Dear Bigstock API User,
The following constitutes a legal agreement between you, and, if applicable, the employer or other entity on whose behalf you are entering into this Agreement ("you") and Shutterstock, Inc d/b/a BIGSTOCK (hereinafter referred to as "Bigstock"). This Agreement shall govern your use of the Bigstock API (the "API"). By using the API, you accept and agree to be bound by the following terms and conditions (the "API TOS"). Bigstock shall have the right to terminate your access to the API immediately and without notice if you are found to be in breach of any of the terms hereof.
2. Description, Licenses, and Restrictions:
a. The API consists of tools and documentation that will allow you to create software application(s) or website(s) (your "Application"), which will search, display, download and grant licenses to use certain "Content" (as said term is hereinafter defined) subject to the limitations and conditions described herein. "Content" includes, but is not limited to Bigstock images, image descriptions keywords and any other data or information that Bigstock may provide or otherwise make available from time to time. However, Content shall not include any Images marked "Editorial Use Only"
b. You will need one or more unique passwords and/or other credentials (collectively "Keys") for accessing the API and managing your account. You may only access your account with the Key issued to you by Bigstock. You acknowledge that access to your account and/or the API may not always be available. You may not sell, transfer, sublicense or otherwise disclose your Keys or any of your other account login information. Your use of the API is limited solely to the Application described in your API sign up page. You are fully responsible for all activities that occur using your Keys. You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) in your account.
c. Bigstock reserves the right to release newer versions of the API from time to time and to require you to use the most recent version.
d. You agree that you will not use the API with applications or to create applications that:
(i) offer or promote products or services competitive with Bigstock;
(ii) promote businesses competitive with Bigstock; or
(iii) are damaging to, disparaging of, or otherwise detrimental to Bigstock, its licensors, licensees, affiliates and/or partners.
e. The foregoing restrictions shall be interpreted by Bigstock in the exercise of its reasonable discretion. Bigstock shall have the right to terminate your use of the API and/or to disable access by your Application to any or some of the API for violating these API TOS or any other agreement between you and Bigstock.
3. API End User License
a. Bigstock Content licensed by users of your Application (the "API End User") shall be governed by the most current Standard Image Usage Agreement (the "Image Usage Agreement"), located at the following URL: http://www.bigstockphoto.com/usage.html. You shall include a prominent link to the Image Usage Agreement in your Application.
b. You shall incorporate into your User Terms of Service (or equivalent agreement), or otherwise make your Application End Users bound by, the following prohibitions: Neither You, nor your customers shall:
(i) Use an image separately from your Application;
(ii) 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 or other addictive substances; 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 and/or promotional materials for pharmaceutical, healthcare, herbal or medical products (including, but not limited to dietary supplements, digestive aids, herbal supplements, personal hygiene or birth control products), if the use implies that the depicted person suffers from a physical or mental infirmity, ailment or condition or engages in any immoral or illegal activity; and f) in any manner that is defamatory, or contains unlawful or offensive content;
(iii) Use an 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; and
(iv) Use an Image in a manner that infringes upon any third party's trademark or other intellectual property.
c. Nothing contained herein shall be deemed to transfer the copyright to any Image to you or the API End Users. Bigstock and/or the various artists who provide Images to Bigstock own all rights, including the copyrights in and to the Images and reserve all rights in and to the Images not expressly granted hereunder.
d. Your Application shall not facilitate the incorporation of an Image on web sites designed by your customers where such Image is: i) displayed at a resolution greater than 1200 x 800 pixels; or ii) displayed as part of gallery, collection, album, archive, scrapbook or other aggregation of individual images.
e. You are responsible for tracking the personal information of each API End User. You shall provide the personal information of each API End User, and the Content licensed by each API End User promptly upon BigstockÕs reasonable request.
4. License Fees
You shall pay Bigstock the then-current pricing listed on the Bigstock API Learn More page . You must fund your API account with an upfront payment ("Upfront Payment") prior to licensing any Content. As you submit license requests, the corresponding license fees will be deducted from your Upfront Payment. When the Upfront Payment is fully depleted, Bigstock will bill your credit card as per your account settings. Any remaining Upfront Payment monies in your API account for over a year without any API activity will be deemed forfeited.
