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| | Eighty One A License Agreement You are deemed to have accepted the following license terms and conditions upon requesting to download the Digital Content.
1. Defined terms
In these terms and conditions:
a) PL means Photolibrary Group Inc. (EIN : 753051111) of 23 West 18th Street, 3rd floor 23 West 18th Street New York NY 10011.
b) You means a party who uses the Website or downloads any Digital Content. If You use the Website or download any Digital Content on behalf of Your employer this definition will include Your employer. You will ensure that any person supplied any Digital Content at Your request will comply with these terms, and will be personally liable to PL if such person fails to do so, as if such failure were a failure by You.
c) Content means all of the content featured or displayed on the Website, including, but not limited to, Digital Images, Software and all other text, graphics, photographs, images, moving images, sound, illustrations and software.
d) Digital Image(s) means both Low Resolution Digital Imagery and High Resolution Digital Imagery available for download on the Website.
e) High Resolution Digital Imagery means high-resolution images and/or film clips available for downloading on the Website.
f) Invoice means an invoice sent to You in accordance with these Terms and Conditions.
g) Low Resolution Digital Imagery means low resolution comping images and film clips available for downloading from the Website.
h) Software means any software program or code provided by PL in order to support the use of Digital Images which are obtained by You from the Website.
i) Reproduction means any form of colour or black and white copying, publication, distribution or other communication to the public of the whole or part of any Digital Content whether by printing, photography, slide projection (whether or not to an audience), xerography, artist's illustration, layout or presentation, or by electronic, internet, multimedia, digital or mechanical means or by any other means. Reproduction further includes the use the whole or part of any Digital Content in the creation of another picture, which may be partly or completely different from the original Digital Content whether such difference is caused wholly or partly by computer, electronic, digital, mechanical or any other means. "Reproduce" has a corresponding meaning.
j) Website means the whole or any part of the web site pages located at www.photolibrary.com (including the layout of the Website, graphic design elements of the web site pages, underlying code elements and any text, graphics, sounds, animated elements or other content of the Website).
2. Grant of License -Rights Managed Images
a) In consideration of payment by You of the fees itemised on the Invoice, PL grants You a license to use the Digital Content and Software subject to the conditions agreed to by You and listed on the Invoice and the terms and conditions contained herein.
b) Except as expressly set out in these terms and conditions, You acquire no rights, including without limitation copyright and other intellectual property rights, in the Digital Content and Software, other than a license granted in accordance with these terms.
c) Low-Resolution Digital Content may be used ONLY for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS. The Low-Resolution Digital Content may not be used in any final materials distributed internally or outside of Your company or to the public, including, but not limited to, advertising and marketing materials or any online, or broadcast or other electronic distribution system (except that You may transmit comps digitally or electronically to Your clients for their review), and may not be distributed, sublicensed or made available for use or distribution separately or individually, and as licensee, You are not entitled to grant to anyone else any rights in relation to the Low-Resolution Digital Content.
d) High-Resolution Digital Content may not be sub-licensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, High-Resolution Digital Content may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by Website users. Similarly, third parties may be provided with copies of High-Resolution Digital Content (including digital files) as an integral part of work product, but may not be provided with High-Resolution Digital Content or permitted to use High-Resolution Digital Content separately. If such use is required, it is necessary for the third party to enter into a separate license agreement with PL.
e) The Content may not be used in a manner which is pornographic, defamatory, unlawful or absent the consent of the model featured in the Content.
f) If a Content item featuring a person is used in a manner that implies endorsement, use of, or a connection to a product or service by that model, or a potentially unflattering or controversial subject, You must publish a statement which indicates that the person is a model and is used for illustrative purposes only.
g) Software may be used only in conjunction with Content. One copy of the Content and Software may be made for backup purposes only, but may be used only if the original Digital Image or Software becomes defective, or is destroyed or otherwise irretrievably lost. Except as specifically provided in this agreement, no Content item or Software may be shared or copied.
h) The license hereby granted may be subject to the condition that the copyright notice "© photolibrary. All rights reserved." appears adjacent to any Content sourced from the Website, or such a copyright notice is clearly visible on a credits page or screen if specified within the Invoice for the Content.
i) The Content items are not licensed for use in a downloadable or FTP format.Use of the Content and Software must be in compliance with all applicable laws, including, but not limited to, laws and regulations relating to copyright. Where PL's or its licensor's rights with respect to any Content item and Software are adversely affected by any third party, PL reserves the right to terminate any license granted with respect to such Content and Software. In the event of such termination, Your sole remedy will be the replacement of such license with a license for alternative Content item(s) and Software as determined by PL.
