Terms and Conditions

Content License Agreement


This Content License Agreement (this “Agreement”) is between HeARTs Speak, Inc., a New York nonprofit corporation with its principal place of business at PO Box 2645, Poughkeepsie, New York (“HeARTs Speak”) and you, together with any company or other business entity you are representing, if any (“Licensee”) for any photos or other content you pay to license from HeARTs Speak (“Licensed Content”).

1. License Grant and Restrictions.

a. Grant. Subject to the terms and conditions of this Agreement, HeARTs Speak hereby grants Licensee a perpetual, nontransferable, nonexclusive, worldwide right to license images as print/electronic advertising or individual/corporate projects, such as magazine advertising, catalogs, business reports, brochures, newsletters, book covers, websites, and billboards.

If images are to be used on merchandise intended for resale such as t-shirts, mugs, greeting cards, calendars, wall art, decor and similar, an Extended License is required.

b. Restrictions. Licensee may not:

i. use the Licensed Content in an unlawful manner, including in a pornographic or defamatory manner or in violation of any regulation, industry practice or third party terms;
ii. use the Licensed Content in connection with, or to show, endorse or in any way depict, cruelty or inhumane treatment of animals;
iii. sublicense any of the licensed terms provided in Section 1(a), including allowing any use of the Licensed Content in any way that allows others to download, extract, or redistribute the Licensed Content as a standalone file (meaning just the content file itself, separate from the project or end use);
iv. falsely represent that Licensee created the Licensed Content;
v. remove any copyright notice, attribution notice or other information embedded with the Licensed Product; and
vi. claim any copyright in the Licensed Content.


2. Fees. Licensee agrees to pay HeARTs Speak the fee shown on HeARTs Speak’s website for the file size Licensee wishes to license. All fees are non-refundable.

3. Ownership. All rights, titles and interests in and to the Licensed Content are owned by HeARTs Speak or its licensors. All rights not expressly granted in this Agreement are reserved.

4. Accounts. Licensee is responsible for all activity and purchases made through Licensee’s account and for keeping all passwords, user names and other access information for any account private and secure. Licensee agrees to notify HeARTs Speak promptly once Licensee becomes aware of any unauthorized use or access to Licensee’s account.

5. Term. This Agreement is effective from the time a license for Licensed Product is purchased until the copyright for the Licensed Product expires unless earlier terminated as permitted under this Agreement.

6. Termination. Licensee may terminate this Agreement at any time. HeARTs Speak may terminate this Agreement at any time if Licensee fails to comply with any of the terms. Upon termination under this Section 6, Licensee must immediately: cease all use of the Licensed Content; delete or destroy all copies of the Licensed Content; and, if requested, confirm to HeARTs Speak in writing that Licensee has complied with these requirements. Sections 3, 6 - 9 and any other provision of this Agreement which by its nature survives termination shall survive the termination of this Agreement.

7. Representations and Warranties.

a. HeARTs Speak represents and warrants that it has authority to enter into this Agreement and to grant the licenses provided in Section 1(a).
b. Licensee represents and warrants that it (a) has the authority to bind yourself to this Agreement, (b) is not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and (c) is not listed on any U.S. government list of prohibited or restricted parties. Licensee also agrees that by purchasing a license to Licensed Content, Licensee is electronically signing this Agreement and such signature has the same effect as a standard ink or paper signature. Licensee acknowledges and agrees that it: (i) is able to print a complete and legible copy of this Agreement and save the same in a complete and legible form, (ii) is capable of opening, reading, printing, downloading and/or saving all sections of this Agreement, and (iii) had reasonable opportunity to review each section of this Agreement, read this Agreement and agree to it.

8. Disclaimer. HEARTS SPEAK’S WEBSITE, LICENSEE’S ACCOUNT AND LICENSED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HEARTS SPEAK’S MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS OR WARRANTIES REGARDING THE COMPLETENESS, QUALITY, ACCURACY OR NATURE OF THE LICENSED CONTENT, AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, OWNERSHIP, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE UNDERSTANDS THAT HEARTS SPEAK CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET (INCLUDING LICENSED CONTENT) WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. HEARTS SPEAK WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT LICENSEE’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF ANY LICENSED CONTENT.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW AND ONLY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Limitation of Liability. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HEARTS SPEAK’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY DAMAGES, COSTS OR PAYMENTS OF ANY TYPE WILL NOT EXCEED THE TOTAL FEES RECEIVED BY HEARTS SPEAK FOR THE LICENSED CONTENT. THESE LIMITATIONS WILL APPLY NOT¬WITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW AND ONLY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Miscellaneous.

a. Governing Law; Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without reference to conflict of laws provisions.
b. Relationship of the Parties. Licensee and HeARTs Speak are independent contractors under this Agreement. Nothing contained in this Agreement is intended nor is it to be construed so as to make Licensee and HeARTs Speak partners or joint venturers with respect to this Agreement and neither party is an agent of the other. Licensee has no authority to bind HeARTs Speak in any manner.
c. Assignment. This Agreement is personal to Licensee and is not assignable without HeARTs Speak’s prior written consent. HeARTs Speak may assign this Agreement without Licensee’s consent. This Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns.
d. Notices. Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by certified or registered letter, or by telecopy, by a courier service, or by electronic mail to the other party. If mailed, notices will be deemed effective three (3) working days after deposit, postage prepaid, in the mail. If sent by telecopy, courier, or electronic mail, notices will be deemed effective the business after being sent.
e. Entire Agreement. This Agreement represents the entire understanding of the parties with respect to its subject matter and supersedes all previous representations, understandings or agreements, oral or written including any prior license agreements between the parties.
f. Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. A party’s failure to act with respect to a breach by does not waive such party’s right to act with respect to such breach or any subsequent or similar breaches.




Images with HeART is a multifaceted stock imagery project of HeARTs Speak, merging the promotion of pet adoption with a sustainable and ethical platform for artists to license their work.
HeARTs Speak is recognized as a public charity under section a 501(c)(3) of the Internal Revenue Code. EIN #27-2327189
©2018 HeARTs Speak