By using the Wirestock API (the “API”) you (“you”) accept and agree to be bound by Wirestock’s Terms of Service in addition to the following terms and conditions (the “API TOS”) that shall govern your integration of the API with your Platform.
When you submit your Content to Wirestock, you give Wirestock permission to upload and license your Content to one or more companies that operate an online marketplace for stock media, such as Shutterstock, Adobe Stock, Alamy, Dreamstime, Depositphotos, and Pond5 (each, a “content marketplace”). Wirestock provides a list of content marketplaces in the FAQ section of its Website, which can be found here (“Marketplace List”). We are always looking to expand the number of content marketplaces we work with. As a result, whenever we partner with a new content marketplace we will, at a time convenient for Wirestock, update the Marketplace List with the name of the new content marketplace. We will not send you a notification, by e-mail or otherwise, when a new marketplace is added to the Marketplace List. Therefore, before submitting Content to Wirestock please check the Marketplace List. By submitting Content to Wirestock you agree and understand that Wirestock may submit your Content to one or more, or all, of the content marketplaces found on the Marketplace List. You also agree and understand that Wirestock may submit your previously submitted Content to any new content marketplaces that are added to the Marketplace List.
Users who license an item of Content through the Platform are granted an individual, irrevocable, non-exclusive, non-transferable, right, throughout the world, in perpetuity, to use such Content, an unlimited number of times solely as incorporated into digital products and services created and distributed by the User using the Platform.
Any fees not subject to pre-payment shall be paid 30 days from the date of the applicable invoice.
You agree that you are responsible for your, and your Users’, conduct with regard to the API and for any consequences thereof. You agree to use the API only for purposes that are legal, proper, and in accordance with these API TOS and any other applicable policies or guidelines provided by Wirestock from time to time. You agree that when using the API, you will not do the following, attempt to do the following, or permit Users or other third parties to do the following:
You hereby grant Wirestock a non-exclusive, limited license to use Company’s trademarks in the marketing, advertising, and promotion of the Wirestock API partner program, including but not limited to on webpages devoted to Wirestock’s partner program and via email. By using the API you hereby grant Wirestock the right to include a link to your Application into the Wirestock services and websites through a directory or other means.
You agree to hold harmless and indemnify Wirestock and licensors, and their respective officers, agents, and employees, advertisers or partners, from and against any claim arising from or in any way related to your use of any Wirestock Property and/or Content, violation of these API TOS, violation of applicable laws and regulations, including, without limitation, data protection and/or privacy laws, or any other actions or claims connected with or related to your Application and/or use of Wirestock services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In the case of a written claim, Wirestock will provide you with written notice of such claim, suit or action.
Wirestock may suspend or throttle your access to the API immediately and without notice if:
In addition, Wirestock may, in its sole discretion, permanently terminate your access to the API at any time and for any reason. You agree that your use of the API in no ways means you are entitled to continued use of the API.
This Agreement shall be governed by, subject to, and construed in accordance with the laws of the state of California. Any controversy, claim, or action arising out of or relating to this Agreement, or the breach thereof, or the coverage of this arbitration provision shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be Los Angeles, California. The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack) (iii) any claim arising solely from an alleged failure to pay fees due to Wirestock. This arbitration provision will survive termination of this Agreement.
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
In no event will Wirestock's total aggregate liability to you or any third party claiming through you, arising out of or in connection with (i) these API TOS, or (ii) your use of or inability to use the API and/or Content licensed thereby, exceed USD $10,000. Neither Wirestock nor any of its officers, employees, managers, members, shareholders, directors 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 API or Content licensed therefrom.
You acknowledge that you have considered the allocation of risk presented by the provisions of this paragraph and that the allocation is reasonable under all facts and circumstances surrounding the Agreement.