THIS
LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”)
BETWEEN YOU THE USER ("LICENSEE") AND amanaimages
(“COMPANY”). THIS LICENSE AGREEMENT APPLIES TO LICENSES ISSUED
VIA THE WEB AND VIA PHYSICAL DELIVERY ON A CD-ROM PRODUCT OR OTHER
DIGITAL STORAGE MEDIA (THE “AGREEMENT”). IF THE LICENSEE DOES NOT
AGREE AND HAS NOT EXERCISED THE RIGHTS GRANTED UNDER THIS AGREEMENT,
THE LICENSEE MAY PROMPTLY RETURN THE UN-OPENED AND UN-USED CD-ROM AND
ALL ACCOMPANYING MATERIALS IN THE ORIGINAL PACKAGING FOR A REFUND OF
THE PURCHASE PRICE. IMAGES LICENSED VIA THE WEB MAY NOT BE RETURNED
OR REFUNDED. THE TERM LICENSEE INCLUDES THE CLIENT IF THE AGENT IS
ACTING ON BEHALF OF THE CLIENT AND PROVIDED BOTH AGENT AND CLIENT ARE
JOINTLY AND SEVERALLY LIABLE TO COMPANY UNDER THE AGREEMENT.
1. License.
Subject
to the terms of this License Agreement, amana images inc. (“COMPANY”)
grants Licensee a perpetual, worldwide, non-transferable,
non-exclusive right to reproduce, transmit and display, in whole or
in part, COMPANY’S Royalty Free Image(s) (whether available as part
of a CD-ROM collection of images or downloaded as a single–image)
an unlimited number of times, in any and all media for the Permitted
Uses described below. All other rights to the Image(s), CD-ROM,
software and accompanying materials (if applicable), including
without limitation, copyright and all other rights, are retained by
COMPANY. All rights not specifically granted are retained by COMPANY.
2. Permitted
Uses.
• Any print media, including
advertising and promotional materials, editorial publications and
consumer merchandise;
• Any Internet, intranet, Online or
web-based media provided the resolution of the images does not exceed
72dpi;
• Broadcast
and Theatrical exhibitions; and
• Additional
uses approved in writing by COMPANY.
Licensee
may alter, crop, modify or adapt the Images in connection with the
above permitted uses. Licensee may make a back-up copy of the
Image(s) for internal back-up purposes provided COMPANY’S copyright
and any image identifying information embedded with the digital file
is retained with the file. Limited, temporary transfers of the Images
are permitted to third parties integral to the creation of the final
product, provided such third parties agree to abide by the terms of
this Agreement.
If
the Licensed Material is Reproduced in an editorial manner, Licensee
must include the following credit adjacent to the Licensed Material:
"[Photographer's name]/amanaimages"
or as otherwise notified by COMPANY.
3. Number
of Users / Seat License.
If
Licensee is an intermediary (e.g. an advertising or design agency)
the Images must only be used by one client of Licensee’s, who must
agree to be bound by the terms of this Agreement. For the Images to
be used by another client Licensee will first have to purchase
Extended License Rights from COMPANY.
Licensee
or Licensee’s client may store the Images on a server, image
library or network configuration to be viewed by Licensee’s client
provided that no more than 10 persons can access the Images. Before
permitting access to more than 10 persons, Licensee must upgrade the
seat license from COMPANY.
4. Restrictions
on Use.
Except
as provided herein, Licensee may not
• Sublicense, sell, assign, convey
or transfer any of its rights under this Agreement, but Licensee may
sell or license derivative works incorporating the Images. However,
Licensee may not include the Images in an electronic template
intended to be used by third parties on electronic or printed
products, where the purpose is to create multiple impressions,
including but not limited to: website designs, presentation
templates, electronic greeting cards, business cards, or any other
electronic or printed matter without obtaining a license for such
purpose;
• Sell, license or distribute its
final product in such a way that permits Licensee's end users to
extract or access the Images as a stand-alone file.
• Incorporate
the Images into a logo, trademark or service mark.
• Distribute, post or upload the
Image(s) online in a downloadable format or enable it to be
distributed via mobile telephone devices.
• Use
any Image in a pornographic, defamatory, libelous or otherwise
illegal manner, whether directly or in context or juxtaposition with
other materials.
• With respect to the software on
the CD-ROM or other storage media, decompile, reverse engineer,
disassemble or otherwise reduce the software to a human readable
form.
• use the Image(s) in commercial
products where the Image(s) make up a significant part of the re-sale
value of the product (i.e., postcards, posters, calendars, etc.). For
such usages of an Image Licensee must acquire an extended onetime
Commercial Image License from COMPANY.
• use any of the Images to promote a
business that sells or licenses photographic images, or otherwise
competes with COMPANY in any manner.
• represent, expressly or
implicitly, that Licensee is the original creator of a work that
derives a substantial part of its artistic components from the
Images.
• should Licensee, through the use
of the Image, create a derivative work Licensee agrees that Licensee
does not acquire any copyright through the use of the Image in that
work and Licensee’s use of the derivative work remains at all times
subject to the terms of this License. Licensee agrees, at COMPANY’s
request, to assign any copyright therein to COMPANY at Licensee’s
expense.
• Crop individual people from groups
larger than 4 persons in an Image and use them as individuals in
Licensee’s design.
• Use
any of the Images in any manner prohibited by any export laws,
restrictions or regulations.
