Please click on a category at the left to begin shopping and our beautiful product designs will appear as you click through each category.
For example, to see the Eat Local Food Banners:
Click on the category Banners, then the subcategory Eat Local Food.
Our colorful, eye catching banners will appear in a vertical product listing for you to browse and shop!
!! Free Shipping on In-Stock Market Bags, In-Stock Posters and Garden Flags !!
At Eat Local Food, we want you to be satisfied with your order. If you experience any shipment loss, damage or shortages we ask that you report them to us within 24 hours of receipt. See "How to Report a Damaged Item", below. Any scratched, altered, blemished, or broken items are not eligible for a refund or exchange unless the damage occurred during the original shipment, or unless the items were flawed during production. Original shipping charges and credit card fees (if any) are not refundable.
We ask that you contact us within 24 hours of receipt of your damaged item or product shortage. Please e-mail us, using the contact page of our web site, with the following information: Your name, e-mail address, mailing address, phone number and a description of the product damage or shortage. We will correct the error and send replacement product as soon as possible.
Returns on stock orders with no custom design elements may be made within ten days from the date of receipt. When the item is returned to us without damage you will receive a prompt full refund less any shipping charges. We request that any item(s) be returned via insured mail through the United States Postal Service or the United Parcel Service (UPS).
Any custom design element added to a stock image is considered to be a custom design order. We do not offer returns on custom design orders. In order to avoid dissatisfaction with your custom designed order, we follow an extensive quote and proof sign-off prior to beginning production. We also require a 25% non-refundable deposit prior to beginning production.
We will keep your 25% non-refundable deposit upon cancellation of your custom order. If we have incurred costs exceeding your 25% deposit at the time your order is cancelled, we will bill you for any additional custom design time and product cost.
We are fully committed to protecting your privacy. We use the information we collect to enhance your shopping experience at our web site. We do not distribute your personal information to outside parties with the exception of addresses for drop shipments from our manufacturing partners.
Why do we collect information about you? In order to process an order, we need to know your name, e-mail address, shipping address, credit card number, and expiration date. This information allows us to process and ship your order, while keeping you up to date of your order status via email.
We may also use the information we collect to notify you about important changes to the Web site, new services, and special offers we think youll be interested in. If you would rather not receive this information, just reply to any email you receive from us with the word REMOVE in the subject.
How do we protect your personal information? When you place orders or access your account information, we offer our secure server. Secure Sockets Layer (SSL) encrypts all information you enter before it travels over the Internet to us.
What are cookies? Cookies are of small bits of information that are stored on your computers hard drive, by your browser. No personal information is stored in our cookies. We use them because they allow us to offer you more features and functionality. For example, they enable us to store products in your shopping cart from one visit to another.
Most Web browsers, by default, accept cookies, but you can usually change a setting in your browser to prevent their use. Even if your browser is set to prevent the use of cookies, you can still shop at our web site, place items in your shopping cart, and purchase them.
This Agreement governs the terms by
which customers of Eat Local Food® obtain the right to use stock
photographic images (the "Content") provided by Chris Witkowski
through the web site located at www.eatlocalfoodstore.com(the
"Site"). This Content License Agreement is in addition to the
Terms of Use applicable to the Site in the event of conflict, the
terms of this Agreement shall govern.
1. Background of Agreement
(a) This is a fairly lengthy document,
and it contains many important provisions that affect your rights and
obligations. Download of photographic images from the
Site constitutes acceptance, usage of Content downloaded by others
constitutes acceptance, you accept this
Agreement either for yourself or on behalf of your employer or the
entity that is identified as the account holder, and agree to be
bound by its provisions. If you are accepting on behalf of your
employer or the entity that is the account holder, you represent and
warrant that you have full legal authority to bind your employer or
such other entity. If you do not have such authority or you do not
accept or agree with these terms, do not download the
Content and do not use Content downloaded by others.
(b) In this Agreement: (i) "you" or
the "Client" means you or, if you are accepting on behalf of your
employer or account entity, then "you" means that employer or
entity and affiliates; (ii) "Eat Local Food" or "we" means
Eat Local Food, LLC, operator of the Site; and (iii) "Content"
means any photographic image that you are downloading from the Site,
together with any accompanying material.
(c) This Agreement is set up as a
user-determined document where you will choose to enter into either
our standard royalty-free content license (the "Standard License")
or an extended license where one or more of the restrictions of the
Standard License are amended for your proposed use of the Content (an
"Extended License"). An Extended License is not available
directly through the Site. Please contact info@eatlocalfood.com
for information on what extensions are available and how to obtain an
Extended License for Content.
