Mirage Medical Royalty-Free Photography, LLC
TERMS OF SERVICE AND
STANDARD END USER LICENSE AGREEMENT

These Terms of Service and Standard End User License Agreement (the “Terms of Service” or the “Agreement”) constitute a legal and binding agreement between you and Mirage Medical Royalty-Free Photography, LLC ("Mirage Medical"). Please read this Agreement carefully before downloading any Mirage Medical photographic images ("Image") from the Mirage Medical website. By downloading any Image, you agree to be bound by the terms of this Agreement. Mirage Medical reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If and when changes are made to this Agreement, an announcement will appear at www.miragemedicalphoto.com. You are responsible for reading and understanding all such changes. If you do not agree to this Agreement, as it may be amended from time to time, do not download or use any Images.

PART I – Right to Use Images

All Images on the Mirage Medical website are protected by United States and international copyright laws and treaties. Mirage Medical and/or the various artists who provide content and/or Images to Mirage Medical ("Submitters") own all rights, including the copyrights in and to the Images. Mirage Medical and/or its Submitters reserve all rights in and to the Images not granted to you by the terms of this Agreement. Your rights to use any Image are subject to this Agreement and are conditioned upon your payment to Mirage Medical of all amounts due for your use of the Images. You hereby agree to pay Mirage Medical all applicable license fees (“fees”) when due for Images downloaded and/or used by you. You acknowledge that you have reviewed Mirage Medical’s current fees for the Images (either on Mirage Medical’s website or otherwise). You acknowledge and agree that Mirage Medical may, from time to time, change its fees for the use of the Images. If you fail to make any payment to Mirage Medical when due, or if any check is dishonored or credit card charge refused or charged back, your account will be deemed delinquent. Provided that your account was current at the time you downloaded an Image and you were not otherwise in breach of any of the terms hereof, you have the right to use the downloaded Image, subject however, to the terms of this Agreement. If your account becomes delinquent, your right to use any Images downloaded at any time shall automatically terminate unless all payments, together with any interest thereon and Mirage Medical's costs of collection, bank charges and credit card processing fees, are received by Mirage Medical no later than fifteen (15) days from the date that your account became delinquent.

By this Agreement, Mirage Medical grants you a personal, non-exclusive, non-transferable, revocable license to use and reproduce all Images for which you pay the applicable fees in the following ways, subject to the limitations set forth herein and in Part II hereof:

a) On web sites;
b) Incorporated into software as a background image or splash screen, provided that the Image or any digital files containing the Image cannot be unincorporated from the software or viewed as a slideshow or the equivalent;
c) In multimedia presentations and incorporated into film and video for broadcast use, and theatrical display, but only where the intended audience will consist of fewer than two hundred fifty thousand (250,000) viewers;
d) In CD or DVD cover art, magazines, newspapers, books, book covers, textbooks, and editorials, provided that the manufacturing or print run of such CDs or DVDs, magazines, newspapers, etc. does not exceed two hundred fifty thousand (250,000) copies in the aggregate;
e) In ebooks, including multi seat license electronic textbooks, provided that the number of potential seat licenses or end users is fewer than two hundred fifty thousand (250,000);
f) In the artwork for the packaging of any product (excluding CDs, DVDs, etc.) without regard to the quantity of packages manufactured;
g) As toolbar skins and mobile phone "wallpaper" for your own personal use;
h) On letterhead, business cards, advertising or promotional posters, pamphlets, brochures, catalogs, pop up and/or panel displays for use in conventions and trade shows, provided that the Image is not used as and does not function as a trademark, service mark or logo or as an element thereof;
i) As prints, posters (i.e., a hardcopy) and other reproductions for your own personal, non-commercial use or as advertising posters for use in promoting the sale of other products (as opposed to promoting the sale of the prints, posters, etc. containing the Images), provided that such prints and/or posters and/or other reproductions combine words and an Image or Images;
j) As a single hand painted reproduction (not as a printed reproduction) on a canvas or other material to be used as decoration and not resold; and
k) In coordination with opt-in email marketing. Images cannot be used in connection with unsolicited email or linked from unsolicited email.
l) In the event that you create a derivative work based on or incorporating one or more Images, all rights in and to such Images shall continue to be owned by Mirage Medical or its Submitter, subject to your rights to use such Image(s) pursuant to the terms and limitations set forth herein.

