Middle East Images Terms of Use
These Terms of Use ("Terms" or “Agreement”) govern your rights and obligations regarding the use of Middle East Images (herein MEI) services and sites, a New York Company (collectively referred to as the "Service" or “Site”) on the Internet. These Terms constitute a fully binding agreement between Middle East Images (including its affiliates and subsidiaries "We") the proprietor of all rights in and to the Service, and you. It is therefore recommended that you carefully read these Terms.
By using Middle East Images Service, you signify your assent to these Terms and our Privacy Policy ("Privacy Policy") all of which are an integral part of these Terms. If you do not agree to these Terms or any of its parts, then you are prohibited from using the Service and we request that you refrain from doing so.
Key Points
The following key points of the Terms of Use are brought for your convenience only. These key points are not in lieu of the full Terms of Use.
Supply of images from the web site. You may download watermarked, low-resolution images from this website to your computer, or send them by e-mail either to yourself or another party, for use in composites or layouts. You may not use watermarked images in any final materials distributed within your company or outside of your company or to the public or in any online or other electronic distribution system. These are the only permissible reproductions rights granted by MEI to you for our watermarked images. Such uses of watermarked images are free of charge. Any additional reproduction rights for images on this web site must be purchased by contacting MEI.
License for Use of images. The reproduction by whatever means of the whole or any part of any unwatermarked image from this site is strictly forbidden without our specific written permission. You must inform us of your proposals as to when and how an image is intended to be used.
Your right to reproduce an image arises only if license terms and the fee for reproduction are agreed. Any reproduction before terms and fees are agreed constitutes an infringement of copyright and also a breach of this agreement entitling MEI to rescind and claim damages. You must indemnify MEI in respect of any claims, damages, costs or expenses we incur arising from any reproduction of any image supplied to you.
Upon agreement of the license terms and the Usage Fees, you may utilize the images we license to you on a non-exclusive basis for the specific uses and purposes stated on our Invoice and limited by these Terms and Conditions. You do not acquire any right, title or interest in or to any of our images including, but not limited to, any electronic reproduction or promotional rights, except as specifically set forth in our Invoice/Copyright License and these Terms and Conditions. You agree that you will not make, authorize or permit any use of the particular image(s), plate(s), digital file(s) or other reproduction(s) made from our images except as specified in our Invoice/Copyright License.
Any license granted by MEI shall not constitute a representation that an image is compatible for use with any other material. You are solely responsible for the use of any image in combination with any other material, and you agree not to use images with sensitive topics without MEI’ separate written agreement. Sensitive topics include, without limitation, topics that may depict the subject matter of an Image in a negative or unfavorable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product. You must contact MEI for additional information prior to any use of an image with any sensitive topic.
Condition of sales. a. You must credit MEI and the photographer as specified by us every time an image is used. If you fail to credit the image, an additional 50% of the original license fee will be payable.
b. You must pay our invoice within 30 days of issue. However, in the case of newspaper, periodical and broadcasting use only, if we agree in advance, you may pay by the end of the calendar month immediately following publication or use, or within six months of the issue of our invoice, whichever is sooner.
c. Images shall not be altered or manipulated, added to, or have any part deleted without prior written consent.
d. If the image is used in a print publication you agree to send at your cost two ‘tear sheets’ containing the reproduction of the photograph within 30 days of publication. In other media, alternative evidence of use must be provided if requested. Failure to supply tear sheets or such alternative evidence shall be considered to be a material breach of the Agreement.
e. If you do not pay in accordance with these terms then we may at our option rescind this Agreement and recover damages, or charge interest at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made.
f. Any license granted will terminate immediately if you (a) die, (b) enter into voluntary or compulsory liquidation; (c) have a receiver appointed; or (d) fail to perform any of your obligations under these Terms and Conditions within 28 days of our giving you notice to comply. In the event of termination, all rights granted would immediately revert to us and any further exploitation of any Image shall constitute an infringement of copyright.
g. Any publication right (as defined by U.S. Copyright Laws) arising from your use of any image shall vest in us and you hereby assign all such rights arising to us.
h. Our failure to exercise or enforce any of our rights will not be deemed to be a waiver of such rights nor bar their exercise or enforcement in future.
i. These Terms and Conditions shall be governed by the laws of the United States and where applicable the laws of the State of New York and the parties agree to submit the jurisdiction of the New York Courts, such jurisdiction to be exclusive, save for infringement of copyright or nonpayment of our invoices where it will be non-exclusive.
j. You agree that you accept these Terms and Conditions with the full knowledge that our liability is limited and that the prices and charges payable to us have been calculated accordingly.
k. While we take reasonable care in the performance of this agreement, we shall not be liable for any loss or damage suffered by you or by any third party arising from use or reproduction of any image or its caption. Damages for any other breach shall be limited to the license fee paid by you.
