1. License
Subject to these Terms and Conditions, you are granted a non-exclusive, non-transferable, non-sublicensable and limited license to access, download and use any of the Contents made available on the Website in accordance with the following categories of license.
1.1. Browsing Right
- 1.1.1. You are entitled to use the watermarked Contents on the Website (“Watermarked Contents”) on a complimentary basis for viewing purposes only.
- 1.1.2. Watermarked Contents cannot be shared with or redistributed to any third party/ies, or used for any commercial purpose or incorporated into any other materials for non-personal and/or non-private use.
1.2. Commercial License
- 1.2.1. If you are an Authorized User (as defined below) and you have purchased a commercial license, you are granted a non-exclusive, non-transferable, non-sublicensable and limited license to access, download and use the Licensed Contents (as defined below) in digital, print, or in any other medium or format, subject to the restrictions set forth under these Terms and Conditions (the “Licensed Contents”).
- 1.2.2. If you are purchasing the license on behalf of your employer or customer, then subject to your warranty and representation that you have the full legal authority to bind your employer or customer (as the case may be) to these Terms and Conditions, your employer or customer, as the case may be, can use the Licensed Contents subject to these Terms and Conditions. If you do not have such legal authority, then your employer or customer will not be entitled to use the Licensed Contents.
- 1.2.3. If an Authorized User is an organization, you accept full responsibility for any breach of these Terms and Conditions by any person within your organization or in connection with your account. You shall, upon request of Jewish Life Photo Bank, provide reasonable evidence showing that any individual who uses any license granted pursuant to these Terms and Conditions is an Authorized User.
- 1.2.4. An “Authorized User” means you, as an organization or as an individual, who has paid the applicable subscription or other license fee for the use of the Licensed Contents in accordance with these Terms and Conditions.
- 1.2.5. “Licensed Contents” mean those Contents for which the applicable subscription or other license fee has been paid and which have been validly licensed to an Authorized User for use under these Terms and Conditions.
- 1.2.6. From time to time, Jewish Life Photo Bank may offer bulk license discounts on the Licensed Contents. Jewish Life Photo Bank reserves the right to amend, revise or add the bulk license discounts or new member subscription fee or any other discounts, promotions or offers without prior notice.
- 1.2.7. Jewish Life Photo Bank may discontinue licensing any of the Contents at any time in its sole discretion.
- 1.2.8. In addition, upon receipt of any threat or claim of infringement of any third party’s right, Jewish Life Photo Bank may require you, at your own cost and expense, to immediately cease any use of the Licensed Contents in question and to delete and remove any copies thereof and procure that the same is done by your employer, customers, and organization, mutatis mutandis. You hereby agree and undertake to immediately do so upon Jewish Life Photo Bank’s request. Jewish Life Photo Bank will make reasonable commercial efforts to provide you with replacement Licensed Content of the same price value, free of charge, subject to the applicable Terms and Conditions.
2. Limitations on Use
You and all Authorized Users are prohibited from using the Contents in any way that allows any third party (without obtaining a license from Jewish Life Photo Bank) to download, store, edit, sell, reproduce, transmit, disseminate, adapt, circulate, broadcast, publish, display, copy, distribute, use or create derivative work from, any Contents by any means, in any manner or for any purpose, and/or authorizing or permitting any person to do the same.
1.1. For Watermarked Contents, you shall not use such Contents for any commercial, promotional, advertising or merchandising purpose. You are only entitled to a browsing right of such Contents.
1.2. You agree to use the Contents in accordance with all applicable laws, regulations, rules, and orders of any government, administrative authority or court, and not to use any Contents for any unlawful or unauthorized purposes or in any illegal, unauthorized, defamatory, pornographic or unreputable manner. Without derogating from the generality of the aforesaid, you may not use any of the Contents in any manner that is deemed by Jewish Life Photo Bank or would otherwise be deemed by a reasonable person to offend, disparage, objectify, degrade, undermine and/or harm the subject material of the Contents and/or the Objectives, including without derogation, use in any misogynistic, antisemitic or otherwise racist context, and/or for promoting any missionary or any other proselytizing activities.
