This license agreement (“Agreement”) is between you, the purchaser of stock photos via the RepresentationMatters.com website (“you”) and Lindley Ashline doing business as Representation Matters (“Representation Matters”).
This Agreement is a binding legal contract; please review it in full. By purchasing a license to a stock photo via Representation Matters (the “License”) on the website, you expressly agree to be bound, without modification, to this Agreement. If you do not agree to be bound to this Agreement, you cannot purchase the License.
If you are purchasing the License on behalf of an organization, you warrant that you are authorized to bind that organization to legal agreements, and as such, that organization accepts this Agreement, and all the terms of this Agreement apply to that organization.
If you are enrolling in a subscription to purchase credits, with recurring monthly payments, Representation Matters may amend this Agreement at any time by sending you a revised version at the email address you provide us, and you automatically become bound by the latest version of the Agreement unless you withdraw from the subscription. You have an affirmative duty to notify us of any changes to your email address, and to review any changes to the Agreement.
This Agreement was last modified on February 5, 2019.
Licenses. Representation Matters offers two types of licenses: Personal Licenses and Commercial Licenses. Any downloadable purchases are made under a commercial license. Any tangible goods purchases (e.g., prints, coffee mugs) are made under a personal license.
Personal License. You receive a non-exclusive, non-assignable, non-transferable, non-sub-licensable, perpetual, universe-wide license to use, reproduce, modify, and distribute the copyrighted Content and to incorporate the copyrighted Content in whole and in part into derivative works for sale, only for non-commercial, personal use (as defined below), with the below restrictions.
Non-Commercial, Personal Use is defined as use that is not advertising, commercial, promotional, marketing, affiliate-related, or in any way related to a business or other commercial enterprise. Personal use may include but is not limited to use of Licensed Content on a personal, non-commercial blog or a personal social media account.
Commercial License. You receive a non-exclusive, non-assignable, non-transferable, non-sub-licensable, perpetual, universe-wide license to use, reproduce, modify, and distribute the copyrighted Content and to incorporate the copyrighted Content in whole and in part into derivative works for sale, with the below restrictions.
Restricted Uses. You are prohibited from using the Licensed Content:
- For or to illustrate negative or critical body messaging, diets or “lifestyle changes,” health warnings, or intentional weight loss in any form.
- In any illegal, defamatory, or hate-speech manner or association.
- In association with or on a dating website or conversion therapy website.
- For redistribution or resale as a stand-alone file, as a part of a group of photography files (such as on a stock-photo website), or as part of a template (such as a website theme template).
- In a trademark, service mark, or logo.
Any violation of the above Restricted Uses is a material breach of this Agreement.
Payments. You may purchase a license for Content via a one-time, flat fee photo credit, or via a recurring monthly subscription. By submitting the payment form, you agree to pay Representation Matters a flat-fee or a monthly subscription fee using an automatic billing system (currently PayPal and via SmugMug) to purchase credits that may be used in exchanged for the License. You agree that Representation Matters may charge your credit card (current PayPal via Patreon) automatically each month on your subscription renewal date (if applicable) until you cancel. Overdue amounts, including bounced payments or chargebacks, will be assessed a late payment charge at a monthly rate of 1.5% or the maximum provided by law, whichever is less. You understand that if a payment is late, charged-back, or declined for any reason, you will no longer have access to your subscription until the late payment is rectified. Representation Matters will have the right to recover expenses including collection costs and reasonable attorney’s fees incurred in the collection of overdue amounts. You understand and agree that you are responsible for the payment even if you choose not to utilize your subscription credits in a month.
Term. This Agreement begins when you purchase a License and shall continue until the Agreement is terminated under this section. You can terminate this Agreement by stopping use of all licensed Content and by destroying all copies of the licensed Content. If you materially breach this Agreement, Representation Matters may terminate this Agreement upon five (5) days written notice, unless the breach is cured within the notice period; upon termination for material breach all licenses are immediately terminated, without refund. You may cancel future automatic subscription payments with three (3) days’ written notice before the next automatic payment date; however, that cancellation does not terminate this Agreement.
No Waiver. The terms of this Agreement cannot be waived or modified except by an express agreement in writing signed by all the parties.
No Assignment. You may not assign this Agreement to any other party without Representation Matters’ written consent. The password and login information that is assigned to you must be kept confidential, may only be used by you personally, and may not be shared, given, rented, or assigned to any other person or entity. Any violation of this term is a material breach of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter contained in this Agreement.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement will not in any way be affected or impaired.
Intellectual Property and Warranties. The Licensed Content is owned by Representation Matters or photographers who have licensed the Licensed Content to Representation Matters. All rights not granted under this Agreement are hereby expressly reserved. Representation Matters represents and warrants that the Licensed Content does not infringe upon the copyright, trademark, trade secret, publicity rights, or other intellectual property interests of any other person or property. Except for the warranty of non-infringement as stated above, Representation Matters provides the Licensed Content “as is” and expressly disclaims any other warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose.
Indemnification by You. You agree to indemnify Representation Matters, its affiliates, directors, officers, staff, contractors, employees, and agents against all claims and damages arising out of the breach or alleged breach of any representations, warranties, or agreements made by you under this Agreement. Representation Matters agrees to notify you promptly of all claims and suits.
Indemnification by Representation Matters. Representation Matters agrees to indemnify you, its affiliates, directors, officers, staff, contractors, employees, and agents against all claims and damages arising out of the breach or alleged breach of any representations, warranties, or agreements made by it under this Agreement; however, this indemnification does not extend to your modifications of licensed Content. You agree to notify Representation Matters promptly of all claims and suits.
Waiver of Consequential Damages. No party will be liable to another party or any person, firm, corporation or other business association claiming by, through or under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, incidental, indirect, or consequential damages, whether or not any party or entity has been advised of the possibility of such damages.
Force Majeure. Neither Party will liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, government regulations or controls, casualty, government authority, strikes, terrorism, hacker attacks, widespread internet outages, or acts of God, in which event the non-performing party will be excused from its obligations for the period of the delay and for a commercially reasonable time thereafter.
Choice of Law and Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be governed by the laws of the State of Washington. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days. Arbitrator(s) shall agree to these limits prior to accepting appointment. The prevailing party shall be entitled to an award of reasonable attorney fees. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
Notices. You agree that Representation Matters may provide notice to you under this Agreement via the email you provided in your User account, or by placing a banner across the web pages of the Representation Matters website. You agree that you are liable and responsible to keep your account information accurate and up to date. You may provide legal notice to Representation Matters via firstname.lastname@example.org or 14201 SE Petrovitsky Rd Ste A3 #324 Renton, WA 98058.