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| | Image Source License Agreement View All Discs by Image Source If you are entering into this Agreement on behalf of your employer, the Licence granted and the
restrictions and limitations on the use of the images set forth below apply to your employer as
well as to you as a representative of your employer. Should you cease working for your
employer, your employer (but not you) may continue to use the images under the terms of this
Agreement.
1. LICENCE GRANT AND RESTRICTIONS
1.1 Image Source Limited (“Image Source”) grants you a non-transferable, non-exclusive,
worldwide, perpetual licence to store, reproduce and use the specific image(s) that you have
purchased during this transaction, and any authorised derivatives or copies thereof, (collectively
the “Images”) for your own commercial or non-commercial use as set out in clause 1.3 below,
but not for any other purposes.
1.2.1 The Images may be shared by creating an image library, image storage jukebox,
network configuration or similar arrangement as long as no more than ten (10) individuals
(including you) employed by the same entity have access to the Images (subject to clause 1.2.2
below). You expressly acknowledge that this is not a “simultaneous users licence” and you may
not have more than ten (10) specific people access the Images even if only ten (10) people are
accessing the Images at any particular time.
1.2.2 If you are an intermediary (e.g. an advertising or design agency) the Images must only
be used by clients who agree to be bound by the terms of this Agreement. You may allow
individuals employed by your client to have access to the Images, provided the total number of
individuals with access to the Images (including all those within your organisation and the
client) remains no more than ten (10).
1.3 Specifically, you may:
1.3.1 use the Images any number of times on a worldwide, unlimited and perpetual basis as a
part of advertising and promotional materials, packaging; multi-media including web-design,
broadcasting, film/video/DVD, publishing; materials for personal, non-commercial use;
1.3.2 alter, manipulate and crop the Images (subject to clause 1.4.12 below);
1.3.3 use the Images in any other manner approved in writing by Image Source.
1.4 Specifically, you may not:
1.4.1 sublicense, re-license, rent, resell or lease any of the Images to third parties separate or
independent from a specific product, website, or similar;
1.4.2 copy or publish any of the Images 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 ten (10)
authorised users, without prior written consent from Image Source or its Sales Agent; you
acknowledge that for extended usage by more than ten (10) individuals, you will first have to
purchase Extended Licence Rights from Image Source;
1.4.3 under the terms of this Agreement use the Images in commercial products where the
Images 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 you must acquire an extended one-time
Commercial Product Image Licence from Image Source;
1.4.4 use any of the Images to promote a business that sells or licenses photographic images,
or otherwise competes with Image Source in any manner;
1.4.5 sub-license, resell or otherwise distribute the Images to third parties except as an
integral part of your product or web-page and only for the life and extent of such a product;
1.4.6 make the high-resolution (300 dpi or above) Images accessible for download beyond the
scope of the licence rights provided by this Agreement or place the Images on-line in an FTP or
other digital format;
1.4.7 incorporate any of the Images in a logo, trade mark or service mark;
1.4.8 use the Images in ways or contexts that might reasonably be construed as pornographic,
defamatory, libellous or otherwise unlawful;
1.4.9 use the Images in such a way as to imply that any model depicted in the Images
personally uses or endorses a product or service (for example, in testimonial advertising);
1.4.10 use Images depicting any model in any unduly controversial or unflattering context,
unless accompanied with a statement indicating that the person is a model and the Images are
being used for illustrative purposes only;
1.4.11 delete or alter the copyright symbol, the name Image Source, or identification number or
any other information from the electronic file by which the Images are supplied to you or from
any copies of those files;
1.4.12 increase the size of the purchased digital file.
2. WARRANTY AND DISCLAIMER
2.1 Image Source warrants the digital copy of the Images in the form duly purchased by
you or your employer to be free from technical defects for 90 days from delivery. The sole and
exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy
of the Images or refund of the purchase price, at Image Source’s sole option. Image Source
shall not, however, be liable if defects arise as a result of any modification, variation or addition
to the Images not performed by us or caused by any abuse, corruption or incorrect use of the
Images with equipment or software which is incompatible. IMAGE SOURCE MAKES NO
OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. OUR LIABILITY TO YOU FOR ANY LOSSES SHALL NOT
EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE IMAGES. Some states do
not permit the exclusion of implied warranties, and you may have other rights, which may vary
from state to state. NEITHER IMAGE SOURCE NOR ITS LICENSORS SHALL BE LIABLE
TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL,
DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES (EVEN
IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING
OUT OF THIS LICENCE, THE USAGE OF THE IMAGES INCLUDING ANY CLAIM FOR
LOST PROFITS OR LOST SAVINGS, OR FOR ANY CLAIM OF A THIRD PARTY OR
OTHERWISE. HOWEVER, NOTHING IN THIS LICENCE LIMITS LIABILITY FOR
FRAUDULENT MISREPRESENTATION OR OUR LIABILITY TO YOU IN THE EVENT
OF DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE.
2.2 It is a condition of this Agreement that you obtain all necessary rights, model releases or
consents which may be required for reproduction and use of the Images. We make no
warranties with regard to the use of names, people, buildings, trade marks or copyright material
depicted in any Image, or to the accuracy of any metadata, including, but not limited to,
keywords and captions, with any Image. Furthermore, ensure that you examine the Image you
intend to use for possible defects before sending the Image for reproduction. Image Source
shall not be liable for any loss or damage suffered by you or any third party arising from any
alleged or actual defect in any Image or its metadata or in any way from its reproduction.
3. CONSEQUENCES OF BREACH
3.1 Without prejudice to Image Source’s other rights and remedies, the Licence and your
right to use the Images shall automatically terminate, without prior notice or refund of any
moneys paid, if you breach any express or implied term of this Agreement. In the event of
termination, you must immediately destroy or delete all copies of the Images or, at Image
Source’s request, return them to Image Source.
3.2 You agree to indemnify Image Source and hold Image Source harmless against all
claims arising out of any breach by you of this Agreement.
4. RESERVATION OF RIGHTS AND PROTECTION OF INTELLECTUAL
PROPERTY
4.1 All rights to the Images are owned by Image Source and / or its licensors and are
protected internationally by copyright and other applicable laws. Image Source and its licensors
retain all rights not expressly granted under this Agreement. You may be held legally
responsible for any copyright infringement that is caused or encouraged by your failure to
comply with the terms of this Agreement.
5. OTHER CONDITIONS
5.1 Use of the Images must be in compliance with all applicable laws, statutes and
regulations. Image Source reserves the right to discontinue the use of any Image for any reason
and elect to replace the Image with an alternative Image. Upon notice of any discontinuance of
a Licence for a particular Image, you and your client, if applicable, agree not to use the Image in
the future. If any part of this Agreement is found void and unenforceable, it will not affect the
validity of the remaining terms of the Agreement, which shall remain valid and enforceable
according to its terms. This Agreement represents the entire Agreement between the parties
relating to its subject matter and may not be amended except in writing signed by an authorised
representative of both parties.
5.2 The laws of England and Wales whose courts are the courts of exclusive jurisdiction
govern this Agreement, save that Image Source shall have the right to bring proceedings in any
jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of
Image Source, such action is necessary or desirable.
If you wish to use the Images in a manner not permitted under this Licence Agreement, please
contact Image Source Limited at info@imagesource.com or by telephoning +44 (0) 20 7851
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