Terms & Conditions
Rights Managed Image and Film License Agreement
THIS IS A LEGAL AGREEMENT BETWEEN THE LICENSEE (AS DEFINED BELOW) AND THE LICENSOR (AS DEFINED BELOW). THIS AGREEMENT APPLIES TO CERTAIN LICENSES ISSUED VIA THE WWW.NEWSIMAGES.CO.UK WEBSITE (THE "SITE"), AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").
THE LICENSOR AND LICENSEE HEREBY ACKNOWLEDGE AND AGREE THAT NEITHER THE SITE NOR ITS OWNER, NEWS IMAGES, LLC (COLLECTIVELY, "NEWS IMAGES"), IS A PARTY TO THIS AGREEMENT AND NO CLAIM SHALL BE MADE BY THE LICENSOR, THE LICENSEE OR ANY OF THEIR AFFILIATES AGAINST NEWS IMAGES OR ITS AFFILIATES FOR ANY LOSS, DAMAGE OR ANY DISPUTE RELATING TO THE LICENSED MATERIAL.
1. Definitions
1.1 "Invoice" means the computer-generated or pre-printed invoice provided by or through the Site that may include, without limitation, names of the Licensor and Licensee, the permitted scope of use of the Licensed Material selected and the corresponding price for the license of such Licensed Material.
1.2 "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Licensor under the terms of this Agreement.
1.3 "Licensee" means the person or entity set forth in the applicable Invoice as the "licensee" and receiving the rights to the Licensed Materials as specified hereunder.
1.4 "Licensor" means the person or entity set forth on the Invoice as the "licensor" and granting the rights to the Licensed Materials as specified hereunder.
1.5 "Reproduction" and "Reproduce" mean any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
2. Grant of Rights & Restrictions
2.1 Subject to the terms and conditions contained herein, Licensor grants to Licensee a non-exclusive, non-assignable and non-sub licensable right to Reproduce the Licensed Material identified in the Invoice.
2.2 Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice.
2.3 If any Licensed Material featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or in connection with a subject that would be unflattering or controversial, Licensee must accompany each such use with an appropriate statement.
2.4 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited.
2.6 Licensed Material shall not be incorporated into a logo, trademark or service mark.
2.7 Licensed Material shall not be used contrary to any restriction on use that is notified to Licensee prior to or at the time the Licensed Material is delivered to Licensee.
2.8 Upon reasonable notice, Licensor may inspect any records, accounts and books relating to the Reproduction of any Licensed Material.
3. Copyright
No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement.
4. Releases
Licensor will notify Licensee if it has obtained a model release and/or property release for Licensed Material. If no such notification is given, then no such release has been obtained.
5. Warranty and Limitation of Liability
5.1 Licensor warrants that it has all necessary rights and authority to enter into and perform this Agreement and that authorised use of the Licensed Material will not infringe applicable rights.
5.2 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL.
5.3 THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED.
6. Indemnification
6.1 Provided Licensed Material is used only in accordance with this Agreement, Licensor shall defend, indemnify and hold Licensee harmless from damages, liabilities and expenses arising from a breach of the warranties above.
6.2 Where releases have not been obtained or use is not authorised, Licensee shall defend, indemnify and hold Licensor harmless from claims arising from that use.
7. Notice of Defense
The party seeking indemnification shall promptly notify the other party of such claim.
8. Parties' Obligation
Upon notice from Licensor that Licensed Material is subject to a claim or has been withdrawn, Licensee shall cease future use where possible.
9. Electronic Storage
Licensee must retain copyright and identification information associated with Licensed Material and safeguard high-resolution files against unauthorised access.
10. Interest
If Licensee fails to pay Licensor's invoice in full within the time specified, Licensor may add a service charge of one percent (1%) per month, or such lesser amount as permitted by law.
12. Condition of Licensed Material
Licensee should examine all Licensed Material for possible defects before Reproduction.
13. Credit Lines for Editorial Use
If any Licensed Material is Reproduced in an editorial manner, the Licensor's name or supplied credit information must appear adjacent to the Licensed Material.
