Terms of Service ("TOS"): Standard Content License

Dear Pixoto Image Buyer:

The following is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement ("you") and Pixoto, Inc. ("Pixoto"). Please read this agreement carefully before downloading any Pixoto Images and/or content ("Image" or "Images"). By downloading any Image, you agree to be bound by the terms of this agreement, the Pixoto Privacy Statement and Pixoto's Website Terms of Use, which documents are incorporated herein and made a part hereof by this reference. Pixoto reserves the right to change any of the terms of this agreement at any time, and you agree to be bound by such changes. If and when changes are made to these Terms of Service an announcement will appear on your login page. Please make sure that you read and understand all such changes. If you do not agree to these Terms of Service, as same may be amended from time to time, do not download or use any Images. Please note that Images downloaded as part of your Standard License subscription may only be used in compliance with these Standard License TOS even if you also subscribe to the Enhanced License service.

PART I

LIMITED LICENSE

  1. 1. All Images on the Pixoto website are protected by United States and international copyright laws and treaties. Pixoto and/or the various artists who provide content and/or Images to Pixoto ("Submitters") own all rights, including the copyrights in and to the Images. Pixoto and/or its Submitters reserve all rights in and to the Images not expressly granted to you by the terms of this license. Your rights to use any Image are subject to this license agreement and are conditioned upon your payment to Pixoto for your use of the Images. If you fail to make any payment to Pixoto when due, or if any check is dishonored or credit card charge refused or charged back, your account will be deemed delinquent. Provided that your account was current at the time you downloaded an Image and you were not otherwise in breach of any of the terms hereof (or of the terms of any other agreement between you and Pixoto), you have the right to use the downloaded Image, subject however, to the terms of this agreement. If your account becomes delinquent, your right to use any Images downloaded at any time shall automatically terminate unless all payments together with any interest thereon and Pixoto's costs of collection, bank charges and credit card processing fees are received by Pixoto no later than fifteen (15) days from the date that your account became delinquent.

  2. 2. By this Agreement, Pixoto grants you a personal, non-exclusive, non-transferable, right to use and reproduce Images in the following ways, subject to the limitations set forth herein and in Part II hereof:

    1. a) On web sites, mobile applications and social media, provided that no Image is displayed at a resolution greater than 800 x 600 pixels;

    2. b) As toolbar skins, screensavers and mobile phone "wallpaper" for your own personal, non-commercial use, not for resale, download or distribution;

    3. c) As prints, posters (i.e. a hardcopy) and other reproductions for your own personal, non-commercial use and display, not for resale, download or distribution;

    4. d) As a single hand painted reproduction (not as a printed reproduction) on canvas or other material to be used as decoration and not resold;

    5. e) In coordination with opt-in email marketing. However, Images cannot be used in connection with unsolicited email - or linked from unsolicited email and no Image may be reproduced or used more than 250,000 times;

    6. f) On letterhead and business cards, pamphlets, brochures, catalogs and on pop up and/or panel displays for use in conventions and trade shows, provided that no individual Image is reproduced more than 250,000 times in the aggregate;

    7. g) In the artwork for the packaging of any product provided that the print and/ or manufacturing run does not exceed two hundred fifty thousand (250,000) copies in the aggregate;

    8. h) Incorporated into software as a background image or splash screen, provided that the Image or any digital files containing the Image cannot be unincorporated from the software and further provided that the manufacturing or duplication run(s)of such software (including downloads of such software) does not exceed two hundred fifty thousand (250,000) copies in the aggregate;

    9. i) In multimedia presentations and incorporated into film and video for television and/or internet broadcast, and theatrical display only where the intended audience will consist of fewer than two hundred fifty thousand (250,000) viewers;

    10. j) In multimedia presentations and incorporated into film and video for distribution and/or sale in the home video market, provided that the manufacturing or duplication run (including downloads) of such home videos does not exceed two hundred fifty thousand (250,000) copies in the aggregate;

    11. k) As CD or DVD cover art and/or artwork, provided that the manufacturing or print run of such CDs or DVDs (including downloads of such artwork) does not exceed two hundred fifty thousand (250,000) copies in the aggregate;

    12. l) As part of editorial or advertising copy in magazines, newspapers, books, book covers, textbooks, editorials and directories provided that the print or manufacturing run(s) of such magazines, newspapers, books , book covers, textbooks, editorials and directories does not exceed two hundred fifty thousand (250,000) copies in the aggregate;

    13. m) In eBooks, including multi seat license electronic textbooks, provided that the number of potential seat licenses or end users is fewer than two hundred fifty thousand (250,000) in the aggregate; and

    14. n) As advertising posters for use in promoting the sale of other products (as opposed to promoting the sale of the prints, posters, etc. containing the Images), provided that such prints and/or posters and/or other reproductions combine words and an Image or Images and further provided that the print or manufacturing run(s) of such posters does not exceed two hundred fifty thousand (250,000) copies in the aggregate.

