Last Update: April 2023

​What types of licenses does Northeast Worms offer?

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​Northeast Worms offers two types of licenses: standard and extended. Every file downloaded from Northeast Worms 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.

 You are welcome to use watermarked content from the Northeast Worms site on a complimentary basis for test or sample layout (composite) use only. Watermarked content cannot be used in any final materials or any publicly available materials and may only be used for the 30 days following download.

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How can I use licensed 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 Northeast Worms are:

• Perpetual, meaning there is no expiration or end date on your rights to use the content downloaded during your agreement.

• Non-exclusive, meaning that you do not have exclusive rights to use the content. Northeast Worms can license the same content to other customers.

• Worldwide, meaning content can be used in any geographic territory.

• Unlimited, meaning you can use the content in an unlimited number of projects and in any media.

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.

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Restricted Uses.

1. No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner, to promote violence or hatred, or in violation of any applicable regulations or industry codes.

2. No Commercial Use of "Editorial Use Only" Content. You may not use content marked "editorial use only" for any commercial, promotional, advertorial, endorsement, advertising, gambling/betting/gaming uses or merchandising purpose. This type of content is not model or property released and is primarily intended to be used for editorial purposes, meaning descriptive purposes such as news reporting and discussion of current events or other human interest topics (for example, in a blog, textbook, newspaper or magazine article).

3. 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).

4. No Use in Trademark or Logo. Unless you purchase a custom license, you may not use content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content which is Northeast Worms).

5. 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.

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Restricted Uses - unless extended license purchased. Extended licenses are only available for purchase on a file by file basis. Please contact us at info.northeastworms@gmail.com if you have any license's special needs

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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.

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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), DVDs, mobile applications, NFTs 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).

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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.

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​​Who, besides me, can use the licensed content?

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

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

• 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

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Are there any seat/user license restrictions:

• ​Yes. The standard license or subscription 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 single legal entity 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.

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Intellectual property rights.

• Who owns the content?
  All of the licensed content is owned by Northeast Worms. All rights not expressly granted in this agreement are reserved by Northeast Worms and the content suppliers.

• 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 visual production credits: "www.northeastworms"

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Termination/Cancellation/Withdrawal.

• Termination

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. Northeast Worms 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 Northeast Worms 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.

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• File Download Refunds

Northeast Worms does not offer refunds or re-credits for downloaded files. File returns will only be considered based on technical issues with the file at the sole discretion of Northeast Worms.

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• Content Withdrawal.

  Northeast Worms may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Northeast Worms, or upon your knowledge, that any content may be subject to a claim of infringement of a third party's right for which Northeast Worms may be liable, Northeast Worms 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. Northeast Worms will provide you with replacement content (determined by Northeast Worms in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.

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• Caption/Metadata Disclaimer.

 While we have made reasonable efforts to correctly categorize, keyword, caption and title the content, Northeast Worms does not warrant the accuracy of such information, or of any metadata provided with the content.

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• No Other Warranties.

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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. Northeast Worms does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error free.

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• Indemnification/Limitation of Liability.

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1. Indemnification of Northeast Worms by you. You agree to defend, indemnify and hold harmless Northeast Worms and its owner, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs including attorney 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.

2. ​Extended Legal Guarantee. Unless you purchase an extended license, Northeast Worm's total maximum aggregate liability (meaning the total amount Northeast Worms is responsible for, whether under this agreement or any other agreement for the same content) is limited to $50.00 US dollars per item of content. This limit applies regardless of the number of times you license the same piece of content from iStock. Under an extended license, this amount is increased to $100.00 US dollars per item of content. If you need a higher indemnification amount, please contact Northeast Worms.

3. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation, in which case the indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal costs including attorney fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

4. Limitation of Liability. NORTHEAST WORMS 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 NORTHEAST WORMS HAVE 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.

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General Provisions.

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1. Assignment. This agreement is personal to you and is not assignable by you without Northeast Worms' prior written consent. Northeast Worms 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.

2. Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to Northeast Worms sample copies of projects or end uses that contain licensed content, including by providing Northeast Worms 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, Northeast Worms 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 Northeast Worms of five percent (5%) or more of the amount you should have paid, then in addition to paying Northeast Worms the amount of the underpayment, you also agree to reimburse Northeast Worms for the costs of conducting the audit. Where Northeast Worms reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at Northeast Worms request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Northeast Worms.

3. Electronic storage. You agree to retain the copyright symbol, the name of Northeast Worms, 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.

4. Governing Law/Arbitration. This agreement will be governed by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") if you are in North America, or of the International Centre for Dispute Resolution ("ICDR") or JAMS if you are outside of North America (the applicable rules to be at your discretion), in effect on the date of the commencement of arbitration to be held in one of the following jurisdictions (whichever is closest to you): New York, New York; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs including attorney fees relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Northeast Worms shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Northeast Worms, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.

5. 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.

6. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

7. 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 Northeast Worms 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.

8. Notice. All notices required to be sent to Northeast Worms under this agreement should be sent via email to info.northeastworms@gmail.com. All notices to you will be sent via email to the email set out in your account.

9. 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.