PHOTOGRAPHER SITE USAGE AGREEMENT
Site Usage Agreement. By using this site and/or downloading any material, you agree to be bound by this Agreement and A.E. Photography's Website Terms and Conditions (incorporated by reference herein). A.E. Photography reserves the right to change this Agreement from time to time at its sole discretion, and your use of the site will be subject to the most current version posted on the site at the time of your use. If you do not wish to be bound by this Agreement, do not accept this Agreement and do not use this site or download or use any Images.
Ownership and Intellectual Property. This site is owned and operated by A.E. Photography. All content, images and related informational materials in any medium furnished by A.E. Photography hereunder, including related text, captions, or information (collectively referred to as "A.E. Photography Materials") are owned by A.E. Photography or our Image providers. All A.E. Photography Materials are protected by US and international copyright, trademark or other intellectual property laws.
Personal Use Only. You are entitled to use this site for personal use only. You may copy, or download portions of the site for your personal use only. You may not interfere (directly or indirectly) with, hinder or disrupt the integrity or performance of the site or the A.E. Photography Materials. All other uses of this site are expressly unauthorized. A.E. Photography reserves the right to revoke your authorization to view, download and use the A.E. Photography Materials and information available on this site at any time, and you agree to immediately discontinue your such use upon written notice from A.E. Photography. All rights not specifically granted under this Agreement are reserved to A.E. Photography. Your use of this site and any Corbis Materials shall comply with all applicable law. Despite our efforts to provide accurate information, this site may contain technical or other mistakes, inaccuracies or typographical errors. Nothing herein and you produce shall grant or purport to grant to any third party a right to use or duplicate the Corbis Materials, or any party thereof. You agree to take all commercially reasonable steps to prevent third parties from duplicating or distributing the Corbis Materials, or any party thereof.
Registration and Personal Account. You agree to furnish true and accurate information. A.E. Photography reserves sole discretion over whether to grant you an account, and you agree to access the authorized sections of the web site, your account and/or A.E. Photography Materials only by using the account number and password supplied to you by A.E. Photography. Access to this site and the A.E. Photography Materials is granted to you only, and such right of access is personal to you. You may not assign these this Agreement, or any obligations, duties, representations or covenants hereunder, without A.E. Photography?s written consent. You are responsible for maintaining the confidentiality of your account number and/or password, if applicable, and you shall not distribute this access information or allow others to use this access information to gain access to this site or the A.E. Photography Materials. You agree to take reasonable steps to prevent others from obtaining your access information and to notify Corbis of any unauthorized access. You shall be liable for any unauthorized access by others using your account, with or without your permission or knowledge prior to the time that you notify A.E. Photography of any unauthorized use. You agree that you shall not acquire any rights of use, ownership, or bailment as a result of using any A.E. Photography account, site, the A.E. Photography Materials or related services.
Third Parties. As a convenience, our site may link to other sites that may be of interest to you but are not under A.E. Photography's control. These links do not imply endorsement by A.E. Photography and we are not responsible for the availability of or the A.E. Photography Materials or any other materials or content contained in any linked site.
Privacy Policy. The A.E. Photography site may contain or use technology that provides A.E. Photography and its affiliates with information regarding your use of this site. Please consult A.E. Photography Privacy Policy for specific information on A.E. Photography policies for use of your personal information.
Confidentiality: During this Agreement, A.E. Photography may provide you with certain pricing, technical, marketing and other confidential information. You acknowledge that such confidential information encompasses valuable trade secrets and is proprietary to A.E. Photography, and you shall maintain the confidentiality of any ?Confidential Information? that A.E. Photography may provide to you, and you shall not use or disclose the same without the prior written consent of A.E. Photography. ?Confidential Information? includes any information that is either designated as confidential by A.E. Photography or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential by you.
