LICENSE AGREEMENT
You are deemed to have
accepted the following license terms and
conditions upon requesting to download
the Digital Images.
1. Defined terms
2. Grant of License – Rights
Managed Images
3. Grant of License –
Royalty Free Images
4. Fees and charges
5. Additional Reproduction
rights in Digital Images
6. General
1.
Defined terms
In these terms and conditions:
a)
PL means Photolibrary Group Inc.
(EIN : 753051111) of 23 West 18th Street, 3rd floor 23 West 18th Street New York NY 10011.
b)
You means
a party who uses the Website or downloads any Digital Image. If You use the Website or download a Digital Image on behalf of
Your employer this definition will include Your employer. You will ensure that
any person supplied any Digital Image at Your request will comply with these
terms, and will be personally liable to PL if such person fails to do so, as if
such failure were a failure by You.
c)
Content means all of the content
featured or displayed on the Website, including, but not limited to, Digital
Images, Software and all other text, graphics, photographs, images, moving
images, sound, illustrations and software.
d)
Digital Image(s) means both Low Resolution
Digital Imagery and High Resolution Digital Imagery available for download on
the Website.
e)
High Resolution Digital
Imagery
means high-resolution images and/or film clips available for downloading on the
Website.
f)
Invoice means an invoice sent to You in accordance with these Terms and Conditions.
g)
Low Resolution Digital
Imagery
means low resolution comping images and film clips available for downloading
from the Website.
h)
Software means any software program
or code provided by PL in order to support the use of
Digital Images which are obtained by You from the Website.
i)
Reproduction means any form of colour or black and white copying, publication,
distribution or other communication to the public of the whole or part of any
Digital Image whether by printing, photography, slide projection (whether or
not to an audience), xerography, artist's illustration, layout or presentation,
or by electronic, internet, multimedia, digital or mechanical means or by any
other means. Reproduction further includes the use the whole or part of any
Digital Image in the creation of another picture, which may be partly or
completely different from the original Digital Image whether such difference is
caused wholly or partly by computer, electronic, digital, mechanical or any
other means. "Reproduce" has a corresponding meaning.
j)
Website means the whole or any part
of the web site pages located at www.photolibrary.com
(including the layout of the Website, graphic design elements of the web site
pages, underlying code elements and any text, graphics, sounds, animated
elements or other content of the Website).
2.
Grant of License
Rights Managed Images
a)
In
consideration of payment by You of the fees itemised on the Invoice, PL grants You a license to use the
Digital Images and Software subject to the conditions agreed to by You and
listed on the Invoice and the terms and conditions contained herein.
b)
Except
as expressly set out in these terms and conditions, You acquire no rights,
including without limitation copyright and other intellectual property rights,
in the Digital Images and Software, other than a license granted in accordance
with these terms.
c)
Low-Resolution
Digital Imagery may be used ONLY for PERSONAL, NONCOMMERCIAL use and TEST or
SAMPLE use, including COMPS and LAYOUTS. The Low-Resolution Digital Imagery may
not be used in any final materials distributed internally or outside of Your
company or to the public, including, but not limited to, advertising and marketing
materials or any online, or broadcast or other electronic distribution system
(except that You may transmit comps digitally or electronically to Your clients
for their review), and may not be distributed, sublicensed or made available
for use or distribution separately or individually, and as licensee, You are
not entitled togrant to anyone else any rights in
relation to the Low-Resolution Digital Imagery.
d)
High-Resolution
Digital Imagery may not be sub-licensed, resold or otherwise made available for
use or distribution separately or detached from a product or web page. For
example, High-Resolution Digital Imagery may be used as an integral part of a
web page design, but may not be made available for downloading separately or in
a format designed or intended for permanent storage or re-use by Website users.
Similarly, third parties may be provided with copies of High-Resolution Digital
Imagery (including digital files) as an integral part of work product, but may
not be provided with High-Resolution Digital Imagery or permitted to use
High-Resolution Digital Imagery separately. If such use is required, it is
necessary for the third party to enter into a separate license agreement with
PL.
e)
The
Digital Images may not be used in a manner which is pornographic, defamatory, unlawful or absent the consent of the model featured in the
Digital Image.
f)
If
a Digital Image featuring a person is used in a manner that implies endorsement,
use of, or a connection to a product or service by that model, or a potentially
unflattering or controversial subject, You must publish
a statement which indicates that the person is a model and is used for
illustrative purposes only.
g)
Software
may be used only in conjunction with Digital Images. One copy of the Digital
Image and Software may be made for backup purposes only, but may be used only
if the original Digital Image or Software becomes defective, or is destroyed or
otherwise irretrievably lost. Except as specifically provided in this
agreement, no Digital Image or Software may be shared or copied.
h)
The
license hereby granted is expressly subject to the condition that the copyright
notice "© photolibrary. All rights reserved." appears adjacent to any
Digital Image sourced from the Website, or such a copyright notice is clearly
visible on a credits page or screen.
i)
Digital
Images are not licensed for use in a downloadable or FTP format.Use
of the Digital Images and Software must be in compliance with all applicable
laws, including, but not limited to, laws and regulations relating to
copyright. Where PL's or its licensor's
rights with respect to any Digital Image and Software are adversely affected by
any third party, PL reserves the right to terminate any license granted with
respect to such Digital Image and Software.
