DIOMEDIA Royalty Free End User Licence Agreement
TERMS AND CONDITIONS OF USE OF ROYALTY FREE IMAGES
THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE PROVIDER(S) OF THE IMAGE(S) YOU HAVE SELECTED AND DIOMEDIA, ("DIOMEDIA"). DIOMEDIA has been appointed as agent by its PROVIDERS to grant this License. DIOMEDIA provides a broker service for its PROVIDERS.
READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU DOWNLOAD ANY IMAGE. BY DOWNLOADING THE IMAGE YOU HAVE SELECTED FROM THIS WEBSITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE IMAGE USAGE SPECIFICATIONS LISTED HEREIN. IF YOU DO NOT AGREE, CLICK ON THE "QUIT" BUTTON TO DECLINE THIS AGREEMENT.
DIOMEDIA is a trading name of Diosphere Ltd. United Kingdom registered and based company.
"Terms" means the terms and conditions set out in this agreement and includes the terms of the License Confirmation Form(s)
"PROVIDER" means the Copyright Owner(s) of the Image(s) or their agent(s) who have submitted the Image(s) to DIOMEDIA
"Copyright Owner" means the person who is represented as owning the copyright in any.
" DIOMEDIA " means DIOMEDIA, the trading name of Diosphere Limited, United Kingdom registered and based company.
"Image(s)" means the Image you have selected which is/are the subject of the License Confirmation Form
"License to Use" means the non-exclusive non-sublicensable right DIOMEDIA, on behalf of the PROVIDER, grants to you or your employer (if you are licensing on behalf of your employer) to use the Image(s) you have selected
"License Confirmation Form" is the section of this agreement which grants you limited Reproduction rights over the Image(s) to which it refers
"Reproduction" includes any form of copying or publication of the whole or part of any Image whether by printing, slide projection, electronic, digital or mechanical means, use as a reference by an artist or in an artist's illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of the Image (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting Image may not appear to a reasonable person to be derived from the original Image
"Release" means a Model Release, property Release or any other release of a third party right which it is necessary or desirable to obtain in respect of the Image
"License Fee" means any sum or sums actually received by DIOMEDIA from you in consideration of the License to Use
- Contracting parties
The parties to this contract are DIOMEDIA, the PROVIDER and you. 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. SHOULD YOU CEASE WORKING FOR YOUR EMPLOYER, YOUR EMPLOYER MAY CONTINUE TO OPERATE UNDER THIS AGREEMENT AND YOUR RIGHTS UNDER THIS AGREEMENT WILL BE TERMINATED.
- License Confirmation Form
The License Confirmation Form(s) is/are as selected by you above on this website.
- Grant of License
(i) DIOMEDIA, on behalf of the PROVIDER, grants to you the right to use the Image(s) on a worldwide and perpetual basis as a part of:
(a) advertising and promotional materials (including packaging); and/or
(b) online or other electronic distribution systems (including web page design) and broadcasts or theatrical exhibitions; and/or
(c) any products or publications (electronic or print); and/or
(d) materials for personal, non-commercial use and test or sample use, including comps and layouts.
(ii) The Image(s) may not be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, the Image(s) 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.
(iii) PORNOGRAPHIC, DEFAMATORY, LIBELOUS OR OTHERWISE UNLAWFUL USE OF THE IMAGE(S) IS STRICTLY PROHIBITED.
- Copyright Issues
No ownership or copyright in any Image shall pass to you by the issue of a License to use with respect to the Image.
- Warranty and Limitation of Liability
DIOMEDIA warrants the digital copy of the Image in the form downloaded by you to be free from defects in material and workmanship for 7 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Image or refund of the Reproduction fee paid by you, at DIOMEDIA 's option.
- Duplication and Storage
(i) The Image(s) shall not be duplicated or electronically retained except for your internal administration purposes.
