Platform Integration Agreement

Effective date: March 26, 2019

By using the Shutterstock API (the “API”) you (“you”) accept and agree to be bound by the following terms and conditions (the “API TOS”) that shall govern your integration of the API with your Platform. The API TOS also includes the Shutterstock Privacy Statement, which document is incorporated herein by this reference.

  1. API License:

    1. The API consists of tools and documentation to facilitate your creation of a software application, (your "Application") that will allow users (“Users”) of your Platform (“Platform” being defined as the technology platform in which the Application exists, and which are required to identify in your API developer application) to search, license, download and use certain “Content” (as said term is defined immediately hereafter) subject to the limitations and conditions described below. "Content" includes, but is not limited to images, footage clips, audio recordings, and the associated descriptions, keywords, FAQs, information about any of the foregoing, and any other Content that Shutterstock may make available from time to time.

    2. Shutterstock grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access and use the API solely to develop, test, display, distribute and execute your Application and to make the Content available to Users of your Application. You may not monetize your Application without paying fees to Shutterstock or otherwise obtaining Shutterstock’s express written consent.

    3. In order to obtain logged in functionality you will need one or more unique passwords and/or other credentials (collectively, "Keys") for accessing the API and managing your account. You may only access your account with the Key issued to you by Shutterstock. You may not sell, transfer, sublicense or otherwise disclose your Keys or any of your other account login information. You may not use the API with any platform, website, or application other than the Platform which you disclose to Shutterstock as part of your API account creation. You are responsible for maintaining the security of your Keys. You are fully responsible for all activities that occur using your Keys, regardless of whether such activities are undertaken by you or a third party. You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for your account.

    4. Shutterstock does not guarantee any individual item of Content will be available and shall have the sole discretion to determine what Content is available to Users through your Application. Be advised that certain Content designated Editorial Use Only is not cleared for commercial use and should only be used in news and editorial contexts related to the subject matter of the content depicted in such Content. If you make such Content available to your Users, you expressly agree to indemnify and hold Shutterstock harmless from any and all use of such Editorial Use Only Content by Users.

    5. Any Content previewed by Users through the Platform (“Preview Content”) shall incorporate the Shutterstock watermark.

    6. The Platform interfaces through which Preview Content is accessed shall include a conspicuous attribution in substantially the following form: “Powered by Shutterstock”.

    7. Company will periodically, and in good faith cooperation with Shutterstock, share data related to the use and performance of Content on the Platform. The form and substance of such data shall be discussed by the parties in good faith. All such data will be aggregated and anonymized, and Company shall have the right to withhold certain data that it feels is objectively competitive in nature. Company shall also provide Shutterstock with Content performance metrics, as same may be agreed by the parties from time to time.

    8. Shutterstock reserves the right to release newer versions of the API from time to time and to require you to use the most recent version.

  2. User License

    1. The terms of that certain Platform User License, attached as Schedule A below, and expressly incorporated in this API TOS, must be agreed to by each of your Users by way of an enforceable contract. You may not modify or materially abridge the Platform User License, nor may you make any additional representations to the Content or impose any other rights or obligations with respect to the Content. You will hold Shutterstock harmless from any liability whatsoever resulting from your failure to impose the terms set forth on Schedule A. If you have any questions or concerns about your compliance with this provision, please reach out to pspartners@shutterstock.com.

    2. You are responsible for maintaining current and accurate personal information for each User for the duration of the license you grant to such User. You may not grant a license to a User without having the personally identifiable information necessary to identify such User. Pursuant to your agreements with Users, you shall obtain the authority to provide the identity and contact information of each User, and the Content licensed by each API User to Shutterstock in the event such information is necessary for Shutterstock to comply with a legal obligation or resolve a legal claim arising from a use of any Content.   

    3. Under no circumstances shall you facilitate or allow Users to download or otherwise access the raw Content data files outside of the Platform. The license to the Content shall be granted to the User.  No license to the Content is granted to you, except to the extent necessary to make the Content available to Users via the Application

  3. Fees.

    1. Any pre-paid fees that are not fully exhausted at the expiration of the term for which such fees are paid (i.e., monthly, annually, or otherwise) shall expire. Except when required by law, you shall have no right to a refund of such fees.

    2. You may pass on fees to your users, provided that the per-license fee you charge your user is no more than a 20% premium on the per-asset fee paid by you to Shutterstock.

    3. For each item of Content licensed through the API, you shall call the API and communicate the purchase information, including Content ID Number and associated license fee.    

    4. The fees charged by Shutterstock do not include any taxes, duties or other government charges unless expressly specified as such.

    5. Any fees not subject to pre-payment shall be paid 30 days from the date of the applicable invoice.

  4. Appropriate Conduct and Usage Restrictions: 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 TOS and any applicable policies or guidelines provided by Shutterstock 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:

    1. Use the API for any purpose that Shutterstock deems competititve with Shutterstock’s own business, to be determined in Shutterstock’s sole discretion. For clarity, your Platform must have a business purpose separate and apart from distributing Content.

