Terms of Service

LICENSING AGREEMENT

All images downloaded from Inalapics are standard royalty-free images unless where a custom license is explicitly granted. So, when you download an image from Inalapics, you are buying a standard license that allows you to use the file for any personal, business or commercial purposes unless otherwise restricted by the terms of this licensing.

What this means is that you can use the image in advertising, marketing, apps, websites, social media, TV and film, presentations, newspapers, magazines and books, and product packaging, among hundreds of other legitimate uses.Royalty-free does not mean there is no cost for the license. Instead, royalty-free means that the license fee is paid once and there is no need to pay additional royalties if the image is re-used. Royalty-free image is licensed for unlimited, perpetual use subject to pricing.

For clarity, “use” as used in this Agreement means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of. Please make sure you read the Restricted Uses section below for exceptions.

Also note that images are licensed on non-exclusive basis. Inalapics can license the same image to other customers. If you would like exclusive rights to use royalty-free image, please contact Inalapics to discuss a buy-out.

 

RESTRICTIONS

Images purchased from Inalapics are prohibited for the following use:

  1. Use in logo or trademark
  2. Pornographic, adult entertainment venues, escort services, dating services or in a manner that could be considered libellous, obscene, or illegal
  3. Sensitive use without disclaimer. If you use content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model.
  4. Models in the image may not be portrayed in a way that a reasonable person would find offensive
  5. Use Image 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
  6. False Representation of authorship. You may not falsely represent that you are the original creator of a work that is made up largely of licensed content. For instance, you cannot create a painting based solely on licensed image and claim that you are the author.
  7. Images may not be used in such a way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).

 

       RESTRICTED USES UNLESS CUSTOM LICENSING IS GRANTED

A custom license will be required under the following conditions

  1. Items for resale e.g. t-shirt, mugs, posters, calendars, etc.
  2. On demand products where 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
  3. Electronic Templates. Unless you purchase a Custom license, you may not use image in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, and brochure design templates).
  4. Logo or in Logo. Unless you purchase a custom license, you may not use image as part of a trademark, design mark, tradename, business name, service mark, or logo.
  5. Limited print run from 500,000+ printed copies. A custom license is required for advertising and promotional materials, newspaper, magazines, books and product packaging where printing exceed 500,000 copies.

 

       WHO ELSE CAN USE THE IMAGES

Rights granted are non-transferable and non-sublicensable except where they are purchased for an employer or a client. In such a case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this agreement. If you do not have that authority, then your employer or client may not use the content. The rights purchased may only belong to you or your employer/client, depending on who is named as the “Licensee” at the time of purchase. In other words, if you purchase a royalty-free image, only one of you (and not both) may re-use that image for multiple projects.

You may allow subcontractors (for example, your printer or mailing house) or distributors to use content in any production or distribution process related to your final project or end use. These subcontractors and distributors must agree to be bound by the terms of this agreement and may not use the content for any other purpose.

 

    INTELLECTUAL PROPERTY RIGHTS

       Rights Ownership

All of the licensed imagesare owned by either Inalapics or its image suppliers. All rights not expressly granted in this agreement are reserved by Inalapics and the image suppliers. You may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the licensed image.

 

       Attribution

You do not need to include a photo credit for commercial use, but if you are using image for editorial purposes, you must include the following credit adjacent to the image or in production credits: “[Photographer Name]/[Collection Name]/Inalapics”

If licensed image is used in an audio/visual production where credits are accorded to other providers of licensed material, you must include the following credit in comparable size and placement: “[Video] [Imagery] supplied by [Artist Name]/[Collection Name]/Inalapics”

Can I use the Getty Images name or logo, or the name and logos of its image suppliers? You may use the name of Inalapics and/or its image suppliers as necessary to give attribution, but you may not otherwise use their names, logos, or trademarks without prior written approval.

 

       TERMINATION/CANCELLATION/WITHDRAWAL

    Termination

Except in the case of subscriptions, this agreement is effective until it is terminated by either party. You can terminate this agreement by ceasing use of the content and deleting or destroying any copies. Inalapics may terminate this agreement at any time if you fail to comply with any of the terms, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Inalapics in writing that you have complied with these requirements.

