Basic license agreement for photos XS, S, M, L, XL, XXL, XXXL, V, purchased in photobank Fotky&Foto

1) Általános rendelkezések

This agreement (this "Agreement") shall be binding upon photobank Fotky&Foto, operated by Golden Voyage ltd. ("Fotky&Foto") and any member registred on Fotky&Foto website ("Member")who purchase and downloads a photograph, illustration, image or other pictorial or graphic work ("Graphic Work") from the Fotky&Foto website.

Customer acknowledges that he is bounded by this Agreement and agrees that this Agreement applies to any product purchased at photobank Fotky&Foto uder the licenses named XS, S, M, L, XL, XXL, XXXL, V.

The Member acknowledges and agrees that this Agreement does not effectuate any sale of the Graphic Work. Except for the rights specifically sublicensed under this Agreement, the Member shall not have any right, title or interest in or to, and in any event shall have no ownership of, the Work, including any copyright and other intellectual property rights.

2)Felhatalmazás a Grafikus munkák felhasználatára

a) Subject to the terms and conditions of this Agreement, photobank Fotky&Foto hereby grants to the Member a non-exclusive (the member mustn't be the only one owner) ,perpetual, worldwide, non-transferable sublicense to use, reproduce, modify or display the Graphic Work an unlimited number of times in the authorized media solely for (a) personal or educational purposes and (b) in connection with the operation of a business. The Graphic Work must not be direct substance of further trade. It is therefore not possible to sell any product or work, which essence is the Graphic Work licenced under the name XS, S, M, L, XL, XXL, XXXL or V.

b) The works, which essence is Graphical Work and Graphical Work can be display and copy only in case that no direct earning come from the use of Graphical Work.

c) The Member has not the right to give Graphic Work to third parties. The Member shall have the right to transfer files containing the Graphic Work or permitted derivative Graphic Works to employees, or have the Graphic Work reproduced by subcontractors, provided that such employees and subcontractors agree to abide by the restrictions of this agreement. In the normal course of workflow, the Member may also convey to a third party (such as a printer). Third parties, employees and subcontractors shall have no further or additional rights to use the Graphic Work and cannot access or extract it from any other file provided. The Member shall have no right to grant further sublicenses.

d) In accordance with the fact that electronic formats can be distributed easily, all distribution of Graphic Work (for example on wesite) is limited to 1000x1000 pixels.

e) The Customer may let his/her staff, partners or clients view the Graphic Work, but they cannot use it.

The Member may utilize all the rights under this Agreement for itself, and additionally, on behalf of one (1) of its clients. As such, the Member may sublicense its rights and obligations hereunder to one (1) such client, and such client shall have all the rights, restrictions and obligations under this Agreement, but without the right to further sublicense these rights to additional parties. If the Member desires to use the Work on behalf of more than one (1) client, then the Member will have to download and pay for additional license(s) to the same Work.

In case the graphic work is dishonoured and in non-compliance with the terms of use, photobank Fotky&Foto reserves the right to ask the client to stop using the Graphic Work. Customer must obey.

3) Korlátozások

The Member acknowledges, agrees and warrants that he or she shall not:

a) sublicense, sell, assign, convey or transfer any of its rights under this agreement to third parties.

b) Use, reproduce, distribute or display the Graphic Work in connection with the sale. For example mugs, t-shirts, posters, greeting cards, posters, electronic or material products that would be made for sale.

c)Elhelyezni vagy elküldeni a Grafikus munkát on-line letölthető formátumban, besorolni a Grafikus munkát az elktronikus faliújságba, vagy lehetővé tenni az elosztását a Gafikus munkának mobil telefonon keresztül . Továbbá beszámítani a Grafikus munkát bármilyen sablonba vagy alkalmazásba, nyomtatottba vagy elektronikusba,amelynek a célja a közvetlen haszon, odaértve az ábrázolást a webben. Főképpen, de nem kizárólag a web grafika megrendelésre, a sablonok bemutatásra, grafikus sablonok, elektronikus kívánságok, névjegyek stb.

d) download or store the Graphic Work on more than one computer at the same time, except that the Member may make a single backup copy to be stored on media separate from the single permitted computer

e) remove any notice of copyright, trademark or other intellectual property right, or other information that may appear on, embedded in, or in connection with the Graphic Work in its original downloaded form, it being understood that the Member shall reproduce any and all such notices in any backup copy of the file comprising the Graphic Work that the Member makes

f) use, reproduce, distribute or display the Graphic Work in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent

g)Beépíteni a Grafikus munkát a cégjelzésbe vagy szolgálati cégtáblába.

