1. Recital.

This present License Agreement (the "Agreement"), dated as of the 1st day of November, 2017 (the "Effective Date"), regulates the conditions under which the Customers (hereinafter referred to as "Licensee") may use the Contents such as image/illustration (hereinafter referred to as "Content") - made available by VGV MEDIA / Owner: Georg Votteler (hereinafter referred to as "Licensor").

This License Agreement governs the terms by which content users may download and use media works available for licensing via our online marketplace located at the Website MEINSTOCK.EU

Please read this Agreement carefully. By clicking "I agree" or otherwise signifying your acceptance of this Agreement or by downloading, copying or using any Content from the Website, you are agreeing to be legally bound by this Agreement, which may be updated from time to time as described in Section 7 and which incorporates by this reference the Website Terms (as defined below).

If you are accepting this Agreement or downloading, copying or using any Content from the Website on behalf of your employer or another Person (as defined below), you represent and warrant that you have full legal authority to bind such other Person to this Agreement. If you do not have such authority or you do not agree with these terms, do not accept the Agreement and do not download or copy anything offered for download from the Website or otherwise use anything downloaded or copied.

2. What we Offer.

We offer an online marketplace where you may download and license under this Agreement images / digital media works.

All purchased content on MEINSTOCK.EU can be used worldwide and in perpetuity in new digital creative compositions by the Licensee.

3. The License

Licensor grants to Licensee a license to use the Content, subject to the following restrictions:

3.1 Licensee use of the Content must be in conjunction with, synchronized, mixed, or mechanically reproduced with other audio or audio-visual elements added by Licensee. Licensee use of the Content must be incidental to and not a primary feature of any Licensee presentational or multimedia works.

3.2 Licensee use of the Content is non-exclusive, non-transferable, worldwide, perpetual right and license (the "License") on the terms and subject to the conditions and limitations set out in this Agreement, to, an unlimited number of times:

    3.2.1 use, copy, modify, manipulate, couple, synchronize, publish, publicly display and perform, transmit, broadcast, telecast and distribute the Content within such Works For Distributions,
    3.2.2 permit third parties to do the foregoing subject to the conditions and limitations set out in this Agreement, and
    3.2.3 use the Content Information internally to facilitate the foregoing with regard to Content obtained from us.

3.3 This Agreement is a license, not an agreement of sale. You will not acquire, and we and/or the Contributors will retain, all right, title, and interest in and to all of the copyrights, trademarks, trade secrets, and all other proprietary rights in the Content or Content Information that are not expressly granted to you by the terms of this Agreement.

3.4 Content includes all images, whole or in part, identified in Licensor invoice to Licensee as contained in the specified medium.

3.5 The License is conditioned upon

    3.5.1 your and your Representatives compliance with the terms of the License and this Agreement,
    3.5.2 your and your Representatives use of the Content and the associated Content Information only as permitted in this Agreement,
    3.5.3 your fulfillment of your responsibilities hereunder, and
    3.5.4 our receipt of full payment of the amount(s) required herein or by the Website in respect to the applicable Content.

4. Restrictions on Use.

4.1 The License to any Content is subject to all restrictions and disclaimers applicable to such Content in or referred to in the Website pages where the Content is made available.

4.2 You may not use, modify, resell, sublicense, assign, transfer, otherwise make available or permit access by any third Person to any Content, except as expressly authorized in this Agreement.

4.3 You may not use any Content in a manner that violates any law of the State of Rhineland-Palatinate, the Federal Republic of Germany or any other applicable jurisdiction.

4.4 You may not use any Content in a manner that or in a Work For Distribution that under applicable law

    4.4.1 is pornographic, obscene, infringing, or defamatory,

    4.4.2 is reasonably likely to bring any person or property associated with the Content into disrepute (including any use in advertising or promoting illegal behavior, hostility or discrimination based on race, religion, ethnic background, sex, age, disability or sexual preference or any other subject matter that would be reasonably likely to be offensive or unflattering to any such person or property), or

    4.4.3 is an advertisement or marketing or informational material for a health product or service if the Content depicts a recognizable person unless the Content is accompanied by a disclaimer that the person is shown for illustrative purposes only.

4.5 Notwithstanding the foregoing, some Licensed Content may be available for certain of the restricted uses, provided a supplemental or extended license is entered into for such uses (for the avoidance of doubt, such uses are not included in this License Agreement).

5. Content Containing Likenesses of Persons, Other Copyrighted Works, Trademarks or Other Third Party IP.

5.1 You may not use any Content featuring a person in a manner that would lead a reasonable person to believe that the person personally uses or endorses a product or service, or if the depiction of the person would be unflattering or unduly controversial to a reasonable person, without accompanying each such use with a disclaimer indicating that the person is a model and their likeness is being used for illustrative purposes only.

