Single User Standard License
This agreement ( "Agreement") is binding upon BillionDigital and any member ("you") who downloads a photograph, illustration, image or other pictorial or graphic work ("Image"), theme, control, plugin or other work ('Work') from the BillionDigital websites: billiondigital.com
, which documents are incorporated herein and made a part hereof by this reference. BillionDigital reserves the right to change any of the terms of this agreement at any time, and you agree to be bound by such changes. Please note that Images downloaded as part of your Standard License subscription may only be used in compliance with these Standard License of Service even in case you also subscribe to the Extended License service. To get the right to use an Image corresponding to the Extended License, you should download that Image as part of your Extended License subscription.
Creative Commons owns all rights, including the copyrights in and to the Images. Your rights to use any Image are subject to this license agreement and are conditioned upon your payment to BillionDigital for your use of the Images. If you fail to make any payment to BillionDigital when due, or if any check is dishonored or credit card charge refused or charged back, your account will be deemed delinquent. 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 BillionDigital's costs of collection, bank charges and credit card processing fees are received by BillionDigital no later than fifteen (15) days from the date that your account became delinquent.
BillionDigital hereby grants to you a non-exclusive, perpetual, worldwide, non-transferable sublicense to use, reproduce or display the Image the ways below:
- On websites;
- In the form of toolbar skins, screensavers and mobile phone wallpaper for your own personal, non-commercial use, not for resale, download or distribution;
- 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;
- As a hand painted reproduction (not as a printed reproduction) on canvas or other material not to be resold;
- In the form of advertising and promotional material, such as brochures, flyers, and the like provided that no individual Image is reproduced more than 250,000 times in the aggregate;
- As a background image or splash screen included into software, on conditions that any digital files containing the Image cannot be unincorporated from the software;
- Included into multimedia presentations, film and video presentations broadcast and theatrical presentations;
- In the form of CD or DVD cover art or artwork;
- As part of editorial or advertising copy in magazines, newspapers, books, book covers, textbooks, editorials and directories;
- For advertising posters for use in promoting the sale of other products;
- In case of creating a derivative work based on or incorporating one or more Images, all rights in and to such Images shall continue to be owned by BillionDigital.
You acknowledge, agree and warrant you shall not:
- Use an Image other than as specified in the Limited License section above.
- Copy or reproduce any Image directly or indirectly more than two hundred fifty thousand (250,000) times.
- Produce or otherwise, printed reproductions of any Image on canvas, paper, plastic or any other medium create for resale or distribution unless expressly permitted by this agreement.
- Display or use any Image on websites or owing to any service intended to sell or impel sales the sale, licensing or distributing other way of 'print on demand' products using or including Image(s), inclusive oft-shirts, posters, artwork, wallpaper and other items.
- Resell, redistribute, provide access to, share or transfer any Image except as specifically provided herein. Uploading any Image to a web site at a resolution that exceeds the display resolution of the intended viewing device will be deemed to be an attempt to redistribute the Image.
- Use an Image together with pornographic, defamatory, or otherwise unlawful or immoral content, or that would be reasonably likely to bring any person or property reflected in the Image into disrepute.
- Use an Image in such a manner that it violates upon any third party's trademark or intellectual property.
- Use or display any Image that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (b) except where accompanied by a statement that indicates that the Image is being used for illustrative purposes only and any person depicted in the Image is a model, that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Image, unless the Image itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Image may be used or displayed in a manner that depicts the model or person in the same context and to the same degree displayed in the Image itself.
- Post an Image online in downloadable format, post an Image on an electronic bulletin board, or enable an Image to be distributed via mobile telephone devices.
- Use any of the Image as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo.
- Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Image(s) or the rights granted under these Terms.
- Download or store the Image on more than one computer at the same time, or post a copy of an Image on a network server or web server for use by other users, or share in any peer-to-peer or similar file sharing arrangement; except that you may make a single backup copy to be stored on media separate from the single permitted computer.
- Remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Image.
- Use Image(s) identified as 'Editorial Use Only', for any commercial, promotional, endorsement, advertising or merchandising use. In this Agreement 'Editorial Use Only' of an Image means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections, for example, sections or supplements featuring brand and/or product names.
- Use BillionDigital Images in a manner that competes with BillionDigital's business. This includes, but is not limited to displaying Images in any format (including thumbnails) for download on a website, offering BillionDigital Images for sale, or incorporating BillionDigital Images in templates of any nature, including templates for websites, social networking websites, documents, projects or otherwise for distribution and/or sale to third parties. This does not concern offering the themes with the Images for sale on BillionThemes website.
- 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.
- Represent yourself as an agent, employee, designee, or affiliate of BillionDigital for any purpose.
- Use any programs, bots or the like to access the BillionDigital websites or any content on these websites for any purpose.
- BillionDigital is under no obligation to refund your subscription fee under any circumstances. In case BillionDigital 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.
- "Non-transferable" as used herein means that except as specifically provided in this Agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, the Image or the right to use the Image. However 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 BillionDigital Image(s) please notify us via BillionDigital Support.
- You agree that you will not share your username and password combination. Your BillionDigital username and password are to be used only by you. Each person that desires to access the BillionDigital 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. Customized subscriptions with multiple points of access are available from BillionDigital. Please contact BillionDigital Support for details.
- You agree to indemnify and hold BillionDigital, 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 BillionDigital for all costs and expenses that BillionDigital incurs in the event that you breach any of the terms of this or any other agreement with BillionDigital.
