Purchase Agreement
This Agreement governs your use of the iSalesGraphics.com
website, including, without limitation, the uploading and downloading of
photographs, illustrations, images or other pictorial or graphic works (“Works”)
onto or from the iSalesGraphics.com website, access to web logs and forums, and
any and all services offered by Resale Enterprises, LLC on or through the
iSalesGraphics.com website (the iSalesGraphics.com website, together with all of
the foregoing uses and services, to be hereinafter referred to as the
“Website”).
1. Description of the Website and Membership
The Website provides, among other things, an online
marketplace for uploading and downloading Works. Furthermore, the Website is
divided generally into two sections: a public section and a private section. The
public section offers to all visitors, among other things, general information
about the Website, the ability to view Works on the Website, a search engine to
search for Works on the Website, the ability to view and post comments on the
official iSalesGraphics.com web log (the “iSalesGraphics.com Blog”), the ability
to view and post comments on the personal web logs, if applicable (each, a
“Member Blog”) of visitors who have registered as members of the Website
(“Members”), and a process by which visitors can register to become Members, as
further described below. The private section is only accessible by Members. The
private section offers to Members (in addition to all services available in the
public section) the ability to upload and download Works onto and from the
Website in accordance with an applicable Upload Agreement or Download Agreement,
the ability to post material or other content on personal Member Blogs if
applicable, and the ability to access their accounts on the Website (“Membership
Accounts”).
When a visitor to the Website registers to become a Member, he
or she will select an available user name (“Membership Name”) and a
corresponding user password (“Membership Password”) to create a unique, personal
Membership Account. During registration, each Member shall be given the
opportunity to accept a default country designation (and also language and
currency designations pre-determined by iSalesGraphics.com to correspond to such
country) based on the IP address from which such Member is accessing the
Website. iSalesGraphics.com, in its sole discretion, may provide each Member
with the opportunity to specify a country other than the default country (but
the language and currency linked to such other country shall be pre-determined
by iSalesGraphics.com to correspond to such other country). Once such
information is entered during registration, such information cannot be revised
later. The Member shall also be required to specify whether he or she is
registering as an individual or on behalf of a company or entity (and, if so,
the name of the company or entity).
A Member shall upload a Work through his or her Membership
Account, and such Work shall be subject to an applicable Upload Agreement based
on criteria specified by the Member as to exclusivity, permitted uses of the
Work, and the like. The Member shall also enter keywords and a description of
the Work so that the Work can be categorized and be searched by the Website's
search engine. Applicable royalty rates for non-exclusive sublicenses granted to
Members who download the Work shall be in accordance with the Website's Standard
pricing and payment policies. Royalty rates for exclusive sublicenses granted to
Members who download the Work shall be specified by the Member.
iSalesGraphics.com may also, in its sole discretion, place certain types of
limits on the uploading of Works.
A Member shall download a Work through his or her Membership
Account, and such Work shall be subject to an applicable Download Agreement
based on criteria specified by such Member, and also on criteria specified by
the Member who uploaded the Work. A Member shall be able to download a Work for
a particular use(s) only if he or she pays with the applicable number of Credits
(as defined below) on the Website, and only if he or she agrees to the
applicable Download Agreement for such Work and such use(s).
2. General Acknowledgments and Agreements
Your use of the Website constitutes your acknowledgment and
acceptance of the terms and conditions of this Agreement, and you shall be bound
by such terms and conditions. If you do not agree to be bound by the terms and
conditions of this Agreement, do not use or access any portions of the Website
or use any services offered on the Website.
iSalesGraphics.com shall have the right, in its sole discretion, to amend the terms and conditions of this Agreement, in whole or in part, at any time, and any such changes shall be effective immediately upon member notification and publication of such changes on the Website. Your continued use of the Website after the effectiveness of such changes and notice constitutes your acknowledgment and acceptance of the terms and conditions of this Agreement, as so amended. If you do not agree to be bound by the terms and conditions of this Agreement as so amended, do not use or access the Website.
