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Welcome to JLM Visuals! We are the leader in science images and educational programs. Founded in 1966 by experienced educators and accomplished photographers, we strive to provide high quality images and educational programs to educators, publishers, advertisers, and others interested in the natural sciences. For your convenience, our website is divided into two sections. If you are interested in single images, we have over 12,000 natural science photographs available for immediate download in our Stock Image Database. If you are interested in instructional natural science programs authored by reputable educators, we have dozens of Educational Science Programs available for immediate shipment.
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| EXTENDED LICENSE AGREEMENT This Extended License Agreement (“Extended Agreement”) amends the provisions of the provisions of the Standard License Agreement, as set forth herein. The Extended Agreement governs the terms by which customers of JLM Visuals Stock Photo obtain the right to use stock photography, diagrams, maps, and other media provided by photographers, distributors, and others through the web site located at www.jlmvisuals.com (the “Site”). The Extended Agreement is in addition to the Terms of Use that all persons providing content to or downloading content from the Site have agreed to. In the event of any inconsistency 8between the Extended Agreement and the Terms of Use (which is incorporated into the Extended Agreement by reference), the terms of the Extended Agreement shall govern. TO THE EXTENT ANY PROVISION OF THE STANDARD LICENSE AGREEMENT IS NOT AMENDED BY THE EXTENDED AGREEMENT, THE UNAMENDED PROVISION OF THE STANDARD LICENSE AGREEMENT IS INCORPORATED INTO AND IS PART OF THE EXTENDED AGREEMENT. THE STANDARD LICENSE AGREEMENT, INCLUDING ALL PROHIBITED USES, REMAINS IN FULL FORCE AND EFFECT TO THE EXTENT NOT EXPRESSLY AMENDED HEREIN. 1. Background and Effect of Extended Agreement (a) THIS DOCUMENT AFFECTS YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO CONTENT PROVIDED BY JLM VISUALS STOCK PHOTO. PLEASE READ IT CAREFULLY. By selecting the correct box at the end of this Extended Agreement and typing “I Agree” or otherwise signifying your acceptance, you accept this Extended Agreement either for yourself or on behalf of your employer or the entity you represent, and agree to be bound by its provisions. If you are accepting on behalf of your employer or an entity, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Extended Agreement and do not download any Content from this Site. (b) Definitions. In this Extended Agreement: (i) “you” or the “Customer” means you or, if you are accepting on behalf of your employer or an entity, “you” includes that employer or entity and any affiliates, predecessors, and successors; (ii) “JLM Visuals Stock Photo” or “we” means JLM Visuals Stock Photo, operator of the Site; and (iii) “Content” means any photographic image, illustration, diagram, map, or other visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material. 2. Extended License Terms We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use falls within a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by JLM Visuals Stock Photo or the supplier of the Content, whichever is applicable. 3. Extended License Permitted and Prohibited Uses (a) Items for Resale. Notwithstanding the restrictions contained in section 3(a) of the Standard License Agreement prohibiting the use or display of the Content in items for resale, you are licensed to use the Content for the following products for resale, relicense and redistribution, and reproduce the Content in such products, as set forth below, and the Standard License Agreement is deemed amended in that respect. All other terms and conditions of section 3(a), (c) and (d) of the Standard License Agreement and Extended Agreement remain in full force and effect, including all Prohibited Uses.
(b) Multi-Seat Use. Notwithstanding the restriction contained in section 3(b) of the Standard License Agreement limiting you to a single seat or location to use the Content, you are licensed to physically install the Content at up to 50 locations within your organization, and/or extend simultaneous usage of the Content to up to 50 persons within your organization, provided all such users are either employees or agree with us to be bound by the Standard License Agreement, and that you remain liable for all use by such additional users. The Standard License Agreement is hereby deemed amended in that respect. (c) Permitted Uses. You are licensed to use the Content as set forth below, subject to the restrictions described under Prohibited Uses, Section 3(d) below. Any resale, relicense, or redistribution of products using or displaying Content is prohibited except as expressly allowed under Section (3)(a) above.