5. Term and Termination:
a. Term. The term of this Agreement shall commence on the date upon which you agree, by your use of the API, to these API TOS and shall continue in force thereafter, unless modified or terminated as provided herein.
b. Bigstock Termination. Bigstock may change, suspend or discontinue all or any aspect of the API, including its general availability, at any time. Furthermore, Bigstock may limit, suspend or terminate your use of the API and/or this Agreement at any time for any or no reason. Without limiting the foregoing and as clarification only, Bigstock may terminate this Agreement immediately and without notice if:
i. you seek to hack or interfere with the API;
ii. Bigstock determines that your use of the API poses a security or service risk to Bigstock, to any user of the Application, or to any of our subscribers, or may subject us or any third party to liability or damages or danger;
iii. you otherwise use the API in a way that disrupts or threatens the API;
iv. we determine, in our sole discretion, there is evidence of fraud with respect to your account;
v. you use any of the Bigstock Property other than as expressly permitted herein;
vi. we receive notice or we otherwise determine, in our sole discretion, that you may be using the Bigstock API for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party; or
vii. we determine, in our sole discretion, that our provision of any of the API to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.
c. You may terminate this Agreement for any reason or no reason at all, at your convenience, by closing your account; at such time your use of the API shall cease.
d. Effect of Termination. Upon the termination of these API TOS for any reason (i) the rights granted to you herein, including all licenses to the API, Content, Bigstock Property and Bigstock Brands shall terminate and (ii) you shall immediately cease all use and distribution of your Application. Neither party shall be liable to the other party for damages of any sort resulting solely termination of these API TOS.
6. Usage Limitations:
Bigstock may limit the number of network calls that your Application may make, and/or the maximum file size, and/or the maximum amount of Content that may be accessed, or anything else about the API and the Content it accesses as Bigstock deems appropriate in its reasonable discretion. Bigstock may change usage limits at any time without notice. In addition to its other rights under these API TOS, Bigstock may utilize technical measures to prevent over usage, including by way of illustration, throttling usage of the API by an Application after any usage limitations are exceeded.
7. Your Display of Content; Attribution, and Goodwill:
You must clearly and conspicuously credit Bigstock as the source of all Content displayed through your Application by displaying attribution as set forth in the API documentation. Such attribution must be clearly visible to the API End Users. If, in Bigstock's reasonable discretion, your attribution fails to clearly and conspicuously credit Bigstock as the source of the Content, upon Bigstock's request you shall promptly take any and all reasonable steps to comply with this section.
8. Appropriate Conduct and Usage Restrictions:
You agree that when using the API, you will not do the following, attempt to do the following, or permit the API End Users or other third parties to do the following:
a. interfere with or disrupt Bigstock services or servers or networks connected to Bigstock services, or disobey any requirements, procedures, policies or regulations of networks connected to Bigstock services;
b. place, cause, enable, or permit a third party to place, advertisements or other materials that overlay, obscure or misattribute the Content;
c. place, or allow a third party to place, the Content around, near, or next to adult or inappropriate content nor shall your Application associate or be associated with any content which Bigstock, in the exercise of its discretion, deems inappropriate;
d. store, or enable a third party to store, any Content not purchased;
e. restrict or inhibit any other user from using and enjoying Bigstock services;
f. use Content and/or services for any illegal or unauthorized purpose;
g. circumvent or modify any Keys or other security mechanisms employed by Bigstock or the API, including without limitation any authentication technologies;
h. obtain access to the Bigstock services without authorization;
i. enable any other person to personally identify any user of your Application except with the user's express consent;
j. state or imply that any of the Content is created and/or owned and/or controlled by you;
k. use the Content (including any third party trademarks or service marks therein) other than as is permitted by Bigstock;
l. falsely express or imply that any third party content is sponsored or endorsed by Bigstock;
m. create user accounts under false or fraudulent pretenses;
n. Use Content in connections with an Application infringes any patent, trademark, copyright, trade secret or other proprietary right of any party;
o. charge any fees or require payment for use of or access to the Bigstock API or the Content unless approved by Bigstock; or
p. transmit any viruses, malware, worms, defects, Trojan horses, or any items of a destructive nature.
Bigstock has no obligation to provide you or your API End Users with support, software upgrades, enhancements, or modifications to the API ("Support"). You understand and agree that you are solely responsible for providing API End Users support and any other technical assistance for your Application. Bigstock shall have the right, but not the obligation to redirect users and potential users of your Application to your email address for purposes of answering general Application inquiries and support questions. If Bigstock elects at any time to provide Support, it shall be considered part of the Bigstock services. Bigstock may terminate the Support at any time without notice to you for any or no reason.
Bigstock may maintain and/or publish on its Website or in other locations, a directory of developers using the API and/or the Applications ("Directory"). You hereby grant Bigstock a right to link to your Application through such Directory. You hereby grant Bigstock a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands associated with you and your Application for the purpose of promoting or advertising that you use the API, or for inclusion in the Directory.