MISCELLANEOUS. a. From time to time we may change the contents of our Terms and Conditions, Privacy Policy, prices, license terms, and other information and data; these changes will be made without prior notice to you.
b. MEI makes no other warranty nor agrees any other condition, representation or undertaking, either express or implied, of any nature, including as to merchantability, satisfactory quality, fitness for any particular use or compatibility with any computer or other kind of equipment. Neither MEI nor any of its agents or employees shall be liable to any distributor or other reseller, customer, end user or other person or any indirect, incidental, special or consequential damages (including loss of profit, business, revenue, goodwill or anticipated savings) resulting from its performance or non-performance of this Agreement or the use of, or inability to use, The Content provided under this Agreement or arising (or which might be claimed) under any other cause of action or theory of claim. Moreover, the liability of MEI, its agents and employees in respect of any other cause of action (whether arising in tort, contract or otherwise and notwithstanding any negligence or other fault) shall in no event exceed the sales value of The Content.
The Internet connection is under your responsibility and at your expense. Transmitting and receiving real-time updates to and from the Service, require an online (Wi-Fi or 3G or 4G or 4G LTE) connection between your cellular device and the Internet. The expenses of such connection are as prescribed by the agreement between you and your communication service provider (such as your cellular company), and according to its applicable terms of payment.
Intellectual Property. The Service, its database, Middle East Images trademarks, copyrights, and any other intellectual property owned by Middle East Images is not free and not available for use without express written consent of Middle East Images.
Your age. The Service is intended for use by users at or above the age of 16 years old, unless authorized or with the knowledge of a parent or guardian.
Privacy. Your privacy is important to us. While using the Service, personal information may be provided by you or collected by Middle East Images as detailed in our Privacy Policy at: https://meimages.com/privacy-policy. The Privacy Policy explains our practices pertaining to the use of your personal information and we ask that you read such Privacy Policy carefully. By accepting these Terms, you hereby acknowledge and agree to the collection, storage and use of your personal information by Middle East Images, subject to this section, the Privacy Policy and any applicable laws and regulation.
Feedback. Your feedback on the Service we provide is important to us. By accepting these Terms, you agree that any feedback you may provide is constructive and may be used by Middle East Images for whatever purpose Middle East Images deems necessary. You further agree that you claim no ownership to any feedback you may submit and to any implementation by Middle East Images of submitted feedback.
USING THE SERVICE
You may use the Service solely for private and personal purposes. You must not use the Service commercially, unless specifically within your rights under the license. For example, you may not offer to third parties a service of your own that uses the Service; you may not resell the Service, offer it for rent or lease, offer it to the public via communication or integrate it within a service of your own, without the prior written consent of Middle East Images.
You must not copy, print, save or otherwise use the data from the Site or the Service's database. This clause does not limit the use of the database as intended by the Service and for the purposes of private and personal use of the Service.
When using the Service or the Site you may not engage in scraping, data mining, harvesting, screen scraping, data aggregating, and indexing. You agree that you will not use any robot, spider, scraper or other automated means to access the Site or the Service’s database for any purpose without the express written permission of Middle East Images. The Service may not be used in any way not expressly permitted by these Terms.
You may not sell or offer to sell any Data that is freely or otherwise available for purchase on the Service. All Data belongs to Middle East Images and will not be used and/or sold by Middle East Images for any purpose whatsoever unless agreed by you.
Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Middle East Images content. Use of Middle East Images content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to, or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas” of “Feedback”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Middle East Images under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Middle East Images does not waive any rights to use similar or related ideas previously known to Middle East Images, or developed by its employees, or obtained from sources other than you.
