License Agreement

Dear Markedshot 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 Markedshot Pte. Ltd., incorporated in Singapore with its office at The Hangar, 21 Heng Mui Keng Terrace, Singapore 119613 (referred to hereafter as "Markedshot").

"Image(s)" means photos, drawings and the like available for license from Markedshot website.

The following license agreement("License") constitutes an agreement between Customer and Markedshot setting forth the rights and obligations with respect to any Images licensed by you. By agreeing to the License, you agree that these terms control your rights and obligations with respect to all Image licenses set forth herein, notwithstanding the subscription or license you may be purchasing today. Please revisit these License when you purchase any Images.

Part I Image License
Part II Warranties and Representations
Part III Indemnification and Liability
Part IV Additional Terms

PART I IMAGE LICENSE

Markedshot hereby grants you a non-exclusive, non-transferable right to use, modify and reproduce Images worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:

  1. Unlimited License

    1. As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc.).

    2. Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, billboards, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books.

    3. As part of an "Out-of-Home" advertising campaign.

    4. Incorporated into film, video, television series, advertisement, or other multimedia productions for distribution in any medium now known or hereafter devised (each a "Production"), without regard to audience size.

    5. For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).

    6. Incorporated into merchandise intended for sale or promotional distribution (collectively "Merchandise"), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution.

    7. In wall art (and without requiring further creative or functional elements) for decorative purposes.

    If the Unlimited License do not grant the rights you require please contact us. (Email: support@markedshot.com)

  2. Restrictions on Use of Image

    YOU MAY NOT:
    1. Use Image other than as expressly provided by the license you purchased with respect to such Image.

    2. Portray any person depicted in Image (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.

    3. Use any Image in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.

    4. Use Image designated "Editorial Use Only" for commercial purposes.

    5. Resell, redistribute, provide access to, share or transfer any Image except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of content through which third parties may search and select from such content.

    6. Use 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.

    7. Use any Image (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.

    8. 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.

    If you require any of the foregoing rights, please contact us. (Email: support@markedshot.com)

PART II WARRANTIES AND REPRESENTATIONS

  1. Markedshot warrants and represents that Markedshot's contributors have granted Markedshot all necessary rights in and to the Images to grant the rights set forth in Part I as applicable.

  2. While Markedshot makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Image designated "Editorial Use Only", MARKEDSHOT MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; OR II) IMAGE DESIGNATED "EDITORIAL USE ONLY". For the sake of clarity, Markedshot will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, or the use of Images designated Editorial Use Only.

  3. MARKEDSHOT MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.

PART III INDEMNIFICATION AND LIABILITY

  1. Markedshot shall not be liable for any damages, costs or losses arising as a result of modifications made to the Image or due to the context in which the Image is used by you.

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

PART III INDEMNIFICATION AND LIABILITY

  1. "Non-transferable" as used herein means that except as specifically provided in these License, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Images or the right to use the Images. You may however, make a one-time transfer of Images to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Image subject to the terms and conditions herein. If you become aware that any Social Media Website uses any Image in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Images from such Social Media Site, and to promptly notify Markedshot of each such Social Media Website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Visual Content. If you become aware of any unauthorized duplication of any Visual Content please notify us via email at support@markedshot.com.

  2. If you use any Image as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Markedshot, upon Markedshot's reasonable request.

  3. If you are entering into these License 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 Markedshot for any breaches of the terms of these License.

  4. If any individual term of these License is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the License, so that these TOS shall otherwise remain in full force and effect.

  5. It is expressly understood and agreed that this License is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this License as to third parties.

  6. In the event that you breach any of the terms of this or any other agreement with Markedshot, Markedshot shall have the right to terminate your account without further notice, in addition to Markedshot's other rights at law and/or equity. Markedshot shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.

  7. Except as expressly set forth herein, Markedshot grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be visible in the Image, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Image. Markedshot only has model or property releases where expressly indicated on the Markedshot website.

  8. Except as specifically provided in Part III hereof, in no event, will Markedshot's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Markedshot websites and/or Image contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Markedshot from you for the applicable Image license.

  9. Neither Markedshot 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, Markedshot's breach of this agreement, or otherwise, unless expressly provided for herein, even if Markedshot has been advised of the possibility of such damages, costs or losses.

  10. Except as expressly set forth in Part II, all Image is 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. Some Image may contain elements that require additional clearance if the Image is modified or used in a particular context. If you make such modification or use Image in such context, you are solely responsible for obtaining any additional clearances thereby required.

  11. Markedshot does not warrant that the Images, Markedshot 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 Images is solely with you.

Effective 28 October 2016