Terms Of Service

Dear Stockify Customer:

These Terms of Service is a legal agreement between you and Stockify and contains the rights and obligations with respect to any Content licensed by you.

In these Terms of Service, the following definitions apply:

·     "Content" means all content available for license from the Stockify website, including Images, Footage, and Graphics.

·     "Footage" means any moving images, animations, films, videos, GIFs or other audio/visual representations, excluding still images, recorded in any format.

·     "Image(s)" means still photographs, vectors, drawings, graphics, and the like.

·     "Graphics" means any graphic design compositions, original artwork in all formats, both now known and hereinafter developed.

·     "Visual Content" shall refer collectively to Images and Footage.

1. Visual Content Licenses

(a)      A Standard Image License is for personal, non-commercial use and grants you the right to use Images (see definition of “Image(s)” above):

(i)      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.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc.);

(ii)     printed in physical form as part of product packaging and labelling, 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, provided no Image is reproduced more than 250,000 times;

(iii)    incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size, provided the budget for any such production does not exceed AUD$50,000; and

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

(b)      An Enhanced Image License allows images to be used for commercial purposes, being rights that are in addition to those conferred by the Standard Image License (as set out above) and grants you the right to use Images:

(i)      in any manner permitted under a Standard Image License, though without any limitation on the number of Image reproductions or the budget for audio-visual production;

(ii)    incorporated into merchandise intended for sale or promotional distribution (collectively "Merchandise"), including textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such Merchandise incorporates material creative or functional elements apart from the Image(s), provided the total retail sale value does not exceed AUS$250,000;

(iii)   in wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by you or your client, though not for sale;

(iv)   incorporated as elements of digital templates for sale or distribution.

2. Grant of Rights

(a)      Stockify grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited in these Terms of Service) and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the terms of the applicable license acquired by you and subject to the limitations set forth in these Terms of Services.

(b)      Except for the rights expressly granted to you under a license, you acknowledge that you do not have any right, title or interest in or to the Visual Content, including any copyright or other intellectual property rights.

(c)       You agree to take all reasonable steps to prevent third parties from reproducing or exploiting any Visual Content without authorisation, and to notify Stockify immediately (by email sent to legal@stockify.digital) upon you becoming aware of any unauthorised use.  You also agree that Stockify shall have the right to require that you transfer to Stockify, at no cost or charge to Stockify, any legal rights held by you concerning any third party infringement or improper use of any Visual Content obtained by you pursuant to any Stockify licence.  If Stockify elects to assume from you such legal rights it shall notify you in writing of that election, by email, and you agree to then execute any necessary documents, prepared by Stockify at Stockify’s expense, to effect the urgent transfer of any legal rights to Stockify that it has elected to pursue.

3. Restrictions on the use of Visual Content

You may not:

(a)      Use Visual Content other than as expressly provided for by the license you purchase from Stockify with respect to such Visual Content.

(b)      Use Visual Content in a pornographic, defamatory or any other unlawful manner.

(c)       Use Visual Content in a manner which is obscene, disrespectful or defamatory to any person featured in the Visual Content or that is likely to bring any person featured in the Visual Content into disrepute.

(d)      Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided for in these Terms of Service. 

(e)       Use Visual Content in a manner that infringes upon any third party's trademark, copyright or any other intellectual property.

(f)        Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or any other indication of origin.

(g)      Falsely represent, expressly or by way of reasonable implication, that any Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content.

(h)       Use Visual Content in a manner which is contrary to any Australian law or regulation.

4. Restrictions specific to Footage

You may not:

(a)      Use any Footage in any multi-media production distributed via broadcast, cable network, OTT video service (e.g. Netflix, Stan, Hulu, Amazon), or within theatres.

(b)      Use "stills" derived from Footage except solely in connection with the in-context marketing, promotion, or advertising of your derivative works that incorporate Footage.

5. Credit and Copyright Notices

(a)      The use of Visual Content in connection with news reporting, commentary, publishing, or any other "editorial" context, shall be accompanied by an adjacent credit to the Stockify contributor and to Stockify in substantially the following form:

"Name of Artist/Stockify.com"

(b)      If and where commercially reasonable, the use of Visual Content in Merchandise or an audio-visual production shall be accompanied by a credit to Stockify in substantially the following form:

"Image(s) or Footage (as applicable), used under license from Stockify.com"

(c)       In all cases the credit and attribution shall be of such size, colour and prominence so as to be clearly and easily readable by the unaided eye.

