Royalty-Free End User License Agreement

Definitons

Authorized User(s)

Any individual who is your officer, director, employee, agent, contractor, or who has been authorized by you to access the Content.

Content

Individually and collectively, any digital content, including photographs, illustrations, animations, films or video footages, music and other audio files, 3D models, data files, project files and templates, other audio/visual works or other material that you are downloading from the Website, together with any accompanying material and metadata.

Content Information

Information, documentation, tags, annotations and other metadata of the Content that are available on the Website or provided by us to you.

Content User(s)

Anybody using the Content, including Licensee, subcontractors, end-users and clients.

Contributor(s)

Individual owner(s) and copyright holder(s) of the Content or one authorized by written agreement with owner(s) and copyright holder(s) to represent the Content and enter into this Agreement on behalf of copyright owner(s).

Editorial

Still photographs and video appearing under the Editorial tab/section.

End Product

A work created by or on behalf of you that incorporates the Content together with other substantial independently created works, so that it is larger in scope and different in nature than the Content.

Image(s)

Still photographs, vectors, drawings, graphics and the like.

Royalty-Free

The licensing of Content for a broad category of uses for one license fee without any time restriction.

QwertyStock, we, us and our

QwertyStock Private Limited.

QwertyStock Parties

Collectively, QwertyStock, our Subsidiaries, our Affiliates and their respective directors, officers, employees, shareholders, partners and agents.

Sell, sold

Sell, license, sub-license, rent, lend, convey, assign, gift, or otherwise transfer or distribute for any type of fee or charge

Visual Content

Refers collectively to Editorial, Images and Video.

Website

Our internet site at www.qwertystock.com and other internet sites of QwertyStock, our Subsidiaries and our Resellers.

1. License Terms

   1. Subject to the terms of this License Agreement, QwertyStock grants you a perpetual, worldwide, non-transferable, non-exclusive right to use, modify, reproduce, transmit and display, in whole or in part, and right to create derivative works with respect to the Content, in any and all media for all uses other than the restrictions in the Restrictions on Use Section below and subject to the limitations set forth herein.
   2. Anything you produce using the Content must be for your own use, or for the use of your employer, client or customer, who must be the end-user of your work.
   3. Non-transferable" as used herein means that except as specifically provided in this Agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify QwertyStock of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please contact Customer Service.

2. Seat Restrictions

   1. This Agreement authorizes one (1) natural person (user) to license, download and use the Content. You are, however, allowed to transfer materials or derivative work containing the Content to third parties for reproduction within the scope of the permitted uses, with the provision that they do not receive any additional rights to the Content and cannot access the Content or extract them from materials you provided
   2. Shared and simultaneous use of the same account by multiple users (including employees, co-workers or independent contractors) is not permitted. Each user needing to access and use the Content must have his/her own account.

3. Licenses specific to the Content type

   1. A Standard Image License grants you the right to use Images:

      1. As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile “apps”, software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations set forth below;
      2. Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 500,000 times in the aggregate;
      3. As part of an “Out-of-Home” advertising campaign, including on billboards, street furniture, etc., provided the intended audience for such campaign is less than 500,000 gross impressions;
      4. Incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known of hereafter devised, without regard to audience size, provided the budget for any such production does not exceed SGD $20,000;
      5. For your personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).

   2. An Enhanced Image License grants you the right to use Images (which rights are in addition to those granted by the Standard Image License above and exclusive to Enhanced Image Licenses):

      1. In any manner permitted under a Standard Image License, without any limitation on the number of reproductions, impressions, or budget;
      2. Incorporated into merchandise intended for sale or promotional distribution (collectively, “Merchandise”), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such Merchandise incorporates material creative or functional elements apart from the Image(s);
      3. In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by you or your client, and not for sale;
      4. Incorporated as elements of digital templates for sale or distribution.

   3. A Standard Video License grants you the right to use Video:

      1. In a multi-media production displayed or distributed via the web, on social media, using so-called “apps”, or as otherwise disseminated in accordance herewith (see restrictions for distribution limitations), provided the audience for such production does not exceed 500,000, it being understood that the use of VIdeo in a multi-media production distributed via broadcast, cable network, OTT video service, or in theaters is expressly prohibited under this license, irrespective of audience size;
      2. In connection with a live performance, provided the audience for all such performances does not exceed 500,000 people;
      3. On websites.