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 is
used in connection with a subject that would be unflattering,
embarrassing or unduly controversial to a reasonable person, Licensee
must accompany each such use with a conspicuous
statement that indicates that the person is a model and the Image is
being used for illustrative purposes only. These requirements are
without prejudice to the obligations of the COMPANY regarding use of
the Images contained elsewhere throughout this Agreement.
Model
releases are available on Image(s) containing models upon request.
Names may be removed to protect the privacy of the model, Other than
model releases for recognizable persons, COMPANY grants no rights and
makes no warranties with regard to the use of names, trademarks,
trade dress, registered, unregistered or copyrighted designs or works
of art or architecture depicted in any Image, and Licensee must
satisfy itself that all the necessary rights or consents regarding
any of the above, as may be required for reproduction, have been
obtained.
5. Indemnity.
Licensee
agrees to defend, indemnify and hold COMPANY and its parent,
subsidiaries and affiliates and their respective officers, directors
and employees harmless from all damages, liabilities and expenses
(including reasonable attorneys' fees and costs), arising out of or
as a result of claims by third parties relating to Licensee's use of
any Image(s) outside the scope of this Agreement or any other breach
by Licensee of this Agreement.
COMPANY
represents that it has the right to grant the license herein and
warrants the Images to be free from defects in material and
workmanship for 30 days from delivery. The sole and exclusive remedy
for a breach of the foregoing warranty is the replacement of the
CD-ROM, replacement of the single-image digital file or refund of
the purchase price, at COMPANY’S option.
COMPANY
MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL NOT BE LIABLE TO
LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE,
SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR
LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF
LICENSEE'S USE OF THE IMAGES, OR OTHERWISE, EVEN IF COMPANY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH
LICENSEE'S USE OF OR INABILITY TO USE THE IMAGES (WHETHER IN
CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW,
BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE
USE OF THE IMAGE(S).
Licensee
may have additional rights under local laws.
6. Payment
Terms.
No
licenses are granted until full payment of COMPANY’S invoice is
received. Unless credit terms have specifically been agreed directly
between COMPANY and the Licensee, Payment of COMPANY'S invoices must
be received on the sooner of thirty (30) days of its date net,
without any discounts, or prior to the publication of any Image. The
licensee agrees to pay COMPANY a service charge of ten (10) % percent
per month on any unpaid balance after this time period for the use of
the Image.
Any
disputes concerning the invoice must be submitted in writing, within
ten (10) business days of the invoice date, or the licensee shall be
deemed to have accepted the invoice as issued.
7. Cancellation
Policy for Royalty-Free Images.
For
single Images licensed or CD(s) purchased (opened or unopened),
Licensee may receive a full refund provided Licensee submits a
completed and signed refund affidavit, and return any CD’s, within
fourteen (14) days of invoice date. After fourteen (14) days, no
cancellations will be accepted, no refunds made and Licensee will be
responsible for and must pay the full amount of the invoice.
8. Copyright
Infringement and Liquidated Damages.
In
the event that Licensee utilizes any Image without or prior to the
granting of a license, COMPANY reserves the right to seek damages
through legal channels unless Licensee agrees to reimburse COMPANY,
as liquidated damages, a sum equal to ten (10) times the market value
price charged for such use of a Royalty-Free image.
If
the licensee fails to make the payment as outlined above, within ten
(10) days of COMPANY’S invoicing such fee, this liquidated damage
provision shall be void and COMPANY reserves the right to sue for
copyright infringement, including attorneys' fees and all associated
costs.
The
license contained in this Agreement will terminate automatically
without notice from COMPANY if Licensee fails to comply with any
provision of this Agreement. Upon termination, Licensee must
immediately (i) stop using the Image(s), (ii) destroy or, upon the
request of COMPANY, return the Images to COMPANY, and (iii) delete or
remove the Images from Licensee's premises, computer systems and
storage (electronic or physical).
COMPANY
reserves the right to revoke the license to use any Image(s) for good
cause and elect to replace such Image with an alternative Image. Upon
notice of any revocation of a license for any Image(s), Licensee
shall immediately cease using such Image (s), shall take all
reasonable steps to discontinue use of the replaced Image(s) in
Images that already exist and shall inform all end-users and clients
of same.
If
one or more of the provisions contained in the Agreement is found to
be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not be
affected. Such provisions shall be reformed only to the extent to
make it enforceable.
This
Agreement will be governed in all respects by the laws of Japan,
without reference to its laws relating to conflicts of law. Licensee
agrees that the District Court
of Tokyo, Japan is
the agreed and appropriate forum for any such suit, and consent to
service of process by registered mail or overnight courier with proof
of delivery. The United Nations Convention on Contracts for the
International Sale of Goods does not govern this Agreement. If
COMPANY is obligated to go to court to enforce any of its rights, the
Licensee agrees to reimburse COMPANY for its legal fees and
disbursements if COMPANY is successful.
9. Waiver.
No
action of COMPANY, other than express written waiver, may be
construed as a waiver of any provision of this Agreement.
This
contract contains all the terms of the license agreement and no terms
or conditions may be added or deleted unless made in writing and
signed by an authorized representative of both parties. In the event
of any inconsistency between the terms contained herein and the terms
contained on any purchase order or other writing sent by Licensee,
the terms of this Agreement shall govern.
10. Contact
Information
amanaimages
contact details :
amanaimages
2-2-43
Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan
140-0002
