Michael Grills Illustration
Stock Illustration Terms of Service
Michael Grills Illustration License Agreement(s)
Dear Customer:The following is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you” or “Customer”) and: i) if you are an existing customer or a new customer in the United States or Canada, Michael Grills Illustration., an Alberta Company with its office at 119 14th St. NW Calgary Alberta. By entering into this agreement, you verify that your country of residence is the same as your billing address.

“Image(s)” means photographs, vectors, drawings and the like available for license from the Michael Grills Illustration website.

“Footage” means any moving images, animations, films, videos or other audio/visual representations, excluding still images, recorded in any format that are available for license from the Michael Grills Illustration website.

“Visual Content” shall refer collectively to Images and Footage.

The following Terms of Service (“TOS”) constitutes an agreement between Customer and Michael Grills Illustration setting forth the rights and obligations with respect to any Visual Content licensed by you. By agreeing to the TOS, you agree that these terms control your rights and obligations with respect to all Visual Content licenses set forth herein, notwithstanding the subscription or license you may be purchasing today. Please revisit these TOS when you purchase any Visual Content.

THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE VISUAL CONTENT.

Part I Visual Content Licenses

  1. Image Licenses
  2. Footage Licenses
  3. Restrictions on Use of Visual Content

Part II Warranties and Representations

Part III Indemnification and Liability

Part IV Additional Terms

PART I VISUAL CONTENT LICENSES

Michael Grills Illustration hereby grants you a non-exclusive, non-transferable right to use, modify and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:

  1. IMAGE LICENSES
    1. Michael Grills Illustration 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.), and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations set forth in sub-paragraph I.a.i.4 below);
      2. Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, billboards, 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, provided the intended audience for such campaign is less than 500,000 gross impressions.
      4. Incorporated into film, video, television series, advertisement, or other multimedia productions for distribution in any medium now known or hereafter devised (each a “Production”), without regard to audience size, provided the budget for any such Production does not exceed USD $10,000;
      5. For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).

    If this license not grant the rights you require please contact Michael Grills. (Phone: 403 921 6112)

  2. FOOTAGE LICENSES
      1. A FOOTAGE USE LICENSE grants you the right to use Footage:
        1. in Productions (i.e., a film, video, television series, advertisement, or other multimedia production) displayed or distributed to the public by any means now known or hereafter devised;
        2. in connection with a live performance;
        3. on websites.

    If this license not grant the rights you require please contact Michael Grills. (Phone: 403 921 6112)

  3. RESTRICTIONS ON USE OF VISUAL CONTENT

    YOU MAY NOT:

    1. Use Visual Content other than as expressly provided by the license you purchased with respect to such Visual Content.
    2. Portray any person depicted in Visual Content (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) 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; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
    3. Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
    4. Use Visual Content designated “Editorial Use Only” for commercial purposes.
    5. Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein. 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.
    6. Use Visual 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.
    7. Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
    8. Use “stills” derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Footage.
    9. Falsely represent, expressly or by way of reasonable implication, that any Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content.

    If you require any of the foregoing rights, please contact Michael Grills. (Phone: 403 921 6112)

    CREDIT AND COPYRIGHT NOTICES

    1. The use of Visual Content in an “editorial” context, shall be accompanied by an adjacent credit to the Michael Grills Illustration in substantially the following form:
      “Illustration by Michael Grills”
    2. Credit attributions are not required in connection with any other use of Images unless another stock content provided is afforded credit in connection with the same use.
    3. 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.

PART II WARRANTIES AND REPRESENTATIONS

  1. Michael Grills Illustration warrants and represents that:
    1. Visual Content in its original unaltered form and used in full compliance with these TOS and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties’ rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.
  2. Michael Grills Illustration MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS “WARRANTIES AND REPRESENTATIONS” SECTION.