2. Standard License Terms
We hereby grant to you a perpetual,
non-exclusive, non-transferable worldwide license to use the Content
for the Permitted Uses (as defined below). Unless the activity or use
is a Permitted Use, you cannot do it. All other rights in and to the
Content, including, without limitation, all copyright and other
intellectual property rights relating to the Content, are retained by
Eat Local Food or the supplier of the Content, as the case may be.
3. Permitted Standard License Uses
(a) You may only use the Content for
those advertising, promotional and other specified purposes which are
Permitted Uses (as defined below). For clarity, you may not use the
Content in products for resale, license or other distribution, unless
(i) the proposed use is allowable under an Extended License which is
available for the Content; or (ii) if the original Content has been
fundamentally modified or transformed sufficiently that it
constitutes an original work entitling the author or artist to
copyright protection under applicable law, and where the primary
value of such transformed or derivative work is not recognizable as
the Content nor is the Content capable of being downloaded, extracted
or accessed by a third party as a stand-alone file (satisfaction of
these conditions will constitute the work as a "Permitted
Derivative Work" for the purposes of this Agreement). For example,
you cannot superficially modify the Content, print it on a t-shirt,
mug, poster, template or other item, and sell it to others for
consumption, reproduction or re-sale. These uses will not be
permitted as or constitute Permitted Derivative Works. If there is
any doubt that a work is a Permitted Derivative Work, you should
either obtain an Extended License by contacting Eat Local Food at
Info@eatlocalfood.com or contact Eat Local Food at
info@eatlocalfood.com for guidance. Any use of the Content that is
not a Permitted Use shall constitute infringement of copyright.
(b) Seat Restrictions. Only you are
permitted to use the Content, although you may transfer files
containing Content or Permitted Derivative Works to your clients,
printers, or ISP for the purpose of reproduction for Permitted Uses,
provided that such parties shall have no further or additional rights
to use the Content and cannot access or extract it from any file you
provide. You may install and use the Content in only one location at
a time, although subject to the Prohibited Uses and the other terms
of this Agreement, you are entitled to utilize the Permitted Uses an
unlimited number of times. You may physically transfer the Content
and its archives from one location to another, in which case you may
use the Content at the new location instead. If you require the
Content to be in more than one location or accessible by more than
one person, you must download the Content from the Site for each such
use or obtain an Extended License for a multi-seat license for the
Content. You may make one (1) copy of the Content solely for back-up
purposes, and you must reproduce all proprietary notices on this
single back-up copy.
(c) Permitted Uses. Subject to the
restrictions described under Prohibited Uses below, the following are
"Permitted Uses" of Content:
advertising and promotional
projects, including printed materials, product packaging,
presentations, film and video presentations, commercials,
catalogues, brochures, promotional greeting cards and promotional
postcards (ie. not for resale or license);
entertainment applications, such
as books and book covers, magazines, newspapers, editorials,
newsletters, and video, broadcast and theatrical presentations;
on-line or electronic
publications, including web pages to a maximum of 800 x 800 pixels
for images.
prints, posters (i.e. a hardcopy)
and other reproductions for personal use or promotional purposes
specified in (1) above, but not for resale, license or other
distribution; and
any other uses approved in writing
by Eat Local Food.
If there is any doubt that a proposed
use is a Permitted Use, you should contact Eat Local Food at
info@eatlocalfood.com for guidance.
4. Standard License Prohibitions
(a) Prohibited Uses. You may not do
anything with the Content that is not expressly permitted in the
preceding section or permitted by an Extended License. For greater
certainty, the following are "Prohibited Uses" and you may not:
use the Content in design template
applications intended for resale, whether on-line or not, including,
without limitation, website templates, Flash templates, business
card templates, electronic greeting card templates, and brochure
design templates;
use or display the Content on
websites or other venues designed to induce or involving the sale,
license or other distribution of "on demand" products, including
postcards, mugs, t-shirts, posters and other items (this includes
custom designed websites, as well as sites such as
www.cafepress.com);
use the Content in any posters
(printed on paper, canvas or any other media) or other items for
resale, license or other distribution for profit;
use any of the Content as part of
a trade-mark, design-mark, trade-name, business name, service mark,
or logo;
incorporate the Content in any
product that results in a re-distribution or re-use of the Content
(such as electronic greeting card web sites, web templates and the
like) or is otherwise made available in a manner such that a person
can extract or access or reproduce the Content as an electronic
file;
use the Content in a fashion that
is considered by Eat Local Food (acting reasonably) as or under
applicable law is considered pornographic, obscene, immoral,
infringing, defamatory or libelous in nature, or that would be
reasonably likely to bring any person or property reflected in the
Content into disrepute;
use or display any Content that
features a model or person in a manner (a) that would lead a
reasonable person to think that such person uses or personally
