THIS LICENSE AGREEMENT IS APPLICABLE TO LOCAL, ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY AND SALES OF LICENSED MATERIAL FROM OUTLOOK PUBLISHING INDIA PRIVATE LIMITED.
THIS IS A LICENSE AGREEMENT BETWEEN Outlook Publishing (I) Private Limited, which owns and operates the website "www.outlookimages.com" hereinafter referred to as "website"), having its registered office at AB-10, Safdarjung Enclave, New Delhi-110029 hereinafter referred to as "Licensor" which expression shall unless it be repugnant to the context or meaning thereof be deemed to include its successors, nominees, administrators and assigns OF THE FIRST PART AND:
You, the purchaser of the image, hereinafter called, "LICENSEE/CLIENT/CUSTOMER/ PURCHASER" OF THE SECOND PART
1. www.outlookimages.com is our web site solely owned and operated by Outlook Publishing India Pvt Ltd wherein online images can be browsed and bought by a customer
2. The User/Customer wishes to buy the images from the www.outlookimages.com website on the terms and conditions given below:
NOW THIS LICENSE AGREEMENT WITNESSETH AS FOLLOWS:
I. This Agreement has the following definitions:
- The "Licensed Material" means images that may be downloaded and that is licensed for editorial use.
- "Invoice/Bill" means the computer-generated or pre-printed standard form invoice provided by Outlook Publishing India Pvt Ltd setting out terms agreed with the Licensee. The Invoice/Bill shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
- The "Licensed Material" means any still image, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Outlook Images 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. The "Licensee" means the person or entity purchasing a license hereunder.
- "Reproduction" means any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
II. Terms and conditions of use:
- outlookimages.com grants to Licensee a non-exclusive, non-sub-licensable and non-assignable right to use and Reproduce the Licensed Material solely to the extent explicitly stated in this Agreement.
- The mode of payment would be through credit card.
- The licensee will be a non-exclusive license and to use the Licensed Material solely for the purpose it is bought for as specified in the buyer’s intent. The terms of the License Agreement will vary depending on the manner, like web use and print etc., in which the Licensee intends to use the licensed material.
- The licensee will have the right to make one copy of the purchased licensed material solely for the purpose of use specified in his agreement. However the licensee may not make any further copies of the Licensed Material or disseminate the licensed material to any third party/parties. The licensee will not allow, authorise, or permit the Licensed Material (or any copy thereof) to be transferred in any form to anyone. The license of the Licensed Material is applicable for one time use only.
- The Licensee may not use the Licensed Material if it contains recognisable persons, entities, or products in a manner, which suggests their association with or endorsement of any product or service. Further the Licensed Material shall not be incorporated into a logo, trademark or service mark.
- The Licensee may not remove, disable or attempt to remove or disable any digital watermarks or other proprietary notices or markings that may be included with the Licensed Material.
- The Licensed Material may not be stored in any temporary or permanent electronic database for future use unless agreed to in writing by an authorized Outlook or its representative.
- Licensed Material may not be altered or manipulated beyond normal image enhancements or cropping.
- While efforts have been made to correctly caption the images, the licensor does not warrant that such information is accurate and legally binding on us.
- The Licensed Material may not be used in any pornographic, defamatory, libellous or otherwise unlawful manner and such use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.
- Licensee may not make the Licensed Material available in any medium in a manner intended to allow or invite persons to download or extract the Licensed Material.
- Licensed Material shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in this Agreement or in any other written communication from the Licensor. Any such restriction provided to Licensee shall be incorporated into and become part of this Agreement.
III. Photo Credit: The licensee must display the appropriate credit line near the Licensed Material including, Photographer's Name, Organization name, Special Collection Reference, if any etc. In the event of an omission by the Licensee to display the credit, an additional fee in an amount up to one hundred percent (200%) of the original invoiced amount attributable to the Licensed Material may be payable by Licensee, at Licensor's sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Licensor may have at law or in equity.
IV. Intellectual Property: All intellectual property rights in the Licensed Material including, without limitation, all copyright, trademark, and patent rights therein, will remain owned at all times by Outlook Publications India Pvt Ltd (or Outlook Images). Any breach of this paragraph by any Purchaser will automatically terminate that Purchaser's rights as a User and that Purchaser's right to use the Licensed Material, without limitation to Licensor's right to take legal recourse for such violation/breach.
- 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, the Licensor, grants Licensee no right or license, express or implied, to the Licensed Material.
- In connection with the use of “Outlook Images” or any other Outlook Image’s trade, trademarks, logos or service marks, Licensee acknowledges and agrees that (i) Outlook Image’s marks are and shall remain the sole property of it; (ii) nothing in this Agreement shall confer upon Licensee any right of ownership in Outlook Images marks; and (iii) Licensee shall not now or in the future contest the validity of Outlook Image.
- The Licensor will notify Licensee if it has obtained a model release and/or a property release for Licensed Material, by a written notice to Licensee. The warranty and indemnity set forth in Sections 6.1(iv) and 7.1 below are only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Neither Licensor nor any party on whose behalf Licensor licenses Licensed Material (each, a "Licensor") makes any representations or warranties as to whether any additional fees or payments may be due to any person depicted in Licensed Material pursuant to the requirements of any applicable trade union, and Licensee shall be solely responsible for any such additional fees or payments to such trade union. (SIR, CAN’T MAKE OUT. WILL HAVE TO REVISIT IT)
- Except where Licensee is specifically notified that a model and/or property release has been obtained by Licensor, neither Licensor nor any party on whose behalf Licensor licenses Licensed Material grants any rights or makes any warranties with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of Licensed Material, and Licensee shall be responsible for obtaining any required release. As to any release delivered with any Licensed Material, neither Licensor nor any party on whose behalf Licensor licenses Licensed Material, makes any representation, warranty or guarantee as to its sufficiency with regard to any use of the Licensed Material made by Licensee. Licensee shall obtain all necessary individual, property, team logo, trademark, audio and other releases, approvals and clearances from third parties as may be required for the Licensee's use of the Licensed Material prior to using the Licensed Material. (No idea of this)
- If any “Licensed Material” featuring a model or property is used in connection with a subject that would be unflattering or 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.
VI. Warranty and Limitation of Liability.
- Outlook Images, the licensor, certifies that it has all necessary rights and authority to enter into and perform this Agreement; Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe on any copyrights or moral rights of any person or entity; and if a release is provided by Outlook Images, the Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement will not infringe on any trademark or other intellectual property right and will not violate any right of privacy or right of publicity.
- Outlook Images makes no other warranty, express or implied, regarding the licensed material or its delivery systems, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
- Outlook Images shall not be liable to licensee or any other person or entity for any damages, costs or losses arising out of this agreement, even if Outlook Images has been advised of the possibility of such damages, costs or losses. Some jurisdictions do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages.
VII. Indemnification. Licensee shall defend, indemnify and hold Outlook Images, its subsidiaries, directors and employees harmless from all damages, liabilities and expenses arising out of or as a result of claims by third parties arising out of and relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release.
VIII. Miscellaneous Terms.
- Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee alone 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 Licensor's other remedies under this Agreement, Outlook Images reserves the right to charge and Licensee agrees to pay a fee equal to up to five (10) times Licensor's standard license fee for the unauthorized use of the Licensed Material.
- Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Outlook Images and the image code or any other identification number associated with the Licensed Material as may be included as part of the electronic file containing the Licensed Material stored on computers. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall safeguard against unauthorized third-party access to the Licensed Material.
- Withdrawal. If Licensor withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (in all forms) and, undertakes not to use it in future.
IX. This Agreement will be governed in all respects by the laws of India and shall be subject to the competent courts at capital Delhi/New Delhi.
X. It is expressly agreed that neither Licensor nor Licensee shall be liable for any default, delay or lapse occurring due to reasons of Force Majeure including war, risk, strike, theft, tempest, sabotage, change of law or any act of God.
XI. Entire Agreement. This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.