If at any time the terms and conditions of this Agreement are
no longer acceptable to you, whether or not as a result of an amendment by
iSalesGraphics.com, do not use the Website.
Services on the Website are available only to, and may only be
used by individuals who can enter into legally binding contracts under
applicable law. Without limitation to the foregoing, services on the Website are
not available to minors (e.g., persons under the age of eighteen) except under
the supervision of an adult parent or guardian, and such parent or guardian
shall be responsible for all uses of the Website. Your Membership Account on the
Website may not be sold or otherwise transferred to another person or entity. If
your use of the Website is on behalf of an entity, you represent and warrant
that you have the authority to bind such entity to this Agreement.
3. Use of Works
You may only upload or download Works to or from the Website
in accordance with the terms and conditions of this Agreement and of an
applicable Upload Agreement or Download Agreement. You may not use, reproduce,
distribute, display or create derivative works based on any Works that appear on
the Website unless you enter into a Download Agreement, and you may do so only
to the extent expressly permitted under the terms and conditions of an
applicable Download Agreement.
You acknowledge and agree that no ownership of any Works can
be transferred, and that no sale of any Works can be effectuated on or through
the Website. Only the rights expressly sublicensed in an applicable Download
Agreement are granted on or through the Website. You acknowledge and agree that
iSalesGraphics.com or its licensors retain all ownership rights in and to the
Works, and that such Works are covered and protected by copyright, trademark and
other intellectual property rights of iSalesGraphics.com or its licensors.
4. Restrictions
You agree that you shall not use the Website in any manner
that is not permitted by this Agreement or that violates any law, regulation or
statute in an applicable jurisdiction.
You shall not upload or post onto the Website, or use the Website to transfer, any Work or other material or content that is covered or protected by copyright, trademark or other intellectual property rights unless you own or control such rights or have received all necessary consents. iSalesGraphics.com does not permit copyright infringing activities and infringement of intellectual property rights on its website, and iSalesGraphics.com will remove all Works if properly notified that such Work infringes on another's intellectual property rights. iSalesGraphics.com reserves the right to remove Works without prior notice. iSalesGraphics.com will terminate a user's access to its Website if the user is determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a user submission removed from the Website more than twice.
You shall not upload or post onto the Website, or use the
Website to transfer, any Work or other material or content that is libelous or
slanderous or otherwise defamatory, obscene or indecent.
You shall not upload or post onto the Website, or use the
Website to transfer, any Work or other material or content that contains or
constitutes viruses, worms, Trojan horses or other code with malicious,
disruptive and/or destructive features. You shall not to attempt to gain
unauthorized access to any hardware or software systems or networks associated
with the Website, or obtain any services or information not intentionally made
available to you by iSalesGraphics.com on or through the Website. You shall not
attempt to gain unauthorized access to the Membership Account of any other
person or entity, or otherwise interfere with any other person's or entity's
use, of the Website. You shall not use any false or misleading information
(e.g., false or misleading names, email addresses or URLs) when using the
Website, including, without limitation, with respect to the origin or source of
any Work or other material or content that you upload or any identifying
information for your Membership Account.
iSalesGraphics.com reserves the right to decide whether any
Work is appropriate and complies with this Agreement for violations other than
copyright infringement and violations of intellectual property law, such as, but
not limited to, pornography, obscene or defamatory material. iSalesGraphics.com
may remove any such Work and/or terminate a user's access for uploading such
material in violation of this Agreement at any time, without prior notice and at
its sole discretion.
You may not use the Website in a fraudulent manner, or
otherwise in a manner for which the Website is not reasonably intended to be
used. By way of example, and without limiting the generality of the foregoing
statement, you will not download works for the primary purpose of artificially
inflating the ranking of a given contributor or for the primary purpose of
artificially triggering payments to contributors. A contributor, or someone else
on his/her behalf, may not download Works that such contributor has uploaded.
