1. INTRODUCTION. Our goal at PhotoSpin is to enable you to develop creative materials and do so in a way that protects everyone involved, including you. This agreement includes the rules that we're all expected to follow and we've tried to make this agreement easy-to-read (ha!) and to understand.

Remember, our goal is to make you succeed so if you have questions just give us a shout. We want to accommodate your needs as a customer and we're confident that we can work with you to clarify these points or to come to a special agreement that fits your requirements.

More than one user? Click here (license@photospin.com).

2. SUMMARY OF USES. Basically, according to this User Agreement, when you subscribe to the PhotoSpin service or you use any of the digital files (we'll call it Content from this point,) you agree to the following:

· One Subscriber=One License. Here's the math. The License is ONLY for the Subscriber. That equates to one person on one computer at a time and a maximum of two computers (i.e., one at work and one at home). We understand that there's safety in numbers so click here for information on multi-user licensing.

· Reselling is a No-No - No one is allowed to re-sell PhotoSpin Content--or create a product to sell--without a resale license. You cannot re-sell the Content, whether by itself or modified or as part of another product.

· Leave the Storage to PhotoSpin. Leave the Storage to PhotoSpin. Archiving images is allowed in these two situations only:
- for a published project where those PhotoSpin images were used;
- for a current project where those PhotoSpin images may be a part of the final published project.
All we're asking is to let us store the images you're not using. That's what we're here for.

· Automatic Downloads are a No-No. You CANNOT use software that automates the process of pulling down Content.

· Limited Duration of Rights. Simply, the rights extend for the duration of the subscription. You will still have the rights to Content in completed projects until the project is redesigned or altered in any manner.

· Download Responsibly. Use Is Your Responsibility. PhotoSpin will have no liability whatsoever. This means, for example, lewd, abusive or defamatory use or use that infringes on someone else's rights will get you in trouble.

· A Knowledgeable Subscriber is a Happy Subscriber. There is a LOT more in the User Agreement.

PhotoSpin cannot set forth every possible use or limitation--that's why you really need to read them in detail before you agree. Again, if you have different uses or other ideas, give us a shout.
eMail: license@photospin.com
phone: 310-265-1313

4.1. Your Use. Only you, the Licensee, are permitted to:

· Download and use the Content on one computer at a time and a maximum of two computers (one at home and one at the office);

· Incorporate the Content into certain Materials (defined below);

· Save the Content for the period of preparing Material;

· Copy and modify the Content while it is on those computers;

· Under certain circumstances sub-license to clients the right to display the Content online as part of the Material; and

· Archive for backup purposes only the Content.

"Material" means documents (electronic or otherwise) and websites for persona, professional or company use in advertising, promotional, educational, informational materials for: you or your current and prospective: clients; colleagues; investors; partners; and audiences. This definition of Material excludes any materials for commercial gain through the direct or indirect sale of the Content or any product including the Content. Examples of Material are:

· Advertisements	· broadcast productions
· multimedia presentations	· websites (as a design element)
· media articles, newsletters

" Licensee" means the subscriber to PhotoSpin or any user of the Content.

4.2. Certain Prohibited Uses. You, the Licensee, are not permitted to:

· Products. Use Content for stock photography or image collections, calendars, t-shirts, coffee mugs or other such items, templates of any sort, or any product for sale or re-sale, book covers or other uses that PhotoSpin in its sole and absolute discretion, determines and posts to its website;

· Access for someone else. Provide access to the Content (other than viewing the Content that is available for public viewing at the website, www.photospin.com or public display Materials) to any other person;

· Multiple computers. Store the Content on one of more computers, network, servers except as provided in Section B)(1) above;

· Model Releases. Unless Content is indicated "Model Released" on the website, www.photospin.com, or by written (including e-mail) communications from an authorized representative of PhotoSpin, use any of the Content that includes an identifiable person (living or dead) or entity for any purpose including, without limitation, explicit or implicit endorsement of or association with any product, service, or entity;

· Endorsements. Use specific government, company, or persons' names, initials, and emblems for any commercial purposes or to express or imply endorsement or sponsorship of any commercial product, service, or activity;

· Nasty Uses. Use the Content in any way that violates the letter or the spirit of Section entitled "Member Responsibilities; Cautions" below; and

· Other Users. Permit others to use the Content.

4.3. Display by Your Clients: You, the Licensee, may grant a sub-license to those who pay you for such work the right to reproduce, publish, display and distribute the Content only as part of the Material and only if the Content is not sold in any form to anyone. For purposes of display of any Material that is a website, the Content (solely as part of such Material) may reside on servers necessary for viewing via the Worldwide Web.

5.1. For subscribers, one year from the date of payment for your subscription;

5.2. For everyone legally using the Content, and once Content is incorporated into Material, then for as long as such Material is not modified or altered in any way; and

5.3. For the purpose of archiving, for one year beyond the expiration of your subscription (including any renewal periods).