   4. An Enhanced Video License grants you the right to use Video:

      1. In a multi-media production displayed or distributed via the web, on social media, using so-called “apps”, and expressly including the right to distribute via broadcast, cable network, OTT video service, or in theaters, with no limitation on audience size;
      2. In connection with a live performance, with no limitation on audience size;
      3. In Digital Templates for resale, for up to (but not exceeding) 1,000 license to such digital templates;
      4. On websites.

   5. An Editorial License grants you the right to make a single, editorial use of an item of Editorial content, which single use may be distributed worldwide perpetually as expressly permitted below:

      1. A “single use” for the purposes of this license permits the use of Editorial content in a single context (i.e., a news story, blog post, page of a publication) a single time, provided you shall have the right to distribute that use in-context across unlimited mediums and distribution channels. For example, the use of Editorial content to illustrate a printed article, may be reused on a blog, on social media, etc., provided it is in-context to the original printed article. Any use not in-context to the original printed article would require an additional license.
      2. An “editorial use” for the purposes of this license shall be a use made for descriptive purposes in a context that is newsworthy or of human interest and expressly includes commercial uses such as advertising or merchandising.
      3. Any use of Editorial Content licensed hereunder is further subject to those express restrictions set forth in the Restriction of Use section below (prohibiting any use distributed via broadcast/cable/OTT, on publication covers, and in print runs in excess of 500,000) as well as any “special restrictions” (e.g. geographical or industry-specific-usage restrictions) indicated on the image detail page and/or included in the metadata attached to an item of Editorial Content.
      4. All Editorial content shall be deemed “Editorial Use Only” for the purposes of this Agreement.
      5. Not all Editorial content is available for license from the QwertyStock website, nor may it be available for all subscriptions. You understand that the Editorial content available for license can change at any time and you shall have no right to demand to license any particular item of Editorial content.

4. Restrictions on Use

   1. Except as provided herein, you may not:

      1. Use Content other than as expressly provided by the license you purchased in respect to such Content;
      2. Resell, convey, assign, share or otherwise transfer or distribute any portion of the Content or the rights granted under this Agreement. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a “gallery” of content through which third parties may search and select from such content;
      3. Use Content marked as “Editorial Use Only” (including, but not limited to, Editorial content) for commercial purposes, including for reference, in any advertising, merchandise or other non-editorial contexts;
      4. Modify Content designated as “Editorial Use Only” in a manner that changes the context of what is depicted;
      5. Use any Content (in whole or in part) as a logo, trademark, service mark, or other indication of origin, or as part thereof;
      6. Use any Content in a pornographic, defamatory, libelous, deceptive, or otherwise obscene or illegal manner, whether directly or in context or juxtaposition with other subject matter and materials. The Content may not under any circumstances be used in a way that would defame, malign, slander, asperse, libel, or vilify the persons, property, countries, races, customs, cultures, religions, governments or military visible on the Content;

      7. Portray any person depicted in Content (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model:

         1. in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like;
         2. in connecting with the advertisement or promotion of tobacco products;
         3. in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint;
         4. as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities;
         5. engaging in immoral or criminal activities;
      8. Use any of the Content in any manner prohibited by any export laws, restrictions or regulations;
      9. Use Content in a manner that infringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition;
      10. Falsely represent, expressly or impliedly, that you or any person other than the copyright holder(s) of the Content are the original creator of the Content or an audio / visual work that derives a substantial part of its artistic components from the Content;
      11. Sell its End Product in such a way that permits Content Users to extract or access the Content as a stand-alone file;
      12. Without obtaining the prior written consent of QwertyStock and the payment of additional License Fees: include the Content in an electronic template intended to be used by third parties on electronic or printed products, or where the purpose is to create multiple impressions, whether online or not, including templates, backgrounds in video editing applications, electronic greeting cards, screensavers or wallpaper for mobile devices or any other electronic or printed matter;
      13. Use, sell, reproduce, distribute, display, incorporate into or otherwise make available the Content and any derivative work incorporating the Content, in whole or in part, as screensavers, templates, standalone backgrounds, stock elements, effects imagery elements, ‘hold’ music, ringtones or downloadable files. You may not distribute any Content via mobile devices or upload online that enables it to be downloaded or shared, including, without limitation, websites, electronic bulletin boards, P2P file sharing services, FTP, IRC, cloud storage services or the like. The Content and any derivative work containing the Content may not, in whole or in part, be included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. These restrictions apply even if the Content has been significantly altered;
      14. Use “stills” derived from Video except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Video;
      15. Use any Editorial content in a multi-media production distributed via broadcast, cable network, OTT video service (e.g. Netflix, Hulu, Amazon), or in theaters, or in related promotional materials;
      16. Use any Editorial content on a publication cover, jacket, or other packaging related to the underlying use;
      17. Use any Editorial content in a publication with a print run in excess of 500,000 copies.
   2. All copyrights, trademarks and service marks remain the exclusive property of the trademark or service mark proprietor. If there are any incidental trademarks or logos contained in the Content, you may not alter these items or use them in any way which implies an association with or an endorsement by the owner(s) of such trademarks, and the inclusion of these incidental trademarks in the Content does not in any way imply such association with or endorsement of this Content.
   3. Content shall not be used contrary to any restriction on use that is notified to you prior to or at the time the Content is delivered to you. Such restrictions may be included in the information provided with the Content on QwertyStock website or in any other communication by QwertyStock. Any such restriction provided to you shall be incorporated in this Agreement.
   4. Upon notice from QwertyStock, or upon your knowledge that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which QwertyStock may be liable herein, or if QwertyStock withdraws any Content due to perceived business risk as determined in QwertyStock’s reasonable discretion and gives you notice of such removal, you will physically remove the Content from your premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at your own expense. QwertyStock shall provide you with comparable Content (which comparability will be determined by QwertyStock in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
   5. If you use any Content as part of a work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to QwertyStock, upon QwertyStock’s reasonable request.

