END USER LICENSE AGREEMENT

Rights Managed

Royalty Free

RIGHTS-MANAGED 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. Definitions.

"Images" means all types of visual content, including without limitation still photography, graphics, text news stories, motion film, or video and may have an audio component, 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 NEWSCOM or an authorized distributor that includes among other terms, the permitted scope of use of the Images selected, any limitations on the use of the Images and the licensee fee that corresponds to the use. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

2. Grant of Rights.

Unless stated otherwise in the Invoice, NEWSCOM grants to Licensee a one-time, non-exclusive, non-sub-licensable and non-assignable right to reproduce, display, broadcast, transmit, or create a derivative work from (collectively "use") the Images identified in the Invoice solely to the extent the use is explicitly stated in the Agreement. Image(s) licensed for editorial purposes may be cropped for placement purposes, provided that the editorial integrity of the Image is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or manipulated, or combined with other Image(s) without NEWSCOM'S prior written permission.

If Licensee is obtaining rights on behalf of a client, it may permit the client to exercise the rights granted, provided the client or any subcontractor or employee agrees to use the Image(s) as limited in the Invoice and agrees to be bound by the terms of the Agreement. Notwithstanding the foregoing, Licensee and client remain jointly and severally liable and responsible for all uses. No ownership or copyright in any Image shall transfer to Licensee by the grant of the license contained in this Agreement or Invoice. All rights not expressly granted to the Licensee are reserved to NEWSCOM and the copyright holder.

3. Restrictions As To Use.

The use of the licensed Image(s) 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. Licensee may not use nor permit the use of the licensed Image(s) beyond the terms of the limited license Agreement without first obtaining an additional license, including any electronic reproduction or promotional rights.

Licensee 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.

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

Licensee may not make the Image(s) available in any medium in a manner intended to allow or invite a third party to download, extract, or access the Image(s) as a standalone file.

Licensee may not archive, republish, or transmit any images on any database or to a 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 users, without prior written consent from NEWSCOM.

Unless otherwise expressly licensed, 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.

Licensee may not use the Image(s) contrary to any restriction on use provided to Licensee prior to or at the time the Image is delivered to Licensee. Restrictions may be provided with the Image information located on NEWSCOM'S or any authorized distributor''s website or otherwise communicated.

Licensee may not use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

Newscom reserves the right to withdraw any image from its library at any time at its sole discretion and agrees to extend its best efforts to notify Licensee of such removal. Upon notification by Newscom of the withdrawal of an image from Newscom''s library, Licensee agrees to extend its best efforts to remove the withdrawn image received from Newscom from any and all of Licensee''s print media in which the withdrawn image was included so long as notice is provided by Newscom prior to printing. Licensee further agrees to extend its best efforts to immediately remove the withdrawn image from all electronically distributed media and to destroy all electronic and physical copies of withdrawn images. Newscom agrees to credit Licensee an amount equal to the license fee paid by Licensee to Newscom for the withdrawn image if the image is withdrawn prior to publication.
Newscom reserves the right to charge an annual content access fee not to exceed $250 per year as well as download fees, which fees may be waived at the exclusive discretion of Newscom management.

Licensee may only use "free" content in context. Any other use must be pre-approved by contacting the appropriate party listed in the data supplied with the image.

4. Sensitive Use Disclaimer.

Licensee may not use the Images in any manner that would be deemed offensive to the model. Offensive uses include but are not limited to the use of an Image that involves or implies illegal activities, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence, or impotence.

If any Image featuring a model is used in:

(i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or

(ii) in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a conspicuous statement that indicates that the person so pictured is a model and the Image is used for illustrative purposes only.

5. Editorial Credit.

If any Image is used in an editorial manner, the credit line, "[Photographer's name]/SOURCE/NEWSCOM", must appear adjacent to the Image or as otherwise indicated by NEWSCOM. If the Image consist of footage or audiovisual material, credit shall be provided, in equal size and comparable placement to credit(s) accorded to licensors of other similar content, substantially in the form "[Footage] [Imagery] supplied by [Collection Name]/NEWSCOM".

