Detroit Stock City Editorial Use License Agreement

This is a license agreement (“Agreement”) between you, Opportunity Detroit LLC and Detroit Stock City (“DSC”) that explains how you can use the photos, illustrations, and video clips (individually and collectively, “Content”) that you license from Detroit Stock City. By downloading Content from www.DetroitStockCity.com (the “Website”), you accept and agree to be bound by the terms of this Agreement.

THIS LICENSE PERMITS YOU TO USE THE CONTENT FOR EDITORIAL USE ONLY.  THIS MEANS YOU CANNOT USE THE CONTENT IN ANY COMMERCIAL CONTEXT, INCLUDING TO PROMOTE ANY BRAND OR COMPANY OR IN ASSOCIATION WITH ANY GOODS OR MERCHANDISE.  IF YOU WISH TO USE THE CONTENT FOR COMMERCIAL PURPOSES, YOU MUST NEGOTIATE WITH THE CONTENT CREATOR DIRECTLY.

1. Grant of License. Provided that you are in compliance with the terms of this Agreement, and to the extent of its rights, DSC grants you an unlimited (Content may be used by you an unlimited number of times), worldwide (Content may be used in any geographic territory), perpetual (there is no expiration on your rights to use the content, except as described in Paragraph 4), non-exclusive (DSC may license the same Content to other users), non-transferrable, non-sublicensable  license (you cannot transfer or sublicense your rights granted in the Content to anyone else) to use the Content for editorial, noncommercial uses only (you may not use the Content for any commercial, promotional, advertorial, endorsement, advertising, or merchandising purpose). Please contact DSC if you are interested in licensing Content on an exclusive basis.
2. Prohibited Uses of Content.
   1. No Unlawful Use. You shall not use Content in a pornographic, defamatory or other unlawful manner, or in violation of or to circumvent any applicable regulations (including but not limited to any restrictions or credentials issued by a sports league, union or other governing body) or industry codes.
   2. No Commercial Use. Unless additional rights are granted in a separate written agreement between you and DSC, you shall not use any Content for any commercial, promotional, endorsement, advertising (including advertorials) or merchandising purpose. The Content may not be model or property released and are intended to be used only in connection with events or topics that are newsworthy or of general public interest.
   3. No Alteration or Modification. You shall not crop, modify or otherwise edit Content unless any such cropping or editing is made for the sole purpose of maintaining the quality of the Photograph(s), provided that the editorial integrity of the Photograph is not compromised.
   4. No Disparaging Use. You shall not use Content in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, and without limitation, to illustrate sexually transmitted diseases or urban violence), or in a manner that is likely to disparage or otherwise negatively impact the City of Detroit, DSC, any of DSC’s officers, directors, employees, independent contractors or representatives or the reputation or goodwill of any of the foregoing.
   5. No False Representation of Authorship. You shall not falsely represent that you are the original creator of the Content or a work that is made up largely of the Content, which shall include, but is not limited to, creating artwork or other creative content based solely on the Content, and represent that you are the author or creator.
   6. No Standalone File Use.You shall not use Content in any way that allows others to download, extract, or redistribute Content (in whole or in part) as a standalone file.
   7. No “On Demand” Products. You shall not use Content on or in connection with “on demand” products (e.g., products in which a licensed image is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items which includes, but is not limited to, use or sales through brick and mortar stores, retail outlets, your website, social media sites, or third party-owned websites such as shopify.com and cafepress.com.
   8. No Electronic Templates. You shall not use Content in electronic or digital templates intended for resale or other distribution (by way of non-exhaustive example, website templates, business card templates, electronic greeting card templates, and design templates).
   9. No Use in Trademark, Logo or Artwork. You shall not use Content as part of a trademark, service mark, design mark, tradename, business name, logo or as part of any other artwork.
   10. No Representation of Sponsorship, Endorsement or Affiliation. You shall not use the Content in any manner that may allude to or provide the appearance of an endorsement, sponsorship or affiliation of you, any third parties or any good or service by or on behalf of DSC, the supplier of the Content or any third parties pictured in the Content.
3. Intellectual Property Rights.
   1. Ownership. The Content is owned by either DSC or the suppliers of such Content, and is protected by state and federal laws. All rights not expressly granted to you in this Agreement are reserved by DSC and the suppliers of such Content. You shall not assert any right to revenue from a collecting society that may be due to creators of content for any secondary uses of the Content which includes, but is not limited to, photocopying or digital copies of any Content.
   2. Credit. You must include the following credit adjacent to the Content or in production credits:“[Photographer Name]/[Collection Name], DetroitStockCity.com.”You shall not otherwise use DSC’s name or intellectual property or that of the supplier(s) of the Content without such party’s prior written consent.
4. Termination/Content Withdrawal.
   1. Termination. DSC may terminate this Agreement at any time if you breach any of the terms of this or any other agreement with DSC, in which case you must immediately cease using the Content, delete or destroy any copies of the Content, and, if requested, confirm to DSC in writing that you have complied with these requirements.
   2. Social Media Termination. If you use the Content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the Content for its own purpose or in a way that is contrary to this Agreement, the rights granted for such use shall immediately terminate, and in that event, upon DSC’s’ request, you shall immediately remove any Content from such platform or website.
   3. Content Withdrawal. DSC may discontinue licensing any Content at any time in its sole discretion. Upon notice from DSC or upon your good faith belief that Content may be subject to a claim of infringement of a third party’s right for which you or DSC may be liable, DSC may require you to immediately, and at your own expense, cease using the Content, delete or destroy any copies, and ensure that any third parties do the same.
5. Representations and Warranties. DSC makes only the following representations and warranties:
   1. Warranty of Non-Infringement. For all Content DSC warrants that your use of such Content in accordance with this Agreement and in the form delivered by DSC (e.g., excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights or moral rights of the Content owner or creator.
   2. Warranty Disclaimer. Unless specifically warranted in this Agreement, DSC does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, copyrighted audio, designs, works of art or architecture depicted or contained in the Content. You are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the Content, and you are solely responsible for obtaining such written release(s). You acknowledge and agree that releases are generally not obtained for Content identified as “editorial,” and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when such third parties have not provided a release. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the Content which may include, but is not limited to, unions or professional sports leagues or associations.
   3. Caption/Metadata Disclaimer. While DSC has made reasonable efforts to accurately categorize, keyword, caption, and title the Content, DSC does not warrant the accuracy of any information or of any metadata provided with the Content or made available on the Website.
   4. No Other Warranties.Except as provided in this section above, the Content is provided “as is” without representation, warranty, or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. DSC does not represent or warrant that the Content or the Website will meet your requirements or that use of the Content or Website will be uninterrupted or error free.
6. Indemnification and Limitation of Liability.
   1. Your Indemnification of DSC. You hereby indemnify, and shall defend and hold harmless DSC and its parent, subsidiaries, affiliates, licensors, and suppliers of Content, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any Content outside the scope of this Agreement; (ii) your use of the Website; (iii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with DSC; (iv) your failure to obtain any required release and/or pay any fees for your use of Content; and (v) your intentional acts, failure to act or gross negligence.
   2. DSC’s Indemnification of you. Provided that you are not in breach of this or any other agreement with DSC, and as your sole and exclusive remedy for any breach of this Agreement (including, without limitation, the warranties set forth in Paragraph 5 above), DSC agrees, subject to the terms of this Paragraph 6, to defend, indemnify and hold you harmless from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach by DSC of its warranties in Paragraph 5 above. This indemnification does not apply to the extent any claims, damages, costs or losses arise out of or are a result of modifications to the Content made by you or your agent, or the context in which the Content is used by you. This indemnification also does not apply to your continued use of Content following notice from DSC, or upon your knowledge that the Content is subject to a third party’s claim of infringement.
   3. Procedure. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the party covering the costs) has the right to assume the representation, settlement or defense of any claim or litigation. The indemnified party (the party not covering the costs) shall cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
   4. Limitation of Liability. DSC WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF DSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
7. General Provisions.
   1. Assignment. This Agreement is personal to you and is not assignable by you without DSC’s prior written consent. DSC may assign this Agreement without notice or consent, provided that such assignee agrees to be bound by these terms.
   2. Audit. Upon reasonable notice, you agree to provide to DSC sample copies of projects or end uses that contain the Content, including by providing DSC with gratis access to any paid or restricted access website or platform where the Content is reproduced. In addition, upon reasonable notice, DSC may, at its discretion, either through its own employees or through a third party, audit your records directly related to this Agreement and your use of Content in order to verify compliance with the terms of this Agreement. If it is discovered that you are making commercial use of the Content or are otherwise exceeding the scope of the rights granted to you in this Agreement, then in addition to any other remedies to which DSC is entitled (including, without limitation, terminating this Agreement and all rights granted to you), you shall reimburse DSC for the costs of conducting the audit.
   3. Electronic storage. You agree to retain the copyright symbol, the name of DSC, the Content identification number and any other information or metadata embedded in the electronic file containing the Content, and to maintain appropriate security to protect the Content from unauthorized use by third parties. You may make one (1) copy of the Content for back-up purposes only.
   4. Governing Law/Arbitration. This Agreement is governed by and construed in accordance with the laws of the State of Michigan, without regard to principles of conflicts of laws. Except for DSC’s right to injunctive relief relating to your unauthorized use or misuse of the Content or Website, all other claims arising out of this Agreement or in any way arising from or related to the Content shall be finally settled by binding, confidential arbitration by a single arbitrator in Wayne County, Michigan, pursuant to the procedures and policies of the American Arbitration Association. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The decision of the arbitrator shall be final and binding on the parties, and judgment on the arbitration award may be entered and enforced by any court of competent jurisdiction in Wayne County, Michigan. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails. Notwithstanding the foregoing, DSC 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 DSC’s opinion, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any action arising out of this Agreement shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
   5. Severability. If one or more of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
   6. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
   7. Entire Agreement. No terms of conditions of this Agreement may be amended, added or deleted unless made in a separate writing and signed by both parties.
   8. Notice. All notices required to be sent to DSC under this Agreement should be sent via email to Support@DetroitStockCity.com. All notices to you will be sent via email to the email provided in your account and you hereby irrevocably consent to service via electronic mail.
   9. Taxes. You shall pay and be solely responsible for any and all taxes or duties imposed by any jurisdiction as a result of this Agreement or your use of the Content including, but not limited to, sales taxes, use taxes, value added taxes and/or withholding taxes.