5.2 You acknowledge and agree that

    5.2.1 many jurisdictions provide legal protection against a person’s name, image, voice, likeness, trademarks or property being used for commercial purposes without their consent, and

    5.2.2 for Content that contains or depicts any recognizable name, voice, person, trademark, trade dress, logo, copyrighted audio, design, art, architecture or other works (collectively "Third Party IP"), the License does not include the Third Party IP. However, in some cases, releases and clearances for Third Party IP have been obtained, and in such cases, to the extent contemplated by such releases and clearances, licensees and their agents are entitled to the benefit of the same. We endeavor to post information provided to us by the Contributors regarding whether such releases and clearances have been obtained in the Content Information. On your request and purchase of a License for Content that includes Third Party IP or our determination that you have a bona-fide interest in making such a purchase, we will use reasonable efforts to obtain from the Contributor and make available to you releases and clearances for any Third Party IP therein that are or have been provided to us for such Content; provided, however, we reserve the right to charge an additional fee for such assistance. We endeavor to identify on the Website the Content that contains Third Party IP or otherwise depicts personally identifiable information but is not accompanied by the necessary associated model or property releases ("Editorial Content") as "editorial content" or for editorial use only. However, notwithstanding anything in this Agreement, we assume no responsibility whatsoever, and you are solely responsible, for reviewing and if necessary confirming the Content and the releases provided by the Contributors and other Content Information, determining whether or not any Content is or is not Editorial Content, determining whether any additional clearance or release is required in connection with any proposed use of the Content, and obtaining any additional releases and/or clearances that are legally required with regard to any Third Party IP.

5.3 Editorial Content may nevertheless be used in ways that would qualify as fair use under the U.S. Copyright Act and other applicable legislation, such as documentaries, news, parodies, educational content; provided, that we offer no assurance whatsoever that your use will qualify for fair use or that use that may qualify as fair use will protect you from legal claims of the owner of the Third Party IP and you assume the sole risk of such use.

5.4 Notwithstanding the generality of the preceding paragraphs and in addition thereto, for Content that is film, video footage or any other audiovisual work, any music, dialogue or other ambient audio contained therein is incidental only; accordingly,

    5.4.1 we assume no responsibility whatsoever for obtaining,

    5.4.2 you are solely responsible for obtaining, and

    5.4.3 you will obtain any additional clearances relating to any of the same that may be required. In addition, we make no representations or warranties whatsoever regarding whether or not any additional fees or payments may be due to any union, guild, association or other organization for use of any of the same.

6. Your Other Responsibilities.

6.1 You must ensure full compliance with this Agreement by your Representatives.

6.2 If any Unincorporated Content is provided to the Licensee or any other Person, it must be accompanied by the Content Information and a copy of this Agreement.

6.3 You must make reasonable best efforts to safeguard against unauthorized third-Person access to Unincorporated Content or the associated Content Information.

7. Termination

The license contained in this Agreement will terminate automatically without notice from Licensor if you fail to cure a breach or other failure to comply with any provision of this Agreement within 14 days of written notice of the same. Upon termination, you must yourself and must cause your Representatives to immediately:

    7.1 stop using the Content;

    7.2 destroy or, upon our request, return the Content to us;

    7.3 delete or remove the Content from your premises, computer systems and storage (electronic or physical); and

    7.4 where applicable, ensure your Representatives and licensees do the same.

8. Injunctive Relief

Licensee agrees that any breach of its obligations with respect to Licensor’s proprietary or intellectual property rights will result in irreparable injury to Licensor for which money damages are inadequate and Licensee therefore agrees that Licensor is entitled to injunctive relief in addition to any other relief that a court may deem proper.


Licensor warrants and represents that:

9.1 Licensor have all necessary rights in and to the Visual Content to grant the rights set forth in Part 3 as applicable.

9.2 Visual Content in its original unaltered form and used in full compliance with these TOS and applicable law, will not:

    9.2.1 infringe any copyright, trademark or other intellectual property right;
    9.2.2 violate any third parties’ rights of privacy or publicity;
    9.2.3 violate any EU law, statute, ordinance, or regulation;
    9.2.4 be defamatory, libelous, pornographic or obscene.

9.3 While Licensor makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content designated "Editorial Use Only", Licensor MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS or II) VISUAL CONTENT DESIGNATED "EDITORIAL USE ONLY". For the sake of clarity, Licensor will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Footage, or the use of Visual Content designated Editorial Use Only.

