restrictions of this Agreement have been modified for Licensee’s proposed use of the Content. See the addendum below for more information on the Extended License Agreement.
“Restricted License” means a special category of Stock Images on the Rouviere Media site that are not available under the two previous licenses. Please contact Forrest Anderson at firstname.lastname@example.org for information on how to purchase a license on photos that have this restriction. A minority of photos on the site have this restriction.
2 - Rights
Subject to Licensee’s payment of the license fee for the Stock Images and Licensee’s compliance with the terms of this Agreement, Licensor grants Licensee a non-transferable, non-exclusive, non-sublicensable right to use and reproduce the Stock Images, only for the Permitted Uses described below. No ownership or copyright in any Images shall transfer to Licensee by the grant of the license contained in this Agreement. All rights not specifically granted by this Agreement are retained by Licensor.
3 - Number of Users
This is a single-user license to be used only by the Licensee; however, the Licensee may transfer files that contain the Stock Images, provided the transfer does not allow others to extract or access the Stock Images as a stand-alone file. The Licensee may only use the Stock Images on one (1) computer at any given time. Before accessing the Stock Images in more than one (1) location or permitting additional access to another individual, the Licensee must contact Rouviere Media to upgrade its license. Rouviere Media reserves the right to monitor Licensee’s account and implement any measure to prevent Licensee from sharing personal log-in information.
4 - Permitted Uses
Licensee may, subject to the Restrictions on Use listed below, use, alter, crop, modify, or adapt the Stock Images only in connection with the following permitted uses. Any use of the Stock Images that is not a Permitted Use shall constitute copyright infringement, entitling Rouviere Media to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
1. Print media (provided that such use is not intended to allow the re-distribution or re-use of the Content), including advertising and promotional materials, editorial publications, books, magazines, newspapers, and newsletters, provided the aggregate reproduction of the Stock Images is five hundred thousand (500,000) or less.
2. Ebooks, including multi-seat license electronic books, provided the aggregate reproduction of any Stock Image is five hundred thousand (500,000) or less;
3. Multimedia presentations, including film and video presentations, and broadcast and theatrical exhibitions.
4. Internet, intranet, online or web-based media, provided the resolution of the Stock Image does not exceed 72 dpi and 600 pixels. Larger sizes up to 1200 x 800 pixels may be displayed provided adequate protection is in place to prevent copying.
5. Reproductions for personal use, including poster and décor prints, provided they are not for resale, license, or other distribution.
6. Documents in connection with Licensee’s business, such as business cards, letterhead, brochures, catalogs, advertising or promotional posters, displays, presentations, conventions and trade shows, provided the Stock Images are not incorporated into or function as a logo, trademark, or service mark and provided the aggregate reproduction of any Stock Image is five hundred thousand (500,000) or less
7. Derivative works incorporating a Stock Image, provided the Licensee acknowledges that the right to produce derivative works incorporating the Images in no way grants to Licensee or any other party any right to the intellectual property or other rights to the Stock Image, and provided the Licensee does not use the Stock Image in any electronic template or application, including those that are internet-based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to: website designs, presentation templates, electronic greeting cards, or any other electronic or printed matter without obtaining a license for such purpose.
8. Temporary copies to others of Stock Images and Derivative Works which are an integral part of Licensee’s work product as reasonably required to produce a finished product in the normal course of Licensee’s workflow.
9. If in doubt that a proposed use is a Permitted Use, contact Rouviere Media for guidance. Additional uses must be approved in writing by Rouviere Media.
5 – Restrictions
Licensee may not:
1. use or permit the use of Stock Images beyond the terms of this Agreement without first obtaining an additional license.
2. Sublicense, sell, distribute, assign, convey, lend or transfer the Images, or any copy thereof, this Agreement, or any of the rights under this Agreement to another person or legal entity who is not also a licensee.
3. Sell, license, or distribute its final product in such a way that allows others to extract or access the Images as a stand-alone file.
4. Use or display the Images in any item intended for resale, license, or other distribution or for use in “print on demand” products, including but not limited to t-shirts, postcards, posters, mugs, artwork, etc.
5. Incorporate the Images into a logo, trademark, or service mark.
6. Distribute, post, or upload the Stock Images online or on a server in a downloadable format or enable any of them to be distributed via mobile telephone devices.
7. Use or permit the use of the Stock Images in any electronic template or application, including those that are internet-based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to: website designs, presentation templates, electronic greeting cards, or any other electronic or printed matter.
8. Use or permit the use of the Stock Images in any way that is in Licensor’s reasonable opinion pornographic, defamatory, obscene, offensive, libelous, or in any way illegal, whether directly or in context or juxtaposition with specific subject matter and/or other materials.
