CONTENT LICENSE

April 2016

IRIS STOCK CONTENT LICENSE AGREEMENT

This is a legal Agreement between you or your employer, client or entity on whose behalf you are entering into this agreement with iris stock. This agreement applies to all licensed content purchased via web or online delivery. By purchasing a license, you are confirming that iris stock has capacity to form a contract under its local laws.

Last Updated: [April 2016]

1. Background of Agreement

  • (a) By selecting the correct box at the end of this Agreement while purchase and selecting "I Agree" or otherwise signifying your acceptance, you accept this Agreement and agree to be bound by its provisions. If you are accepting on behalf of your employer, client or other entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer, client or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept this Agreement and do not download the Content.
  • (b) In this Agreement:

    (i) "You" means you or, if you are accepting on behalf of your employer, client or member account entity, then "you" means that employer, client or entity;

    (ii) "Iris stock" or "we" means the party identified in Section 10 below;

    (iii)"Image" means any photographs, vectors, drawings & illustrations and like available for license from iris stock website.

    (iv) "Video" means any animation, Flash file, film or video footage, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material available for license from iris stock website.

    (v)"Content" means collectively image and video. Any reference of "Content" in this agreement shall be to each individual item or whole.

    (vi) "Licensed Content" means any "content" licensed to you by iris stock under the terms of this agreement. Any reference of "Content" in this agreement shall be to each individual item or whole.

    (vii) "License Fee" means the amount payable for the purchase of any licensed content on iris stock website.

    (viii) "Invoice" means the computer generated or pre-printed invoice issued by iris stock, which includes without limitations the permitted scope of use of the content selected, and the corresponding price for the license of such content (license Fee). The invoice shall be incorporated into this agreement and all reference to the agreement shall include the invoice.

    (ix) "Reproduction" means any form of copying or publication of the whole or part of any content by any means whatsoever. Reproduction shall also include any distortion, modification or manipulation of the whole or part of any content.

  • This Agreement is set up as a user-determined document where you will choose to enter either into our perpetual, non-exclusive royalty-free image license (the "Standard License") or an non-exclusive image license where one or more of the terms of the Standard License are amended for your proposed use of the image (the "Extended License") or
    The perpetual, non-exclusive royalty-free video license for your proposed use of the video (the "Video license") or
    The limited, non-exclusive/exclusive content license for the proposed use of the Content (the "Rights Managed license").

  • (d) Unless you purchase a license for multi seat, this is a single seat license authorizing one natural person to license, download and use or reproduce the content for himself or his employer or client. The licensed content must not be used for any other person, client or entity.
  • (e) The Usage Provisions (Section 3) below constitutes between you and iris stock setting forth the rights and restriction with respect to any content licensed by you. By agreeing the Usage Provisions, you agree that the usage terms govern with respect to all content licenses set forth herein.

2. Content License

The content are licensed to you under the Royalty Free or Rights Managed license. All content are copyrighted and all rights are owned by iris stock and its licensors. Iris stock and its licensors also retain all rights not specifically granted to you by this agreement.

CONTENT ARE NOT SOLD, USAGE IS LICENSED TO YOU

  • (a) Image License (Royalty Free)
  • (b) Video License (Royalty Free)
  • (c) Video Comp License
  • (d) Rights Managed License
  • (a) Image License (Royalty Free)

    Conditioned upon the payment of the license fee and your compliance with the terms of this agreement, Iris Stock here by grants you an perpetual non-exclusive, non-transferable, non-sub licensable worldwide right to display, use, reproduce, publish and modify the image in accordance with the usage provisions and limitations set forth herein.

    (i) Standard License
    • Digital Reproduction: usage in website, online advertising in social media, mobile apps, e-cards, e-publications, videos or other multimedia productions subject to the production budget not exceeding Rs.2,00,000/-. The image should not be used as website templates.
    • Print Usage: Refers to any type of printed tangible material including advertising, promotional materials (brochures, danglers, posters and mailers etc.) publications (News papers, Magazines and books), digital prints (signboards and banners etc.), product packaging, CD/DVD covers, labeling, letterhead and visiting cards provided no image is produced more than 4,00,000 times in the aggregate. The image should not to be used or reproduced for merchandise or promotional items for sale or distribution.
    • Under the standard license the images are available either single/multiple or in Subscription.
    (ii) Extended License
    • In any manner permitted under a Standard License.
    • Incorporated into merchandise or promotional items for sale or distribution (collectively "Merchandise"), including, without limitation, textiles, artwork, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided the merchandise shall contain other material apart from the Image(s)and the primary value should not lie in the image itself.
    • Incorporate as element of digital templates for sale or distribution.
    • Under the extended license the images are available either single/multiple or in Subscription.
  • (b) Video License

