This Image Usage Agreement ("Agreement") is by and between Incorporated Research Institutions for Seismology ("IRIS") and the agency, organization, institution, and/or individual entering into this Agreement ("User"). (A User is anyone who downloads images from the IRIS Image Gallery.)
I. LICENSE GRANT
1.1 Subject to the restrictions set forth in Article II, IRIS hereby grants to User a limited, non-exclusive, non-transferable, revocable, worldwide license to download any photos or other materials ("Images") made available to User via the IRIS Image Gallery solely for its ordinary personal and/or educational/academic/professional purposes.
II. USE RESTRICTIONS
2.1 User may not: (a) sell, license, sublicense, rent any Image, (b) use any Image in any manner which may be considered offensive, indecent or objectionable, or to defame, libel or discriminate, or (c) compete against IRIS either directly or indirectly using the Images.
2.2 User acknowledges that a breach of its obligations under this Agreement will result in irreparable and continuing damage for which monetary damages may not be sufficient, and agrees that IRIS will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive and/or other equitable relief, and such further relief as may be proper from a court of competent jurisdiction. All remedies of IRIS set forth in this Agreement are cumulative and in addition to and not in lieu of any other remedy of IRIS at law or in equity.
2.3 User agrees to use the Images only as expressly permitted by this Agreement and in accordance with all applicable laws, rules and regulations. Except as expressly set forth herein, User shall have no other rights or license of any kind with respect to the Images.
3.1 There are no fees under this Agreement.
IV. TERM OF AGREEMENT
4.1 The term of this Agreement shall continue in effect unless and until (a) the parties mutually agree to terminate this Agreement, or (b) IRIS terminates this Agreement in accordance with Section 5.1.
V. TERMINATION OF AGREEMENT
5.1.2 IRIS may terminate this Agreement immediately if User breaches this Agreement.
5.2 Upon the expiration or termination of this Agreement, User shall immediately cease all use of any photos to which it has received a license under Section 1.1.
VI. DISCLAIMERS; LIMITATION OF LIABILITY
6.1 User represents, warrants and covenants that it will comply with all of its obligations set forth in this Agreement.
6.2 EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE IMAGES OR THE IRIS IMAGE GALLERY, THE TIMELINESS THEREOF, THE RESULTS TO BE OBTAINED BY THE USE THEREOF OR ANY OTHER MATTER. FURTHER, IRIS EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.3 IN NO EVENT SHALL IRIS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFITS OR REVENUES OR OTHER ECONOMIC LOSS OF LICENSEE OR ANY THIRD PARTY), WHETHER IN TORT, CONTRACT OR OTHERWISE, AND WHETHER OR NOT IRIS HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THE FOREGOING IS NOT ENFORCEABLE FOR ANY REASON, IRIS' TOTAL LIABILITY HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS.
7.1 User, at its expense, will indemnify, defend and hold harmless IRIS and its affiliates and their officers, directors, managers and employees, (collectively, the "Licensee Indemnified Parties") from and against any claims, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees, based on or arising out of (a) User's breach or alleged breach of this Agreement, or (b) User's use of the Image(s).
VIII. PROPRIETARY RIGHTS
8.1 User acknowledges that title and ownership rights in and to the Images and materials contained in the IRIS Image Gallery and all the rights therein and legal protections with respect thereto remain exclusively with IRIS and its third party providers and that User receives no proprietary rights whatsoever in or to such materials except for the license granted herein.
9.1 This Agreement shall not be assigned or transferred by User without the prior written consent of IRIS, and any attempt by User to so assign or transfer this Agreement without such written consent shall be null and void. This Agreement shall be valid and binding on the parties hereto and their successors and permitted assigns.
X. RELATIONSHIP OF THE PARTIES
10.1 The parties are independent of one another. Nothing in this Agreement will be construed to constitute or appoint either party as the agent, partner, joint venturer or representative of the other party for any purpose whatsoever, or to grant to either party any right or authority to assume or create any obligation or responsibility, express or implied, for or on behalf of or in the name of the other, or to bind the other in any way or manner whatsoever.
XI. GOVERNING LAW AND VENUE
11.1 This Agreement shall be governed by, and construed in accordance with, the laws of the District of Columbia without regard to its conflict or choice of laws principles. The parties hereby consent to the exclusive jurisdiction of, and venue in, any federal or other court of competent jurisdiction located in the District of Columbia for the purposes of adjudicating any matter arising from or in connection with this Agreement.
12.1 All notices given under this Agreement must be in writing, by certified mail (return receipt requested), overnight courier or personal delivery.
13.1 Articles II through XIV shall survive the expiration or termination of this Agreement.
14.1 This Agreement supersedes all prior agreements and understandings, and constitutes the complete agreement and understanding between the parties with respect to the subject matter hereof. No amendment or other modification to this Agreement shall be valid or binding with respect to either party unless acknowledged and agreed to in writing and signed by a duly authorized officer of each party. Any forbearance or delay on the part of either party in enforcing any provision of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or of a right to enforce same for such occurrence or any future occurrence. Except for the right of IRIS' third party providers to enforce this Agreement with respect to their respective Images, no other party is intended, or shall be deemed, to be a beneficiary of any provision of this Agreement.
14.2 IRIS reserves the right to modify or revise the IRIS Image Usage Agreement at any time.
RELEASE OF RIGHTS
By approving this Release, I hereby give IRIS my unconditional permission to license the Image(s) and/or Media for any purpose (except pornographic or defamatory) which may include, among others, advertising, promotion, and marketing for any product, service, business or organization and that the public may access and use, free of charge, the Image(s) and/or Media for their own personal or educational/academic/professional use. While IRIS encourages Users to credit the use of Contributors' Images, I agree that IRIS cannot guarantee Users will assign credit.
I agree that IRIS can collect personal information, including e-mail, telephone, and contact information should IRIS need to reach me, and that by declining to provide personal information, IRIS has the right to terminate this Agreement.
I agree that I have permission to upload the Image(s) and/or Media and will indemnify, defend and hold harmless IRIS and its affiliates and their officers, directors, managers and employees, from and against any claims, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees, based on or arising out of the my breach or alleged breach of this Agreement, or due to any false or undisclosed information, third party rights to said Image(s) and/or Media, or any other foreseen or unforeseen issue which may arise from the Image(s) and/or Media I wish to upload.
I agree not to upload Images and/or Media matching any of the following criteria: watermarked Images and/or Media (camera timestamps ok), Images and/or Media I do not possess the rights to, and Images and/or Media depicting graphic pornography or violence. I grant IRIS the right to review, accept, or decline any Image or Media, to store them in a database, or manipulate them as needed in order to appropriately suit the parameters of the Image Gallery.
I acknowledge and agree that: (1) I have no right to fees, royalties, residuals or other compensation from IRIS or Assigns or any other party; (2) I will make no further claim for any reason against IRIS or Assigns or any other party; and (3) I have no rights of approval in regards to the use of any Image or Media.
I agree that sharing my password with others (especially on a public website) is basis for account termination and appropriate countermeasures.
While IRIS will take every effort to maintain the integrity of its archives, I acknowledge IRIS can not be responsible for images harmed, deleted or destroyed through the use of its systems.
I acknowledge and agree that this Release is binding upon my heirs and assigns. I agree that this Release is irrevocable, worldwide and perpetual, and will be governed by all applicable laws. I represent and warrant that I am at least the age of majority in the jurisdiction of my residence and have the full legal capacity to execute this Release.