This Agreement governs the terms by which members and clients of CameraReady.ca
obtain the right to use stock photographic, illustrations, animations, video,
footage, and other media content provided by members of the CameraReady.ca community
through the web site located at www.cameraready.ca (the “Site”).
to the Site and to the Membership Agreement that all persons providing content
to or downloading content from the Site have previously entered into. In the
event of any inconsistency between this Agreement, the Membership Agreement
reference), the terms of this Agreement shall govern.
1. Background of Agreement
(a) This is a fairly lengthy document, and it contains many important provisions
that affect your rights and obligations. By selecting the correct box at the
end of this Agreement and typing “I Agree” or otherwise signifying
your acceptance, you accept this Agreement either for yourself or on behalf
of your employer or the entity that is identified as the member account holder,
and agree to be bound by its provisions. If you are accepting on behalf of your
employer or the entity that is the member account holder, you represent and
warrant that you have full legal authority to bind your employer or such other
entity. If you do not have such authority or you do not accept or agree with
these terms, do not accept the Agreement and do not download the Content.
(b) In this Agreement: (i) “you” or the “Client” means
you or, if you are accepting on behalf of your employer or member account entity,
then “you” means that employer or entity and affiliates; (ii) “cameraready”
or “we” means CameraReady.ca, operator of the Site; and (iii) “Content”
means any photographic image, illustration, animation, Flash file, film or video
footage, visual representation generated optically, electronically, digitally
or by any other means or in any media or other material that you are downloading
from the Site, together with any accompanying material.
(c) This Agreement is set up as a user-determined document where you will choose
to enter into either our standard royalty-free content license (the “Standard
License”) or an extended license where one or more of the restrictions
of the Standard License are amended for your proposed use of the Content (an
“Extended License”). At the end of this Agreement you will have
the opportunity to select a “Standard License” or an “Extended
License”. The options for the Extended License uses are dependent upon
the Content and whether the supplier of the Content has opted-in to the extended
license options. If you do not specify an Extended License or there is no Extended
License option for the Content you have requested, your download of Content
will be subject to the Standard License.
2. Standard License Terms
We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide
license to use the Content for the Permitted Uses (as defined below). Unless
the activity or use is a Permitted Use, you cannot do it. All other rights in
and to the Content, including, without limitation, all copyright and other intellectual
property rights relating to the Content, are retained by CameraReady or the
supplier of the Content, as the case may be.
3. Permitted Standard License Uses:
(a) You may only use the Content for those advertising, promotional and other
specified purposes which are Permitted Uses (as defined below). For clarity,
you may not use the Content in products for resale, license or other distribution,
unless (i) the proposed use is allowable under an Extended License which is
available for the Content; or (ii) if the original Content has been fundamentally
modified or transformed sufficiently that it constitutes an original work entitling
the author or artist to copyright protection under applicable law, and where
the primary value of such transformed or derivative work is not recognizable
as the Content nor is the Content capable of being downloaded, extracted or
accessed by a third party as a stand-alone file (satisfaction of these conditions
will constitute the work as a “Permitted Derivative Work” for the
purposes of this Agreement). For example, you cannot superficially modify the
Content, print it on a t-shirt, mug, poster, template or other item, and sell
it to others for consumption, reproduction or re-sale. These uses will not be
permitted as or constitute Permitted Derivative Works. If there is any doubt
that a work is a Permitted Derivative Work, you should either obtain an Extended
License or contact CameraReady for guidance. Any use of the Content that is
not a Permitted Use shall constitute infringement of copyright.
(b) Seat Restrictions. Only you are permitted to use the Content, although
you may transfer files containing Content or Permitted Derivative Works to your
clients, printers, or ISP for the purpose of reproduction for Permitted Uses,
provided that such parties shall have no further or additional rights to use
the Content and cannot access or extract it from any file you provide. You may
install and use the Content in only one location at a time, although subject
to the Prohibited Uses and the other terms of this Agreement, you are entitled
to utilize the Permitted Uses an unlimited number of times. You may physically
transfer the Content and its archives from one location to another, in which
case you may use the Content at the new location instead. If you require the
Content to be in more than one location or accessible by more than one person,
you must download the Content from the Site for each such use or obtain an Extended
License for a multi-seat license for the Content. You may make one (1) copy
of the Content solely for back-up purposes, and you must reproduce all proprietary
notices on this single back-up copy.
(c) Permitted Uses. Subject to the restrictions described under Prohibited
Uses below, the following are “Permitted Uses” of Content:
- . advertising and promotional projects, including printed materials, product
packaging, presentations, film and video presentations, commercials, catalogues,
brochures, promotional greeting cards and promotional postcards (ie. not for
resale or license);
- entertainment applications, such as books and book covers, magazines, newspapers,
editorials, newsletters, and video, broadcast and theatrical presentations;
- on–line or electronic publications, including web pages to a maximum
of 800 x 600 pixels;
- prints, posters (i.e. a hardcopy) and other reproductions for personal
use or promotional purposes specified in (1) above, but not for resale, license
or other distribution; and
- any other uses approved in writing by CameraReady.
