305 Stock Photo™
Royalty Free License Agreement

Children (in most USA jurisdictions, persons under the age of 18) are not eligible to use this site, and we ask that children do not use this site in any way, purchase products from this site, remain on this site if accessed by any person, browse within this site or submit any personal information to us. By using this site, you warrant that you are 18 years of age or older.
PLEASE BE CERTAIN THAT YOU READ THIS DOCUMENT CAREFULLY AND FULLY UNDERSTAND IT BEFORE USING THE 305STOCKPHOTO™ WEB SITE FOR ANY PURPOSE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE OUR WEBSITE OR AFFILIATED PRODUCTS OR SERVICES. YOUR CLICKING ON THE BUTTON MARKED “I ACCEPT” BELOW, AND/OR YOUR CONTINUED USE OF OUR WEB SITE, INDICATE YOUR ACKNOWLEDGMENT THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THESE TERMS AND CONDITIONS.

This Royalty-Free License and Conditions of Use (“Agreement”) is made and entered into by you, the user of this website (“User”), and Exile Productions, Inc., a Florida corporation doing business as 305StockPhoto™ (“305StockPhoto”). User and/or 305StockPhoto are sometimes referred to hereinafter as “Party” or “Parties.” The date of this Agreement is the date on which User tenders payment for the right to license intellectual property of any kind (including without limitation photographs in any and every format and/or medium, whether now known or hereafter invented or devised, moving pictures in any and every format and/or medium whether now known or hereafter invented or devised, graphics in any and every format and/or medium, whether now known or hereafter invented or devised and/or any other visual image(s)) from 305StockPhoto. Any such intellectual property is hereinafter referred to as “Product.” By using this site and/or purchasing any Product, in any form, whether via download, on DVD ROM, CD ROM or any and every other medium, User agrees to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of your employer or as an agent or representative of any other party, the license granted and restrictions and limitations recited herein apply to your employer and/or principal as well as to you as a representative. Should you cease representing your employer or principal, said employer or principal shall be regarded as continuing to operate under this Agreement.

Definitions

“Product” means any and every image, clip, animation, film, video or other visual or audio/visual representation recorded and/or embodied in any format which is owned, controlled by or obtained, directly or indirectly, from 305StockPhoto.

“Royalty Free” means that, apart from the purchase price, no further fee or compensation is due to 305StockPhoto no matter how many times the Product is used or how many projects it is used for, PROVIDED that no Product may be used by anyone but the User, as a single user in accordance with the terms and conditions of this Agreement.

Grant Of License

Conditioned upon User’s full and faithful compliance with all the terms and conditions of this Agreement, upon User’s first use of the Product, User is granted a non-exclusive, non-transferable license to use and modify the Product subject to the following terms and conditions 1- 11:

1. Single-User License
The Product may only be modified, or used in unmodified form, by the User. User may not rent, lease, lend, sell or sublicense the Product to another person, company or other entity. Anything User produces using the Product in any manner must be for User’s own use, or for the use of User’s employer, principal, client or customer, who must be the end-user of the Product.

2. Non-Retail Uses
The Product may be incorporated into a derivative work such as a film, video, broadcast, multimedia presentation, advertisement, live performance, Internet presentation, or print project, but the Product and any derivative work thereof may not be (a) used, sold, licensed, reproduced, distributed or displayed as stand-alone background, stock or effects imagery elements, (b) made available as a downloadable file or files, or (c) included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. These terms apply even if the Product has been significantly altered.

3. Retail Products
Copies of works (DVDs, Home Videos, Music Videos, Training Videos, etc.) incorporating the Product may be reproduced, sold and distributed with the following limitations: User agrees to take all steps necessary to prevent any third party from duplicating or distributing any image of the Product included in the finished work. Special licensing to obtain additional rights is available by contacting 305StockPhoto. In addition, 305StockPhoto requests that a credit line that reads "305StockPhoto Library" be included in the finished work as is customarily provided in the visual and audiovisual products industry. In the case of video or other footage, User agrees to provide on-screen credit to 305StockPhoto which is no less favorable than that accorded to any other provider of comparable Product.

4. Marketing and Promotion for the benefit of 305StockPhoto
Unless 305StockPhoto receives written notification from User to the contrary, User hereby grants to 305StockPhoto the right to display any derivative works within User’s possession or control that incorporate one or more of the Products in portfolios, at tradeshows, in collateral, and/or via electronic distribution for 305StockPhoto marketing, educational, and promotional purposes as examples of customer usage. At User’s request, 305StockPhoto will identify User as the owner of such derivative work.

