END USER LICENSE AGREEMENT
ROYALTY-FREE END USER LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND NEWSCOM ("NEWSCOM" or "LICENSOR"). BY ACCEPTING AND USING THE IMAGES AND BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
1.1 This End User License Agreement identifies the conditions under which LICENSEE may use Royalty Free photos, illustrations, footage and other media (RF CONTENT) made available by NEWSCOM through the website www.newscom.com.
1.2 This End User License Agreement and the Terms and Conditions of Use both apply to LICENSEE’S use of the RF CONTENT. In the event of inconsistencies between the End User License Agreement and the Terms and Conditions of Use, the provisions of the present End User License Agreement shall apply.
2.1. Royalty Free Standard License (RFSL)
2.1.1 NEWSCOM grants LICENSEE a non-exclusive RFSL, unlimited as to time and place, to use the content for authorized purposes in accordance with the provisions below.
2.1.2 All other rights to the RF CONTENT including all copyrights, shall remain with NEWSCOM and the author of the RF CONTENT respectively.
(a) As a rule, the RFSL is non-transferable.
(b) Exception: The right to use the content may be transferred only to one single third party if the transfer is made within the scope of the implementation of a customer project, for example by an advertising agency. Repeated use in projects of different Licensee third parties is not permitted. In such a case, another License must be acquired for each new third party.
2.1.4 Right of use:
(a) The RF CONTENT may be used by LICENSEE in any media (such as online use of any kind, social media, print, broadcast, cinema, theatre, CD, DVD, interactive and multimedia use, with the restriction that the RF CONTENT may not be the basis or the main component of the product distributed by the customer or part of any type of template. This restriction applies only for the event that the RF CONTENT is offered within the scope of resale products (retail product means goods which are not free of charge but are offered for sale, such as calendars, posters, postcards, canvas prints, cups, toys, stuffed animals, sporting equipment, household goods, clothing articles, coffee-table books and similar articles; use of images for advertising and sales promotion are covered by this royalty free standard License). A merchandising License must be acquired for such products intended for resale or uses in templates.
2.2. Extended Royalty Free Licenses (ERFL)
2.2.1. In addition to the rights granted in the RFSL, an Extended License may be purchased. The basis of the ERFL remains the rights granted in the RFSL (see 2.1), however, the RFSL rights may be extended according to 2.2.3.
2.2.2 No extended License can be acquired if the RF CONTENT is labelled "only for editorial purposes".
2.2.3. Extended Usage and transfer options:
The following rights may be purchased, according to selected extended rights, as single extended Licenses or as a complete package of extended rights in addition to the rights granted within the scope of the RFSL.
(a) Extended User Group: The license may be transferred to any companies within a group where the license purchasing entity has a controlling share, as well as franchisees, members of group purchasing organizations and cooperatives, as well as members of similar organizations or all companies owned by government authorities (federal, state or municipality).
The transfer of rights of use is also permitted within the scope of press releases if the offer to download RF CONTENT is not freely accessible and is always marked to the effect that the content may only be used in connection with the press release.
(b) Merchandising License: The RF CONTENT may be used by LICENSEE for the manufacturing and distribution of retail goods of any type (any product intended for resale) and expressly including interactive and multimedia products (such as computer games). The content may also be used in an unlimited number of electronic templates for electronic greeting cards or similar cards, for internet applications, mobile apps or screen savers, for PowerPoint or similar presentations as well as templates for web sites, emails or brochures or other electronic or print based templates and sublicensed through the respective templates.
2.3. License for layout images (LFLI)
2.3.1 NEWSCOM grants LICENSEE restricted use of all RF CONTENT, with or without watermarks, for the sole purpose of preparing drafts, sample layouts, and demo presentations in view of the purchase of content.
2.3.2 The LFLI of RF CONTENT may not be used in final printed, published, or manufactured end products without proper advance payment without
2.3.3 LFLI RF CONTENT may not be made accessible to the public, meaning they may not be used on another website, a server with free online access, or a company´s intranet prior to proper advance payment.
The following regulations only apply to LICENSEE of the “Subscription” product (hereinafter: “IMAGE SUBSCRIPTION”)
3.1 An IMAGE SUBSCRIPTION entitles only one individual user to License, to download and to use Content. If the image subscription is acquired by a corporation or any other legal entity, only the person stated at the registration (registered member) shall be entitled.
