PLEASE READ THIS AGREEMENT CAREFULLY. THE
FOLLOWING TERMS AND CONDITIONS GOVERN YOUR USE OF ALL IMAGES AVAILABLE FROM
EDITORIAL IMAGE, LLC AND CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND
EDITORIAL IMAGE, LLC. BY ACQUIRING, USING, OR PAYING FOR ANY IMAGES FROM
EDITORIAL IMAGE, LLC YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS
OF THIS AGREEMENT. DO NOT USE OR OBTAIN CONTENT FROM EDITORIAL IMAGE, LLC IF
YOU DO NOT AGREE WITH ANY OF THE APPLICABLE TERMS.
1.Parties:
This Agreement is between Editorial Image, LLC and the “User.” The User is the
person who downloads, publishes, or pays the licensing fee for any image(s)
provided by Editorial Image, LLC. If the User is acquiring, publishing or paying
the licensing fee on behalf of an employer or third party then the User warrants
that the employer or third party has expressly authorized the User to enter into
this Agreement on their behalf binding the employer and/or third party to the
terms of this Agreement.
2.Definitions:
“Content” is any image, provided by Editorial Image, LLC in any format (printed
or electronic). “Agreement” means collectively the terms and conditions (i)
herein; (ii) on any applicable invoice; and (iii) content on any Editorial
Image, LLC web pages applicable to this Agreement all of which are specifically
incorporated herein by this reference. Use of an image for “editorial” purposes
means publishing (in any format print or electronic) Content that is: (i)
newsworthy or of public interest; (ii) used for criticism or comment; or (iii)
used as an illustration in educational material. Editorial use Content may not
be used to endorse or imply endorsement of a product or brand.
3.License
Grant: (a) License is granted upon (i) users compliance with all provisions in
this Agreement and (ii) Editorial Image, LLC’s receipt of full payment of the
amount on the applicable invoice. (b) Use: Any Content provided by Editorial
Image, LLC is non-transferable and may not be sublicensed. Only the User or the
organization the User is currently representing may use the Content. (c) This
license grants permission to use the Content for editorial purposes only (as
defined in number two (2) above). (d) It is the responsibility of the User to
secure all permissions necessary to use the Content.
4.Ownership
and Intellectual Property: Editorial Image, LLC and its Content sources retain
copyright and ownership of any image licensed for publication. License is
limited to the terms of this Agreement unless otherwise stated on the front of
the applicable invoice.
5.WARRANTY:
EDITORIAL IMAGE, LLC MAKES NO WARRANTIES AND WILL NOT BE HELD LIABLE FOR CLAIMS
RELATED TO OR ARISING FROM THE USE OF CONTENT THAT (A) HAS BEEN MODIFIED BY THE
USER OR (B) HAS BEEN COMBINED BY THE USER WITH OTHER CONTENT, PRODUCTS, TEXT, OR
MATERIALS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, EDITORIAL
IMAGE, LLC ON BEHALF OF ITSELF AND ITS CONTENT PROVIDERS, MAKES NO OTHER
WARRANTY REGARDING CONTENT, ITS ONLINE SYSTEMS OR ANY RIGHTS OR LICENSES UNDER
THIS AGREEMENT INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
6.LIMIT
OF LIABILITY: EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR
LIMITED, EDITORIAL IMAGE, LLC SHALL NOT BE LIABLE TO USER OR A THIRD PARTY
CLAIMING THROUGH USER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR USE OF
THE CONTENT.
7.User’s
indemnification of Editorial Image, LLC: User agrees to indemnify, defend and
hold harmless Editorial Image, LLC, its employees, agents, officers, managers
and members and their respective successors against all claims (including,
without limitation, claims by third parties), liability, damages (including
punitive damages), judgments, settlements, costs and expenses (including legal
fees and expenses) arising out of or related to (a) User’s breach of any terms
of the Agreement (including terms, conditions and restrictions identified on the
applicable invoice, (b) User’s use or codification of any Content, or
combination of any Content with text or any other Content, or (c) User’s failure
to obtain from third parties all permissions necessary to use the Content.
8.Releases
and Clearances: User’s ability to access Content does not entitle user to use
that Content. Except as may be specifically stated on the invoice, the rights
Editorial Image, LLC grants user do not include a license to, and Editorial
Image, LLC makes no representation or warranties that it owns or licenses any
rights related to any persons, places, property (real, personal, or any other
kind), or subject matter depicted in any Content. All Content may be subject to
copyrights, trademarks, rights of publicity, moral rights, property rights or
other rights belonging to another party. The user is solely responsible for
determining whether user’s use of any Content requires the consent of any other
party or the license of any additional rights and the user should not rely
solely on the information provided by Editorial Image, LLC. If user is unsure
whether additional rights are needed for user’s use, user is responsible for
consulting with competent legal counsel. No employee or representative of
Editorial Image, LLC may make, and user shall not rely upon, any representations
or warranties other than those stated herein.
9.Unauthorized
Uses: Content may not be used as a trademark, for any pornographic or unlawful
use, to defame any person, or to violate any person’s right to privacy,
publicity or moral rights, or to infringe upon any copyright, trade name or
trademark of any person or entity. User does not acquire any rights (trademark,
copyright, or otherwise) in the Content itself. Unauthorized use constitutes
copyright infringement and a breach of the terms of this Agreement.
10.Payment: User agrees to pay the licensing fees charged to User by
Editorial Image, LLC on the applicable invoice(s).
11.Cancellation/Termination: (a) By user: If user cancels user’s order
within thirty (30) days of the date on the invoice, a cancellation fee equal to
fifty percent (50%) of the amount of the invoice will be charged. After 30
days, no cancellation will be accepted and user must pay the full amount of the
invoice. (b) By Editorial Image, LLC: Editorial Image, LLC may, without further
obligation or any liability to User or any other person or entity, terminate
this Agreement and User’s license to use the Content by written notice. Upon
any termination, cancellation or expiration of this Agreement, neither User nor
any other person or entity covered by the license granted to User under this
Agreement shall have any further right to make any use of the Content.
12.Copies:
At Editorial Image, LLC’s reasonable request, User shall provide to Editorial
Image, LLC one (1) copy of any use made of the Content as authorized by this
Agreement.
13.Storage
of Content: User may store images licensed by Editorial Image, LLC, but may only
use them according to the terms of this Agreement.
14.Protection
of Content: If the Content is published in any electronic format, User shall
use User’s best efforts to protect the Content to ensure that it cannot be
copied.
16.Choice
of Law/Jurisdiction: Any dispute regarding this Agreement shall be governed by
the laws in the State of Texas and parties agree to accept the exclusive
jurisdiction of the state and federal courts located in Austin, TX, regardless
of conflicts of laws. In any dispute between Editorial Image, LLC and User
where Editorial Image, LLC prevails, Editorial Image, LLC shall be entitled to
recover its reasonable attorneys’ fees, legal expert fees, court costs, and
other legal expenses.
17.Confidentiality:
During this Agreement, Editorial Image, LLC may provide User with certain
pricing, technical, marketing and other confidential information. User
acknowledges that such confidential information encompasses valuable trade
secretes and is proprietary to Editorial Image, LLC. User agrees that User will
maintain the confidentiality of any “confidential information” provided to User
by Editorial Image, LLC. “Confidential Information” includes any information
that is either designated as confidential by Editorial Image, LLC or that, under
the circumstances surrounding the disclosure, ought to in good faith be treated
as confidential by the User.
