This license agreement (“Agreement”) describes the terms regarding your use of the images and other content made available through the website or other medium (“Content”) owned or controlled by ArchExplorer, together with its subsidiaries, affiliates, successors and assigns, having its principal place of business at ArchExplorer. This Agreement is deemed incorporated into the website terms and conditions. This Agreement, the Supplementary Terms and any other terms as specified in the applicable Invoice govern your use of the Content and shall be binding on you.

Please read this Agreement and the applicable terms carefully.

IF YOU DO NOT AGREE WITH ANY PROVISIONS, PLEASE DO NOT PROCEED TO OBTAIN OR USE ANY CONTENT FROM ArchExplorer.

The terms “you” or “your” means the licensee, user, or recipient of the Content and if you are entering into this Agreement on behalf of any other person or entity (“Principal”), the Principal shall be considered as the licensee, user or recipient of the Content. If you are entering into this Agreement on behalf of the Principal, you represent and warrant that you are authorized to act on behalf of the Principal and have full authority to bind the Principal to this Agreement. You and the Principal will be jointly and severally liable for complying with the terms hereof and for any acts or omissions under this Agreement. If the Content is utilized by you on behalf of the Principal, you represent and warrant that the Content shall be solely used for the benefit of the Principal. If you intend to utilize the Content for the benefit of any party other than the Principal, you shall be bound to enter into a license agreement with ArchExplorer that will specify the terms and conditions of such use.

The grant of license rights herein shall only be applicable for the Content as specified in the applicable invoice (“Invoice”). Subject to your compliance with the terms herein and ArchExplorer’s receipt of applicable full fees for the Content as stated in the Invoice, ArchExplorer grants you:

• a limited, non-exclusive right to use the Content solely for the use as specified in the applicable invoice (“Specified Use”). Notwithstanding the foregoing, the license under this clause shall not be construed to grant you the right to disseminate, publish, display, or otherwise use the Content in any way other than the Specified Use. All rights not expressly granted herein are reserved by ArchExplorer. The term of the license granted under this section shall commence from the invoice issue date for one (1) year unless otherwise specified in the Invoice.

• a limited, non-exclusive, perpetual, worldwide right to create and exploit the Specified Use for any purpose expressly permitted under this Agreement irrespective of the way or media in which the Content is provided to you including without limitation electronic communication. The license granted under this section includes the right to make the Content available to certain individuals for the sole purpose of arranging the Content to generate the Specified Use according to the terms provided herein. Notwithstanding the foregoing, the license under this clause shall not be construed to grant you the right to alter, manipulate or edit the Content.

Your use of the Content licensed under the terms herein is subject to the following restrictions:

• You shall use the Content and the Specified Use solely for your use.
• You shall not sell, transfer, loan, sublicense or otherwise assign to anyone the Content or any rights therein except as expressly stated herein, and provided further that such use has been indicated as one of the permitted Specified Use under any applicable Invoice.
• If your contractors, employees, representatives, or agents (“Representatives”) use the Content to create the Specified Use as provided herein, you are responsible for such Representative's compliance with the terms herein and will be jointly and severally liable for acts or omissions of the Representatives.
• You shall have the necessary license from ArchExplorer to use the Content for the specified purpose and your ability to access Content does not mean that you are entitled to use the Content.
• You shall not use the Content as a trademark.
• You shall not use the Content for any obscene, immoral, or pornographic purpose.
• You shall not use the Content for any illegal or unauthorized purpose.
• You shall not use the Content to harass or defame any person, or to violate any privacy rights or intellectual property rights, or moral rights of any person.
• If you are using the Content on any online medium subject to our permission, then you shall utilize your best possible efforts to ensure that the Content is secure and protected from unauthorized copying, dissemination, or download.

ArchExplorer and its content providers and licensors shall maintain all rights, title, and interest in and to all of the copyrights, patent rights, trademarks, trade secrets, logos, designs, and all other proprietary and intellectual property rights in the Content. No title or intellectual property rights including without limitation any copyright ownership rights in the Content belong to you or are transferred to you except for the limited license grants expressly stated herein. For the sake of clarity, you shall not acquire nor claim any ownership and intellectual property rights in the Content except for the Specified Use.

You shall incorporate the following credit with each editorial published image in the Content
You do not need to include a photo credit for commercial use,
“© [photographer name] / ArchExplorer].”

If you fail to provide the above-mentioned notice when you publish the Content, you shall be liable to pay ArchExplorer three (3) times the amount stated in the applicable Invoice representing the Content.

If you create any derivative works or compilation using the Content (“Derivative Works”), any right, title or interest arising in such Derivative Works shall not be construed to provide you the right to use the Content except as expressly authorized herein.

You grant a non-exclusive, transferable license to ArchExplorer to use your Specified Use for any advertising, marketing, and promotional purposes of ArchExplorer. The foregoing right is provided without any liability on the part of ArchExplorer to pay any compensation or royalty of any kind to you concerning the use of your Specified Use by ArchExplorer.

You shall not use the trademarks, logos, or service marks of ArchExplorer without the prior written authorization of ArchExplorer.

Any unsanctioned use of the Content by you shall be considered as an infringement of the proprietary rights of ArchExplorer and ArchExplorer shall be entitled to injunctive relief and may exercise all rights and remedies available to it under law including claiming monetary damages against you and any other person using or benefitting from the Content. Without limiting the foregoing, ArchExplorer shall be entitled to bill and you shall be liable to pay ten (10) times the license fee for any unauthorized use.