5. Special Limitations
The Product may not under any circumstances be used in, on or in conjunction with pornographic, defamatory, obscene, fraudulent, libelous, infringing, immoral, or illegal material.

6. Disclaimer
305StockPhoto grants no rights and makes no warranties or representations with regard to the use of names, rights of personality, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Product, and User must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained. By way of illustration and not limitation, 350StockPhoto makes no warranties or representations regarding the User’s right to utilize the name, image or like personal qualities of any person depicted in any Product. If User is uncertain whether additional rights are needed for User’s intended use, User is responsible for consulting with competent legal counsel to determine whether any such further rights are required for User’s particular use and, if so, for the acquisition thereof. User may not rely on any representation or warranty, written or oral, other than those set forth in this Agreement. 305StockPhoto makes no warranties, nor shall 305StockPhoto be liable, with regard to any claims arising from User’s use of a Product which (a) has been modified by User; (b) has been combined by User with other content; and/or (c) as to which 305Stock Photo has notified the User not to use.

7. Copyright
All Products are ©Exile Productions, Inc., ©305StockPhoto or © licensors of Exile Productions, Inc., and/or 305StockPhoto, and are protected by United States Copyright laws, international treaty provisions and other applicable laws. No title or intellectual property right in any Product is transferred to User except as expressly granted by this Agreement.

8. Limitation of 305StockPhoto’s Liability
305StockPhoto will not be liable to User for any special, indirect, consequential, punitive, or incidental damages (including without limitation damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Product. 305STOCKPHOTO’s ENTIRE LIABILITY AND USER’S EXCLUSIVE REMEDY SHALL BE no more than the amount paid for the particular Product. User’s rights may vary from state to state.

9. Breach of Agreement
User agrees to indemnify, defend and hold harmless 305StockPhoto and its members, officers, employees, licensors, users, independent contractors, providers, subsidiaries and affiliates (collectively, the “Affiliates”), from and against any and all liability and costs incurred by 305StockPhoto or said Affiliates in connection with any claim arising out of any breach by User of the foregoing representations, warranties and covenants, including, without limitation, attorney fees and costs. User shall cooperate as fully as reasonably required in the defense of any claim. 305StockPhoto reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, and User shall not in any event settle any such matter without the written consent of 305StockPhoto. All rights granted pursuant to this Agreement shall automatically terminate upon User’s breach of this Agreement.

10. Warranty by 305StockPhoto
305StockPhoto warrants the Product to be free from defects in material and workmanship for 90 days from delivery. User’s sole and exclusive remedy for a breach of this warranty is the replacement of the Product or a refund of the purchase price, at the option of 305StockPhoto. 305StockPhoto MAKES NO OTHER WARRANTIES OR REPRESENTATIONS WITH REGARD TO THE PRODUCT; AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT ARE HEREBY DISCLAIMED.

11. Future Amendments to This Agreement
305StockPhoto reserves the right to change this Agreement from time to time in its sole discretion, and User’s continued use of this web site will indicate User’s agreement with the most current version posted on the site at the time of such use. If User does not wish to be bound by this Agreement, it should not accept this Agreement, not use this site, not enter into any transaction with 305StockPhoto by means of this site, and not download or use any content from this site.

12. General Conditions for Use of 305StockPhoto’s Website
(a) By (1) using this site, and/or (2) entering into a transaction with 305StockPhoto by means of using this site, and/or (3) downloading or using any content or product from this site, you agree to be bound by this Agreement.