5. Notification of Claims of Infringement
If you are a copyright owner or an agent thereof and believe that any user Work or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit iSalesGraphics.com to locate the material;
- Information reasonably sufficient to permit iSalesGraphics.com to contact you, such as an address, telephone number, and, if available, an electronic mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
iSalesGraphics.com’s designated Copyright
Agent to receive notifications of claimed infringement is: Copyright Agent,
iSalesGraphics.com , P.O. Box 37402, Houston, TX 77237; email:
support@isalesgraphics.com facsimile: +1 (832)
413-5393. For clarity, only DMCA notices should go to the Copyright Agent; any
other feedback, comments, requests for technical support, and other
communications should be directed to +1 (800) 385-6139. You acknowledge that if
you fail to comply with all of the requirements of this Section 5, your DMCA
notice may not be valid.
6. Management and Operation of the Website
You acknowledge and agree that iSalesGraphics.com has no
obligation to review any Works or other material or content uploaded or posted
onto the Website, and shall have no responsibility for any such Works or other
material or content. iSalesGraphics.com shall have the right, in its sole
discretion, to accept or deny, delete, move or edit any Works or other material
or content uploaded or posted onto the Website. If you upload or post any Works
or other material or content onto the Website, or any Works or other material or
content is uploaded or posted onto the Website using your Membership Name or
otherwise through your Membership Account, you remain solely responsible for
such Works or other material or content.
You acknowledge and agree that iSalesGraphics.com shall have
no responsibility for any material or content on other websites to which you may
hyperlink or otherwise access from the Website, including any web log, comments
to any web log, or any forum on the Website. You acknowledge and agree that
iSalesGraphics.com shall have no responsibility for any material or content on
websites from which you may be hyperlinked or otherwise be directed to the
Website.
iSalesGraphics.com reserves the right, in its sole discretion,
to change or discontinue any or all of the services on the Website at any time.
You acknowledge and agree that iSalesGraphics.com has no obligation to make, or
continue to make, the Website or any particular portion or related service
available to you (whether or not such unavailability is voluntary on the part of
iSalesGraphics.com). iSalesGraphics.com reserves the right, in its sole
discretion, to suspend or terminate your Membership Account at any time,
including, without limitation, your Membership Name and Membership Password.
You acknowledge and agree that iSalesGraphics.com may store
personal and certain other information about you on your computer in the form of
“cookies”. Such use of cookies is solely in connection with the operation of the
Website. You acknowledge and agree that if you prohibit or restrict the
placement of cookies on your computer, such prohibition or restriction may have
an adverse effect on your use of the Website. You acknowledge and agree that
iSalesGraphics.com may also store personal information about you on its
computers within or outside the U.S. By using this Website you acknowledge and
agree that iSalesGraphics.com may, in its sole discretion, preserve or disclose
your personal information if required to do so by law or in the good faith
belief that such preservation or disclosure is reasonably necessary to: comply
with legal process; enforce this Agreement; respond to claims that any Work
violates the rights of third-parties; or to protect the rights, property, or
personal safety of iSalesGraphics.com, its users or the general public.
7. Credits and Payments
Transactions on the Website, including downloads of Works and
the remuneration to an uploading Member in the event his or her Work is
downloaded, shall be conducted using Website credits (“Credits”) in accordance
with iSalesGraphics.com's Standard pricing and payment policies and subject to
any amounts that may be owed to iSalesGraphics.com with respect to such
transactions. In the event you are downloading a Work, the appropriate number of
Credits shall be deducted from your Membership Account. In the event a Member
downloads a Work that you have uploaded, the appropriate number of Credits will
be deposited into your Membership Account after iSalesGraphics.com has received
from the downloading Member non-opposable proof of payment. Credits exist in two
forms: “Standard Credits” and “Offered Credits”.