   6. Product Endorsement or Sensitive Use Disclaimer:

      If any Content featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person, you must accompany each such use with a conspicuous statement that indicates that the person is a model and the Content is being used for illustrative purposes only. These requirements are without prejudice to the obligations of QwertyStock regarding use of the Content contained elsewhere throughout this Agreement.

   7. Releases and Clearances:

      QwertyStock will notify you where it has obtained a model release and/or a property release for Content, either in the Website, or by other means. You agree not to use any Content in a politically partisan manner without written permission from QwertyStock, such approval may be withheld for any reason. Except as specifically notified by QwertyStock to you, We do not provide any copyright clearance or model or property releases with respect to the Content and grant no rights and make no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Content. You shall be solely responsible for determining whether a clearance or release is required in connection with any proposed use of such Content. You acknowledge that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes without their consent. QwertyStock makes no representations or warranties as to whether or not any additional fees or payments may be due to any trade union, trade organization or model depicted in Content.

5. Credit Attribution

   1. The use of Content in connection with news reporting, commentary, publishing, or any other “editorial” context, shall be accompanied by an adjacent credit to the QwertyStock contributor and to QwertyStock in substantially the following form: "[Contributor's name] / [Agency name, if any] / QwertyStock.com". You will also use reasonable efforts to provide a credit line hyperlink back to www.qwertystock.com (where applicable).
   2. If any Content is used in a film, television broadcast, documentary, audio/visual, multimedia project or any other works where crediting is customary, you shall use reasonable efforts to provide a credit line in the form: "Stock media provided by QwertyStock.com". The inclusion of a hyperlink back to www.qwertystock.com is optional.
   3. If and where commercially reasonable, the use of Content in Merchandise or an audio-visual production shall be accompanied by a credit to QwertyStock in substantially the following form: “Image(s) or Video (as applicable), used under license from QwertyStock.com”.
   4. Credit attributions are not required in connection with any other use of Content unless another stock content provided is afforded credit in connection with the same use. For clarity, attribution is always required for Editorial content.
   5. In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.

6. Payment

   1. All Content sales are final and cannot be returned. Except when required by law, QwertyStock shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your subscription is terminated before its expiration. You authorize QwertyStock to charge you all subscription fees for the duration of the term agreed to at the time of purchase. In the event that QwertyStock determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase. If you reside in the European Union and you cancel your account within fourteen (14) days of making a payment to QwertyStock, provided that you have not yet downloaded or licensed any Visual Content, QwertyStock will refund the payment made by you in connection with such a canceled account. To cancel your account, please contact Customer Service.
   2. Prices, offers and products are subject to availability and may change at any time.
   3. Following the expiration of your subscription plan, such plan will automatically renew on the same terms as your original plan purchase. You can disable automatic renewal at any time prior to renewal using your account settings. You expressly grant QwertyStock the right to charge you for each automatic renewal until you timely disable automatic renewal.
   4. The fees charged by QwertyStock are exclusive of taxes, and all such taxes, direct or indirect, shall be in addition to any fees related to the products you are buying. If QwertyStock is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, etc.) under the laws of your state or country of residence, you shall be responsible for paying any such indirect tax. Where QwertyStock or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
   5. The number of Content downloads available to you is determined by the product you purchase. For the purposes of this Agreement, a day is defined as a twenty four (24) hour period beginning at the time your product is purchased. A month is defined as a thirty (30) days (720 hours) period beginning at the time your product is purchased.
   6. Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.

