License agreements

1. GENERAL PROVISIONS
   1. Subject to the terms and conditions of this Agreement VistaCreate grants you a non-exclusive, perpetual, worldwide, non-transferable and non-sublicensable license to use Files or other Elements in connection to the creation of Design within the scope of permitted uses but does not entitle you to copyright and/or intellectual property rights in and to the Files, Elements. All copyright and/or other intellectual property rights to the Files, Elements contained in Designs you created are reserved by VistaCreate and/or their respective owners/contributors.
   2. All Files can be used and re-used for creating Designs on the Site only.
   3. VistaCreate allows you to create designs using:
      1. photos, vector images, videos or similar materials (hereinafter as “File” or “Files”) from www.depositphotos.com; depositphotos.com;
      2. content, provided under public copyright licenses such as Open Font License or CC0 1.0 Universal;
      3. Brand Assets, graphics, illustrations and other materials (hereinafter as “Elements”); and
      4. content, manually uploaded by you.
   4. Please note that while content on VistaCreate is allowed to use for commercial and non-commercial purposes, items in the content, such as other company’s trademarks, logos, or associated imagery, other products and service names available at VistaCreate website (“Branding Assets”) and uses thereof may be subject to additional copyrights, trademarks etc. and may require the consent of a third party or the license of these rights. VistaCreate does not represent or warrant that such consents or licenses have been obtained, and expressly disclaims any liability in this respect.
2. PERMITTED USE
   1. The right and license granted herein, authorize you to use Designs you created only in the following respective ways (the “Permitted use”):
      1. for opt-in email marketing;
      2. for production and development of any software provided that Designs or any digital files containing Designs cannot be extracted or otherwise detached from this software;
      3. for use in any Social media sites owned and/or operated by you;
      4. to create archive copies of Designs for further reuse.
      5. to create Commissioned works. By Commissioned works we mean Designs created by you for other person (for example, your client, employer or contractor);
      6. to create up to 500,000 hard copies of Designs for personal use or merchandising, advertising or printing.
3. PROHIBITED USE
   1. You may not:
      1. Use Designs other than expressly authorized herein;
      2. Edit, alter, modify, display, post, print, store, archive and otherwise use Files, Elements separately from Designs;
      3. Make Designs available for free download on a shared drive, service, software or website for the purpose of exchanging, transferring or distributing;
      4. Transfer, resell, sub-license, rent, donate or otherwise transfer Designs or rights to it to third parties (unless you create a Commissioned work);
      5. Extract Files, Elements from Designs and/or create conditions under which Designs may be extracted from a product;
      6. Allow third parties access to Designs for further use (unless you create a Commissioned work);
      7. Use the unmodified Designs in an electronic format with resolution larger than the display resolution of the intended viewing device;
      8. Use Designs to create an official logo, company name, or trademark;
      9. Use Designs in a way that infringes File’s, Brand Asset’s or other Elements’ and/or Design’s intellectual property rights or a third party’s trademark or that would lead to a complaint about deceptive advertising or unfair competition;
      10. Use Designs for SPAM mailings;
      11. Use Designs in a way that competes with VistaCreate’s or Depositphotos business;
      12. Display, use or post Designs in a way that would lead to the conclusion that the model in Files and/or Designs approves of or endorses the items or services of any venture or trademark;
      13. Show a person depicted in Files and/or Designs in sensitive scenarios that could reasonably be considered offensive or unflattering to that person (e.g., related to mental and physical deficits, sexual or implied sexual activity or preferences, crime, physical or mental abuse or ailments);
      14. Use Designs for pornographic, illegal or immoral purposes;
      15. Use Designs in items or products that could embarrass or humiliate a person or model in Files and/or Designs;
      16. Use Designs for advertisement or promotion of tobacco or alcohol products;
      17. Display, use or post Designs in a way that would lead to the conclusion that the model in the Files and/or Designs approves of or endorses any political party, policy, candidate, or elected official.
   2. Any forbidden use of the Files, Elements and/or Designs shall be considered as intellectual property rights infringement. You shall be liable for all damages caused by such infringement, including any claims made by third parties. Also, VistaCreate reserves the right to recall your license of any Design you have used in a manner considered as the infringement.
4. SEAT RESTRICTIONS
   1. You may grant an unlimited number of authorized persons access to Designs created by you. These authorized persons must be your employees or co-workers.
   2. Notwithstanding the foregoing, this license authorizes only one (1) customer to be a registered user and download and use Designs. However, customers are allowed to transfer materials or derivative works containing Designs to third parties for reproduction within the scope of the permitted uses, provided they don’t receive any additional rights to the Designs and cannot access the Designs or extract them from materials you provided.
   3. Each user who desires to access the Site must have his/her own account. Simultaneous use of the same account on the Site by multiple users is not allowed, unless otherwise authorized by VistaCreate.
   4. VistaCreate reserves the right to monitor your account and block access in the event that persons accessing the Designs are not your employees or co-workers. In addition, VistaCreate has the right to take measures preventing you from sharing your account data or allowing unauthorized users access to it.
   5. You agree to take all possible steps to prevent your employees or co-workers from using Designs for their personal use. Nothing in this Agreement shall be deemed as a grant of any license, intellectual property rights and/or any other rights to your authorized persons under this license.
5. DURATION OF THE AGREEMENT
