THIS IS A LICENSE AGREEMENT APPLICABLE TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL.
THIS IS A LICENSE AGREEMENT BETWEEN Syndications Today, (a division of Living Media India Ltd., which owns and operates the website "INDIATODAYIMAGES.COM" hereinafter referred to as "website"), having its registered office at K-9, Connaught Circus, New Delhi-110001 hereinafter referred to as "Licensor" which expression shall unless it be repugnant to the context or meaning thereof be deemed to include its successors, nominees, administrators and assigns OF THE FIRST PART AND :
You, the purchaser of the image hereinafter called "LICENSEE/ CLIENT/ CUSTOMER/ PURCHASER" OF THE SECOND PART
A. INDIATODAYIMAGES.COM is a web site owned and operated by Syndications Today wherein online images can be browsed and purchased by a customer/purchaser
B. You, the Purchaser wish to purchase the images from the indiatodayimages.com website on the terms and conditions as set out below:
NOW THIS LICENSE AGREEMENT WITNESSETH AS FOLLOWS:
1. Definitions: In this Agreement the following definitions apply:
1.1 "Licensed Material" means images that may be downloaded and that is licensed for editorial use.
1.2 "Invoice" means the computer-generated or preprinted standard form invoice provided by Syndications Today or an authorized distributor setting out terms agreed with the Licensee. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.3 "Licensed Material" means any still image, film or video footage, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Indiatodayimages.com under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
1.4 "Licensee" means the person or entity purchasing a license hereunder.
1.5 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
2. Terms and conditions of use:
2.1 Indiatodayimages.com grants to Licensee a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licensed Material solely to the extent explicitly stated in this Agreement.
2.2 The mode of payment would be through credit card.
2.3 Use of the Licensed Material: The licensee will be deemed to have purchased a non-exclusive license to use the Licensed Material solely for the intended use specified in his agreement. The terms of the License Agreement will vary depending on the manner in which the Licensee intends to use the licensed material (web use, print use, etc.).
2.4 The licensee will have the right to make one copy of the purchased licensed material solely for the purpose of use specified in his agreement or for archival purposes. However the licensee may not make any further copies of the Licensed Material or disseminate the licensed material to any third parties. The licensee may not allow, authorize, or permit the Licensed Material (or any copy thereof) to be transferred in any form (whether through the Internet, on a disk, or on a hard copy and whether by a loan, lease, license, or sale) to any third party. The license of the Licensed Material is applicable for one time use only.
2.5 The Licensee may not use the Licensed Material if it contains recognizable persons, entities, or products in a manner, which suggests their association with or endorsement of any product or service. Further the Licensed Material shall not be incorporated into a logo, trademark or service mark.
The Licensee may not remove, disable or attempt to remove or disable any digital watermarks or other proprietary notices or markings that may be included with the Licensed Material.
2.7 The Licensed Material may not be stored in any temporary or permanent electronic database for future use unless agreed to in writing by an authorized Syndications Today representative.
2.8 Licensed Material may not be altered or manipulated beyond normal image enhancements or cropping.
2.9 While efforts have been made to correctly caption the subject matter of the Licensed Material, the licensor does not warrant that such information is accurate.
2.10 The Licensed Material may not be used in any pornographic, defamatory, libelous or otherwise unlawful manner and such use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.
2.11 Licensee may not make the Licensed Material available in any medium in a manner intended to allow or invite persons to download or extract the Licensed Material.
2.12 Licensed Material shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in this Agreement or in any other written communication from the Licensor. Any such restriction provided to Licensee shall be incorporated into and become part of this Agreement.
3. Photo Credit: The licensee must display the appropriate credit line near the Licensed Material including, Photographer's Name, Special Collection Reference, if any etc. In the event of an omission by the Licensee to display the credit, an additional fee in an amount up to one hundred percent (100%) of the original invoiced amount attributable to the Licensed Material may be payable by Licensee, at Licensor's sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Licensor may have at law or in equity.