    Conditioned upon the payment of the license fee and your compliance with the terms of the invoice and this agreement, Iris Stock hereby grants you a limited, non-exclusive (unless mentioned in the invoice) non-transferable, non-sub licensable worldwide right to display, use, reproduce, distribute and modify the video in accordance with the usage provision

    (i) Standard License
    • In productions (like films, television commercial/series, videos, advertisement or other multimedia productions) displayed as a part or whole to the public by any known means.
    • (2) Use in Websites.
      The license for the video(s) shall be valid for a period of 10years from the date of invoice.
  • (c) Video Comp License

    The video comp license grants you the right to use or edit the non-exclusive non-transferable, non-sub licensable watermarked low-resolution footage as a comp solely for test and sample purpose for a period of 30 (thirty) days only.
    The watermark present on the video should not be removed if used in part or full in your derivative work. Display or distribution to the public or incorporating into final material is not permitted under video comp license

  • (d) Rights Managed License (RM)

  • Conditioned upon the payment of the license fee and your compliance with the terms of the invoice and this agreement, Iris Stock hereby grants you a limited, non-exclusive (unless otherwise mentioned in the invoice) non-transferable, non-sub licensable right to display, use, reproduce, publish and modify the image as permitted by the RM license in accordance with the usage provision and the limitations set forth herein.
  • Use and reproduction of any content under the RM License must be for your own use, or for the use of your direct employer or client, who must be the end-user of your work (as long as all relevant data pertaining to any such end-user is clearly stated in the Invoice for having been provided to Iris Stock prior to licensing). In any such event, you hereby agree to be jointly and severally liable for any breach of the terms hereof by your employer and/or client or such other entity.
    • Unless otherwise specified on the Invoice, the license granted on the RM content are strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified on the Invoice, which is incorporated into this agreement by this reference, and as incorporated together with this agreement constitutes the full license granted
    • Unless otherwise stated in the Invoice, all licenses on the RM content are granted for a onetime use, in a single publication, single size, single territory, in one single language, and for a term of one (1) year from the date the applicable Invoice is issued
    • All rights not specifically granted to you are reserved. The license fee on the RM content depends on the nature of the rights granted; therefore you undertake to obtain an additional license before undertaking any expanded use of any RM content.

    If the Standard or Extended or Rights Managed Image or video licenses do not grant the rights you require please contact us at support@irisstock.com

3. Usage Provisions:

[Include any additional limitations and/or provisions regarding the use of the content. See examples below.]

No ownership or copyright shall pass to you by the issuance of any licensed material. Iris stock/ licensor respectively retain all copyrights attached to all the content as well as any other rights, which may not be detailed in this agreement.

Credit/Acknowledgement of the artist name and website URL [irisstock.com] must be given if and where commercially reasonable, like content used in merchandise or a production.

"Image or footage (as applicable) C irisstock.com" Credit/Acknowledgement of the website URL [irisstock.com] and artist/contributor name must be given if the image is used for editorial purposes (newspapers, magazines, newsletters, web or print publications, etc.).

"irisstock.com/ artist/contributor's name" You will immediately notify iris stock if you become aware or suspect that any third party that has gained access to the content licensed by you is wrongfully using the content or violating iris stock's intellectual property rights. Selling and/or redistribution of the content are forbidden.

