Last Updated: September 25, 2023

Dear xStock Subscriber:

This Licensing Agreement (“Agreement”) is a legally binding contract between you or the employer or entity on whose behalf you are entering into this agreement (referred to as “you” or “Subscriber”), [Legal Entity Name of xStock] (“xStock”), and the individual or entity submitting photographs to xStock (referred to as the “Contributor”). This Agreement outlines the terms and conditions governing the licensing of content (“Content”) from xStock. By licensing Content from xStock, you agree to abide by the terms and conditions of this Agreement.

1. Modifications to Agreement

• Please review this Agreement each time you license Content from xStock. xStock reserves the right to modify this Agreement at any time in its sole discretion. Prior to the effective date of any such changes, xStock will make reasonable efforts to notify you and the Contributor of such modifications. Notifications may be provided through the email address(es) associated with your Subscriber account and the Contributor’s account, announcements on relevant web pages, your login portal, or other appropriate means. Changes to this Agreement will apply only to future Content licenses, including any automated renewals. By licensing Content after such modifications, you and the Contributor consent to be bound by the updated Agreement.

2. Licensing Scope

• Single Seat License: This Agreement authorizes a single natural person (the “Licensee”) to license, download, and use Content. No other individuals, including employees, co-workers, or independent contractors, may access your account or utilize Content licensed through your account.

3. Subscription Services

• If you are purchasing a subscription to any xStock service, the use of that service is subject to the terms of Service conditions outlined on the website.

4. Payment Method

• Ownership of Payment Method:
  • Acknowledgment and Representation: You confirm and represent that the payment method designated for rendering payments is solely owned and controlled by you. This affirmation establishes your legal right to render payment for the licensing of Content through xStock’s platform.
• Secure Payment Processing:
  • Confidential and Secure Transactions: xStock places a paramount emphasis on the security and confidentiality of all financial transactions. To this end, we employ industry-standard secure and encrypted payment processing mechanisms. These robust measures are in place to safeguard the privacy and integrity of every transaction, maintaining the highest professional standards throughout our business relationship.

5. Photo Usage Rights:

• Creative Use: xStock grants Contributors the right to license their photographs for creative purposes, which includes but is not limited to advertising, marketing, websites, social media, and promotional materials.
• Editorial Use: xStock grants Contributors the right to license their photographs for editorial purposes, such as news articles, blogs, and documentaries.
• Commercial Use: xStock grants Contributors the right to license their photographs for commercial purposes, including use in products for resale, merchandise, and advertisements.
• Non-Commercial Use: xStock grants Contributors the right to license their photographs for non-commercial purposes, which may include personal projects, educational use, and nonprofit activities.

6. Personal Information

• Subscriber’s Personal Data: As a subscriber to xStock’s services, you may be required to provide personal information for account verification, billing, and communication purposes. xStock will handle your personal data in accordance with its Privacy Policy, available on the xStock website.
• Contributor’s Personal Information: The Contributor may be required to provide personal information to xStock for verification and payment processing purposes. xStock will handle personal information in accordance with its Privacy Policy, available on the xStock website.

7. Governing Law

• This Agreement is governed by and construed in accordance with the laws of Jamaica, without regard to its conflict of law principles.

8. Warranties and Representations

• Subscriber’s Affirmations: By subscribing to xStock’s services, you affirm and warrant that you will comply with all terms and conditions outlined in this Agreement. You further represent that your use of xStock’s services and licensed Content will adhere to all applicable laws and regulations.
• Contributor’s Representations: The Contributor represents and warrants that they have the legal right to submit and license the Content to xStock, and that the Content does not infringe upon the rights of any third party, including copyrights, trademarks, and rights of privacy and publicity. The Contributor also warrants that any persons depicted in the Content have given their consent for such use.
• xStock’s Representations: xStock represents and warrants that it has the right to license the Content and that it will use reasonable efforts to ensure the Content is free from known viruses and defects.

9. Indemnification and Liability 

• Subscriber’s Indemnity: As a subscriber to xStock’s services, you agree to indemnify and hold xStock, its affiliates, and their respective officers, directors, employees, and agents harmless from any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with your use of xStock’s services, including any breach of this Agreement. This indemnity extends to any third-party claims related to your use of licensed Content.
• Contributor’s Indemnification: The Contributor agrees to indemnify and hold xStock, its affiliates, and their respective officers, directors, employees, and agents harmless from any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the licensing or use of the Content.
• xStock’s Liability: In no event shall xStock be liable for any indirect, consequential, special, or punitive damages, or for any lost profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your use or inability to use the Content; (ii) any unauthorized access to or use of our servers and/or any personal information stored therein; (iii) any interruption or cessation of transmission to or from our services; (iv) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our services by any third party; (v) any errors or omissions in any Content or for any loss or damage incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available through the xStock services; (vi) your failure to keep your password or account details secure and confidential; or (vii) the licensing or use of the Content. xStock’s total aggregate liability for any claim arising out of or in connection with this Agreement shall not exceed the total amount paid by you for the specific Content license.

10. Revocation of License 

• xStock reserves the right to revoke any license for Content in the event of a breach of this Agreement by either you or the Contributor. Upon revocation, all rights granted under this Agreement shall terminate, and you shall immediately cease using the Content.

11. Termination 

• This Agreement shall remain in effect until terminated by either party. You may terminate this Agreement by ceasing to use the Content and destroying any downloaded copies. xStock may terminate this Agreement at its sole discretion for any reason or no reason. Upon termination, you shall immediately cease using the Content.

12. Miscellaneous

1. Entire Agreement: This Agreement constitutes the entire agreement between you, xStock, and the Contributor regarding the licensing of Content and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.
2. Severability: If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, such provision shall be severed from the Agreement, and the remaining provisions shall remain in full force and effect.
3. Waiver: The failure of xStock to enforce any provision of this Agreement shall not be construed as a waiver of any right or provision.