This licence agreement ("Agreement") is between you, the party licensing imagery through this Agreement ("Licensee"), and imageshop b.v. ("Company"). The Licensee accepts to be bound to the terms of this Agreement when using the "Images" as defined below.
1. Licence Terms
Ownership of the "Images" 1.1.1
The photographs, illustrations, software and any and all other media and content in any form delivered to Licensee by Company, whether via CD-ROM, by download from Company's website or otherwise (collectively, the "Images") are licensed, not sold, to Licensee by Company for use in accordance with the terms of this Agreement.
1.1.2
The "Images" and Company's website are the rightful ownership of the Company and or on behalf of its contributors keep the ownership of the Images. The Licensee may own the media on which the Images are recorded.
1.1.3
Any reference in this Agreement to the Images shall be to each individual item within the Images and also to the Images taken as a whole.
Permitted Uses
Subject to the terms of this Agreement: 1.2.1
The Licensee has the non-exclusive, non-transferable, non-sub licensable right to copy, reproduce, transmit and display the Images an unlimited number of times in any and all media as set out below:
Comps, layouts for presentations and draft designs.
Advertising and promotional materials;
Online or Electronic Distribution Systems, including Website, online and multimedia design to a maximum resolution of 72dpi;
Broadcast and Theatrical Exhibitions;
Brochures, Publications and Products;
Calendars, greeting cards and posters;
Packaging for software, music albums, CDs, cassettes and videotapes and;
Any other uses approved in writing by Company.
1.2.2
Licensee has the right to have the Images reproduced by subcontractors of Licensee, provided that such subcontractors agree to abide by the restrictions of this Agreement.
1.2.3
Licensee may alter, crop, manipulate and create derivative works of the Images.
1.2.4
Licensee's rights to the Images are worldwide and indefinite.
1.2.5.
Licensee may use the Images only on computers which are under the control of the Licensee and the Licensee may transfer the Images from one computer to another as long as the Images are not used by more than ten (10) employees of the Licensee. Such uses may be digital libraries and network configurations. In case more employees of the Licensee want to use or view the Images, Licensee must purchase a separate seat licence before such usage starts. Please contact imageshop b.v. to negotiate an additional seat licence: seatlicence@imageshop.com.
1.2.6
Company reserves all rights not expressly granted to Licensee herein.
Prohibited Uses
1.3.1
Licensee may not sublicense, sell, assign, convey or transfer any of its rights under this Agreement but Licensee may sell or licence derivative works incorporating the Images in accordance with the Permitted Uses. Licensee may not sell, licence or distribute its work in such a way that Licensees customer can extract or access the Images as a stand-alone file.
1.3.2
Images shall not be incorporated into a logo, trademark or service mark.
1.3.3
Licensee may not post the Images online in a downloadable format in any format with a resolution higher than 72dpi. Licensee may not post the images on any electronic bulletin board..
1.3.4
Licensee must ensure that the Images are not used in a pornographic, defamatory, libellous, obscene or otherwise illegal manner, whether directly or indirectly with other materials.
1.3.5
Licensee must retain the copyright symbol, the name of Imageshop and the Images's identification number as part of the electronic file and as otherwise contained on the original Images.
1.3.6
Licensee must not use the Images without paying a fee, unless it is used purely for comps or layouts. Any other use requires a licence from imageshop.
1.3.7
The Content may not be copied in its entirety. Licensee may not rent, transfer or grant any rights to The Content contained hereon, or any compilation, derivative or collective work containing The Content to any other person or organisation without prior written consent of imageshop.
2. Warranties of Licensee
Licensee agrees to indemnify and hold Imageshop harmless against all claims arising out of any breach of this Agreement.
The Licensee warrants and undertakes, confirms and agrees with Company
That all rights of a proprietary and copyright nature and title in and to the Images are expressly acknowledged as the property of Company and subject only to the non-exclusive, non-transferable license contained in this Agreement, which does not confer any copyright or proprietary rights of any nature whatsoever on the Licensee aside from the uses specified and permitted in this Agreement.
