UMUZISTOCK TERMS OF USE

Terms and Conditions

THIS AGREEMENT GOVERNS YOUR USE OF THE UMUZISTOCK WEBSITE. TO LEARN ABOUT USAGE RIGHTS FOR OUR ROYALTY-FREE CONTENT, PLEASE READ OUR CONTENT LICENSEAGREEMENT.

This Website is owned and operated by UMUZISTOCK PTY Ltd. Access and use of this Web site is provided by UmuziStock to you on condition that you accept these Terms of Use, and by accessing or using this Web site, you agree to these Terms of Use. If you do not agree to accept and abide bythese Terms of Use you should not access or use this Web site.

UmuziStock may revise and update these Terms of Use at any time and without notice. You are cautioned to review the Terms of Use posted on the Web site periodically. Your continued access oruse of this Web site after any such changes are posted will constitute your acceptance of these changes.

1. Use of the Site

This Web site and its contents (the “Content”) are intended for customers of UmuziStock. You may not use this Web site or the Content for any purpose not related to your business with UmuziStock. You are specifically prohibited from: (a) downloading, copying, or re-transmitting any or all of the Web site or the Content without, or in violation of, a written license or agreement with UmuziStock; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating or otherwise displaying the Web site or the Content by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any UmuziStock product or service if you are not expressly authorized by such party to do so; and (e) using the Web site or the Content other than for its intended purpose, as determined solely in UmuziStock’s discretion, including but not limited to, to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others, and/or to publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.

You may not interfere with the security of, or otherwise abuse this Web site or any system resources, services or networks connected to or accessible through this Web site. You may only use this Web site for lawful purposes.

2. Intellectual Property

All materials (including the organization and presentation of such material) on this Web site (the “Materials”) are the property of UmuziStock and its licensors and may be protected by intellectual property laws including laws relating to copyrights, trade-marks, trade-names, internet domain names, and other similar rights.

Unless you have entered into a separate agreement with UmuziStock, such as a Royalty Free License Agreement, any other use of these Materials without UmuziStock’s written permission is prohibited.

The Materials may only be used and copied for your own, non-commercial, personal or educational purposes, provided that the Materials are not modified and that copyright and other intellectual property notices are not deleted. You may not create derivative works from or otherwise exploit the Materials in any way.

3. Trademarks

UmuziStock, its design, or logo and any other product or service name or slogan contained in the Site are trademarks of UmuziStock and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of UmuziStock or the applicable trademark holder. You may not use metatags or any other “hidden text” utilizing “UmuziStock” or any other name, trademark or product or service name of UmuziStock without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of UmuziStock and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

4. Privacy

UmuziStock is committed to respecting the privacy of the personal information of the individuals with whom we interact. We have developed a Website Privacy Commitment to describe our privacy policies and practices and how we collect, use and disclose the personal information of those individuals who visit our website. Please see our Website Privacy Commitment for further details.

5. Currency of Web site

UmuziStock is committed to respecting the privacy of the personal information of the individuals with whom we interact. We have developed a Website Privacy Commitment to describe our privacy policies and practices and how we collect, use and disclose the personal information of those individuals who visit our website. Please see our Website Privacy Commitment for further details.

6. Linked Web sites

This Web site may provide links to third party Web sites for your convenience only. The inclusion of these links does not imply that UmuziStock monitors or endorses these Web sites. UmuziStock does not accept any responsibility for such Web sites. UmuziStock shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any third party Web sites or linked resources.

7. Internet software or computer viruses

Due to technical difficulties with the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Web site. Computer viruses or other destructive programs may also be inadvertently downloaded from this Web site.

UmuziStock shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this Web site or your downloading of any of the Materials from this Web site. UmuziStock recommends that you install appropriate anti-virus or other protective software.

8. Web Site and Materials Provided “As Is”

THIS WEB SITE AND THE MATERIALS ARE PROVIDED “AS IS” WITHOUT REPRESENTATION, 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. UMUZISTOCK DOES NOT REPRESENT OR WARRANT THAT THIS WEB SITE OR THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

9. Limitation of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS WEB SITE AND THE MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL UMUZISTOCK OR ANY OF ITS 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 THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THIS WEB SITE, THE MATERIALS 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.

IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR THE USE OR EXPLOITATION OF ANY OR ALL PART OF THIS WEB SITE OR THE MATERIALS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIVE (R100.00) SOUTH AFRICAN RANDS.

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.

10. Indemnification

You agree to indemnify and hold UmuziStock harmless against all claims or liability asserted against UmuziStock arising out of or in connection with any breach by you or anyone acting on your behalf of any of these Terms of Use.

11. Notice and Procedure for Making Claims of Infringement

UmuziStock respects the copyright of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide UmuziStock with a written communication addressed to our President including substantially the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

description of the copyrighted work or other intellectual property that you claim has been infringed;

a description of where the material that you claim is infringing is located on the Web site;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Please address your letter to our Managing Director, as follows:

UmuziStock
1​st​ Floor Bjala Building
28 Madison street
Jeppestown
Johannesburg
Attention: Managing Director
Email: ​Andrew.levy@umuzi.org

Feel free to email UmuziStock at stock@umuzi.org. However, the Internet is not a fully secure medium and any communication may be lost, intercepted or altered. UmuziStock is not liable for any damages related to communications to or from this Web site. You agree with respect to any information provided by you to us through this Web site or via e-mail that:

UmuziStock has no obligation concerning such information;

The information is non-confidential;

UmuziStock may use, disclose, distribute or copy the information and may use any ideas, concepts or know-how contained in the information for any purpose without compensation;

And the information is truthful and disclosure of the information does not violate the legal rights of others.

12. Applicable law

This Web site is controlled, operated and administered by UmuziStock from within the Province of Gauteng, South Africa. This Web site can be accessed from all provinces and territories of South Africa, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of Gauteng, by accessing this Web site, you acknowledge and agree that all matters relating to access to, or use of this Web site shall be governed by the laws of the Province of Gauteng and the laws of South Africa applicable therein (without reference to conflicts of laws principles).

You also agree that any claims or disputes whatsoever arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the Province of Gauteng and acknowledge that you do so voluntarily.

13. General

UmuziStock’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right.

If any provision or part thereof of these Terms of Use 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 thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.

The parties have requested that these Terms of Use and all documents relating thereto be drawn up in English.

Contact

If you have concerns relating to this web site or these Terms of Use, please contact UmuziStock at stock@umuzi.org​ or via phone at (011) 074 – 6440.

Umuzistock Privacy Policy

Introduction

UmuziStock (“We”) are committed to protecting and respecting your privacy. This privacy policy (“Privacy Policy”) together with our terms of use ​(Terms and Conditions above) and any other documents referred to in the Terms of Use) sets out the basis on which any personal data (“Personal Data”) we collect from you, or that you provide to us, will be processed by us. Please read the Privacy Policy carefully to understand how we will treat your Personal Data. By visiting https://www.umuzistock.com (the “Website”) you (the “User”) are accepting the Terms of Use.

We will never sell your information to third parties and we will take all necessary measures to ensure that your information is safe and secure.
Unless the context clearly indicates to the contrary, any term in this Privacy Policy will bear the same meaning as defined in any of our Terms of Use.

1. Personal Data

For the purposes of this Privacy Policy, Personal Data means information that either identifies or can be used to identify, contact, or locate a User. It includes the User’s name, identity or passport number, physical address, postal address, e-mail address, telephone number/s, credit card details, banking details or any other information from which a User may be identified. This includes information the Website may collect about a User’s visit, such as: the name of the internet service provider and the Internet Protocol (IP) address through which the User accesses the Internet; the date and time the User accesses the Website; the pages that the User accesses while on the Website; and the internet address of the website from which the User linked directly to the Website. This information is used to help improve and administer our Website, and analyse trends.
By registering on the Website, accepting our Terms of Use, or submitting any Personal Data on our Website, the User consents to our collection of Personal Data for the continued duration of the User’s relationship with us, subject to the limitations set out in this Privacy Policy. We may collect Personal Data when a User registers on the Website, submits an application form, requests a quote, submits a message via the “Contact Us” facility, responds to a survey, or in any other manner or form submits Personal Data on the Website. We may also collect Personal Data for purpose of improving our service offering and for the purpose of increasing service efficiency. All Personal Data will only be retained by us for as long as it is required by us.
We will use our reasonable endeavours to keep the Personal Data we collect as accurate, complete and up to date as is necessary for the purposes mentioned in this Privacy Policy. We may, from time to time, request the User to update his or her Personal Data on our Website. Users are able to review or update any Personal Data that we hold on them by emailing us at stock​@Umuzi.org In order to better protect the User and safeguard User’s Personal Data, we may take steps to verify User’s identity before granting user access to the information or making any corrections to the information. We may use encryption, firewalls and other security technology and procedures to help protect the confidentiality of Users’ Personal Data and prevent unauthorised access or improper use thereof. All Personal Data is securely stored in our database.

