Photofeatures License Agreement
The simple terms for licensing:
1. Print: Photos are for editorial use only, in publication, not online .
2. License for TV/DVD/Film is for use in body of film or program. Cover, booklet, poster or advertising is separate.
3. CD: Use on cover or booklet only. No use for publicity, press kit or promotion except as part of the packaging.
4. Any License takes effect only upon receipt of payment.
Photofeatures: terms and conditions
TERMS AND CONDITIONS OF USE (DIGITAL AND ANALOG DELIVERY)
(a) Generally: Any and all licenses granted by Photofeatures are conditioned upon (i) Your compliance with all provisions of this Agreement, and (ii) Photofeatures receipt of full payment by You as identified in the applicable Invoice. Any and all license(s) granted to You hereunder and Your right to use the Content shall immediately terminate upon Your failure to comply with any provision of this Agreement or to make full payment when due, in which case Photofeatures shall be entitled to pursue all other remedies available under copyright and other law.
Comp Use: Photofeatures grants you a personal, nontransferable, nonexclusive right to copy the Images you have selected onto your computer hard drive and to use the image(s) and any derivative works or copies (collectively, the "Image(s)") on one computer and with one user at a time only. The Images may only be copied, modified and incorporated in materials for sample use including comprehensive layouts (comp use). The Images may not be used in any final materials distributed internally or to the public. All other rights are reserved to Photofeatures. You must contact Photofeatures to obtain a license for additional use.
Other than the above Comp Use, Images may not be used in any way, until an invoice indicating User's right to use same is paid in full. Unless otherwise agreed, use of any Image is granted to the United States or United Kingdom only and is limited to one year from date of invoice.
RESTRICTIONS AS TO USE The following uses are prohibited: Use of the Image beyond the terms of the limited license agreement without first obtaining an additional license, including any electronic reproduction or promotional rights.
Create any derivative use of an Image unless indicated on the invoice. Use of the Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.
Use of the Image in any way that violates a depicted persons right of privacy or publicity, or to infringe on any trade name, trademark or service mark.
Archive, republish or transmit and images on any database without Photofeatures's prior written consent.
Copy or publish any of the Images to a network or bulletin board, or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from Photofeatures.
Sublicense, re-license, rent or lease any of the Images. Use of the Images to promote a business that sells or licenses photographic images, or otherwise competes with Photofeatures in any manner.
Images used editorially must bear a credit line as indicated by Photofeatures.
RETENTION OF DIGITAL FILES:
Digital files may be retained for sixty (60) days or until the date indicated on the invoice. Unless this period is extended in writing, you must delete the Images from all electronic and removable media and destroy any other copy of the Images, except as licensed under this Agreement. Photofeatures's copyright information and Image identification number must be retained with the digital files while you retain them.
Time is of the essence in the performance by User of its obligations for payments.
Payment of the invoice herein is to be net thirty (30) days. Any claims for adjustment or rejection of terms must be made to Photofeatures within ten (10) days after receipt of invoice.
INDEMNITY You agree to indemnify and hold Photofeatures, and the photographer, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, arising from the use of an Image or any breach of this agreement.
Photofeatures GIVES NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARK, LOGO TYPES, REGISTERED OR COPYRIGHTED DESIGNS OR WORKS OF ART DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS OR PERMISSION AS MAY BE REQUIRED FOR REPRODUCTION ARE SECURED. Photofeatures IDENTIFIED THE CAPTION FOR EACH IMAGE TO THE BEST OF ITS ABILITY, BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION. NO MODEL RELEASES OR OTHER RELEASES EXIST ON ANY IMAGES UNLESS THE EXISTENCE OF SUCH RELEASE IS SPECIFIED IN WRITING BY Photofeatures.
DIGITAL FILES ARE PROVIDED "AS IS." Photofeatures MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDED BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF IMAGE, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM OR SOFTWARE PROGRAM. Photofeatures MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE SITE WILL BE UNITERRUPTED OR ERROR FREE. THE USE OF THIS SITE IS AT YOUR OWN RISK. YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL Photofeatures OR THE OWNER OF THE IMAGES BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES AS A RESULT OF THE USE OF THIS SITE OR FROM YOUR ACCESS OR USE OF THE IMAGES ON THIS SITE. IN ANY EVENT, THE LIMIT OF LIABILITY OF THE COPYRIGHT OWNER OF THE IMAGE AND Photofeatures SHALL BE THE FEE PAID FOR THE IMAGE TO Photofeatures.
