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License Terms

THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU (“LICENSEE”) AND IMMATURE PHOTOGRAPHY LLP or pixlagoon. THIS LICENSE AGREEMENT APPLIES TO LICENSES ISSUED ONLINE (THE “AGREEMENT”). THE TERM LICENSEE INCLUDES THE CLIENT IF THE AGENT IS ACTING ON BEHALF OF THE CLIENT AND PROVIDED BOTH AGENT AND CLIENT ARE JOINTLY AND SEVERALLY LIABLE TO pixlagoon UNDER THE AGREEMENT.

 

1. Definition

“Images” & “Photos” means all types of visual content, including, without limitation, still photography, whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to Images includes the whole or the part.

2. License Terms

Subject to the terms of this License Agreement, pixlagoon grants Licensee a perpetual, worldwide, non- transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, and right to create derivative works with respect to pixlagoon’s Images identified on pixlagoon’s Invoice, an unlimited number of times on behalf of, or for one client, in any and all media for all uses other than the use restrictions in Section 4 described below. All other rights to the Images, including, without limitation, copyright, are reserved to pixlagoon and the copyright holder. Except as expressly stated herein, this agreement does not and is not intended to confer rights or remedies upon any person other than the parties.

Licensee may alter, crop, modify or adapt the Images, except for Images identified as “Editorial Use Only” in which instance only minor alterations may be made that does not alter the meaning of the Image. Licensee may make a back-up copy of the content for internal back-up purposes provided pixlagoon’s copyright and any image identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement.

If Licensee desires to use the Images for an additional client, Licensee must contact pixlagoon to purchase an additional license. If the intended use is a restricted use, please you may contact pixlagoon at support@pixlagoon.com, to see if the use may be granted. Do not use the Images prior to permission and restricted use rights may not be available

3. Number of Users / Seat License

Licensee may store the Images on a server, image library or network configuration to be viewed by Licensee, subcontractors or its clients provided.

4. Restrictions on Use Except as provided herein, Licensee may not

4.1. Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Images.

4.2. Include the Images in an electronic template intended to be used by third parties on electronic or printed products, without obtaining the prior written consent of pixlagoon and the payment of an additional license fee.

4.3. Create multiple impressions or on-demand products, including, but not limited to, website designs, presentation templates, electronic greeting cards, business cards, t-shirts, mugs, calendars, posters, screensavers or wallpapers for mobile devices or any other electronic or printed matter, without first obtaining an extended license for such purpose (if available).

4.4. Make the Image available in any medium in a manner intended to allow or invite a third party to download, extract or access the Image as a standalone file. For Images displayed on a website, Licensee shall post terms that prohibit the republication or transmission of the Image as a stand-alone file.

4.5. Incorporate the Images into a logo, trademark or service mark.

4.6.  Use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, or infringe on any third party intellectual property rights, whether directly or in context or juxtaposition with other subject matter and materials.

4.7. Use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

4.8. Falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Images.

4.9. Use content identified as “Editorial Use Only” for non-editorial purposes.

Fail to comply with the Product Endorsement or Sensitive Use Disclaimer in Section 5. Licensee should follow all regulations for the purchased license that is described in Appendix.

5. Product Endorsement or Sensitive Use Disclaimer


If any Image featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person, Licensee must accompany each such use with a conspicuous statement “Model release” that indicates that the person is a model and give permission to us the Image for commercial use. These requirements are without prejudice to the obligations of the pixlagoon regarding use of the Images contained elsewhere throughout this Agreement.

6. Editorial Credit

Still Image is used for editorial use, the credit line, “Contributor name/pixlagoon/Image ID”, must appear adjacent to the Image or as otherwise indicated by pixlagoon.

7. Releases/Captions

pixlagoon confirms it obtains a model release for an Image. pixlagoon can provide model release with removed personal information to Licensee by request. pixlagoon grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Image, or with respect to any music or audio included with the Images. Licensee shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use of such Image or if additional permissions or consents are necessary from person, entity, association, guild or other organization. Licensee may not rely on any statements made by any PressFoto employee or representative other than those provided in this Agreement. Licensee acknowledges that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes without their consent. pixlagoon used commercially reasonable efforts to identify the caption for each Image, but cannot be held responsible for erroneous or incomplete caption information.

8. Warranties and Disclaimers

pixlagoon warrants that:

8.1. It has all necessary rights and authority to enter into and perform this Agreement.

8.2. The Image will be free from defects in material and workmanship for 30 days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Image).

8.3. “Licensee’s” use of the Image in accordance with this Agreement and in the form delivered by pixlagoon (i.e., excluding any modifications, by Licensee) will not infringe on any copyrights or moral rights of any person or entity; and

8.4. If a release is provided by pixlagoon pursuant to Section 7, Licensee’s use of the Image and in accordance with this Agreement and in the form delivered by pixlagoon (i.e., excluding any modifications by Licensee) will not, where a property release is provided, infringe on any trademark and/or will not, where a model release is provided, violate any right of privacy or right of publicity.
pixlagoon reserves the right to grant access to license Images for other companies pixlagoon has distribution agreement with. The licensing entity shall be determined as company Licensee purchased license from. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s).

General Disclaimers and Limitation of Liability

PRESSFOTO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. pixlagoon 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 pixlagoon HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
pixlagoon MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S USE OF OR INABILITY TO USE THE IMAGES/FOOTAGE (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 USE OF THE IMAGES/FOOTAGE].
THE REPRESENTATIONS AND WARRANTIES MADE BY pixlagoon IN THIS AGREEMENT APPLY ONLY TO THE IMAGE AS DELIVERED BY pixlagoon AND WILL BE INVALID IF THE IMAGE IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT, OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT. pixlagoon SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE IMAGE BY LICENSEE OR THE CONTEXT IN WHICH IMAGE IS USED BY LICENSEE.

9. Indemnity
pixlagoon Indemnity

Provided Licensee is not otherwise in breach of this Agreement and subject to Section 8, as Licensee’s sole and exclusive remedy for any breach of the representations and warranties above, Licensor shall defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that pixlagoon is in breach of its warranties set forth above. No other indemnification is offered by Licensor under the Agreement.

Licensee Indemnity

Licensee agrees to defend, indemnify and hold pixlagoon 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 costs), arising out of or as a result of claims by third parties relating to Licensee’s use of any Image(s) outside the scope of this Agreement or any other breach by Licensee of this Agreement.

Notification

The party seeking indemnification shall promptly notify the other party of such claim. At indemnifying party’s option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

10. Payment Terms

No licenses are granted until full payment of pixlagoon’s invoice is received. Unless pixlagoon and the Licensee directly agree on credit terms, payment of pixlagoon’s invoices must be received within ten (10) days, without any discounts, or prior to the publication of any Image, whichever occurs earlier. The Licensee agrees to pay pixlagoon a service charge off twenty (20) % percent per month on any unpaid balance after this time period for the use of the Image.
Any disputes concerning the invoice must be submitted in writing to the pixlagoon, within ten (10) business days of the invoice date, or the Licensee shall be deemed to have accepted the invoice as issued.

11. CancellationPolicy

All licenses are final; no refunds or credits will be allowed.

12. Copyright Infringement and Liquidated Damages

 In the event that the Licensee utilises any Image without or prior to the granting of a license, pixlagoon reserves the right to seek damages through legal means unless the Licensee agrees to reimburse pixlagoon a sum equal to five (5) times the market value price charged for such use of a Image as liquidated damages.
If the Licensee fails to make the payment as outlined above, within twenty (20) days of pixlagoon invoicing such fee, this liquidated damage provision shall be void and pixlagoon reserves the right to sue for copyright infringement, including attorneys’ fees and all associated costs.

13. Termination and Withdrawal


pixlagoon reserves the right to automatically terminate or revoke the license contained in this Agreement and invoice without notice if Licensee or its client fails to comply with any provision of this Agreement. In addition, pixlagoon may withdraw the Image based on a potential or actual legal claim. Upon termination or withdrawal, Licensee and its client must immediately discontinue all future use of the Image, delete the Image and all copies from all magnetic/electronic media and destroy all other copies in its possession or control. pixlagoon may replace the Image with an alternate Image(s) upon its discretion.

14. Sever ability

If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.

15. Attorney’s fees


If pixlagoon is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse pixlagoon for its legal fees and disbursements.

16. Waiver

No action of pixlagoon, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

17. Entire Contract

This contract 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 or other writing sent by Licensee, the terms of this Agreement shall govern.

APPENDIX

Royalty-free licenses

  1. The Licensee acquires property right to non-exclusive use of Images.
  2. Property rights set forth below are acquired in perpetual way.
  3. Property rights acquired by the Licensee can’t be transmitted or assigned to third party.
  4. This Agreement, grants you a personal, non-exclusive, non-transferable, right to use and reproduce Images in the following ways, subject to the limitations set forth herein and in Part II hereof. All and any Images can be used within the bounds of acquired property rights.
  5. The Images are purchased and licensed on terms of one-time fee and is free of further fees for every use.

