Media Images International License Terms | Media Images International

Rights-Managed, Editorial, Print and Personal Use Agreement

Rights Managed Image and Video License Agreement

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN THE LICENSEE (AS DEFINED BELOW) AND MEDIA IMAGES INTERNATIONAL, LLC (THE LICENSOR), AS DEFINED BELOW. THIS AGREEMENT APPLIES TO CERTAIN LICENSES ISSUED VIA WEBSITE (THE "SITE") AND IS APPLICABLE TO ONLINE, DIGITAL AND PHYSICAL DELIVERY OF LICENSED MATERIAL. THE SITE IS OWNED BY BITSHELTER, LLC (COLLECTIVELY “PHOTOSHELTER”). THE SITE CONTENT IS OWNED BY MEDIA IMAGES INTERNATIONAL, LLC. THE LICENSOR AND LICENSEE HEREBY ACKNOWLEDGE AND AGREE THAT NEITHER THE SITE NOR ITS OWNER, PHOTOSHELTER, IS A PARTY TO THIS AGREEMENT AND NO CLAIM SHALL BE MADE BY THE LICENSOR, THE LICENSEE OR ANY OF THEIR AFFILIATES AGAINST PHOTOSHELTER OR ITS AFFILIATES FOR ANY LOSS, DAMAGE OR ANY DISPUTE RELATING TO THE LICENSED MATERIAL (AS DEFINED BELOW). THE LICENSOR AND THE LICENSEE WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTIONS AGAINST PHOTOSHELTER TO THE FULL EXTENT PERMITTED UNDER LAW. THE LICENSOR AND LICENSEE HEREBY AGREE TO JOINTLY AND SEVERALLY INDEMNIFY PHOTOSHELTER AND ITS AFFILIATES AGAINST ANY CLAIM, DAMAGE, EXPENSE OR OTHER LOSS INCURRED BY PHOTOSHELTER AS A RESULT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE MATTERS REFERENCED HEREIN.

1. Definitions. As used in this Agreement:

1.1. "Invoice" means the computer-generated or pre-printed invoice provided by or through the Site that may include, without limitation, names of the Licensor and Licensee, the permitted scope of use of the Licensed Material selected and the corresponding price for the license of such Licensed Material.

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 Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Licensor 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 taken as a whole.

1.3. "Licensee" and “You” refer to the person or entity purchasing a license hereunder, and set forth in the applicable Invoice as the "licensee" receiving the rights to the Licensed Materials as specified hereunder.

1.4. "Licensor" refers to the legal entity known as Media Images International, LLC, a District of Columbia based business. Media Images International, LLC shall be set forth on the Invoice as the "licensor" having the authority to grant rights to the Licensed Materials as specified hereunder.

1.5. "Reproduction" and "Reproduce" mean any form of duplicating, copying or publishing of any or all of the Licensed Material, via any medium and means, and/or the editing, alteration or manipulation of the Licensed Material in whole or in part, and the creation of any derivative work that reproduces, or incorporates a reproduction of, the Licensed Material.

1.6. “Site Content” means the still images and/or video footage displayed for licensing on the site and the arrangement of said images or video. The Licensor has the sole and exclusive right to maintain and manage the site content.

1.7. “Licensee Work” means any end product or service created or used by the Licensee that integrates a Reproduction of the Licensed Material.

1.8. “Editorial Licensed Material” means Licensed Material that contains, depicts or relates to newsworthy events or information, or events of public interest, and is used in a manner to inform the public of such events or information.

1.9. “Buyer” refers to any person or entity directly buying Licensed Material from Licensor or indirectly buying Licensed Material through a third party. This reference shall also include third party entities or persons buying on behalf of Licensee.

2. Grant of Rights & Restrictions.

2.1. Media Images International and/or its image partner(s) wholly owns all rights in the Licensed Material, which is protected under United States copyright laws, international treaty provisions and other applicable laws. Media Images International and its image partners retain all rights not expressly granted by this Agreement. Subject to the terms and conditions contained herein, Licensor grants to Licensee a non-exclusive, non-assignable and non-sub licensable right to Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee, provided that such subcontractors agree to abide by the terms of this Agreement.

2.2. Use of the Licensed Material is strictly limited to the use, medium, duration, print run, placement, size of image, territory and any other restrictions specified in the Invoice. If the Licensee otherwise uses the Licensed Material or changes any of the terms of the Invoice, such action will be deemed Unauthorized Use and shall breach this Agreement. Upon Unauthorized Use or breach, the rights granted under the license and this Agreement shall be immediately and irrevocably revoked.

2.3. Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Invoice. For the purpose of distributing the Licensed Material, the Licensee may transfer license and/or ownership of the Licensee Work that contains or incorporates the Licensed Material but not the Licensed Material itself.

2.4. If any Licensed Material featuring a model is used in (a) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (b) 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 the person so pictured is a model and is used for illustrative purposes only.

2.5. Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited.

2.6. Unless otherwise authorized herein, or by a separate license agreement, Licensee shall not use Editorial Licensed Material for any commercial, promotional, advertisement or merchandising purpose.

2.7. Editorial Licensed Material.

Unless otherwise authorized herein, or by a separate license agreement, Licensee shall not use Editorial Licensed Material for any commercial, promotional, advertisement or merchandising purpose.