h)Alkalmazni bármilyen beavatkozást a Grafikus munkába, vagy közbelépést a Grafikus munkához, amely ellentmondó a törvénnyel, rendeletekkel az adott jogkörben.

i)Használni a Grafikus munkát szerkesztési értelemben (mint elkotóelemét a ciknek az újságban vagy foylóiratban) a következő toldalékkal a fényképhez: ©[a szerző neve]/Fotky&Foto. Ez a felvilágosítás el lehet helyezve magára a képre vagy speciális oldalra.

j)Alkalmazni bármilyen beavatkozást a Grafikus munkába vagy beavatkozást a Grafikus munkával, amely megkárosítja, vagy ellentmondásba van a szerző tulajdonjogával magának a Grafikus munkának, vagy megkárosítja és ellentmodnásba van a tulajdonjogával bármilyen céltárgynak, amely ábrázolva van a Grafikus munkán.

k)Alakítani a Grafisku munkát, vagy felhasználni a Grafikus munkát, személyeket és tárgyakat rajta ábrázolva, úgy, hogy hagsúlyozzák a propagandáját a politikai, vallási,közgazdasági vagy egyéb nézetű megmozdulásoknak, pártoknak és a többi csoportulásoknak.

Subject to the terms and conditions of this Agreement, Fotky&Foto hereby grants to the Member a non-exclusive (the member mustn't be the only one owner), perpetual, worldwide, non-transferable sublicense to use, reproduce, modify or display the Work an unlimited number of times in the authorized media solely for (a) personal or educational purposes and (b) in connection with the operation of a business, and in the case of each of (a) and (b), with the right to sell or distribute for sale the Graphic Work or any reproductions or modifications thereof, if incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known. The Member shall have no right to grant further sublicenses.

l)Alkalmazni a Grafikus munkát abban az értelemben, amely bárhogyan megkárosíthajta azt a személyt, amelyet a Gafikus munka ábrázol, vagy ezt a személy bárhogyan megsérteni. Pl.:
- kapcsolatban a szennyirodalommal
-kapcsolatban a dohánytermékekkel
-ami illeti a politikai vagy vallási hozzátartozását az illető személynek
- vagy más felhasználást, amely az adott személy számára becsületsértő, támadó vagy erkölcstelen

4)Az illetékek és az árak

As indicated above, the Member shall pay to "Fotky&Foto" a sublicense fee in accordance with price displayed next to Graphic Work in cart on Fotky&Foto e-shop in time it was purchased.

5) Ownership and Retention of Rights

The Member acknowledges and agrees that neither title nor any ownership interest in or to the Graphic Work is transferred to the Member by virtue of this Agreement

6) Representations and Warranties

In addition to the representations and warranties made by the Member above, each of Fotky&Foto and the Member hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.

7) Indemnification

The Member agrees to indemnify, defend and hold harmless Fotky&Foto and its affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (collectively, "Indemnitees") from and against all claims, expenses (including attorney fees) or other liability arising from the Member's breach of any of his or her representations, warranties or obligations under this Agreement, and from any and all uses of the Graphic Work, including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or "false light", right of publicity or blurring or distortion or alteration whether or not intentional. Fotky&Foto shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by the Member with counsel of its own choosing. The Member shall fully cooperate with Fotky&Foto in the defense of any such claim, action or matter.

8 A) Limitations and Disclaimer

The Member agrees that neither Fotky&Foto nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees, shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use or non-use of the Graphic Work.

The Member acknowledges that Fotky&Foto generally does not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Graphic Works.

The Member acknowledges that Fotky&Foto generally does not have releases from property owners, manufacturers or designers of commercial products such as automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some Graphic Works.

8 B) Limited Warranty

(a) Subject to the terms and conditions contained in this Agreement, Fotky&Foto hereby represents and warrants that, notwithstanding anything to the contrary in Section 8A above, the utilization by the Member of an unaltered Pair-for Graphic Works (as defined below) pursuant to the terms of this Agreement shall not infringe or violate the intellectual property rights, publicity rights or privacy rights of any third party.