  3. 3. In the event that you create a derivative work based on or incorporating one or more Images, all rights in and to such Images shall continue to be owned by Pixoto or its Submitter(s), subject to your rights to use such Image(s) pursuant to the terms and limitations set forth herein.

  4. 4. All other rights in the Images are expressly reserved by Pixoto for itself and its Submitters.

PART II

RESTRICTIONS

YOU MAY NOT:

  1. 5. Use an Image other than as specified in PART I.

  2. 6. Except as expressly provided in Part I hereof, directly or indirectly copy or reproduce any Image (in whole or in part) more than two hundred fifty thousand (250,000) times. Nor may you produce or otherwise create for resale or distribution, printed reproductions of any Image on canvas, paper, plastic or any other medium unless expressly permitted by this agreement.

  3. 7. Use or display any Image on websites or in connection with any service designed to sell or induce sales of "print on demand" products using or incorporating Image(s), including, by way of example only, postcards, mugs, t-shirts, posters, giclee prints, wallpaper, artwork and other items.

  4. 8. Use an Image together with pornographic, defamatory, or otherwise unlawful or immoral content or in such a manner that it infringes upon any third party's trademark or intellectual property.

  5. 9. Use an Image in a way that places any person depicted in the Image in a bad light or in a way that they may find offensive - this includes, but is not limited to the use of Images: a) in pornography, "adult videos" or the like; b) in ads for tobacco products; c) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; d) in connection with political endorsements; e) in advertisements or promotional materials for pharmaceutical or healthcare, herbal or medical products, including, but not limited to dietary supplements, digestive aids, herbal supplements, personal hygiene or birth control products; and f) uses that are defamatory, or contain otherwise unlawful, offensive or immoral content. You may not use an Image containing the likeness of a person if such use implies that the model engages in any immoral or illegal activity or suffers from a physical or mental infirmity, ailment or condition.

  6. 10. Resell, redistribute or transfer any Image except as specifically provided herein. Displaying any Image in any digital format or for any digital use at a resolution greater than 800 x 600 pixels, except in preliminary design work, will be deemed to be an attempt to redistribute the Image and could result in the termination of your rights under this agreement.

  7. 11. Share an Image by providing access to such Image on shared disk drives, computer networks, intranets of any nature or otherwise.

  8. 12. Use Pixoto Images in a manner that competes with Pixoto's business. This includes, by way of illustration only and not by way of limitation, displaying Images in any format (including thumbnails) for download on a website, offering Pixoto Images for sale, or including Pixoto Images in templates of any nature, including templates for websites, social networking websites (e.g., MySpace.com, Facebook, etc.) documents, projects or otherwise for distribution and/or sale to third parties.

  9. 13. You may not create a digital or print greeting card line based on Pixoto Images - or use our Images as the basis for any individual or collection of physical or digital objects which you then offer for sale. However, you may use up to ten (10) Images per paid monthly subscription for manufacturing or producing physical items for promotional use only, including paper greeting cards, magnets, etc., provided that you do not produce more than 1,000 copies of any single item that bears one or more Images and further provided that such items combine text with any Images. Promotional uses must comply, in all respects, with the restrictions set forth in these TOS. You may not sell or distribute items (e.g., mousepads, calendars, mugs, t-shirts, bookmarks, etc.) that incorporate Images. If you wish to use an Image or Images in connection with the production of any items prohibited by this Standard License, you may purchase an Enhanced License, which provides a broader grant of rights. Click here to view the Enhanced License

  10. 14. Use an Image marked "Editorial Use Only" for commercial purposes. If an Image is marked, "Editorial Use Only", additional permissions may be required for commercial use. Pixoto does not provide such permissions.

  11. 15. Use any Image (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof , or to otherwise endorse or imply the endorsement of any goods and/or services.

  12. 16. Use or display an Image in such a manner that gives the impression that the Image was created by you or a person other than the copyright holder of that Image

  13. 17. Represent yourself as an agent, employee, designee, or affiliate of Pixoto for any purpose, including but not limited to the negotiation of any business, distribution, partnership, or development agreement.

  14. 18. Stockpile, download, or otherwise store Images not used within six (6) months of the expiration of the subscription under which you downloaded the Image. If you fail to use an Image within such six (6) month period, you will lose all rights to use that Image.

  15. 19. Use automated programs, applets, bots or the like to access the Pixoto.com website or any content thereon for any purpose, including, by way of example only, downloading Images, indexing or caching the content on the website.