You hereby acknowledge and agree that you are licensing, not purchasing, the Image(s) from Mirage Medical, and that all ownership rights in the Images are expressly reserved by Mirage Medical for itself and its Submitters.

Mirage Medical shall be under no obligation to refund your fee for an Image under any circumstances.

PART II – Restrictions on Use of Images
By purchasing a license for an Image, you hereby agree that you shall not:

1.) Use an Image other than as specified in PART I above.
2.) Use or display any Image on websites or in connection with any service designed to sell or induce sales of "print on demand" products, including, by way of example only, postcards, mugs, t-shirts, posters, giclee prints, artwork and other items (including custom designed websites).
3.) Use an Image together with any pornographic, defamatory, or otherwise unlawful or immoral content or in such a manner that it infringes upon any third party's trademark or intellectual property.
4.) Use or display an image as part of or in connection with the production, promotion or marketing of any multimedia, audio-visual work or audio only work with an intended audience of more than two hundred fifty thousand (250,000) viewers, including, without limitation, any documentary, news show, television program or film, in any media. You must obtain an Enhanced License from Mirage Medical prior to any such use (Call or e-mail Mirage Medical for information on obtaining an Enhanced License).
5.) Use an Image in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive - this includes, but is not limited to: a) the use of Images in pornography ads, tobacco ads, ads for adult entertainment clubs or similar venues, or for escort, dating or similar services; b) the use of Images in political endorsements or in advertisements for pharmaceutical products, including, but not limited to personal hygiene or birth control products; and c) uses of the Images that are defamatory, or contain otherwise unlawful, offensive or immoral content, as determined by Mirage Medical.
6.) Resell, redistribute or transfer any Image except as specifically provided herein. Displaying any Image in any digital format or for any digital use at a resolution greater than 800 x 600 pixels, except in editorial or preliminary design work, will be deemed to be an attempt to redistribute the Image and could result in the termination of your rights under this Agreement.
7.) Share an Image by providing access to such Image on shared disk drives, computer networks, intranets of any nature or otherwise.
8.) Use Mirage Medical Images in a manner that competes with Mirage Medical's business. This includes, by way of illustration, not by way of limitation, displaying images in any format (including thumbnails) for download on a website, offering Mirage Medical Images for sale, or including Mirage Medical Images in templates (website, document, project or otherwise) for sale.
9.) Create a digital or print greeting card line based on Mirage Medical Images - or use our Images as the basis for any individual or collection of physical or digital objects which you then offer for sale. However, you may use images for manufacturing or producing physical items for promotional use only, including paper greeting cards, magnets, etc., provided that you do not produce more than 1,000 copies of any single item that bears one or more Images and further provided that such items combine text with any Images. Promotional uses must comply, in all respects, with the restrictions set forth in this Agreement. You may not sell or distribute items (e.g., mousepads, calendars, mugs, t-shirts, bookmarks, etc.) on online auction websites (e.g., Ebay, Amazon Auctions, Overstock Auctions, etc.) or otherwise that incorporate Images.  If you wish to use an Image or Images in connection with the production of any items prohibited by this Agreement, you may purchase an Enhanced License from Mirage Medical, which provides a broader grant of rights.
10.) Use any Image (in whole or in part) as a trademark, logo or an element thereof.
11.) Produce or otherwise create for resale or distribution, printed reproductions of any Image on canvas, paper or any other medium unless expressly permitted by this Agreement.