9. Use or permit the use of the Stock Images in any way that infringes on any copyright, trade name, trademark, service mark, or intellectual property, claims any proprietary rights of any sort in the Stock Images or any part thereof, removes any notice of copyright, logo or other proprietary right from any place where it is on or embedded on the Stock Image or is intended to assist in defeating technical copyright protections.
10. Use or permit the use of Stock Images that depict a person as part of any use involving sensitive subjects, including, without limitation, topics that may depict the subject matter of the Stock Images in a negative or unfavorable light, that subject persons to ridicule, imply illegal activities, and topics regarding all sexual issues, feminine hygiene, incontinence, impotence, sexually transmitted diseases, teen pregnancy, abortion and adoption, welfare or economic aid, dating agencies, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, homosexual or alternative lifestyles, political or religious affiliation, medical conditions or procedures, other health and mental health issues, or disparagement of a person or product.
11. Use or permit the use of Stock Images in any way in connection with or condoning illegal activities of any kind, including unlawful internet gambling, illegal drugs, export control laws or illegal arms trafficking or activities that are otherwise illegal or solicit content that is illegal under laws applicable to the licensee and Rouviere Media.
12. Use or permit the use of Stock Images in any way that is excessively violent, incites violence, threatens violence or contains harassing content or hate speech.
13. Use or permit the use of Stock Images in any way that is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes.
14. Use or permit the use of Stock Images in any way that is defamatory or violates a person’s privacy.
15. Use or permit the use of Stock Images in any way that creates a risk to a person’s safety or health, public safety or health, national security or law enforcement efforts or is intended to harass or threaten anyone.
16. Use or permit the use of Stock Images in any way that improperly exposes trade secrets or other confidential or proprietary information of another person.
17. Use or permit the use of Stock Images in any way that is otherwise malicious or fraudulent or may result in retaliation against Rouviere Media, by offended recipients.
18. Use or permit the use of Stock Images featuring a model in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, without accompanying such use with a written statement that indicates that the person is a model and the Stock Images is being used for illustrative purposes only.
19. Reproduce the Stock Images or any part thereof more than five hundred thousand (500,000) times without first obtaining an Extended License.
20. Download, stockpile, or otherwise store Stock Images not used within the Agreement’s terms.
21. Use an automated program to download Stock Images.
22. Ship, transfer, or export any Stock Images into any country where such images are prohibited, or use any Stock Images in any manner prohibited by any export laws, restrictions, or regulations.
23. 18. Use or permit the use of any photo identified as Editorial Use Only, for any commercial, promotional, endorsement, advertising or merchandising use. Editorial Use only means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections.
The license may not copy the Stock Images, except as set forth in the Permitted Use section. This license does not grant the Licensee any intellectual property rights in the Stock Images.
6 - Image Credit
If any Image is used in an editorial manner, the credit line, “© Rouviere Media/ Forrest Anderson” must appear adjacent to the Image. Images used for advertising and commercial purposes do not require credit.
7 - Termination and Revocation
This Agreement is effective until terminated. Licensee can terminate this Agreement by destroying the Stock Images, any related derivative works, and any copies of them or accompanying materials, and ceasing to use the Stock Images and any derivative works related thereto. Licensor reserves the right to automatically terminate this Agreement and revoke the license contained in this Agreement without notice and without refund if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately stop using the Stock Images, delete the Stock Images and all copies from all computer systems and storage, and destroy all other copies.
Licensor reserves the right to discontinue Licensee’s use of any Stock Images for any reason and may elect to replace such Stock Images with alternate Stock Images, and this Agreement shall automatically apply to such alternate Stock Images. Upon notice to discontinue the use of any Stock Images, Licensee agrees not to use the Stock Images in the future and shall where possible ensure that its clients and customers do likewise.
8 - Refund Policy
All refunds are subject to the approval of Rouviere Media. Licensee may be eligible for a refund, at Licensor’s reasonable discretion, for any of the reasons listed below. If a refund is approved, Rouviere Media shall refund Licensee’s payment to the credit card used to pay the license fee. Any refund would be less shipping, handling and media costs, and subject to removal of all copies of Stock Images from licensee’s systems, networks, media and printed materials.
1. Failed download: If, for technical reasons, Licensee is unable to successfully download the Stock Images, please contact Rouviere Media to try to resolve the problem before requesting a refund.
2. Duplicate download: When the identical Image is downloaded by mistake more than one time.
9 - Warranty and Disclaimers
Licensee represents and warrants that it has the full legal right and authority to enter into this Agreement and that it will not use the Stock Images in any way that it not permitted by this Agreement. Licensee will be liable for any failure of Licensee to abide by any term or condition of this Agreement.