endorses any business, product, service, cause, association or other
endeavour; or (b) except where accompanied by a statement that
indicates that the Content is being used for illustrative purposes
only and any person depicted in the Content is a model, that depicts
such person in a potentially sensitive subject matter, including,
but not limited to mental and physical health issues, social issues,
sexual or implied sexual activity or preferences, substance abuse,
crime, physical or mental abuse or ailments, or any other subject
matter that would be reasonably likely to be offensive or
unflattering to any person reflected in the Content, unless the
Content itself clearly and undisputedly reflects the model or person
in such potentially sensitive subject matter in which case the
Content may be used or displayed in a manner that portrays the model
or person in the same context and to the same degree depicted in the
Content itself;
to the extent that source code is
contained within the Content, reverse engineer, decompile, or
disassemble any part of such source code;
remove any notice of copyright,
trade-mark or other proprietary right from any place where it is on
or embedded in the Content;
sub-license, re-sell, rent, lend,
assign, gift or otherwise transfer or distribute the Content or the
rights granted under this Agreement;
install and use the Content in
more than one location at a time or post a copy of the Content on a
network server or web server for use by other users;
use or display the Content in an
electronic format that enables it to be downloaded or distributed
via mobile devices or shared in any peer-to-peer or similar file
sharing arrangement;
use the Content for editorial
purposes without including the following credit adjacent to the
Content: "©Chris Witkowski"
either individually or in
combination with others, reproduce the Content, or an element of the
Content, in excess of 500,000 times without obtaining an Extended
License, in which event you shall be required to pay an additional
royalty fee equal to US $0.01 for each reproduction which is in
excess of 500,000 reproductions. This additional royalty does not
apply to advertisements in websites or to broadcast by television,
web-cast or theatrical production.
5. Excess Reproduction Run
In the event you contravene
subparagraph 4(a)(14) above without purchasing an Extended License,
you further agree to notify Eat Local Food in the event that you (or
a combination of you and others involved with you) reproduce the
Content, or an element of the Content in excess of 500,000 times.
Such disclosure notice must be sent to Eat Local Food each and every
month after which the Content, or an element of the Content, has been
reproduced in aggregate over the term of this Agreement in excess of
500,000 times. Each such notice must contain the number of
reproductions made in any particular month, provided however the
first such notice will only be require disclosure of those
reproductions which are in excess of 500,000. Eat Local Food shall
invoice you for the fees associated with such excess use and you
agree to pay such invoice within 30 days of receipt.
6. Term of Agreement
(a) This Agreement is effective until
it is terminated. You can terminate this Agreement by destroying the
Content and any Permitted Derivative Works, along with any copies or
archives of it or accompanying materials (if applicable), and ceasing
to use the Content for any purpose. The Agreement also terminates
without notice from Eat Local Food if at any time you fail to comply
with any of its terms. Upon termination, you must immediately (i)
cease using the Content and for any purpose; (ii) destroy or delete
all copies and archives of the Content or accompanying materials; and
(iii) if requested, confirm to Eat Local Food in writing that you
have complied with these requirements.
(b) Eat Local Food reserves the right
to elect at a later date to revoke or amend the license granted by
this Agreement and replace the Content with an alternative for any
reason. Upon notice, sent to the address or contact information
provided by you for your member account, or such other address as you
may advise us in writing to use, from time to time, of such
replacement, the license for the replaced Content immediately
terminates for any products that do not already exist, and this
license automatically applies to the replacement Content. You agree
not to use the replaced Content, or any Permitted Derivative Works,
for future products and to take all reasonable steps to discontinue
use of the replaced Content, or any Permitted Derivative Works, in
products that already exist.
(c) Upon notice from Eat Local Food, or
upon your knowledge that any Content is subject to a threatened,
potential or actual claim of infringement of another's right for
which Eat Local Food may be liable, you must immediately and at your
own expense (i) stop using the Content; (ii) delete or remove the
Content from your premises, computer systems and storage (electronic
or physical); and (iii) ensure that your clients, printers or ISPs do
likewise. Eat Local Food shall provide you with replacement Content
(which shall be determined by Eat Local Food in its reasonable
commercial judgment) free of charge, but subject to the other terms
and conditions of this Agreement.
7. Eat Local Food Representations and
Warranties
(a) Eat Local Food warrants that: (i)
your use of the Content in accordance with this Agreement and in the
form delivered by Eat Local Food will not infringe on any copyright,
moral right, trademark or other intellectual property right and will
not violate any right of privacy or right of publicity; and (ii) all
necessary model and/or property releases for use of the Content in
the manner authorized under this Agreement have been obtained.
(b) While we have made reasonable
efforts to correctly categorize and keyword the Content, Eat Local
Food does not warrant the accuracy of such information.