USE RESTRICTIONS
There are certain conducts which are strictly prohibited on the Service. Please read the following restrictions carefully. Your failure to comply with the provisions set forth below may result (at Middle East Images sole discretion) in the termination of your access to the Service and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Content at the Service and/or Site, in any way or publicly display, perform, or distribute them; (ii) make any use of the Content on any other website or networked computer environment for any purpose, or replicate or copy the Content without Middle East Images prior written consent; (iii) create a browser or border environment around the Content (no frames or inline linking); (iv) interfere with or violate any third party or other user's right to privacy or other rights, including copyrights and any other intellectual property rights of others, or harvest or collect personal information about visitors or users of the Service and/or Site without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others’ copyrights, and other intellectual property rights; (vi) transmit or otherwise make available in connection with the Service and/or Site any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, Software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vii) interfere with or disrupt the operation of the Service and/or Site, or the servers or networks that host the Service and/or Site or make the Service and/or Site available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes any use of or access to the Content and/or the Service and/or Site; (ix) frame or mirror any part of the Service and/or Site without Middle East Images prior express written authorization; (x) create a database by systematically downloading and storing all or any of the Content from the Service and/or Site; (xi) forward any data generated from the Service and/or Site without the prior written consent of Middle East Images; (xii) transfer or assign your accounts' password, even temporarily, to a third party; (xiii) use the Service and/or Site for any illegal, immoral or unauthorized purpose; (xiv) use the Site, the Service, the Content and/or for non-personal or commercial purposes without Middle East Images express prior written consent; or (xv) infringe or violate any of the Terms.
TERMINATION OF USE OF THE SERVICE
You may terminate your use of the Service at any time and for whatever reason. Middle East Images retains the right to block your access to the Service and discontinue your use of the Service, at any time and for any reason Middle East Images deems appropriate, at its sole and absolute discretion. To the extent possible, we will advise you of your account termination.
Middle East Images reserves the right to change, suspend, remove, discontinue, or disable access to the Service (including, but not limited to, the Application) at any time without notice. In no event will Middle East Images be liable for the removal of or disabling of access to any portion or feature of the Service (including, but not limited to, the Application).
If you breach any of the terms or conditions of the Terms or Middle East Images discontinues their Service, the Terms will automatically terminate. All of the sections of the Terms will survive any termination of the Terms except the License section and the Consent to Use of Data and Mobile Communications section.
INTELLECTUAL PROPERTY
All intellectual property rights in the Service and its database, including copyrights, trademarks, industrial designs, patents and trade secrets – are either exclusive property of Middle East Images or exclusively licensed to Middle East Images. The Service is protected, among others, by United States Copyright and Trademark Law or by provisions prescribed by any other law, in the United States and abroad.
Copying, distributing, publicly displaying, offering to the public via communication, transferring to the public, modifying, adapting, processing, creating derivative works, selling or leasing, any part of the Service, in any manner or means without the prior written consent of Middle East Images, is strictly forbidden. "Middle East Images”, Middle East Images logo, and other trade and/or service marks are property of Middle East Images and may not be used in any of the aforementioned means.
Middle East Images may protect the Service by technological means intended to prevent unauthorized use of the Service. You undertake not to circumvent these means. Without derogating Middle East Images rights under these Terms or under any applicable law, infringement of the rights in and to the Service will, in and on itself, result in the termination of all your rights under these Terms. In such an event, you must immediately cease any and all uses of the Service, and within your obligations to Middle East Images, you undertake to do so.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING MIDDLE EAST IMAGES AND ANY SERVICES PROVIDED BY US, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE MIDDLE EAST IMAGES SERVICE OR ANY SERVICES PROVIDED BY US.
We reserve the right to change or modify any of the terms and conditions contained in the Terms or any policy or guideline of the Service, at any time and in our sole discretion. Any changes or modifications will be effective immediately upon the posting of such revisions on our website located at middleeastimages.com (the “Site”) or when such revisions are made available via the Service, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Service (or any portion thereof) following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Terms and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Service. If you do not agree to the amended Terms, you must stop using the Service.
DEVICE USAGE TERMS AND CONDITIONS
You acknowledge and agree that your use of the Service must also be in accordance with the usage rules established by your mobile device platform or service provider.
REGISTRATION DATA
In the event of registration of your usage of the Site, you agree to: (i) provide accurate, current and complete information about you as may be prompted by any signup, login and/or registration forms made available via the Service ("Registration Data"); (ii) maintain and promptly update the Registration Data, and any other information you provide to Middle East Images, in order to keep it accurate, current and complete; and (iii) accept all risk of unauthorized access to the Registration Data and any other information you provide to Middle East Images.
You may not use the Service if you are less than 13 years of age, unless authorized or with the knowledge of a parent or guardian. By using the Middle East Images services, you verify that you are entering into this agreement with a clear mind.
Middle East Images is under no obligation to retain a record of your account or any data or information that you may have stored by means of the account or your use of the Services. You are only authorized to create and use one account for the Service and are prohibited from utilizing alter-egos or other disguised identities when utilizing the Application or Services. You are under no obligation to use or continue to use the Application or Services and may cease use of the Application or Services without notice to Middle East Images.