Scope of non-exclusive property rights acquired by the licensee

  1. Reproduction right -Right to reproduce Images
  2. Right to spread Images.
  3. Import right -Right to import Images in purposes of distribution, including import of copies made by authority of copyright holder.
  4. Publishing right -Right to publish and republish Images.
  5. Broadcasting right -Right to broadcast Images including right to show, perform, transmit or bring to common attention by other means.
  6. Right of transmission -Right to announce the Images including the right to perform or to broadcast and transmit through overhead, underground and other types of cable, cords or other similar means of transmission.
  7. Right to edit, arrange or otherwise remake the Images (right to edit), so as a right to be a copyright holder of art-works (videos, slide desks, templates, design layouts, made with Images) which results such remaking, change or improvement of the Images.

ALL NON-EXCLUSIVE PROPERTY RIGHTS ACQUIRED BY THE LICENSEE ARE LIMITED BY MEANS OF COMMERCIAL AND NON-COMMERCIAL USE SET FORTH AT THE PRESENT LICENSE.

The Licensee can purchase one of two types of Royalty-free license:

  1. Standard royalty-free license
  2. Enhanced royalty-free license

Standard royalty-free license

A. Licensee has a right to:

 Small:

  1. 1000px on the longest side
  2. Print Reproductions: Up to 2500
  3. Digital impressions: Up to 5000
  4. Worldwide Usage: Yes
  5. Unlimited Media Types: Yes
  6. Multi Seat: Yes

     Medium:

  1. 1800px on the longest side
  2. Print Reproductions: Up to 2500
  3. Digital impressions: Up to 5000
  4. Worldwide Usage: Yes
  5. Unlimited Media Types: Yes
  6. Multi Seat: Yes

     Large:

  1. 2500px on the longest side
  2. Print Reproductions: Up to 2500
  3. Digital impressions: Up to 5000
  4. Worldwide Usage: Yes
  5. Unlimited Media Types: Yes
  6. Multi Seat: Yes

     Extra Large:

  1. 4500px on the longest side
  2. Print Reproductions: Up to 2500
  3. Digital impressions: Up to 5000
  4. Worldwide Usage: Yes
  5. Unlimited Media Types: Yes
  6. Multi Seat: Yes

 

Prohibited use – Licensee may not:

  1. Use Images in outdoor advertising including advertising in public transport or to create a design of any outside objects or property including vehicles, pavilions and exhibition halls, movable sales outlets.
  2. Use Images to create package design of goods.
  3. Use the Images in any items for resale or other distribution of “on demand” or other distribution for profit (digital files, postcards, posters and calendars, digital templates, wallpaper, souvenirs or other similar items).
  4. Use Images in printing products with a total circulation/press run up to 500’000 of printed copies.
  5. Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute for profit or free of charge the Images as a standalone digital file to third parts.
  6. Display the Images as a stand-alone digital file at the network server, use or display the Images in an electronic format that enables it to be downloaded, distributed or shared in any peer-to-peer or similar file sharing arrangement, or incorporate the Images in any product in the way that permits the recipient to extract the licensed Images for use separate and apart from the product and free of charge.
  7. Use any of the Images as a part of trade-mark of goods and services, design-mark, trade-name, business name, service mark, logo or any other signs of differentiation, protected by law.
  8. Use Images in such context that can harm PressFoto’s or Contributor’s reputation or reputation of models depicted on photo or video including but not limited to the scenes of moral or physical disease, pornography, acts of violence, alcohol abuse, smoking, mental or physical inferiority, war, fascism, racial, nationality or religious hatred, criminal activity, sexual preferences or in other materials that violates common rules of moral.
  9. Use Images in un-authorised direct mail and communications (spamming) and links attached to such e-mails.
  10. Use Images by means that results in decompiling, distortion or other disturbance of source code that the Images contains.