PART III – Miscellaneous

° The term of this Agreement and of your license to use an Image shall commence on the date that payment of the applicable fee for such Image is received by Mirage Medical and shall continue unless terminated in accordance with the provisions of this Agreement.
° Mirage Medical shall have the right, upon written notice to you (which notice may be via e-mail) to terminate this Agreement and to revoke the license with respect to any Image if you breach any term or condition of this Agreement, including but not limited to the payment terms and any restrictions on use of the Images. Upon such termination, you shall immediately cease use of the Images.
° In the event that you breach any of the terms or conditions of this Agreement, Mirage Medical shall have the right to: (i) require you to return any and all computer files containing any Images then in your possession, or (ii) require you to delete all computer files containing the Images.
° Your right to use the Images licensed hereunder is non-transferable, which means that, except as specifically provided in this Agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, any Image or the right to use any Image. In addition, the work you produce with the Image must be used for yourself, your direct employer, client, or customer, who must be the end user of your work. You agree to take all commercially responsible steps to prevent third parties from duplicating any Image.
° If you plan on using or do use Images as part of work for a client or customer, you must keep accurate and detailed records of the use of each Image. These records must include the name of the client or customer, the Mirage Medical Image number as well as the date or dates on which the Images were used.
° You agree to defend, indemnify and hold Mirage Medical and its affiliates, officers, members, managers, employees, agents, suppliers, successors and assigns (the “Mirage Medical Parties”) harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against the Mirage Medical Parties arising out of or related to: (a) your breach of any term of this Agreement or of any other agreement with Mirage Medical, (b) any use of an Image other than as expressly permitted by this Agreement, or (c) any other improper or unauthorized act or failure to act on your part.
° Neither Mirage Medical nor any of its affiliates, officers, members, managers, employees, partners, suppliers, licensors, agents, successors or assigns shall be liable for any damages, whether direct, indirect, consequential, or incidental, arising out of this Agreement or the use of, or the inability to use, any Image or Images.
° This Agreement is governed by and shall be construed in accordance with the laws of the State of North Carolina. You hereby consent to the personal jurisdiction of the state and federal courts located within such state. All actions, controversies and disputes arising from or relating to this agreement shall be heard and decided exclusively before the courts located within the State of North Carolina, County of Polk and not elsewhere. You agree that service of process in any actions, controversies and disputes arising from or relating to this Agreement may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party, however, nothing herein shall affect the right to effect service of process in any other manner permitted by law. This Agreement shall be construed neither against nor in favor of either of the parties, but rather in accordance with the fair meaning thereof.
° If you wish to use an Image in a manner not expressly permitted under this agreement, please contact Mirage Medical.
° MIRAGE MEDICAL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO THE LEGALITY OR VALIDITY OF ANY RELEASE ASSOCIATED WITH AN IMAGE EXCEPT AS PROVIDED ABOVE. THE IMAGE(S), STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
° MIRAGE MEDICAL GRANTS NO RIGHTS AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OF ANY NAMES, TRADEMARKS, LOGOTYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE. IT IS YOUR RESPONSIBILITY TO ASSURE THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED FOR YOUR USE OF ANY IMAGES ARE OBTAINED.
° MIRAGE MEDICAL DOES NOT WARRANT THAT THE IMAGE(S), MIRAGE MEDICAL WEBSITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE IMAGE(S) IS SOLELY WITH YOU.
° YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES.
° MIRAGE MEDICAL SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGE(S), MIRAGE MEDICAL'S BREACH OF THIS AGREEMENT OR OTHERWISE, EVEN IF MIRAGE MEDICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT SHALL MIRAGE MEDICAL'S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE MIRAGE MEDICAL WEBSITE AND/OR IMAGE(S) CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE), EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY MIRAGE MEDICAL FROM YOU FOR YOUR USE OF THE APPLICABLE IMAGE(S).
° You are solely responsible for reporting and paying any taxes (including sales or use taxes and intangible taxes) resulting from your acceptance of the license granted hereunder and your possession and use of the Image(s). You agree to indemnify and hold Mirage Medical harmless from all liabilities, damages, costs or expenses arising from your failure to report or pay such taxes.
° This Agreement is the complete and exclusive statement of Mirage Medical’s obligations and responsibilities to you relating to the license by you of the Image(s).
° In the event that any litigation, arbitration, or controversy between the parties hereto arises out of or relates to this Agreement, the prevailing party in such litigation, arbitration, or controversy shall be entitled to recover from the other party all reasonable attorneys' fees, expenses and suit costs, including those associated with any appellate proceedings or post-judgment collection proceedings.
 

386.212.1665 | desiree@miragemedicalphoto.com