Licence agreement - All Canada Photos Rights Managed
ALL CANADA PHOTOS RIGHTS MANAGED LICENSING AGREEMENT
ALL CANADA PHOTOS LICENSING AGREEMENT (DIGITAL DELIVERY) NOTICE TO USER:
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ALL CANADA PHOTOS INC., or the approved distribution partner appointed by All Canada Photos, (hereafter "ALL CANADA PHOTOS"). BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you are obtaining image reproduction rights on behalf of a third party, you represent that you have the authority and right to bind the third party to the terms contained in this agreement. OWNERSHIP OF THIS WEBSITE: This website is owned and operated by ALL CANADA PHOTOS. All elements of the site, including the content and the general design are protected by copyright, trademark, trade dress and other US and international laws or treaties relating to intellectual property. PERMITTED USAGE PRIOR TO LICENSING:
Comp Use: ALL CANADA PHOTOS grants you a personal, nontransferable, nonexclusive license 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)") for sample use including comprehensive layouts (“comp use”).
Without enacting a licensing agreement, the Images may not be used in any final materials distributed internally or to the public. All other rights are reserved to ALL CANADA PHOTOS. You must contact ALL CANADA PHOTOS [http://www.allcanadaphotos.com/] or their assigned agent, to obtain a license for 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. All Canada Photos represents that it has the right to grant the license herein. Unless otherwise agreed, use of any Image is granted to the end user only and is limited to the duration terms conveyed in the 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. Sublicense, re-license, rent or lease any of the Images. 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 person’s right of privacy or publicity, or to infringe on any trade name, trademark or service mark. Archive, republish or transmit any images on any database or 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 ALL CANADA PHOTOS. Use of any Image(s) in any electronic template or application, including those that are Web-based, where the purpose is to create multiple impressions of an electronic or printed product, including, but not limited to, Web site designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter without obtaining a license for such purpose. Use of the Images to promote a business that sells or licenses photographic images, or otherwise competes with ALL CANADA PHOTOS in any manner. Ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any export laws, restrictions or regulations.
CREDIT: Images used editorially should bear a credit line as indicated by photographers name/AllCanadaPhotos.com TERMINATION: ALL CANADA PHOTOS reserves the right to automatically terminate the license contained in this agreement without notice if you or your employer or client fail to comply with any provision of this agreement. Upon termination, you and your employer must immediately stop using the Image, delete the Image and all copies from all magnetic media and destroy all other copies.
FOR RIGHT'S MANGED AGREEMENTS. RETENTION OF DIGITAL FILES: Digital files may be retained for sixty (60) * days or until the date agreed to, as shown 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. ALL CANADA PHOTOS’s copyright information and Image identification number must be retained with the digital files while you retain them.
PAYMENT TERMS: 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 ALL CANADA PHOTOS within ten (10) days after receipt of invoice.
CANCELLATION POLICY: Images from the All Canada Photos collection are guaranteed in their digital quality. Images found to be unsuitable for any technical reason may be refunded prior to their intended use. No refunds may be made after image is used in application
INDEMNITY: You agree to indemnify and hold ALL CANADA PHOTOS, and the copyright holder, 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.
GENERAL DISCLAIMERS: ALL CANADA PHOTOS 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. ALL CANADA PHOTOS 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 ALL CANADA PHOTOS.DIGITAL FILES ARE PROVIDED "AS IS." ALL CANADA PHOTOS 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. ALL CANADA PHOTOS 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 LIABILITYUNDER NO CIRCUMSTANCES WILL ALL CANADA PHOTOS 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 ALL CANADA PHOTOS SHALL BE THE FEE PAID FOR THE IMAGE TO ALL CANADA PHOTOS.
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 seek all damages and remedies available, including attorney’s fees and all associated costs.
MISCELLANEOUS JURISDICTION: 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 Victoria, BC, Canada, pursuant to the rules of the Canadian Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the forum, Provincial or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of British Columbia. If User of this contract is an agent for or an employee of a non-Canadian company. but operates in a place of business in Canada, said User expressly agrees that any dispute regarding this contract shall be adjudicated within Canada in the manner described here. Copyright claims shall be brought in the Federal Court having jurisdiction. User agrees to be subject to the jurisdiction of the Federal Court of Canada. If ALL CANADA PHOTOS 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. This contract contains all the terms of the agreement between us (ALL CANADA PHOTOS 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 may contain additional terms relating to the rights granted and the type of usage allowed.