Outdoor Image Agency
Acceptance of this
THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU DOWNLOAD ANY IMAGE OR PURCHASE
ANY PRODUCT. BY DOWNLOADING ANY IMAGE OR PURCHASING ANY PRODUCT FROM
THIS WEBSITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU HAVE QUESTIONS REGARDING THE TERMS AND CONDITIONS OF THIS AGREEMENT
PLEASE CONTACT OUTDOOR IMAGE AGENCY AT INFO(AT)OUTDOORIA.COM
Image Agency Editorial and Rights Managed Image Agreement
THIS IS A LEGAL AGREEMENT BETWEEN LICENSEE, PURCHASER (IF ANY) AND
A SUBSIDIARY OF OUTDOOR IMAGE AGENCY. ("OUTDOOR IMAGE AGENCY").
THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL
SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE
(PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").
Definitions. In this Agreement the following definitions apply:
"Editorial Licensed Material" means Licensed Material
relating to events that are newsworthy or of public interest and
that is licensed for use in an editorial manner.
2. "Invoice" means the computer-generated or preprinted
standard form invoice provided by Outdoor Image Agency or an authorized
distributor setting out terms agreed with the Licensee. The Invoice
shall be incorporated into this Agreement and all references to
the Agreement shall include the Invoice.
3. "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 Reproductions thereof, or any other product protected by copyright,
trademark, patent or other intellectual property rights, which is
licensed to Licensee by Outdoor Image Agency 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.
4. "Licensee" means the person or entity purchasing a
license hereunder or if there is a separate Purchaser, the person
or entity specifically designated as Licensee during the purchase
process and set forth as such in the Invoice.
5. "Purchaser" means a person or entity purchasing the
license hereunder on behalf of a third party Licensee.
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, 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.
7. "Rights and Restrictions" means the information: (i)
accompanying the Licensed Material on the Outdoor Image Agency'
website (including all areas of the purchase process); (ii) in the
Invoice; (iii) in the editorial feed; or (iv) in any other written
communication accompanying the Licensed Material. Such restrictions
may include, without limitation, the permitted scope of use, any
territory or other use restrictions applicable to the Licensed Material
selected, and the corresponding price for the license of such Licensed
Material. The Rights and Restrictions shall be incorporated into
this Agreement and all references to the Agreement shall include
the Rights and Restrictions.
Grant of Rights & Restrictions.
Outdoor Image Agency grants to Licensee a non-exclusive, non-sublicensable
and non-assignable right to use and Reproduce the Licensed Material
identified in the Rights and Restrictions, solely to the extent
explicitly stated in this Agreement. This right may be exercised
by subcontractors of Licensee (including Purchaser) for preparation
of the final product for the licensed use, provided that such subcontractors
agree to abide by the terms of this Agreement.
2. Use of the Licensed Material 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 Rights and
Restrictions. Licensee may utilize the Licensed Material in any
production process that may be necessary for the intended use specified
in the Rights and Restrictions.
3. Unless additional rights are stipulated in the Rights and Restrictions
or granted pursuant to a separate license agreement, Editorial Licensed
Material may not be used for any commercial, promotional, advertising
or merchandising use.
4. Editorial Licensed Material may be cropped for layout, provided
that the editorial integrity of the Licensed Material is not compromised,
but shall not, under any circumstances, otherwise be rotated, altered,
changed or tampered with, either manually or electronically, without
Outdoor Image Agency' express written permission.
5. While efforts have been made to correctly caption the subject
matter of the Licensed Material, Outdoor Image Agency does not warrant
that such information is accurate.
6. Pornographic, defamatory or otherwise unlawful use of Licensed
Material is strictly prohibited, whether directly or in context
or juxtaposition with specific subject matter.
7. Licensed Material shall not be incorporated into a logo, trademark
or service mark.
8. 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.
9. Licensed Material 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 Licensed Material on
mobile devices, without obtaining the prior written consent of Outdoor
10. Unless otherwise authorized by applicable law or specified in
the Rights and Restrictions, Licensee may not, directly or indirectly,
Reproduce the final product of the licensed use in any secondary
Reproductions, such as compilations or screen shots. Such Reproductions
require an additional license from Outdoor Image Agency and may
be subject to payment of additional license fees.
