Eyecandy Images License Agreement

1. Definitions

1.1 In this Agreement the following words and expressions shall have the following meanings unless the context requires otherwise:

“Agreement” means, altogether the terms and conditions within this document on our invoicing, reminder, legal documents, correspondence and our website, including the copyright notice within all our assets.

“ECI” shall mean Eyecandy Images inc. and its related brands, Eyecandy, Eyecandy images, Eyecandy Pro and Eyecandy
 
“Royalty Free Content” shall mean Content licensed for an unlimited number of uses for a one time fee and includes abbreviations like ‘RF’.

“Rights Managed Content” shall mean Content licensed for a fee per usage basis, calculated via set depending factors
and includes abbreviations like ‘RM’.

“Rights Combined Content” shall mean Content that is licensed via a categorized model, calculating price per categories set by ECI
and includes abbreviations like ‘RC’.

“Comps/Presentation Images” shall mean Content licensed without a fee solely for ‘Presentation or Review’ purposes to determine if the content is appropriate  for use within our Royalty Free, Rights Managed and Rights Combined licensing models.
 
“Images” shall mean all content provided, generated, produced and supplied by Eyecandy Images in any medium, digital or non digital, though physical cd/dvd/hd/ftp/xml/rss/ or any other form of transmission. This includes image data, META data, offline data, copyright data and technical data imbedded and/or included in the image or the original, text, key-wording or captioning.

“End Use” shall means the final product created with Eyecandy Images content in any shape or form, print or digital – excluding ‘comp/presentation images’.

“Term” shall mean a) with respect to each license granted hereunder, the term specified herein or in the applicable Invoice and/or Specific content Web Page, unless earlier terminated as provided herein and, b) with respect  to this Agreement, the term shall end on the earlier to occur of (1) termination or cancellation of this agreement as provided herein or (2) the expiration of all licenses issues under this agreement.

2. Parties

 This Agreement is binding between ECI and Licensee, ‘Licensee’ means either 1) the person listed as the registrant of any ECI registration or account through which this agreement and the license(s) granted hereunder are entered (“Registrant”) or 2) if the Registrant is entering into this agreement and the licenses granted hereunder for the benefit of, and/or as an agent on behalf of, registrant’s employer (“Employer”) and/or a third party (“Principal”), then such Employer and/or Principal. If Registrant is entering into this Agreement and the licenses granted hereunder for the benefit of and/or as an agent on behalf of Employer and/or Principal, the Registrant (a) represents and warrants that such Principal and/or Employer has authorized Registrant to enter into this agreement, that the licenses granted hereunder are in that Principal’s and/or employer’s behalf, that such Principal and/or Employer has agreed to be bound hereby and that Registrant has actual express authority to act on behalf of and bind such Principal and/or Employer to the terms of this agreement; (b) the Content and End Use is Solely for the benefit of Employer, Principal or Third Party and that Registrant will not use Content or End use for the benefit of any other person or entity without entering into a separate license with ECI and (c) registrant will comply with all of the terms hereof and shall be jointly and severally liable for any breach of the terms of this Agreement by principal and/or Employer. If registrant requests any ECI employee or contractor or representative to facilitate registrant entering in to any License hereunder on behalf of Registrant and through use of Registrant’s account, registrant agrees to be bound by this Agreement.
 
3. Licensing

3.1 Any and all licenses granted by ECI are conditioned upon (1) Licensee compliance with all provisions of this Agreement and (2) ECI’s receipt of full payment by Licensee as identified in the applicable Invoice. Any and all License(s) granted to Licensee hereunder and Licensee’s right to use the Content shall immediately terminate upon Licensee’s failure to comply with any provision of this Agreement or to make full payment when due, in which case ECI shall be entitled to pursue all other remedies available under copyright and other Laws

3.2 Royalty Free Licence: Subject to the terms and conditions of this Agreement, ECI grants Licensee a limited, non-exclusive, worldwide rights to create and exploit the End Use for any purpose authorized under this Agreement. The rights granted under this  include the right to make the Royalty-Free Content available to ten (10) separate individuals (cumulatively over the Term) for the sole purpose of manipulating or otherwise using the Royalty-Free Content to create the End Use according to the terms provided herein (“Users”), in any and all media now known or hereafter devised. Licensee must obtain an additional license and pay ECI the applicable one-time flat fee in order to make the Content available to more than ten (10) Users

3.3 Rights Managed License: Subject to the terms and conditions of this Agreement, and excluding the rights granted in our Royalty Free License and Presentation images right to use, ECI grants Licensee a limited, non-exclusive right to use the Rights Managed Content licensed her