Licence agreement - Alaska Stock
Alaska Stock Images RIGHTS-MANAGED END USER LICENSE AGREEMENT
If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer and to you as a representative of your employer.
1. Grant of License and Payment
You agree not to reproduce or use the image(s) in any manner whatsoever including but not limited to layouts, "comps", color separations or your final product ( ad, magazine layout, etc.) until you first negotiate a use fee and pay our invoice for the uses you require. (Low resolution images, including Thumbnails and Previews, may be used in materials for Test or Sample use ONLY, including Comps and Layouts.)
No rights are granted until payment is made in full to LICENSOR, even though you have received an INVOICE & USE RIGHTS LICENSE. The INVOICE & USE RIGHTS LICENSE we grant is only to you and cannot be assigned or transferred without our proper written consent. Your use of an image is strictly limited to the parameters established on our INVOICE & USE RIGHTS LICENSE under "Use Rights Granted." Any use beyond those specified under "Use Rights Granted" is a violation of copyright law. Should you fail to pay our invoice, we will contact your end client to notify them they are in violation of the copyright law and proceed with legal proceedings. In the event material LICENSOR is published or used in any way without first obtaining a proper INVOICE & USE RIGHTS LICENSE for that use, LICENSOR may seek damages against you and/or the end user of the material for copyright infringement. At its option LICENSOR may issue a retroactive use license for material used without proper license in place prior to use. Unless specifically stated under "Use Rights Granted," licenses do not include any form of electronic reproduction of the image. Image may not be used in rereleases, additional press runs, a longer period of time than specified, subsequent or collective editions without first obtaining additional use rights.
2. Restrictions as to Use of Image(s)
The Image(s) is/are strictly limited to the specific use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified on our INVOICE & USE RIGHTS LICENSE. The terms specified on the INVOICE & USE RIGHTS LICENSE shall not be modified without the express written consent of LICENSOR. Any attempted deviation from the terms of our INVOICE & USE RIGHTS LICENSE is a violation of this agreement and the copyright act and shall nullify LICENSORS indemnity obligations, and the representations and warranties made by LICENSOR hereunder. Fees assessed for your use of the Image(s) depends on the nature of the rights granted. You shall not undertake any expanded use of the Image(s) without the prior approval of LICENSOR and the payment of any additional use fees required by LICENSOR for such expanded use. You shall promptly notify LICENSOR of any expanded use of the Image(s) for which you have not received LICENSOR's prior approval, and shall pay to LICENSOR any additional Use Fee required by LICENSOR for such expanded use.
Any rights we grant to you for image(s) from this web site are nontransferable. You may not resell, rent, loan, give, sublicense, or otherwise transfer to anyone the image(s) or the right to reproduce the image(s) (except insofar as it has been incorporated by you into one of the permitted uses outlined in the INVOICE & USE RIGHTS LICENSE) and nothing you produce shall grant or purport to grant to any third party a right to reproduce or duplicate the image(s). You agree to take all commercially reasonable steps to prevent third parties from reproducing, duplicating, or distributing the image(s).
Licensee may not incorporate the licensed Image in any logo, trademark or service mark.
Licensee may not 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 on LICENSOR.
Licensee may not use the Image(s) contrary to any restriction on use provided to Licensee prior to or at the time the Image is delivered to Licensee. Restrictions may be provided with the Image information located on LICENSOR'S or any authorized distributor's website or otherwise communicated.
The Licensed Visual Content can be licensed to be uploaded into Social Media Platforms such as Facebook, MySpace, Linkedin or Google Plus if the following conditions are met:
A. The Licensed Visual Content shall be incorporated into a composition or End-Product and cannot be used in a way to allow or invite a third party to download, extract or access the Visual Content as a stand-alone file, or the End-Product clearly refers to the End-User and the proper copyright notice is affixed;
B. The image file size shall not exceed a width of 1,200 pixels;
C. The use of Visual Content depicting people to be used as profile pictures or avatars (graphic representations of a person in the virtual world) shall require additional authorizations prior to licensing.
Licensee may not use any of the Images in any manner prohibited by any export laws, restrictions or regulations. Licensee may not use any Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.