If Licensee omits the credit, an additional fee equal to two (2) times the original amount invoiced shall be payable by Licensee at NEWSCOM''S discretion. The foregoing fee shall be in addition to any other rights or remedies that NEWSCOM may have at law or in equity.

6. Releases/Captions.

NEWSCOM will notify Licensee if it has obtained a model release and/or a property release for Image(s), either in the release status information accompanying the Image(s) on NEWSCOM's website, in the Invoice or by other means. If no such notification is given, then no such model or property release has been obtained. NEWSCOM 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(s). 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(s). Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness, or property being used for commercial purposes without their consent. NEWSCOM uses commercially reasonable efforts to identify the caption for each Image, but cannot be held responsible for erroneous or incomplete caption information.

7. Termination and Revocation.

NEWSCOM 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. Upon termination, Licensee and its client must immediately stop using the Image(s), delete the Image(s) and all copies from all magnetic or other media, and destroy all other copies. NEWSCOM reserves the right to discontinue the use of any Image(s) for any reason and elect to replace the Image(s) with an alternate Image(s). Upon notice of any discontinuance of the use of a particular Image, Licensee, its employer and its client, if applicable, agree not to use the Image(s) in the future.

8. Electronic Storage.

For all Image(s) that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of NEWSCOM and the image number. All metadata or other identification number associated with the Image(s) may be included as part of the electronic file. Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the Image(s). Licensee may make one (1) high-resolution backup copy of the Image(s) for security reasons only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Image(s) from its computer or other electronic storage systems and shall ensure that any client authorized to use the Images deletes the Image(s) as well.

9. Payment Terms and Cancellation Policy.

Time is of the essence in the performance by Licensee 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 NEWSCOM within ten (10) days after receipt of invoice.

Cancellation Policy:

Licensee agrees that downloading of Content constitutes Licensee''s agreement to comply with the terms of this Agreement and an obligation to pay the license fees as presented with the Content at the time of download. Any image downloaded in error or downloaded and not used must be reported to NEWSCOM within 10 days of download in order for credit to be issued.

Unless subject to a separate agreement from NEWSCOM, Licensee may close its Newscom account at any time. Licensee will be responsible for any and all outstanding fees due at the time of termination and will remit the full amount due within 30 days of termination date.

NEWSCOM may, at its discretion, discontinue or suspend Service to Licensee for any reason with no advance notice.

10. 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.

11. Indemnity

Licensor 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, Licensor 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).

12. Unauthorized Use.

Any use of Image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling NEWSCOM to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to NEWSCOM'S other remedies under this Agreement, NEWSCOM reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times NEWSCOM normal license fee for use of the Image(s).

13. Miscellaneous.

Notification of Misuse Licensee will immediately notify NEWSCOM if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Image(s), in whole or in part, or is violating any of NEWSCOM' intellectual property rights, including, but not limited to, trademarks and copyrights.

Audit and Compliance Upon reasonable notice, Licensee shall provide sample copies of Images as used by Licensee. In addition, upon reasonable notice, NEWSCOM may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Image(s) in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to NEWSCOM of 20 percent or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying NEWSCOM the amount of such underpayment, Licensee shall also reimburse NEWSCOM for the costs of conducting such audit. Where NEWSCOM reasonably believes that Image(s) are being used outside of the scope of the license granted under this Agreement, Licensee shall, at NEWSCOM' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by NEWSCOM.

Jurisdiction and Attorney's Fee Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this Agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Salt Lake City, Utah, USA, pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of Utah. If Licensee is an agent for or an employee of a non-U.S. NEWSCOM agency but operates in a place of business in the United States or its territories, he/she expressly agrees that any dispute regarding this contract shall be adjudicated within the United States in the manner described above. Copyright claims shall be brought in the Federal Court having jurisdiction.

If NEWSCOM 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 Licensee.

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

No Waiver No action of NEWSCOM, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of NEWSCOM 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 shall 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 NEWSCOM and Licensee and no term or conditions may be added or deleted unless made in writing and signed by authorized representatives of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any license order or other writing sent by Licensee, the terms of this Agreement shall govern.

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. Introduction

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. Licenses

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.

2.1.3 Transfer:
(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.

3. Subscriptions

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 sales@newscom.com  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.

 

9. Indemnity

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).