PART III

MISCELLANEOUS

  1. 20. Pixoto shall be under no obligation to refund your subscription fee under any circumstances. However, in the event that Pixoto determines that you are entitled to a refund of all or part of your subscription fee, such refund shall only be made to the credit card account originally used by you to purchase your subscription. If your subscription was paid by check, your refund will be made by check.

  2. 21. "Non-transferable" as used herein means that except as specifically provided in these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, the Image or the right to use the Image. You may however, transfer Images to a third party for the sole purpose of causing such third party to produce and/or manufacture your goods incorporating Images subject to the terms and conditions herein. In addition, the work you produce with the Image must be used for yourself, your direct employer, client, or customer, who must be the end user of your work. You agree to take all commercially responsible steps to prevent third parties from duplicating any Image. If you become aware of any unauthorized duplication of any Pixoto Image(s) please notify us via email at complaints@pixoto.com.

  3. 22. If you plan on using or do use Images as part of work for a client or customer, you must keep accurate and detailed records of the use of each Image. These records must include the name of the client or customer, the Pixoto Image number as well as the date or dates on which the Images were used. You shall deliver copies of such records to Pixoto at Pixoto's request. You may use Pixoto Images for no more than three (3) clients per thirty (30) day subscription you purchase. To determine the number of clients for whom you may use Images, multiply the number of one (1) month subscriptions purchased by three (3). For example, if you purchase six (6) one (1) month subscriptions, you may service eighteen (18) clients during the period of your subscription. For customized subscriptions intended to service a larger quantity of clients, please contact Pixoto Support.

  4. 23. You agree that you will not share your username and password combination. Your Pixoto username and password are to be used only by you. Each person that desires to access the Pixoto site must have his/her own username and password and must purchase a subscription. You may use your subscription on ONE COMPUTER at any one time. If any two users on two separate computers are using the same username and password, we reserve the right to terminate that subscriber's account without refund or prior notice. We reserve the right to monitor accounts and institute mechanical or other means to stop users from sharing their login information. Customized subscriptions with multiple points of access are available from Pixoto. Please contact Pixoto Support for details.

  5. 24. You agree to indemnify and hold Pixoto, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Image other than the uses expressly permitted by this Agreement. You further agree to indemnify Pixoto for all costs and expenses that Pixoto incurs in the event that you breach any of the terms of this or any other agreement with Pixoto.

  6. 25. Pixoto warrants and represents that:

    1. a) unaltered Images downloaded and used in full compliance with these TOS and applicable law, will not infringe any copyright, trademark or other intellectual property right, nor will such unaltered Images violate any third parties' rights of privacy or publicity;

    2. b) Unaltered Images do not and will not: (i) violate any US law, statute, ordinance, or regulation; (ii) be defamatory or libelous; or (iii) be pornographic or obscene.

    3. c) While Pixoto makes commercially reasonable efforts to ensure the accuracy of Image keywords and descriptions, as well as the integrity of our Editorial Images, Pixoto makes no warranties and/or representations regarding such keywords, Image descriptions or integrity.

  7. 26. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Pixoto, Pixoto shall defend, indemnify, and hold you harmless up to the "Limits of Liability" (as hereinafter defined). Such indemnification shall only apply to claims for damages directly attributable to Pixoto's breach of the foregoing warranties and representations, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any actual or threatened lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of Images downloaded and used by you pursuant to these TOS violate Pixoto's warranties contained herein. This indemnification is conditioned upon you notifying Pixoto, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., Pixoto Image Number, a copy of the Image as used, name and contact information of person and/or entity making the claim, nature and date of alleged claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Pixoto at info@pixoto.com with a hard copy to Pixoto , [INSERT GROSS HARTMAN ADDRESS], Attention: General Counsel, via Certified Mail, Return Receipt Requested, or overnight courier, recipient's signature required. Pixoto shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Pixoto in the defense of any such claim and shall have the right to participate in any litigation at your own expense. Pixoto shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.

  8. 27. Notwithstanding anything to the contrary contained herein, Pixoto shall not be liable for any damages, costs or losses arising as a result of modifications made to Images or the context in which the Images are used by you.

  9. 28. Pixoto's total maximum aggregate obligation and liability to any one subscriber for all claims shall be limited to Ten Thousand United States Dollars - US$10,000.00 - (the "Limits of Liability").

  10. 29. This contract is governed by and shall be construed in accordance with the laws of the State of Colorado. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect these TOS. You hereby consent to the personal jurisdiction of the state and federal courts located within such state. All actions, controversies and disputes arising from or relating to this agreement shall be heard and decided exclusively before the courts located within the State of Colorado, County of Boulder and City of Boulder and not elsewhere. You agree that service of process in any actions, controversies and disputes arising from or relating to these TOS may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law. This agreement shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of this agreement shall not affect the validity or enforceability of the balance hereof.