In the event you contravene subparagraph 3(d)(13) above without the written agreement of JLM Visuals, you further agree to notify JLM Visuals Stock Photo in the event that you (or a combination of you and others involved with you) reproduce the Content, or an element of the Content in excess of 250,000 reproductions. Such disclosure notice must be sent to JLM Visuals Stock Photo each and every month after which the Content, or an element of the Content, has been reproduced in aggregate over the term of this Agreement in excess of 250,000 times. Each such notice must contain the number of reproductions made in any particular month, provided however that the first such notice will only require disclosure of the reproductions in excess of 250,000. JLM Visuals Stock Photo shall invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt. 5. Time Period Of Agreement (a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. JLM Visuals Stock Photo may also terminate this Agreement without prior notice if you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to JLM Visuals Stock Photo in writing that you have complied with the requirements of this provision. (b) JLM Visuals Stock Photo reserves the right, without any limitation or restriction, to modify, amend, or revoke the license granted by this Agreement, or to replace the Content with an alternative. Upon notice sent to the address or contact information provided by you, the license for the replaced Content immediately terminates and applies to the replacement Content. You agree to discontinue using the replaced Content, or any Permitted Derivative Works, for any and all past, present and future products, and to otherwise use best efforts to discontinue use of the replaced Content, or any Permitted Derivative Works, in such products. (c) Upon notice from JLM Visuals Stock Photo, or upon your knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another's right for which JLM Visuals Stock Photo may be liable, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your clients, printers or ISPs do likewise. JLM Visuals Stock Photo shall provide you with replacement Content subject to the other terms and conditions of this Agreement. 6. JLM Visuals Stock Photo Representations and Warranties (a) JLM Visuals Stock Photo warrants that: (1) your use of the Content in accordance with this Agreement and in the form delivered by JLM Visuals Stock Photo will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (2) all necessary releases for use of the Content in the manner authorized under this Agreement have been obtained. (b) While we have made reasonable efforts to correctly categorize and keyword the Content, JLM Visuals Stock Photo does not warrant the accuracy of such information. (c) OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 7(a), THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. JLM VISUALS STOCK PHOTO DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT JLM VISUALS STOCK PHOTO) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS. IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN A FLASH FORMAT OR FILE (WHETHER .SWF OR OTHERWISE), EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7(a),JLM VISUALS STOCK PHOTO MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE. (d) Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction. 7. JLM Visuals Stock Photo Indemnification and Limitation of Liability (a) Provided that the Content is only used in accordance with this Agreement and you are not otherwise in breach of this Agreement and as your sole and exclusive remedy for breach of the representations and warranties set forth in Section 7 (a) above, JLM Visuals Stock Photo shall, subject to the terms of Sections 8(b),(c),(d) and (e) defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by you is in breach of the representations and warranties set forth in Section 7(a) above. The foregoing states JLM Visuals Stock Photo’s entire indemnification obligation under this Agreement. (b) The indemnification set out in Section 8(a) above is conditioned on your prompt notification in writing to JLM Visuals Stock Photo of such claim and our right to assume the handling, settlement or defense of any claim or litigation. You agree to cooperate with JLM Visuals Stock Photo in the defense of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. JLM Visuals Stock Photo shall not be liable for legal fees and other costs incurred prior to the notice of the claim. (c) IN NO EVENT SHALL JLM VISUALS STOCK PHOTO OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE. (d) NOTWITHSTANDING ANY OTHER TERM HEREIN, JLM VISUALS STOCK PHOTO SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFCATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU. (e) NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF JLM VISUALS STOCK PHOTO UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED THE SAME CONTENT, REGARDLESS OF THE FILE SIZE, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER AND THE OBLIGATION OF JLM VISUALS STOCK PHOTO UNDER SECTION 8(a) SHALL BE LIMITED TO AN AGGREGATE OF TEN THOUSAND ($10,000) US DOLLARS. FOR GREATER CLARITY, JLM VISUALS STOCK PHOTO’S LIABILITY TO YOU IN RESPECT OF THE CONTENT SHALL NOT EXCEED TEN THOUSAND ($10,000) US DOLLARS REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME CONTENT FROM JLM VISUALS STOCK PHOTO. (f) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 8. Your Indemnification You agree to indemnify, defend and hold JLM Visuals Stock Photo, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “JLM Visuals Stock Photo Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on an attorney and client basis) incurred by any JLM Visuals Stock Photo Party as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement. 9. General Provisions (a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. (b) JLM Visuals Stock Photo’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. (c) This Agreement is personal to you and is not assignable by you without JLM Visuals Stock Photo’s prior written consent. JLM Visuals Stock Photo may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms. (d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision. (e) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement. (f) This Agreement is governed by United States federal law and Wisconsin state law. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to the jurisdiction of Wisconsin and service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time. (g) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to binding arbitration under the Rules of Arbitration of the American Arbitration Association by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Milwaukee, Wisconsin 10. Contact If you have concerns relating to this Agreement, please contact JLM Visuals Stock Photo or Email: orderdesk@jlmvisuals.com.
JLM Visuals 11. Acknowledgement YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. AS CONSIDERATION FOR JLM VISUALS STOCK PHOTO AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND JLM VISUALS STOCK PHOTO, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND JLM VISUALS STOCK PHOTO RELATING TO THE SUBJECT OF THIS AGREEMENT.
© JLM Visuals Stock Photo LP 2011. All rights reserved. JLM Visuals Stock Photo® is a trademark of JLM Visuals Stock Photo LLP. |
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