 

  Subscription Termination

Unless renewed, subscription agreements terminate automatically at the end of the subscription period, with a 30 day grace period to use any content downloaded during the subscription term in a project or other end use. Content incorporated into projects or end uses prior to the expiration of the grace period may continue to be used in perpetuity in that project and in any other projects. Any content not included in a project at the end of the 30 day grace period is not considered licensed and must be deleted. Any content that is used within the 30 day grace period remains subject to the terms of this agreement. Inalapics may terminate any licenses before the end of the subscription period if it reasonably believes there is a violation of this agreement and/or abuse of the subscription account, in which case you must immediately: cease using the content; delete or destroy any copies; confirm to Inalapics in writing that you have complied with these requirements; and pay Inalapics any amounts which remain owing to the end of the term of your subscription as set on your invoice.

 

     Social Media Termination

If you use the content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, this agreement shall immediately terminate.

 

                Refunds/Cancellation

                    Subscription Refunds

Refunds for subscriptions can be made within 14 days of your invoice date, provided you have not downloaded more than 5 images and have not made use of any downloaded content.

 

            File Download Refunds

Inalapics does not offer refunds for downloaded files. File returns will only be considered based on technical issues with the file at the sole discretion of Inalapics.

 

All requests for refunds/cancellations must be made in writing via email or use of website form. If the request is approved, Inalapics will refund youusing the payment method originally used by you to make your purchase. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.

 

    Content Withdrawal

Inalapics may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Inalapics, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which Inalapics may be liable, Inalapics may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. Inalapics will provide you with replacement content (determined by Inalapics in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.

 

       WARRANTIES AND REPRESENTATIONS

Inalapics warrants and represents that:

Inalapics’ contributors have granted Inalapics all necessary rights in and to the Image to grant the rights set forth in this licensing agreement.

Image 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 Nigerian law, statute, ordinance, or regulation; or iv) be defamatory, libellous, pornographic or obscene.

 

While Inalapics makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, Inalapics makes no warranties and/or representations regarding any keyword, titles or descriptions. For the sake of clarity, Inalapics will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions of any image.

 

Inalapics makes no representations or warranties whatsoever other than those expressly made in this “warranties and representations” section.

INDEMNIFICATION AND LIABILITY

Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Inalapics, Inalapics 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 Inalapics breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Inalapics, 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 Image 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). Inalapics 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 Shutterstock in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Inalapics is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Inalapics having a reasonable opportunity to analyse such claim’s validity.

Inalapics shall not be liable for any damages, costs or losses arising as a result of modifications made to the images or due to the context in which you use the Image.

Limits of Liability: Inalapics’ total maximum aggregate obligation and liability (the “Limit of Liability”) arising out of each of Customer’s is N50,000.

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

 

       GENERAL PROVISIONS

Assignment. This agreement is personal to you and is not assignable by you without Inalapics prior written consent. Inalapics may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.

Audit. Upon reasonable notice, you agree to provide to Inalapics sample copies of projects or end uses that contain licensed content, including by providing Inalapics with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, Inalapics may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to Inalapics of five percent (5%) or more of the amount you should have paid, then in addition to paying Inalapics the amount of the underpayment and any other remedies to which Inalapics is entitled, you also agree to reimburse Inalapics for the costs of conducting the audit.

Electronic storage. You agree to retain the copyright symbol, the name of Inalapaics, the content’s identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties. You may make one (1) copy of the content for back-up purposes.

Governing Law/Arbitration. This agreement will be governed by the laws of the Federal Republic of Nigeria, without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Lagos State Arbitration Law 2009 (LSAL)except where both parties have stipulated another law.The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English.The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Inalapics 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 the opinion of Inalapics, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.

Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

Subscription Renewal. 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 Inalapics the right to charge you for each automatic renewal until you timely disable automatic renewal.

Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Inalapics and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.

Notice. All notices required to be sent to Inalapics under this agreement should be sent via email to info@inalapics.com. All notices to you will be sent via email to the email set out in your account.

Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.

Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, Inalapics may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

Licensing Entity. The Inalapics licensing entity under this agreement is determined based on your billing address in accordance with the chart found here.