(c) OTHER THAN AS EXPRESSLY PROVIDED IN
SECTION 7(a), THE CONTENT IS PROVIDED "AS IS" WITHOUT
REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS,
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE. Eat Local Food DOES NOT REPRESENT OR WARRANT THAT
THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE
UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE
DEFECTIVE, YOU (AND NOT Eat Local Food) ASSUME THE ENTIRE RISK AND
COST OF ALL NECESSARY CORRECTIONS.
IN PARTICULAR AND WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS
IN A FLASH FORMAT OR FILE (WHETHER .SWF OR OTHERWISE), EXCEPT AS
EXPRESSLY PROVIDED IN SECTION 7(a),Eat Local Food MAKES NO
REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER,
WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR
OTHERWISE.
(d) Certain jurisdictions do not allow
the exclusion of implied warranties, so the above exclusion may not
apply to you. You have specific rights under this warranty, but you
may have others, which vary from jurisdiction to jurisdiction.
8. Eat Local Food Indemnification and
Limitation of Liability
(a) Provided that the Content is only
used in accordance with this Agreement and you are not otherwise in
breach of this Agreement and as your sole and exclusive remedy for
breach of the representations and warranties set forth in Section 7
(a) above, Eat Local Food shall, subject to the terms of Sections
8(b),(c),(d) and (e) defend, indemnify and hold harmless you, your
parent, subsidiaries and affiliates and respective directors,
officers and employees from all damages, liabilities and expenses
(including reasonable outside legal fees), arising out of or
connected with any actual or threatened lawsuit, claim or legal
proceeding alleging that the possession, distribution or use of the
Content by you is in breach of the representations and warranties set
forth in Section 7(a) above. The foregoing states Eat Local Food’s
entire indemnification obligation under this Agreement.
(b) The indemnification set out in
Section 8(a) above is conditioned on your prompt notification in
writing to Eat Local Food of such claim and our right to assume the
handling, settlement or defence of any claim or litigation. You agree
to cooperate with Eat Local Food in the defence of any such claim or
litigation and shall have the right to participate in such litigation
at your sole expense. Eat Local Food shall not be liable for legal
fees and other costs incurred prior to the notice of the claim.
(c) IN NO EVENT SHALL EAT LOCAL FOOD OR
ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE
LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF
PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER
PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION,
SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO,
OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS
GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT,
TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS OR OTHERWISE. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING
OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN
TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE.
(d) NOTWITHSTANDING ANY OTHER TERM
HEREIN, EAT LOCAL FOOD SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR
LOSSES ARISING AS A RESULT OF MODIFCATIONS MADE TO THE CONTENT BY YOU
OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.
(e) NOTWITHSTANDING ANYTHING ELSE IN
THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF EAT LOCAL FOOD
UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU
HAVE LICENSED THE SAME CONTENT, REGARDLESS OF THE FILE SIZE, OR THE
USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER
WHATSOEVER AND THE OBLIGATION OF Eat Local Food UNDER SECTION 8(a)
SHALL BE LIMITED TO AN AGGREGATE OF TEN THOUSAND ($10,000) US
DOLLARS. FOR GREATER CLARITY, Eat Local Food’S LIABILITY TO YOU IN
RESPECT OF THE CONTENT SHALL NOT EXCEED TEN THOUSAND ($10,000) US
DOLLARS REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME
CONTENT FROM EAT LOCAL FOOD.
(f) SOME JURISDICTIONS DO NOT ALLOW FOR
THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU.
9. Your Indemnification
You agree to indemnify, defend and hold
Eat Local Food, its affiliates, its Content providers and their
respective directors, officers, employees, shareholders, partners and
agents (collectively, the "Eat Local Food 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 Eat Local Food Party as a result of or in
connection with any breach or alleged breach by you or anyone acting
on your behalf of any of the terms of this Agreement.
10. General Provisions
(a) You specifically agree and
acknowledge that you have, in addition to the terms of this
Agreement, reviewed the terms of the Membership Agreement and Terms
of Use and any other agreements which may be incorporated by
reference therein, and to the extent of their incorporation in this
Agreement you agree to be bound by them.
(b) Eat Local Food’s failure to
insist upon or enforce strict performance of any provision of this
Agreement shall not be construed as a waiver of any provision or
right.
(c) This Agreement is personal to you
and is not assignable by you without Eat Local Food’s prior written
consent. Eat Local Food may assign this Agreement without your
consent to any other party so long as such party agrees to be bound
by its terms.
(d) If all or part of any provision of
this Agreement is wholly or partially unenforceable, the parties or,
in the event the parties are unable to agree, a court of competent
jurisdiction, shall put in place of such whole or part provision an
enforceable provision or provisions, that as nearly as possible
reflects the terms of the unenforceable whole or part provision.
(e) You agree to pay and be responsible
for any and all sales taxes, use taxes, value added taxes and duties
imposed by any jurisdiction as a result of the license granted to
you, or of your use of the Content, pursuant to this Agreement.
