Applies to Royalty Free Images Purchased online and on CD ROM, hereafter called the Images.
This is a legal agreement between you, hereinafter referred to as "the Licensee", and Westend61
Toth & Staufer GBR, hereafter called Westend61. By using the Images you agree to be bound by
this licence. If you do not agree with this license, you have to report this to Westend61, or to the
local sales partner respectively, within 10 working days from the date you acquired the Images in
order to receive a full refund.
If you are entering this agreement on behalf of your employer, the licence granted and restrictions
and limitations recited herein apply to your employer as well as to you as a representative of your
employer. Should you cease working for your employer, your employer may continue to operate
under this Agreement.
1. Grant of Rights
1.1
Westend61 grants to the Licensee a non-transferable nonexclusive license to use the Images, in
consideration of the obligations, warranties and undertakings of the Licensee in this Agreement, and
subject to and conditional upon their full and timely performance and observance.
1.2
This licence permits the following uses of the Images: You may use the images in your personal,
professional, editorial and client projects including printed materials, advertisements, packaging,
presentations, film, video, commercials for television broadcast, online or multimedia projects,
computer games and web designs.
1.3
The Images may be accessed and used by up to 10 employees of the Licensee, on a computer
network. For sharing on larger networks, an upgrade license is required. Please approach
Westend61 or one of our sub-contractors for this purpose. You may make one copy of an image
solely for backup or archival purposes or transfer the image to a single hard drive, provided that you
keep the original and accompanying documentation in your possession.
2. License Restrictions and Warranties
2.1
The Licensee warrants and undertakes not to assign or license the use of the Images or any portion
thereof for any purpose other than those purposes specifically agreed between Westend61 and the
Licensee under this Agreement. The Images may not be resold or otherwise made available for use
or distribution separately or detached from a product or web page. The Licensee may not loan, rent,
hire or otherwise transfer or purport to transfer the right to use the Images in any way to any other
person or entity, including but not limited to: the design of websites, digital cards, business cards or
any other digital or print media.
2.2
Use as a logo, trademark or service mark is not permitted.
2.3
The Images may not be placed on any electronic bulletin board, or online in a downloadable format,
or used in a Website at a resolution higher than 72dpi.
2.4
You may not under the terms of this Agreement use the Images in commercial products where the
Images make up a significant part of the re-sale value of the product (i.e., postcards, posters,
calendars, etc.). For such usages of an Image you must acquire an extended onetime Commercial
Product Image License from Westend61.
2.5
It is forbidden to use the Images or portions of them for the production of pornographic,
defamatory, libellous or defamatory materials, or allow this to other parties, whether directly or in
context or juxtaposition with other materials. In connection with a subject that would be unflattering
or unduly controversial to a reasonable person, including but not only: sexual issues, AIDS, serious
physical or mental diseases, drug abuse, etc., the Licensee must accompany each such use with a
statement that indicates that the person is a model and that the Images are being used for illustrative
purposes only. If the Licensee intends to use the Images for such sensitive issues, then he is obliged
to inform and ask for permission of such application with Westend61 beforehand.
2.6
The Licensee accepts and warrants that the use of the Images shall not infringe any third party
rights, of any nature, and any liability for the infringement of third party rights, of whatsoever
nature, shall rest with the Licensee. The Company grants no rights and makes no warranties with
regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs
or works of art or architecture depicted in the Images, and Licensee must satisfy itself that all the
necessary rights or consents regarding any of the above, as may be required for reproduction, have
been obtained.
2.7
This Agreement is valid until its end. This Agreement terminates automatically upon failure by the
Licensee to comply with its terms.
3. Copyright
The Images is copyright Westend61 and/or its licensors. The Images is protected by German
Copyright laws, international treaty provisions and other applicable laws. No title or intellectual
property rights in The Images are transferred to the Licensee.
4. Limited Warranty
Westend61 warrants for a period of 60 days from delivery that the Images is free from defects in
material and workmanship. Your sole and exclusive remedy for a breach of this warranty is the
replacement of the Images or a refund of the purchase price, at the option of Westend61.
Westend61 makes no other warranty nor agrees any other condition, representation or undertaking,
either express or implied, of any nature, including as to merchantability, satisfactory quality, fitness
for any particular use or compatibility with any computer or other kind of equipment. Neither
Westend61 nor any of its agents or employees shall be liable to any distributor or other reseller,
customer, end user or other person or any indirect, incidental, special or consequential damages
(including loss of profit, business, revenue, goodwill or anticipated savings) resulting from its
performance or non-performance of this Agreement or the use of, or inability to use the Images
provided under this Agreement or arising (or which might be claimed) under any other cause of
action or theory of claim.
5. Determination
It shall constitute repudiation by the Licensee of its obligations under this Agreement if:
5.1 The Licensee fails to pay any amount due under this Agreement within 10 working days of the
due date.
5.2 The Licensee is in breach of any other term of this Agreement.
5.3 Any of the Licensee's representations shall prove to have been incorrect.
5.4 The Licensee is declared or becomes insolvent or bankrupt, or the Licensee is put into
examinership, receivership, administration or liquidation. Westend61 reserves the right to accept
such repudiation on the part of the Licensee and to determine the license Agreement forthwith and
to demand the immediate return of all Images in whatever form supplied or held created or
produced by the Licensee.
6. General Provisions
6.1
The provisions of this Agreement shall be governed by and construed in accordance with the laws
of the Federal Republic of Germany, whose courts shall be the courts of sole jurisdiction in relation
to this Agreement. Notwithstanding the foregoing, the Westend61 shall have the right to commence
and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction
to obtain injunctive or other relief against Licensee.
6.2
This Agreement will not be governed by the United Nations Convention on Contracts for the
International Sale of Goods. If any part of this Agreement is found void and unenforceable, it will
not affect the validity of the balance of the Agreement, which shall remain valid and enforceable
according to its terms.