In the event of such termination, Your sole
remedy will be the replacement of such license with a license for alternative
Digital Image(s) and Software as determined by PL.
3.
Grant Of License
Royalty Free
a)
PL
grants to you (or your employer if you are licensing on behalf of your
employer), a nonexclusive, non-sub-licensable right to use any Software, any
Digital Imagery and any derivatives or copies thereof on your personal
computer.
b)
The
Digital Imagery and Software may not be shared by creating a library, Digital
Imagery storage jukebox, network configuration or similar arrangement.
c)
Low-Resolution
Digital Imagery may be used ONLY for PERSONAL, NONCOMMERCIAL use and TEST or
SAMPLE use, including COMPS and LAYOUTS. The Low-Resolution Digital Imagery may
not be used in any final materials distributed internally or outside of your
company or to the public, including, but not limited to, advertising and
marketing materials or any online, or broadcast or other electronic
distribution system (except that you may transmit comps digitally or
electronically to your clients for their review), and may not be distributed,
sublicensed or made available for use or distribution separately or
individually, and as licensee, you are not entitled to grant to anyone else any
rights in relation to the Low-Resolution Digital Imagery.
d)
High-Resolution
Digital Imagery may be used on a worldwide and perpetual basis as a part of:
a.
ADVERTISING
and PROMOTIONAL MATERIALS (including packaging);
b.
ONLINE
or other ELECTRONIC DISTRIBUTION SYSTEMS (including web page design) and in
BROADCASTS or THEATRICAL EXHIBITIONS;
c.
ANY
PRODUCTS (including for-sale products) or PUBLICATIONS (electronic or print);
and
d.
Materials
for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and
LAYOUTS.
e.
Examples
of permitted uses include:
i.
Website,
online and multimedia designs;
ii.
Advertising
and promotion campaigns, presentations and brochures;
iii.
Book
jackets and interior pages;
iv.
Packaging
for software, music albums, CDs and cassettes, and videotapes;
v.
Calendars,
greeting cards and posters;
vi.
Trade
show displays, billboards and exhibits; and
vii.
Products
for resale in any quantity.
e)
High-Resolution
Digital Imagery may not be sub-licensed, resold or otherwise made available for
use or distribution separately or detached from a product or web page. For
example, High-Resolution Digital Imagery may be used as an integral part of a
web page design, but may not be made available for downloading separately or in
a format designed or intended for permanent storage or re-use by website users.
Similarly, clients may be provided with copies of High-Resolution Digital
Imagery (including digital files) as an integral part of work product, but may
not be provided with High-Resolution Digital Imagery or permitted to use
High-Resolution Digital Imagery separately. If such use is required, it is
necessary for the third party to enter into a separate licence agreement with PL.
f)
Pornographic
use, use which would be defamatory or absent the consent of the model or use
which is otherwise unlawful is prohibited.
g)
If
Digital Imagery featuring a person is used in a manner that implies
endorsement, use of, or a connection to a product or service by that model, or
a potentially unflattering or controversial subject, you must publish a
statement which indicates that the person is a model and is used for
illustrative purposes only.
h)
Software
may be used only in conjunction with the Digital Imagery. One copy of the
Digital Imagery and Software may be made for backup purposes only, but may be
used only if the original Digital Imagery or Software becomes defective, or is
destroyed or otherwise irretrievably lost. Except as specifically provided in
this agreement, no Digital Imagery or Software may be shared or copied.
i)
Imagery
is not licensed for use in a downloadable or FTP format.
j)
This
license is granted by Photolibrary
k)
As
Authorized, PL grants this License on behalf of its Contributors who may
subject Imagery to additional licensing requirements.
l)
Use
of the Digital Imagery and Software must be in compliance with all applicable
law, including, but not limited to, laws and regulations relating to currency
and the law of moral rights. Photolibrary Pty Ltd reserves the right to
discontinue the use of any Digital Imagery for any reason and to elect to
replace the Digital Imagery with alternate Digital Imagery. Upon notice of any
discontinuance of a license for any particular Digital Imagery, you, and your
employer and your client if applicable, agree not to use such Digital Imagery
in the future.
m)
Additional
Rights Available: If you are unsure of your usage rights under this agreement,
contact us by email at ussales@photolibrary.com.
4.
Fees and charges
a)
Credit
Card
You can elect at the time of purchase to pay for the Digital
Image(s) through direct credit card debit. PL will automatically debit Your chosen credit card and following download of the
Digital Image(s), PL will send You an Invoice confirming the transaction
details and Reproduction rights granted with respect to each Digital Image
licensed.
b)
PL
Account Holders
a.
Should
You be an approved PL account holder at the time of purchase,
You can elect to pay for the Digital Image(s) via Your PL account by entering Your
purchase code on the Order Page of the Website. Following download of the
b.