1.3. You may not alter any of the Contents; and without derogating from the generality of the aforesaid, you may not engage in any censorship with respect to the Contents, including without derogating, editing out the image of any women displayed in the Contents.
1.4. You may not remove, cancel or alter any watermark, copyright or other proprietary notices contained in the Contents.
1.5. You may not use any of the Contents as part of a trademark, service mark, device mark, logo, trade name, business name or company name.
1.6. You may not falsely represent that you are the original creator of any of the Contents or of an end product that is based solely or substantially on the Contents.
1.7. You may not use content in any way that allows others to download, extract, or redistribute any of the Contents as a standalone file, including without derogation, in connection with “on demand” products (e.g., products in which a licensed image is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items, including the sale of products through custom designed websites.
1.8. You may not use the caption information, keywords, accompanying text, or other metadata associated with any of the Contents separate and apart from such Contents, or allow any third parties to access or use any such information associated with such Contents.
3. User Account
2.1. You have to be registered as a member before you can purchase any license from Jewish Life Photo Bank. You will be solely responsible for tracking all activities for your user account and to keep your user name and password secure and confidential. You will immediately notify Jewish Life Photo Bank in writing if you become aware of any security breach or unauthorized use of your account. You shall be fully responsible for all activities occurring under your account and you acknowledge and agree that Jewish Life Photo Bank has the right to monitor downloads and user activities and has the right to suspend or terminate your account if you are found to be in breach of any of these Terms and Conditions, without prejudice to any of Jewish Life Photo Bank’s rights and remedies against you for such breach.
4. Intellectual Property Rights
3.1. All rights (including all intellectual property rights), title and interest in the Contents, in any formats and media throughout the world, including all copyrights and trademarks therein, belong exclusively to Jewish Life Photo Bank and/or the relevant third party suppliers of the Contents. You, any Authorized User, your employer, customers or any other persons within your organization, absolutely acquire no right, title or interest in the Contents or copies thereof save and except for the limited license to access, download and use the same as provided under these Terms and Conditions.
3.2. You agree to use reasonable efforts to protect the rights, title and interest of Jewish Life Photo Bank and/or third party suppliers of the Contents during and after the term of the licenses granted for the Licensed Contents and to comply with all reasonable requests made by Jewish Life Photo Bank to protect such rights, title and interest (including but not limited to executing any document to confirm Jewish Life Photo Bank’s and/or third party suppliers’ ownership of such rights, titles and interests in the Contents).
3.3. You acknowledge that in the event of infringement of any of the said rights, title and interest by you, an Authorized User or any persons through your account:
- 3.3.1. Jewish Life Photo Bank shall be entitled to immediately terminate this Agreement and restrict any further access, download or use of the Contents by you or your Authorized Users, provided that all fees already paid to Jewish Life Photo Bank for Licensed Contents prior to such termination shall not be refundable, and you shall also pay Jewish Life Photo Bank upon demand all accrued fees, charges and other costs and expenses which would have been payable by you to Jewish Life Photo Bank for the Licensed Contents on or before the date of termination.
- 3.3.2. Jewish Life Photo Bank and the third party suppliers of the Contents shall suffer irreparable harm not compensable by money damages. Accordingly, you hereby irrevocably agree that Jewish Life Photo Bank and the third party suppliers of the Contents shall be entitled to injunctive relief against you to enforce the said rights, title and interest in addition to any other remedy at law or under these Terms and Conditions.
3.4. Jewish Life Photo Bank reserves all rights not expressly granted in and to the Contents and the Website.
5. Fees and Payment
4.1. In consideration of the license, right and/or benefit to the Contents provided to you, you agree to pay Jewish Life Photo Bank such subscription or other license fees as set forth in an applicable purchase order or as otherwise agreed with Jewish Life Photo Bank. The fees shall be paid before downloading the Contents. All license fees paid to Jewish Life Photo Bank are nonrefundable.
4.2. You are solely responsible for any and all taxes, duties and charges imposed by any jurisdiction as a result of the license granted to you under these Terms and Conditions or of your use of the Contents.