UNAUTHORIZED USE/RETROACTIVE LICENSE FEE:
Since it is difficult to determine damages resulting from unauthorized usage, in the event you utilize an Image other than for the usage indicated on our Invoice, we agree to forego our right to sue you for copyright infringement and you agree to pay, as liquidated damages, a retroactive license equal to ten (10) times the normal price we would have charged for such unauthorized use within ten (10) days of our billing such fee. If you fail to timely make such payment, this liquidated damage provision shall be void and we shall have the right to sue for copyright infringement and/or breach of contract, for which we will shall seek all damages and remedies available, including attorney's fees and all associated costs.
DELIVERY OF IMAGES OTHER THAN DIGITAL FILES
RETURN PERIOD AND HOLDING FEES FOR IMAGES:
Images other than digital files are to be returned within four (4) months after date of invoice, except in cases of outright purchase. User agrees to pay, as reasonable charges, the sum of ten ($10.00) dollars per week per image after such four (4) month period to date of return. NOTE THIS IS NOT A BAILMENT. Holding fees will accrue for one year from the stipulated return date, after which unreturned Images shall be deemed to be lost and you will be billed for lost Image fees in accordance with the Liquidated Damages provisions below. Payment of Lost or Damage fees does not entitle you to any rights whatsoever in the Images, which must be returned to Photofeatures immediately if subsequently found. You will then be liable for holding fees rather than lost fees, whichever is less.
RESPONSIBILITY FOR ORIGINAL IMAGES
If original Images are delivered to User, User is responsible for loss or damage to the Images delivered to them, from time of receipt until their return to Photofeatures. User shall be responsible for safe delivery and return of Images to Photofeatures and shall indemnify Photofeatures against any loss or damage to Images in transit or while in the possession of User. This agreement is not considered a bailment and is specifically conditioned upon the item so delivered being returned to Photofeatures in the same condition as delivered. Projection of Images is not permitted. User assumes an insurer's liability herein for the safe and undamaged return of the Images to Photofeatures. Such Images are to be returned by bonded messenger or by registered mail (return receipt requested), prepaid and fully insured.
The monetary damage for loss or damage of an original color transparency or photograph shall be determined by the value of each individual photograph. User agrees, however, that the reasonable value of such lost or damaged photograph or transparency shall be Fifteen Hundred ($1,500.00) Dollars, and the value of a duplicate transparency shall be One Hundred and Fifty ($150) dollars and the value of a black and white print shall be Thirty ($30) dollars. Photofeatures agrees to the delivery of the goods herein only upon the express covenant and understanding by User that the terms contained in this section are material to this agreement. User assumes full liability for its employees, agents, assigns, messengers and free-lance researchers for the loss, damage or misuse of the Images.
Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in New York State pursuant to the rules of the American Arbitration Association or the courts of the United Kingdom. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of New York. If User of this contract is an agent for or an employee of a non-U.S. or U.K. Company but operates in a place of business in the United States or its territories or the United Kingdom, said User expressly agrees that any dispute regarding this contract shall be adjudicated within the United States or United Kingdom in the manner described here.
Copyright claims shall be brought in the Federal Court having jurisdiction. U.S. User agrees to be subject to the jurisdiction of the Federal Court of New York.
If Photofeatures is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by User.
This agreement is not assignable or transferable on the part of User. In the event that any Images are used by User in publications, User shall provide Photofeatures with two (2) free copies of such publication immediately upon printing.
This contract contains all the terms of the agreement between us (Photofeatures and User) concerning transmission, delivery and review of Images, and no term or conditions may be added or deleted unless made in writing and signed by both of us. These terms and the terms of any subsequent invoice supersede any and all terms of the client's purchase order. Any subsequent invoice you may issue may contain additional terms relating to the rights granted and the type of usage allowed.