11. 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 the Rights and Restrictions or in any other written
communication from Outdoor Image Agency. Any such restriction provided
to Licensee shall be incorporated into and become part of this Agreement.
12. 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 disputes Purchaser's power and authority to act on behalf
of Licensee with respect to this Agreement, Purchaser shall be bound
and liable for any failure of Licensee to comply with the terms
of this Agreement. Nothing in this Section 2.12 shall serve to excuse
Purchaser's obligation to make payment to Outdoor Image Agency for
the Licensed Material.
3. Photo Credit and Intellectual Property.
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, Outdoor
Image Agency grants Licensee no right or license, express or implied,
to the Licensed Material.
2. Trademarks. In connection with the use of "Outdoor Image
Agency" or any other of Outdoor Image Agency's trade names,
trademarks, logos or service marks ("Marks"), Licensee
acknowledges and agrees that (i) Outdoor Image Agency's Marks are
and shall remain the sole property of Outdoor Image Agency; (ii)
nothing in this Agreement shall confer upon Licensee any right of
ownership in Outdoor Image Agency's Marks; and (iii) Licensee shall
not now or in the future contest the validity of Outdoor Image Agency's
3. Photo Credit. Except as otherwise noted in Section 11, Editorial
Licensed Material must include the following credit line adjacent
to the Licensed Material: "[Photographer's Name]/[ Collection
Reference, (if any)]/Outdoor Image Agency" or as otherwise
notified by Outdoor Image Agency. If Licensee omits the credit,
an additional fee in an amount up to one hundred percent (100%)
of the original invoiced amount attributable to the Licensed Material
may be payable by Licensee, at Outdoor Image Agency' sole discretion.
The foregoing fee shall be in addition to any other rights or remedies
that Outdoor Image Agency may have at law or in equity.
4. Notice of Violations. Licensee will immediately notify Outdoor
Image Agency 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 Outdoor Image Agency' intellectual property
rights, including, but not limited to, Marks and copyrights.
Outdoor Image Agency will notify Licensee if it has obtained a model
release and/or a property release for Licensed Material, either
in the Rights and Restrictions or by written notice to Licensee.
The warranty and indemnity set forth in Sections 5.1(iv) and 6.1
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
Outdoor Image Agency nor any party on whose behalf Outdoor Image
Agency 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.
2. Except where Licensee is specifically notified that a model and/or
property release has been obtained by Outdoor Image Agency, neither
Outdoor Image Agency nor any Licensor 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 Editorial Licensed
Material, neither Outdoor Image Agency, nor any Licensor, 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.
3. If any Licensed Material (other than Editorial 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.
Warranty and Limitation of Liability.
Outdoor Image Agency warrants that: (i) it has all necessary rights
and authority to enter into and perform this Agreement; (ii) 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); (iii) 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 (iv) if a release is provided by Outdoor Image Agency
pursuant to Section 4.1, 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.
2. NEITHER OUTDOOR IMAGE AGENCY NOR ANY LICENSOR MAKES ANY OTHER
WARRANTIES, 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.
NEITHER OUTDOOR IMAGE AGENCY NOR ANY LICENSOR SHALL BE LIABLE TO
LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL,
INDIRECT, CONSEQUENTIALOR INCIDENTAL DAMAGES, OR ANY OTHER DAMAGES,
COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF OUTDOOR IMAGE
AGENCY OR ITS LICENSORS, AS APPLICABLE, HAVE 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.
Licensee shall defend, indemnify and hold Outdoor Image Agency and
its parent, subsidiaries and commonly owned or controlled affiliates
and their respective officers, directors and employees harmless
from all damages (except punitive damages not directly attributable
to acts of Licensee), liabilities and expenses (including reasonable
attorneys' fees and permitted and authorized costs) arising out
of or as a result of claims by third parties 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.
2. The party seeking indemnification pursuant to this Section 6
shall promptly notify the other party of such claim. At indemnifying
party's option, indemnifying party may assume the handling, settlement
or defense of any claim or litigation, in which event indemnified
party shall cooperate in the defense of any such claim or litigation.