  11. 30. If you are unsure of your rights under this agreement, or if you wish to use an Image in a manner not expressly permitted under this agreement, please see our Enhanced License. If you still have questions, please contact Pixoto Support.

  12. 31. If you are entering into this agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Pixoto for any breaches of the terms of this agreement.

  13. 32. The number of Image downloads available to you is determined by the Subscription you purchase. For the purposes of this agreement, a day is defined as the twenty four (24) hour period beginning at the time your subscription is purchased. A month is defined as thirty (30) consecutive days beginning on and including the date that you purchase your subscription.

  14. 33. Credit Attributions and Copyright Notices for Editorial Uses of Images

    1. a) You shall provide a link back to www.pixoto.com (where applicable) -or- provide a credit to the Pixoto contributor and to Pixoto in connection with the editorial use of any Image. Such credit shall be in substantially the following form: "Name of Artist/Pixoto.com"

    2. b) In the event that an Image is used in connection with a film, television broadcast, documentary or other audio-video or multimedia project, you shall use reasonable commercial efforts to accord the Pixoto contributor and Pixoto a credit as provided above.

    3. c) The unintentional omission of the aforesaid credit will not be a breach of the terms hereof provided that Subscriber cures such omission following email notice from Pixoto.

IN THE EVENT THAT YOU BREACH ANY OF THE TERMS OF THIS OR ANY OTHER AGREEMENT WITH PIXOTO, PIXOTO SHALL HAVE THE RIGHT TO TERMINATE YOUR ACCOUNT WITHOUT FURTHER NOTICE. SUCH TERMINATION SHALL BE IN ADDITION TO PIXOTO'S OTHER RIGHTS AT LAW AND/OR EQUITY. PIXOTO SHALL BE UNDER NO OBLIGATION TO REFUND ANY FEES PAID BY YOU IN THE EVENT THAT YOUR ACCOUNT IS TERMINATED BY REASON OF A BREACH ANY SUCH BREACH OR BREACHES.

PIXOTO MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN PARAGRAPH 25 HEREOF, AS TO THE LEGALITY OR VALIDITY OF YOUR USE OF ANY IMAGE OR OF ANY RELEASE ASSOCIATED WITH AN IMAGE. THE IMAGES, AND ANY STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE), ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

PIXOTO GRANTS NO RIGHTS AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OF ANY NAMES, TRADEMARKS, SERVICE MARK, LOGOTYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE. IT IS YOUR RESPONSIBILITY TO ASSURE THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS THAT MAY BE REQUIRED FOR YOUR USE OF ANY IMAGES ARE OBTAINED. PIXOTO SUBMITTERS UPLOAD IMAGES TO THE PIXOTO WEBSITE AND WARRANT THAT THEY HAVE ALL RIGHTS REQUIRED TO DO SO AND TO ENABLE PIXOTO TO GRANT THE RIGHTS IT GRANTS IN THIS AGREEMENT.

PIXOTO DOES NOT WARRANT THAT THE IMAGE(S), PIXOTO WEBSITES, OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE IMAGE(S) IS SOLELY WITH YOU.

YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES.

EXCEPT AS SPECIFICALLY PROVIDED IN PARAGRAPH 26 HEREOF, IN NO EVENT, SHALL PIXOTO'S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PIXOTO WEBSITE AND/OR IMAGE(S) CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY PIXOTO FROM YOU FOR YOUR USE OF THE APPLICABLE IMAGE(S). NEITHER PIXOTO NOR ANY OF ITS OFFICERS, EMPLOYEES MANAGERS, MEMBERS, SHAREHOLDERS, DIRECTORS OR SUPPLIERS SHALL BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGE(S), PIXOTO'S BREACH OF THIS AGREEMENT, OR OTHERWISE, UNLESS EXPRESSLY PROVIDED FOR HEREIN, EVEN IF PIXOTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL PIXOTO'S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PIXOTO WEBSITE AND/OR IMAGE(S) CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE LIMITS OF LIABILITY.

IN THE EVENT THAT YOU USE FRAUDULENT CREDIT CARD INFORMATION TO OPEN AN ACCOUNT OR OTHERWISE ENGAGE IN ANY CRIMINAL ACTIVITY AFFECTING PIXOTO, PIXOTO WILL PROMPTLY FILE A COMPLAINT WITH www.ic3.gov, THE INTERNET CRIME COMPLAINT CENTER, A PARTNERSHIP BETWEEN THE FEDERAL BUREAU OF INVESTIGATION (FBI) AND THE NATIONAL WHITE COLLAR CRIME CENTER.

Effective September 1st, 2012