15. Miscellaneous Terms
15.1 Unauthorised use constitutes copyright infringement.
15.2 Governing law and dispute resolution shall apply as stated in the applicable licence agreement.
15.3 If any provision is invalid, illegal or unenforceable, the remaining provisions shall remain valid.
15.4 No action of Licensor, other than express written waiver, may be construed as a waiver.
15.5 This Agreement, including the Invoice, contains all terms of the licence agreement.
Print License
By purchasing selected photographs (the "Prints"), you acknowledge that you are not acquiring any right, title or interest in the Prints or associated copyrights other than the right to possess, hold and use them for non-commercial purposes.
You agree not to scan, copy, duplicate or otherwise reproduce the Prints or use them commercially without express written consent.
Personal Use Electronic Download
By purchasing selected photographs (the "Images"), you acknowledge that you are not acquiring any right, title or interest in the Images or associated copyrights other than the right to possess, hold and use them for personal, non-commercial purposes.
Royalty Free Image and Film License Agreement
THIS IS A LEGAL AGREEMENT BETWEEN THE LICENSEE AND THE LICENSOR AND APPLIES TO LICENSED MATERIAL DELIVERED ONLINE, DIGITALLY OR PHYSICALLY.
1. Definitions
1.1 "Invoice" means the invoice supplied by or through the Site.
1.2 "Licensed Material" means still images, film, video footage, audio products or other protected material licensed under this Agreement.
1.3 "Licensee" means the person or entity receiving the rights.
1.4 "Licensor" means the person or entity granting the rights.
1.5 "Reproduction" means duplication, copying, publication, manipulation or derivative use.
1.6 "User" means an employee or subcontractor of the Licensee who manipulates or edits the Licensed Material.
2. Grant of Rights
2.1 Licensee has a non-exclusive, non-transferable, non-sub-licensable right to Reproduce the Licensed Material for permitted uses.
2.2 Licensee may use subcontractors provided they comply with this Agreement.
2.3 Licensee may alter, crop, manipulate and create derivative works.
2.4 Licensee's rights are worldwide and perpetual.
3. Restrictions
3.1 Licensed Material may be stored in a digital library for up to 10 Users unless otherwise agreed in writing.
3.2 Licensee may not sublicense, sell, assign, convey or transfer this Agreement except as expressly permitted.
3.3 Licensee may not distribute Licensed Material in a way that permits extraction as a standalone file.
3.4 Licensed Material shall not be incorporated into a logo, trademark or service mark.
3.5 Licensee may not post Licensed Material online in downloadable form.
3.6 Certain uses involving models may require an illustrative-use disclosure.
3.7 Licensed Material may not be used in a pornographic, defamatory or otherwise illegal manner.
3.8 Licensee must retain copyright and identification information.
3.9 Licensee must abide by restrictions notified by Licensor.
3.10 Editorial use must carry the supplied credit.
4. Copyright
No ownership or copyright in Licensed Material passes to Licensee.
5. Warranty and Limitation of Liability
5.1 Licensor warrants it has the necessary rights and authority to enter into this Agreement.
5.2 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.
5.3 WARRANTIES APPLY ONLY TO LICENSED MATERIAL AS DELIVERED AND USED IN ACCORDANCE WITH THIS AGREEMENT.
6. Indemnification
The Licensor and Licensee shall indemnify each other in the circumstances described in this Agreement.
7. Termination and Revocation
7.1 The licence terminates automatically if Licensee fails to comply with this Agreement.
7.2 Licensor may revoke a licence for good cause and may replace Licensed Material with alternative material.
8. Condition of Licensed Material
Licensee should inspect Licensed Material for possible defects before Reproduction.
9. Miscellaneous Terms
9.1 Unauthorised use constitutes copyright infringement.
9.2 This Agreement will be governed in all respects by the laws of the United Kingdom. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration in the United Kingdom.
9.3 If any provision is invalid, illegal or unenforceable, the remaining provisions remain unaffected.
9.4 No action of Licensor, other than express written waiver, may be construed as a waiver.
9.5 This Agreement contains all terms of the licence agreement.