Indemnification. You agree to indemnify, defend, and hold harmless A.E. Photography and its content providers against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) a breach of this Agreement, (ii) your unauthorized use of the site or A.E. Photography Materials, or any portion thereof, (iii) the use or modification of any A.E. Photography Materials or combination of any A.E. Photography Materials with any other material, (iv) your failure to abide by any restriction regarding the use of the site or A.E. Photography Materials, or any portion thereof, or (iv) any claim by a third party related to the use of the site or A.E. Photography Materials.
Disclaimers. A.E. Photography disclaims any responsibility for any harm resulting from your use or misuse of the A.E. Photography Materials, or any part thereof. Nothing contained in the site or A.E. Photography Materials shall be considered advice, and you should not rely on the site or any of the A.E. Photography Materials as such. THE A.E. PHOTOGRAPHY MATERIALS AND SITE, AND ALL PARTS THEREOF, ARE PROVIDED "AS IS," WITH NO WARRANTIES (EXPRESS OR IMPLIED) WHATSOEVER. A.E. PHOTOGRAPHY MAKES NO WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO A.E. PHOTOGRAPHY?S PERFORMANCE OF ITS OBLIGATIONS. A.E.PHOTOGRAPHY EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THAT THE A.E. PHOTOGRAPHY MATERIALS OR SITE ARE ERROR FREE, THAT ANY INFORMATION IS ACCURATE, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. A.E. PHOTOGRAPHY DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE A.E. PHOTOGRAPHY MATERIALS OR THE SITE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE A.E. PHOTOGRAPHY MATERIALS, THE SITE, OR ANY PORTIONS THEREOF AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF A.E. PHOTOGRAPHY MATERIALS OR SITE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. UNDER NO CIRCUMSTANCES SHALL A.E. PHOTOGRAPHY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, LICENSORS, OR AGENTS BE LIABLE TO ANY USER FOR THAT USER'S DOWNLOAD, USE OR MISUSE OF THE CORBIS MATERIALS OR SITE, OR ANY PART THEREOF. A.E. PHOTOGRAPHY SHALL IN NO WAY BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES RELATED TO THE DOWNLOAD OR USE OF THE A.E. PHOTOGRAPHY MATERIALS, THE SITE OR ANY PORTION THEREOF, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF A.E. PHOTOGRAPHY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE A.E. PHOTOGRAPHY MATERIALS, THE SITE OR ANY PORTION THEREOF, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE A.E. PHOTOGRAPHY MATERIALS, THE SITE OR ANY PORTION THEREOF, FROM THE INABILITY TO USE A.E. PHOTOGRAPHY MATERIALS, THE SITE, OR ANY PORTION THEREOF, FROM THE MODIFICATION OR COMBINATION WITH OTHER MATERIALS NOT PROVIDED BY A.E. PHOTOGRAPHY, FROM THE USE OF IMAGES OR MATERIALS WHICH A.E. PHOTOGRAPHY HAS NOTIFIED YOU NOT TO OTHERWISE USE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR YOUR ACCESS TO IT OR OTHER A.E. PHOTOGRAPHY MATERIALS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Choice of Law / Jurisdiction / Attorneys' Fees. Any dispute regarding this Agreement shall be governed by the laws of the State of Ohio and applicable U.S. Federal law, including Title 17 of the U.S. Code, as amended. The parties agree to accept the exclusive jurisdiction of the state and federal courts located in Ohio, USA and you hereby consent to the jurisdiction of such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language (Les parties aux presentes confirment leur volonte que cette le convention de meme que tous les documents y compris y tout avis qui s'y rattache soient rediges en langue anglaise). In any dispute between A.E. Photography and you, A.E. Photography shall be entitled to recover its reasonable attorneys' fees, legal expert fees, and other legal expenses from you.
No Waiver / Severability. No action of A.E. Photography, other than an express written Waiver or Amendment, may be construed as a waiver or amendment of this Agreement. Should any clause of this Agreement be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible.
Miscellaneous. You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions. This document constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of A.E. Photography, provided that no purchase order or similar document issued by you shall modify this Agreement even if signed by A.E. Photography. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without A.E. Photography's prior written consent.