(b) This site is owned and operated by Exile Productions, Inc. (dba 305StockPhoto), a Florida corporation with its principal office in Miami Beach, Florida, USA. As between the User and 305StockPhoto, all materials contained on this site in any medium (“Materials”) are owned by 305StockPhoto, LLC and/or our providers. All such Materials are protected by United States and international intellectual property laws.
(c) 305StockPhoto grants User a limited, personal, nontransferable, non-sub-licensable, revocable license to access and use our site only as expressly permitted in this Agreement. Except for this limited license, 305StockPhoto does not grant User any other rights or licenses with respect to this site, and any rights or licenses not expressly granted herein are reserved to 305StockPhoto and our providers.
(d) User may not remove any copyright or other proprietary notices contained in the Materials. User may not alter, obscure or obliterate any of such notices. 305StockPhoto reserves the right to revoke User’s authorization to view, download and use the Materials on this site at any time, and User agrees immediately to discontinue such use upon written notice from 305StockPhoto. As between User and 305StockPhoto, all rights in Products or Materials not specifically granted to the User under this Agreement are reserved to 305StockPhoto. Unauthorized use of this site and/or the Materials may violate applicable copyright, trademark or other intellectual property laws or other laws. The unlicensed use of such Materials on any other Web site or in any environment of networked computers is prohibited. User is prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. In addition, User is prohibited from posting or transmitting any information which (a) infringes the rights of others or violates their privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary right, except with the express written permission of the owner of such right, (c) contains a virus, bug or other harmful item, and/or (d) is used to unlawfully collude against another person in restraint of trade or competition. User shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from User’s use of this site.
(e) Unless otherwise provided within this Agreement, or unless specific applicable law requires 305StockPhoto to allow User to do so, User may not do any of the following without the prior written consent of 305StockPhoto:
-- Use any robot, spider, other automatic device or manual process to monitor the Materials and/or the site;
-- Use the site other than to make legitimate inquiries, communications or purchases;
-- Use the site to make any false or fraudulent communication;
-- Insert false or misleading information on the site;
-- Post or transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or for any other purpose that is unlawful or prohibited by this Agreement;
-- Use or access the site in any way that, in the judgment of 305StockPhoto, adversely affects the performance or functioning of the site, or any other computer systems or networks used by 305StockPhoto or other site users;
-- Upload or transmit to the site, or use any device, software or routine, that contains viruses, Trojan horses, worms, time bombs, or other computer programming that may damage, interfere with or attempt to interfere with, intercept
the normal operation of our site, appropriate the site or any system, or take any action
that imposes an unreasonable load on our computer equipment or infringes upon the
rights of any third party;
or
-- Disguise the origin of information transmitted through the site.
(f) User understands that 305StockPhoto may immediately terminate all agreements between the Parties and may refrain from doing further business with User without notice if User fails to comply with any provision of this Agreement or with the specific terms and conditions applicable to User’s purchase or use of a Product. If User’s access is terminated, User agrees immediately (1) to stop using this site and any Materials which User may have acquired, (2) to delete all such Materials and all copies from all media in User’s possession or control of whatever type (whether now known or hereafter developed, invented or devised), and (3) to destroy all other copies or, at 305StockPhoto’s request, return all such copies to 305StockPhoto. User’s use of this site and any Materials shall comply with all applicable law. 305StockPhoto may restrict or remove User’s access to this site at any time, or restrict or remove the use of any Materials for any reason, and may replace the Materials with other Materials, and User agrees immediately to discontinue all use of the Materials upon notification to that effect from 305StockPhoto.
(g) Despite 305StockPhoto’s efforts to provide accurate information, this site may contain technical or other mistakes, inaccuracies or typographical errors. The 305StockPhoto site may contain or use technology that provides 305StockPhoto and its affiliates with information regarding User’s use of this site, or which permits 305StockPhoto to audit User’s compliance with this Agreement via the use of software designed to track and identify Materials. Please consult 305StockPhoto’s Privacy Policy for specific information on 305StockPhoto’s policies for use of User’s personal information.
(h) User Information
For purposes of identification, billing and marketing, User agrees to provide 305StockPhoto with accurate, complete, and updated information as requested by us, including User’s legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). User agrees to notify 305StockPhoto within ten (10) days of any changes in these elements of User’s information. User is solely responsible for maintaining the confidentiality of User’s own password(s) (if any), and User agrees that 305StockPhoto will have no obligations with regard thereto. 305StockPhoto reserves the right to reveal, or to choose not to reveal, any User data or other information in its possession regarding users of our products or services in cooperation with a request or investigation by a governmental body or governmental agency.
(i)No Expectation of Privacy
User acknowledges that transmissions made by means of this web site are not confidential, and that such communications may be read or intercepted by others. User acknowledges that, by engaging in transactions with 305StockPhoto, no confidential, fiduciary, contractually implied or other relationship is created between User and 305StockPhoto, beyond that which is specifically established by this Agreement between User and 305StockPhoto. Any communications or materials User may transmit to 305StockPhoto through the site, by electronic mail or otherwise, including without limitation any data, question, comment, suggestion, idea, or the like (“Communications”) will be treated as non-confidential and non-proprietary.

(j) Limitation of Liability for User’s Use of Site
305STOCKPHOTO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGE TO, OR VIRUSES THAT MAY INFECT, USER’S COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF USER’S ACCESS TO, USE OF, OR BROWSING IN THIS SITE OR USER’S DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE. IN NO EVENT SHALL 305STOCKPHOTO OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (BY WAY OF ILLUSTRATION AND NOT LIMITATION) (i) ANY USE OF THIS SITE OR CONTENT FOUND HEREIN, (ii) ANY FAILURE OR DELAY (INCLUDING BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE FOR INFORMATION OR PRODUCT PURCHASES), AND/OR (iii) THE PERFORMANCE OR NON-PERFORMANCE BY 305STOCKPHOTO OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS, INCLUDING, BUT NOT LIMITED TO, NON-PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION, EVEN IF 305STOCKPHOTO OR SUCH THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO THE USER OR TO ANY OTHER PARTY.