10. Indemnification and Liability

10.1 Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Licensor, Licensor will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer’s direct damages arising from a third-party claim directly attributable to Licensor’s breach of the express warranties and representations made in Part II hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Licensor, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Visual Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed or faxed to VGV MEDIA ( info @ ) or +49 6331 729 686, with a hard copy to VGV MEDIA, HEIDESTRASSE 3, D-66969 LEMBERG, Attention: General Counsel, via certified mail, return receipt requested; or ii) overnight courier, recipient’s signature required. VGV MEDIA shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with VGV MEDIA in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Licensor is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Licensor having a reasonable opportunity to analyze such claim’s validity.

10.2 Licensor shall not be liable for any damages, costs or losses arising as a result of modifications made to the Visual Content or due to the context in which the Visual Content is used by you.

10.3 Limits of Liability: Licensor’s total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of Customer’s: Footage Use Licenses shall be USD $10,000. If you have questions about the foregoing, please contact Customer Service.

10.4 You will indemnify and hold Licensor , its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by these TOS. You further agree to indemnify Licensor for all costs and expenses that Licensor incurs in the event that you breach any of the terms of this or any other agreement with Licensor.

11. Integration

Licensor reserves the right to pursue any claim or controversy relating to intellectual property rights, not by arbitration, but by a court located in the State of Rhineland-Palatinate, the Federal Republic of Germany.

In the event that either a court of competent jurisdiction directs us to go to court, or the matter involves copyright, Licensee agrees to fully reimburse Licensor for its reasonable legal fees, costs, and disbursements if Licensor is successful in the suit. Licensor reserves the right to seek an injunction to prevent breach of your obligation to Licensor’s intellectual property rights. Licensor reserves the right to withdraw Footage from use at any time, for any reason, and Licensee agrees to destroy any such file and discontinue the use of any Footage, Clips, and/or images that have been withdrawn from circulation by Licensor.

12. Payments & Taxes.

12.1 All sales of Licenses are final, and we are under no obligation to refund any fees paid by you for Content under any circumstances, except upon a material breach of the Contributor Warranty or one of our representations and warranties. However, if in the event of such a breach or your request for a refund, we, in our sole discretion, determine to provide you with a refund, the license granted in this Agreement for the Content will be rescinded as if never granted. Any refund will be made by such means as we determine is appropriate.

12.2 Prices, offers and Content are subject to availability and may change.

12.3 You are responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of the License, any supplemental or extended license or any use of the Content.

12.4 To the extent that you determine that you are required under law (e.g., under a tax law) to withhold any amount from payments due to us, the price for the applicable License is hereby increased by the amount that would cause the net amount payable by you to equal the price that would otherwise apply for the sale of the License.

12.5 Should payment be delayed, the utilisation rights shall automatically return to the Licensor. This shall not affect the Customers payment obligations. Upon payment, the utilisation rights shall be re-granted with retroactive effect from the time of the initial transfer.

13. Our Right to Make Changes to This Agreement.

13.1 Notwithstanding anything else in this or any other agreement,

    13.1.1 we reserve the right to make changes to this Agreement, the Website Terms at any time and without notice to you, and

    13.1.2 you will be subject to the terms of this Agreement and the Website Terms in force at the time that you download the Content. For avoidance of doubt, any changes to the Agreement will not apply to Content downloaded prior to the change.

13.2 No modification, deletion, amendment of any provision is binding on us unless in writing signed by our authorized representative or posted by us on the Website.

14. Your Personal Data.

14.1 You consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

14.2 You consent to your personal information being shared with and processed in the course of our business by us and our Subsidiaries, which are located in various different countries, including the U.S., which provide varying and in some cases less privacy protection than your country.

15. Acceptance of this Agreement.

15.1 By clicking "I Agree" or otherwise signifying acceptance, the individual who is doing so is accepting and agreeing to be bound by this Agreement for him/herself and on behalf of his/her employer or other Person that is identified as the Member, and the Person that is designated as the Licensee. If you are accepting on behalf of your employer or other Person that is the Member and/or that is designated as the Licensee, you represent and warrant that you have full legal authority to bind such employer or other Person.

15.2 You acknowledge that you have read this Agreement, understand it, and have had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of VGV MEDIA allowing you to access or download the Content, you agree to be bound by the terms and conditions of this Agreement. Additionally, you acknowledge and agree that you have reviewed the Website Terms and any other agreements which may be incorporated by reference herein and therein, and to the extent of their incorporation in this Agreement, you agree to be bound by them.