The NEWSCOM username and password may only be used by the registered subscriber. Each person who would like to have access to the NEWSCOM website must use his/her own user name and password. The IMAGE SUBSCRIPTION can only be used from a single end user device at a time. We reserve the right to monitor accounts and to use means in order to prevent the forwarding of users’ login information.
For access of multiple logins of a corporation or joint use of RF CONTENT NEWSCOM offers a corporate account with special conditions for individual License requirements.
Please contact firstname.lastname@example.org for further information and pricing.
3.2 Using the IMAGE SUBSCRIPTION with third parties (non-subscribers and/or persons within the corporation other than the registered member) by means of digital asset management systems, jointly used storage media or similar for the purpose of joint use or transmission of the RF CONTENT is prohibited. The license obtained through the subscription is, in principle, non-transferable. The only exception from this rule is that content may be transferred to a third party for the purpose of completing a client project, for example by an advertising agency. In this case only the usage right is transferred in the context of the end product (e.g. brochure). The image file may not be transferred. There are also no further usage rights for this client in other contexts. The repeated usage in projects relating to different clients or in other projects of the same client is not permitted. In this case a further license has to be obtained for each client and project. The clauses related to the transferred images apply.
3.3. Stockpiling or otherwise storing of RF CONTENT which is not used within twelve (12) months of the date of the first download of the RF CONTENT or 30 days after the expiry of the IMAGE SUBSCRIPTION is prohibited. If you fail to use an image within this period of twelve (12) months from the first download or 30 days after the expiration of the IMAGE SUBSCRIPTION, you shall lose all rights of use for this image.
3.4 The number of available downloads depends on the product acquired. For the purposes of the present agreement, a day has been defined as a period of twenty-four (24) hours starting with the day at the time of the acquisition of the product. A day starts at midnight in the Eastern Time Zone (EST) and ends at midnight (exactly 24 hours). A month has been defined as one calendar month from the date of purchase of the product.
3.5 Subscriber acknowledges that the majority, but not all of the RF CONTENT of the NEWSCOM website is available in the IMAGE SUBSCRIPTION.
3.6. An IMAGE SUBSCRIPTION is paid monthly in advance. In the event of monthly payment of a multi-month IMAGE SUBSCRIPTION, NEWSCOM reserves the right to block the IMAGE SUBSCRIPTION if payment is not collected when due. If an account becomes disabled due to non-payment, the right to use any content which was downloaded and not paid for shall be void. This shall not affect the subscriber’s obligation to pay. The login shall be reinstated following payment of the outstanding amounts. Upon payment, the rights of use are granted and re-instated retroactively as from the time of the original transfer.
3.7. To ensure that the LICENSEE can use the RF CONTENT without problems, delays or impairments and in order to protect LICENSEE against fraud, Subscriber acknowledges and agrees that NEWSCOM has the sole right: (i) to monitor the use of the IMAGE SUBSCRIPTION by Subscriber and also to monitor the RF CONTENT downloaded by Subscriber; (ii) to mark, block or terminate Subscriber’s account if there is the suspicion that Subscriber is stockpiling the RF CONTENT; (iii) to search for misuse of login data (ID and password) which breaches the present agreement and (iv)to terminate the contract without notice if NEWSCOM gains the impression that a breach of the contract or misuse of the login data exists. In the event of the termination of the contract as a result of a breach of the contract or misuse of the login data, Subscriber shall lose the right to use the IMAGE SUBSCRIPTION and the RF CONTENT. In such a case, Subscriber must without delay delete all the RF CONTENT which it has received within the IMAGE SUBSCRIPTION and has not yet used.
3.8 Stored downloads are accessible as long as Subscriber possesses an active IMAGE SUBSCRIPTION. In the event of an extension, reactivation or re-booking of an IMAGE SUBSCRIPTION, the downloads from previous IMAGE SUBSCRIPTIONs may be used.
4. Uses Not Permitted
The RF CONTENT may not be used:
(a) For pornographic, sexist, defamatory, slanderous or racist images or for depictions offensive to minorities or religious feelings;
(b) In a manner disparaging for the author or the person(s) depicted, or if it can be assumed that the author or the person depicted may not approve of the publication (despite a model release - declaration of release). For clarification: This applies to all images depicting the person in a situation and contexts which may violate such persons personal rights, including sexual acts or implied sexual acts or preferences, use or abuse of drugs, crimes, physical or mental abuse, suffering or political opinions, or any other situation likely to be deemed offensive to any person depicted in the RF CONTENT (for example dating pages, escort services, erotic offers, pornographic offers, pages morally harmful for adolescents, and political portals/promotion). In this event, an express written approval from the person concerned must be obtained. Additional fees will apply.
(c) As trademark, registered design, logo or company symbol or as part thereof;
(d) For inadmissible communication measures, either direct or indirect (for example spamming);
(e) For other acts deemed wrongful according to local law.
5. Transfer of the Rights of Use
5.1 The rights of use are transferred in accordance with the respective License at the time the ordering process is completed.
5.2 The transfer is subject to the condition set forth in the applicable License fee received by NEWSCOM and according to the terms and conditions of the transaction.
5.3 In case of late payment, all rights of use are void. This shall not affect the customer´s obligation to pay.
5.4 Upon payment, the rights of use are re-instated retroactively as from the time of the original transfer.
6. License Fee
6.1 The fee becomes due and payable immediately upon completion of the ordering process. The terms of License fee payment contained in the Terms and Conditions of Use apply.
6.2 If the customer does not publish or utilize the content, NEWSCOM is obligated neither to take the content back nor to refund the License fee.
7. Warranties and Disclaimers
7.1 LICENSEE is responsible for obtaining the approvals required for each use of the RF CONTENT if such approvals have not been obtained by then. This applies in particular to depictions of persons, works of art or architecture, places not accessible to the public or other depictions containing names, firm names, marks, registered designs or copyright-protected works or affecting other proprietary rights of third parties.
7.2 If no Model Release is noted in the metadata of the image, the rights of use are granted without model release. Neither NEWSCOM nor the copyright holder assumes any liability for such use. The LICENSEE shall be responsible for obtaining all necessary releases. NEWSCOM may in certain instances cooperate with the customer in obtaining such releases. Additional fees will apply.
7.3 If no Property or other 3rd Party Release is noted in the metadata of the image, the rights of use are granted without property or other 3rd party release. The LICENSEE shall be responsible for obtaining all necessary releases. Neither NEWSCOM nor the copyright holder assumes any liability for such use. NEWSCOM may in certain instances cooperate with the user in obtaining such releases. Additional fees shall apply.
7.4 Neither NEWSCOM nor the copyright holder is in possession of releases/permits from manufacturers of commercial products (for example motor vehicles, airplanes, packaging material, designer clothing, etc.). It is the sole responsibility of the customer to determine whether a permit from the proprietary right owner is required in connection with utilization of RF CONTENT. The customer is responsible for obtaining all necessary releases.
8. Warranty and Disclaimers.
NEWSCOM warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the Image(s) 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(s)).
General Disclaimers and Limitation of Liability
NEWSCOM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEWSCOM 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 NEWSCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
NEWSCOM''S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'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 LICENSE PAID BY THE LICENSEE FOR THE IMAGE(S).
THE REPRESENTATIONS AND WARRANTIES MADE BY NEWSCOM IN THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY NEWSCOM AND WILL BE INVALID IF THE IMAGE(S) IS (ARE) USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.
NEWSCOM indemnity: provided LICENSEE is not otherwise in breach of this Agreement, and subject to Section 10, as LICENSEE'S sole and exclusive remedy for any breach of the representations and warranties above, NEWSCOM shall defend, indemnify and hold harmless LICENSEE from damages, liabilities, and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that NEWSCOM is in breach of its warranties set forth above. No other indemnification is offered by Licensor under the Agreement
LICENSEE Indemnity: If LICENSEE's use of the Image(s) is not authorized by this Agreement, LICENSEE shall defend, indemnify, and hold NEWSCOM 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 connected with any actual or threatened lawsuit, claim, or legal proceeding relating to the use of such Image(s) by LICENSEE, to the extent that such claim relates to the absence of a release or the LICENSEE's unauthorized use of the Image(s).