PART III Indemnification and Liability:

  1. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Michael Grills Illustration, Michael Grills Illustration will defend, indemnify, and hold you harmless up to the applicable “Limit of Liability” set forth below. Such indemnification is solely limited to Customer’s direct damages arising from a third-party claim directly attributable to Michael Grills Illustration’s breach of the express warranties and representations made in Part II hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Michael Grills Illustration, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Visual Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Michael Grills at art@michaelgrills.ca, with a hard copy to Michael Grills Illustration 4th Floor, 119 14th St NW, Attention:Michael Grills, via certified mail, return receipt requested; or ii) overnight courier, recipient’s signature required. Michael Grills Illustration shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Michael Grills Illustration in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Michael Grills Illustration is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Michael Grills Illustration having a reasonable opportunity to analyze such claim’s validity.
  2. Michael Grills Illustration shall not be liable for any damages, costs or losses arising as a result of modifications made to the Visual Content or due to the context in which the Visual Content is used by you.
  3. Limits of Liability: Shutterstock’s total maximum aggregate obligation and liability (the “Limit of Liability”) arising out of each of Customer’s:
    1. Standard Image Licenses shall be USD $1,000.
    2. Footage Use Licenses shall be USD $1,000.

    If you have questions about the foregoing, please contact Michael Grills. (Phone: 403 921 6112)

  4. You will indemnify and hold Michael Grills Illustration, its officers, employees,  members and suppliers, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by these TOS. You further agree to indemnify Michael Grills Illustration for all costs and expenses that Michael Grills Illustration incurs in the event that you breach any of the terms of this or any other agreement with Michael Grills Illustration.

PART IV ADDITIONAL TERMS

  1. Except when required by law, Michael Grills Illustration shall be under no obligation to issue refunds under any circumstances. In the event that Michael Grills Illustration 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.
  2. “Non-transferable” as used herein means that except as specifically provided in these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Visual Content or the right to use Visual Content. You may however, make a one-time transfer of Visual Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Visual Content subject to the terms and conditions herein. If you become aware that any Social Media Website uses any Visual Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Visual Content from such Social Media Site, and to promptly notify Michael Grills Illustration of each such Social Media Website’s use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Visual Content. If you become aware of any unauthorized duplication of any Visual Content please notify us via email at art@michaelgrills.ca.
  3. If you use any Visual Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Michael Grills Illustration, upon Michael Grills Illustration’s reasonable request.
  4. These TOS shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. These TOS are governed by and shall be construed in accordance with the laws of the Alberta, Canada, without respect to its conflict of laws principles.
  5. If you are entering into these TOS on behalf of your employer or other entity, you warrant and represent that 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 Michael Grills Illustration for any breaches of the terms of these TOS. You hereby grant Michael Grills Illustration a worldwide, non-exclusive, limited license to use your trademarks in Michael Grills Illustration’s promotional materials, including a public customer list. Michael Grills Illustration’s use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Michael Grills Illustration and shall at all times inure to your benefit. Michael Grills Illustration further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Michael Grills Illustration of your email request to art@michaelgrills.ca.
  6. If any individual term of these TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the TOS, so that these TOS shall otherwise remain in full force and effect.
  7. It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
  8. In the event that you breach any of the terms of this or any other agreement with Michael Grills Illustration, Michael Grills Illustration shall have the right to terminate your account without further notice, in addition to Michael Grills Illustration’s other rights at law and/or equity. Michael Grills Illustration 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.
  9. Except as expressly set forth herein, Michael Grills Illustration grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be visible in the Visual Content, music or other audio in footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Visual Content. Michael Grills only has model or property releases where expressly indicated on the Michael Grills Illustration’s website.
  10. Michael Grills Illustration’s liability under any individual license purchased hereunder shall not exceed the “Limit of Liability” applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Visual Content is licensed or used by you.
  11. Except as specifically provided in Part III hereof, in no event, will Michael Grills Illustration’s total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Michael Grills Illustration’s websites and/or Visual Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Michael Grills Illustration from you for the applicable Visual Content license.
  12. Neither Michael Grills Illustration nor any of its officers, employees, managers, members or suppliers shall be liable to you or to any other 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 Visual Content, Michael Grills Illustration’s breach of this agreement, or otherwise, unless expressly provided for herein, even if Michael Grills Illustration has been advised of the possibility of such damages, costs or losses.
  13. Except as expressly set forth in Part II, all Visual Content is provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Visual Content may contain elements that require additional clearance if the Visual Content is modified or used in a particular context. If you make such modification or use Visual Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
  14. Michael Grills Illustration does not warrant that the Visual Content, Michael Grills Illustration 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 Visual Content is solely with you.