The
total amount shown on the Invoice is due and payable by You
to PL within thirty (30) days of the date of Invoice. PL will be entitled to charge interest on amounts
not so paid at the rate of two (2) percent per annum above the Barclays Bank prime
rate from the due date until the total Invoice sum has been paid and, at PL's discretion,
invoice any end-user directly for any Reproduction fees payable with respect to
Digital Images supplied by or on Your behalf. Your company directors, partners or
proprietors agree to accept joint and several liabilities with respect to all debts
incurred by You. Your right to use any image licensed is
subject to the payment of the amount outstanding on the invoice.
c)
Death,
Bankruptcy, Winding Up….
On Your death or bankruptcy, or in the event of a resolution, petition or order
for winding up being made against You, or if a receiver is appointed, or if You
are unable to trade because of Your inability to pay Your creditors, PL may at any
time thereafter gain immediate access to inspect any records, accounts and books
relating to the Reproduction of PL's Digital Images to ensure that the Digital Images
are being used only in accordance with the Reproduction rights granted to You and
where it is found that the Digital Images are not being used in accordance with
the Reproduction rights granted to You, PL may terminate the license and do all
things necessary to prevent Your use of the Digital Images.
d)
Government
Taxes
All Invoices will have added to it Government Taxes (such as Value Added Tax
and other Goods and services Taxes) at the rate which applies from time to time
if you are a resident of the local country to which the tax applies and to
which PL has a registered office.
5.
Additional Reproduction
rights in Digital Images
a)
Should
You require additional Reproduction rights in any Digital Image, You must revisit
the Website and repurchase the desired Digital Image and must specify the additional
Reproduction rights required, including the proposed use, period of use, print run,
media usage, end user customer, industry, territory and size and position of proposed
reproduction with respect to each Digital Image required.
b)
Alternatively
You can contact a PL sales representative on 1 212 929 4644 or send an email to ussales@photolibrary.comemail_address#.
A corresponding Invoice will be sent to You confirming
the transaction details or fees payable and Reproduction rights granted with respect
to each Digital Image in which additional Reproduction rights are granted by PL.
Such Reproduction fee as advised by PL to You may vary per Digital Image depending
on a number of factors including but not limited to the period of use, print run,
media usage, end user customer, industry, territory and size and position of proposed
Reproduction.
c)
You
acknowledge and agree to the following:
a.
Reproduction
rights are strictly limited to the specific use granted by PL with respect to each
Digital Image and as detailed on the corresponding Invoice sent to You.
b.
Reproduction
and re-use of any Digital Image without the required consent granted by PL constitutes
an infringement of copyright by You. Reproduction rights
and license to use are only granted on payment of the Invoice. Reproduction availability
must be confirmed by PL before Your Reproduction.
c.
Reproduction
rights are granted by PL for each Digital Image solely to You and are not assignable
without the prior written consent of PL.
d.
You
acknowledge that any Digital Image licensed by PL of a person, including a person
well known to the general public or engaged in competitive sport, may not be used
in a manner which can be reasonably construed as that person's endorsement of a
product or service, nor may any Digital Image be used in a manner which can be reasonably
construed as derogatory, libelous, defamatory or slanderous of that person.
6.
General
a)
PL
warrants that it owns or is licensed to supply for Reproduction the Digital Images
supplied. Unless specified in writing PL does not warrant to You
the existence or validity of model, property or other releases with respect to any
Digital Images downloaded to You. You must satisfy Yourself as to Digital Image
suitability, Reproduction quality and caption accuracy and that all necessary rights,
consents, permissions and releases have been obtained prior to Reproduction of each
Digital Image by You.
b)
To
the full extent permitted by law, PL excludes all warranties, statutory, express
or implied, from these terms of supply and license, except as expressly set out
above. Where any statutory terms may not
be excluded, liability in respect of them is limited to repair or resupply of goods, or the supply of services again. These terms are the entire agreement between the
parties regarding the Digital Images, Software and any services supplied by PL.
c)
You
agree to indemnify and keep indemnified PL from and against any and all loss, damage
or liability whether criminal or civil suffered by PL and resulting from any act
omission, negligence or default of You or Your agents, principals, customers, clients
or contractors, or arising out of the Reproduction of a Digital Image or use of
Software, in any manner or for any use or purpose whatsoever by You.
d)
Neither
party may assign this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, PL may assign this
Agreement or any of its rights under this Agreement and may transfer its obligations
under this Agreement to a related body corporate
(as that term is used in the Corporations Law) of PL, or an organisation which during
the term of this Agreement becomes a related body corporate of PL, without the consent
of You.
e)
In
the event of any offer to the public of shares in PL, PL shall be entitled to disclose
this Agreement and use in or incidental to such public offer all or any of the Digital
Images, without liability to You.
f)
Amendments,
modifications or changes to these terms and conditions are not effective unless
agreed in writing by PL and You.
g)
These
terms and conditions are governed by the law of the United States.