Enhanced Royalty-Free License

Authorized ways of use. Licensee has a right to:

  1. 3.1.1.  On-line and digital use of Images:
    1. a)  use Images on web sites, blogs, digital files or e-books, in digital advertising and promotional materials, business presentations which are not intended for sale. Such way of use is permitted without any limitation of dimensions and resolution excepting the ways that permit to extract and copy the licensed Images for use separate and apart from the product;
    2. b)  use Images in digital files for resale (digital templates, web greeting cards, wallpapers, screen savers, calendars and other digital products);
    3. c)  use Images in self-selected direct-mail marketing without any limitations of audience.
  2. 3.1.2.  Use in printed publications and materials:
    1. d)  use Images for promotional and advertising purposes in magazines, newspapersand books (including it s covers) without of any restrictions of total circulation/pressrun and reprints;
    2. e)  use Images for editorial purposes in magazines, newspapers and books (includingits covers) without any limitations of a total circulation/press run and reprints witha credit line that reads «PressFoto/ Image ID/ Contributor»;
    3. f)  use Images in calendars, greeting cards and postcards and any other souvenirproducts for resale;
      1. g)  use Images in outdoor advertising including advertising in public transport or to create a design of any outside objects or property including vehicles, pavilions and exhibition halls, movable sales outlets;
      2. h)  use Images in design of package of commercial goods without any quantity restrictions of items.

      3.1.3. Use in video, films, motion pictures, movies:
      i) use Images in video, video presentations, reportages and movies irrespective of the

      dimensions of the audience or the mode of broadcasting including but not limited to:

      • broadcast Images (the broadcasting rights), i.e. the right to make the Images available to the public within the framework of the type of license as stipulated above, as often as desired, by means of all technical processes (e.g. analogous, digital , high definition, incl. DVB-T, -C, -S, and – H), through transmissions such as radio or television transmission, wire transmission, Hertzian waves, laser, microwaves etc, or similar technical equipment, irrespective of whether the transmission is effected through terrestrial transmission equipment, cable TV (also through telephone networks), including re-transmission by cable, satellites, including direct satellites (DBS), other data or telephone cables or networks such as ISDN, DSL, GSM, UMTS, radio links systems, power lines etc., or other technical equipment, or through a combination of the stipulated ways of transmission;
      • use Images in theatre performances and cinema direction (the theatre rights or showing/cinema rights), i.e. the right to exploit the Images for public showing – live, if applicable – in film theatres and other suitable locations (such as hospitals, residential homes, schools, vehicles, trains, airplanes, hotels etc. or in public locations such as streets, stations, airport, drive-in cinemas etc.). The showing may be against payment or free of charge, using all suitable processes/techniques (including digital and electro-magnetic systems), and in all formats (e.g. 70, 35, 16, 8 and super 8 mm), and on image/sound/data carriers of all kinds;
      • be a copyright holder of videos (except for goods for a sale), created and cut with use of Images, that means to use these footages after being edited, modified or improved, as of accompanied with original music and sound tracks , to distribute these art works for payment or free of charge by using all possible technical analog or digital means;
      • rights to create video grammes, i.e. the right to utilize the Images by means of copying and disseminating them on all types of analogous and digital image/sound/data carriers. The rights to videogrammes in particular comprise all storage media (image/sound carriers) of all kinds (CDs, DVDs, etc.);
      • the exhibition rights, i.e. the right to publicly show and/or utilize the Images, whether entirely or in part, without modifications or in an edited, modified or enhanced form, during exhibitions, (sales) shows and similar events;
      • use Images as a part of caption cards or other permanent element of serial TV production (TV shows, broadcasts and TV series).Prohibited use. Licensee may not:
      1. 3.2.1.  Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute for profit orfree of charge the Images as a standalone digital file to third parts.
      2. 3.2.2.  Display the Images as a stand-alone digital file at the network server, use or display the Images in an electronic format that enables it to be downloaded, distributed or shared in

        any peer-to-peer or similar file sharing arrangement, or incorporate the Images in any product in the way that permits the recipient to extract the licensed Images for separate use and apart from the product and free of charge.

        1. 3.2.3.  Use any of the Images as a part of trade-mark of goods and services, design-mark, trade- name, business name, service mark, logo or any other signs of differentiation, protected by law.
        2. 3.2.4.  Use Images in such context that can harm PressFoto’s or Contributor’s reputation or reputation of models depicted on photo or video including but not limited to the scenes of moral or physical disease, pornography, acts of violence, alcohol abuse, smoking, mental or physical inferiority, war, fascism, racial, nationality or religious hatred, criminal activity, sexual preferences or in other materials that violates common rules of moral.
        3. 3.2.5.  Use Images in unauthorized direct mail and communications (spamming) and links attached to such e-mails.
        4. 3.2.6.  Use Images by means that results in decompiling, distortion or other disturbance of source code that the Images contains.

        In case of any doubts in selecting the type of license the Licensee agrees to contact pixlagoon in order to get all necessary explanations at support@pixlagoon.com.

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