CONSENT TO USE OF DATA AND MOBILE COMMUNICATIONS
You agree that Middle East Images may collect and use technical data, personal information and related information in connection with your use of the services including, but not limited to, contact information and technical information about your computing or mobile device, service and peripherals, that are gathered periodically to facilitate the features and functionality of the service updates, product support and other services. You also consent to our communicating with you about the services or in connection with the features, functions and activities contained in the services. You also agree that any non personable identifiable information that the Site or Service obtains from your social media accounts be used for whatever purpose Middle East Images deems necessary.
ELECTRONIC COMMUNICATIONS
When you use the Service or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by e-mail or providing notices via the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Any such emails may include marketing and promotional content.
THIRD-PARTY INTERACTIONS
Your use of the services and your contact, interaction, or dealings with any third parties arising out of your use of the Service is solely at your own risk. You acknowledge and agree that Middle East Images is not responsible or liable in any manner for any loss, damage or harm of any sort incurred as the result of the Service. Middle East Images is not responsible, and shall not be held liable for, the acts, errors, omissions, representations, warranties, breaches or negligence of any such suppliers for any personal injuries, death, property damage, loss, theft or other damages or expenses resulting therefrom.
THIRD-PARTY CONTENT
Middle East Images may provide third-party content via the Service and may provide links to Web pages and content of third parties (collectively, the “Third-Party Content”) as a service to those interested in this information. Middle East Images does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content including, but not limited to, its accuracy or completeness. You acknowledge and agree that Middle East Images is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Users use such Third-Party Content contained therein at their own risk.
ADVERTISEMENTS AND PROMOTIONS; THIRD-PARTY PRODUCTS AND SERVICES
Middle East Images may run advertisements and promotions from third parties via the Service or may otherwise provide information about or links to third-party products or services via the Service. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third-party. Middle East Images is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-Middle East Images advertisers or third-party information accessible via the Service.
UNLAWFUL ACTIVITY
We reserve the right to investigate complaints or reported violations of the Terms and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third-parties and disclosing any information necessary or appropriate to such persons or entities relating to your Registration Data, usage history, posted materials, IP addresses, traffic information, and use of Middle East Images.
INFORMATION AND PRESS RELEASES
The Site may contain information and press releases about us. We disclaim any duty or obligation to update this information. Information about companies other than ours contained in any press release or otherwise should not be relied upon as being provided or endorsed by us.
PLEASE READ CAREFULLY. THIS SECTION LIMITS MIDDLE EAST IMAGES’S RESPONSIBILITY TO YOU FOR USE OF THE SERVICE. WE MAKE NO REPRESENTATION OR WARRANTY TO YOU REGARDING THE SERVICE.
DISCLAIMERS
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THE APPLICATION) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THE APPLICATION) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MIDDLE EAST IMAGES DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE TERMS AND THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THE APPLICATION) WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT MIDDLE EAST IMAGES KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. MIDDLE EAST IMAGES DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE APPLICATION WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY MIDDLE EAST IMAGES OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
You understand that the Service may be subject to downtime or otherwise unavailable for temporary periods of time due to maintenance or other reasons as we deem necessary. To the maximum extent allowed by law, we do not warrant any connection to, transmission over, or results or use of, any network connection or facilities provided (or failed to be provided) through the Service. You are responsible for assessing your own computer and transmission network needs, and the results to be obtained therefrom. You agree that we are not responsible or liable for any possible inadvertent inaccuracies in the information used by you on the Service. If you choose to include its Content in the Service, you are fully responsible for the accuracy of such listings and accuracy of the Content.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. WE, ITS SUBSIDIARIES AND AFFILIATES (collectively, “MIDDLE EAST IMAGES") DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, REGARDING THE SERVICE, AND THE INTERNET. MIDDLE EAST IMAGES ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, ITEMS OR INFORMATION, ANY LOSS OF PROFITS OR SAVINGS, LOSS OF USE, OR ANY OTHER COMMERCIAL LOSS, EVEN IF WE WAS ADVISED OF SUCH DAMAGES, FROM DELAYS, NON-DELIVERIES, ERRORS, SERVICE DOWN TIME, SERVICE UNAVAILABILITY, OR SERVICE INTERRUPTIONS CAUSED BY THE WE PARTIES OR BY YOUR OR ANY OTHER USER'S OWN ERRORS AND/OR OMISSIONS.