Rouviere Media makes every effort to ensure the accuracy and reliability of the content and services on our website. However, the Licensee acknowledges that the Stock Images are provided “as is” and Rouviere Media is not liable for any loss, cost or damage arising out of any inaccuracies, errors or omissions contained in the Rouviere Media services.
Unless indicated, Rouivere media gives no representation or warranties with respect to accuracy of caption or keyword information, model or property releases, use of names, trademarks, logos, uniforms, registered, unregistered or copyrighted designs, or works of art or architecture or other forms of intellectual property depicted in any Stock Image or Stock Images, and Licensee must satisfy itself that all the necessary rights, consents, or permissions regarding any of the above, as may be required for reproduction, have been obtained. Licensee acknowledges that some jurisdictions provide legal protection against a person’s image, likeness, or property being used for commercial purposes without their consent.,
Rouviere Media makes no representation, warranty or condition of any kind, either express or implied, regarding the Stock Images or their delivery systems, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose or noninfringement. Rouviere Media, does not represent or warrant that the product will meet licensee’s requirements or that its use or the use of the website will be uninterrupted or error free. The entire risk regarding the quality and performance of the Stock Images is with the Licensee. In no event shall Rouviere Media or any of its affiliates, directors, officers, employees, agents, attorneys, and successors be liable to Licensee or any other person or entity for any general, punitive, special, exemplary, direct, indirect, consequential, or incidental damages; lost profits or loss of prospective compensation, goodwill or loss thereof; or any other damages, costs or losses arising out of Licensee’s use of the Stock Images, or otherwise, even if Licensor has been advised of the possibility of such damages, costs, or losses.
Rouviere Media’s entire liability and Licensee’s sole and exclusive remedy with respect to any claims arising out of this agreement or in connection with Licensee’s use of or inability to use the Stock Images, or out of Licensee’s actions in downloading the Stock Images (whether in contract, tort, or otherwise) shall, to the extent permitted by law, be limited to the replacement of the Stock Images. All claims must be brought within twelve (12) months of the date that Licensee discovered the claim, or shall be waived.
The representations and warranties made by Rouviere Media, in this agreement apply only to the Stock Images as delivered by Rouviere Media and will be invalid if the Stock Images are used by Licensee in any manner not specifically authorized in this agreement or if Licensee is otherwise in breach of this agreement. Should the Licensee violate any terms of this agreement, the Licensee agrees to indemnify and hold harmless Rouviere Media and its directors, agents and photographers against any and all claims, liabilities, damages, costs and expenses, including attorney’s fees, resulting from any breach of this Agreement by the Licensee.
Rouviere Media shall not be liable for any damages, costs or losses arising as a result of modifications made to Stock Images by the Licensee or the context in which the photo is used by by the Licensee.
10 - Indemnity
The Licensee agrees to indemnify, defend and hold Rouviere media, its affiliates, Stock Image providers, and their respective directors, officers, partners and agents 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 Rouviere Media party as a result of or in connection with any breach or alleged breach by the Licensee or anyone acting on the Licensee’s behalf of any of the terms of this Agreement.
Use of any Stock Image beyond the rights granted in this Agreement constitutes copyright infringement and is punishable to the full extent of the law.
To the extent that it would otherwise apply, the United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If Rouviere Media is obligated to go to court to enforce any of its rights, Licensee agrees to reimburse Rouviere Media for its legal fees and disbursements if Rouviere Media is successful. The parties agree that this Agreement has been and shall be written in the English language.
11 - Assignment
Rouviere Media may assign or transfer this Agreement. Licensee may not assign or transfer to anyone else the rights granted to Licensee in this Agreement without the prior written consent of Rouviere Media.
12 – Taxes
Taxes. Licensee shall be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of Licensee’s use of the Images or as a result of the license granted to Licensee.
If one or more of the provisions contained in the Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.
No action of Rouviere Media, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Rouviere Media in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion, and it will not be construed as a waiver of any other right or provision.
Entire Agreement. This Agreement contains all the terms of the agreement between Rouviere Media and the Licensee concerning the use of the Stock Photos and no term or conditions may be added or deleted unless made in writing and signed by Rouviere Media. Rouviere Media has the right to modify the terms of this Agreement at any time, and such modifications will be deemed effective when posted on Rouviere Media’s website. The Licensee agrees to be bound by such modifications; however, if such modifications are not acceptable to Licensee, Licensee may terminate this Agreement in accordance with this Agreement. In the event of any inconsistency between the terms contained herein and the terms contained on any writing sent by the Licensee, the terms of this Agreement shall govern.
This License will be governed by the laws in force in the State of North Carolina excluding the application of its conflicts of law rules. This License will not be governed by the United Nations Convention on contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this License is found void and unenforceable, it will not affect the validity of the balance of the License, which shall remain valid and enforceable according to its terms. Licensee agrees that the Stock Images will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.