4. Intellectual Property: All intellectual property rights in the Licensed Material including, without limitation, all copyright, trademark, and patent rights therein, will remain owned at all times by Syndications Today. Any breach of this paragraph by any Purchaser will automatically terminate that Purchaser's rights as a User and that Purchaser's right to use the Licensed Material, without limitation to Licensor's right to take legal recourse for such violation/breach.
4.1 Copyright: No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, the Licensor, grants Licensee no right or license, express or implied, to the Licensed Material.
4.2 Trademarks: In connection with the use of "Syndications Today" or any other of Syndications Today's trade names, trademarks, logos or service marks ("Marks"), Licensee acknowledges and agrees that (i) Syndications Today's marks are and shall remain the sole property of it; (ii) nothing in this Agreement shall confer upon Licensee any right of ownership in Syndications Today's marks; and (iii) Licensee shall not now or in the future contest the validity of Syndications Today's Marks.
5.1 The Licensor will notify Licensee if it has obtained a model release and/or a property release for Licensed Material, by a written notice to Licensee. The warranty and indemnity set forth in Sections 6.1(iv) and 7.1 below are only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Neither Licensor nor any party on whose behalf Licensor licenses Licensed Material (each, a "Licensor") makes any representations or warranties as to whether any additional fees or payments may be due to any person depicted in Licensed Material pursuant to the requirements of any applicable trade union, and Licensee shall be solely responsible for any such additional fees or payments to such trade union.
5.2 Except where Licensee is specifically notified that a model and/or property release has been obtained by Licensor, neither Licensor nor any party on whose behalf Licensor licenses Licensed Material grants any rights or makes any warranties with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of Licensed Material, and Licensee shall be responsible for obtaining any required release. As to any release delivered with any Licensed Material, neither Licensor nor any party on whose behalf Licensor licenses Licensed Material, makes any representation, warranty or guarantee as to its sufficiency with regard to any use of the Licensed Material made by Licensee. Licensee shall obtain all necessary individual, property, team logo, trademark, audio and other releases, approvals and clearances from third parties as may be required for the Licensee's use of the Licensed Material prior to using the Licensed Material.
5.3 If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
6. Warranty and Limitation of Liability.
6.1 Syndications Today, the licensor, warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (iii) Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by Syndications Today, the Licensor, pursuant to Section 5.1, Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement will not infringe on any trademark or other intellectual property right and will not violate any right of privacy or right of publicity.
6.2 NEITHER SYNDICATIONS TODAY NOR ANY LICENSOR MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NEITHER SYNDICATIONS TODAY NOR ANY LICENSOR SHALL BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIALOR INCIDENTAL DAMAGES, OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF SYNDICATIONS TODAY OR ITS LICENSORS, AS APPLICABLE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES.
7. Indemnification. Licensee shall defend, indemnify and hold Syndications Today and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or as a result of claims by third parties arising out of and relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release.
8. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 6.1.(ii) above, Syndications Today shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
9. Miscellaneous Terms.
9.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee alone shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Licensor's other remedies under this Agreement, Syndications Today reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Licensor's standard license fee for the unauthorized use of the Licensed Material.
9.2 Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Syndications Today and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file containing the Licensed Material that is stored on Licensee's computers. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.
9.3 Withdrawal. Upon notice from Syndications Today, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which licensor may be liable herein, or if Licensor withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. Licensor shall provide Licensee with comparable Licensed Material (which comparability will be determined by Licensor in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
9.4 Governing Law and Jurisdiction. This Agreement will be governed in all respects by the laws of India and shall be subject to the competent courts at Delhi/New Delhi alone and jurisdiction of all other Courts is expressly ousted
9.5 Severance. If any provision of this agreement shall be found by any court, government or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or un-enforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provisions shall be revised only to the extent necessary to make them enforceable.
9.6 Force Majeure. It is expressly agreed that neither Licensor nor Licensee shall be liable for any default, delay or lapse occurring due to reasons of Force Majeure including war, risk, strike, theft, tempest, sabotage, change of law or any act of God.
9.7 Entire Agreement. This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.