Ajax loader

TERMS OF USE




WELCOME TO TRUNKARCHIVE.COM (THIS "SITE"). THIS SITE IS OWNED AND OPERATED BY TRUNK IMAGES, INC., D/B/A TRUNK ARCHIVE. WE PROVIDE THE SERVICES AVAILABLE ON THIS SITE TO YOU SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS (THESE "TERMS AND CONDITIONS"). BY ACCESSING AND USING THIS SITE, YOU ACKNOWLEDGE AND CONSENT TO THESE TERMS AND CONDITIONS.




1. PRIVACY POLICY


PLEASE REVIEW OUR PRIVACY POLICY, WHICH FORMS A PART OF THESE TERMS AND CONDITIONS AND GOVERNS YOUR VISIT AT THIS SITE, SO THAT YOU MAY UNDERSTAND OUR PRIVACY PRACTICES.




2. INTELLECTUAL PROPERTY


ALL CONTENT AVAILABLE ON THIS SITE, INCLUDING, BUT NOT LIMITED TO, PHOTOS, TEXT, GRAPHICS, LOGOS, BUTTON ICONS, IMAGES, AUDIO CLIPS, DATA COMPILATIONS, AND SOFTWARE, AND THE COMPILATION THEREOF (COLLECTIVELY, THE "CONTENT") IS THE PROPERTY OF TRUNK IMAGES, OUR PARTNERS OR LICENSORS, AND IS PROTECTED BY U.S. AND INTERNATIONAL COPYRIGHT LAWS. THE TRADEMARKS, LOGOS, AND SERVICE MARKS DISPLAYED ON THIS SITE (COLLECTIVELY, THE "TRADEMARKS") ARE THE REGISTERED AND UNREGISTERED MARKS OF TRUNK IMAGES, OUR PARTNERS OR LICENSORS, AND ARE PROTECTED BY U.S. AND INTERNATIONAL TRADEMARK LAWS. EXCEPT AS REQUIRED UNDER APPLICABLE LAW, NEITHER THE CONTENT, THE TRADEMARKS, NOR ANY OTHER PORTION OF THIS SITE MAY BE USED, REPRODUCED, DUPLICATED, COPIED, SOLD, RESOLD, ACCESSED, MODIFIED, OR OTHERWISE EXPLOITED, IN WHOLE OR IN PART, FOR ANY PURPOSE WITHOUT OUR PRIOR WRITTEN CONSENT.




3. CANCELLATION FEE


A CANCELLATION FEE OF 50% OF THE TOTAL LICENSE FEE WILL BE INCURRED BY THE USER FOR THE NON-USE OF A LICENSED PHOTO. THE CANCELLATION FEE WILL BECOME EFFECTIVE AFTER TRUNK ARCHIVE’S DELIVERY OF THE FINAL HIGH-RESOLUTION FILE. PAYMENT WILL BE DUE UPON NOTIFICATION OF NON-USE.




4. YOUR OBLIGATIONS AND RESPONSIBILITIES


IN THE ACCESS OR USE OF THIS SITE, YOU SHALL COMPLY WITH THESE TERMS AND CONDITIONS AND THE SPECIAL WARNINGS OR INSTRUCTIONS FOR ACCESS OR USE POSTED ON THIS SITE. YOU SHALL ACT ALWAYS IN ACCORDANCE WITH THE LAW, CUSTOM AND IN GOOD FAITH. YOU MAY NOT MAKE ANY CHANGE OR ALTERATION TO THIS SITE OR ANY CONTENT OR SERVICES THAT MAY APPEAR ON THIS SITE AND MAY NOT IMPAIR IN ANY WAY THE INTEGRITY OR OPERATION OF THIS SITE. WITHOUT LIMITING THE GENERALITY OF ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, IF YOU DEFAULT NEGLIGENTLY OR WILLFULLY IN ANY OF THE OBLIGATIONS SET FORTH IN THESE TERMS AND CONDITIONS (INCLUDING OUR PRIVACY POLICY), YOU SHALL BE LIABLE FOR ALL THE LOSSES AND DAMAGES THAT THIS MAY CAUSE TO TRUNK IMAGES, OUR PARTNERS OR LICENSORS.



