Software as a Service

"Services" means the software-as-a-service offering to which you have purchased access.

"Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services.

Provision of Access. Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the term of Customer’s subscription, solely for use by Customer in accordance with the terms and conditions herein. Such use is limited to Customer's use in furtherance of Customer’s own business activities, and not to the express benefit of any third party (provided use by Customer in furtherance of Customer's services to third parties is permitted).

Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

Shutterstock Create Content. The Services may make certain Image, Video, and other content available for license and use through the Services free of charge (the "Shutterstock Create Content"). Such Shutterstock Create Content is owned by Shutterstock or third parties represented by Shutterstock and is protected by copyright, trademark, patent, trade secret and other laws. Any Shutterstock Create Content licensed and used by you in connection with your use of the Services shall be considered licensed under a “Standard” Image” or “Standard Video” license, as applicable by the content type. Shutterstock may remove any items of Shutterstock Create Content at any time, in its sole discretion, or subject to request of the third parties it represents.

Service Level Warranty. Shutterstock warrants that the Services shall maintain 99% Uptime during each calendar month. “Uptime” shall equal the percentage that results by dividing (a) the difference between (i) the total minutes in a month, excluding customary and reasonable scheduled maintenance (the “Total Time”), and (ii) the minutes that the Services are not accessible, excluding customary and reasonable scheduled maintenance and any downtime due to outages of third party connections or utilities or other reasons objectively beyond Company’s control, by (b) The Total Time. Shutterstock shall designate no more than four hours per month as scheduled maintenance. Unless maintenance is required to resolve or otherwise cure any intellectual property claim by any third party on the Services, or to fix an error that would result in a serious failure of Uptime, or otherwise as deemed critical in Shutterstock’s reasonable judgment, Shutterstock shall provide commercially reasonable prior notice to a scheduled maintenance window. Upon notice to Shutterstock of Services downtime in excess of the terms of this Service Level Agreement, Customer shall have the right to an extended Term, the duration of such extension to be commensurate with such downtime. Aside from Customer’s right to seek termination for breach, the foregoing shall be Customer’s sole remedy for a breach of this Service Level Agreement.

Suspension. Notwithstanding anything to the contrary in this Agreement, Shutterstock may temporarily suspend Customer's access to any portion or all of the Services if: (i) Shutterstock reasonably determines that (A)Customer's use of the Services disrupts access to or otherwise threatens the stability of the Services, or otherwise poses a security risk to the Services to any other Shutterstock customer or vendor; (B) Customer is using the Services for fraudulent or illegal activities;; or (C) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Shutterstock has suspended or terminated Shutterstock's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) Customer’s failure to pay any amounts due Shutterstock for access and use of the Services, or any other amounts validly owed Shutterstock (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Shutterstock shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Shutterstock shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE SERVICE LEVEL WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND SHUTTERSTOCK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY FEATURES, PRODUCTS, OR RESULTS DERIVED FROM THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

Notwithstanding anything to the contrary in this Agreement, Shutterstock may monitor and track data related to Customer's use of the Services and collect and compile aggregated statistics derived from such use in an aggregate and anonymized manner. As between Shutterstockand Customer, all right, title, and interest in anonymized, aggregated statistics, and all intellectual property rights therein, belong to and are retained solely by Shutterstock. Customer acknowledges that Shutterstock may compile aggregated statistics based on Customer Data input into the Services, or derived directly from Customer’s use of the Services. Customer agrees that Shutterstock may (i) make aggregated statistics publicly available in compliance with applicable law, and (ii) use aggregated statistics to the extent and in the manner permitted under applicable law.