(ii) If the Image is electronically stored for your internal administration purposes, you must provide the copyright symbol, the name DIOMEDIA and the DIOMEDIA Image identification number as part of the electronic file. In addition, you may only use a single copy of the Image on a single computer. You may only download the Image onto one computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the Image for any purpose. You may not use the Image on any network configuration or similar computer network arrangement.
No Reproduction of the image can occur until payment has been received by DIOMEDIA ANY REPRODUCTION BY YOU PRIOR TO PAYMENT being received by DIOMEDIA CONSTITUTES A breach of this agreement which entitles DIOMEDIA TO RESCIND THIS AGREEMENT AND SEEK DAMAGES FROM YOU AND YOUR EMPLOYER, AS APPLICABLE.
- Unauthorized Use of Images
You agree to indemnify and hold DIOMEDIA and the PROVIDER of the Image(s) harmless against any claim for damages, losses or any costs, including attorneys' fees, arising in any manner whatsoever from the unauthorized use of any Image supplied to you by DIOMEDIA, or for your breach of any of the terms of this agreement.
- License Not Assignable
Reproduction rights granted to you may not be assigned. They are personal to you or your employer.
- Release Information
i) DIOMEDIA gives no representations or warranties whatsoever as to the existence of any Release associated with the Image.
ii) DIOMEDIA gives no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or works of art depicted in the Image.
- License Fee
DIOMEDIA 's fee for your license to reproduce the Image under the terms of the License Confirmation Form depends on the nature of the rights granted. You agree to notify DIOMEDIA in the event that you desire to expand the usage for the Image and pay any additional License Fee.
- License Cancellation - Returns and Refund Policy
You may not cancel the License to Use once you have purchased the Image(s), except in cases of technical deficiency in the image where you must notify DIOMEDIA within 7 days. DIOMEDIA do not refund any license fees, regardless of whether reproduction has occurred or not, except in cases of technical deficiency in the image.
- Interest on Overdue Invoices
IF YOU ARRANGE FOR PAYMENT TERMS DIRECTLY WITH DIOMEDIA AND FAIL TO PAY ANY OF DIOMEDIA 'S INVOICES IN FULL WITHIN 30 DAYS OF THE INVOICE DATE, DIOMEDIA SHALL ADD A SERVICE CHARGE OF ONE PERCENT ( 1 % ) PER MONTH, OR SUCH LESSER SUM AS IS ALLOWED UNDER LAW, ON ANY UNPAID BALANCE.
- Condition of Images
Please make sure that you examine the Image you intend to use for possible defects before sending the Image for Reproduction. DIOMEDIA 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 it's caption or in any way from it's Reproduction.
- Right to Information
DIOMEDIA may at any time thereafter inspect any records, accounts and books relating to the Reproduction of any DIOMEDIA Image to ensure that the Image is being used in accordance with the License to Use granted to you.
ANY AND ALL DISPUTES ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS CONTRACT, INCLUDING, WITHOUT LIMITATION, THE VALIDITY, INTERPRETATION, PERFORMANCE AND BREACH HEREOF, SHALL BE SETTLED BY ARBITRATION IN THE ENGLISH COURTS.
Due to the nature of Internet server provision, downtime and lost transmissions may occur as part of routine maintenance, you are advised to maintain a copy of your account status.
DIOMEDIA Rights-Managed and Editorial images End User Licence Agreement (EULA)
This is a legal agreement between you or your company, firm or other organisation ("Licensee ") and Subsidiary of Diosphere Ltd. ("DIOMEDIA"). DIOMEDIA has been appointed agent by its Contributors to grant this Licence on their behalf.
"Terms" Means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice. The terms contained in the Invoice replace those in this Agreement to the extent of any inconsistency.
"Contributor" Means the owner(s) of the copyright in the Image(s) or their agent(s) who have submitted the Image(s) to DIOMEDIA
"DIOMEDIA" Means Diosphere Ltd t/a DIOMEDIA
"Invoice" Means the computer-generated or pre-printed invoice provided by DIOMEDIA that may include, without limitation, details of the Images selected, any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding price for the Licence. The terms contained in the Invoice shall be incorporated into this Agreement and all references to the Agreement shall include those terms.
