Royalty Free License Agreement Royalty Free and Image Use Agreement

Last Updated April 2016


1. Definitions. In this Agreement the following definitions apply:

1.1 "Invoice" means the computer-generated or pre-printed standard form invoice provided by and Jalma Trading that shall include, without limitation, the and Jalma Trading licensing company, the Licensed Material selected and the corresponding price for the license of such Licensed Material ("License Fee"). The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.2 "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any copies thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by and Jalma Trading under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.

1.3 "Licensee" means the entity purchasing a license hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.

1.4 "Licensee Work" means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.

1.5 "Purchaser" means the entity purchasing the license hereunder on behalf of a third-party Licensee.

1.6 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.

1.7 "User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilizing the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:

2.1 and Jalma Trading grants to Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide right to download a copy of the purchased items.

2.2 LICENSEE IS GRANTED A ONE (1) PERSON SEAT LICENSE FOR USE OF THE LICENSED MATERIAL FOR EACH USER SEAT PURCHASED. THIS IS NOT A SIMULTANEOUS USE LICENSE. ONLY ONE (1) USER MAY USE LICENSED MATERIAL, AS APPLICABLE. EACH USER SHALL BE REQUIRED TO HAVE A SEAT LICENSE. SEAT LICENSES SHALL BE REQUIRED FOR ANY ADDITIONAL "USER(S)". A User may not download Licensed Material and share such Licensed Material with a non-User or act as a designated downloader who shares Licensed Material with non-Users. Licensee must purchase additional seat licenses if there are more than one (1) User before such additional use begins.

2.3 Following expiration of the Term, Licensee may continue to use any Licensed Material incorporated into a Licensee Work during the Term in the same Licensee Work in accordance with the terms of this Agreement. If the individual entering into this Agreement is an agent entering into this Agreement, accessing the subscription and using the Licensed Material on behalf of a single client, this continued use may be exercised by the client and such individual solely to the extent the individual who entered into this Agreement is doing work authorized by and on behalf of that client.

2.4 Licensee may have the Licensed Material Reproduced by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the provisions of this Agreement.

2.5 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, so long as there is no more than one (1) User.

3. Restrictions.

3.1 Licensee may not share or disclose any password to any other user or third party other than as specifically provided for herein and Licensee agrees to hold all passwords for any subscription in the strictest of confidence. If Licensee breaches any provision of this section, and Jalma Trading shall be entitled to (i) terminate this Agreement immediately, (ii) retain all payments paid pursuant to this Agreement and, (iii) seek any legal or equitable remedies.

3.2 Licensee may not download more than the permitted number of downloads of Licensed Material authorized under the subscription plan purchased by Licensee. Licensee shall not stockpile, download, or otherwise store Licensed Material not used during the Term for future use. and Jalma Trading may (a) monitor, as frequently as and Jalma Trading determines, anything Licensee downloads from the and Jalma Trading  Web site, (b) track any abuse of Licensee's username(s) and password(s), (c) suspend or terminate Licensee's and Jalma Trading subscription, without notice, if and Jalma Trading believes to be there is a violation of this Agreement and/or any abuse or sharing of Licensee's username and password.

3.3 Licensee may not: (i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than authorized Users; or (ii) make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.

3.4 Licensee may not, without obtaining the prior written consent of and Jalma Trading and the payment of additional License Fees: (i) use the Licensed Material in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit: (ii) include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products; (iii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items; (iv) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this Agreement; (v) reproduce the Licensed Material, or an element of the Licensed Material, in excess of 500,000 times without purchasing an extended license from and Jalma Trading; (vi) display the Licensed Material in any digital format or for any digital use at a resolution greater than 72 dpi, except in editorial or preliminary design work; (vii) use or display the Licensed Material in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement; (viii) use or display the Licensed Material in an electronic document, program or file that may be downloaded or distributed to multiple recipients without purchasing an extended license from and Jalma Trading.

3.5 To the extent that source code is contained within the Licensed Material, Licensee may not reverse engineer, decompile, or disassemble any part of such source code.

3.6 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material, nor may it make the Licensed Material available in the form of fine art prints.

3.7 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of and Jalma Trading.

3.8 If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.

3.9 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.

3.10 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, and Jalma Trading does not warrant the accuracy of such information.

3.11 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.11 shall excuse Purchaser's obligation to make payment to and Jalma Trading of the License Fee.