YOU ACKNOWLEDGE AND AGREE THAT MIDDLE EAST IMAGES SHALL NOT ASSUME OR HAVE ANY LIABILITY FOR ANY ACTION BY THE OTHER USERS WITH RESPECT TO CONDUCT, COMMUNICATION OR CONTENT ON THE SERVICE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SERVICE OR THESE TERMS. EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS AS OUTLINED BELOW, EACH PARTY’S LIABILITY TO THE OTHER PARTY AND YOUR EXCLUSIVE REMEDY FOR YOUR BREACH OF ANY IMPLIED OR EXPRESS WARRANTY, OR FOR BREACH OF THIS AGREEMENT IS LIMITED SOLELY TO THE TOTAL AMOUNT OF FEES PAID BY YOU TO WE FOR USE OF THE SERVICE. BECAUSE SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, IN SUCH STATES OR COUNTRIES EACH PARTY’S AND ITS RESPECTIVE SUBSIDIARIES' AND AFFILIATES' LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless Middle East Images from all third-party liabilities, claims and expenses, including attorneys' fees (“Claims”) arising from any breach of these Terms by You.
You shall not be required to indemnify and hold Middle East Images harmless for such Claims arising out of Middle East Image’s willful misconduct, gross negligence or breach of these Terms. We agree to defend, indemnify and hold harmless you from any Claims that the Service infringes any patent, copyright, trade secret, or other proprietary right of a third party. A party being indemnified by the other party reserve the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by a party hereunder, and in such event, the party providing the indemnification shall have no further obligation to provide indemnification for such matter.
Legal Disputes. You agree that any claim or dispute at law or equity that has arisen or may arise between you and Middle East Images will be resolved in accordance with the provisions set forth in this Legal Disputes Section. Please read this Section carefully. It affects your rights and will have a substantial impact on how claims between Middle East Images and You are resolved.
(a). Applicable Law. You agree that the laws of the State of New York, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between You and Middle East Images, except as otherwise stated in this Agreement.
(b). Agreement to Arbitrate. You agree that any and all disputes or claims that have arisen or may arise between Middle East Images and You shall be resolved exclusively through final and binding arbitration, rather than in court, except that You may assert claims in small claims court, if the claim qualifies. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
(c). Arbitration Procedures.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator also must follow the terms of this Agreement as a court would.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA's website at http://www.adr.org.
The arbitration shall be held in the county in which Middle East Images is incorporated. If the value of the relief sought is $10,000 or less, Middle East Images and You may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on Middle East Images and You subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by Middle East Images and You unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of New York, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall be bound by rulings in prior arbitrations involving you to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
(d). Costs of Arbitration.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. In the event the arbitrator determines that the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Middle East Images for all fees associated with the arbitration.
(e). Judicial Forum for Legal Disputes.
Unless You and We agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to You or to a particular claim or dispute, as a result of a court order, You agree that any claim or dispute that has arisen or may arise between You and We must be resolved exclusively by a state or federal court located in New York. Middle East Images and You agree to submit to the non-exclusive jurisdiction of the courts located within New York for the purpose of litigating all such claims or disputes.
Nothing herein shall be construed as conveying title to the Service to You. The Service is and shall at all times remain the personal property of Middle East Images. You agree that it will never represent that the title to the Service is in anyone other than Middle East Images and shall never cooperate, whether actively or passively, with anyone claiming any right, title or interest in the Service, other than Middle East Images.
If any provision of this Agreement is unenforceable, such unenforceability shall not make any other provision hereof unenforceable. Any reference to any party includes its agents and employees. If any provisions of this Agreement conflict with any statute or rule of law in any jurisdiction wherein it may be sought to be enforced, then said provisions shall be deemed null and void to such extent, but without invalidating the remaining provisions.
The remedies of this Agreement provided in favor of either party shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in its favor existing at law or in equity. The failure or delay of either party in exercising any right granted it hereunder upon any occurrence of any of the contingencies set forth herein shall not constitute a waiver of any such right upon the continuation or recurrence of any such contingencies or similar contingencies and any single or partial exercise of any particular right by either party shall not exhaust the same or constitute a waiver of any other right provided herein.
Any failure by either party to require strict performance by the other party of any term, covenants or agreements herein shall not be construed as a consent or waiver of any breach of the same or of any other term, covenant or agreement herein.
This Agreement constitutes the complete agreement and understanding among the parties, and supersedes all prior or contemporaneous proposals, oral or written, understandings, covenants, agreements, arrangements and communications between them relating to the subject matter of this Agreement.
You acknowledge that you have had full opportunity to review this Agreement in detail and to seek independent legal representation and advice pertaining to this Agreement and either has done or has in its own independent business judgment chosen not to do so.
This Agreement shall not be construed against Middle East Images as the drafter of this Agreement. All notices given by you or required under this Agreement shall be in writing and addressed to Middle East Images, LLC. c/o Gearhart Law to david@gearhartlaw.com