5. MINORS


MINORS (PERSONS UNDER THE AGE OF 18) ARE NOT ELIGIBLE TO USE THIS SITE UNSUPERVISED AND WE ASK THAT MINORS DO NOT REGISTER, ACCESS OR USE THIS SITE OR SUBMIT ANY PERSONAL INFORMATION TO US. BY USING THIS SITE UNSUPERVISED, AND/OR REGISTERING FOR AN ACCOUNT, YOU WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER.




6. THIRD PARTY LINKS


WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY SITES LINKED TO OR FROM THIS SITE. LINKS APPEARING ON THIS SITE ARE FOR CONVENIENCE ONLY AND ARE NOT AN ENDORSEMENT BY US OR OUR PARTNERS OF THE REFERENCED CONTENT, PRODUCT, SERVICE, OR SUPPLIER. YOUR LINKING TO OR FROM ANY OTHER SITES IS AT YOUR OWN RISK. WE ARE IN NO WAY RESPONSIBLE FOR EXAMINING OR EVALUATING, AND WE DO NOT WARRANT THE OFFERINGS OF ANY OTHER SITES LINKED TO OR FROM THIS SITE, NOR DO WE ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE ACTIONS, CONTENT, PRODUCTS, OR SERVICES OF SUCH SITES, INCLUDING, WITHOUT LIMITATION, THEIR PRIVACY STATEMENTS AND TERMS AND CONDITIONS. YOU SHOULD CAREFULLY REVIEW THE TERMS AND CONDITIONS AND PRIVACY POLICIES OF ALL OTHER SITES THAT YOU VISIT.


7. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY


THIS SITE IS PRESENTED "AS IS". WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THIS SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, TORT OR OTHERWISE), UNDER ANY CIRCUMSTANCES, FOR ANY (A) INTERRUPTION OF BUSINESS; (B) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE; (C) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (D) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF LINKS ON THIS SITE; (E) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THIS SITE, INCLUDING DURING LINK TO OR FROM THIRD PARTY SITES; (F) ANY INACCURACIES, OMISSIONS OR MISLEADING, FALSE OR DECEPTIVE STATEMENT IN THE CONTENT; OR (G) EVENTS BEYOND OUR REASONABLE CONTROL. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THIS SITE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED $1,000 USD.




8. INDEMNIFICATION


YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS FOR ANY LOSS, DAMAGES OR COSTS, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING FROM ANY THIRD PARTY CLAIM, ACTION, OR DEMAND RESULTING FROM YOUR USE OF THIS SITE, INCLUDING YOUR USE OF SOFTWARE ROBOTS, SPIDERS, CRAWLERS, OR SIMILAR DATA GATHERING AND EXTRACTION TOOLS, OR ANY OTHER ACTION YOU TAKE THAT IMPOSES AN UNREASONABLE BURDEN OR LOAD ON OUR INFRASTRUCTURE.


9. DISPUTES


NEW YORK STATE LAW SHALL GOVERN YOUR USE OF THIS SITE AND THE PARTIES HERETO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK, USA, REGARDLESS OF CONFLICTS OF LAWS. YOU ACKNOWLEDGE THAT THIS AGREEMENT, AS WELL AS ANY OTHER DOCUMENTS RELATING HERETO, INCLUDING NOTICES, HAS BEEN AND SHALL BE WRITTEN IN THE ENGLISH LANGUAGE.