2. Disclosure of Personal Data

Subject to a User’s right to withdraw consent in certain instances, the User agrees that we may obtain Personal Data and use it, and to disclose it to our personnel and third parties for certain specified Data, including for credit information sharing, debtor tracing, marketing and contract administration. We will also disclose Personal Data where we are required to do so by law.

3. Credit Card Security

Where credit card transactions are processed, we have implemented prudent security policies and procedures. No credit card details are stored on Our Website. Encryption is used to protect the transmission of Personal Data when completing online transactions and all encryption complies with international standards. All payments are processed and administered by PayGate which is the selected payment gateway service provider.

4. Cookies

Cookie technology comprises a small text file that is stored on the user’s computer hard drive containing information about the user’s website interaction, so that next time the user visits our Website, the cookie is able to identify who the user is. We may make use of cookies from time to time to enable us to achieve our goal of providing a valuable online experience to our users.

5. Liability

While we will do all things reasonably necessary to protect the User’s rights of privacy whilst on our Website, we cannot be held liable for any unauthorised or unlawful disclosure of the user’s personal data and confidential information.

6. Changes to the Privacy Policy

We may change this Privacy Policy from time to time at our sole discretion in order to address new issues, legislation and reflect changes on our Website. We will notify you of changes to this policy on our Website, so that you will always know what information we gather, how we might use that information, and whether we will disclose that information to anyone. Please refer back to this policy regularly. How we use the information collected by us will be subject to the Privacy Policy in effect at the time such information is used, regardless of when the information was collected. By using this Website, you signify your acceptance of this Privacy Policy. If you do not agree, please exit the site. Your continued use of the Website following the posting of changes to this policy will mean that you accept those changes.

This Privacy Policy is effective as of 02 June 2016.

Umuzistock License Agreements

1. UmuziStock licences

UmuziStock offers two types of licenses: standard and extended. Every file downloaded from UmuziStock comes with a standard license. An extended license gives you additional rights in exchange for an additional license fee. Unless you purchase an extended license, your use of content is subject to the standard license terms.

2. Permitted usage oflicensed content

You may use content in any way that is not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by UmuziStock are:

  1. Perpetual: meaning there is no expiration or end date on your rights to use the content. The only exception to perpetual rights is for content downloaded on a subscription and not used within 30 days after the end of your subscription. Please see Section ​8​ for more information.
  2. Non-exclusive​: meaning that you do not have exclusive rights to use the content. UmuziStock can license the same content to other customers.
  3. Unlimited: meaning you can use the content in an unlimited number of projects and in any media. This is subject to the Licence purchased by the User.

For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of.

Examples of how you can use licensed content include: websites; blog posts; social media; advertisements; marketing campaigns; corporate presentations; newspapers; magazines; books; film and television productions; web and mobile applications; product packaging.

Please make sure you read the Restricted Uses section below for exceptions.

3. Restricted Uses.

  • No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner.
  • No Commercial Use of “Editorial Use Only” Content. You may not use content marked “editorial use only” for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events that are newsworthy or of general interest (for example, in a blog, textbook, newspaper or magazine article).
  • No Standalone File Use. You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use). No Use in Trademark or Logo. You may not use content as part of a trademark, design mark, tradename, business name, service mark, or logo.
  • No Subscription Abuse. You may not stockpile, download or otherwise store content not used in a project or end use within 30 days after the end of your subscription for future use.
  • No Audio-Only Products. You may not use audio content to manufacture, distribute or sell records, compact discs, jukeboxes or any other audio-only product that is not synchronized or combined with other audio or musical content. For example, you cannot download ten songs and create a CD to sell.
  • Sensitive Use Disclaimer Required. If you use content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model. For example, you could say: “Stock photo. Posed by model.” No disclaimer is required for “editorial use only” content that is used in an editorial manner.
  • No False Representation of Authorship. You may not falsely represent that you are the original creator of a work that is made up largely of licensed content. For instance, you cannot create a painting based solely licensed content and claim that you are the author.

