Effective date: September 29, 2014
The following constitutes a legal agreement between you, and, if applicable, the employer or other entity on whose behalf you are entering into this Agreement (“you”) and Shutterstock, Inc. (hereinafter referred to as “Shutterstock”). This Agreement shall govern your use of the Shutterstock API (the “API”). By using the API, you accept and agree to be bound by the following terms and conditions (the “API TOS”). Shutterstock shall have the right to terminate your access to the API immediately and without notice if you are found to be in breach of any of the terms hereof. If you are an enterprise looking to discuss custom API TOS, please contact firstname.lastname@example.org.
Description, Licenses, and Restrictions:
a. The API consists of tools and documentation that will allow you to create software application(s) or website(s) (your "Application"), which will search, display, download, upload, and grant licenses to use certain “Content” (as said term is hereinafter defined) subject to the limitations and conditions described herein. "Content" includes, but is not limited to Shutterstock images, footage clips, audio tracks, content descriptions, keywords and any other data or information that Shutterstock may provide or otherwise make available from time to time.
b. You will need one or more unique IDs and/or other credentials (collectively "Keys") to access the API and manage your API account (your “API Account”). You may only access your account with the Key issued to you by Shutterstock. You acknowledge that access to your account and/or the API may not always be available. You may not sell, transfer, sublicense or otherwise disclose your Keys or any of your other account login information. Your use of the API is limited solely to the Application(s) described in your API Account. You are fully responsible for all activities that occur using your Keys and your API Account. You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) in your account by emailing email@example.com with contact information changes.
c. 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.
d. You agree that you will not use the API with applications or to create applications that:
(i) offer or promote products or services competitive with Shutterstock;
(ii) promote businesses competitive with Shutterstock; or
(iii) are damaging to, disparaging of, or otherwise detrimental to Shutterstock, its licensors, licensees, affiliates and/or partners.
e. The foregoing restrictions shall be interpreted by Shutterstock in the exercise of its sole and reasonable discretion. Shutterstock shall have the right to terminate your use of the API and/or to disable access by your Application to any or some of the API for violating these API TOS or any other agreement between you and Shutterstock.
Term and Termination:
a. Term. The term of this Agreement shall commence on the date upon which you agree, by your use of the API, to these API TOS and shall continue in force thereafter, unless modified or terminated as provided herein.
b. Shutterstock Termination. Shutterstock may change, suspend or discontinue all or any aspect of the API, including its general availability, at any time. Furthermore, Shutterstock may limit, suspend or terminate your use of the API and/or this Agreement at any time for any or no reason. Without limiting the foregoing and as clarification only, Shutterstock may terminate this Agreement immediately and without notice if:
i. you seek to hack or interfere with the API or 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;
ii. your use of the API violates the API Appropriate Conduct and Usage Restrictions set forth hereinafter or otherwise disrupts or threatens the API;
iii. we determine, in our sole and reasonable discretion, there is evidence of fraud with respect to your account;
iv. we receive notice or we otherwise determine, in our sole and reasonable 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
v. we determine, in our sole and reasonable 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.
c. Unless otherwise limited by a separate agreement with Shutterstock, you may terminate this Agreement for any reason or no reason at all, at your convenience, by closing your account; at such time your use of the API shall cease.
d. Effect of Termination. Upon the termination of these API TOS for any reason (i) the rights granted to you herein, including all licenses to the API, Content, Shutterstock Property (as such term is defined hereinafter) and Shutterstock Brands (as such term is defined hereinafter) shall terminate and (ii) you shall immediately cease all use and distribution of Content in your Application. Neither party shall be liable to the other party for damages of any sort resulting solely from termination of these API TOS.
Shutterstock may limit the number of network calls that your Application may make, and/or the maximum file size, and/or the maximum amount of Content that may be accessed, or anything else about the API and the Content it accesses as Shutterstock deems appropriate in its reasonable discretion. Shutterstock may change usage limits at any time without notice. In addition to its other rights under these API TOS, Shutterstock may utilize technical measures to prevent over usage, including by way of illustration, throttling usage of the API by an Application after any usage limitations are exceeded.