“Paid-for Work” means any Graphic Work downloaded from Fotky&Foto’s website, apart from any Graphic Work which 1) is a part of Fotky&Foto’s collection of free Graphic Works, and/or 2) otherwise can be downloaded without payment of credits or monetary compensation

(b) Subject to subsections (c), (d) and (e) below, Fotky&Fotos agrees to indemnify, defend and hold harmless the Member from and against all damages, liabilities and expenses (including reasonable attorney fees) arising directly from any actual or threatened lawsuit, claim or legal proceeding (collectively, a “Claim”) commenced by a third party against the Member, where such Claim alleges that the Member’s utilization of the unaltered Paid-for Graphic Work pursuant to the terms of this Agreement is in breach of the representations and warranties set forth in subsection (a) above; conditioned upon and provided that the Member gives Fotky&Foto (i) prompt written notice of any threatened Claim known to the Member or any suit or proceeding actually initiated against the Member, (ii) full information, assistance and cooperation for the defense or settlement thereof, and (iii) at Fotky&Foto’s option, sole control of any defense, settlement or action related thereto; and further provided that the use and/or distribution by the Member of the unaltered Paid-for Graphic Work has been at all times in accordance with the terms and conditions of this Agreement.

(c) Fotky&Foto shall have no liability for, (a) obligations under subsection (b) above shall not apply to: (i) any damages, liabilities or expenses incurred by the Member prior to its notification of the Claim to Fotky&Foto; and/or (ii) any Claim based on or arising out of: (1) the modification by the Member of the Paid-for Graphic Work; (2) the combination of the Paid-for Graphic Work with any other work(s); and/or (3) the context in which the Paid-for Graphic Work has been used by the Member.

(d) Notwithstanding anything to the contrary contained in this Agreement or in any other agreement between Fotky&Foto and the Member, the total maximum aggregate liability of Fotky&Foto with respect to any Paid-for Graphic Work downloaded or licensed by the Member shall in no event exceed US $10,000 (ten thousand US dollars) per Paid-for Graphic Work, irrespective of the number of times the Paid-for Graphic Work is downloaded or licensed. Fotky&Foto shall not be liable under this Section 8B in respect of any Graphic Work which is not a Paid-for Graphic Work.

(e) The foregoing states the entire liability and obligation of Fotky&Foto, and the sole and exclusive remedy of the Member, with respect to any breach of the representations and warranties contained in subsection (a) above.

(f) The foregoing paragraphs state the entire liability and obligation of Fotky&Foto and the Member, with respect to any breach of the representations and warranties contained in subsection (a) above.

9) Term and Termination

This Agreement shall continue in perpetuity unless terminated in accordance with this Section 9. Fotky&Foto may at any time terminate this Agreement with respect to any Graphic Work in the event of any breach by the Member of any of his or her representations, warranties or obligations under this Agreement. The Member may at any time terminate this Agreement. Each of Fotky&Foto and the Member shall notify the other in the event it, he or she terminates this Agreement. Fotky&Foto shall also have the right, in its sole discretion, to deny the downloading of any Graphic Work from the Fotky&Foto's website. Upon termination of a license for any particular Graphic Work, the Member shall immediately cease using such Graphic Work, destroy, or upon the request of Fotky&Foto return the Graphic Work to Fotky&Foto, delete or remove the Graphic Work from its permises, computer systems and storage (electronic and physical).

10) Effect of Termination

Upon the termination of this Agreement, the Member shall cease using the Graphic Work and destroy all copies of the Graphic Work, and all derivative works and related materials (if any), in his or her possession or control. At Fotky&Foto's request, the Member shall certify in writing to such destruction of the Graphic Work, derivative works and/or related materials. Termination of this Agreement shall not relieve the Member from any payment obligations that may have arisen prior to such termination. The provisions of Sections 1, 4, 5, 6, 7, 8, 10 and 11 shall survive the termination of this Agreement.

11) Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction in the federal or state courts of the State of New York, and the Member and Fotky&Foto each submit to the personal jurisdiction of such court.

The relationship between Fotky&Foto and the Member under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.

The Member agrees that he or she shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to him or her under this Agreement.

Except with respect to any trademark rights, all rights and licenses granted by Fotky&Foto under or pursuant to this Agreement are for all purposes of Section 365(n) of Title 11 of the United States Code, licenses of rights to "intellectual property" as defined in Title 11. Fotky&Foto agrees that, in the event of commencement of bankruptcy proceedings by or against Fotky&Foto under Title 11, the Member, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights under this Agreement and all of its rights and elections under Title 11.

Fotky&Foto shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. The Member shall have no right to assign any of his or her rights or obligations under this Agreement.

This Agreement shall be inure to the benefit of, and be binding upon, Fotky&Foto and the Member, and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Fotky&Foto and the Member, and their respective successors and assigns.

If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect. The underlined headings contained in this Agreement shall not affect in any way the meaning or interpretation of this Agreement