(f) This Agreement will be governed
under the laws of the Province of Alberta and the federal laws of
Canada applicable therein (without reference to conflicts of laws
principles). This Agreement will not be governed by the United
Nations Convention on Contracts for the International Sale of Goods,
the application of which is expressly excluded. You consent to
service of any required notice or process upon you by registered mail
or overnight courier with proof of delivery notice, addressed to the
address or contact information provided by you at the time the
Content was downloaded, or such other address as you may advise us in
writing to use, from time to time.
(g) Any and all disputes arising out
of, under or in connection with this Agreement, including without
limitation, its validity, interpretation, performance and breach,
shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce by a single Arbitrator appointed in
accordance with such rules. The arbitration shall take place in
Calgary, Alberta, and shall be conducted in the English language.
(h) The parties have requested that
this Agreement and all related documents be drawn up in English. Les
parties ont demand que cette convention ainsi que tous les documents
qui s’y rattachent soient en anglais.
11. Contact
If you have concerns relating to this
Agreement, please contact Eat Local Food at info@eatlocalfood.com or
via phone at (734) 341-7028
12. Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT
LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF EAT LOCAL
FOOD AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND
EAT LOCAL FOOD WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL
OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND EAT LOCAL
FOOD RELATING TO THE SUBJECT OF THIS AGREEMENT.
© Eat Local Food, LLC 2010. All rights
reserved. Eat Local Food® is a trademark of Eat Local Food, LLC.
">This Agreement governs the terms by
which customers of Eat Local Food® obtain the right to use stock
photographic images (the "Content") provided by Chris Witkowski
through the web site located at www.eatlocalfoodstore.com(the
"Site"). This Content License Agreement is in addition to the
Terms of Use applicable to the Site in the event of conflict, the
terms of this Agreement shall govern.
1. Background of Agreement
(a) This is a fairly lengthy document,
and it contains many important provisions that affect your rights and
obligations. Download of photographic images from the
Site constitutes acceptance, usage of Content downloaded by others
constitutes acceptance, you accept this
Agreement either for yourself or on behalf of your employer or the
entity that is identified as the account holder, and agree to be
bound by its provisions. If you are accepting on behalf of your
employer or the entity that is the account holder, you represent and
warrant that you have full legal authority to bind your employer or
such other entity. If you do not have such authority or you do not
accept or agree with these terms, do not download the
Content and do not use Content downloaded by others.
(b) In this Agreement: (i) "you" or
the "Client" means you or, if you are accepting on behalf of your
employer or account entity, then "you" means that employer or
entity and affiliates; (ii) "Eat Local Food" or "we" means
Eat Local Food, LLC, operator of the Site; and (iii) "Content"
means any photographic image that you are downloading from the Site,
together with any accompanying material.
(c) This Agreement is set up as a
user-determined document where you will choose to enter into either
our standard royalty-free content license (the "Standard License")
or an extended license where one or more of the restrictions of the
Standard License are amended for your proposed use of the Content (an
"Extended License"). An Extended License is not available
directly through the Site. Please contact info@eatlocalfood.com
for information on what extensions are available and how to obtain an
Extended License for Content.
2. Standard License Terms
We hereby grant to you a perpetual,
non-exclusive, non-transferable worldwide license to use the Content
for the Permitted Uses (as defined below). Unless the activity or use
is a Permitted Use, you cannot do it. All other rights in and to the
Content, including, without limitation, all copyright and other
intellectual property rights relating to the Content, are retained by
Eat Local Food or the supplier of the Content, as the case may be.
3. Permitted Standard License Uses
(a) You may only use the Content for
those advertising, promotional and other specified purposes which are
Permitted Uses (as defined below). For clarity, you may not use the
Content in products for resale, license or other distribution, unless
(i) the proposed use is allowable under an Extended License which is
available for the Content; or (ii) if the original Content has been
fundamentally modified or transformed sufficiently that it
constitutes an original work entitling the author or artist to
copyright protection under applicable law, and where the primary
value of such transformed or derivative work is not recognizable as
the Content nor is the Content capable of being downloaded, extracted
or accessed by a third party as a stand-alone file (satisfaction of
these conditions will constitute the work as a "Permitted
Derivative Work" for the purposes of this Agreement). For example,
you cannot superficially modify the Content, print it on a t-shirt,
mug, poster, template or other item, and sell it to others for
consumption, reproduction or re-sale. These uses will not be
permitted as or constitute Permitted Derivative Works. If there is
any doubt that a work is a Permitted Derivative Work, you should
either obtain an Extended License by contacting Eat Local Food at
Info@eatlocalfood.com or contact Eat Local Food at
info@eatlocalfood.com for guidance. Any use of the Content that is
not a Permitted Use shall constitute infringement of copyright.
