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Royalty Free

End-User License Agreement (Standard Royalty Free License)

Please read this Agreement carefully before purchasing or using any content from http://www.imagerstock.eu

 

1. Legal Contract


This is a legal contract between you and  http://www.imagerstock.eu  (also sometimes referred to herein as imageRstock). By downloading Content (as defined below) from our website, you have agreed to be bound by the terms of this Agreement in respect of that Content. If you do not accept or agree with these terms do not download the Content.

2.  Content

The Content is provided under the terms in this agreement. By content is meant any photographic image you are downloading from the imageRstock website in conjunction with you accepting this imageRstock Royalty Free End-User License Agreement.

All Images on the imageRstock website are protected by Latvian and international copyright laws and treaties. imageRstock and/or the various artists who provide content to imageRstock ("Submitters") own all rights, including the copyrights in and to the Images. imageRstock and/or its Submitters reserve all rights in and to the Images not expressly granted to you by the terms of this license. Your rights to use any Image are subject to this license agreement and are conditioned upon your payment to imageRstock for your use of the Images. If you fail to make any payment to imageRstock when due, or if any check is dishonored or credit card charge refused or charged back, your account will be deemed delinquent. Provided that your account was current at the time you downloaded an Image and you were not otherwise in breach of any of the terms hereof (or of the terms of any other agreement between you and imageRstock), you have the right to use the downloaded Image, subject however, to the terms of this agreement. If your account becomes delinquent, your right to use any Images downloaded at any time shall automatically terminate unless all payments together with any interest, bank charges and credit card processing fees are received by imageRstock no later than fifteen (15) days from the date that your account became delinquent.

 

Use of Content

Only you are permitted to use the content. Any other person who wish to use the content, must by themselves register and download the content from http://www.imagerstock.eu

 

License 

3.1 You are hereby granted a perpetual, non-exclusive, non-transferable license to use the content on the terms and conditions contained and agreed upon in this agreement. This is not a sale. The intellectual property rights are still owned by imageRstock or our suppliers (the Photographers). Unless the activity is expressly permitted, the activity is not legal. Any and all licenses granted by imageRstock are conditioned upon your compliance with all provisions of this Agreement, and Imager’s receipt of full payment by you. Any and all license(s) granted to you hereunder and your right to use the Content shall immediately terminate upon your failure to comply with any provision of this Agreement, in which case imageRstock shall be entitled to pursue all other remedies available under copyright and other laws.    

3.2. The following activities are legal, and you may:

- Install the downloaded Content in one location.

- Physically transfer the downloaded content the content and its archives from one location to another. However, the content may only be used in one location at a time.

- Make one (1) backup copy. The proprietary notices must also be reproduced at this single back-up copy.

- The content can be used in the following applications:

3.2.1. Advertising, promotional and editorial items including: greeting cards, t-shirts, postcards, posters, phone cards, credit cards, CD covers, cassette covers, board games, calendars, magazines, newspapers, advertising, catalogues, flyers, brochures, reports, disposable packaging, book covers, educational textbooks, packaging, film and video presentations, commercials, books and book covers

3.2.2. Digital presentations and digital documents for advertising, promotional and / or informational purpose.

3.2.3. Online and / or electronic publications. This includes web pages to a maximum of  (1200x800) pixels.

3.2.4. Prints and reproductions for personal use.

3.2.5. Create Derivative Works, meaning a new original which incorporates but is not substantially similar to the Content, by incorporating the Content or parts of the Content into your own work.

3.2.6. Use the Derivative Work(s) in the same manner as for the original Content as described above.

3.2.7. Only You may use the Content and the End Use must be solely for your own use.

For the purpose of reproduction Transfer files containing Content or Derivative Work(s) to your clients, printers, or ISP. The rights granted under this Paragraph include the right to make the Royalty-Free Content available to ten (10) separate individuals  (cumulatively over the Term) for the sole purpose of manipulating or otherwise using the Royalty-Free Content to create the End Use according to the terms provided herein (“Users”), in any and all media now known or hereafter devised. This provided that such parties shall have no further rights to use the Content without themselves register, accept and apply to this Royalty Free end-user agreement. You must obtain an additional license and pay imageRstock the applicable one-time flat fee in order to make the Content available to more than ten (10) Users.   

