EGG

EGG HIGH RESOLUTION IMAGE USAGE AGREEMENT

By downloading images from egg.gallery, you (“you”) enter into an agreement (the “Agreement”) between you and ArtsBuild, a private, non-profit united arts fund and arts council dedicated to strengthening the arts and culture in the greater Chattanooga area.

The artists featured on this site have graciously allowed images of themselves, their spaces, and sometimes their art to be used, and we want to protect their rights as owners of their own images, workspaces, and their art. Please read this Agreement carefully before downloading any image. By downloading any image, you agree to be bound by this Agreement. Failure to comply with the terms hereof could result in legal action. If you do not agree to this Agreement, do not download any images.

ArtsBuild reserves the right to change this Agreement at any time, and you agree to be bound by such changes. If changes are made, you will be notified at the same email address you used to download the images. If the use you are contemplating is not permitted by this Agreement, and you would like to request permission, please contact ArtsBuild at artsbuild.com.

GENERAL TERMS OF AGREEMENT

1. All Images on the egg.gallery website are protected by United States and international copyright laws and treaties. ArtsBuild and/or the various artists who permit their images to be used (“Artists”) own all rights, including the copyrights in and to the Images. ArtsBuild and/or its Artists reserve all rights in and to the Images not expressly granted to you in the terms of this Agreement. Your rights to use any Image are subject to this Agreement.

2. This Agreement grants you a single-user, single-seat license. This license may not be used simultaneously on multiple devices, or at any time by multiple persons. If any employee, coworker, collaborator, or agent of yours would like to use the images, he or she should download his or her own copy and so agree to this Agreement.

3. You may not copy or reproduce any Image (in whole or in part) other than in publication and on social media sharing sites , either directly or indirectly, except as expressly provided in “Usage Rights” below.

USAGE RIGHTS

1. By this Agreement, ArtsBuild grants you a personal, non-exclusive, non-transferable (except as herein provided) right, throughout the world, in perpetuity, to use and reproduce Images, subject to the limitations set forth herein. You may however transfer Images to a third party for the sole purpose of sharing in promotion of egg.gallery and the artists on the site.

PERMITTED WEB / ELECTRONIC USES

1. So long as the egg.gallery website is credited, this Agreement grants you the right to:

a. Incorporate Images on web sites, provided that no Image is: i) displayed at a resolution greater than 1200 x 800 pixels; or ii) displayed as part of gallery, collection, album, archive, scrapbook or other aggregation of individual images;

b. Use Images in coordination with online media, social media, and blog publications. However, Images cannot be used in connection with unsolicited email or linked to from unsolicited email;

c. Use Images in multimedia presentations and incorporate them into film and video;

d. Use Images in eBooks, including multi seat license electronic textbooks;

PERMITTED PRINT USES

e. Use Images as prints, posters, postcards (i.e. a hardcopy) and other reproductions for your own personal use and display, including display in commercial settings, provided such hardcopies are not resold or otherwise distributed;

f. Use Images in magazines, newspapers, books, book covers, textbooks, editorials and directories for editorial and/or advertising purposes, provided that the print or manufacturing run(s) of such magazines, newspapers, books , book covers, textbooks, editorials and directories;

2. All other rights in the Images are expressly reserved by ArtsBuild for itself and its Artists. If you wish to use an Image or Images in any manner not provided by this Standard Image Usage Agreement, you may contact ArtsBuild through artsbuild.com, with a request to ArtsBuild and the Artist to license Images.

RESTRICTIONS

YOU MAY NOT:

7. Use an Image other than as specified herein.

8. Use or display any Image on websites or in connection with any service designed to sell or induce sales.

9. Use an Image in such a manner that it infringes upon any third party’s trademark or other intellectual property.

10. Use an Image in a way that places any person depicted in the Image in a bad light or in a way that they may find offensive – this includes, but is not limited to the use of Images: a) in pornography; b) in any manner that is defamatory, or contains unlawful or offensive content.

11. Except as expressly provided herein, directly or indirectly copy or reproduce any Image (in whole or in part) more than two hundred fifty thousand (250,000) times. Nor may you produce or otherwise create for resale or distribution, reproductions of any Image unless expressly permitted by this agreement.

