The Keystone Advantage

This is a legal agreement (the “agreement”) between you (or the entity on whose behalf you are licensing imagery (“you” or “your”) and Keystone Technologies. By downloading images (“images”) from keystonetech.com or any other of our platforms serving our images (the “Service”), you agree to be bound by this agreement as well as our Privacy Policy and Terms of Service. If you don’t agree, do not download or use these images.

We may need to change this agreement from time to time, and you agree to be bound by future versions.

Please keep your password confidential. They are for your use alone.

1. Ownership: All images are protected by U.S. copyright law and international copyright treaties. We reserve all rights not granted in this agreement.

2. License: Subject to the terms of this agreement, Keystone Technologies grants you a non-exclusive, non-transferable, worldwide, perpetual right to use and reproduce these images for any commercial, artistic, or editorial purposes not prohibited in this agreement.

3. Restrictions:
You may NOT:
1. Redistribute or use any image in a way that competes with Keystone Technologies. Specifically, you may not sublicense, resell, assign, transfer, convey, share, or provide access to the images or any rights in the images, other than as permitted in this agreement.
2. Use an image to represent any product or service not belonging to Keystone Technologies.
3. Incorporate the image into any logo, trademark, trade dress, or service mark.
4. Use an image in any unlawful manner or in any way that a reasonable person might find offensive or that would likely bring any person or property reflected in the image into disrepute.
5. Falsely represent that you are the original creator of an image.
6. Use an image on any service that claims to acquire rights to the image.
7. Infringe any party’s trademark or intellectual property or use an image for deceptive advertising.
8. Remove or modify any Keystone Technologies copyright management information (e.g. the Keystone logo) from any place where it is on or embedded in the image.

4. Transferability; Derivative Works: The end user of the work you produce with the image must be yourself or your employer, client or customer. Only you are permitted to use the standalone images (you may not sell, rent, loan, etc. to any third party). You may transfer files containing the images to clients, vendors, or ISP’s for the purpose licensed under this agreement. You agree to take reasonable efforts to protect images from being extracted or stolen. You will promptly notify us of any misuse of the images. If you pass images as authorized above, the receiving parties must agree to protect images as required by this agreement. Even when used in derivative work, our images continue to be owned by Keystone Technologies.

5. Review and Records: With reasonable notice, you will provide sample copies of uses of images to Keystone Technologies. You must keep record of all usage of images including details on client usage. Keystone Technologies may request and audit such records periodically. If images are discovered to have been used outside of the scope of this agreement, you will take down the images at Keystone Technologies’ preference.

6. Representations and Warranties: We represent and warrant that images made available for download, unaltered and used in full compliance with this agreement, will not infringe any copyright, trademark, or other IP right nor violate any third party’s right of privacy or publicity.

IMAGES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

7. Your Indemnification: You agree to indemnify, defend and hold Keystone Technologies, its affiliates, its contributors, affiliates, licensors, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Keystone Technologies Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Keystone Technologies Party as a result of or in connection with (i) any breach or alleged breach by you or anyone acting on your behalf of you of any of the terms of this agreement, including without limitation any use of our website or any image other than as expressly allowed in this agreement; (ii) any combination of an image with any other content or text, or any modification or derivative work of the image.

8. Limitation of Liability: Keystone Technologies shall have no liability under this agreement, to the extent arising out of modification of images, use in any derivative work, the context in which the image is used, or your (or a third party’s acting on your behalf), breach of this agreement, negligence or intentional wrongdoing.

UNTO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER KEYSTONE TECHNOLOGIES NOR ANY OF ITS EMPLOYEES 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 IMAGE(S), WEBSITE, KEYSTONE TECHNOLOGIES’ BREACH OF THIS AGREEMENT, OR OTHERWISE, UNLESS EXPRESSLY PROVIDED FOR HEREIN, EVEN IF KEYSTONE TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

9. Termination: Unless terminated as allowed below, this agreement is effective so long as you have your account. You can terminate any license granted under this agreement by destroying the images and any derivative works thereof, along with any copies or archives of the foregoing or accompanying materials (if applicable), and ceasing to use the images for any purpose. The licenses granted under this agreement also terminate without notice from Keystone Technologies if at any time you fail to comply with any of the terms of this agreement. Keystone Technologies may terminate this agreement, and your account and all of your licenses, with or without notice to you, upon your failure to comply with the terms of this agreement. Upon termination of your license, you must immediately cease using the images for any purpose; destroy or delete all derivative works of the images, and copies and archives of the images or accompanying materials; and, if requested, confirm to Keystone Technologies in writing that you have complied with these requirements. THE FOREGOING TERMINATION SHALL BE IN ADDITION TO Keystone Technologies’ OTHER RIGHTS AT LAW AND/OR EQUITY. Keystone Technologies SHALL BE UNDER NO OBLIGATION TO REFUND ANY FEES PAID BY YOU IN THE EVENT THAT YOUR LICENSE OR ACCOUNT IS TERMINATED BY REASON OF YOUR BREACH.

10. Survival of Rights After Termination: The following terms and conditions will survive any termination or expiration of this agreement: the terms applicable to image licenses granted hereunder shall survive with respect to surviving licenses provided that this agreement is not terminated as a result of your breach, and that you at all times thereafter remain in compliance with its terms.

11. Removal of Images from keystonetech.com: Keystone Technologies reserves the right to remove images from keystonetech.com, and to revoke any license to any images for good cause and to elect to replace such image with an alternative image. Upon notice of any revocation of a license for any image, you shall immediately cease using such images, shall take all reasonable steps to discontinue use of the replaced images and shall inform all end-users and clients of same.

12. Miscellaneous: This agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. The parties agree that any material breach of Section 3 (“Restrictions”) will cause irreparable injury to Keystone Technologies, and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of such Section in addition to any other relief to Keystone Technologies may be entitled. If we fail to enforce portions of this agreement, that does not mean such portions are waived. This agreement is not transferable by you without our written approval, and any such purported transfer without approval is void. If any portion of this agreement if found to be illegal or unenforceable, that portion shall be modified to reflect the fullest legally enforceable intent of the parties (or if not possible, removed) without effecting the validity or enforceability of the remainder. Any legal action or proceedings concerning our relationship with you or this agreement shall be brought in the courts of the State of Pennsylvania in the County of Montgomery, or of the United States of America for the Eastern District of Pennsylvania, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this agreement. The validity, interpretation and enforcement of this agreement, matters arising out of or related to this agreement or their making, performance or breach, and related matters shall be governed by the internal laws of the State of Pennsylvania (without reference to choice of law doctrine). You agree that service of process in any actions, controversies and disputes arising from or relating to this agreement may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law.