The Licensee shall ensure that all copies of the Images published and distributed by the Licensee shall contain full and accurate copyright notices, credit attributions and acknowledgements that the copyright is retained in the works by Company, and that reproduction is permitted only under the limited license from Company.
The Licensee shall retain total control and possession at all times of Images and ensure that these are kept in safe and secure storage facilities and shall not allow the Images to fall into the hands of third parties who are not licensed by this Agreement.
The Licensee shall indemnify and keep fully indemnified Company from and against all actions, proceedings, claims, demands, costs (including any legal costs or expenses properly incurred and any compensation costs and disbursements paid by Company on the advice of their legal advisors to compromise or settle any claim), awards and damages arising directly or indirectly as a result of any breach or non-performance by the Licensee of any of the Licensee's undertakings, warranties or obligations under this Agreement.
The Licensee warrants and undertakes not to assign or license the use of the Images or any portion thereof for any purpose other than those purposes specifically agreed between Company and the Licensee under this Agreement. In particular, the Licensee may not loan, rent, hire or otherwise transfer or purport to transfer the right to use the Images in any way to any other person or entity.
3. Warranties of Company
Company 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 Images or a refund of the purchase price at the option of imageshop. This warranty does not apply to copies or derivative works made by Licensee.
COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL NOT BE LIABLE TO LICENCEE 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 LICENCEE'S USE OF THE IMAGES, THIS AGREEMENT, ANY INVOICE REGARDING THE IMAGES OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
Neither Company, or any of its directors, shareholders, trustees, agents, employees, representatives or associates shall be liable for any damages or losses, whether direct, indirect, consequential or incidental, arising out of the use of, or inability to use, the products and/or the images. Licences statutory rights (if any) are unaffected. The liability of imageshop, its agents and employees in respect of any other cause of action (whether arising in tort, contract or otherwise and notwithstanding any negligence or other fault) shall in no event exceed the sales value of The Content. Some jurisdictions do not permit the restriction of liability in respect of death, personal injury, deceit nor the exclusion of certain implied conditions and/or warranties and, accordingly, the liability of imageshop shall not be restricted to the extent that this is not legally permitted.
To the best of the knowledge of Company, the Images are not defamatory, obscene or immoral, and do not infringe any rights or copyrights or other intellectual property or propriety rights of third parties, but no right of action shall accrue against Company in the event of the Images being deemed or found to be defamatory, obscene or immoral or an infringement of third party rights.
Company warrants that all permissions and consents required in relation to the exploitation of persons and individuals featured in the Images have been obtained but that this permission expressly and exclusively relates only to activities and uses permitted by terms of this Agreement as outlined above.
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 Licensed Material, 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.
Furthermore, no claim or action of any sort can arise against Company. In this Agreement for the use of the Images and no liability can attach to Company for any acts, omissions or failures of the part of the Licensee to comply with the terms of this Agreement.
4. Termination and Revocation
The licence 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 Images, (ii) destroy or, upon the request of Company, return the Images to Company (in the case of analogue materials), 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 licence to use the Images for good cause and elect to replace such Images with alternative Images. Upon notice of any revocation of a licence for any particular Images, Licensee shall immediately cease using such Images and shall ensure that its clients and customers do likewise.
5. Severability
If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions will continue in effect as if this Agreement had been executed with the invalid portion eliminated.
6. Law and Jurisdiction
This Agreement will be governed in all respects by the laws of The Netherlands ,without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in Amsterdam, Netherlands or Düsseldorf, Germany.
Notwithstanding the foregoing, Company shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Company, such action is necessary or desirable.
7. Waiver
No action of Company, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
8. Credit Line
Company kindly requests a credit line that reads "imageshop".
9. Entire Contract
This contract contains all the terms of the licence agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorised representative of both parties.
10. General provisions
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