- BillionDigital warrants and represents that: (a) except in respect of Image identified as 'Editorial Use Only', your use of the Image in accordance with this Agreement and in the form delivered by BillionDigital will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; (b) Unaltered Images do not and will not: \(i) violate any law, statute, ordinance, or regulation; (ii) be defamatory or libelous; or (iii) be pornographic or obscene. (c) While BillionDigital makes commercially reasonable efforts to ensure the accuracy of Image keywords and descriptions, as well as the integrity of our Editorial Images, BillionDigital makes no warranties and/or representations regarding such keywords, Image descriptions or integrity.
- BillionDigital shall defend, indemnify, and hold you harmless up to the "Limits of Liability". (a) Subject to the terms and conditions contained in this Agreement, including without limitation the provisions relating to limitation of liability in this section, BillionDigital hereby represents and warrants that the utilization by you of an unaltered Paid-for Image (as defined below) pursuant to the terms of this Agreement shall not infringe or violate the intellectual property rights, publicity rights or privacy rights of any third party, and that all necessary model and property releases have been properly obtained in respect of such unaltered Paid-for Image. 'Paid-for Image' means any Image downloaded from BillionDigital's website, apart from any Image which \(i) is a part of BillionDigital's collection of free Images, and/or (ii) otherwise can be downloaded without payment of credits or monetary compensation. (b) Subject to subsections (c), (d) and (e) below, BillionDigital agrees to indemnify, defend and hold harmless you from and against all damages, liabilities and expenses (including reasonable attorney fees) arising directly from any actual or threatened lawsuit, claim or legal proceeding (collectively, a 'Claim') commenced by a third party against you, where such Claim alleges that you's utilization of the unaltered Paid-for Image pursuant to the terms of this Agreement is in breach of the representations and warranties set forth in subsection (a) above; conditioned upon and provided that you gives BillionDigital \(i) prompt written notice of any threatened Claim known to you or any suit or proceeding actually initiated against you, (ii) full information, assistance and cooperation for the defense or settlement thereof, and (iii) at BillionDigital's option, sole control of any defense, settlement or action related thereto; and further provided that the use and/or distribution by you of the unaltered Paid-for Image has been at all times in accordance with the terms and conditions of this Agreement and that you is not otherwise in breach of this Agreement. (c) BillionDigital shall have no liability for, and BillionDigital's obligations under subsection (b) above shall not apply to: \(i) any damages, liabilities or expenses incurred by you prior to its notification of the Claim to BillionDigital; and/or (ii) any Claim based on or arising out of: (1) the modification by you of the Paid-for Image; (2) the combination of the Paid-for Image with any other work(s); and/or (3) the context in which the Paid-for Image has been used by you. (d) Notwithstanding anything to the contrary contained in this Agreement or in any other agreement between BillionDigital and you, the total maximum aggregate liability of BillionDigital with respect to any Paid-for Image downloaded or licensed by you shall in no event exceed US $10,000 (ten thousand US dollars) per Paid-for Image, irrespective of the number of times the Paid-for Image is downloaded or licensed. BillionDigital shall not be liable under this Section 8B in respect of any Image which is not a Paid-for Image. (e) The foregoing states the entire liability and obligation of BillionDigital, and the sole and exclusive remedy of you, with respect to any breach of the representations and warranties contained in subsection (a) above.
- Notwithstanding anything to the contrary contained herein, BillionDigital 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.
- BillionDigital'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").
- This contract is governed by and shall be construed in accordance with the laws of the State of New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this Agreement. You hereby consent to the personal jurisdiction of the courts. 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, County and City of New York and not elsewhere. You agree that service of process in any actions, controversies and disputes arising from or relating to this Agreement 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.
- 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 BillionDigital for any breaches of the terms of this agreement.
- 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.
IN THE EVENT THAT YOU BREACH ANY OF THE TERMS OF THIS OR ANY OTHER AGREEMENT WITH BILLIONDIGITAL, BILLIONDIGITAL SHALL HAVE THE RIGHT TO TERMINATE YOUR ACCOUNT WITHOUT FURTHER NOTICE. SUCH TERMINATION SHALL BE IN ADDITION TO BILLIONDIGITAL'S OTHER RIGHTS AT LAW AND/OR EQUITY. BILLIONDIGITAL 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.
THE IMAGES AND OTHER CONTENT IS PROVIDED 'AS IS' WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. BILLIONDIGITAL DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT BILLIONDIGITAL) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
BILLIONDIGITAL 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. BILLIONDIGITAL SUBMITTERS UPLOAD IMAGES TO THE BILLIONDIGITAL WEBSITE AND WARRANT THAT THEY HAVE ALL RIGHTS REQUIRED TO DO SO AND TO ENABLE BILLIONDIGITAL TO GRANT THE RIGHTS IT GRANTS IN THIS AGREEMENT.
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 BILLIONDIGITAL'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 BILLIONDIGITAL WEBSITE AND/OR IMAGE(S) CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY BILLIONDIGITAL FROM YOU FOR YOUR USE OF THE APPLICABLE IMAGE(S). NEITHER BILLIONDIGITAL 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), BILLIONDIGITAL'S BREACH OF THIS AGREEMENT, OR OTHERWISE, UNLESS EXPRESSLY PROVIDED FOR HEREIN, EVEN IF BILLIONDIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL BILLIONDIGITAL'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 BILLIONDIGITAL 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 BILLIONDIGITAL, BILLIONDIGITAL WILL PROMPTLY FILE A COMPLAINT WITH www.ic3.gov, THE INTERNET CRIME COMPLAINT CENTER, A PARTNERSHIP BETWEEN THEFEDERAL BUREAU OF INVESTIGATION (FBI) AND THE NATIONAL WHITE COLLAR CRIME CENTER.