11. Proprietary Rights:
a. Bigstock Property. As between you and Bigstock, Bigstock retains all right, title and interest, including without limitation all intellectual property rights, in and to the "Bigstock Property" which consists of: (i) the API and any and all elements and components thereof, including technology, software, code, user interfaces, and any derivative works and/or compilations thereof or relating to; (ii) the Content available through the API; (iii) the Bigstock Brands, as defined in these API TOS; and (iv) any feedback (including suggestions comments, improvements, ideas, etc.), about the Bigstock services, the Content, the API, or any applications Bigstock may be developing. You agree to take such actions, including, without limitation, execution of affidavits or other documents, as Bigstock may reasonably request, to effect, perfect or confirm Bigstock's rights to the Bigstock Property.
b. License Grant. You shall not acquire any right, title, or interest in or to the Bigstock Property except as expressly set forth in these API TOS. Subject to your compliance with the terms and conditions set forth herein, and solely for the duration of these API TOS, Bigstock grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access and use the API solely to develop, test, display, distribute and execute your Application;to access and display in your Application the Content provided by Bigstock; and to allow others to access your Application as permitted by Bigstock. You will not, and will not permit any person, directly or indirectly, to reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, or, other than as explicitly permitted hereunder, create derivative works of the Bigstock services, including, without limitation, the API, or any aspect or portion thereof, including without limitation, source code and algorithms.
c. Brand License. Subject to your compliance with these API TOS during the term of this Agreement, and solely for the duration hereof, Bigstock grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands of Bigstock (cumulatively, the "Bigstock Brands") in accordance with these API TOS, as part of the Content; for attributing the Content as from Bigstock; and for the purpose of promoting or advertising that you use the API and in your resulting Application. All uses by you of the Bigstock Brands (including any goodwill associated therewith) shall inure to the benefit of Bigstock.
d. Brand Protection. At no time during or after the expiration or termination of this Agreement shall you challenge or assist others to challenge the Bigstock Brands (except to the extent such restriction is prohibited by law) or the registration or ownership thereof by Bigstock, nor shall you attempt to register any brands, trade names, domain names, trademarks, logos and other source indicators that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to the Bigstock Brands.
e. In using the Bigstock Brands as permitted herein, you may not do the following (and for purposes of this Section "use" shall include any use or display of a Bigstock Brand):
(i) imply a relationship, affiliation, sponsorship, or endorsement with or by Bigstock, other than your use of the API;
(ii) suggest that your content has been authored by, or represents the views or opinions of Bigstock or Bigstock personnel;
(iii) disparage Bigstock, its products or services, or any licensor or affiliate of Bigstock;
(iv) tarnish, dilute or otherwise impair the Bigstock Brands;
(v) promote another service substantially similar in whole or in part to Bigstock;
(vi) use a Bigstock Brand in press materials without the express written approval by Bigstock;
(vii) use a Bigstock Brand, the API or Content on your site or Application if your site contains or displays adult content, promotes illegal activities, or the sale of alcohol or tobacco;
(viii) use a Bigstock Brand as the largest or most prominent brand in your Application or as the most prominent element of your Application or as part of the name of your Application, without BigstockÕs express written permission in each case;
(ix) use a Bigstock Brand in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Bigstock;
(x) use a Bigstock Brand on a site that violates any law or regulation;
(xi) remove, obscure, distort or alter any element of a Bigstock Brand.
12. Your Warranty, Ownership and License Grants.
You represent and warrant that: (a) your Application, including its content, is your original work or was legally obtained; and (b) our and our sublicensees' and affiliates' use of your Application, including its content, as permitted by the licenses granted by you in this Agreement will not violate any third party's rights. Except to the extent your Application and its content contains Bigstock Property, Bigstock claims no ownership or control over your Application or the content sent, posted or displayed through your Application. Following the expiration or termination of this Agreement and upon written request from you, Bigstock shall make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application from the Bigstock website and service. Bigstock shall have no other obligation to delete copies of, references to, or links to, your Application.
13. Bigstock Application Development:
You understand and acknowledge that Bigstock itself, or other Bigstock affiliates, users and/or customers, may be independently creating applications, content and other products or services that may be similar to or competitive with your Application and its content, and nothing in this Agreement will be construed as restricting or preventing Bigstock or its other affiliates, users and/or customers from creating and fully exploiting such applications, content and other items, without any obligation to you. If you elect to provide us with any feedback, you hereby assign all right, title and interest in and to such feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account.
14. Privacy and Legal Compliance:
b. You will not ask for, view, store, and access or cache the sign-in name or passwords to Bigstock users accounts.
