Mint Images (the “Licensor”) and the customer identified on the relevant licence confirmation (the “Licensee”) are the parties to this proposed Licence Agreement, subject to confirmation of the Licensor’s exact legal identity and acceptance of these terms.
Imageselect may act as an authorised distributor of Mint Images only to the extent expressly permitted under its distribution arrangements with Mint Images. In that capacity, Imageselect may facilitate licensing, sales, invoicing, collection of payments and customer support on behalf of the Licensor.
Unless separately agreed in writing, the rights to use the licensed Images are granted by the Licensor to the Licensee, not by Imageselect. Imageselect does not become a party to this Licence Agreement merely by performing distribution or administrative services.
“Images” means photographs or other visual content expressly identified in the applicable quotation, order confirmation or invoice. “Licence Confirmation” means the document issued or approved by the Licensor or its authorised distributor stating the relevant Images and permitted uses. “Licensed Use” means the uses expressly permitted by that document.
Subject to payment of applicable fees and compliance with this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable right to use the Images solely for the Licensed Use.
The licence model, medium, purpose, territory, duration, number of users, print run, placement and any other material restrictions shall be those expressly specified in the Licence Confirmation. No right is granted by implication. Any additional or substantially different use requires prior written authorisation and may involve additional fees.
Copyright, ownership and all rights not expressly granted remain with the Licensor and/or the relevant photographers or other rights holders. The purchase of an Image licence is not a purchase of copyright or ownership of the original digital file.
The Licensee may make technical reproductions reasonably necessary to produce the authorised final work. Any access by employees, contractors, agencies or end clients is permitted only insofar as expressly covered by the Licence Confirmation and under safeguards preventing independent reuse.
The Licensee is responsible for ensuring that persons given access comply with the restrictions applicable to the Images. No third party receives a separate licence merely by obtaining a copy of an Image.
Unless specifically authorised in writing, the Licensee must not resell, sublicense, redistribute or otherwise make an Image available as a standalone asset; include it in a downloadable image library or reusable template; or permit extraction from the final work.
Images must not be used unlawfully, deceptively, or in a defamatory or misleading context. Editorial-only Images must not be used for advertising, endorsement or promotion unless specifically cleared. No use for AI model training, facial recognition datasets or biometric profiling is permitted without express written permission.
The presence of a person, building, brand, artwork or private property in an Image does not itself establish that all model releases, property releases or other permissions exist. The Licensee must verify whether releases or clearances are required for the intended use.
Use of an Image in a sensitive context, or in a way implying endorsement, must be specifically cleared where required by the Licence Confirmation or applicable law.
Cropping, formatting and other customary adjustments are allowed only to the extent compatible with the Licensed Use and applicable moral rights. Alterations must not materially misrepresent an editorial subject or falsely attribute the resulting work to the photographer or Licensor.
The Licensee must include the photographer and agency credit when required by the Licence Confirmation or applicable law. The required wording, location and form of the credit shall be as expressly communicated for the particular Image.
The applicable licence fee, payment terms, taxes and any cancellation or refund arrangements shall be as stated in the quotation, invoice or separately agreed commercial terms. No cancellation or refund right is created by this draft beyond mandatory applicable law and the agreed terms.
The Licensor’s warranties, any indemnity, exclusions and any limits of liability must be confirmed in the final agreement approved by Mint Images. This concept does not purport to make warranties or assume financial obligations on behalf of Mint Images.
Nothing in this draft excludes a liability that cannot lawfully be excluded.
The licence may be terminated for a material breach in accordance with the final terms approved by the Licensor. Following valid termination or expiry of the Licensed Use, the Licensee must cease any further unauthorised use and deal with stored Image files as directed by the applicable licence terms and mandatory law.
The governing law, jurisdiction and dispute resolution mechanism are to be agreed with and confirmed by Mint Images. This draft intentionally does not assign a legal jurisdiction that has not been verified.
If an Image-specific Licence Confirmation provides more specific rights or restrictions than these general terms, that confirmation governs those matters. Additional terms must be approved by the Licensor or its duly authorised distributor.
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