Restricted Uses – unless extended license purchased. Extended licenses are only available for purchase with credits on a file by file basis.

  • No Products for Resale. Unless you purchase an extended license, you may not use content in connection with any goods or services intended for resale or distribution where the primary value lies in the content itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), CDs, DVDs, mobile applications or other items for resale, license or other distribution for profit. This includes “on demand” products (meaning products in which content is selected by a third party for customization on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com and cafepress.com)
  • No Electronic Templates. Unless you purchase an extended license, you may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).
Restriction Products for resale/Electronic templates
Standard License Not permitted
Extended License

Up to 100,000 postcards, greeting cards or other cards, stationery, stickers and paper products;

Up to 10,000 posters, calendars or other similar publications, mugs or mousepads; or

Up to 2,000 t-shirts, sweatshirts, or other apparel, games, toys, entertainment goods like CDs or DVDs, framed or mounted artwork.

Unlimited for electronic products such as mobile applications and electronic templates.

  • Limited print run. Unless you purchase an extended license, you may not reproduce the content more than 500,000 times in physical print form. This restriction does not apply to electronic reproduction.
Restriction Print Run
Standard License 200 000
Extended License Unlimited

4. Persons/entities besides the User who are permitted to use the licenced content

The rights granted to you are non-transferable and non-sub licensable, meaning that you cannot transfer or sublicense them to anyone else. There are two exceptions:

  • Employer or client. If you are purchasing on behalf of your employer or client, then your employer or client can use the content. In that case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this agreement. If you do not have that authority, then your employer or client may not use the content.
  • Subcontractors. You may allow subcontractors (for example, your printer or mailing house) or distributors to use content in any production or distribution process related to your final project or end use. These subcontractors and distributors may not use the content for any other purpose.

Please note that seat/user restrictions apply. You may only use the content with appropriate amount of users, as explained in Section 5 below.

5. Seat/user licence restrictions

The standard licence is for a single user. The seat/user restrictions refer to the raw file of content, not the end project or use.

If you licensed the content with credits, this means that you may share content within your organization but the content may only be available to one person at any one time. Unless you purchase an extended license, you may not store the content on a server (giving more than one person simultaneous access to the content).

If you licensed the content with a subscription, this means that only one person (the same person) may access, license and use the content.

If you need more than a single user to access the content:

  • If you licensed the content with credits, you must purchase a multi-seat extended license with credits
  Number of Permitted Users
Standard License 1 user at a time.
Extended License Unlimited users within an organization. Can save content on organization servers.

6. User Accounts

You will be responsible for tracking all activity for each user account, and you agree to: (1) maintain the security of all passwords and usernames; (2) notify UmuziStock immediately of any unauthorized use or other breach of security; and (3) accept all responsibility for activity that occurs under each user account. UmuziStock reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If UmuziStock determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and seek further legal remedies

7. Intellectual property rights.

  • Who owns the content? All of the licensed content is owned by either UmuziStock or the artists who supply the content. All rights not expressly granted in this agreement are reserved by UmuziStock and the content suppliers.
  • Attribution.
    • Do I need to include a photo credit? You do not need to include a photo credit for commercial use, but if you are using content for editorial purposes, you must include the following credit adjacent to the content or in audio/visual production credits: “UmuziStock/Artist’s Member Name.”
    • Do I need to include an audio and/or video credit? Yes, if technically feasible, you must include the following credit in audio or audio/visual productions: “UmuziStock/Artist’s Member Name.”

8. Delivery.

Stock purchased by the User will be delivered via download within 2 days of the purchase. The User should then ensure to check if the goods are in accordance with what they have purchases. If contents are incorrect, the User should contact UmuziStock immediately.

9. Termination/Cancellation/Withdrawal.

  • Termination.
    Except in the case of subscriptions, this agreement is effective until it is terminated by
    either party. You can terminate this agreement by ceasing use of the content and
    deleting or destroying any copies. UmuziStock may terminate this agreement at any
    time if you fail to comply with any of the terms, in which case you must immediately:
    cease using the content; delete or destroy any copies; and, if requested, confirm to
    UmuziStock in writing that you have complied with these requirements.