The content provided is on an "as is" basis without warranty of any kind, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, suitability, title, or non-infringement. ArchExplorer shall not be liable for any claims, losses, expenses sustained or incurred by you related to or arising from your use of content which content you have changed or have combined with some other content or have used in contravention of any applicable instructions provided by ArchExplorer at the commencement of license grant. ArchExplorer does not warrant that any caption information is accurate and your reliance on such information is at your risk.

To the extent permitted by applicable law, ArchExplorer, its licensors, content providers, officers, directors, employees, shareholders, members, and contractors, shall not be liable to you or any third party for any indirect, incidental, special, punitive, or consequential damages, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses arising out of, or relating to this agreement or your use or inability to use the content. The total aggregate liability of ArchExplorer to you or any third party under this agreement including the supplementary terms and invoice, shall not exceed the total amount of fees received by ArchExplorer from you for the applicable content. The limitations specified in this section will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.

You shall indemnify, defend and hold harmless ArchExplorer, its licensors, content providers, officers, directors, shareholders, members, employees, and contractors, against any claims (including, without limitation, third party claims), damages, losses, suits, judgments, settlements, costs, and expenses, including without limitation reasonable attorney fees, arising out of or related to (a) your breach of any terms of this Agreement including Supplementary Terms or terms stated in the Invoice, (b) your use or alteration of any Content including using the Content without necessary and prior authorization, (c) your act of combination of Content, with any other content, (d) your use of the Content in contravention of any applicable instructions provided by ArchExplorer at the beginning of the license commencement, (e) your acts or omissions (f) acts or omissions of Principal, (g) acts or omissions of your Representatives or other of your users using the Content.

You shall comply with any conditions or restrictions specified in the Invoice related to the Content. The restrictions may include without limitation conditions on the use of Content concerning the timeline, manner, medium, industry, or territory. The restrictions may also indicate any necessary approvals to be obtained from designated authorities.

You acknowledge that ArchExplorer does not provide any permissions, clearances, releases, or other rights including without limitation personal release, property release, copyright clearance, trademark clearance, and similar such releases or clearances ("Clearances") and you are solely responsible at your own cost for obtaining such Clearances. You are advised to approach and consult legal counsel if you have any questions on whether such Clearances are needed for use of the Content. ArchExplorer makes no representations or warranties concerning the use of identifiable people, trademarks, trade dress, copyrighted designs, or other property works depicted in any Content.

You shall pay the applicable fees plus applicable taxes stated in the Invoice within thirty (30) days from Invoice Date irrespective of whether you use the Content or not except as expressly stated otherwise herein. If the applicable payments are not received by us within the period above stated, you shall be liable to a late payment charge of 1.5 percent per month or the greatest amount permitted by applicable law on the amounts that are not paid. Additionally, you shall reimburse ArchExplorer for any reasonable expenses incurred by ArchExplorer in regard to instituting and defending suits for collection including without limitation reasonable attorneys’ fees and expenses.

ArchExplorer may terminate this Agreement by written notice if you fail to comply with any provision herein. Termination of this Agreement will terminate all licenses granted to you under this Agreement.
You may terminate this Agreement subject to the following:

• If you terminate within seven (7) days from the Invoice Date, you shall be liable to pay $500 per image.
• If you cancel after seven (7) days, you shall be liable to pay a cancellation fee equal to fifty percent (50%) of the Invoice amount.
  No termination will be allowed after thirty (30) days from the Invoice Date and you will be liable and shall pay the full amount as stated in the Invoice.
  On the expiration or termination of this Agreement,
• All usage rights granted to you in the Content shall no longer be in force
• You shall immediately cease use of all the Content
• You shall immediately delete copies of any Content except that you may hold one (1) copy of any sanctioned work that incorporates the Content solely for ArchExplorerival use.

The termination or expiration of the Agreement shall not relieve you of any payment obligations hereunder including without limitation payments related to processing, handling, shipping, and other applicable charges.

During the term of this Agreement, you may receive certain proprietary, technical, marketing, financial, strategic, and other confidential information from ArchExplorer (“Confidential Information”). Confidential Information includes without limitation any information that is either designated as confidential by ArchExplorer or that can reasonably be regarded by its nature or under the circumstances in which it was provided to you as confidential (whether or not it is marked "confidential") or generally treated by ArchExplorer as confidential. You shall maintain the Confidential Information in confidence and shall not use, copy, distribute or disclose the same to any party without the prior written authorization of ArchExplorer. You agree that the Confidential Information constitutes trade secrets, or other rights that are proprietary and valuable to ArchExplorer, and any loss or unauthorized use thereof shall cause irreparable damage to ArchExplorer. You shall not engage in any conduct or make any statement about ArchExplorer, its business, licensors, content providers, officers, shareholders, members, directors, employees, or contractors that are disparaging, defamatory, or harmful or adversely affect the reputation or goodwill. This clause shall survive the expiration or termination of this Agreement.

This Agreement shall be governed by the laws of the State of New York without regard to any conflict of law principles and the competent courts of New York, New York have exclusive jurisdiction to decide any dispute hereunder. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event of any dispute between the parties concerning the terms herein, the prevailing party in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

This Agreement, the Supplementary Terms, and the applicable Invoice(s) constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, express or implied, written, or oral, between the parties. If any provision of this Agreement shall be found invalid or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Agreement and the terms herein shall prevail over any purchase order or a similar instrument provided or issued by you even if such instrument has been executed by ArchExplorer. This Agreement shall only be amended by a written agreement executed by a duly authorized representative of ArchExplorer. You shall not assign or transfer this Agreement without the prior written consent of ArchExplorer. Notwithstanding the foregoing, this Agreement binds and benefits the parties and their respective permitted successors and assigns.