6. DETERMINATION OF RIGHTS. PhotoSpin is the final arbiter of how one IS and IS NOT allowed to use the Content, www.photospin.com, and/or any other products, services, features and functionality by or on behalf of PhotoSpin. Further, PhotoSpin reserves the right to modify or remove anything submitted to PhotoSpin, and to cancel any membership, at any time for any reason, without prior notice. PhotoSpin is not obliged to maintain backup copies of any material submitted to us. Actions or activities that may cause termination of your membership include (in addition to those specified elsewhere in this Agreement), but are not limited to using in the registration of your PhotoSpin membership an email account that is not your own or that becomes inactive or requesting a charge back, or otherwise causing payment for a PhotoSpin membership to be stopped or rescinded (this is obviously not applicable to any "free" or "trial" memberships).

6.1. Additional Rights Available. If you are unsure of your rights under this Agreement, or wish to use the Content in a manner prohibited by this agreement, such as in products for sale, please contact license@photospin.com.

· monitor anything you download from the PhotoSpin website, as frequently as PhotoSpin in its sole discretion determines;

· determine the maximum number of files of Content that can be downloaded in any given period (currently fifty (50) files of Content per day, but subject to change without notice);

· track any abuse of your username and password in connection with the PhotoSpin website or in connection with this Agreement;

· discontinue your service if PhotoSpin believes you are storing or archiving files in violation of this Agreement (such as storing the Content for future projects to use after your subscription has expired*); or

· terminate your account, without notice, if PhotoSpin believes you or someone using your account to be in any violation of this Agreement and/or any abuse of your username and password.
If your account is terminated, you lose all rights to PhotoSpin Content and must immediately delete all Content acquired from PhotoSpin.

*Please note that this provision is to protect You, your clients and PhotoSpin. Thus, by archiving images for use at a later time you are opening yourself and your clients to potential legal liability from third parties.

· Nasty Uses. Material of a lewd, lecherous, or obscene nature and intent, or that violates local, state, and national laws.

· Others' Rights. Any material that violates or infringes in any way upon the proprietary rights of others, including, without limitation, copyright or trademark rights; a good rule of thumb: if you don't own the copyright or have express authorization and documented permission to use it, don't use it. Please read the full text of the PhotoSpin Usage Guidelines to verify that your proposed use of PhotoSpin files is acceptable or e-mail license@photospin.com.

· Nastier Uses. Any material that is threatening, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent, or otherwise objectionable; this includes the posting of other people's private information.

· Illegal Uses. Content that promotes, encourages, or provides instructional information about illegal activities.

· Worms & Viruses. Any software, information, or other material that contains a virus, "Trojan Horse," "worm," corrupted data, or any other harmful or damaging component; hate propaganda or hate mongering; or fraudulent material or activity.

The End (can you believe it?)

· You WILL have a problem if you sell any of those things as a product if you do not have a commercial subscription. You want to use your website (with the Content) as a template? Nope--not without a commercial license. E-mail us at license@photospin.com.
· You WILL have a problem if you include images of people and those images are not "model released." Check below for what that means (or click here).

Look we cannot think of everything right here. If it looks enough like a duck, then you probably should not do it. We'll post (and prohibit) any clever bending of these rules on our website from time to time. But just in case, please make sure that you read all of the User Agreement.

There is more good news, though. If you want to do a lot of those things--like make coffee mugs or templates to sell--you can purchase a commercial license. Just e-mail us at license@photospin.com.

One Subscription=One User.
YOU can use the subscription (or the image that you downloaded, say, from "Featured Image of The Week.") No one else.

This means that you CANNOT:

1. Give your username and password to your mother, father, assistant, partner, guru, man-on-the-street or anyone else.
2. Download an image (or any Content) for someone else.
No, this does NOT mean that someone can use your subscription once you have signed off. Your subscription is only for YOU. Do you need a multi-user license? Just e-mail us at license@photospin.com and we can take care of you.

1. You CANNOT resell Content, whether you have altered it or not. That is, you cannot download an image (or dozens of images, for that matter) and make them available to anyone else.
2. You CANNOT make products for resale (by you or anyone else) that incorporate Content, such as:

· calendars	· t-shirts	· book covers
· templates of any sort	· any product for sale	· coffee mugs or tchotchkes

1. Suppose you create a website for a client and you include one of PhotoSpin's dazzling images of, say, a daisy. That's OK. We take it that you are being paid for your design services, not for selling a product (the website).
2. Now suppose that your client wants to re-sell that website. Well, that client cannot do so.
3. Now suppose that YOU want to use that website as a template, which you will then re-sell. Nope. No can do (unless you have a commercial license--and if you want one, e-mail us at license@photospin.com).

1. Download the images you need for the project
2. Create your project
3. Delete any images you did not use in the project

1. Save the images to your hard-drive to store there for the future.
2. Save the images to a network or other PCs (or Macs) or other storage devices on a network.

· It is a prohibited use if your grandmother would object to it.
· If your grandmother is (or was) a hippie living in a commune, then use the average grandmother (lawyers might call it the "reasonable grandmother standard").