Your Display of Content; Attribution, and Goodwill:
You must clearly and conspicuously credit Shutterstock as the source of all Content displayed through your Application by displaying attribution to Shutterstock in substantially the following form: “Powered by Shutterstock” with Shutterstock hyperlinked to www.shutterstock.com. Such attribution must be clearly visible to the end users of your Application (“End Users”). If, in Shutterstock's reasonable discretion, your attribution fails to clearly and conspicuously credit Shutterstock as the source of the Content, upon Shutterstock's request you shall promptly take any and all reasonable steps to comply with this section.
Appropriate Conduct and Usage Restrictions:
You agree that when using the API, you will not do the following, attempt to do the following, or permit the API End Users or other third parties to do the following:
a. 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;
b. charge any fees or require payment for use of or access to the Shutterstock API or the Content unless approved by Shutterstock;
c. place, cause, enable, or permit a third party to place, advertisements or other materials that overlay, obscure or misattribute the Content;
d. place, or allow a third party to place, the Content around, near, or next to adult or inappropriate content nor shall your Application associate or be associated with any content which Shutterstock, in the exercise of its discretion, deems inappropriate;
e. store, or enable a third party to store, any Content not purchased;
f. restrict or inhibit any other user from using and enjoying Shutterstock services;
g. use Content and/or services for any illegal or unauthorized purpose;
h. circumvent or modify any Keys or other security mechanisms employed by Shutterstock or the API, including without limitation any authentication technologies;
i. obtain access to the Shutterstock services without authorization;
j. enable any other person to personally identify any user of your Application except with the user's express consent;
k. state or imply that any of the Content is created and/or owned and/or controlled by you;
l. use the Content (including any third party trademarks or service marks therein) other than as is permitted by Shutterstock;
m. falsely express or imply that any third party content is sponsored or endorsed by Shutterstock;
n. create user accounts under false or fraudulent pretenses;
o. use Content in connections with an Application that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party; or
p. transmit any viruses, malware, worms, defects, Trojan horses, or any items of a destructive nature
Editorial Use Only Content:
In order to allow your Application to access Editorial Use Only Content, your Application must require your End Users to acknowledge that the Content will be used only as the license allows. The following notice (or equivalent non-English translation) must be presented to the End User before downloading each Editorial Use Only item of: Editorial Use Only. Use of this Content in advertising or for promotional purposes is prohibited. The user must indicate agreement (for instance, by affirmatively checking a checkbox) before your Application can begin a download of any item of Editorial Use Only Content.
Monitoring Your Use of the Shutterstock API:
You agree to provide Shutterstock with access to your Application and/or other materials related to your use of the API as reasonably requested to verify your compliance with these API TOS. You agree that Shutterstock may crawl or otherwise monitor Applications. You agree not to block or interfere with such efforts by Shutterstock and/or its designees.
Shutterstock has no obligation to provide you or your API End Users with support, software upgrades, enhancements, or modifications to the API ("Support"). You understand and agree that you are solely responsible for providing API End Users support and any other technical assistance for your Application. If Shutterstock elects at any time to provide Support, it shall be considered part of the Shutterstock services. Shutterstock may terminate the Support at any time without notice to you for any or no reason.