3. Overdue Invoices
Your use of the image(s) is predicated on the payment in full for the use of the image(s). Should you use an image(s) and not make full payment, you are in violation of copyright law and subject to penalties. In such a case, LICENSOR reserves the right, in its sole discretion, to revoke the license if payment is not made in full, and may use all legal means to collect damages. Unless you pay immediately by credit card, all invoices are payable net thirty (30) days or previous to your use of the image, whichever comes first. A finance charge of 2% per month will be applied on any balances unpaid after thirty (30) days.
4. License Cancellation Fee
If LICENSOR receives your request in writing to cancel the License within thirty (30) days of the date of downloading or otherwise taking delivery of the Image(s), LICENSOR may cancel this License Agreement and issue a credit to your account or credit card equal to one hundred percent (100%) of the License fee. No refunds or cancellations will be accepted after thirty (30) days with the subsequent exception as mentioned in Section 7, "Warranty and Limitation of Liability", Paragraph 2.
5. Additional Rights
If you are unsure of your usage rights under this agreement, or if you wish to use an image(s) in a manner not specified or permitted under this agreement, please contact LICENSOR by telephone at 800-487-4285.
6. Copyright & unauthorized use/retroactive license fee
All images on this web site are copyrighted and subject to the copyright law. LICENSOR and its represented photographers, who shot the image(s), own all rights to the image(s). All rights not specifically granted to you by the INVOICE & USE RIGHTS LICENSE are reserved. Any use beyond those specified under "Use Rights Granted" is a violation of copyright law.
You agree to provide applicable copyright notice and/or protection of image(s) in your final product. You do not acquire any right, title or interest in or to any image(s) by the download of an image(s) or by the granting of the license to reproduce an image(s). No copyright material shall be removed from any digital file.
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.
7. Photo Credit & Samples
The following credit line must appear adjacent to any licensed image(s) utilized in an editorial manner: (Photographer's name)/ All Canada Photos/AlaskaStock We will provide you the name of the photographer upon licensing the image. Unless otherwise agreed in writing, if any Licensed image(s) you reproduce for editorial purposes (i.e., for any non-promotional purpose) omits the credit line specified above, or any other credit line specified by LICENSOR, the use fee will be doubled. No photo credit is needed when used for advertising purposes. You agree to provide LICENSOR with two copies of reproductions produced. It is agreed that LICENSOR may use and publish the samples provided for its own self-promotion in print or electronic form.
You agree to indemnify and to hold LICENSOR, its officers, directors, employees, photographers and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney's fees and expenses) arising from any use or reproduction of the image(s) and/or use of the www.AlaskaStock.com web site.
9. Condition of Licensed Image(s)
You are responsible for examining all licensed image(s) for possible defects prior to reproduction. LICENSOR shall not be liable for any loss or damage suffered by you or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed image(s) or its caption or in any way from its reproduction.
Images marked on the preview page: "This image is released" have a valid model and/or property release. However, no model releases or other releases exist on any Images unless the existence of such release is specified in writing by LICENSOR to avoid mistakes, always double check with us to be sure an image marked "released" is indeed released and ask us to obtain a free copy of that release. You shall indemnify LICENSOR against all claims arising out of the use of any Images where the existence of such release has not been specified in writing by LICENSOR In any event, the limit of liability of LICENSOR shall be the sum paid to it per the invoice for the use of the particular photograph involved. LICENSOR does not purport to own the copyright to any historical images it provides and that the user is responsible for obtaining any necessary permissions.
Model releases are available on Image(s) containing models upon request. Names are removed to protect the privacy of the model. Other than model releases for recognizable persons, LICENSOR grants no rights and makes no warranties with regard to the use of names, unrecognizable people, 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.
11. Sensitive Use Disclaimer
No images from this web site may be used in connection with any potentially sensitive issue including, but not limited to sex, sexual preference, pornography, diseases of any kind, drug or alcohol abuse, domestic violence, mental or physical abuse, substance abuse, alcohol, tobacco products, pregnancy, birth control, physical or mental challenges, homelessness, political campaigns, plastic or cosmetic surgery or possible defamation or disparagement of character or product, without obtaining prior written consent from LICENSOR.