 

 

 

3.3 You may NOT do anything with the Content unless it is expressively allowed. For further clarification (thus NOT representing all illegal activities or use), the following activities are NOT legal, and you may NOT:

3.3.1. Provide a copy of the Content, or any parts thereof, or allow anyone access to the Content, or any parts thereof unless it is permitted according to the section above.

3.3.2. Resell the Content or parts thereof, use the Content or parts or portions thereof in design templates for resale.

3.3.3. Use the Content or parts thereof on greeting cards, t-shirts, postcards, posters, calendars or other items for sale.

3.3.4. Use the Content or parts thereof, fully or as a part of a trade-mark, trade-name, business name, logo or design mark.

3.3.5. Display the Content or parts thereof on websites designed for sales of print on demand products.

3.3.6. Incorporate Content or parts thereof in any product resulting in a redistribution of the Content.

3.3.7. Use the Content or parts of the content in a way that may be considered pornographic, obscene, defamatory or libellous in nature.

3.3.8. Use any Image in the Content that depicts a person to endorse a business, service or goods.

3.3.9. Use any image in the Content that depicts a person in a sensitive subject matter.

3.3.10. In situations when source code is contained within the Content or accompanying information / file(s), to reverse engineer, decompile, or disassemble any part of the source code.

3.3.11. Remove any notice of copyright, trade mark or other proprietary right from where it appears in the Content or its accompanying materials.

3.3.12. Distribute any Content i.e. sub-license, sell, lend or rent.

3.3.13. In any way transfer the rights to any Content or accompanying materials unless according to this Agreement.

3.3.14.  Use images limited to editorial use, for commercial / promotional purposes.

3.3.15. Either or individually or in combination with others, reproduce the Content, or an element of the Content, in excess of 100,000 times without obtaining an Extended License. This additional  royalty does not apply to advertisements in websites  or to broadcast by television, web cast or theatrical production.

4. Validity

4.1. This Agreement is valid until terminated. You, the customer can terminate the Agreement by destroying the Content and any Derivative work, as well as safety copies of the same, and cease to use the Content and Derivative work. If you fail to comply with this Agreement, the Agreement is automatically terminated, and you must destroy the Content and any Derivative work, as well as safety copies of the same, and cease to use the Content and Derivative work.

4.2. imageRstock may, without further obligation or any liability to You or any other person or entity, terminate this Agreement and Your license to use the Content by written notice in the event You fail to comply with any provision of this Agreement.  Upon any termination, cancellation or expiration of this Agreement, neither You nor any other person or entity covered by the license granted to You under this Agreement shall have any further right to make any use of the Content.

imageRstock's Liabillity

imageRstock entire liability concerning any claims arising out of your use of Content are to: 

a. On request to imageRstock permit the Content to be downloaded again or sent to you by e-mail 

b. If you still are unable to download the Content or receive the Content by e-mail magerStockPhoto will refund the actual fee paid by you for the Content, provided imageRstock  determines that you have been unable to download or receive the Content successfully.

imageRstock  's total maximum aggregate obligation and liability to any one subscriber for all claims shall be limited to five thousand  United States Dollars - US$5,000  - (the "Limits of Liability").

6. Warranty

The imageRstock website acts as an exchange of Content between our members (our Content providers) and our customers. Accordingly, imageRstock makes no warranty that any Content is royalty free. Statements regarding any rights and ownership of the Content are provided as a reference only. Questions regarding the usability for any purpose or proposed use should be directed to the member who provided the Content to our website.

7. Miscellaneous

7.1. You agree that you will not share your username and password combination. Your username and password are to be used only by you. Each person that desires to access the Imager site must have his own username and password and must purchase a subscription. You may use your subscription on ONE COMPUTER at any one time. If any two users on two separate computers are using the same username and password, we reserve the right to terminate that subscriber's account without refund or prior notice. We reserve the right to monitor accounts and institute mechanical or other means to stop users from sharing their login information. Customized subscriptions with multiple points of access are available from imageRstock

7.2. The materials are provided "as is" without representation, 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. imageRstock does not represent or warrant that the downloaded materials will meet your requirements or that their use will be uninterrupted or error free.

7.3. imageRstock do not warrant that the Downloaded Data Files or the ImagerStockPhoto website do not contain any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or harm computer equipment or software programs, and shall not be liable for any damages caused by your use of ImagerStockPhoto.com or your downloading of an Content from the same. IimageRstock use appropriate anti-virus and other protective software to reduce the risk, and similarly recommend that you install and use similar programmes.