12. Share an Image by providing access to such Image on shared disk drives, computer networks, servers, cloud network or other intranets of any nature or otherwise.

13. Offer Images for sale or otherwise make Images available for distribution and/or sale to third parties.

14. Use any Image (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof, or to otherwise endorse or imply the endorsement of any goods and/or services.

15. Use or display an Image in such a manner that gives the impression that the Image was created by you or a person other than the Artist whose person, space, or work is featured in that Image.

16. Use automated programs, applets, bots or the like to access the egg.gallery website or any content thereon for any purpose, including, by way of example only, downloading Images, indexing, scraping or caching the content on the website.

MISCELLANEOUS

19. 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 reasonable steps to prevent third parties from duplicating any Image. If you become aware of any unauthorized duplication of any egg.gallery Image(s) please notify us via email at egg.gallery.

20. You agree to indemnify and hold ArtsBuild, its officers, employees, shareholders, directors, managers, members and suppliers, and those of its affiliates including parent companies and subsidiaries, harmless against any damages or liability of any kind arising from any use of Images other than the uses expressly permitted by this Agreement. You further agree to indemnify ArtsBuild for all costs and expenses that ArtsBuild incurs in the event that you breach any of the terms of this or any other agreement with ArtsBuild.

21. You Warrant and Represent that:

a. All information, including personal information, that you provide to ArtsBuild is accurate, complete, and current at the time you provide it to ArtsBuild. You agree to correct and update such information to ensure its accuracy and completeness at all times.

b. You will not in any way impersonate another person or act in a manner which may cause others to confuse you with another party. You will not engage in any behavior which ArtsBuild, in its discretion, deems vulgar or otherwise offensive.

22. You must be at least 18 years of age to accept this Agreement. ArtsBuild may require any registrant to provide sufficient proof of age.

23. This Agreement is a contract which shall be governed by and construed in accordance with the laws of the State of Tennessee. 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, County and City of Tennessee 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 any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of this Agreement shall not affect the validity or enforceability of the balance hereof.

24. If you are entering into this Agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to ArtsBuild for any breaches of the terms of this Agreement.

25. Credit Attributions and Copyright Notices for Editorial Uses of Images

a. You shall provide a link back to egg.gallery (where applicable) -OR- provide a credit egg.gallery in connection with the editorial use of any Image. Such credit shall be in substantially the following form: “Name of Artist/egg.gallery”

b. In the event that an Image is used in connection with a film, television broadcast, documentary or other audio-video or multimedia project, you shall use reasonable commercial efforts to accord the featured Artist and egg.gallery a credit as provided above.

c. The unintentional omission of the aforesaid credit will not be a breach of the terms hereof provided that you resolve such omission following email notice from ArtsBuild.

26. ArtsBuild grants no rights and makes no representations or warranties with respect to the use of any names, trademarks, service mark, 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 that may be required for your use of any Images are obtained.

27. ArtsBuild does not warrant that the Image(s), egg.gallery website, 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.

28. You understand that you should seek counsel before using Images on or in connection with any goods or services or for any other commercial purposes.

29. In no event shall ArtsBuild’s total aggregate liability to you, or to any third party claiming through you, arising out of or in connection with your use of or inability to use the egg.gallery website and/or image(s) contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by ArtsBuild from you for your use of the applicable Image(s). Neither ArtsBuild nor any of its officers, employees managers, members, shareholders, directors suppliers or those of its affiliates including parent companies and subsidiaries, shall be liable to you or to any other person or 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), ArtsBuild breach of this Agreement, or otherwise, unless expressly provided for herein, even if ArtsBuild has been advised of the possibility of such damages, costs or losses.

30. In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting ArtsBuild, ArtsBuild will promptly file a complaint with www.ic3.gov, the Internet Crime Complaint Center, a partnership between the Federal Bureau of Investigation (FBI) and the National White Collar Crime Center.

Effective [DATE]

Acceptable uses:

personal use
promotion of the Artist and/or egg.gallery on social media
promotion of the Artist and/or egg.gallery in print or digital publication
presentation
film or video
newsletter, brochure

If you are considering other uses, contact ArtsBuild at artsbuild.com, as we might be able to work with the Artist to license the image

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