Indemnified party shall have the right to participate in such litigation,
at its expense, through counsel selected by indemnified party. The
indemnifying party will not be liable for legal fees and other costs
incurred prior to the other party giving notice of the claim for
which indemnity is sought.
Condition of Licensed Material.
should examine all Licensed Material for possible defects (whether
digital or otherwise) before sending anyLicensed
Material for Reproduction. Without prejudice to Section 5.1.(ii)
above, Outdoor Image Agency 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.
License Cancellation Fee.
Licensee or Purchaser requests in writing to cancel this Agreement
within thirty (30) days of the date of receipt by Licensee or Purchaser
of the Licensed Material, and such Licensed Material has not been
used by Licensee, Outdoor Image Agency may cancel this Agreement
and issue a credit to Licensee's or Purchaser's account or credit
card in an amount up to one hundred percent (100%) of the license
fee minus a composite/layout fee that will be charged at Outdoor
Image Agency' then standard rate. Nothing in this Section 8 shall
apply to research, lab, service fees, administration fees or editorial
subscription fees which shall be payable according to the terms
stated on the Invoice and shall be non-refundable.
Interest or Cancellation on Overdue Invoices.
Licensee fails to pay Outdoor Image Agency´s Invoice in full
within the time specified in the Invoice, Outdoor Image Agency 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. Outdoor Image Agency also reserves the
right, in its sole discretion, to revoke the license if payment
is not made in full on time.
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 Outdoor Image Agency
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 Outdoor Image
Agency' other remedies under this Agreement, Outdoor Image Agency
reserves the right to charge and Licensee agrees to pay a fee equal
to up to five (5) times Outdoor Image Agency' standard license fee
for the unauthorized use of the Licensed Material.
2. Audit/Certificate of Compliance. Upon reasonable notice, Licensee
shall provide sample copies of Reproductions containing Licensed
Material to Outdoor Image Agency. In addition, upon reasonable notice,
Outdoor Image Agency 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.
Where Outdoor Image Agency reasonably believes that Licensed Material
is being used outside of the scope of the license granted under
this Agreement, Licensee shall, at Outdoor Image Agency' request,
provide a certificate of compliance signed by an officer of Licensee,
in a form to be approved by Outdoor Image Agency.
3. Electronic Storage. For all Licensed Material that Licensee takes
delivery of in electronic form, Licensee must retain the copyright
symbol, the name of Outdoor Image Agency and the image number or
other identification number associated with the Licensed Material
as may be included as part of the electronic file containing the
Licensed Material that is stored on Licensee's computers. Licensee
may not make additional high-resolution copies of the Licensed Material
and Licensee shall maintain a robust firewall to safeguard against
unauthorized third-party access to the Licensed Material. Notwithstanding
the foregoing, Licensee may make one (1) high-resolution backup
copy of the Licensed Material for security purposes only. Upon the
expiration or earlier termination of this Agreement, Licensee shall
promptly delete and remove the Licensed Material from Licensee's
premises, computer systems and storage (electronic or physical)
and shall ensure that its subcontractors do likewise.
4. Withdrawal. Upon notice from Outdoor Image Agency, or upon Licensee's
knowledge that any Licensed Material is subject to a threatened
or actual claim of infringement, violation of another right, or
any other claim for which Outdoor Image Agency may be liable herein,
or if Outdoor Image Agency withdraws any Licensed Material for any
good reason, Licensee will physically remove the Licensed Material
from its premises, computer systems and storage (electronic or physical)
and, if possible, cease any future use at its own expense. Outdoor
Image Agency shall provide Licensee with comparable Licensed Material
(which comparability will be determined by Outdoor Image Agency
in its reasonable commercial judgment) free of charge, but subject
to the other terms and conditions of this Agreement.
5. Governing Law. This Agreement will be governed in all respects
by the laws of the State of New York, U.S.A., without reference
to its laws relating to conflicts of law. Any disputes arising from
this Agreement or its enforceability shall be settled by binding
arbitration to be held in New York, New York. The United Nations
Convention on Contracts for the International Sale of Goods does
not govern this Agreement. Notwithstanding the foregoing, Outdoor
Image Agency 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 Outdoor Image Agency, such
action is necessary or desirable.
6. 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.
7. 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.
8. 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.
Image Agency Comping License Agreement
IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND A SUBSIDIARY
OF OUTDOOR IMAGE AGENCY, INC. ("OUTDOOR IMAGE AGENCY").
THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL
SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE
(PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").
Grant of License.
Image Agency grants to you, for a period of thirty (30) days, a
non-exclusive, non-sublicensable, non-transferable and non-assignableright
to use the image and/or film preview file you have selected and
any derivatives or copies (collectively, the "Licensed Material"),
on your personal computer and, in the case of film, in any test,
sample, comp or rough cut evaluation materials. The Licensed Material
may only be used in materials for personal, noncommercial use and
test or sample use, including comps and layouts.
1. The Licensed Material may not be used in any final materials
distributed inside of your company or any materials distributed
outside of your company or to the public, including, but not limited
to, advertising and marketing materials or in any online or other
electronic distribution system (except that you may transmit comps
digitally or electronically to your clients for their review) and
may not be distributed, sublicensed or made available for use or
distribution separately or individually and no rights may be granted
to the Licensed Material.
2. One copy of the Licensed Material may be made for backup purposes
only but may only be used if the original Licensed Material becomes
defective, destroyed or otherwise irretrievably lost. Except as
specifically provided in this Agreement, the Licensed Material may
not be shared or copied for example by including it in a disc library,
image storage jukebox, network configuration or other similar arrangement.
Use which would be defamatory, pornographic or otherwise unlawful
is prohibited. If Licensed Material featuring a person is used (i)
in a manner that implies endorsement, use of or a connection to
a product or service by that model; or (ii) in connection with a
potentially unflattering or controversial subject, you must print
a statement that indicates that the person is a model and is used
for illustrative purposes only.
Rights-Managed Still Fee.
rights-managed still Licensed Material only, if at the end of 30
days you have not licensed the Licensed Material for end use in
a final project, you will be invoiced a comp service fee in the
amount of one hundred fifty dollars ($150) USD or such other local
currency amount as Outdoor Image Agency may apply from time to time.
If, at any time within the 30-day comp license period, you license
such rights-managed still Licensed Material for end use in a final
project and do not subsequently cancel the license, the comp service
fee will not be charged. Payment of the comp service fee relates
solely to comping use during the 30-day comp license period and
does not entitle you to make any additional use of the Licensed
Material either before or after expiry of the 30 days.
Additional Rights Available.
you are unsure of your usage rights under this Agreement or wish
to use the Licensed Material in a manner not permitted by this Agreement
(for example: online or as part of an advertisement or product),
please contact your local Outdoor Image Agency office.
Image Agency warrants the digital copy of the Licensed Material
in the form downloaded by you to be free from defects in material
and workmanship for 30 days from delivery. The sole and exclusive
remedy for a breach of the foregoing warranty is the replacement
of the digital copy of the Licensed Material. OUTDOOR IMAGE AGENCY
MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. Some states or jurisdictions do not permit
the exclusion of implied warranties, and you may have other rights
which may vary from state to state and jurisdiction to jurisdiction.
NEITHER OUTDOOR IMAGE AGENCY NOR ANY OF ITS IMAGE PARTNERS SHALL
BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL,
SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES
ARISING OUT OF THIS LICENSE OR OTHERWISE.
rights to the Licensed Material are owned by Outdoor Image Agency
and/or its image partners and are protected by United States copyright
laws, international treaty provisions and other applicable laws.
Outdoor Image Agency and its image partners retain all rights not
expressly granted by this Agreement. The license contained in this
Agreement will terminate automatically without notice from Outdoor
Image Agency upon expiry of the 30-day comp license period or, if
sooner, upon you failing to comply with any provision of this Agreement.
Upon termination, you must immediately stop using the Licensed Material
and either destroy any digital Licensed Material or return the Licensed
Material and all copies to Outdoor Image Agency.
you have questions regarding the terms and conditions of this agreement
please contact Outdoor Image Agency at info(at)outdooria.com