The following is a legal agreement between you or the organization which you represent or your employer, other entity on whose behalf you are entering into this agreement (hereinafter as “you”) and Designwrite Studios, Inc., as the licensor hereunder (hereinafter as “Designwrite Studios”), and determines terms and conditions under which you use photos, vector images, videos or other materials (hereinafter as “File” or “Files”) downloaded on www.Designwrite Studios.com (hereinafter as “Site”) or otherwise made available to you through Designwrite Studios. By downloading any File, you agree to be bound by the terms of this agreement (hereinafter as “Agreement”).
Designwrite Studios reserves the right to make changes, additions, corrections and edits to this Agreement in separate parts or in whole at any time and you agree to be bound by such changes. Such changes are legitimate and effective from the moment of their publication. If, for whatever reason, you disagree with this Agreement and do not accept its terms, you may not enter the Site and use its resources.
1. GENERAL PROVISIONS
Subject to the terms and conditions herein, Designwrite Studios grants you a non-exclusive, perpetual, worldwide, non-transferable and non-sublicensable license to use the File an unlimited number of times in whole or in part in the creation of an item within the scope of permitted uses but does not entitle you to the File’s copyright and/or intellectual property rights. All copyright and/or other intellectual property rights to the File are reserved by Designwrite Studios and/or the contributor of the File.
- All Files on the Site may be downloaded under any level of license.
- The Standard license allows you to use the downloaded File for the creation of all kinds of items (except Items for Resale or Items for Free Distribution, where the File plays a major role in the item and adds value to it).
- Files are provided under a limited license, and are prohibited for commercial use or advertising for profit. These Files may contain images of people without model releases, private property, famous trademarks and other protected elements for which special permissions may be required for commercial use or advertising.
- When using such a File, you must take all possible and reasonable efforts to credit the copyright owner (Designwrite Studios contributor), give attribution to Designwrite Studios and post a link to www.Designwrite Studios.com (if applicable). The copyright notice must contain the following: “[Name or Nickname of the Contributor (author)] /Designwrite Studios.com". Author information can be found in the IPTC data.
Examples of permitted use:
Publishing: newspapers, magazines, etc.; articles and publications on blogs or websites, articles in encyclopedias, reference books, non-commercial use related to important events; non-commercial presentations, TV programs; documentary movies; news; personal use.
Examples of prohibited use:
Any commercial purposes; advertising; trademark or product promotions; etc.
6. PROHIBITED USE OF FILES
You may not:
- Make the File available for free download on a shared drive, service, software or website for the purpose of exchanging, transferring or distributing;
- Transfer, resell, sub-license, rent, donate or otherwise transfer the File or rights to it to third parties;
- Сreate conditions under which the File may be extracted from a product;
- Allow third parties access to the File for further use;
- Use the unmodified File in an e-format with resolution larger than the display resolution of the intended viewing device;
- Use a File marked "Editorial Use Only" for commercial purposes;
- Use the File to create an official logo, company name, or trademark;
- Use the File in a way that infringes the File’s intellectual property rights or a third party’s trademark or that would lead to a complaint about deceptive advertising or unfair competition;
- Use the File for SPAM mailings;
- Use the File in a way that competes with Designwrite Studios business;
- Display, use or post the File in a way that would lead to the conclusion that the model in the File approves of or endorses the items or services of any venture or trademark;
- Show a person depicted in the File in sensitive scenarios that could reasonably be considered offensive or unflattering to that person (e.g., related to mental and physical deficits, sexual or implied sexual activity or preferences, crime, physical or mental abuse or ailments);
- Use the File for pornographic, illegal or immoral purposes;
- Use the File in items or products that could embarrass or humiliate a person or model in the File;
- Use the File for advertisement or promotion of tobacco or alcohol products;
- Display, use or post the File in a way that would lead to the conclusion that the model in the File approves of or endorses any political party, policy, candidate, or elected official.
- Any forbidden use of the File shall be considered as copyright infringement. You shall be liable for all damages caused by copyright infringement, including any claims made by third parties. Also, Designwrite Studios reserves the right to recall your license of any File you have used in a manner considered as copyright infringement.
7. SEAT RESTRICTIONS
All icenses are single seat licenses. A single seat license authorizes only one (1) person (user) to download and use Files. However, you are allowed to transfer materials or derivative work containing Files for reproduction within the scope of the permitted uses, provided they don’t receive any additional rights to the Files and cannot access the Files or extract them from materials you provided.
