Content is protected by United States and international copyright laws and treaties. Shutterstock and the artists who provide Content to Shutterstock ("Contributors") own all rights, including the copyrights, in and to the Content. Shutterstock and its Contributors reserve all rights in and to the Content not expressly granted to you in this agreement. Your rights to use any Content are subject to the terms and conditions set forth in the Agreement.

Shutterstock grants you a worldwide, non-exclusive, and non-transferable right in perpetuity to use, make derivative works incorporating, display, reproduce and distribute Content, subject to the exceptions and limitations set forth in this Paragraph 2 and Paragraph 3. The rights granted under this Paragraph are limited to ten (10) people employed by the same legal entity ("Users") entering into this Agreement. If you intend to grant access to more than ten (10) Users, please contact our sales team at sales@offset.com to customize your Agreement. "Non-transferable" in this Agreement means that You may not sell, rent, load, give, sublicense, or otherwise transfer any standalone Content or the right to use such Content to a third party. The work you produce with the Content must be used for yourself, your direct employer, client, or customer, who must be the end user of your work.

Content may not be used for more than one client unless you purchase a separate license for each separate client.

A legal entity entering into this License may share Content internally by creating an image library, network configuration or similar arrangement; however, use of the Content is restricted to Users as set forth in paragraph 2.

If you create a derivative work based on or incorporating any Content, all rights in and to such Content will continue to be owned by Shutterstock or its Contributor(s), subject to your rights to use such Content under this Agreement.

Incorporate Content into merchandise or products for distribution and/or sale. Merchandise includes, by way of example but not limitation, t-shirts, mugs, posters, postcards, cellphone covers, computer skins, and other items, including so-called “print on demand” services. However, you may incorporate Content into printed publications, including but not limited to books, book covers, magazines and newspapers;

Make Content available or use the Content in a digital format so that the Content can be reused by multiple third parties via templates or similar products;

Use any Content together with pornographic, defamatory, or otherwise unlawful or immoral content or in such a manner that it infringes upon any third party's trademark or intellectual property rights;

Use any Content in such a way as to imply that any model depicted in the Content personally uses or endorses a product or service, or endorses any political candidate or controversial opinion without a clear and conspicuous disclaimer that the person depicted in the Content is a model;

Use any Content depicting any model in a way that implies that the depicted person suffers from any physical or mental infirmity, ailment or condition, unless accompanied by a clear and conspicuous statement indicating that the person is a model and the Content is being used for illustrative purposes only;

Falsely represent, expressly or by way of reasonable implication, that any Content was created by you or a person other than the copyright holder(s) of such Content;

Use any Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof; or

Use any Content marked "Editorial Use Only" for non-editorial purposes.

If you use Content in connection with a book, e-book, magazine, newspaper, or on the internet, you must give credit and provide a copyright attribution to the copyright holder and Offset. Such credit and attribution must be in substantially the following form:

"Image or Footage (as applicable) Copyright Name of Artist / Offset.com"

If you use Content in connection with a film, television broadcast, documentary or other video or multimedia presentation, you agree to use reasonable commercial efforts to accord the copyright holder and Offset a credit as provided above if any other provider of images or footage is accorded credit in such work.

All credits must appear on the copyright page or in the copyright section of the work into which the Content is incorporated. If there is no copyright page or section, the credit may be located any place on the work. In all cases the credit must be of a size, color and prominence that is clearly and easily readable by the unaided eye.

Shutterstock may waive credit attributions and copyright notices on a case by case basis. If you have any questions regarding credit attributions and copyright notices, or would like to request that Shutterstock grant you a waiver of such requirements, please contact Shutterstock Customer Support at support@shutterstock.com. No waiver of such requirements will be effective unless confirmed in an email or other writing from Shutterstock to you.

Your rights to use the Content are conditioned upon making timely payment to Shutterstock for all amounts due to Shutterstock. If you fail to make a payment to Shutterstock when due, if a check is dishonored, or if a credit card charge is refused or charged back, your account will be considered delinquent.

If your account becomes delinquent, your right to use any Content downloaded but not paid for will terminate unless all payments together with any interest accrued, and all costs incurred by Shutterstock to obtain payment from you, are received by Shutterstock no later than forty five (45) days from the date that Shutterstock sends you notice that your account has become delinquent.

Shutterstock represents and warrants that:

These representations and warranties do not apply to Content designated "Editorial Use Only".

While Shutterstock makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions on its sites, Shutterstock makes no warranties and/or representations regarding such keywords or image descriptions.

You represent and warrant that if you are entering into this Agreement on behalf of an employer or other entity, you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Shutterstock for any breach of the terms of this Agreement.

Provided that you have not breached the terms of this Agreement or any other agreement with Shutterstock, Shutterstock will defend, indemnify and hold you harmless, up to the "Limit of Liability" defined hereafter, from those legal claims for direct damages which are directly attributable to Shutterstock’s breach of its representations and warranties in this Agreement, together with reasonable attorneys' fees arising out of any lawsuit, claim, or legal proceeding alleging that your use or distribution of downloaded Content under this Agreement violates Shutterstock's warranties in this Agreement.

Shutterstock's total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of your Offset Content licenses shall be USD Fifty Thousand Dollars ($50,000). Shutterstock's liability under any individual license purchased hereunder shall not exceed the "Limit of Liability", and is without regard to the number of times the subject Visual Content is licensed or used by you.

Shutterstock is not liable for any damages, costs or losses resulting from claims arising out of: a) modifications made by you to Content, b) as a result of the context in which the Content is used by you, or c) the use of Content designated "Editorial Use Only".

Shutterstock will indemnify you on the condition that you notify Shutterstock, in writing, of a legal claim or threatened legal claim, no later than ten (10) business days from the date you know or reasonably should have known of the claim or threatened claim. The notification must: i. Include all details of the claim known to you at that time (such as the Offset Content identification number, a copy of the Content as used, name and contact information of person and/or entity making the claim, nature and date of alleged claim, and copies of any correspondence received and/or sent in connection with the claim); and ii. Be mailed to Shutterstock, 350 5th Ave, 21st Floor, New York, New York, 10118, Attention: General Counsel, via Certified Mail, Return Receipt Requested, or overnight courier, recipient's signature required.

Shutterstock has the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Shutterstock in the defense of any such claim. You have the right to participate in any litigation at your own expense. Shutterstock is not liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided in this Agreement.

Indemnification by You:

You agree to indemnify and hold Shutterstock harmless against any damages or liability of any kind arising from any use of any Content other than the uses expressly permitted by the Agreement. You further agree to indemnify Shutterstock for all costs and expenses that Shutterstock incurs in the event that you breach any of the terms of the Agreement or any other agreement with Shutterstock.

If you breach any of the terms of this Agreement or any other agreement with Shutterstock, Shutterstock has the right to terminate your account without further notice. Shutterstock is under no obligation to refund any fees paid by you in the event that your account is terminated by reason of any such breach.

Shutterstock does not warrant that the Content, the Offset websites, or other materials, will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the foregoing is solely with you.

You understand that you should seek competent counsel before using Content in connection with any commercial endeavors.

The validity, interpretation and enforcement of this agreement, matters arising out of or related to this agreement or its making, performance or breach, and related matters shall be governed by the internal laws of the State of New York (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of this agreement, matters arising out of or related to this agreement or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of New York in the County of New York or of the United States of America for the Southern District of New York, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this agreement.

Except as expressly contained herein, neither Shutterstock nor its officers, employees managers, members, shareholders, directors or suppliers will be liable for any damages, including actual, indirect, special, or consequential damages arising from the download or use of Content or the termination of your Offset account.