3. Grant Of License - Royalty Free
a) PL grants to you (or your employer if you are licensing on behalf of your employer), a nonexclusive, non-sub-licensable right to use any Software, any Digital Content and any derivatives or copies thereof on your personal computer.
b) The Digital Content and Software may not be shared by creating a library, Digital Content storage lightbox, network configuration or similar arrangement.
c) Low-Resolution Digital Content may be used ONLY for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS. The Low-Resolution Digital Content may not be used in any final materials distributed internally or outside of your company or to the public, including, but not limited to, advertising and marketing materials or any online, or broadcast or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review), and may not be distributed, sublicensed or made available for use or distribution separately or individually, and as licensee, you are not entitled to grant to anyone else any rights in relation to the Low-Resolution Digital Content.
d) High-Resolution Digital Content may be used on a worldwide and perpetual basis as a part of:
a. ADVERTISING and PROMOTIONAL MATERIALS (including packaging);
b. ONLINE or other ELECTRONIC DISTRIBUTION SYSTEMS (including web page design) and in BROADCASTS or THEATRICAL EXHIBITIONS;
c. ANY PRODUCTS (including for-sale products) or PUBLICATIONS (electronic or print); and
d. Materials for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS.
e. Examples of permitted uses include:
i. Website, online and multimedia designs;
ii. Advertising and promotion campaigns, presentations and brochures;
iii. Book jackets and interior pages;
iv. Packaging for software, music albums, CDs and cassettes, and videotapes;
v. Calendars, greeting cards and posters;
vi. Trade show displays, billboards and exhibits; and
vii. Products for resale in any quantity.
e) High-Resolution Digital Content may not be sub-licensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, High-Resolution Digital Content may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users. Similarly, clients may be provided with copies of High-Resolution Digital Content (including digital files) as an integral part of work product, but may not be provided with High-Resolution Digital Content or permitted to use High-Resolution Digital Content separately. If such use is required, it is necessary for the third party to enter into a separate licence agreement with PL.
f) Pornographic use, use which would be defamatory or absent the consent of the model or use which is otherwise unlawful is prohibited.
g) If Digital Content featuring a person is used in a manner that implies endorsement, use of, or a connection to a product or service by that model, or a potentially unflattering or controversial subject, you must publish a statement which indicates that the person is a model and is used for illustrative purposes only.
h) Software may be used only in conjunction with the Digital Content. One copy of the Digital Content and Software may be made for backup purposes only, but may be used only if the original Digital Content or Software becomes defective, or is destroyed or otherwise irretrievably lost. Except as specifically provided in this agreement, no Digital Content or Software may be shared or copied.
i) Imagery is not licensed for use in a downloadable or FTP format.
j) This license is granted by Photolibrary
k) As Authorized, PL grants this License on behalf of its Contributors who may subject Imagery to additional licensing requirements.
l) Use of the Digital Content and Software must be in compliance with all applicable law, including, but not limited to, laws and regulations relating to currency and the law of moral rights. Photolibrary Pty Ltd reserves the right to discontinue the use of any Digital Content for any reason and to elect to replace the Digital Content with alternate Digital Content. Upon notice of any discontinuance of a license for any particular Digital Content, you, and your employer and your client if applicable, agree not to use such Digital Content in the future.
m) Additional Rights Available: If you are unsure of your usage rights under this agreement, contact us by email at ussales@photolibrary.com.
4. Fees and charges
a) Credit Card
You can elect at the time of purchase to pay for the Digital Image(s) through direct credit card debit. PL will automatically debit Your chosen credit card and following download of the Digital Image(s), PL will send You an Invoice confirming the transaction details and Reproduction rights granted with respect to each Digital Image licensed.
b) PL Account Holders
a. Should You be an approved PL account holder at the time of purchase, You can elect to pay for the Digital Image(s) via Your PL account by entering Your purchase code on the Order Page of the Website. Following download of the Digital Image(s) PL will forward an Invoice to You confirming all fees payable and Reproduction rights granted with respect to each Digital Image licensed.
b. The total amount shown on the Invoice is due and payable by You to PL within thirty (30) days of the date of Invoice. PL will be entitled to charge interest on amounts not so paid at the rate of two (2) percent per annum above the Barclays Bank prime rate from the due date until the total Invoice sum has been paid and, at PL's discretion, invoice any end-user directly for any Reproduction fees payable with respect to Digital Images supplied by or on Your behalf. Your company directors, partners or proprietors agree to accept joint and several liabilities with respect to all debts incurred by You. Your right to use any image licensed is subject to the payment of the amount outstanding on the invoice.
c) Death, Bankruptcy, Winding Up….