Shutterstock may maintain and/or publish on its Website or in other locations, a directory of companies using the API and/or the Applications ("Directory"). You hereby grant Shutterstock a right to link to your Application through such Directory. You hereby grant Shutterstock a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands associated with you and your Application for the purpose of promoting or advertising that you use the API, or for inclusion in the Directory.
a. 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 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.
b. License Grant. You shall not acquire any right, title, or interest in or to the Shutterstock Property except as expressly set forth in these API TOS. Subject to your compliance with the terms and conditions set forth herein, and solely for the duration of these API TOS, 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; to access and display in your Application the Content provided by Shutterstock; and to allow others to access your Application as permitted by Shutterstock. 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.
c. Brand License. Subject to your compliance with these API TOS during the term of this Agreement, and solely for the duration hereof, Shutterstock grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands of Shutterstock (cumulatively, the "Shutterstock Brands") in accordance with these API TOS, as part of the Content; for attributing the Content as from Shutterstock; and for the purpose of promoting or advertising that you use the API and in your resulting Application. All uses by you of the Shutterstock Brands (including any goodwill associated therewith) shall inure to the benefit of Shutterstock.
d. Brand Protection. At no time during or after the expiration or termination of this Agreement shall you challenge or assist others to challenge the Shutterstock Brands (except to the extent such restriction is prohibited by law) or the registration or ownership thereof by Shutterstock, nor shall you attempt to register any brands, trade names, domain names, trademarks, logos and other source indicators that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to the Shutterstock Brands.
e. In using the Shutterstock Brands as permitted herein, you may not do the following (and for purposes of this Section “use” shall include any use or display of a Shutterstock Brand):
(i) imply a relationship, affiliation, sponsorship, or endorsement with or by Shutterstock, other than your use of the API;
(ii) suggest that your content has been authored by, or represents the views or opinions of Shutterstock or Shutterstock personnel;
(iii) disparage Shutterstock, its products or services, or any licensor or affiliate of Shutterstock;
(iv) tarnish, dilute or otherwise impair the Shutterstock Brands;
(v) promote another service substantially similar in whole or in part to Shutterstock;
(vi) use a Shutterstock Brand in press materials without the express written approval by Shutterstock;
(vii) use a Shutterstock Brand, the API or Content on your site or Application if your site contains or displays adult content, promotes illegal activities, or the sale of alcohol or tobacco;
(viii) use a Shutterstock Brand as the largest or most prominent brand in your Application or as the most prominent element of your Application or as part of the name of your Application, without Shutterstock’s express written permission in each case;
(ix) use a Shutterstock Brand in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Shutterstock;
(x) use a Shutterstock Brand on a site that violates any law or regulation;
(xi) remove, obscure, distort or alter any element of a Shutterstock Brand.
Your Warranty, Ownership and License Grants.
You represent and warrant that: (a) your Application, including its content, is your original work or was legally obtained; and (b) our and our sublicensees' and affiliates' use of your Application, including its content, as permitted by the licenses granted by you in this Agreement will not violate any third party's rights. Except to the extent your Application and its content contains Shutterstock Property, Shutterstock claims no ownership or control over your Application or the content sent, posted or displayed through your Application. During the Term of these API TOS, and only to the extent necessary to facilitate your Application’s use of the API, you hereby grant to Shutterstock a royalty-free, nonexclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to use, reproduce, perform, display and distribute your Application and its content. Following the expiration or termination of this Agreement and upon written request from you, Shutterstock shall make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application from the Shutterstock website and service. Shutterstock shall have no other obligation to delete copies of, references to, or links to, your Application.
Shutterstock Application Development:
You understand and acknowledge that Shutterstock itself, or other Shutterstock affiliates, users and/or customers, may be independently creating applications, content and other products or services that may be similar to or competitive with your Application and its content, 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 applications, 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.
Privacy and Legal Compliance:
b. You will not ask for, view, store, and access or cache the sign-in name or passwords to Shutterstock users accounts.
c. You understand and agree that Shutterstock may access, preserve, and disclose your personal information and your developer account details and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of Shutterstock, its affiliates or partners, its users, or the general public
You agree to hold harmless and indemnify Shutterstock, and its subsidiaries, affiliates and licensors, and their respective officers, agents, shareholders, and employees, advertisers or partners, from and against any claim arising from or in any way related to your use of any Shutterstock Property, violation of these API TOS, violation of applicable laws and regulations, including, without limitation, 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.