3.12 If the Licensed Material is Reproduced on a website, Licensee shall post terms and conditions on the website that include restrictions on downloading the Licensed Material for purposes other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.

3.13 If the Licensed Material is Reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform or website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement, and (ii) in such event, upon Vital Imagery Ltd.’ request, Licensee shall remove any Licensed Material from such platform or website.

4. Credit and Intellectual Property.

4.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, and Jalma Trading grants Licensee no right or license, express or implied, to the Licensed Material.

4.2 Trademarks. In connection with the use of " and Jalma Trading" or any other of and Jalma Trading or its partners' trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of and Jalma Trading or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of and Jalma Trading Marks.

4.3 Photo Credit. All Licensed Material used in an editorial context, must include the following credit line adjacent to the Licensed Material: "[Photographer's Name]/[Collection Name]/ and Jalma Trading" or as otherwise shown on the and Jalma Trading website. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the License Fee may be payable by Licensee, at and Jalma Tradingsole discretion. The foregoing fee shall be in addition to any other rights or remedies that and Jalma Trading may have at law or in equity.

4.4 Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credit(s), substantially in the following form: "[Video] [Imagery] supplied by [Collection Name]/ and Jalma Trading".

4.5 Notice of Violations. Licensee will immediately notify and Jalma Trading if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of and Jalma Trading intellectual property rights, including, but not limited to, Marks and copyrights.

4.6 No Removal of Notices. Licensee shall not remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Licensed Material.

5. Warranty and Limitation of Liability.

5.1 and Jalma Trading warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (ii) it has all necessary rights and authority to enter into and perform this Agreement. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) (such as Screen Actors Guild in the US) as a result of Licensee's use of the Licensed Material.


6. Indemnification. Licensee shall defend, indemnify and hold harmless and Jalma Trading and its parent, subsidiaries , commonly owned or controlled affiliates, content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.

7. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(i) above, and Jalma Trading shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

8. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from and Jalma Trading electronically via the email address associated with Licensee’s and/or Purchaser’s and Jalma Trading account. If Licensee fails to pay the Invoice in full within the time specified in the Invoice, and Jalma Trading may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

9. Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement (including, without limitation, access to the and Jalma Trading subscription and use of Licensed Material by more than one (1) User without purchase of additional seat licenses) constitutes copyright infringement, entitling and Jalma Trading 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 and Jalma Trading other remedies under this Agreement, and Jalma Trading reserves the right to charge and Licensee agrees to pay a fee equal to greater of five (5) times and Jalma Trading standard license or seat fee for the unauthorized use of the Licensed Material. and Jalma Trading may charge Licensee and Licensee agrees to pay the single-image list price for each Licensed Material on and Jalma Trading that Licensee obtains through unauthorized or abusive use of its and Jalma Trading subscription, including, without limitation, Licensed Material obtained through unauthorized sharing of usernames and passwords, unauthorized sharing of Licensed Material or failure to obtain the necessary number of seat licenses. and Jalma Trading reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from and Jalma Trading relating to the Licensed Material; (ii) fails to pay the License Fee in full within the time specified in the Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of and Jalma Trading, return to and Jalma Tradingthe Licensed Material and, in the case of termination by and Jalma Trading for cause, the Licensee Work in the possession or control of Licensee.

10. Miscellaneous Terms.

10.1 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to and Jalma Trading. In addition, upon reasonable notice, and Jalma Trading 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 Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to and Jalma Trading of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying and Jalma Trading the amount of such underpayment, Licensee shall also reimburse and Jalma Trading for the costs of conducting such audit. Where and Jalma Trading reasonably believes that Licensed Material is being used by more than the authorized number of Users, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at and Jalma Trading request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by and Jalma Trading.

10.2 Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of and Jalma Trading, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.

10.3 Withdrawal. Upon notice from and Jalma Trading, or upon Licensee's knowledge that any Licensed Material may be subject to a claim of infringement of another's right for which and Jalma Trading may be liable, and Jalma Trading may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. and Jalma Trading shall provide Licensee with comparable Licensed Material (which comparability will be determined by and Jalma Trading in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

10.4 Governing Law. This Agreement will be governed in all respects by the laws of the United Kingdom, without reference to its laws relating to conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, and Jalma Trading shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of and Jalma Trading, such action is necessary or desirable.

10.5 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

10.6 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

10.7 Entire Agreement. This Agreement is intended for business customers of and Jalma Trading and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by and Jalma Trading and accepted in writing by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.

10.8 Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).

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