THIS IS A LEGAL AGREEMENT (HEREINAFTER REFERRED TO AS "AGREEMENT") BETWEEN YOU (HEREINAFTER REFERRED TO AS "LICENSEE") AND CLEGGSTOCK IMAGE, LLC (HEREINAFTER REFERRED TO AS "CLEGGSTOCK IMAGE"). BY DOWNLOADING AND/OR USING ANY RIGHTS-MANAGED IMAGES YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
In this Agreement the following terms should have the following meanings:
The term "Image" or "Images" shall mean any photograph, artwork, painting, graphic work, illustration, drawing, negative, transparency, film, video and other types of visual representation, whether generated optically, electronically, digitally or by any other means, which are licensed to Licensee by Cleggstock Image under the terms of this Agreement. Any reference to the Images includes the whole or the part.
The term "Invoice" shall mean any computer-generated or pre-printed invoice provided by Cleggstock Image which includes, among other terms, the permitted scope of use of the Images selected any limitations on the use of the Images and the corresponding price for the license of such Images. Any such Invoice shall be incorporated into this Agreement and all references to the Agreement shall include any such Invoice.
The term "Licensee" shall mean any entity purchasing a license under the terms and conditions contained herein.
Grant of Rights
All licenses are subject to the timely payment of licensing fees set by Cleggstock Image. No licenses are granted until an invoice granting usage rights is issued and paid in full.
Cleggstock Image grants to the Licensee a non-exclusive, non-sublicensable and non-transferable right to use and reproduce the Images and any authorized derivatives or copies specified in an applicable Invoice, solely in the manner and for the purposes set out in such Invoice.
Unless otherwise stated in an Invoice, all Rights-Managed Image licenses are granted for a one time use, in a single publication, single size, single territory, in one single language, and for a term of one (1) year from the date the applicable Invoice is issued.
Image(s) licensed for editorial purposes may be cropped for placement purposes, provided that the editorial integrity of any Image(s) is not compromised, but shall not, under any circumstances, be rotated, altered, changed or manipulated in any other manner whatsoever, or combined with other Image(s) without Cleggstock Image’s prior written permission.
If the Licensee is obtaining rights on behalf of any client, it may permit such client to exercise the rights granted, provided that the client or subcontractor or employee agrees to use the Image(s) as limited in the applicable Invoice and agrees to be bound by the terms and conditions hereunder. Notwithstanding the aforementioned, the Licensee and any client shall remain jointly and severally liable and responsible for any use of an Image.
All Images are the property and copyright of Cleggstock Image. No ownership or copyright in any Image shall transfer to any Licensee by the grant of the license contained in this Agreement or in an Invoice. All rights not specifically herein granted to a Licensee are reserved to Cleggstock Image.
Restrictions on Use
The use of any licensed Image(s) is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in an applicable Invoice.
Notwithstanding the license grant above, Licensee may not:
- Use, or allow others to use, any licensed Image(s) beyond the terms of the applicable limited License Agreement without first being granted an additional license, including but not limited to any electronic reproduction or promotional rights;
- Sublicense, re-license, rent or lease any of the Images;
- Use any Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter;
- Create and keep any archives of the Images, republish or transmit any of the Images on any database or to a network, social networking site or bulletin board or otherwise disseminate and/or distribute or allow any of the Images to be disseminated and/or distributed to or used by anyone other than the authorized users, without obtaining the prior written consent of Cleggstock Image;
- Use any Image(s) in a defamatory, pornographic, obscene or otherwise illegal manner, whether directly or in context or juxtaposition with specific subject matter;
- Make any Image(s) available through any medium in a way that would allow or invite a third party to download, extract or access the Image(s) as a standalone file or standalone files;
- Incorporate the Image(s) or any part of them into a logo, corporate ID, trademark, service mark or application thereof without obtaining the prior written consent of Cleggstock Image;
- Use any Image(s) in a manner contrary to any restriction on use provided to the Licensee prior to or at the time of delivery of the Image(s) to the Licensee;
- Use any of the Images to promote any company specializing in selling and/or licensing photographic images, or otherwise competing with Cleggstock Image in any manner whatsoever;
- Use the Image(s) licensed for editorial purposes for any commercial, promotional, endorsement, advertising or merchandising use;
- Unless otherwise expressly licensed, modify, reconfigure or change the purpose of any Image(s) for use in any mobile-directed website or mobile application that is specifically created for viewing Image(s) on mobile devices;
- Ship, transfer or export any of the Images into any country or use any of the Image(s) in any manner prohibited by any export laws, restrictions or regulations.
If any Image is used in an editorial context, the credit line "[Photographer’s Name]/Cleggstock Image", must appear adjacent to the Image or on an obvious credits page or screen. Missing and/or incomplete credits are susceptible to additional charges for the use of the Image(s) equal to fifty percent (50%) of the original amount invoiced attributable to the Image(s) in question. The aforementioned fee shall be in addition to any other rights or remedies that Cleggstock Image may have at law or in equity.