    2. interfere with or disrupt Shutterstock services or servers or networks connected to Shutterstock services, or disobey any requirements, procedures, policies or regulations of networks connected to Shutterstock services;

    3. place, nor cause, enable or permit a third party to place, advertisements or other materials that overlay, obscure or misattribute the Content;

    4. use the API or Content for any illegal or unauthorized purpose;

    5. circumvent or modify any Keys or other security mechanisms employed by Shutterstock or the API, including without limitation any authentication technologies;

    6. enable any other person to personally identify any User of your Application except with the User's express consent;

    7. falsify, modify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material (including Content);

    8. provide content with, in or in connection with your Application that falsely expresses or implies that such content is sponsored or endorsed by Shutterstock;

    9. upload, post, email or transmit or otherwise make available with, in or in connection with your Application, any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you (or the User posting the content) are the owner of the content or have the permission of the owner to post such content;

    10. transmit any viruses, malware, worms, defects, Trojan horses, or any items of a destructive nature.

  5. Support:

    You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Application. Shutterstock will have the right, but not the obligation to redirect Users and potential Users of your Application to your email address for purposes of answering general Application inquiries and support questions. If Shutterstock elects at any time to provide Support, it will be considered part of the Shutterstock services. Shutterstock may terminate the Support at any time without notice to you for any or no reason.

  6. Trademarks:

    1. Company hereby grants Shutterstock a non-exclusive, limited license to use Company’s trademarks in the marketing, advertising and promotion of the Shutterstock API partner program, including but not limited to on webpages devoted to Shutterstock’s partner program and via email.  By using the API you hereby grant Shutterstock a right to link to your Application into the Shutterstock services through a Directory or other means.

    2. Company agrees that, upon Shutterstock’s prior reasonable request, it will participate in good faith in additional promotional opportunities with Shutterstock, including but not limited to contributing to a testimonial, case study, whitepaper or other similar promotional vehicle.

    3. Nothing contained herein grants or shall be construed to grant you any rights to use any Shutterstock Trademark, except solely as expressly set forth in this Agreement. You agree that you will not use Shutterstock's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or Shutterstock.

  7. Proprietary Rights:​

    1. Shutterstock Property. As between you and Shutterstock, Shutterstock retains all right, title and interest, including without limitation all intellectual property rights, in and to the “Shutterstock Property” which consists of: (i) the API and any and all elements and components thereof, including content, technology, software, code, user interfaces, and any derivative works and/or compilations thereof or relating to; (ii) the Content available through the API; (iii) the Shutterstock Brands, as defined in these API TOS; and (iv) any feedback (including suggestions comments, improvements, ideas, etc.), about the Shutterstock services, the Content, the API, or any applications Shutterstock may be developing. You agree to take such actions, including, without limitation, execution of affidavits or other documents, as Shutterstock may reasonably request to effect, perfect or confirm Shutterstock's rights to the Shutterstock Property.

    2. You will not, and will not permit any person, directly or indirectly, to reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, or, other than as explicitly permitted hereunder, create derivative works of the Shutterstock services, including, without limitation, the API, or any aspect or portion thereof, including without limitation, source code and algorithms.

  8. Your Warranty, Ownership and License Grants. 

    You represent and warrant that: (a) your Application and its content is your original work or was legally obtained; and (b) you and Users’ use of your Application and its content will not violate any third party's rights.

  9. Shutterstock Application Development:

    You understand and acknowledge that Shutterstock itself, or other Shutterstock affiliates, users and/or customers, may be independently creating applications, platforms, content and other products or services that may be similar to or competitive with your Application and your Platform, and nothing in this Agreement will be construed as restricting or preventing Shutterstock or its other affiliates, users and/or customers from creating and fully exploiting such own applications, platforms, content and other items, without any obligation to you. If you elect to provide us with any feedback, you hereby assign all right, title and interest in and to such feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account.

  10. Data Protection:​

    1. "Personal Data" means any information that: (i) relates to an identified natural person; (ii)  can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual, including, without limitation, identification numbers, passwords and account access credentials or passwords, account numbers, and other personal identifiers.

    2. You hereby represent and warrant that you and your Application do and will comply with all applicable privacy and data protection laws, regulations and directives (including, if applicable, the EU General Data Protection Regulation 2016/679) in the collection, receipt, access, use, storage, disposal, and disclosure of Personal Data.

    3. You shall: (i) process Personal Data lawfully, fairly and in a transparent manner; (ii) ensure that you only collect Personal Data for specified, explicit and legitimate purposes; (iii) limit collection of Personal Data in the your Application to that which is adequate, relevant, and limited to what is necessary in relation to the purposes for which they are processed; and (iv) ensure the accuracy of Personal Data you process.