Simultaneous use of the same account on the Site by multiple users is not allowed. Each user who desires to access the Site must have his/her own account.
8. DURATION OF THE AGREEMENT
Your rights to use the File are subject to this Agreement, and you shall enter into this Agreement after having paid for the membership.
10. WARRANTIES AND INDEMNIFICATION
Designwrite Studios warrants and guarantees that the File uploaded and used in full compliance with this Agreement does not infringe any copyrights, moral, and intellectual property rights, trademarks, or any third parties’ rights of privacy or publicity.
Designwrite Studios makes no warranty or guarantee as to the use of people, trademarks, logos, artwork or architecture depicted on such Files. Despite the fact that Designwrite Studios makes all reasonable efforts to ensure the accurate descriptions of Files Designwrite Studios cannot guarantee the accuracy of such information.
You shall be responsible for using the File and obtaining appropriate licenses for its use. Designwrite Studios contributors (authors) guarantee and ensure that they have all necessary copyrights to them. Designwrite Studios is an authorized agent, which distributes and licenses Files uploaded by contributors or contest winners.
Files on the Site are provided “as is” without warranty of any kind. You assume all risks associated with the quality and the use of the File. Designwrite Studios shall not be liable for any damages, expenses and losses incurred as a result of your use of File.
You agree to indemnify and hold Designwrite Studios, its officers, employees, shareholders, directors, managers, members, and contributors harmless against any damages or liability of any kind arising from your use of the File or permitted derivative work. You further agree to indemnify Designwrite Studios for all costs and expenses that Designwrite Studios incurs in enforcing the terms of this Agreement.
Designwrite Studios’ total maximum aggregate obligation and liability for all claims shall be limited to Five Thousand United States Dollars (USD $5,000).
If you are entering into this Agreement on behalf of your employer, client or other entity, you warrant and guarantee that you have the full right and authority to do so. If you do not have such authority, all your Site activity will be considered a breach of this Agreement.
The validity, interpretation and enforcement of this Agreement, matters arising out of or related to performance or breach of this Agreement, and related matters shall be governed by the internal laws of the State of Minnesota (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, matters arising out of or related to performance or breach of this Agreement, and related matters, shall be brought exclusively in the State or Federal courts located in the State and County of Minnesota. All parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this Agreement.
This Agreement constitutes the entire agreement between you and Designwrite Studios with regard to the subject matter hereof. No waiver, consent, modification or change of terms of this Agreement shall bind Designwrite Studios unless in writing signed by Designwrite Studios. By entering into this Agreement, you waive terms set forth in any similar document that are in addition to or at variance with the terms of this Agreement. All such terms are considered by Designwrite Studios as significant changes of this Agreement and are rejected. If you execute a separate agreement with Designwrite Studios, concluded with a wet stamp, Designwrite Studios has the right to change the list of permitted and forbidden ways of using the File. Any such changes will be described and recorded in the amended agreement; however, these changes will not be made to the common Agreement published on the Site.
If Designwrite Studios commences any action or proceeding against you to enforce or interpret this Agreement, Designwrite Studios shall not be liable for any fees, expenses and attorneys' fees (including all related costs and expenses), incurred in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
This Agreement and the rights and obligations hereunder, may not be assigned, in whole or in part by you, without the prior written consent of Designwrite Studios, and any unauthorized assignment or transfer shall be prosecuted.
This Agreement and all related documents are written in English. Any translation hereof or of any versions in a language other than English shall be for convenience only. In the event of any discrepancy between this English version and any other version, the English version shall supersede.
Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT. IN CONSIDERATION OF Designwrite Studios AGREEING TO PROVIDE THE FILES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IN THE EVENT OF A BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, Designwrite Studios RESERVES THE RIGHT (WITHOUT PRIOR NOTICE) TO SUSPEND YOUR ACCOUNT AND RECALL LICENSES ON DOWNLOADED FILES.
IF YOU HAVE ANY DOUBTS AS TO WHETHER THE INTENDED FILE USE IS COVERED BY A CHOSEN LICENSE, PLEASE CONTACT OUR SUPPORT SERVICE FOR CLARIFICATION BEFORE DOWNLOADING ANY FILE.