On Your death or bankruptcy, or in the event of a resolution, petition or order for winding up being made against You, or if a receiver is appointed, or if You are unable to trade because of Your inability to pay Your creditors, PL may at any time thereafter gain immediate access to inspect any records, accounts and books relating to the Reproduction of PL's Digital Images to ensure that the Digital Images are being used only in accordance with the Reproduction rights granted to You and where it is found that the Digital Images are not being used in accordance with the Reproduction rights granted to You, PL may terminate the license and do all things necessary to prevent Your use of the Digital Images.
d) Government Taxes
All Invoices will have added to it Government Taxes (such as Value Added Tax and other Goods and services Taxes) at the rate which applies from time to time if you are a resident of the local country to which the tax applies and to which PL has a registered office.
e) Cancellation
a) You may cancel the Licence within 30 days from the date of the invoice provided you have not used the Content. Cancellations must be delivered in writing to the correct office. http://www.photolibrary.com/contact.html
b) You may cancel the Licence within fourteen (14) days from the date of the Invoice without charge.
b) Cancellations received after fourteen (14) days and before thirty (30) will incur a 50% cancellation fee.
b) After thirty (30) days, no cancellations will be accepted. You are responsible for the full amount of the invoice.
b) Cancelling the Licence also cancels your right to publish, reproduce or use the Content in any manner whatsoever.
5. Additional Reproduction rights in Digital Images
a) Should You require additional Reproduction rights in any Content, You must revisit the Website and repurchase the desired Digital Image and must specify the additional Reproduction rights required, including the proposed use, period of use, print run, media usage, end user customer, industry, territory and size and position of proposed reproduction with respect to each Content item required.
b) Alternatively You can contact a PL sales representative on 1 212 929 4644 or send an email to ussales@photolibrary.comemail_address#. A corresponding Invoice will be sent to You confirming the transaction details or fees payable and Reproduction rights granted with respect to each Content item in which additional Reproduction rights are granted by PL. Such Reproduction fee as advised by PL to You may vary per Digital Image depending on a number of factors including but not limited to the period of use, print run, media usage, end user customer, industry, territory and size and position of proposed Reproduction.
c) You acknowledge and agree to the following:
a. Reproduction rights are strictly limited to the specific use granted by PL with respect to each Content item and as detailed on the corresponding Invoice sent to You.
b. Reproduction and re-use of any Content without the required consent granted by PL constitutes an infringement of copyright by You. Reproduction rights and license to use are only granted on payment of the Invoice. Reproduction availability must be confirmed by PL before Your Reproduction.
c. Reproduction rights are granted by PL for each Content item solely to You and are not assignable without the prior written consent of PL.
d. You acknowledge that any Content licensed by PL of a person, including a person well known to the general public or engaged in competitive sport, may not be used in a manner which can be reasonably construed as that person's endorsement of a product or service, nor may any Content be used in a manner which can be reasonably construed as derogatory, libelous, defamatory or slanderous of that person.
6. General
a) PL warrants that it owns or is licensed to supply for Reproduction the Content supplied. Unless specified in writing PL does not warrant to You the existence or validity of model, property or other releases with respect to any Content downloaded to You. You must satisfy Yourself as to Contents suitability, Reproduction quality and caption accuracy and that all necessary rights, consents, permissions and releases have been obtained prior to Reproduction of each Content item by You.
b) To the full extent permitted by law, PL excludes all warranties, statutory, express or implied, from these terms of supply and license, except as expressly set out above. Where any statutory terms may not be excluded, liability in respect of them is limited to repair or resupply of goods, or the supply of services again. These terms are the entire agreement between the parties regarding the Content, Software and any services supplied by PL.
c) You agree to indemnify and keep indemnified PL from and against any and all loss, damage or liability whether criminal or civil suffered by PL and resulting from any act omission, negligence or default of You or Your agents, principals, customers, clients or contractors, or arising out of the Reproduction of a Digital Image or use of Software, in any manner or for any use or purpose whatsoever by You.
d) Neither party may assign this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, PL may assign this Agreement or any of its rights under this Agreement and may transfer its obligations under this Agreement to a related body corporate (as that term is used in the Corporations Law) of PL, or an organisation which during the term of this Agreement becomes a related body corporate of PL, without the consent of You.
e) In the event of any offer to the public of shares in PL, PL shall be entitled to disclose this Agreement and use in or incidental to such public offer all or any of the Content, without liability to You.
f) Amendments, modifications or changes to these terms and conditions are not effective unless agreed in writing by PL and You.
g) These terms and conditions are governed by the law of the United States.
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