6. Website Terms of Use
5.1. The Website is intended to provide you with information about our services and/or products as well as provide you with access to our platform. Contents on the Website are provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
5.2. You shall not: (i) copy, distribute or modify any part of the Website without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Website; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Website; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Website.
5.3. The Website may permit the submission, hosting, sharing and publishing of Content by you and other users (“User Submissions”).
- 5.3.1. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all Content posted on the Website (including User Submissions) at any time and for any reason.
- 5.3.2. You represent and warrant that you own or have the necessary rights and permissions to use and authorize Jewish Life Photo Bank to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Website and these Terms. Unless the User Submissions are separately referred to, all references herein to Content shall include references to User Submissions.
- 5.3.3. By submitting the User Submissions to Jewish Life Photo Bank, you hereby grant Jewish Life Photo Bank a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Website and Jewish Life Photo Bank’s business, including without limitation to share you User Submissions with third parties and/or for redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Website or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with these Terms.
- 5.3.4. You agree that you will not display, post, submit, publish, upload or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, misogynistic, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; or (viii) is otherwise malicious or fraudulent.
7. Privacy
We will use any personal information that we may collect or obtain in connection with the Website in accordance with our privacy policy which is available at www.jewishlifephotos.com. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.8. Termination
7.1. This Agreement is effective until it is terminated by Jewish Life Photo Bank or you. You may terminate this Agreement by:
- 7.1.1. accessing the relevant feature in “My Account” on the Website or by contacting us via the contact information provided on the “Contact Us” page of the Website; and
- 7.1.2. ceasing any use of the Watermarked Contents or Licensed Contents; and
- 7.1.3. deleting and destroying all copies of the Contents.
7.2. Jewish Life Photo Bank may terminate this Agreement with you or your account if you, in Jewish Life Photo Bank’s reasonable belief, fail to comply with any of these Terms and Conditions, or if you become, or are in jeopardy of becoming, insolvent.
7.3. Where this Agreement is being terminated under Section 8.1 or 8.2, you shall:
- 7.3.1. pay Jewish Life Photo Bank all accrued fees, charges and other costs and expenses which would have been payable by you to Jewish Life Photo Bank as at the date of such termination. All fees or costs already paid to Jewish Life Photo Bank prior to such termination shall not be refundable;
- 7.3.2. cease all access, downloading or use of the Contents;
- 7.3.3. delete and destroy all copies of the Contents and remove and delete all digital copies from your servers;
- 7.3.4. remove and delete the Contents from any social media platform or other third party websites or platforms; and
- 7.3.5. confirm to Jewish Life Photo Bank, upon its request, that you have duly complied with these requirements.
7.4 Any termination of this Agreement shall not affect any accrued rights or liabilities of either party, including rights to injunctive relief, before the date of termination.
7.5. All provisions which by their nature should survive termination or expiration, including without derogation Sections 4, 5 and10 shall survive the termination or expiration of this Agreement.
9. Warranty and Limitation of Liability
8.1. All Contents are owned by Jewish Life Photo Bank and/or the relevant third party suppliers of the Contents. Jewish Life Photo Bank warrants that to its best knowledge, it has the right and authority to make the Contents available to you pursuant to these Terms and Conditions. However, Jewish Life Photo Bank is not responsible or liable for and does not accept liability for any claims, modifications or edits made to the Contents or to the Website. Jewish Life Photo Bank does not endorse or approve any end product incorporating the Contents or displayed on the Website.
8.2. Any license granted under these Terms and Conditions does not include any grant of right or provide any warranty with regard to the use of names, people, trademarks, logos, designs, works of art or architecture depicted or contained in the Contents. In such cases, you are solely responsible for determining whether any further release is required for your use of the Contents. Jewish Life Photo Bank shall not be responsible for any direct or indirect damage or loss or claims caused by or in connection with the use of or reliance on any such Contents.