   1. Your rights to use the Design are subject to this Agreement, and you shall enter into this Agreement after having downloaded any Design. You have the right to use the downloaded Design provided that there are not any overdue payments, chargebacks or returned payments by credit card or check on your account. If your account becomes overdue, you shall lose rights to use the downloaded Design until the overdue balance is paid in full, and you must stop using the Design or any derivative work and take all necessary efforts to stop using them until the overdue balance is paid in full. In addition, you shall reimburse VistaCreate for all reasonable expenses (including attorneys’ fees) incurred in the collection of the overdue payments. VistaCreate reserves the right to revoke or modify any license granted by this Agreement or replace any Design with a similar/alternative one for any reason. Ongoing usage rights are subject to your compliance with all terms and conditions set forth in this Agreement.
6. INDEPENDENT AUDIT
   1. VistaCreate reserves the right to audit use of the Design to verify your compliance with this Agreement. You shall make all applicable documents available for such verification. Any such audit shall be carried out at the expense of VistaCreate, unless such audit discloses your overdue payment. In such case, you shall pay your overdue payment in full together with interest costs incurred during the audit period.
7. WARRANTIES AND INDEMNIFICATION
   1. VistaCreate warrants and guarantees that unmodified Files uploaded and used in full compliance with this Agreement does not infringe any copyrights, moral, and intellectual property rights, trademarks, or any third parties’ rights of privacy or publicity.
   2. You shall be responsible for using the Design and obtaining appropriate licenses for its use. VistaCreate is an authorized agent, which distributes and licenses Files uploaded by contributors.
   3. Designs, Files, Brand Assets and other Elements on the Site are provided “as is” without warranty of any kind. You assume all risks associated with the quality and the use of the Design. VistaCreate shall not be liable for any damages, expenses and losses incurred as a result of your use of the Design. Should you require to use Brand Assets in a way that is not authorized by fair use principles or provided under the respective branding policy available to general public, please contact Brand Assets owner in advance to request a license or authorization.
   4. You agree to indemnify and hold VistaCreate, its officers, employees, shareholders, directors, managers, members, and contributors harmless against any damages or liability of any kind arising from your use of Files, Brand Assets and any other Elements, Designs or derivative works. You further agree to indemnify VistaCreate for all costs and expenses that VistaCreate incurs in enforcing the terms of this Agreement.
   5. TOTAL MAXIMUM AGGREGATE OBLIGATION AND LIABILITY OF VISTACREATE FOR ALL CLAIMS SHALL BE LIMITED TO FIVE THOUSAND UNITED STATES DOLLARS (USD $5,000).
8. MISCELLANEOUS
   1. You warrant and guarantee that you have the full right and authority to enter into this Agreement. If you do not have such a right and authority, all your Site activity will be considered a breach of this Agreement.
   2. The validity, interpretation and enforcement of this Agreement, matters arising out of or related to performance or breach of this Agreement, and related matters shall be governed by the internal laws of the State of New York (without reference to the choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, matters arising out of or related to performance or breach of this Agreement, and related matters, shall be brought exclusively in the State or Federal courts located in the State and County of New York. All parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this Agreement.
   3. This Agreement constitutes the entire agreement between you and VistaCreate with regard to the subject matter hereof. No waiver, consent, modification or change of terms of this Agreement shall bind VistaCreate unless in writing signed by VistaCreate. By entering into this Agreement, you waive terms set forth in any similar document that are in addition to or at variance with the terms of this Agreement. All such terms are considered by VistaCreate as significant changes of this Agreement and are rejected. If you execute a separate agreement with VistaCreate, concluded with a wet stamp, VistaCreate has the right to change the list of permitted and forbidden ways of using the Design. Any such changes will be described and recorded in the amended agreement; however, these changes will not be made to the common Agreement published on the Site.
   4. If VistaCreate commences any action or proceeding against you to enforce or interpret this Agreement, VistaCreate shall not be liable for any fees, expenses and attorneys’ fees (including all related costs and expenses), incurred in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
   5. This Agreement and the rights and obligations hereunder, may not be assigned, in whole or in part by you, without the prior written consent of VistaCreate, and any unauthorized assignment or transfer shall be prosecuted.
   6. This Agreement and all related documents are written in English. Any translation hereof or of any versions in a language other than English shall be for convenience only. In the event of any discrepancy between this English version and any other version, the English version shall supersede.
   7. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
   8. By downloading the Design, you acknowledge that you have read this Agreement and agree with the other documents governing the work of the Site and the use of Designs.
   9. Depending on your billing address (indicated in your user profile), IP-address and other similar criteria, your invoices may be payable to VistaCreate or its affiliated and subsidiary entities acting as the licensor hereunder. By entering into this Agreement, you verify that information you provided to determine your country of residence or registration is complete, true and accurate.

BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT. IN CONSIDERATION OF VISTACREATE AGREEING TO PROVIDE THE DESIGNS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IN THE EVENT OF A BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, VISTACREATE RESERVES THE RIGHT (WITHOUT PRIOR NOTICE) TO SUSPEND YOUR ACCOUNT AND RECALL LICENSES ON DOWNLOADED DESIGNS.

IF YOU HAVE ANY DOUBTS AS TO WHETHER THE INTENDED DESIGN USE IS COVERED BY A CHOSEN LICENSE, PLEASE CONTACT OUR SUPPORT SERVICE FOR CLARIFICATION BEFORE DOWNLOADING ANY DESIGN.

Effective date: Sep 29th, 2020