  • Permitted Uses
    Subject to the Prohibited Uses in Section 3.3 below and the termination provision in Section 4, iris stock hereby grants to you a non-exclusive, non-transferable, non-sublicensable, and worldwide right to display, use, reproduce, publish, alter, and manipulate, in a number of projects, in whole or in part, via any medium, and by whatever means, the Content for any purpose (the "Permitted Use(s)") the perpetuity or duration period of the content license is subject to the applicable license. Iris stock or the supplier of the Content retains all other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, as the case may be.
  • Seat Restrictions
    Only you are permitted to use the Content, although you may transfer files containing Content or Permitted Derivative Works to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it in part of full from any file you provide. You may install and use the Content on only one computer or other electronic device at a time. You may physically transfer the Content and its archives from one computer or electronic device to another, in which case you may use the Content at the new computer or electronic device instead. If you require the Content to be in more than one computer or other electronic device or accessible by more than one person within your organization, you must license the Content from the Site for each such use or obtain a Multi-Seat License for the Content. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.
  • Prohibited Uses
    • 1. Otherwise permitted by the applicable license use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of "on demand" products (e.g. products in which Content is selected by a third party for customization of such product on a made to order basis) including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes custom designed websites);
    • 2. Use the Content in connection with any goods or services intended for resale or distribution where the primary value lies in the Content itself including, without limitation, cards, stationary items, paper products, calendars, apparel items, posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
    • 3. Use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
    • 4. Use or reproduce the licensed Content on a website without posting the terms and conditions on the website that prohibits the download and usage of such Content in a part or full in any manner.
    • 5. Use the Content in a fashion that is considered by iris stock (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
    • 6. If any Content featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement adjacent to the Content that indicates that: (i) the Content is being used for illustrative purposes only; and (ii) any person depicted in the Content, if any, is a model, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself; Advance written permission should be obtained from iris stock before using the content featuring a model or property in such potentially sensitive subjects like (a) In connection with the advertisement for tobacco related products (b) As suffering from or medicating for a physical or mental alignment.
    • 7. To the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
    • 8. Remove or modify any notice of copyright, trademark or other proprietary right, or any other copyright management information or metadata, from any place where it is on or embedded in the Content;
    • 9. Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
    • 10. Install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users unless licensed the content under the multi seat license.
    • 11. Use or display the Content in an electronic format that enables it to be downloaded or shared in any peer-to-peer or similar file sharing arrangement;
    • 12. Use Content identified as "Editorial Use Only", for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement "Editorial Use Only" of Content means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which you receive a fee from a third-party advertiser or sponsor);
    • 13. If the Content is reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Content contrary to the terms of this Agreement, and (ii) in such event, upon iris stock's request, you shall remove any Content from such platform or website.
    • 14. You may not falsely represent, expressly or impliedly that you are the original creator of the visual work that derives a substantial part of its artistic components from the licensed content.
  • Electronic Invoice / Payment

    You hereby agree to receive invoice(s) from iris stock electronically through e-mail address submitted by you while signing and/or to your iris stock " My Account".

    If there is a delay in payment of license fee in part or full by you within the specified time as mentioned in the invoice, iris stock may charge overdue charges of 1.5% per month or such lesser amount as is allowed by law, on any overdue amount until full payment is received.

  • Refund

    Except when required by law, iris stock shall be under no obligation to issue refunds under any circumstances. In the event that iris stock determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase and any applicable transaction charges, taxes or other charges leviable will be deducted from the refund amount payable. The option of refund will be at the sole discretion of iris stock, contact support@irisstock.com.

  • Cancellation policy

    In case you feel that the content received is not as shown on the site or as per your expectation, you should bring to the notice to our customer service within 24hours of receiving the content, E-mail to support@irisstock.com

4. Term of Agreement

  • This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from iris stock:
    • i) If at any time you fail to comply with any of the terms of this Agreement. Upon termination, you must immediately cease using the Content for any purpose; destroy or delete all copies and archives of the Content or accompanying materials; and, if requested, confirm to iris stock in writing that you have complied with these requirements.
    • (ii) In the event that your account is terminated by reason of a breach iris stock shall be under no obligation to refund any fee or subscription fee paid by you.
    • (iii) In accordance with the license the licensed content gets automatically terminated on the expiry of the permitted period of duration. (iv) Comp content license gets terminated automatically on expiry of the permitted 30 days period and you shall stop using the sample/test material and delete.
  • Iris stock reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.
  • Upon notice from iris stock, or upon your knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another's right for which iris stock may be liable, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your clients, printers or ISPs do likewise. Iris stock shall provide you with replacement Content (which shall be determined by iris stock in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

5. Iris stock Representations and Warranties

  • (a) iris stock warrants that, except in respect of Content identified as "Editorial Use Only":
    • (i) your use of the Content in accordance with this Agreement and in the form delivered by iris stock will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and
    • (ii) all necessary model and/or property releases for use of the Content in the manner authorized under this Agreement have been obtained. You acknowledge that no releases are generally obtained for Content that is identified as "Editorial Use Only" and that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. For Content identified as "Editorial Use Only", iris stock does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, designs or works of art or architecture depicted therein. In such cases, you shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of the Content identified as "Editorial Use Only", and shall be responsible for obtaining such release(s).
    • (iii) The licensed content will be free from defects in material, during download or thereafter for a period of 7(seven) days should there be a breach in content, iris stock's sole and exclusive remedy shall be replacement of the licensed content.
  • (b) While we have made commercially reasonable efforts to correctly categorize, keyword, caption and title the Content, iris stock does not warrant the accuracy of such information. Additionally, iris stock does not warrant the accuracy of any metadata that may be provided with the Content. Iris stock will not indemnify or have any liability in respect any claims raised for the same.
  • (c) OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 5(a), THE CONTENT IS PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IRIS STOCK DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE MODIFIED CONTENT IN ANY RESPECT BY YOU IS WITH YOU. SHOULD THE MODIFIED CONTENT PROVE DEFECTIVE, YOU (AND NOT IRIS STOCK) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
    IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN A MOVIE FORMAT OR FILE (WHETHER .MOV OR OTHERWISE), EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5(a), IRIS STOCK MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.
  • (d) Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.