You may acquire Standard Credits only by purchase, by using
credit or charge cards, online payment accounts, wire transfers or such means as
then permitted by iSalesGraphics.com, or by earning them if your Works are
downloaded by other Members. If you purchase any Standard Credits by using a
credit or charge card or an online payment account, you warrant that you are the
cardholder or account holder and that the billing information provided is
accurate, and you authorize iSalesGraphics.com to charge the designated credit
or charge card or online payment account for the total amount of the purchase,
including any sales or similar taxes. Standard credit purchases are
non-refundable, only credits earned by selling photos and affiliation may be
redeemed. You may only redeem your Standard Credits in the currency you
indicated at the time you registered with the Website to create your Membership
Account. iSalesGraphics.com, in its sole discretion, may grant you Offered
Credits from time to time. Notwithstanding anything to the contrary contained in
this Agreement, you may never redeem Offered Credits for cash, and can only use
Offered Credits for transactions on the Website.
If you hold in your account both Standard Credits and Offered
Credits, each charge of Credits against your account shall be charged equally
from your Standard Credits and Offered Credits (i.e., one-half of the total
charge from your Standard Credits and one-half of the total charge from your
Offered Credits). If the amount of Standard Credits in your account is less than
one-half of the total charge, the entirety of your Standard Credits shall be
charged, and then the shortfall shall be charged against your Offered Credits
(in addition to the one-half of the total charge that was already being charged
against your Offered Credits). If the amount of Offered Credits in your account
is less than one-half of the total charge, the entirety of your Offered Credits
shall be charged, and then the shortfall shall be charged against your Standard
Credits (in addition to the one-half of the total charge that was already being
charged against your Standard Credits).
8. Membership Account
You acknowledge and agree that you are to keep confidential
the Membership Name and Membership Account provided by iSalesGraphics.com to
you, and the Membership Password selected by you and approved by
iSalesGraphics.com for use with such Membership Name and Membership Account.
Your Membership Name, Membership Account and Membership Password are personal to
you and may not be shared with, or transferred to, any other person or entity.
You acknowledge and agree that you will be solely responsible
for each and every use of your Membership Account, Membership Name and
Corresponding Password, and that iSalesGraphics.com may rely on the use of your
Membership Account, Membership Name or Membership Password as conclusive
evidence that you have used the Website.
9. Representations and Warranties
In addition to the representations and warranties you have
made above, each of iSalesGraphics.com and you hereby represent and warrant that
it, or he or she, has the right to enter into this Agreement.
10. Indemnification
You agree to indemnify, defend and hold harmless
iSalesGraphics.com and its affiliates, and their respective officers, directors,
employees, owners, agents, representatives, licensors and (sub)licensees
(collectively, “Indemnitees”) from and against all claims, expenses (including
attorney fees) or other liability arising from your breach of any of your
representations, warranties or obligations under this Agreement, and from any
and all uses by you of the Website (including any uses under your Membership
Account or Membership Name, whether or not authorized by you), including,
without limitation, any claims or actions based on infringement or violation of
intellectual property rights, libel or slander or other defamation, right of
privacy or “false light”, right of publicity or blurring or distortion or
alteration of any Work or other material or content whether or not intentional.
iSalesGraphics.com shall have the right, in its sole discretion, to control the
defense of any claim, action or matter subject to indemnification by you with
counsel of its own choosing. You shall fully cooperate with iSalesGraphics.com
in the defense of any such claim, action or matter.
11. Limitations and Disclaimer
You agree that neither iSalesGraphics.com nor its affiliates,
nor any of their respective officers, directors, employees, owners, agents,
representatives, licensors and (sub)licensees (other than yourself, as
applicable), shall be liable for any damages, whether direct, incidental,
indirect or consequential, arising from any use by you of the Website, even if
such parties have been advised, or advised of the possibility, of such damages.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR CLARIFICATION PURPOSES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, iSalesGraphics.com MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WWW.iSalesGraphics.com WEBSITE OR THE SERVICES ON THE WWW.iSalesGraphics.com WEBSITE, OR ANY WORKS OR OTHER MATERIALS OR CONTENT AVAILABLE ON THE WWW.iSalesGraphics.com WEBSITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, NON-INFRINGEMENT OF COPYRIGHT, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR FREEDOM OF ANY SERVICES, OR ANY WORKS OR OTHER MATERIALS OR CONTENT, FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE WITH MALICIOUS, DISRUPTIVE AND/OR DESTRUCTIVE FEATURES.
iSalesGraphics.com shall have no responsibility for any Works
or other material or content uploaded or posted onto the Website, including,
without limitation any material or content uploaded or posted by any Member onto
the Website in any forum or as any comment to a web log.