    4. You will maintain appropriate administrative, technical, organizational, and physical security measures to: (i) protect the security, confidentiality and integrity of Personal Data; and (ii) prevent the unauthorized use, access or disclosure of any Personal Data in your possession or control. Such safeguards will include, without limitation, an information security program that meets the highest standards of best industry practice. Such information security program will include, without limitation, adequate physical security of all premises in which Personal Data will be processed or stored; and an appropriate network security program (which includes, without limitation, appropriate access controls, data integrity controls, an incident response plan, and encryption of all Personal Data and sensitive or private information).

    5. If you suffer a data breach relating to any Personal Data of users of your Application, you shall promptly notify Shutterstock and, if required by law, affected individuals and relevant state and/or national data protection authority. The notice to Shutterstock shall include the number of individuals affected by such breach and your actions taken to remediate the data breach.

    6. You will maintain a clear and conspicuous notice in your Application that clearly explains your policies regarding the processing of Personal Data.

  11. ​Indemnity:
    You agree to hold harmless and indemnify Shutterstock, and its subsidiaries, affiliates 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 Shutterstock 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 Shutterstock 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, Shutterstock will provide you with written notice of such claim, suit or action.  

  12. Term and Termination:
    Shutterstock may suspend or throttle your access to the API immediately and without notice if:

    1. you seek to hack or interfere with any security mechanism of the API;

    2. Shutterstock determines that your use of the API poses a security or service risk to Shutterstock, to any User of the Application, or to any of our subscribers, or may subject us or any third party to liability or damages or danger;

    3. you otherwise use the API in a way that disrupts or threatens the API;

    4. we determine, in our sole discretion, there is evidence of fraud with respect to your account;

    5. you use any of the Shutterstock Property other than as expressly permitted herein;

    6. we receive notice or we otherwise determine, in our sole discretion that you may be using the Shutterstock API for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party; or

    7. we determine, in our sole discretion, that our provision of any of the API to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.

  13. Arbitration:

    1. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, 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 the state and county of New York. 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 Shutterstock. This arbitration provision will survive termination of this Agreement.

    2. YOU AND SHUTTERSTOCK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Shutterstock agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and Shutterstock acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this Agreement.

    3. If a court decides that applicable law precludes enforcement of any of the limitations in this Section 13 as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

  14. Independent Contractors: 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.

  15. Export Controls: You shall, in connection with your use of the API, comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the API.

  16. Waiver: The failure of Shutterstock to exercise or enforce any right or provision of these API TOS shall not constitute a waiver of such right or provision.

  17. Assignment: Neither party may assign this agreement, without the prior written approval of the other party, except that Shutterstock may assign this agreement to a subsidiary, an affiliated company within the Shutterstock group, the entity that results from a merger or other corporate reorganization involving Shutterstock, or an entity that acquires all or substantially all of Shutterstock’s assets or capital stock.

  18. Limits of Liability: In no event will Shutterstock'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 API and/or Content licensed exceed USD $10,000. Neither Shutterstock 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, Shutterstock's breach of this Agreement, or otherwise, even if Shutterstock has been advised of the possibility of such damages, costs or losses.

  19. Tax: If Shutterstock is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where Shutterstock or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.

  20. Severability of Terms: If any provision of these API TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these API TOS shall remain in full force and effect.

Schedule A

Platform User License

  1. Subject to the limitations set forth herein, Company hereby grants to Users who license an item of Content through the Platform 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, and further in accordance with the following:

    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.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations set forth in sub-section 3.d below);

    2. Incorporated into film, video, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size, provided the budget for any such production does not exceed USD $10,000;

    3. For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).

  2. Restrictions on Use of Content.
    Users may not:

    1. Download or use the Content separate from the Platform;

    2. Portray any person depicted in 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 Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal;

    4. Modify Content designated "Editorial Use Only" in a manner that changes the context of what is depicted;

    5. Use Content designated "Editorial Use Only" (including, but not limited to, Editorial content) for commercial purposes, including for reference, in any advertising, merchandise or other non-editorial contexts;

    6. Resell, redistribute, provide access to, share or transfer any Content except as specifically provided herein.

    7. Use 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;

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

    9. 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 that Content.

  3. Limit of Liability.  Company and Shutterstock, Inc.’s total aggregate liability to you arising from your use of Content shall be limited to Ten Thousand United States Dollars ($10,000.00). FOR CLARITY, USER UNDERSTANDS AND AGREES THAT THIS CAP SHALL EXTEND TO SHUTTERSTOCK, INC., WHICH IS AN EXPRESS THIRD-PARTY BENEFICIARY OF THE TERMS AND CONDITIONS OF YOUR LICENSE TO THE CONTENT.