Disclaimer of Warranties:
YOU EXPRESSLY UNDERSTAND AND AGREE TO THE FOLLOWING DISCLAIMERS TO THE EXTENT PERMITTED BY APPLICABLE LAW:
a. YOUR USE OF THE SHUTTERSTOCK PROPERTY AND ANY SHUTTERSTOCK SERVICES IS AT YOUR SOLE RISK. THE SHUTTERSTOCK PROPERTY AND ANY SHUTTERSTOCK SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHUTTERSTOCK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. SHUTTERSTOCK MAKES NO WARRANTY THAT THE SHUTTERSTOCK PROPERTY OR ANY SHUTTERSTOCK SERVICES (I) WILL MEET YOUR REQUIREMENTS, (II) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR HAVE KNOWN OR DISCOVERED ERRORS CORRECTED, (III) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE, OR (IV) WILL MEET YOUR EXPECTATIONS (OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SHUTTERSTOCK PROPERTY OR ANY SHUTTERSTOCK SERVICES WILL MEET YOUR EXPECTATIONS).
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SHUTTERSTOCK PROPERTY OR ANY SHUTTERSTOCK SERVICES IS ACQUIRED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHUTTERSTOCK SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE API TOS.
Limitation of Liability:
YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHUTTERSTOCK SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SHUTTERSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SHUTTERSTOCK PROPERTY OR SHUTTERSTOCK SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE SHUTTERSTOCK PROPERTY OR ANY SHUTTERSTOCK SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SHUTTERSTOCK PROPERTY OR ANY SHUTTERSTOCK SERVICES.
The term "Shutterstock Confidential Information" means any information of or relating to Shutterstock that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Shutterstock or that is not generally known or readily ascertainable by the public, including, without limitation, nonpublic information regarding the Shutterstock API and Shutterstock's products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Shutterstock Confidential Information remains the property of Shutterstock, and no license or other right in any Shutterstock Confidential Information is granted hereby. You will not disclose any Shutterstock Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. If you are a corporate entity, you will limit your internal distribution of Shutterstock Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Shutterstock Confidential Information for the benefit of anyone other than Shutterstock. Upon Shutterstock's written request, you will destroy or return to Shutterstock all Shutterstock Confidential Information in your custody or control. In addition to the terms of this provision, you and Shutterstock will continue to be subject to any non-disclosure agreement that you and Shutterstock have entered into separately. This provision will survive any expiration or termination of this Agreement.
You acknowledge that your breach of these API TOS may cause irreparable harm to Shutterstock and/or its licensors, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Shutterstock may be legally entitled, Shutterstock shall have the right to seek immediate injunctive relief in the event of a breach of these API TOS by you or any of your officers, employees, consultants or other agents.
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.
These API TOS including those documents explicitly incorporated herein by reference, constitute the entire agreement between you and Shutterstock and govern your use of the API, superseding any prior agreements between you and Shutterstock with the same subject matter hereof.
Choice of Law and Forum:
These API TOS and the relationship between you and Shutterstock shall be governed by the internal laws of the State of New York without regard to its conflict of law provisions. Any legal action or proceeding concerning the validity, interpretation and enforcement of these API TOS, matters arising out of or related to these TOS or their making, performance or breach, or related matters shall be brought exclusively in the courts of the State of New York in the County of New York or of the United States of America for the Southern District of New York, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.
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.
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.
Statute of Limitations:
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Shutterstock Property must be filed within two (2) years after such claim or cause of action arose or be forever barred.
Third Party Beneficiaries:
Nothing in these API TOS shall be construed to confer any rights to any third party beneficiaries.
You may not assign or transfer your agreement to these API TOS. Shutterstock shall have the right to assign this agreement or any rights hereunder to any corporation, company or other entity that acquires, merges with, directly or indirectly controls, is controlled by, or is under common control with Shutterstock.
The section headings in these API TOS are for convenience only and have no legal or contractual effect.