10. GENERAL


YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS AND CONDITIONS, WHICH INCLUDE OUR PRIVACY POLICY, CONSTITUTE THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN US CONCERNING YOUR USE OF THIS SITE. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO CHANGE THESE TERMS AND CONDITIONS AT ANY TIME BY POSTING THE CHANGES ON THIS SITE. ANY CHANGES ARE EFFECTIVE IMMEDIATELY UPON POSTING TO THIS SITE. YOUR CONTINUED USE OF THIS SITE CONSTITUTES YOUR AGREEMENT TO ALL SUCH TERMS AND CONDITIONS. WE MAY, WITH OR WITHOUT PRIOR NOTICE, TERMINATE ANY OF THE RIGHTS GRANTED BY THESE TERMS AND CONDITIONS. YOU SHALL COMPLY IMMEDIATELY WITH ANY TERMINATION OR OTHER NOTICE, INCLUDING, AS APPLICABLE, BY CEASING ALL USE OF THIS SITE. NOTHING CONTAINED IN THESE TERMS AND CONDITIONS SHALL BE CONSTRUED AS CREATING ANY AGENCY, PARTNERSHIP, OR OTHER FORM OF JOINT ENTERPRISE BETWEEN US. OUR FAILURE OUR FAILURE TO REQUIRE YOUR PERFORMANCE OF ANY PROVISION HEREOF SHALL NOT AFFECT OUR FULL RIGHT TO REQUIRE SUCH PERFORMANCE AT ANY TIME THEREAFTER, NOR SHALL OUR WAIVER OF A BREACH OF ANY PROVISION HEREOF BE TAKEN OR HELD TO BE A WAIVER OF THE PROVISION ITSELF. NO FAILURE TO EXERCISE AND NO DELAY ON THE PART OF EITHER PARTY IN EXERCISING ANY RIGHT, REMEDY, POWER OR PRIVILEGE OF THAT PARTY UNDER THESE TERMS AND CONDITIONS AND NO COURSE OF DEALING BETWEEN THE PARTIES SHALL BE CONSTRUED OR OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE. IN THE EVENT THAT ANY PROVISION OF THESE TERMS AND CONDITIONS SHALL BE UNENFORCEABLE OR INVALID UNDER ANY APPLICABLE LAW OR BE SO HELD BY ANY APPLICABLE COURT DECISION, SUCH UNENFORCEABILITY OR INVALIDITY SHALL NOT RENDER THESE TERMS AND CONDITIONS UNENFORCEABLE OR INVALID AS A WHOLE. WE WILL AMEND OR REPLACE SUCH PROVISION WITH ONE THAT IS VALID AND ENFORCEABLE AND WHICH ACHIEVES, TO THE EXTENT POSSIBLE, OUR ORIGINAL OBJECTIVES AND INTENT AS REFLECTED IN THE ORIGINAL PROVISION. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS AND CONDITIONS, PLEASE CONTACT US BY E-MAIL AT INFO@TRUNKARCHIVE.COM.




STANDARD LICENSING TERMS




THESE STANDARD LICENSING TERMS GOVERN ANY LICENSING BY REGISTERED USERS OF PHOTOS AVAILABLE ON TRUNK ARCHIVE'S WEBSITE, TRUNKARCHIVE.COM. BY ACCEPTING THESE STANDARD LICENSING TERMS, THE REGISTERED USER ACKNOWLEDGES AND CONSENTS TO THESE STANDARD LICENSING TERMS, INCLUDING THE PRIVACY POLICY AND THE TERMS OF USE OF THE WEBSITE.




1. THE SCOPE OF THE LICENCE


AT THE REGISTERED USER'S ACCEPTANCE OF THESE STANDARD LICENSING TERMS AND THE REGISTERED USER'S RECEIPT OF THE LICENSE (BY EMAIL) RELATED TO THE CHOSEN PHOTO(S) IN QUESTION, TRUNK ARCHIVE GRANTS A PERSONAL, NON-ASSIGNABLE AND NON-EXCLUSIVE (UNLESS OTHERWISE SPECIFIED IN THE LICENSE) LICENCE TO THE REGISTERED USER TO USE THE LICENSED PHOTO ONLY IN ACCORDANCE WITH THE SPECIFICATIONS AND LIMITATIONS SPECIFIED IN THE LICENSE. THE SPECIFICATIONS AND LIMITATIONS CONCERN AREA OF USE, MEDIUM, TERRITORY, TIME, PRINTING AND COPYING POSSIBILITIES OR RESTRICTIONS, SIZE, ETC. THE REGISTERED USER ALONE IS ENTITLED TO USE THE LICENSED PHOTO IN ACCORDANCE WITH THE SPECIFICATIONS AND LIMITATIONS IN THE LICENSE.


