RIGHTS MANAGED (RM) LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) AND TU IMAGES. BY ACCEPTING AND USING THE IMAGES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
1.1 “Images” means all types of photographic images, digital images and all other visual images.
1.2 “Invoice” means the agreement provided by TU IMAGES, the permitted scope of use of the Images selected and any limitations on the use of the Images and the license fee that corresponds to the use. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.3 "Reproduction" means any form of copying or publication of the whole or part of any Image(s) by any other means. It includes any distortion or manipulation of the whole or part of the image(s).
2. GRANT OF RIGHTS
2.1 You are granted to a non-exclusive (unless otherwise stated on invoice), non- sublicensable and non-assignable right to reproduce the Image(s) solely in the manner and for the purposes specified in the Invoice.
2.2 This right may be exercised by your clients, provided that such clients agree to comply with all the Terms. When exercising this right you must ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Image(s).
2.5 All rights not specifically granted to you are reserved. You must obtain an additional license for any expanded use of the images(s)
3. PERMITTED USAGE
3.1 You may alter, crop, manipulate and create derivative works from the Image(s) within the the license scope, you must ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Image(s).
3.2 Use of the Image(s) is strictly limited to the use, medium, period of time, print run, placement, size of licensed material, territory and any other restrictions specified in the Invoice. Unless otherwise specified in the Invoice, you may only use the Image within a single design or placement.
3.3 You may alter, crop, modify or adapt the Images, please ensure the notice of TU IMAGES's copyright and any image identifying information embedded with the digital file is retained with the file.
4. RESTRICTIONS ON USE
4.1 You may not sublicense, sell, assign, convey or transfer any of its rights under this Agreement.
4.2 You may not distribute or include the Images in an electronic template intended to be used by third parties on electronic or printed products, where the purpose is to create reproductions of website designs, presentation templates, electronic greeting cards, business cards, or any other electronic or printed matter.
4.3 Sell, license or distribute its final product in such a way that permits Licensee's end users to extract or access the Images as a stand-alone file.
4.4 Incorporate the Images into a logo, trademark or service mark.
4.5 Distribute or upload the Image(s) online in a downloadable format or enable it to be distributed via any kind of service and media.
4.6 Use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
4.7 You must not use the image(s) as references for any derivative works (such as drawings) without purchasing proper license.
4.8 Use any of the Images in any manner prohibited by any export laws, restrictions or regulations.
5. WARRANTY AND DISCLAIMERS
TU IMAGES 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)).
6. RELEASE / CAPTIONS
TU IMAGES 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 TU IMAGES website, in the Invoice or by other means. If no such notification is given, then no such model or property release has been obtained. TU IMAGES grants no rights and makes no warranties 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. TU IMAGES used commercially reasonable efforts to identify the caption for each Image, but cannot be held responsible for erroneous or incomplete caption information.
7. GENERAL DISCLAIMERS AND LIMITATION OF LIABILITY:
7.1 TU IMAGES makes no other warranties, express or implied, regarding the images, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. TU IMAGES shall not be liable to you or any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, cost or losses arising out of Licensee's use of the images or otherwise, even if TU IMAGES has been advised of the possibility of such damages, costs or losses.
7.2 TU IMAGES 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).
7.3 The representations and the warranties made by TU IMAGES in this agreement apply only to the image(s) as delivered by TU IMAGES and will be invalid if the image(s) is used by Licensee in any manner not specifically authorized in this agreement or if Licensee is otherwise in breach of this agreement.
If you have concerns relating to this Agreement, please contact TU IMAGES at firstname.lastname@example.org.
9. License cancellation
Provided you have not used the images, you may cancel the license within 10 days for a full refund, from the date of the invoice. Please contact by email at email@example.com.