7. Term and Termination

   1. In the event that you breach any of the terms of this or any other agreement with QwertyStock, QwertyStock shall have the right to terminate your account and any licenses purchased by you without further notice. In addition to QwertyStock’s other rights at law and/or equity, QwertyStock shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
   2. You can terminate this Agreement by giving us written notice.
   3. Upon termination, all Content Users must immediately (i) stop using the Content, and (ii) destroy the Content and any derivative works, along with any copies of it, from Content Users’ premises, computer systems and storage (electronic or physical).

8. QwertyStock Representations and Warranties

   1. Limited Warranty:

      QwertyStock warrants and represents that:

      1. QwertyStock’s contributors have granted QwertyStock all necessary rights in and to the Content to grant the rights set forth in the Licenses herein as applicable;

      2. Video and Images in its original unaltered form and used in full compliance with this Agreement and applicable law, will not:

         1. infringe any copyright, trademark or other intellectual property right;
         2. violate any third parties’ rights of privacy or publicity;
         3. violate any Singapore law, statute, ordinance, or regulation;
         4. be defamatory, libelous, pornographic or obscene;
      3. Editorial content in the original unaltered form and used in full compliance with this Agreement and applicable law, will not infringe a third party’s copyright, it being understood that the foregoing warranty does not apply to elements depicted in the Editorial content.

   2. EXCLUSIVE REMEDY:

      THE SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE LIMITED WARRANTY IS THE REPLACEMENT OF THE CONTENT OR REFUND OF THE PURCHASE PRICE, AT OUR OPTION.
   3. DISCLAIMER OF WARRANTIES EXCEPT AS PROVIDED IN THE LIMITED WARRANTY, QWERTYSTOCK AND OUR CONTRIBUTORS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WHETHER WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, PERFORMANCE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE IN TRADE. QWERTYSTOCK 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 OR PAYMENT OF PERFORMING RIGHTS OR OTHER SIMILAR FEES BE REQUIRED, YOU (AND NOT QWERTYSTOCK) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS OR PAYMENTS.
   4. QWERTYSTOCK MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS ‘QWERTYSTOCK REPRESENTATIONS AND WARRANTIES’ SECTION.
   5. While QwertyStock has made reasonable efforts to correctly categorize and tag keywords, captions, titles and other metadata of the Content, as well as the integrity of Visual Content designated “Editorial Use Only”, QwertyStock does not warrant the accuracy of such information. For the sake of clarity, QwertyStock will not indemnify or have any liability in respect to any claims arising from inaccurate keyword, titles or descriptions, any audio in Video.
   6. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such a context, you are solely responsible for obtaining any additional clearances thereby required.
   7. You should examine all Content for possible defects (whether digital or otherwise) before purchasing or using it. We shall not be liable for any loss or damage suffered by you or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Content or its caption or in any way from its reproduction.

9. Indemnification

   1. You assume full responsibility for the use of the Content. You agree to defend, indemnify and hold QwertyStock Parties harmless from and against any and all claims, lawsuits, demands, damages, torts, loss, liability, or expenses (including reasonable attorneys' fees and costs), arising out of or as a result of claims by third parties relating to your use of the Content outside the scope of this Agreement or any other breach of this Agreement by you, your end-users, customers, or anyone acting on your behalf.