8.3. You further acknowledge that the Contents are provided to you “AS IS” and “AS AVAILABLE” and Section 9.1 contains the only warranty made by Jewish Life Photo Bank in relation to the Contents and any and all other warranties of any kind whatsoever are hereby expressly excluded and disclaimed. Without limiting the generality of the preceding sentence, to the full extent permitted by law, Jewish Life Photo Bank hereby expressly disclaim warranty of any kind, whether express or implied, statutory or otherwise, including, but not limited to, merchantability, quality or fitness for a particular purpose or that its use will be uninterrupted or error free.
8.4. While Jewish Life Photo Bank and third party Contents suppliers have made reasonable efforts to categorize, keyword, caption and title the Contents, they do not warrant the accuracy of such information or of any metadata provided with the Contents.
8.5. You agree that to the extent permitted by applicable law, the liability of Jewish Life Photo Bank and third party Contents suppliers for any damages, losses, costs and expenses arising out of or related to the Contents, whether in contract, equity, negligence or otherwise, shall be limited to and not exceed, in the aggregate for all claims and causes of action of any kind, the total amount actually paid by you for the Contents. In no event shall Jewish Life Photo Bank or the third party Contents suppliers be liable to you or any Authorized User or any other party for any incidental, consequential, special, economic, punitive or indirect loss or damages of any kind incurred by you or such other party, arising out of or in connection with the use of the Contents or this Agreement, even if Jewish Life Photo Bank has been advised of the possibility of such loss or damages.
10. Indemnification
You agree to indemnify and hold the third party Contents suppliers, Jewish Life Photo Bank and all of Jewish Life Photo Bank’s directors, members, officers, employees, contractors and consultants harmless from and against any and all claims, losses, liability, costs and expenses (including legal costs) arising from or relating to any violation of these Terms and Conditions or of any third party’s rights (including intellectual property rights) by you, any Authorized User or any person using your account, whether or not authorized by you.
11. Miscellaneous
10.1. In the event of any inconsistency between these Terms and Conditions and any purchase order sent by you, these Terms and Conditions shall prevail.
10.2. This Agreement is personal to you. You may not assign, sub-contract, sub-license or transfer this Agreement, whether in whole or in part, and/or any of your rights or obligations hereunder to any third party without the prior written consent of Jewish Life Photo Bank. We reserve the right to assign, sub-contract, sub-license or transfer this Agreement and/or any of our rights or obligations hereunder to any third party.
10.3. Any notice required to be given to us hereunder shall be sent via the Website. All notices to you shall be sent by email to your email address as set out in your user account. Notices shall be deemed to have been properly given on the next working day after sending the electronic mail to you with no bounce back.
10.4. We shall not be liable to you for delays or failures in performance resulting from causes beyond our reasonable control, including, but not limited to, acts of God, pandemics, labor disputes or disturbances, power shortage or disruption, internet interruption, system malfunction, riots, acts of war, governmental regulations, communication or utility failures, or casualties.
10.5. If any provision of these Terms and Conditions is held by any court or other competent authority to be void, invalid or unenforceable in whole or in part, such provision shall be valid and enforceable to the extent permitted by law or applicable rules, and the validity and enforceability of the other provisions in these Terms and Conditions shall not be affected thereby.
10.6. No failure or delay on the part of any parties to exercise any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by such party of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
10.7. This Agreement is the complete and exclusive agreement between you and Jewish Life Photo Bank regarding the specific subject matter of this Agreement and supersedes in its entirety all prior agreements, understandings and communications, oral or written, between the parties hereto regarding the specific subject matter of this Agreement and contains all of the representations made by each party to the other relating to such subject matter hereof.
10.8. These Terms and Conditions and any disputes arising hereunder or related hereto (whether for breach of contract, tortious conduct or otherwise) (“Disputes”) shall be governed by and construed in all respects in accordance with the laws of the State of Israel without reference to its conflicts of law principles that would result in the application of the laws of another jurisdiction. Should the parties fail to resolve any Dispute amicably, such Dispute shall first be submitted to arbitration to be held in Israel, according to the provisions of the Israel Arbitration Law, 1968 by one arbitrator appointed in accordance with the said provisions, and the parties hereby confirm that the provisions of this Section shall serve as an arbitration agreement.