If, notwithstanding the foregoing, 305StockPhoto and/or any third party provider or distributor should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of this site or its content, the liability of 305StockPhoto and/or the third party providers and distributors shall in no event exceed, in the aggregate, the greater of (a) the subscription fee and service charge for accessing this site, or (b) One Hundred United States Dollars (US$100.00). Some legal jurisdictions do not allow limitation of liability; so the foregoing limitation may not apply to any particular user.
(k) The use of this Site is subject to our Privacy Policy . User agrees that User has read our Privacy Policy, and that it is reasonable and acceptable to User. User’s acceptance of these Conditions of Use is also User’s consent to the information practices in our Privacy Policy.
(l) 305StockPhoto will use reasonable commercial efforts to keep this site available on a 24-hour/7-day-a-week basis, subject to necessary scheduled downtime for maintenance, unscheduled maintenance, and system outages. 305StockPhoto cannot promise that access to the site will be uninterrupted or available at all times. 305StockPhoto assumes no liability or responsibility for any delay, interruption, or downtime.
(m) 305StockPhoto makes reasonable attempts to exclude viruses from the 305StockPhoto site, but cannot ensure that the site will at all times be free from viruses or other destructive software. User is urged to take appropriate safeguards before downloading Material from the site. 305StockPhoto assumes no responsibility for any damages to computer equipment or other property that may result from use of the 305StockPhoto site or downloading anything from the site.
(n) To the extent that 305StockPhoto may need to contact User, User agrees that 305StockPhoto may do so via any electronic means, including but not limited to communications posted on the site, electronic mail, or instant messaging.

13. Miscellaneous, Including Choice of Law, Jurisdiction and Venue
(a) This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of Florida, USA, applicable to agreements entered into and to be wholly performed therein, and by applicable United States federal law. In the event of any conflict between any provisions hereof and any applicable laws to the contrary, the latter shall prevail, but this Agreement shall be deemed modified only to the extent necessary to remove such conflicts, and the surviving provisions hereof shall be interpreted so as nearly as possible to effect the original intentions of the Parties. Only the courts (state and federal) having jurisdiction within Miami-Dade County, Florida will have jurisdiction of any controversies regarding this Agreement and/or the 305StockPhoto web site; any action or other proceeding which involves such a controversy will be brought in those courts and not elsewhere, and the User hereby waives any objection such User may otherwise have to the jurisdiction and venue of such courts, including without limitation objections raised on the basis of forum non conveniens. Any process in any such action or proceeding may, among other methods, be served by delivering or mailing it, by registered or certified mail, directed to the address which the addressee has designated from time to time. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within the State of Florida. 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 by the Parties. The Parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, 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 305StockPhoto and User in which 305StockPhoto is the prevailing party, 305StockPhoto shall be entitled to recover its reasonable attorney fees, legal expert fees, and other legal expenses from User.
(b) This Agreement constitutes the entire agreement of the Parties hereto and supersedes all oral and written agreements and understandings made or entered into by the Parties hereto prior to the date hereof. No amendment, change or modification of this Agreement shall be valid unless it is accepted by both Parties hereto, and any waiver of a failure to perform or of a breach shall not operate to waive any subsequent failure to perform or breach.
(c) The use of the singular in this Agreement shall apply to and mean the plural where appropriate. The use of the masculine or neuter pronoun in this Agreement shall apply to and mean the feminine where appropriate, and vice versa.
(d) The captions appearing at the commencement of the clauses hereof are descriptive only and for convenience in reference to this Agreement; and should there be any conflict between any such heading and the language of the clause at the head of which it appears, the language of the clause itself, and not such heading, shall control and govern in the construction of this Agreement.
(e) User acknowledges that a violation or attempted violation of any term of this Agreement will cause 305StockPhoto such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, User agrees that 305StockPhoto shall be entitled as a matter of right to an injunction, issued by any court of competent jurisdiction, restraining such violation or attempted violation of this Agreement by User, or User’s affiliates, partners, principals or agents, as well as to recover from User any and all costs and expenses sustained or incurred by 305StockPhoto in obtaining such an injunction, including, without limitation, reasonable attorney fees. User agrees that no bond or other security shall be required in connection with 305StockPhoto’s application for any such injunction.
(g) The Parties acknowledge that each has been advised by counsel, and/or been given the opportunity and recommendation to be advised by counsel, during the course of negotiation of this Agreement. This Agreement shall be interpreted without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted