THIS IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) AND SCHNEIDER VIDEOGROUP (“LICENSOR”). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE LICENSED MATERIAL USAGE SPECIFICATIONS SET FORTH HEREIN. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL. THEREFORE, CERTAIN TERMS MAY BE INAPPLICABLE. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR LOCAL SALES REPRESENTATIVE.
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. DEFINITIONS: This license agreement and invoice (“Agreement”) is by and between you (“Licensee”) and Schneider VideoGroup (“Licensor”). “Image(s)” means the visual and/or other forms of materials or digital information supplied by Licensor to Licensee. “Transmit” or “Transmission” means distribution by any device or process whereby a copy of an Image is fixed beyond the place from which it was sent. “Copyright Management Information” means the name and other identifying information of Licensor, terms and conditions for uses of the Images, and such other information that Licensor may prescribe.
2. OBLIGATIONS: Licensee and any representative of Licensee are jointly and severally responsible for the performance of all obligations pursuant to this Agreement.
3. USE RIGHTS: Only after Licensee pays the license fee specified on the Price and Usage web page and indicated on the invoice for rights provided by Licensor may you use the Image(s) and any use must be in accordance with the license set forth on the invoice for rights provided to you. The right to reproduce, publish, prepare derivative materials of any kind, distribute, Transmit, display online or in any other manner, or otherwise use any Image(s) in any manner is conditioned on: (a) Licensee’s acceptance of all of the terms contained in this Agreement, (b) Licensor’s receipt of full payment, and (c) the use of proper copyright notice and other Copyright Management Information requested or used by Licensor in connection with the Image(s). Licensor is willing to license the Image(s) to Licensee only upon the condition that Licensee accepts all of the terms contained in this Agreement. Unless otherwise expressly stated on the invoice for rights provided to you, all licenses are non-exclusive and for English language use in the United States of America only. Unless otherwise expressly stated on the invoice for rights provided to you, all licenses for editorial use are for one-time use in one issue only of the specified magazine or newspaper, print version only. Unless otherwise expressly stated on the invoice for rights provided to you, all licenses for advertising use are forone-time use in one insertion only. Unless otherwise expressly stated on the invoice for rights provided to you, all licenses for editorial retail book use are for one-time use in one edition only. Unless otherwise expressly stated on the invoice for rights provided to you, all licenses for electronic use, including but not limited to web sites, CD-ROMs, or audio-visual presentations, are for one-time use on one page only and for six months only. Unless otherwise expressly stated on the invoice for rights provided to you, all licenses for collateral and retail use, including but not limited to brochures, annual reports, newsletters, flyers, t-shirts, posters, greeting cards, postcards, and calendars, are for one-time use in the product specified and one year only. You obtain no rights, including copyright to any Image by modifying, adapting, manipulating, or combining the Image with other Images or material, unless those rights are specifically granted in the license and invoice. An additional license for any reuse or use beyond the licensed period must be obtained from Licensor before republication of the Image. No electronic or promotional rights are granted unless specifically licensed. If you wish to use an Image and the type of use is not listed on the licensing menu, you must contact Licensor to request a license. Licensor and it’s contributors reserve all rights in the Image(s) of every kind and nature, including, without limitation, copyright, electronic and print publishing and use rights, in any and all media, throughout the world, now existing and yet unknown, that are not specifically licensed or transferred by this Agreement. Licensee shall not assign any of its rights or obligations under this Agreement. This Agreement shall not be assignable or transferrable without the prior written consent of Licensor and provided that the assignee or transferee agrees in writing to be bound by all of the terms, conditions, and obligations of this Agreement. Any voluntary assignment or assignment by operation of law of any rights or obligations of Licensee shall be deemed a default under this Agreement allowing Licensor to exercise all remedies including, without limitation, terminating this Agreement, obtaining all net worth or financial information of any assignee and full and timely performance of all obligations and complete and substantial assurances of all future performance. Upon request, Licensee shall without charge provide Licensor with 3 copies or specimens of each use of each Image or the identity of all URL addresses of all web published work.
4. 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.
Use of the Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter. This includes the use of an Image in conjunction with any unflattering or controversial subjects including but not limited to sexual issues, abortion, sexually transmitted diseases, physical or mental illness, illness of any kind, birth control, illegal activities, prostitution or phone call centers, illegal drug use or any other illegal activity. Under certain circumstances “sensitive issue releases” may be available for an Image and that release may allow licensing with our prior written permission. In these cases the Image must be accompanied by a statement that the person depicted is a model used for illustrative purposes only.
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.
Use of an Image that implies endorsement of a product or service unless you request and receive a copy of a model release for all recognizable individuals and private property depicted in the image. It is your responsibility to determine if that release is sufficient for your use and you specifically indemnify Licensor, its employees, assigns and contributors in any lawsuit that is a result of your usage of any Image.
Archiving, republishing or transmitting any Images on any database without Licensor’s prior written consent.
Copying or publishing any of the Images to a network or bulletin board or otherwise distributing or allowing any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from Licensor.
Sublicensing, renting or leasing any of the Images.
Use of the Images to promote a business that sells or licenses photographic images or otherwise competes with Licensor in any manner.
Use of any Image 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.
Creating any derivative use of an Image unless indicated on the invoice.
Shipping, transferring or exporting any of the Images into any country or use any of the Images in any manner prohibited by any export laws, restrictions or regulations.
Licensee assumes full liability for its employees, agents, assigns and freelance or contract staff for the misuse of the Images.
5. RELEASES: NO MODEL, PROPERTY, TRADEMARK, OR OTHER SUCH RELEASE EXISTS FOR ANY IMAGE(S) UNLESS LICENSOR SUBMITS TO LICENSEE A SEPARATE RELEASE SIGNED BY A THIRD-PARTY MODEL OR PROPERTY OWNER. It is the Licensee’s responsibility to obtain all permissions necessary to publish the Image in the manner intended. You must satisfy yourself that the release is adequate for your use.
6. INDEMNITY: You agree to indemnify and hold Licensor 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. You are responsible for loss or damage to the Images(s) delivered to you from the time of receipt until their return to Licensor. You are responsible for the safe delivery and return of the Images and you indemnify Licensor against loss or damage to the Images in transit or while in your possession. This agreement is not considered a bailment and is specifically conditioned upon the items delivered being returned to Licensor in the same condition as received. You assume an insurer’s liability herein for the safe and undamaged return of the Images. You have two working days upon delivery of Images to report in writing to Licensor of any damage to the Images. If no written correspondence has been received within the two days, you are solely responsible for loss or damage to the Images and will reimburse Licensor the agreed upon reasonable sum of $200 per dupe, digital film output or digital scan and $2,500 per original image. You acknowledge that Licensor must be advised in writing of any re-use or extended use prior to each release or publication.
7. NO WARRANTY: 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 IMAGE AND THE LICENSEE MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS OR PERMISSION AS MAY BE REQUIRED FOR REPRODUCTION ARE SECURED. LICENSOR IDENTIFIED THE CAPTION FOR EACH IMAGE TO THE BEST OF ITS ABILITY, BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION.
8. DELIVERY OF DIGITAL IMAGES: DIGITAL FILES ARE PROVIDED “AS IS.” LICENSOR MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDED BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT, QUALITY OF IMAGE OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM OR SOFTWARE PROGRAM.
9. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES WILL LICENSOR 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 LICENSOR SHALL BE THE FEE PAID FOR THE IMAGE TO LICENSOR. 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 THIS SITE IS AT YOUR OWN RISK.
YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.
10. UNAUTHORIZED USE: Since it is difficult to determine damages resulting from unauthorized usage, in the event you utilize any of our images without our permission or other than for the usage indicated on our invoice, or prior to paying that invoice in full, we agree that we may forego our right to sue you for copyright infringement and you agree in such case, to pay as liquidated damages, a retroactive license equal to the greater of $10,000 or ten (10) times the normal price we would have charged for such authorized use within two weeks of receipt of invoice. You will provide three copies at no cost to Licensor of the printed or digital piece and identify the URL for all Web published work.
11. RETENTION AND RETURN OF DIGITAL FILES AND OTHER MEDIA: Digital files may be retained for sixty days or until the date indicated 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. Licensor’s copyright information and Image identification number must be retained with the digital files while you retain them. Film and/or prints must be returned within 30 days of receipt. Failure to return dupe transparencies, LVTs or copy prints subjects you to a $200 per image charge. Failure to return original film or irreplaceable prints subjects you to stipulated damages of up to $2,500 per image.
12. CREDIT AND PROTECTION OF DIGITAL IMAGES: Images used editorially or for any Internet use must include a credit line as follows: “© CarlSchneider.com” or as indicated by Licensor below the Image. The credit must remain part of the Image file. Image(s) may not be published or made available on the Internet at dimensions greater than 420×740 pixels or resolution greater than 72 dpi. Licensee must register copyright in Licensee’s name of the compilation resulting from use of the image to afford protection to the image. Such copyright shall be immediately reassigned upon request, without charge.
13. IMAGE NAME: Recipient agrees not to change the name of the image(s) it licenses from Licensor.
14. CANCELLATION POLICY: Recipient may cancel a license for a high-resolution file within five (5) business days after the invoice date. A cancellation fee equal to 50% of the cost of the license fee of the Image(s) will be charged. There are no cancellations after five (5) business days.
15. TAX: Licensee shall pay and hold Licensor harmless on account of any sales, use, or other taxes or governmental charges of any kind, however denominated, imposed by any government, including any subsequent assessments, in connection with this Agreement, the Image(s), or any income earned or payments received by Licensor hereunder. To the extent that Licensor may be required to withhold or pay such taxes Licensee shall promptly thereafter furnish Licensor with funds in the full amount of all the sums withheld or paid.
16. DISPUTES OR CLAIMS: The formation, interpretation, and performance of this Agreement shall be governed by the laws of the State of California, excluding the conflict of laws rules of that state. Any legal action to enforce the terms of this Agreement will be brought in Los Angeles, California. If Licensee of this contract is an agent for or an employee of a non-U.S. company but operates in a place of business in the United States or its territories, said Licensee expressly agrees that any dispute regarding this contract shall be adjudicated within the United States in the manner described here. Copyright claims shall be brought in the Federal Court having jurisdiction. Licensee agrees to be subject to the jurisdiction of the Federal Court of the Central District of California. If Licensor 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 Licensee. All paragraph captions in this Agreement are for reference only, and shall not be considered in construing this Agreement. This Agreement shall be construed in accordance with its terms and shall not be construed more favorably for or more strongly against Licensor or Licensee.
17. MISCELLANEOUS: This Agreement is not assignable or transferable on the part of Licensee. Licensee will provide Licensor three copies at no cost to Licensor of any printed piece containing a licensed Image and provide the URL for all Web published work. This Agreement and any related delivery memo agreement (the “Delivery Agreement”) and any subsequent invoice Licensor may issue set forth the entire understanding and agreement between Licensor and Licensee regarding the Image(s). This Agreement and the Delivery Agreement and any subsequent invoice Licensor may issue supersede any and all terms of the client’s purchase order and any and all prior representations and agreements regarding the Image(s), whether written or verbal. Any subsequent invoice Licensor may issue may contain additional terms relating to the rights granted and the type of usage allowed. Time is of the essence in the performance by Licensee of its obligations for payments. Payment of the invoice herein is to be net ten (10) days. A service charge of two (2%) percent per month on any unpaid balance will be charged thereafter. Any claims for adjustment or rejection of terms must be made in writing to Licensor within five (5) days after receipt of invoice. Neither Licensor nor Licensee shall be bound by any purchase order, term, condition, representation, warranty or provision other than as specifically stated in this Agreement and the Delivery Agreement and any subsequent invoice Licensor may issue. No waiver or modification may be made to any term or condition contained in this Agreement or in the Delivery Agreement unless in writing and signed by Licensor. Waiver of any provision contained in this Agreement or in the Delivery Agreement shall not be deemed to be a waiver of any other provision of this Agreement or the Delivery Agreement. Notwithstanding anything to the contrary, no Image(s) may be used in any manner without Licensor’s prior written permission, and Licensee’s holding of any Image(s) constitutes Licensee’s complete acceptance of this Agreement.