You agree to hold harmless and indemnify Bigstock, and its subsidiaries, affiliates and licensors, and their respective officers, agents, and employees, advertisers or partners, from and against any claim arising from or in any way related to your use of any Bigstock Property, violation of these API TOS, violation of applicable laws and regulations, including, without limitation, privacy laws, or any other actions or claims connected with or related to your Application and/or use of Bigstock services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys'fees, of every kind and nature. In the case of a written claim, Bigstock will provide you with written notice of such claim, suit or action.
16. Disclaimer of Warranties:
YOU EXPRESSLY UNDERSTAND AND AGREE TO THE FOLLOWING DISCLAIMERS TO THE EXTENT PERMITTED BY APPLICABLE LAW:
a. YOUR USE OF THE BIGSTOCK PROPERTY AND ANY BIGSTOCK SERVICES IS AT YOUR SOLE RISK. THE BIGSTOCK PROPERTY AND ANY BIGSTOCK SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BIGSTOCK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. BIGSTOCK MAKES NO WARRANTY THAT THE BIGSTOCK PROPERTY OR ANY BIGSTOCK SERVICES (I) WILL MEET YOUR REQUIREMENTS, (II) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR HAVE KNOWN OR DISCOVERED ERRORS CORRECTED, (III) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE, OR (IV) WILL MEET YOUR EXPECTATIONS (OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE BIGSTOCK PROPERTY OR ANY BIGSTOCK SERVICES WILL MEET YOUR EXPECTATIONS).
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE BIGSTOCK PROPERTY OR ANY BIGSTOCK SERVICES IS ACQUIRED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BIGSTOCK SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE API TOS.
17. Limitation of Liability:
YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT BIGSTOCK SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BIGSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE BIGSTOCK PROPERTY OR BIGSTOCK SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE BIGSTOCK PROPERTY OR ANY BIGSTOCK SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE BIGSTOCK PROPERTY OR ANY BIGSTOCK SERVICES.
18. Confidential Information:
The term "Bigstock Confidential Information" means any information of or relating to Bigstock that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Bigstock or that is not generally known or readily ascertainable by the public, including, without limitation, nonpublic information regarding the Bigstock API and Bigstock's products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Bigstock Confidential Information remains the property of Bigstock, and no license or other right in any Bigstock Confidential Information is granted hereby. You will not disclose any Bigstock Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. If you are a corporate entity, you will limit your internal distribution of Bigstock Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Bigstock Confidential Information for the benefit of anyone other than Bigstock. Upon Bigstock's written request, you will destroy or return to Bigstock all Bigstock Confidential Information in your custody or control. In addition to the terms of this provision, you and Bigstock will continue to be subject to any non-disclosure agreement that you and Bigstock have entered into separately. This provision will survive any expiration or termination of this Agreement.
19. Monitoring Your Use of the Bigstock API:
You agree to provide Bigstock with access to your Application and/or other materials related to your use of the API as reasonably requested to verify your compliance with these API TOS. You agree that Bigstock may crawl or otherwise monitor Applications. You agree not to block or interfere with such efforts by Bigstock and/or its designees.
You acknowledge that your breach of these API TOS may cause irreparable harm to Bigstock and/or its licensors, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Bigstock may be legally entitled, Bigstock shall have the right to seek immediate injunctive relief in the event of a breach of these API TOS by you or any of your officers, employees, consultants or other agents.
21. Export Controls:
You shall, in connection with your use of the API, comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the API.
22. Entire Agreement:
These API TOS including those documents explicitly incorporated herein by reference, constitute the entire agreement between you and Bigstock and govern your use of the API, superseding any prior agreements between you and Bigstock with the same subject matter hereof.
23. Choice of Law and Forum:
These API TOS and the relationship between you and Bigstock shall be governed by the internal laws of the State of New York without regard to its conflict of law provisions. You and Bigstock agree to submit to the personal and exclusive jurisdiction of the courts located within the County, State and City of New York.
The failure of Bigstock to exercise or enforce any right or provision of these API TOS shall not constitute a waiver of such right or provision.
25. Severability of Terms:
If any provision of these API TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these API TOS shall remain in full force and effect.
26. Statute of Limitations:
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Bigstock Property must be filed within two (2) years after such claim or cause of action arose or be forever barred.
27. Third Party Beneficiaries:
Nothing in these API TOS shall be construed to confer any rights to third party beneficiaries.
You may not assign or transfer your agreement to these API TOS. Bigstock shall have the right to assign this agreement or any rights hereunder to any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with Bigstock.
The section headings in these API TOS are for convenience only and have no legal or contractual effect.