7.4. In producing the End Use authorized hereunder, you shall limit access to the Content to those having a bona fide need to facilitate production or creation of any such authorized End Use.  Upon termination and/or expiration of the Term of this Agreement, you agree to cease use of all Content and shall promptly delete or destroy any digital copies, except that you may retain one copy of the permitted work you create incorporating the Content solely as necessary for archival purposes.  

- If use of Content is permitted on the Internet, or any other online or interactive media, you shall use your best efforts to protect the Content to ensure that it cannot be copied, and in the case of Footage, ensure that it remains in the linear production for which it was licensed and cannot be searched by shot and downloaded in broadcast or substantially comparable quality. 

8. Jurisdiction

This agreement will be governed by the laws of the Republic of  Latvia. 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. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. This contract shall be governed by the substantive law of Latvia.

9. Taxes

You agree to be responsible for, and pay any taxes (of all kinds) imposed by any jurisdiction as a result of the license(s) granted to you by imageRstock, and /or your use of any Content provided to you by imageRstock

10. DISCLAIMER

THE CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED WITH THE UNDERSTANDING THAT IMAGERSTOCK PHOTO DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR USE OF THIS WEB SITE AND THE MATERIALS AND INFORMATION CONTAINED HEREIN. ALL CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IMAGERSTOCK PHOTO BA AND ITS THIRD-PARTY CONTENT PROVIDERS SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR LOST REVENUES OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY

11.  Entire agreement. This Agreement and any listed restrictions constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications.  This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of imageRstock, provided that no purchase order or similar document issued by you shall modify this Agreement even if signed by imageRstock.  If imageRstock performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, acts of terrorism, flood, fire, explosion, other act of nature, the public enemy, or any other matter not within Imagers’ reasonable control, then the date for performance shall be extended by the time of such delay.  If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms.  Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible.  This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without imageRstock's prior written consent.  

12.  ACKNOWLEDGEMENT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTRACT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE CONTRACT BETWEEN YOU AND imageRstock, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR CONTRACT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND imageRstock RELATING TO THE SUBJECT OF THIS CONTRACT.




Royalty Free Extented

End-User License Agreement (Extended Royalty Free License)

Please read this Agreement carefully before purchasing or using any content from http://www.imagerstock.eu

 

1. Legal Contract


This is a legal contract between you and  http://www.imagerstock.eu  (also sometimes referred to herein as imageRstock). By downloading Content (as defined below) from our website, you have agreed to be bound by the terms of this Agreement in respect of that Content. If you do not accept or agree with these terms do not download the Content.

2.  Content

The Content is provided under the terms in this agreement. By content is meant any photographic image you are downloading from the imageRstock website in conjunction with you accepting this imageRstock Royalty Free End-User License Agreement.

All Images on the imageRstock website are protected by Latvian and international copyright laws and treaties. imageRstock and/or the various artists who provide content to imageRstock ("Submitters") own all rights, including the copyrights in and to the Images. imageRstock and/or its Submitters reserve all rights in and to the Images not expressly granted to you by the terms of this license. Your rights to use any Image are subject to this license agreement and are conditioned upon your payment to imageRstock for your use of the Images. If you fail to make any payment to imageRstock when due, or if any check is dishonored or credit card charge refused or charged back, your account will be deemed delinquent. Provided that your account was current at the time you downloaded an Image and you were not otherwise in breach of any of the terms hereof (or of the terms of any other agreement between you and imageRstock), you have the right to use the downloaded Image, subject however, to the terms of this agreement. If your account becomes delinquent, your right to use any Images downloaded at any time shall automatically terminate unless all payments together with any interest, bank charges and credit card processing fees are received by imageRstock no later than fifteen (15) days from the date that your account became delinquent.

Use of Content

Only you are permitted to use the content. Any other person who wish to use the content, must by themselves register and download the content from http://www.imagerstock.eu

 

License 

3.1 You are hereby granted a perpetual, non-exclusive, non-transferable license to use the content on the terms and conditions contained and agreed upon in this agreement. This is not a sale. The intellectual property rights are still owned by imageRstock or our suppliers (the Authors). Unless the activity is expressly permitted, the activity is not legal. Any and all licenses granted by imageRstock are conditioned upon your compliance with all provisions of this Agreement, and ImageRstock’s receipt of full payment by you. Any and all license(s) granted to you hereunder and your right to use the Content shall immediately terminate upon your failure to comply with any provision of this Agreement, in which case imageRstock shall be entitled to pursue all other remedies available under copyright and other laws.    