If there is any doubt that a proposed use is a Permitted Use, you should contact
CameraReady.ca for guidance.
4. Standard License Prohibitions
(a) Prohibited Uses. You may not do anything with the Content that is not expressly
permitted in the preceding section or permitted by an Extended License. For
greater certainty, the following are “Prohibited Uses” and you may
templates, and brochure design templates;
- use or display the Content on websites or other venues designed to induce
or involving the sale, license or other distribution of “on demand”
products, including postcards, mugs, t-shirts, posters and other items (this
includes custom designed websites, as well as sites such as www.cafepress.com);
- use the Content in any posters (printed on paper, canvas or any other media)
or other items for resale, license or other distribution for profit;
- use any of the Content as part of a trade-mark, design-mark, trade-name,
business name, service mark, or logo;
- incorporate the Content in any product that results in a re-distribution
or re-use of the Content (such as electronic greeting card web sites, web
templates and the like) or is otherwise made available in a manner such that
a person can extract or access or reproduce the Content as an electronic file;
- use the Content in a fashion that is considered by CameraReady (acting
reasonably) as or under applicable law is considered pornographic, obscene,
immoral, infringing, defamatory or libelous in nature, or that would be reasonably
likely to bring any person or property reflected in the Content into disrepute;
- use or display any Content that features a model or person in a manner
that (i) would lead a reasonable person to think that such person uses or
personally endorses any business, product, service, cause, association or
other endeavour; or (ii) that depicts such person in a potentially sensitive
subject matter, including, but not limited to mental and physical health issues,
social issues, sexual or implied sexual activity or preferences, substance
abuse, crime, physical or mental abuse or ailments, or any other subject matter
that would be reasonably likely to be offensive or unflattering to any person
reflected in the Content;
- to the extent that source code is contained within the Content, reverse
engineer, decompile, or disassemble any part of such source code;
- remove any notice of copyright, trade-mark or other proprietary right from
any place where it is on or embedded in the Content;
- sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or
distribute the Content or the rights granted under this Agreement;
- install and use the Content in more than one location at a time or post
a copy of the Content on a network server or web server for use by other users;
- use or display the Content in an electronic format that enables it to be
downloaded or distributed via mobile devices or shared in any peer-to-peer
or similar file sharing arrangement;
- use the Content for editorial purposes without including the following
credit adjacent to the Content: “CameraReady.ca/Artist’s Member
- either individually or in combination with others, reproduce the Content,
or an element of the Content, in excess of 500,000 times without obtaining
an Extended License, in which event you shall be required to pay an additional
royalty fee equal to US $0.01 for each reproduction which is in excess of
500,000 reproductions. This additional royalty does not apply to advertisements
in magazines, newspapers or websites or to broadcast by television, web-cast
or theatrical production.
5. Excess Reproduction Run
In the event you contravene subparagraph 4(a)(xiii) above without purchasing
an Extended License, you further agree to notify CameraReady.ca in the event
that you (or a combination of you and others involved with you) reproduce the
Content, or an element of the Content in excess of 500,000 times. Such disclosure
notice must be sent to CameraReady each and every month after which the Content,
or an element of the Content, has been reproduced in aggregate over the term
of this Agreement in excess of 500,000 times. Each such notice must contain
the number of reproductions made in any particular month, provided however the
first such notice will only be require disclosure of those reproductions which
are in excess of 500,000. CameraReady shall invoice you for the fees associated
with such excess use and you agree to pay such invoice within 30 days of receipt.
6. Release information
- CameraReady gives no representations or warranties whatsoever as to the
existence of any Releases associated with the Image(s).
- CameraReady gives no representations or warranties whatsoever with respect
to the use of names, trade marks, logos, uniforms, registered or copyrighted
designs or artistic works depicted in any Image.
You must satisfy yourself that all Releases as may be required for Reproduction
of the Image(s) have been secured. You are solely responsible for obtaining
all such Releases and the License is conditional in each case on your obtaining
them. If you are unsure as to whether any Releases are needed for your Image
usage, then it is your responsibility to consult with relevant parties. You
shall not rely upon any representation or warranty given by CameraReady employees
or representatives save as set out in this Agreement.
7. Term of Agreement
(a) This Agreement is effective until it is terminated. You can terminate this
Agreement by destroying the Content and any Permitted Derivative Works, along
with any copies or archives of it or accompanying materials (if applicable),
and ceasing to use the Content for any purpose. The Agreement also terminates
without notice from CameraReady if at any time you fail to comply with any of
its terms. Upon termination, you must immediately (i) cease using the Content
and for any purpose; (ii) destroy or delete all copies and archives of the Content
or accompanying materials; and (iii) if requested, confirm to CameraReady in
writing that you have complied with these requirements.