Any use of Image(s) in a manner not expressly authorized by/or in breach of this Agreement constitutes copyright infringement, entitling Cleggstock Image to exercise all rights and remedies available under applicable copyright laws around the world. The Licensee shall be liable for any damages arising from any infringement or misappropriation of intellectual property or other proprietary or publicity rights, including any claims by a third party. In addition, and without prejudice to Cleggstock Image’s other remedies hereunder, Cleggstock Image reserves the right to charge and the Licensee agrees to pay a fee equal to ten (10) times the amount of Cleggstock Image’s standard license fee for unauthorized use of the Image(s). If you subsequently fail to make such payment Cleggstock Image shall have the right to sue you for copyright infringement and breach of contract.
Notification of Misuse/Infringement
It shall be the Licensee's responsibility to immediately notify Cleggstock Image if the Licensee becomes aware or have reasonable suspicion that any third party who has gained access to the Image(s) through the Licensee is wrongfully using any of the Image(s), in whole or in part, or is violating any of Cleggstock Image's intellectual property rights, including, but not limited to, trademarks and copyrights.
Releases and Captions
No model release and/or property release exists on any Image(s) unless the existence of such release is specified, either in the release status information accompanying such Image(s) on Cleggstock Image’s website, in an Invoice or by other means. Cleggstock Image gives no rights or warranties with respect to the use of names, people, trademarks, service marks, logo types, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Image.
The Licensee shall be solely responsible for determining whether a release is sufficient for the intended use of such Image, and the Licensee must satisfy itself that all necessary rights, releases, approvals or permissions as may be required for reproduction are secured. The Licensee acknowledges that some jurisdictions provide legal protection against identifiable images of persons, likeness or property used for commercial purposes without their express consent. If the Licensee is unsure as to whether any releases are needed for the intended use of any Image(s), then it is the Licensee´s responsibility to consult with qualified legal counsel.
Cleggstock Image identified the caption for each of the Images to the best of its ability, but cannot be held responsible for erroneous or incomplete information contained in any such caption.
Payment is due within thirty (30) days of the date the applicable Invoice is issued, or the date specified in the Invoice, whichever comes first. If Licensee does not make full payment of an Invoice on time, Cleggstock Image reserves the right to charge interest at the rate of 1,5% per month on the overdue amount until payment is received by Cleggstock Image. Licensee agrees to receive invoices from Cleggstock Image electronically via the email address associated with Licensee’s Cleggstock Image account.
Any disputes concerning any Invoice must be submitted in writing within ten (10) business days of the Invoice issue date, otherwise it shall be deemed that the Licensee has accepted the Invoice as issued.
All license fees shall be deemed exclusive of any applicable sales or other transactional taxes, which are the sole responsibility of the Licensee.
For all Image(s) that the Licensee takes delivery via download, the Licensee must retain the copyright symbol, the name of Cleggstock Image, the image identification number and further information or metadata associated with the Image(s) as part of the electronic file. The Licensee will take any and all reasonable measures to safeguard against unauthorized third-party access to the Image(s). The Licensee shall be allowed to make one (1) high-resolution backup copy of the Image(s) for security reasons only. Upon the expiration of the License or any earlier termination of this Agreement, the Licensee shall delete the Image(s) from its computer(s) or other electronic storage systems without undue delay and ensure that all clients authorized to use the Images delete the Image(s) as well.
Upon reasonable notice, the Licensee shall provide to Cleggstock Image free of charge one (1) copy of final end use containing licensed Image to demonstrate how it has been used. In the event that any Images are used by the Licensee in a print publication, the Licensee shall provide Cleggstock Image with two (2) free copies (tear sheets) of the relevant pages containing the Image(s) within thirty (30) days of publication.
Termination and Cancellation
Cleggstock Image reserves the right to terminate or revoke the license contained in this Agreement and invoice without notice if the Licensee or its client breaches the terms of this Agreement or fails to comply with any provision of this Agreement. Upon termination, the Licensee and its client must immediately stop using the Image(s), delete the Image(s) and all copies from all electronic and/or magnetic media and destroy any other reproducible copies. Cleggstock Image reserves the right to discontinue, at Cleggstock Image’s sole discretion, the use of any Image(s) for any reason and choose to replace any Image(s) with an alternative (alternatives). Upon notice of discontinuation of the use of any particular Image, the Licensee, its employer and its client, as applicable, agree not to use such Image(s) in the future.