You may not use the Images in any manner that would 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, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence, pornography, diseases of any kind, mental or physical abuse, alcohol or tobacco products, pregnancy, birth control, physical or mental challenges, homelessness, plastic or cosmetic surgery or possible defamation or disparagement of character or product.
If any Image featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, 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.
You agree that you will not use the images for any unlawful purpose, or to defame any person, or to violate any person's right of privacy or publicity, or to infringe upon any trade name, trademark or service mark or any entity.
12. Electronic Delivery and Storage
For all licensed image(s) that you take digital delivery of, you must provide the copyright symbol, our company name LICENSOR and the Image Identification Number as part of the electronic file. In addition, you may only use a single copy of the image(s) on a single computer. You may only download the image(s) onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the image(s) for any purpose except as otherwise provided in this agreement and the INVOICE & USE RIGHTS LICENSE .Notwithstanding the foregoing, you shall be allowed to make one (1) backup copy for security reasons only. You may not use the image(s) on any image storage jukebox, network configuration or similar computer network arrangement. You must take all reasonable measures to safeguard against unauthorized third party access to the Image(s).
Upon the expiration of the License or earlier termination of this agreement, any and all digital files which we supplied or you have created and stored in ANY format including but not limited to hard disk, tape, optical disk, CDROM, floppy disk or any other media MUST BE DESTROYED from your computer or other electronic storage system unless you plan to relicense use of the image, in which case you must notify us immediately for a fee reassessment.
Should LICENSOR deliver to you digital files of our images, the delivery of those digital files is solely an accommodation to our clients. LICENSOR does not warrant that the digital delivery will be on a timely basis, uninterrupted, error free or compatible with a client's particular system. LICENSOR makes no warranty, either express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose. In no event shall LICENSOR be liable for any direct, indirect, incidental, special or consequential damages arising out of or relating to the digital delivery of any image or otherwise.
13. Miscellaneous Terms
No part of the content of LICENSOR's catalogs or other advertising materials shall form a part of this agreement. No action of LICENSOR, other than an express written waiver, may be construed as a waiver of any term of this agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by a party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion. Should any clause of this agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by you, the terms of this agreement shall govern.
The interpretation of this agreement shall be governed and interpreted in accordance with the laws of the British Columbia, Canada shall have exclusive jurisdiction over any dispute arising out of this Agreement.
No action of LICENSOR, other than express written, signed waiver may be construed as a waiver of any part of this EULA, and no employee of LICENSOR is authorized to make an oral waiver. NOTE: Regarding client supplied terms: Licensor Image's written invoice/license terms and conditions prevail in all respects. No part of Licensee's written provisions to the contrary, forms any part of this agreement for use of Alaska Stock images. The entire agreement between the parties is stated in LICENSOR'S written invoice/license and accompanying EULA. No oral statements of either party form any part of the license agreement."
14. Warranty and Limitation of Liability
LICENSOR warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the digital or analog copy of the Licensed image(s) in the form downloaded by you or delivered by LICENSOR by any means to you will be free from defects in material and workmanship (not including "artifacts" or other flaws inherent in prints of the particular vintage) for thirty (30) days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analog copy of the Licensed Material or refund of the License fee paid by you, at LICENSOR's option.
The representations and warranties of LICENSOR made herein will have no force or effect if the licensed image(s) are used by you in any manner not specifically authorized in this agreement or you are otherwise in breach of this agreement.
Without limiting the foregoing, LICENSOR 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 picture, and the user must satisfy itself that all necessary rights, consents or permission as may be required for reproduction are secured.
LICENSOR has identified the caption for each image to the best of its ability, but cannot be held responsible for erroneous or incomplete caption information. LICENSOR makes no representation or warranties as to the accuracy of the content, or that the use of the site will be uninterrupted or error free. The use of the firslight.com web site is at your own risk.
All rights not specifically granted herein to you are reserved for LICENSOR's use and disposition without any limitations whatsoever.
General Disclaimers and Limitation of Liability
LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, 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 LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. LICENSOR 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 IMAGE(S).
THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE IMAGE(S) IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
15. Entire Agreement This agreement incorporates the entire understanding of the parties concerning the subject matter contained herein. No variation of any of the terms in this agreement shall be effective unless agreed to in writing by an authorized representative of LICENSOR and you the Licensee.