(b) Seat Restrictions. Only you are
permitted to use the Content, although you may transfer files
containing Content or Permitted Derivative Works to your clients,
printers, or ISP for the purpose of reproduction for Permitted Uses,
provided that such parties shall have no further or additional rights
to use the Content and cannot access or extract it from any file you
provide. You may install and use the Content in only one location at
a time, although subject to the Prohibited Uses and the other terms
of this Agreement, you are entitled to utilize the Permitted Uses an
unlimited number of times. You may physically transfer the Content
and its archives from one location to another, in which case you may
use the Content at the new location instead. If you require the
Content to be in more than one location or accessible by more than
one person, you must download the Content from the Site for each such
use or obtain an Extended License for a multi-seat license for the
Content. You may make one (1) copy of the Content solely for back-up
purposes, and you must reproduce all proprietary notices on this
single back-up copy.
(c) Permitted Uses. Subject to the
restrictions described under Prohibited Uses below, the following are
"Permitted Uses" of Content:
advertising and promotional
projects, including printed materials, product packaging,
presentations, film and video presentations, commercials,
catalogues, brochures, promotional greeting cards and promotional
postcards (ie. not for resale or license);
entertainment applications, such
as books and book covers, magazines, newspapers, editorials,
newsletters, and video, broadcast and theatrical presentations;
on-line or electronic
publications, including web pages to a maximum of 800 x 800 pixels
for images.
prints, posters (i.e. a hardcopy)
and other reproductions for personal use or promotional purposes
specified in (1) above, but not for resale, license or other
distribution; and
any other uses approved in writing
by Eat Local Food.
If there is any doubt that a proposed
use is a Permitted Use, you should contact Eat Local Food at
info@eatlocalfood.com for guidance.
4. Standard License Prohibitions
(a) Prohibited Uses. You may not do
anything with the Content that is not expressly permitted in the
preceding section or permitted by an Extended License. For greater
certainty, the following are "Prohibited Uses" and you may not:
use the Content in design template
applications intended for resale, whether on-line or not, including,
without limitation, website templates, Flash templates, business
card templates, electronic greeting card templates, and brochure
design templates;
use or display the Content on
websites or other venues designed to induce or involving the sale,
license or other distribution of "on demand" products, including
postcards, mugs, t-shirts, posters and other items (this includes
custom designed websites, as well as sites such as
www.cafepress.com);
use the Content in any posters
(printed on paper, canvas or any other media) or other items for
resale, license or other distribution for profit;
use any of the Content as part of
a trade-mark, design-mark, trade-name, business name, service mark,
or logo;
incorporate the Content in any
product that results in a re-distribution or re-use of the Content
(such as electronic greeting card web sites, web templates and the
like) or is otherwise made available in a manner such that a person
can extract or access or reproduce the Content as an electronic
file;
use the Content in a fashion that
is considered by Eat Local Food (acting reasonably) as or under
applicable law is considered pornographic, obscene, immoral,
infringing, defamatory or libelous in nature, or that would be
reasonably likely to bring any person or property reflected in the
Content into disrepute;
use or display any Content that
features a model or person in a manner (a) that would lead a
reasonable person to think that such person uses or personally
endorses any business, product, service, cause, association or other
endeavour; or (b) except where accompanied by a statement that
indicates that the Content is being used for illustrative purposes
only and any person depicted in the Content is a model, that depicts
such person in a potentially sensitive subject matter, including,
but not limited to mental and physical health issues, social issues,
sexual or implied sexual activity or preferences, substance abuse,
crime, physical or mental abuse or ailments, or any other subject
matter that would be reasonably likely to be offensive or
unflattering to any person reflected in the Content, unless the
Content itself clearly and undisputedly reflects the model or person
in such potentially sensitive subject matter in which case the
Content may be used or displayed in a manner that portrays the model
or person in the same context and to the same degree depicted in the
Content itself;
to the extent that source code is
contained within the Content, reverse engineer, decompile, or
disassemble any part of such source code;
remove any notice of copyright,
trade-mark or other proprietary right from any place where it is on
or embedded in the Content;
sub-license, re-sell, rent, lend,
assign, gift or otherwise transfer or distribute the Content or the
rights granted under this Agreement;
install and use the Content in
more than one location at a time or post a copy of the Content on a
network server or web server for use by other users;
use or display the Content in an
electronic format that enables it to be downloaded or distributed
via mobile devices or shared in any peer-to-peer or similar file
sharing arrangement;
use the Content for editorial
purposes without including the following credit adjacent to the
Content: "©Chris Witkowski"
either individually or in
combination with others, reproduce the Content, or an element of the
Content, in excess of 500,000 times without obtaining an Extended
License, in which event you shall be required to pay an additional
royalty fee equal to US $0.01 for each reproduction which is in
excess of 500,000 reproductions. This additional royalty does not
apply to advertisements in websites or to broadcast by television,
web-cast or theatrical production.