If the Licensee submits a written request to cancel the license granted in the Invoice within seven (7) business days from the date of Invoice, and such licensed Image(s) has not been used by the Licensee, Cleggstock Image may grant a full refund of the licensee fee. If the cancellation notice is received more than seven (7) business days but less than thirty (30) days from the date of Invoice, and such licensed Image(s) has not been used by the Licensee, a cancellation fee equal to fifty percent (50%) of the invoice amount will be charged. After thirty (30) days from the date of the Invoice, no cancellations will be accepted and the full amount of the invoice shall be paid. In each case an administration fee of US$50 per Image(s) will be charged.
Nothing in this Section shall apply to service, research, administration, handling and shipping fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.
Warranty and Disclaimer
Cleggstock Image warrants that: (i) it has all the necessary rights and authority to enter into and perform this Agreement; (ii) the Image(s) will be free from defects in material and workmanship for thirty (30) days from the date of delivery. The Licensee’s sole and exclusive remedy for a breach of this warranty is the replacement of the defective Image(s).
Cleggstock Image makes no other warranties, express or implied, regarding the Images and Image metadata, included but not limited to any implied warranties of merchantability or fitness for any particular purpose.
Limitation of Liability
Under no circumstances, except for any liability which cannot by law be excluded or limited, will either Cleggstock Image or its officers, directors, employees or other representatives be liable to the Licensee or any other person or entity for any direct, indirect, special, punitive, statutory, incidental or consequential damages, or lost profits or other similar damages, costs or losses arising out of the Licensee's use of the Images, even if Cleggstock Image has been advised of the possibility of such damages, costs or losses.
In any event, the limit of liability of Cleggstock Image arising from or in connection with the Licensee's use of or inability to use any of the Images (whether in contract, tort or otherwise) shall, to the extent permitted by law, be the amount of the license fee paid by the Licensee for the Image(s).
Sensitive Use Disclaimer
The Licensee may not use any Image(s) in any manner whatsoever that might be deemed offensive to the model. Offensive uses include, but are not limited to, the use of an Image that involves or implies illegal activities, medical conditions or procedures, physical health and mental health issues, the abuse of controlled substances, welfare and/or economic aid, dating agencies, sexual orientation, teen pregnancy, abortion and adoption, political or religious opinion, belief and/or affiliations, smoking or alcohol usage, feminine hygiene, incontinence or impotence.
If any Image 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 if the depiction of the model or property is used in connection with a subject that would be unflattering, embarrassing or controversial to a reasonable person, the Licensee must accompany each such use with a conspicuous statement that indicates that the "person so pictured is a model and the Image is used for illustrative purposes only".
The Licensee shall defend, indemnify and hold Cleggstock Image and its content providers, respective officers, directors, employees, subsidiaries, affiliates and partners harmless against all claims, liabilities, damages, losses, expenses or costs including reasonable attorneys' fees and costs that may result from: (i) the Licensee´s breach of any terms, conditions or restrictions of this Agreement, (ii) the Licensee's unauthorized use of the Image(s), (iii) the Licensee´s failure to obtain any required release.
Governing Law. This Agreement shall be governed in all respects by the laws of The State of Delaware and applicable U.S. Federal law, without reference to its laws relating to conflicts of law. Any dispute arising under or otherwise concerning this Agreement shall exclusively be resolved in state or federal courts located in New Castle County, Delaware, United States of America, and each party agrees not to contest the personal jurisdiction of these courts. The UN Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the aforementioned, Cleggstock Image shall be entitled to commence and prosecute any legal or equitable or any reasonable action or proceeding before any non-US court of competent jurisdiction to seek any injunctive or other relief against the Licensee in the event that, in the reasonable opinion of Cleggstock Image, such action is necessary or desirable.
If Cleggstock Image is forced to defend a lawsuit or pursue claims or a suit as a result of any breach hereof, Cleggstock Image shall be entitled to the payment by the Licensee of Cleggstock Image’s reasonable attorney’s fees and/or legal costs incurred.
No assignment. This agreement is not assignable or transferable on the part of the Licensee.
No waiver. No action by Cleggstock Image other than an express written waiver or amendment may be interpreted as a waiver of any provision contained herein.
Severability. If any provision contained in the Agreement shall be held to be invalid, illegal or unenforceable for any reason, it will not affect the validity of the remaining provisions and each will continue to be valid and enforceable.
Entire Agreement. This Agreement and the applicable Invoice contains all of the terms and conditions of the contractual relationship between Cleggstock Image and the Licensee and represents the entire understanding between the parties. No terms and/or conditions may be added or deleted unless executed in writing and signed by authorized representatives of both parties. In the event of any conflict between the terms contained herein and the terms contained in any purchase order or other communication sent by the Licensee, the terms of this Agreement shall prevail.
If you are unsure of your rights under this License Agreement or would like to acquire additional rights, please contact us at our number +1-616-202-6662 or send us an email at info (at) cleggstockimage.com.
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