12. Term and Termination
This Agreement shall continue in perpetuity unless terminated
in accordance with this Section 12. iSalesGraphics.com at any time may terminate
this Agreement in its sole discretion, including, without limitation, for breach
by you of any of your representations, warranties or obligations under this
Agreement, or for inactivity by you with respect to use of the Website. You may
at any time terminate this Agreement by logging into your Membership Account on
the Website and then sending a termination request to iSalesGraphics.com. In the
event termination is by iSalesGraphics.com, iSalesGraphics.com shall notify you
of such termination. iSalesGraphics.com reserves the right, in its sole
discretion, to terminate your Membership Account at any time, including, without
limitation, deactivating your Membership Name and Membership Password.
13. Effect of Termination
Upon any termination of this Agreement:
- your Membership Account shall be canceled and closed and your Membership Name and Membership Password shall be deactivated;
- all Works uploaded by you shall be removed from the Website; provided, however, that iSalesGraphics.com may continue to use the Work for internal archival and reference purposes;
- any and all Standard Credits shall be redeemable by you for cash, minus any transactional expense in accordance with iSalesGraphics.com's Standard pricing and payment policies and
- you shall forfeit all rights, title and interest in and to any and all Offered Credits.
Termination of this Agreement shall not relieve you from any
payment obligations that may have arisen prior to such termination, or any other
obligations pursuant to any other agreement that has not been specifically
terminated, such as a Upload Agreement or Download Agreement. The provisions of
Sections 8, 10, 11, 13 and 15 shall survive the termination of this Agreement.
14. Suspension
iSalesGraphics.com reserves the right, in its sole discretion,
to suspend your Membership Account at any time and for any length of time. In
the event, and for so long as, iSalesGraphics.com suspends your Membership
Account, you shall have no ability to upload any Works on the Website, but you
may continue to access your Membership Account using your Membership Name and
Membership Password and download Works and view and comment on the
iSalesGraphics.com Blog and, if applicable, the Member Blogs of other Members,
and post material or other content on your personal Member Blog if applicable.
For clarification purposes, iSalesGraphics.com shall not remove any Works you
have uploaded prior to suspension of your Membership Account and such Works
shall continue to be available for download.
15. Miscellaneous
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to any
conflict of laws principles. Any legal action, suit or proceeding arising out of
or relating to this Agreement shall be instituted in a court of competent
subject matter jurisdiction in the federal or state courts of the State of New
York, and you and iSalesGraphics.com each submit to the personal jurisdiction of
such court and waive any right each might otherwise have to claim lack of
personal jurisdiction or inconvenience of forum.
The relationship between iSalesGraphics.com and you under this
Agreement is that of independent contractors. For clarification purposes, the
parties are not joint venturers, partners, principal and agent, or employer and
employee. Neither party shall have the power to bind or obligate the other in
any manner. You agree that you shall be responsible for all use, sales,
value-added and similar taxes and duties imposed by any governing authority in
any jurisdiction in connection with your use of the Website.
No waiver on the part of iSalesGraphics.com to exercise any
power, right, privilege or remedy under this Agreement, and no delay on the part
of iSalesGraphics.com to exercise any such power, right, privilege or remedy,
shall preclude any other or further exercise thereof or of any other power,
right, privilege or remedy. iSalesGraphics.com shall have the right, in its sole
discretion, to assign any or all of its rights or obligations under this
Agreement. You shall have no right to assign any of your rights or obligations
under this Agreement.
This Agreement shall be inure to the benefit of, and be
binding upon, iSalesGraphics.com and you, and its and your respective successors
and assigns. Nothing in this Agreement, express or implied, is intended to
confer upon any person or entity, other than iSalesGraphics.com and you, and its
and your respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other. If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect. The underlined headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.