FOR CLARIFICATION PURPOSES, THE STANDARD LICENSING TERMS SHALL NOT BE CONSTRUED TO GRANT ANY SOCIAL MEDIA, E-READER, DIGITAL, PRINT OR THIRD PARTY USAGE RIGHTS, UNLESS EXPRESSLY SET FORTH IN THE LICENSE.


AT ANY TIME, TRUNK ARCHIVE IS ENTITLED TO ENSURE THAT THE REGISTERED USER RESPECTS THESE STANDARD LICENSING TERMS.




2. INTELLECTUAL PROPERTY RIGHTS


TRUNK ARCHIVE AND ITS PARTNERS OR LICENSORS HOLDS ALL INTELLECTUAL PROPERTY RIGHTS, INCLUDING COPYRIGHT, TO THE LICENSED PHOTOS. THE REGISTERED USER MUST IN EVERY RESPECT ABIDE BY THE RIGHTS OF TRUNK ARCHIVE AND ITS PARTNERS AND LICENSORS, AND THE REGISTERED USER IS LIABLE WITHOUT LIMITATIONS FOR ANY DISREGARD OR INFRINGEMENT OF THESE RIGHTS, INCLUDING UN-ALLOWED OR UNLAWFUL USE OR FOR-WARDING OF THE LICENSED PHOTO TO A THIRD PARTY.




THE REGISTERED USER SHALL (UNLESS OTHERWISE SPECIFIED IN THE LICENSE) CREDIT THE PHOTO IN ACCOR-DANCE WITH THE CREDIT LINE ON THE WEBSITE INCLUDING THE PHOTOGRAPHER’S NAME, THE COLLECTION NAME (WHEN APPLICABLE) AND TRUNK ARCHIVE AS THE DISTRIBUTOR OF THE LICENSED PHOTO.




THE REGISTERED USER IS NOT ENTITLED TO CHANGE, AMEND OR OTHERWISE ALTER THE LICENSED PHOTO OR PARTS THEREOF (UNLESS OTHERWISE SPECIFIED IN THE LICENSE) NOR IS THE REGISTERED USER ENTITLED TO ALTER OR REMOVE STATEMENTS REGARDING COPYRIGHT, RIGHTS HOLDER INFORMATION (CREDIT), ETC. FURTHER, THE REGISTERED USER IS NOT ALLOWED TO USE THE LICENSED PHOTO IN ANY COMPROMISING OR DEFAMATORY CON-TEXT.




THE REGISTERED USER IS NOT ENTITLED TO COPY THE LICENSED PHOTO OR PARTS THEREOF TO AN EXTENT OTHER THAN SPECIFIED IN THE LICENSE. THE REGISTERED USER SHALL ENSURE THAT THE LICENSED PHOTO IS KEPT INACCESSIBLE TO A THIRD PARTY AND THAT THE LICENSED PHOTO NOT OTHERWISE WILL COME INTO THE POSSESSION OF A THIRD PARTY.




3. PAYMENT


THE PRICE FOR THE LICENSED PHOTO, WHICH INCLUDES A 6.75% HANDLING FEE, IS SPECIFIED IN THE LICENSE, AND THE OUTSTANDING AMOUNT IS DUE 30 (THIRTY) DAYS FROM THE DATE OF THE LICENSE (UNLESS OTHERWISE SPECIFIED IN THE LICENSE). IN THE EVENT OF LATE PAYMENT TRUNK ARCHIVE SHALL BE ENTITLED TO CLAIM DEFAULT INTEREST OF 1.75 % PER MONTH OR ANY FRACTION OF A MONTH OF THE AMOUNT DUE.