5. Excess Reproduction Run
In the event you contravene
subparagraph 4(a)(14) above without purchasing an Extended License,
you further agree to notify Eat Local Food in the event that you (or
a combination of you and others involved with you) reproduce the
Content, or an element of the Content in excess of 500,000 times.
Such disclosure notice must be sent to Eat Local Food each and every
month after which the Content, or an element of the Content, has been
reproduced in aggregate over the term of this Agreement in excess of
500,000 times. Each such notice must contain the number of
reproductions made in any particular month, provided however the
first such notice will only be require disclosure of those
reproductions which are in excess of 500,000. Eat Local Food shall
invoice you for the fees associated with such excess use and you
agree to pay such invoice within 30 days of receipt.
6. Term of Agreement
(a) This Agreement is effective until
it is terminated. You can terminate this Agreement by destroying the
Content and any Permitted Derivative Works, along with any copies or
archives of it or accompanying materials (if applicable), and ceasing
to use the Content for any purpose. The Agreement also terminates
without notice from Eat Local Food if at any time you fail to comply
with any of its terms. Upon termination, you must immediately (i)
cease using the Content and for any purpose; (ii) destroy or delete
all copies and archives of the Content or accompanying materials; and
(iii) if requested, confirm to Eat Local Food in writing that you
have complied with these requirements.
(b) Eat Local Food reserves the right
to elect at a later date to revoke or amend the license granted by
this Agreement and replace the Content with an alternative for any
reason. Upon notice, sent to the address or contact information
provided by you for your member account, or such other address as you
may advise us in writing to use, from time to time, of such
replacement, the license for the replaced Content immediately
terminates for any products that do not already exist, and this
license automatically applies to the replacement Content. You agree
not to use the replaced Content, or any Permitted Derivative Works,
for future products and to take all reasonable steps to discontinue
use of the replaced Content, or any Permitted Derivative Works, in
products that already exist.
(c) Upon notice from Eat Local Food, or
upon your knowledge that any Content is subject to a threatened,
potential or actual claim of infringement of another's right for
which Eat Local Food may be liable, you must immediately and at your
own expense (i) stop using the Content; (ii) delete or remove the
Content from your premises, computer systems and storage (electronic
or physical); and (iii) ensure that your clients, printers or ISPs do
likewise. Eat Local Food shall provide you with replacement Content
(which shall be determined by Eat Local Food in its reasonable
commercial judgment) free of charge, but subject to the other terms
and conditions of this Agreement.
7. Eat Local Food Representations and
Warranties
(a) Eat Local Food warrants that: (i)
your use of the Content in accordance with this Agreement and in the
form delivered by Eat Local Food will not infringe on any copyright,
moral right, trademark or other intellectual property right and will
not violate any right of privacy or right of publicity; and (ii) all
necessary model and/or property releases for use of the Content in
the manner authorized under this Agreement have been obtained.
(b) While we have made reasonable
efforts to correctly categorize and keyword the Content, Eat Local
Food does not warrant the accuracy of such information.
(c) OTHER THAN AS EXPRESSLY PROVIDED IN
SECTION 7(a), THE CONTENT IS PROVIDED "AS IS" WITHOUT
REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS,
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE. Eat Local Food DOES NOT REPRESENT OR WARRANT THAT
THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE
UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE
DEFECTIVE, YOU (AND NOT Eat Local Food) ASSUME THE ENTIRE RISK AND
COST OF ALL NECESSARY CORRECTIONS.
IN PARTICULAR AND WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS
IN A FLASH FORMAT OR FILE (WHETHER .SWF OR OTHERWISE), EXCEPT AS
EXPRESSLY PROVIDED IN SECTION 7(a),Eat Local Food MAKES NO
REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER,
WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR
OTHERWISE.
(d) Certain jurisdictions do not allow
the exclusion of implied warranties, so the above exclusion may not
apply to you. You have specific rights under this warranty, but you
may have others, which vary from jurisdiction to jurisdiction.
8. Eat Local Food Indemnification and
Limitation of Liability
(a) Provided that the Content is only
used in accordance with this Agreement and you are not otherwise in
breach of this Agreement and as your sole and exclusive remedy for
breach of the representations and warranties set forth in Section 7
(a) above, Eat Local Food shall, subject to the terms of Sections
8(b),(c),(d) and (e) defend, indemnify and hold harmless you, your
parent, subsidiaries and affiliates and respective directors,
officers and employees from all damages, liabilities and expenses
(including reasonable outside legal fees), arising out of or
connected with any actual or threatened lawsuit, claim or legal
proceeding alleging that the possession, distribution or use of the
Content by you is in breach of the representations and warranties set
forth in Section 7(a) above. The foregoing states Eat Local Food’s
entire indemnification obligation under this Agreement.