"Image(s)" Means the Image(s) you have selected which are identified on the Invoice.
"Licence" Means the non-exclusive (unless otherwise stated in the Invoice) non-sublicensable right DIOMEDIA grants to you to use the Image(s).
"Purchaser" means a person or entity purchasing the license hereunder on behalf of a third party Licensee.
"Reproduction" Includes any form of copying or publication of the whole or part of any Image whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist's illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Image (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting image may not appear to a reasonable person to be derived from the original Image.
"Release" Means a model or property release or any other release of a third party right or other permission which it is necessary or desirable to obtain in respect of any Image.
"Licence Fee" Means any sum or sums payable to DIOMEDIA by Licensee in respect of the Licence.
- Grant of Rights and Restrictions
DIOMEDIA grants Licensee a non-exclusive (unless otherwise stated on invoice), non-sublicensable and non-assignable right to Reproduce the Image(s) solely in the manner and for the purposes set out in the Invoice. This right may be exercised by your clients, provided that such clients agree to comply with all the Terms.
Use of the Image(s) is strictly limited to the use, medium, period of time, print run, placement, size of licensed material, territory and any other restrictions specified in the Invoice. Licensee may utilize the Image in any production process that may be necessary for the intended use specified in the Invoice.
Licensee must not incorporate Images (or any part of them) into a logo, trade mark or service mark.
Unless additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate license agreement, Editorial Licensed Material may not be used for any commercial, promotional, advertising or merchandising use.
Unless otherwise specified in the Invoice Image(s) may not be reproduced more than once within any design, editorial piece, advertisement or other work product.
DIOMEDIA does not warrant the accuracy of the captioning, keywording or any other information associated with the Image(s).
You may not use the Image(s) in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third party intellectual property or privacy rights, whether directly or in context or by juxtaposition with other materials.
Licensee must abide by any restriction on use notified to you by DIOMEDIA before, after or at the time of delivery of the Image(s), either in the information accompanying the Image(s), the Invoice or otherwise.
Licensee may store the Image(s) in a digital library, network configuration or similar arrangement to allow them to be viewed within your organisation and by your clients but you must retain the copyright symbol, the name of DIOMEDIA, the Image(s)' identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Image(s). When Licensee's licence period as set out in the Invoice ends, y Licensee must promptly delete the Image(s) from its computer or other electronic storage system. Any subsequent re-uses of the Image must be agreed with DIOMEDIA in advance of licensing to ensure the Image is available under the rights you require.
The Image(s) may not be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, the Image(s) 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, Licensee's customers may be provided with copies of the Image(s) as an integral part of work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately.
Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that:
Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement
If Licensee disputes Purchaser's power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms
Nothing in this Section 2.11 shall serve to excuse Purchaser's obligation to make payment to DIOMEDIA for the Licensed Material.
- Copyright and Photo Credit
No ownership or copyright in any Image shall pass to Licensee by the issue of the Licence.
Unless otherwise agreed in writing, if any Image is reproduced by Licensee for editorial purposes (i.e. for any non-promotional purpose) Licensee must include the credit line "Photographer's Name, if any /Collection name, if any/DIOMEDIA" ". If a credit line is omitted then an additional fee equal to thirty percent (30%) of the original amount invoiced attributable to the Image in question shall be payable by Licensee.
DIOMEDIA gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image(s).
DIOMEDIA gives no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image.
Licensee must satisfy herself /himself that all Releases as may be required for Reproduction of the Image(s) have been secured. Licensee is solely responsible for obtaining all such Releases and the Licence is conditional in each case on your obtaining them. If Licensee is unsure as to whether any Releases are needed for Image usage, then it is Licensee responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by DIOMEDIA employees or representatives save as set out in this Agreement.