   

3.2. The following activities are legal, and you may:

- Install the downloaded Content in one location.

- Physically transfer the downloaded content the content and its archives from one location to another. However, the content may only be used in one location at a time.

- Make one (1) backup copy. The proprietary notices must also be reproduced at this single back-up copy.

- Make an  unlimited number of reproductions.

- Make an  unlimited number of electronic templates for e-greeting or similar cards, electronic templates for web or applications development, PowerPoint or Keynote templates, screensavers, and email or brochure templates.

- Create Derivative Works, meaning a new original which incorporates but is not substantially similar to the Content, by incorporating the Content or parts of the Content into your own work.

- Use the Derivative Work(s) in the same manner as for the original Content.

   The content can be used in the following applications:

3.2.1. In items for resale, license, or other distribution, including:

  1. up to 100,000 cards, stationery items, stickers, or paper products,
  2. up to 10,000 posters, calendars, mugs, or mouse pads,
  3. or up to 2,000 t-shirts, apparel items, games, toys, entertainment goods, or framed  artwork.

3.2.2. Advertising, promotional and editorial items including: greeting cards, t-shirts, postcards, posters, phone cards, credit cards, CD covers, cassette covers, board games, calendars, magazines, newspapers, advertising, catalogues, flyers, brochures, reports, disposable packaging, book covers, educational textbooks, packaging, film and video presentations, commercials, books and book covers.

3.2.3. Digital presentations and digital documents for advertising, promotional and / or informational purpose.

3.2.4. Online and / or electronic publications. This includes web pages to a maximum of  (1200x800) pixels.

3.2.5. Prints and reproductions for personal use.

3.2.6. Only You may use the Content and the End Use must be solely for your own use.

For the purpose of reproduction Transfer files containing Content or Derivative Work(s) to your clients, printers, or ISP. The rights granted under this Paragraph include the right to make the Royalty-Free Content available to ten (10) separate individuals  (cumulatively over the Term) for the sole purpose of manipulating or otherwise using the Royalty-Free Content to create the End Use according to the terms provided herein (“Users”), in any and all media now known or hereafter devised. This provided that such parties shall have no further rights to use the Content without themselves register, accept and apply to this Royalty Free end-user agreement. You must obtain an additional license and pay Corbis the applicable one-time flat fee in order to make the Content available to more than ten (10) Users. 

 

3.3 You may NOT do anything with the Content unless it is expressively allowed. For further clarification (thus NOT representing all illegal activities or use), the following activities are NOT legal, and you may NOT:

3.3.1. Provide a copy of the Content, or any parts thereof, or allow anyone access to the Content, or any parts thereof unless it is permitted according to the section above.

3.3.4. Use the Content or parts thereof, fully or as a part of a trade-mark, trade-name, business name, logo or design mark.

3.3.5. Display the Content or parts thereof on websites designed for sales of print on demand products.

3.3.6. Incorporate Content or parts thereof in any product resulting in a redistribution of the Content.

3.3.7. Use the Content or parts of the content in a way that may be considered pornographic, obscene, defamatory or libellous in nature.

3.3.8. Use any Image in the Content that depicts a person to endorse a business, service or goods.

3.3.9. Use any image in the Content that depicts a person in a sensitive subject matter.

3.3.10. In situations when source code is contained within the Content or accompanying information / file(s), to reverse engineer, decompile, or disassemble any part of the source code.

3.3.11. Remove any notice of copyright, trade mark or other proprietary right from where it appears in the Content or its accompanying materials.

3.3.12. In any way transfer the rights to any Content or accompanying materials unless according to this Agreement.

3.3.13.  Use images limited to editorial use, for commercial / promotional purposes.

4. Validity

4.1. This Agreement is valid until terminated. You, the customer can terminate the Agreement by destroying the Content and any Derivative work, as well as safety copies of the same, and cease to use the Content and Derivative work. If you fail to comply with this Agreement, the Agreement is automatically terminated, and you must destroy the Content and any Derivative work, as well as safety copies of the same, and cease to use the Content and Derivative work.