4. SUPPORT


IF THE REGISTERED USER EXPERIENCES DIFFICULTIES IN LICENSING PHOTOS AT TRUNK ARCHIVE'S WEBSITE, THE REGISTERED USER MAY CONTACT TRUNK ARCHIVE'S HELPDESK AT +1 212 356 0099 ON WORKING DAYS BETWEEN 09:30 AM – 17:30 PM (ECT) OR AT INFO@TRUNKARCHIVE.COM. TRUNK ARCHIVE WILL TRY TO HELP THE REGISTERED USER AS FAR AS POSSIBLE, BUT CANNOT BE HELD RESPONSIBLE FOR THE REGISTERED USER'S OWN HARDWARE, SOFTWARE OR INTERNET CONNECTION OR THE ADVICE GIVEN.




5. COMPLAINTS AND REMEDIES


IF THE LICENSED PHOTO CANNOT BE ACCESSED OR USED AS PRESUPPOSED BY THE REGISTERED USER AFTER HIS/HER ACCEPTANCE OF THESE STANDARD LICENSING TERMS, TRUNK ARCHIVE – AFTER HAVING BEEN INFORMED THEREOF BY THE REGISTERED USER – IS UNDER AN OBLIGATION TO ENSURE THAT THE LICENSED PHOTO CAN BE USED BY THE REGISTERED USER IN ACCORDANCE WITH THE SPECIFICATION AND LIMITATION SPECIFIED IN THE LICENSE. THIS RIGHT TO COMPLAIN AND THIS OBLIGATION TO REMEDY ARE THE REGISTERED USER'S ONLY RIGHTS IN CONNECTION WITH DEFECTIVE DELIVERY OF THE LICENSED PHOTO.




6. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY


TRUNK ARCHIVE WARRANTS THAT IT HAS OBTAINED THE RIGHT TO LICENCE THE PHOTO FROM THE PHOTOGRAPHER. BESIDES THIS EXPRESS WARRANTY, THE LICENSED PHOTO IS LICENSED "AS IS". TRUNK ARCHIVE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE LICENSING OR THESE STANDARD LICENSING TERMS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. TO THE FULLEST EXTENT PERMITTED BY LAW TRUNK ARCHIVE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE LICENSED PHOTO, INCLUDING USE THEREOF, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF TRUNK ARCHIVE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TRUNK ARCHIVE MAXIMUM AGGREGATE LIABILITY EXCEED USD 5,000.




7. INDEMNIFICATION


THE REGISTERED USER AGREES TO DEFEND, INDEMNIFY AND HOLD TRUNK ARCHIVE HARMLESS FOR ANY LOSS, DAMAGES OR COSTS, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING FROM ANY THIRD PARTY CLAIM, ACTION, OR DEMAND RESULTING FROM THE REGISTERED USER'S USE OF THE LICENSED PHOTO.




8. FORCE MAJEURE


A PARTY CANNOT BE HELD RESPONSIBLE TOWARDS THE OTHER PARTY IN CASE OF FORCE MAJEURE, WHICH AFFECTS THE PARTY'S OBLIGATIONS UNDER THESE STANDARD LICENSING TERMS. FORCE MAJEURE INCLUDES I.A. WAR AND MOBILIZATION, NATURAL DISASTERS, STRIKES, LOCK-OUTS, FIRES, ABSENT, DELAYED OR DEFECTIVE DELIVERIES FROM SUB-SUPPLIERS/LICENSORS, DAMAGED PRODUCTION MACHINERY, COMPUTER VIRUS, KEY PERSONNEL BEING UNFIT FOR WORK, IMPORT AND EXPORT REGULATION CONDITIONS AND OTHER CONDITIONS OUTSIDE THE CON-TROL OF THE PARTY IN QUESTION.