6. Your Indemnification

You agree to indemnify, defend and hold iris stock, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "iris stock Parties") harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any iris stock Party as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement.

7. Iris stock Indemnification and Limitation of Liability

  • (a) Provided that the Content is only used in accordance with this Agreement and you are not otherwise in breach of this Agreement and as your sole and exclusive remedy for breach of the representations and warranties set forth in Section 5 (a) above, iris stock shall, subject to the terms of Sections 7(b), (c), (d) and (e) defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by you is in breach of the representations and warranties set forth in Section 5(a) above. The foregoing states iris stock's entire indemnification obligation under this Agreement.
  • (b) The indemnification set out in Section 7(a) above is conditioned on your prompt notification in writing to iris stock of such claim and our right to assume the handling, settlement or defence of any claim or litigation. You agree to cooperate with iris stock in the defence of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. Iris stock shall not be liable for legal fees and other costs incurred prior to the notice of the claim.
  • (c) IN NO EVENT SHALL IRIS STOCK OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE.
  • (d) NOTWITHSTANDING ANY OTHER TERM HEREIN, IRIS STOCK SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN, WHICH THE CONTENT IS USED BY YOU.
  • (e) NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF IRIS STOCK UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED THE SAME CONTENT, REGARDLESS OF THE FILE SIZE, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER AND THE OBLIGATION OF IRIS STOCK UNDER SECTION 5(a) SHALL BE LIMITED TO AN AGGREGATE OF [YOUR PURCHASE VALUE] PER PIECE OF CONTENT. FOR GREATER CLARITY, IRIS STOCK'S LIABILITY TO YOU IN RESPECT OF THE PIECE OF CONTENT SHALL NOT EXCEED {YOUR PURCHASE VALUE} REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME PIECE CONTENT FROM IRIS STOCK.
  • (f) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. General Provisions

  • (a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements, which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. In the event of any inconsistency, the terms of this Agreement shall govern.
  • (b) Iris stock's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
  • (c) This Agreement is personal to you and is not assignable by you without iris stock's prior written consent. Iris stock may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
  • (d) No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by iris stock and accepted in writing by your authorized representative.
  • (e) Upon reasonable notice, you shall provide sample copies of uses of the Content to iris stock. In addition, upon reasonable notice, iris stock may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Content in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to iris stock of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying iris stock the amount of such underpayment, Licensee shall also reimburse iris stock for the costs of conducting such audit. Where iris stock reasonably believes that Content is being used outside of the scope of the license granted under this Agreement, Licensee shall, at iris stock's request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by iris stock.
  • (f) Any use of Content in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling iris stock to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition to other termination rights hereunder, iris stock reserves the right to terminate this Agreement in the event you enter in to this Agreement after having received notice of unauthorized use from iris stock relating to the Content.
  • (g) If all or part of any provision of this Agreement is wholly or partially found to be invalid and unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make then enforceable.
  • (h) You agree to pay and be responsible for any and all taxes, sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
  • (i) This Agreement will be governed in all respects by the laws of India, without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the method provided for in The Indian Arbitration and Conciliation Act 1996 there under as at present in force
    The seat of arbitration shall be Coimbatore, Tamilnadu, India.
    The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English.
    The decision of the arbitrator shall be final and binding on the parties, and judgement may be entered on the arbitration award and enforced by any court of competent jurisdiction.
    The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.
    The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defence on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, iris stock shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of iris stock, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts; events or occurrences giving rise to the claim.
  • (j) The licensing entity under this Agreement for all Content licensed with iris stock credits purchased shall be [Company name].

9. Contact

If you have concerns relating to this Agreement, please contact Iris Stock, 136/5, Thadagam Road, Velandipalayam, Coimbatore – 641025, Tamilnadu E-mail: support@irisstock.com or phone +91 422 2447004

10. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAVE HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF IRIS STOCK AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND IRIS STOCK, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND IRIS STOCK RELATING TO THE SUBJECT OF THIS AGREEMENT.