    • Social Media Termination. If you use the content on a social media platform or other
      third party website and the platform or website uses (or announces that it plans to use)
      the content for its own purpose or in a way that is contrary to this agreement, this
      agreement shall immediately terminate.
  • Refunds/Cancellation.
    • Refunds – Refunds for cash purchases can be made within 14 days of your invoice date, and will attract a 5% administration fee.
    • File Download Refunds – UmuziStock does not offer refunds for downloaded files. File returns will only be considered based on technical issues with the file at the sole discretion of DevelopingStock.
      All requests for refunds/cancellations must be made in writing. If the request is approved, UmuziStock will issue a credit to your account or credit card. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.
  • Content Withdrawal
    UmuziStock may discontinue licensing any item of content at any time in its sole discretion. Upon notice from UmuziStock, or upon your knowledge, that any content may be subject to a claim of infringementof a third party’s right for which UmuziStock may be liable, UmuziStock may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. UmuziStock will provide you with replacement content (determined by UmuziStock in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
  • 10. Representations and Warranties.

    UmuziStock makes the following representations and warranties:

    • Warranty of Non-Infringement. Except with respect to content identified as “editorial use only,” your use of the content in accordance with this agreement and in the form delivered by UmuziStock 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 all necessary model and/or property releases for use of the content in the manner authorized by this agreement have been obtained.
    • “Editorial Use Only” Warranty Disclaimer. For content identified as “editorial use only,” UmuziStock warrants that the content will not infringe on any copyright or moral right of the artist, but it does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content identified as “editorial use only,” and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as “editorial use only,” and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release.
    • Caption/Metadata Disclaimer. While we have made reasonable efforts to correctly categorize, keyword, caption and title the content, UmuziStock does not warrant the accuracy of such information, or of any metadata provided with the content.
    • No Other Warranties. Except as provided in the “warranty of non-infringement” section above, the content is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. UmuziStock does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error free.

    11. Indemnification/Limitation of Liability.

    • Indemnification of UmuziStock by you. You agree to defend, indemnify and hold harmless UmuziStock and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out 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.
    • Indemnification of you by UmuziStock. 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 any breach of the warranties set forth in Section 9(a) above, UmuziStock agrees, subject to the terms of this Section 10, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by UmuziStock of its warranty in Section 9(a) above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from UmuziStock, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.
    • Limitation of Liability. UMUZISTOCK WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF UMUZISTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

    12. General Provisions.

    • Assignment. This agreement is personal to you and is not assignable by you without UmuziStock’s prior written consent. UmuziStock may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
    • Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to UmuziStock sample copies of projects or end uses that contain licensed content, including by providing UmuziStock with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, UmuziStock may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to UmuziStock of five percent (5%) or more of the amount you should have paid, then in addition to paying UmuziStock the amount of the underpayment, you also agree to reimburse UmuziStock for the costs of conducting the audit. Where UmuziStock reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at UmuziStock’s request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by UmuziStock.
    • Electronic storage. You agree to retain the copyright symbol, the name of UmuziStock, the content’s identification number and any other information that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties. You may make one (1) copy of the content for back-up purposes.
    • Governing Law/Arbitration. This agreement will be governed by the laws of the Republic of South Africa., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by the South African courts of law.
    • Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
    • Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
    • Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by UmuziStock and accepted in writing by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.
    • Notice. All notices required to be sent to UmuziStock under this agreement should be sent via email to stock@umuzi.org All notices to you will be sent via email to the email set out in your account.
    • Taxes. 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 licensed content.
    • Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, UmuziStock may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
    • Fees and Renewal. If your subscription is set to AUTOMATICALLY RENEW, you authorize UmuziStock to charge the applicable subscription fees at the then applicable rate and taxes for the subscription to your credit card on file at the expiration of the term. You may change your auto-renewal preferences in your UmuziStock account. Your subscription may only be cancelled as set out in Section 8(b). UmuziStock may deactivate your subscription without prior notice if UmuziStock is unable to process payment through the credit card provided by you.
    • Licensing Entity. The licensing entity under this agreement is determined based on your billing address and shall be as set out on your invoice.