9. TERMINATION


THE LICENCE GRANTED IN ACCORDANCE WITH THESE STANDARD LICENSING TERMS IS IN FORCE UNTIL IT EXPIRES IN ACCORDANCE WITH THE TIME LIMITATIONS SET OUT IN THE LICENSE. IN ADDITION, TRUNK ARCHIVE IS ENTITLED TO TERMINATE THE LICENCE AT ANY TIME IF THE REGISTERED USER DOES NOT COMPLY WITH THESE STANDARD LICENSING TERMS.




10. ASSIGNMENT


THE REGISTERED USER IS ENTITLED TO USE THE LICENSED PHOTO(S) FOR HIS/HER OWN USE ONLY. THE REGISTERED USER IS NOT ENTITLED TO ASSIGN, LEND OR IN ANY OTHER WAY TRANSFER THE RIGHTS OR OBLIGATIONS, PARTLY OR IN FULL, PROVIDED IN THE LICENSE AND THESE STANDARD LICENSING TERMS WITHOUT THE PRIOR WRITTEN CONSENT OF TRUNK ARCHIVE.




11. PRIVACY POLICY


THE REGISTERED USER WILL BE ASKED TO SUBMIT SOME INFORMATION WHEN REGISTERING AS A USER. PLEASE SEE THE PRIVACY POLICY IN RESPECT OF HOW TRUNK ARCHIVE HANDLES THIS INFORMATION ALONG WITH INFORMATION ABOUT THE REGISTERED USER'S INTERACTIONS AT TRUNK ARCHIVE'S WEBSITE.




12. DISPUTES


NEW YORK STATE LAW SHALL GOVERN THE USE OF THE LICENSED PHOTO AND THE PARTIES HERETO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE NEW YORK COURTS.




13. GENERAL


THESE STANDARD LICENSING TERMS AND THE LICENSE CONSTITUTE THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN THE REGISTERED USER AND TRUNK ARCHIVE REGARDING THE LICENSED PHOTO(S). TRUNK ARCHIVE RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CHANGE THESE STANDARD LICENSING TERMS AT ANY TIME BY POSTING THE CHANGES ON TRUNK ARCHIVE'S WEBSITE. ANY CHANGES ARE EFFECTIVE IMMEDIATELY UPON POSTING TO THE WEBSITE. THE REGISTERED USER'S CONTINUED USE OF LICENSED PHOTOS, INCLUDING ANY NEW LICENSING, IS GOVERNED BY SUCH NEW STANDARD LICENSING TERMS. TRUNK ARCHIVE'S FAILURE TO REQUIRE PERFORMANCE OF ANY PROVISION IN THESE STANDARD LICENSING TERMS SHALL NOT AFFECT TRUNK ARCHIVE'S FULL RIGHT TO REQUIRE SUCH PERFORMANCE AT ANY TIME THEREAFTER, NOR SHALL TRUNK ARCHIVE'S WAIVER OF A BREACH OF ANY PROVISION HEREOF BE TAKEN OR HELD TO BE A WAIVER OF THE PROVISION ITSELF. NO FAILURE TO EXERCISE AND NO DELAY ON THE PART OF EITHER PARTY IN EXERCISING ANY RIGHT, REMEDY, POWER OR PRIVI-LEGE OF THAT PARTY UNDER THESE STANDARD LICENSING TERMS AND NO COURSE OF DEALING BETWEEN THE PARTIES SHALL BE CONSTRUED OR OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE. IN THE EVENT THAT ANY PROVISION OF THESE STANDARD LICENSING TERMS SHALL BE UNENFORCEABLE OR INVALID UNDER ANY APPLICABLE LAW OR BE SO HELD BY ANY APPLICABLE COURT DECISION, SUCH UNENFORCEABILITY OR INVALIDITY SHALL NOT RENDER THESE STANDARD LICENSING TERMS UNENFORCEABLE OR INVALID AS A WHOLE. TRUNK ARCHIVE WILL AMEND OR REPLACE SUCH PROVISION WITH ONE THAT IS VALID AND ENFORCEABLE AND WHICH ACHIEVES, TO THE EXTENT POSSIBLE, THE ORIGINAL OBJECTIVES AND INTENT AS REFLECTED IN THE ORIGINAL PROVISION.