(b) The indemnification set out in
Section 8(a) above is conditioned on your prompt notification in
writing to Eat Local Food of such claim and our right to assume the
handling, settlement or defence of any claim or litigation. You agree
to cooperate with Eat Local Food in the defence of any such claim or
litigation and shall have the right to participate in such litigation
at your sole expense. Eat Local Food shall not be liable for legal
fees and other costs incurred prior to the notice of the claim.
(c) IN NO EVENT SHALL EAT LOCAL FOOD OR
ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE
LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF
PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER
PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION,
SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO,
OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS
GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT,
TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS OR OTHERWISE. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING
OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN
TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE.
(d) NOTWITHSTANDING ANY OTHER TERM
HEREIN, EAT LOCAL FOOD SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR
LOSSES ARISING AS A RESULT OF MODIFCATIONS MADE TO THE CONTENT BY YOU
OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.
(e) NOTWITHSTANDING ANYTHING ELSE IN
THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF EAT LOCAL FOOD
UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU
HAVE LICENSED THE SAME CONTENT, REGARDLESS OF THE FILE SIZE, OR THE
USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER
WHATSOEVER AND THE OBLIGATION OF Eat Local Food UNDER SECTION 8(a)
SHALL BE LIMITED TO AN AGGREGATE OF TEN THOUSAND ($10,000) US
DOLLARS. FOR GREATER CLARITY, Eat Local Food’S LIABILITY TO YOU IN
RESPECT OF THE CONTENT SHALL NOT EXCEED TEN THOUSAND ($10,000) US
DOLLARS REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME
CONTENT FROM EAT LOCAL FOOD.
(f) SOME JURISDICTIONS DO NOT ALLOW FOR
THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU.
9. Your Indemnification
You agree to indemnify, defend and hold
Eat Local Food, its affiliates, its Content providers and their
respective directors, officers, employees, shareholders, partners and
agents (collectively, the "Eat Local Food 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 Eat Local Food Party as a result of or in
connection with any breach or alleged breach by you or anyone acting
on your behalf of any of the terms of this Agreement.
10. General Provisions
(a) You specifically agree and
acknowledge that you have, in addition to the terms of this
Agreement, reviewed the terms of the Membership Agreement and Terms
of Use and any other agreements which may be incorporated by
reference therein, and to the extent of their incorporation in this
Agreement you agree to be bound by them.
(b) Eat Local Food’s failure to
insist upon or enforce strict performance of any provision of this
Agreement shall not be construed as a waiver of any provision or
right.
(c) This Agreement is personal to you
and is not assignable by you without Eat Local Food’s prior written
consent. Eat Local Food may assign this Agreement without your
consent to any other party so long as such party agrees to be bound
by its terms.
(d) If all or part of any provision of
this Agreement is wholly or partially unenforceable, the parties or,
in the event the parties are unable to agree, a court of competent
jurisdiction, shall put in place of such whole or part provision an
enforceable provision or provisions, that as nearly as possible
reflects the terms of the unenforceable whole or part provision.
(e) You agree to pay and be responsible
for any and all sales taxes, use taxes, value added taxes and duties
imposed by any jurisdiction as a result of the license granted to
you, or of your use of the Content, pursuant to this Agreement.
(f) This Agreement will be governed
under the laws of the Province of Alberta and the federal laws of
Canada applicable therein (without reference to conflicts of laws
principles). This Agreement will not be governed by the United
Nations Convention on Contracts for the International Sale of Goods,
the application of which is expressly excluded. You consent to
service of any required notice or process upon you by registered mail
or overnight courier with proof of delivery notice, addressed to the
address or contact information provided by you at the time the
Content was downloaded, or such other address as you may advise us in
writing to use, from time to time.
(g) Any and all disputes arising out
of, under or in connection with this Agreement, including without
limitation, its validity, interpretation, performance and breach,
shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce by a single Arbitrator appointed in
accordance with such rules. The arbitration shall take place in
Calgary, Alberta, and shall be conducted in the English language.
(h) The parties have requested that
this Agreement and all related documents be drawn up in English. Les
parties ont demand que cette convention ainsi que tous les documents
qui s’y rattachent soient en anglais.
11. Contact
If you have concerns relating to this
Agreement, please contact Eat Local Food at info@eatlocalfood.com or
via phone at (734) 341-7028
12. Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT
LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF EAT LOCAL
FOOD AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND
EAT LOCAL FOOD WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL
OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND EAT LOCAL
FOOD RELATING TO THE SUBJECT OF THIS AGREEMENT.
© Eat Local Food, LLC 2010. All rights
reserved. Eat Local Food® is a trademark of Eat Local Food, LLC.