6. Stockify’s Representations as to Content

(a)      Stockify confirms that:

(i)      Stockify's contributors have granted Stockify all necessary rights in and to the Content to grant the rights set forth in this Terms of Service;

(ii)    the Visual Content does not, to the best of Stockify’s knowledge, breach any Australian law or regulation or infringe the rights of any third party; and

(iii)   no fees, residuals or royalties will be payable by you to the creator of the Visual Content in respect of your use of the Visual Content, except as expressly notified to you at the time of purchase.

(b)      Stockify will endeavour to ensure that information provided in respect of the Visual Content (such as keywords, titles or descriptions) is current and accurate, however does not accept liability for any loss or damage arising from any errors or omissions in this information.

(c)       Stockify makes no representations whatsoever other than those expressly made in this ‘Representations’ section.

7. Liability Limitations

(a)      You release from, and indemnify and hold Stockify, its officers, employees, shareholders, directors, managers, members and Image creators harmless against, any damages or liability or any kind arising from:

(i)      any use of the Visual Content other than the uses expressly permitted by your license, or of any modification of the Visual Content by you;

(ii)    the combination of the use of the Visual Content with any other work(s); and/or

(iii)   the context in which the Visual Content is used.

(b)      You agree that, subject to any requirements or restrictions imposed by Australian consumer law:

(i)      Stockify will not be liable for any general, punitive, special, indirect, consequential or incidental damages, or lost profits arising from any use you of any Visual Content;

(ii)    Stockify shall be under no obligation to issue refunds under any circumstances. In the event that Stockify determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase; and

(iii)   the liability of Stockify for any claim made in connection with your use of any Visual Content or arising from these Terms of Service shall be capped at the higher amount of:

·         such monies as Stockify recovers from the creator who supplied any relevant image to Stockify on account of any claim made by you; and

·         AUS$2,000.
 

(c)       You further agree to indemnify Stockify for all costs and expenses that Stockify incurs as a result of any breach by you of any of the terms of this Terms of Service or any other agreement with Stockify.

8. Subscription Renewal

Following the expiration of your initial subscription plan period, your plan will automatically renew on the same terms as your original plan purchase.

You can disable automatic renewal at any time, using your account settings. You expressly grant Stockify the right to charge you for each automatic renewal until such time as you disable automatic renewal.

9. Taxes

You agree to pay and be responsible for any sales tax, value-added tax, goods and services tax and/or any duties imposed by any jurisdiction as a result of the license granted to you, and/or arising from your use of the licensed content.

10. Assignment

This agreement is personal to you and is not assignable by you without Stockify’s prior written consent.

Stockify may assign this agreement, without your notice or consent, to any corporate affiliate or to any successor in interest, provided that any such entity agrees to be bound by these terms and perform Stockify’s obligations under this agreement.

11. Applicable Law

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Victoria, Australia. You agree to submit to the exclusive jurisdiction of the courts of Victoria and any courts hearing appeals from those courts.

12. Severability

If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

13. Entire Agreement

These terms constitute the entire agreement between the parties, and supersede all prior agreements, understandings and representations. Stockify may update these terms from time to time by providing written notice to you, including by email.

14. Termination

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

15.  Notices

All notices required to be sent under this Terms of Service, or pursuant to any licence obtained by you from Stockify, shall be delivered by email:

(a)      to Stockify at legal@stockify.digital; and

(b)      to you at the last email account notified by you in your account settings, as amended by you from time to time.

16.  Dispute Resolution Protocol

In the event that either Stockify or you consider that any dispute has arisen concerning any breach of this Terms of Service and/or obligations arising under any licence obtained by you from Stockify:

(a)       the party alleging any breach or dispute must notify the other party, in writing, of the nature of the breach/dispute and allow the other party not less than 7 days to remedy any alleged breach, where appropriate; and

(b)      neither Stockify nor you will be capable of commencing any legal proceedings on account of any dispute prior to the notification of the dispute in writing and the elapse of the 7 day period allowed in (a) above; but

(c)       nothing in this Dispute Resolution Protocol shall prevent any party from enforcing any legal rights or seeking any legal remedies pursuant to injunctive proceedings.