If any Licensed Material (other than Editorial 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: the Licensed Material is being used for illustrative purposes only and any person depicted in the Licensed Material, if any, is a model.
- Licence fee
The Licence Fee depends on the nature of the rights granted. You agree to notify DIOMEDIA in the event that Licensee desires to expand the usage for the Image and pay any additional Licence Fee. Use of an Image in a manner not specifically authorised under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and an infringement of copyright.
- License Cancellation Fees - Returns and Refund Policy
Provided Licensee have not used the Image(s) Licensee may cancel the Licence within 30 days from the date of the Invoice by sending DIOMEDIA an email with notification of the cancellation.
Licensee may cancel the Licence within ten (10) days from the date of the Invoice without charge
If Licensee cancel less than thirty (30) days after the Invoice date, a cancellation fee of fifty (50%) percent of the Invoice will be charged
After thirty (30) days, no cancellations will be accepted and the full amount of the invoice must be paid. Cancelling the Licence revokes a right to publish, reproduce or use the Image(s) in any manner whatsoever.
- Interest on overdue invoices and reasonable recovery costs
Unless otherwise agreed by us in writing, all Invoices are payable by Licensee within 30 days. If Licensee do not make full payment of an Invoice on time we reserve the right to charge interest on the outstanding amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made.
No Reproduction of any Image is authorised until payment in full has been received by DIOMEDIA. Any Reproduction by Licensee or on Licensee's behalf prior to payment being received by DIOMEDIA constitutes a breach of this Agreement which entitles DIOMEDIA immediately to terminate this Agreement and further constitutes an infringement of copyright.
- Warranty and limitation of liability
DIOMEDIA warrants that it has all necessary rights and authority to enter into and perform this Agreement. DIOMEDIA guarantees that should any Image have defects in material or workmanship and these are notified in writing to DIOMEDIA within ten (10) days from the date of delivery of the Image then DIOMEDIA will either replace the Image with another digital copy of the Image free from defect or refund the Licence Fee paid by Licensee to the extent attributable to the defective Image, at DIOMEDIA's option.
DIOMEDIA makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither DIOMEDIA nor its contributors shall be liable to Licensee or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of DIOMEDIA, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if DIOMEDIA has been advised of the possibility of such damages, costs or losses. DIOMEDIA's maximum liability arising out of or in connection with Licensee use of or inability to use the Image (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to five (5) times the value paid by Licensee for the relevant Image.
Licensee agrees to indemnify and hold DIOMEDIA and its Contributors harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from Licensee's unauthorised use of any Image supplied to Licensee by DIOMEDIA, on behalf of the Contributor, or any other breach by Licensee of any of License's obligations under this Agreement.
- Condition of Licensed Material
Licensee should make sure that Licensee examines the Image(s) for possible defects (whether digital or otherwise) before sending the Image(s) for Reproduction. Subject to clause 8.1, DIOMEDIA shall not be liable for any loss or damage suffered by Licensee or any third party arising from any alleged or actual defect in any Image or its caption or in any way from its Reproduction.
Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. Licensee is advised to maintain a copy of Licensee's account status and details of Image(s) purchased.
- Miscellaneous Terms
The Licence will terminate immediately if Licensee enters into voluntary or compulsory liquidation, (b) have a receiver appointed or (c) fail to perform any of Licensee's obligations under the Agreement within 28 days of DIOMEDIA giving Licensee notice to comply. In the event of termination, all rights granted will immediately revert to DIOMEDIA and any further exploitation of any Image shall constitute an infringement of copyright.
No variation of any of these Terms shall be effective unless in writing and signed by DIOMEDIA and Licensee. No action of DIOMEDIA, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that DIOMEDIA waives any specific part of this Agreement, such fact does not mean that any other part is waived. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by Licensee, the terms of this Agreement shall prevail.
This agreement, its validity and effect, shall be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If DIOMEDIA is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, Licensee agree to indemnify DIOMEDIA in respect of all reasonable legal fees and costs incurred by DIOMEDIA in relation thereto.