4.2. imageRstock may, without further obligation or any liability to You or any other person or entity, terminate this Agreement and Your license to use the Content by written notice in the event You fail to comply with any provision of this Agreement.  Upon any termination, cancellation or expiration of this Agreement, neither You nor any other person or entity covered by the license granted to You under this Agreement shall have any further right to make any use of the Content.

imageRstock's Liabillity

imageRstock entire liability concerning any claims arising out of your use of Content are to: 

a. On request to imageRstock permit the Content to be downloaded again or sent to you by e-mail 

b. If you still are unable to download the Content or receive the Content by e-mail magerStockPhoto will refund the actual fee paid by you for the Content, provided imageRstock  determines that you have been unable to download or receive the Content successfully.

imageRstock  's total maximum aggregate obligation and liability to any one subscriber for all claims shall be limited to five thousand  United States Dollars - US$5,000  - (the "Limits of Liability").

6. Warranty

The imageRstock website acts as an exchange of Content between our members (our Content providers) and our customers. Accordingly, imageRstock makes no warranty that any Content is royalty free. Statements regarding any rights and ownership of the Content are provided as a reference only. Questions regarding the usability for any purpose or proposed use should be directed to the member who provided the Content to our website.

7. Miscellaneous

7.1. You agree that you will not share your username and password combination. Your username and password are to be used only by you. Each person that desires to access the Imager site must have his own username and password and must purchase a subscription. You may use your subscription on ONE COMPUTER at any one time. If any two users on two separate computers are using the same username and password, we reserve the right to terminate that subscriber's account without refund or prior notice. We reserve the right to monitor accounts and institute mechanical or other means to stop users from sharing their login information. Customized subscriptions with multiple points of access are available from imageRstock

7.2. The materials are provided "as is" without representation, 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. imageRstock does not represent or warrant that the downloaded materials will meet your requirements or that their use will be uninterrupted or error free.

7.3. imageRstock do not warrant that the Downloaded Data Files or the ImagerStockPhoto website do not contain any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or harm computer equipment or software programs, and shall not be liable for any damages caused by your use of ImagerStockPhoto.com or your downloading of an Content from the same. IimageRstock use appropriate anti-virus and other protective software to reduce the risk, and similarly recommend that you install and use similar programmes.

7.4. In producing the End Use authorized hereunder, you shall limit access to the Content to those having a bona fide need to facilitate production or creation of any such authorized End Use.  Upon termination and/or expiration of the Term of this Agreement, you agree to cease use of all Content and shall promptly delete or destroy any digital copies, except that you may retain one copy of the permitted work you create incorporating the Content solely as necessary for archival purposes.  

- If use of Content is permitted on the Internet, or any other online or interactive media, you shall use your best efforts to protect the Content to ensure that it cannot be copied, and in the case of Footage, ensure that it remains in the linear production for which it was licensed and cannot be searched by shot and downloaded in broadcast or substantially comparable quality. 

8. Jurisdiction

This agreement will be governed by the laws of the Republic of  Latvia. 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. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. This contract shall be governed by the substantive law of Latvia.

9. Taxes

You agree to be responsible for, and pay any taxes (of all kinds) imposed by any jurisdiction as a result of the license(s) granted to you by imageRstock, and /or your use of any Content provided to you by imageRstock

10. DISCLAIMER

THE CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED WITH THE UNDERSTANDING THAT IMAGERSTOCK PHOTO DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR USE OF THIS WEB SITE AND THE MATERIALS AND INFORMATION CONTAINED HEREIN. ALL CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IMAGERSTOCK PHOTO BA AND ITS THIRD-PARTY CONTENT PROVIDERS SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR LOST REVENUES OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY

11.  Entire agreement. This Agreement and any listed restrictions constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications.  This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of imageRstock, provided that no purchase order or similar document issued by you shall modify this Agreement even if signed by imageRstock.  If imageRstock performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, acts of terrorism, flood, fire, explosion, other act of nature, the public enemy, or any other matter not within Imagers’ reasonable control, then the date for performance shall be extended by the time of such delay.  If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms.  Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible.  This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without imageRstock's prior written consent.  

12.  ACKNOWLEDGEMENT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTRACT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE CONTRACT BETWEEN YOU AND imageRstock, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR CONTRACT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND imageRstock RELATING TO THE SUBJECT OF THIS CONTRACT.