Usage Licence Agreement – Granger Images

 

Service Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("USER") AND THE GRANGER COLLECTION ("COMPANY"). BY USING THE SERVICE AND BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

 

1. Definitions.

"Images" means all types of visual content, 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.

"Invoice" means the agreement provided by COMPANY or an authorized distributor that includes among other terms, the permitted scope of use of the Images selected, any limitations on the access and use of the Images and the fee that corresponds to the service provided. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

2. Service.

Unless stated otherwise in the Invoice, COMPANY only grants access to the digital file representing Images in its archive (the "Service"). Unless otherwise indicated in writing associated with the Images, COMPANY is not the copyright owner of the Images and no model releases are available. Provided User obtains any additional permissions that may be necessary for the intended use, User may use the Images accessed through the Service, on a non-exclusive, non-assignable basis and may reproduce, display, broadcast, transmit, or create a derivative work (collectively "use") of the Images selected, solely to the extent the use is explicitly stated in the Agreement. Images may be cropped for placement purposes, provided that the editorial integrity of the Image is not compromised, but shall not otherwise be rotated, altered, changed or manipulated, colored, or combined with other Images without COMPANY'S prior written permission.

If the User is using the Service on behalf of a client, it may permit the client to use the Images under the terms of this Invoice, granted, provided the client or any subcontractor or employee agrees to use the Images as limited in the Invoice and agrees to be bound by the terms of the Agreement. Notwithstanding the foregoing, User and any client remain jointly and severally liable and responsible for all uses. No ownership in any Image shall transfer to User. User shall defend, indemnify and hold COMPANY harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Image(s) by User.

3. Restrictions as To Use.

The use of the Images is strictly limited to the use, medium, period of time, print run, placement, size of Image, territory and any other restrictions specified in the Invoice. User may not use nor permit the use of the Images beyond the terms of the Invoice without first obtaining an additional Service Fee.

 

The Images accompanying the posted digital delivery memo or supplied on the Web Site may not be copied, scanned, duplicated, used in presentations, rendered from, televised, projected, posted on websites, or reproduced in any manner without written permission and payment for such use.

User may not use any Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.

User may not incorporate the Image in any logo, trademark or service mark.

User may not make the Images available in any medium in a manner intended to allow or invite a third party to download, extract or access the Images as a standalone file.

User may not republish or transmit any Images to any database or to a network, social networking site or bulletin board or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized user, without prior written consent from COMPANY.

Unless otherwise expressly requested, Image(s) may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Image(s) on mobile devices.

User may not use the Images contrary to any restriction provided to User as part of its Service prior to or at the time the Image is delivered to User. Restrictions may be provided with the Image information in the metadata; located on COMPANY'S or any authorized distributor's website or otherwise communicated.

4. Editorial Credit.

The archive credit line provided by COMPANY must appear adjacent to the Image or as otherwise indicated by Company as the source of the Service.

OMISSION OF THE REQUIRED CREDIT LINE: For any inadvertent or willful omission of the mandatory adjacent credit line the user shall pay an omission surcharge equal to twice the usage fee stated on COMPANY invoice. The publisher of a printed work, however, may elect without surcharge to display the required credit line on an acknowledgment page provided that all illustrations in the work are so credited equally without special favor and that all picture credits are listed in page by page sequence.

5. No Releases/Captions.

COMPANY 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. User shall be solely responsible for determining whether a release is required in connection with any proposed use of such Image(s). COMPANY used commercially reasonable efforts to identify the caption for each Image, but cannot be held responsible for erroneous or incomplete caption information.

6. Termination and Revocation.

COMPANY reserves the right to automatically terminate or revoke the use provided contained in this Agreement and invoice without notice if You or your client fails to comply with any provision of this Agreement. Upon termination, You or your client must immediately stop using the Images, delete the Images and all copies from all magnetic media and destroy all other copies. COMPANY reserves the right to discontinue the use of any Images for any reason and elect to replace any Image with an alternate Image. Upon notice of any discontinuance of the use of a particular Image, You, your employer and its client, if applicable, agree not to use the Image(s) in the future.