This License shall automatically terminate upon failure by Licensee to comply with its terms. All copyright provisions and restrictions contained therein shall survive termination. This License may only be modified in writing signed by an authorized officer of Rouviere Media.
Addendum - Extended License Provisions
In addition to the terms and conditions contained in this Agreement, the following terms shall apply if Licensee purchases the applicable Extended License:
1. Reproduction/Unlimited Print Run - Notwithstanding the restrictions contained in this Agreement limiting the Licensee to 500,000 reproductions, the Licensee shall, with respect to the Stock Images, be entitled to an unlimited number of reproductions. The Agreement shall be deemed amended accordingly and all other terms and conditions of the Agreement remain in full force and effect.
2. Notwithstanding the restriction contained in Restrictions above prohibiting the use or display of the Stock Images in any item intended for resale, license, or other distribution, and the restriction prohibiting the use of the Images in any electronic template or application, Licensee shall, with respect to the Images, be entitled to produce physical items for resale, including t-shirts, postcards, greeting cards, calendars, mugs, and mouse pads, and produce electronic items for resale, including electronic templates or applications, provided these products are not intended to allow the re-distribution or re-use of the Stock Images.
3. Extend usage of the Stock Images to more than one person within your organization, so that you shall be entitled with respect to these Stock Images to an unlimited number of seats of users of the Stock Photos within your organization, provided the users are all employees or agree with Rouviere Media to be bound by the Agreement and that you remain liable for all use by such additional users.
The Licensee agrees to indemnify Rouviere Media and its parties from any cost, liability, damages or expense incurred by any of them relating to or in connection with any resale merchandise using the Stock Images. Licensee further agrees to defend, indemnify, and hold Rouviere Media and its subsidiaries, affiliates, and image providers and their respective officers, directors, and employees harmless from all claims, damages, liabilities, cost, and expenses (including reasonable attorneys' fees and costs), arising out of or in connection with the resale items.
The right to produce resale in no way grants to the Licensee or any other party, including any recipient of the resale items, any right to the intellectual property or other rights to the Stock Images.
The Agreement shall be deemed amended accordingly and all other terms and conditions of the Agreement remain in full force and effect, including all.
Should the Licensee decide not to obtain an Extended License for Stock Images produced in excess of 500,000 times, they will be required to pay an additional royalty fee equal to US $0.01 for each reproduction in excess of 500,000 reproductions. This does not apply to website advertisements or television broadcasts. The Licensee must provide a disclosure notice to Rouviere Media each and every months after which the photo has been reproduced in excess of 500,000, containing the number of reproductions made in any given month over 500,000. Rouviere Media will invoice the Licensee for the royalty fees associated with such excess use and the Licensee agrees to pay such invoice within 30 days of receipt.
In the event that the Licensee uses fraudulent credit card information to purchase Stock Images from Rouviere Media, Rouviere Media 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.
Rouviere Media reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the photo with an alternative for any reason. Upon notice, sent to the address or contact information provided by the, or such other address as the Licensee may advise Rouviere Media to use, the license for the replaced photo immediately terminates for any products that do not already exist, and this license automatically applies to the replacement photo. The Licensee agrees not to use the replaced photo, or any permitted derivative works, for future products and to take all reasonable steps to discontinue use of the replaced photo, or any permitted derivative works, in products that already exist.
(Upon notice from Rouviere Media, or upon the Licensee’s knowledge that any photo is subject to a threatened, potential or actual claim of infringement of another's right for which Rouviere Media may be liable, the Licensee must immediately and at their own expense stop using the photo; delete or remove the photo from the Licensee’s premises, computer systems and storage (electronic or physical); and ensure that the Licensee’s clients, printers or ISPs do likewise. Rouviere Media shall provide the Licensee with a replacement photo (which shall be determined by Rouviere Media in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
If you have concerns relating to this Agreement, please contact Rouviere Media at rouviere.com or via phone at 919-303-9586.
Because of technical difficulties with the Internet, software or transmission problems could produce inaccurate or incomplete copies of information contained on Rouviere Media’s website. Computer viruses or other destructive programs may also be inadvertently downloaded from the website. Rouviere Media makes every effort to prevent this, but shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this web site or your downloading of any of the Stock Images from this website. Rouviere Media strongly recommends that you install anti-virus or other protective software.
You acknowledge that you have read this Agreement, understand it, and have had an opportunity to seek independent legal counsel priot to agreeing to it. In purchasing Stock Images from Rouviere Media, you agree to be bound by the terms and conditions of this Agreement. You further agree that this Agreement is the complete and exclusive statement of the Agreement between you and Rouviere Media, and that it supersedes any proposal or prior agreement, oral or written, and any other communication between you and Rouviere Media relating to the Stock Images involved in this Agreement.