10. Limitations of Liability

    1. IN NO EVENT SHALL QWERTYSTOCK PARTIES OR OUR CONTRIBUTORS BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE CONTENT, OR OTHERWISE, EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
    2. NOTWITHSTANDING ANY OTHER TERM IN THIS OR ANY OTHER AGREEMENT, NONE OF THE QWERTYSTOCK PARTIES OR OUR CONTRIBUTORS SHALL BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY YOU, ANY OF YOUR REPRESENTATIVES OR ANY THIRD PARTY OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.
    3. QWERTYSTOCK’S LIABILITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY YOU. THE PRICE STATED FOR THE CONTENT IS A CONSIDERATION IN LIMITING QWERTYSTOCK’S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

11. Miscellaneous Provisions

    1. You represent and warrant that you have full right and authority, and if you are an individual, you are over 18 years of age and have the capacity to enter into and create binding legal obligations set out in this Agreement.
    2. This Agreement is a license, not an agreement of sale. We and/or the Contributors will retain all other rights, including copyright and other proprietary rights in the Content, that are not specifically granted in this Agreement.
    3. Neither party may assign this Agreement, without the prior written approval of the other party, except that QwertyStock may assign this Agreement to a subsidiary, the entity that results from a merger or other corporate reorganization involving QwertyStock, or an antity that acquires all or substantially all of QwertyStock’s assets or capital stock.
    4. This Agreement shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This Agreement is governed and shall be construed in accordance with the laws of the applicable jurisdiction set forth in the “Choice of Law” section.
    5. You expressly agree that any feedback provided to you by QwertyStock or its representatives regarding any questions you may have about this Agreement or your use of Content licensed hereunder, is solely for the purpose of interpreting this Agreement and is not legal advice. QwertyStock cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by QwertyStock or its representatives.
    6. It is expressly understood and agreed that this Agreement is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this Agreement as to third parties
    7. Except as expressly set forth in the applicable license and warranties sections herein, QwertyStock grants no rights and makes no further warranties. QwertyStock only has model or property releases where expressly indicated on the QwertyStock website.
    8. Neither QwertyStock nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, QwertyStock’s breach of this Agreement, or otherwise, unless expressly provided for herein, even if QwertyStock has been advised of the possibility of such damages, costs or losses.

    9. Electronic Storage:

       For all Content that you take delivery of in electronic form, you must retain the copyright symbol, the name of QwertyStock and the Content item number, all metadata or other identification number associated with the Content may be included as part of the electronic file. You will take all reasonable measures to safeguard against unauthorized third-party access to the Content.

    10. Unauthorized Use:

        Any use of Content by you or your customers in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling QwertyStock to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting in a breach and from any breach or copyright infringement, including any claims by third parties.

    11. Inspection:

         Upon reasonable notice, QwertyStock may inspect any records, accounts and books relating to the use of any of the Content to ensure that the Content is being used in accordance with this Agreement.

    12. Copyright and Copyright Notice:

        All Content is copyright QwertyStock or its licensors and is protected by Singapore Copyright laws, United States Copyright laws, international treaty provisions and other applicable laws. No title or intellectual property rights in the Content are transferred to you. You agree to provide copyright attribution as requested.

    13. Withdrawal:

        QwertyStock shall have the right to withdraw Content because of actual or threatened litigation with respect to the Content; any binding declaration or order issued by a competent court or government authority that prevents the content from being distributed; or any reason beyond our control. We shall give you as much advance notice as practicable of any such withdrawal. You acknowledge that our right to withdraw content pursuant to this paragraph is of a special and unique character which gives it a peculiar value and that your license or other exploitation of Content after the effective date of a notice of withdrawal could cause us irreparable injury and damage. You, therefore, agree that in addition to any right or remedy granted QwertyStock hereunder, we shall be entitled to injunctive and other equitable relief against you to prevent any exploitation after the effective date of a notice of withdrawal.

    14. Third party:

        If you are agreeing to these terms on behalf of someone else (like your employer), you represent and warrant that you have full legal authority to bind that third party. In the event that you do not have such authority, you agree that you will be personally liable to QwertyStock for any breaches of the terms of this Agreement.

    15. Survival:

        Any provisions that by their sense and context are intended to survive the termination of this Agreement shall survive such termination. Any cause of action that QwertyStock may have against you for breach of this Agreement prior to the date of termination shall survive such termination.

    16. Severability:

        If any individual term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

    17. Interpretation:

        Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion we mean our sole discretion.

    18. Choice of Law:

        This Agreement will be governed in all respects by the laws of the Republic of Singapore, without reference to its laws relating to conflicts of law. We shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in our opinion, such action is necessary or desirable.

    19. Language of the Terms:

        Where QwertyStock has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with us. If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

    20. Changes to Terms:

        Notwithstanding anything else in this or any other agreement, (i) We reserve the right to modify this Agreement at any time, and without prior notice, by posting amended terms on the Website, and (ii) you will be subject to the terms of this Agreement in force at the time that you download the Content.