 

7. Electronic Storage.

For all Image(s) that User takes delivery of in electronic form, User must retain the name of COMPANY and the Image number, all metadata or other identification number associated with the Image(s) may be included as part of the electronic file. User will take all reasonable measures to safeguard against unauthorized third-party access to the Image(s).

Storage of a high-resolution Image is permitted only if that Image has been paid for and used as stipulated in Company's invoice/usage license. User may make one (1) high-resolution backup copy of the Image(s) for security reasons only. All high-resolution Images that were provided for possible use but not paid for and published may be retained and stored only as low-resolution Images (a maximum of 600 pixels on the longest side) for future reference.

All Images downloaded from this web site, including thumbnails, previews and high resolution Images, must be deleted within one month of the completion of the project that they were considered for. User shall ensure that any client authorized to use the Images deletes the Image(s) within this time as well.

8. Payment Terms and Cancellation Policy.

Usage fees are quoted in U.S. dollars on the user's detailed advice of the specific use intended. All usage fees are payable in U.S. dollars and due on acceptance of Image for use. No usage rights are licensed until the full invoice charge has been paid.

Granger does not offer any royalty-free Images.

Time is of the essence in the performance by User of its obligations for payments. Payment of the Invoice is to be net thirty (30) days. Any claims for adjustment or rejection of terms must be made to COMPANY within thirty (30) days after the date of invoice. On unpaid invoices, interest will accrue at 1.5% per month (annual rate of 18%) after thirty (30) days.

 

Cancellation Policy: A $50 cancellation fee is charged for each Image if the rights granted in our invoice/usage license are canceled within ten (10) days of the invoice date. A cancellation fee equal to fifty percent (50%) of the invoice amount will be charged for all cancellations received more than ten (10) but less than thirty (30) days after the invoice date. NO CANCELLATIONS FOR ANY REASON WILL BE ACCEPTED AFTER THIRTY (30) DAYS FROM THE DATE OF OUR INVOICE/USAGE LICENSE, AND THE FULL AMOUNT WILL BE DUE. For any cancellations, you must also pay the full service charge, production fee, processing and handling fee, and shipping fee. No license to use the Image will be granted upon cancellation; all cancellations are final.

9. Warranty and Disclaimers.

COMPANY warrants that it owns the Images and the right to enter into and perform this Agreement; and that the Image(s) will be free from defects in material and workmanship for 30 days from delivery (User's sole and exclusive remedy for a breach of this warranty being the replacement of the Images).

General Disclaimers and Limitation of Liability

COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL NOT BE LIABLE TO USER 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 USER'S USE OF THE IMAGES OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

 

COMPANY'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH USER'S USE OF OR INABILITY TO USE THE IMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE SERVICE FEE PAID BY THE USER FOR THE IMAGE(S).

THE REPRESENTATIONS AND WARRANTIES MADE BY COMPANY IN THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY COMPANY AND WILL BE INVALID IF THE IMAGE(S) IS USED BY USER IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF USER IS OTHERWISE IN BREACH OF THIS AGREEMENT.

YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.

10. Miscellaneous.

Notification of Access Misuse. User may not share, trade or disclose its password to any third party or permit access to the Service and shall immediately notify COMPANY if it becomes aware or suspects that any third party that has gained access to the Service through User's password is wrongfully using the Service or Images.

Jurisdiction and Attorney's Fee. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of New York. If User 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, expressly agrees that any dispute regarding this contract shall be adjudicated within the United States in the manner described here. User agrees to be subject to the jurisdiction of the New York State Supreme Court located in New York County or in Federal Court of the Southern District of New York. If COMPANY 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 User.

No Assignment. This Agreement is not assignable or transferable on the part of User.

No Waiver. No action of COMPANY, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of COMPANY in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.

Entire Agreement: This Agreement and the Invoice contains all the terms of the agreement between COMPANY and User and no term or conditions may be added or deleted unless made in writing and signed by 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 User, the terms of this Agreement shall govern.

 

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