(b) CameraReady reserves the right to elect at a later date to revoke or amend
the license granted by this Agreement and replace the Content with an alternative
for any reason. Upon notice, sent to the address or contact information provided
by you for your member account, or such other address as you may advise us in
writing to use, from time to time, of such replacement, the license for the
replaced Content immediately terminates for any products that do not already
exist, and this license automatically applies to the replacement Content. You
agree not to use the replaced Content, or any Permitted Derivative Works, for
future products and to take all reasonable steps to discontinue use of the replaced
Content, or any Permitted Derivative Works, in products that already exist.
8. Limited Representations and Warranties
(a) The Site acts as an exchange of Content between those who provide Content
to the Site and those who wish to use such Content. CameraReady grants no rights
and makes no warranties regarding the use of names, people, trademarks, trade
dress, patented or copyrighted designs or works of art or architecture or other
forms of intellectual property represented in any Content. While we have made
reasonable efforts to correctly categorize and keyword the Content, CameraReady
does not warrant the accuracy of such information.
(b) THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY
OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE. CAMERAREADY DOES NOT REPRESENT OR WARRANT
THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED
OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT
IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT CAMERAREADY) ASSUME
THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE
DOWNLOADING CONTENT THAT IS IN A FLASH FORMAT OR FILE (WHETHER .SWF OR OTHERWISE)
CAMERAREADY MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER,
WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.
(c) Certain jurisdictions do not allow the exclusion of implied warranties,
so the above exclusion may not apply to you. You have specific rights under
this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
9. Limitation of Warranties and Liability
(a) CameraReady’s entire liability and your exclusive remedy, with respect
to any claims arising out of your use of the Content, or out of your actions
in downloading the Content, shall be as follows:
- You may, upon request to CameraReady, be permitted to download the Content
again, at a location CameraReady will provide for you;
- If you continue to be unable to download the Content, CameraReady will
refund the fee actually paid by you for such Content, provided CameraReady
determines in its sole and absolute discretion that you have been unable to
download such Content successfully.
(b) IN NO EVENT SHALL CAMERAREADY OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS
OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR
AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS
OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY
CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS
TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED
TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT
OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF CAMERAREADY UNDER
THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF
ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES
ACTUALLY PAID BY YOU TO CAMERAREADY UNDER THIS AGREEMENT IN RESPECT OF THE USE
OF THE RELEVANT CONTENT.
(d) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION
MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold CameraReady, its affiliates, its Content
providers and their respective directors, officers, employees, shareholders,
partners and agents (collectively, the “CameraReady Parties”) 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 CameraReady Party as a result of or in connection with any breach by you
or anyone acting on your behalf of any of the terms of this Agreement.
11. General Provisions
(a) You specifically agree and acknowledge that you have, in addition to the
terms of this Agreement, reviewed the terms of the Membership Agreement and
therein, and to the extent of their incorporation in this Agreement you agree
to be bound by them.
(b) CameraReady’s failure to insist upon or enforce strict performance
of any provision of this Agreement shall not be construed as a waiver of any
provision or right.
(c) This Agreement is personal to you and is not assignable by you without
CameraReady’s prior written consent. CameraReady may assign this Agreement
without your consent to any other party so long as such party agrees to be bound
by its terms.
(d) If all or part of any provision of this Agreement is wholly or partially
unenforceable, the parties or, in the event the parties are unable to agree,
a court of competent jurisdiction, shall put in place of such whole or part
provision an enforceable provision or provisions, that as nearly as possible
reflects the terms of the unenforceable whole or part provision.
(e) You agree to pay and be responsible for any and all sales taxes, use taxes,
value added taxes and duties imposed by any jurisdiction as a result of the
license granted to you, or of your use of the Content, pursuant to this Agreement.
(f) This Agreement will be governed under the laws of the Province of British
Columbia and the federal laws of Canada applicable therein (without reference
to conflicts of laws principles). This Agreement will not be governed by the
United Nations Convention on Contracts for the International Sale of Goods,
the application of which is expressly excluded. You consent to service of any
required notice or process upon you by registered mail or overnight courier
with proof of delivery notice, addressed to the address or contact information
provided by you at the time the Content was downloaded, or such other address
as you may advise us in writing to use, from time to time.
(g) Any and all disputes arising out of, under or in connection with this Agreement,
including without limitation, its validity, interpretation, performance and
breach, shall be finally settled under the Rules of Arbitration of the International
Chamber of Commerce by a single Arbitrator appointed in accordance with such
rules. The arbitration shall take place in Vancouver, British Columbia, and
shall be conducted in the English language.
(h) The parties have requested that this Agreement and all related documents
be drawn up in English. Les parties ont demand que cette convention ainsi que
tous les documents qui s’y rattachent soient en anglais.
If you have concerns relating to this Agreement, please contact CameraReady
at firstname.lastname@example.org or via phone
at (250) 688-4767.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD
AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN
CONSIDERATION OF CAMERAREADY AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE
BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND
CAMERAREADY, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN,
AND ANY OTHER COMMUNICATION BETWEEN YOU AND CAMERAREADY RELATING TO THE SUBJECT
OF THIS AGREEMENT.