Editorial Licensed Material shall be used exclusively for news or editorial use. Repurposing Editorial Licensed Material is expressly prohibited and will result in a breach of this Agreement and may be deemed Unauthorized Use. Editorial Licensed Material shall not be altered other than as specified herein. Editorial Licensed Material may be cropped, edited to improve technical quality, or edited to correct technical deficiencies. Minor tonal and/or white balance adjustments may be made, as long as the editorial integrity of the Licensed Material remains unaltered.

2.8. Licensed Material shall not be incorporated into a logo, trademark or service mark.

2.9. Licensed Material shall not be used contrary to any restriction on use that is notified to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the information provided with the Licensed Material on the Site, in the Invoice, or in any other communication by the Licensor. Any such restriction provided to the Licensee shall be incorporated into this Agreement by reference.

2.10. Upon reasonable notice, Licensor may inspect any records, accounts and books relating to the Reproduction of any of the Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.

2.11. Licensee shall not make the Licensed Material available to a third party for the purpose of downloading, distributing or displaying said Material, or under any circumstance where there is an invitation to download, distribute or display said Material, except as authorized herein. Licensee may not repurpose or redistribute Licensed Material in any manner.

2.12. Licensee shall not directly or indirectly make Licensed Material available to, or reproduce Licensed Material for, file-sharing or social media networks or platforms, including but not limited to Flickr, Facebook, Twitter, YouTube, MySpace, Yahoo, Instagram, etc., or mobile applications (apps), except as provided for in the Invoice under the terms of the license.

2.13. The Licensor will make reasonable efforts to check the accuracy of the caption and metadata information supplied with or attached to the Licensed Material. However, Media Images International, LLC makes no warranties regarding the accuracy of such information and Licensor shall not be liable for omissions or inaccurate caption or metadata information.

2.14. Buyer hereby represents and warrants that Buyer is legally authorized to enter into this Agreement. If Buyer is a third party, Buyer hereby represents and warrants that Buyer is a duly authorized agent of Licensee who has the authority to enter into this Agreement on behalf of Licensee.

2.14. Licensee shall not expressly represent or imply that it is the original creator of the Licensed Material or any part thereof.

3. Copyright, Credit and Intellectual Property.

3.1 The issuance of the license contained in this Agreement does not convey ownership or copyright in any Licensed Material to Licensee. Except as expressly stated herein, Licensor grants Licensee no right or license, express or implied, to the Licensed Material.

3.2 Photo Credit .

Except as otherwise stated herein, ALL Editorial Licensed Material utilized by Licensee, or Licensed Material used in an editorial context, must include the following credit line adjacent to, or near, the Licensed Material: ([Photographer’s Full Name]/Media Images International). If Licensee omits such credit, Licensee is liable for, and agrees to pay, an additional fee equal to fifty percent (50%) of the License Fee enumerated in the invoice. Such additional fee is due and payable immediately upon discovery of the credit omission, unless expressly waived by Media Images International, LLC. The fee shall be in addition to other fees, rights and/or remedies that Media Images International shall have with respect to the law.

3.3 Notice of Violations.

Licensee shall immediately notify Media Images International of any breach of this Agreement by a third party and shall also make such notification when Licensee becomes aware that a third party has gained access to, or is wrongfully using, the Licensed Material or is violating the Licensor’s right in the intellectual property or the copyright pertaining thereto.

4. Releases.

4.1 Licensor will notify Licensee if it has obtained a model release and/or a property release for Licensed Material, either in the release status information accompanying the Licensed Material on the Site, in the Invoice or by other means. If no such notification is given, then no such model or property release has been obtained. Except where Licensee is specifically notified, Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Where Licensed Material is unreleased, Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of such Licensed Material. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Licensor makes no representations or warranties as to whether or not any additional fees or payments may be due to any model 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.

5 Warranty and Limitation of Liability.

5.1 Licensor warrants that: (a) it has all necessary rights and authority to enter into and perform this Agreement; (b) it does not own or control the computer servers or hard drives on which the Licensed Material may be stored; (c) the Licensed Material 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 Licensed Material); and (d) subject to Section 4 above (Releases), Licensee's use of the Licensed Material as obtained from Media Images International, and when used in accordance with this Agreement and the Invoice, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity.

5.2 Licensor makes no warranty against the existence of computer viruses on third party computer servers or hard drives on which the site is hosted or files may be stored. Media Images International disclaims all responsibility and liability for any damages or losses arising from any inaccuracies, errors, viruses, or other items of a destructive nature, which may be contained in digital download files.

5.3 Licensee agrees to take appropriate protective measures to minimize the risk of damage to any computer or storage device that it uses to capture or download digital forms of the Licensed Material.

5.4 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE LICENSED MATERIAL OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. LICENSOR'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 10 TIMES THE VALUE PAID BY THE LICENSEE FOR THE LICENSED MATERIAL.

5.5 THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT

6 Indemnification.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, Licensor shall defend, indemnify and hold Licensee harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Licensor is in breach of its warranties given in section 5 above.

THE FOREGOING STATES LICENSOR'S ENTIRE INDEMNIFICATION OBLIGATION TO LICENSEE UNDER THIS AGREEMENT AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 ABOVE.

6.2 Where model or property releases for Licensed Material have not been obtained by Licensor, or if Licensee's use of the Licensed Material is not authorized by this Agreement, Licensee shall defend, indemnify and hold Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Licensed Material by Licensee, to the extent that such claim relates to the absence of a release or the Licensee's unauthorized use of the Licensed Material.

7 Notice of Defense.

7.1 The party seeking indemnification pursuant to 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 thereof. 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.

8 Obligation of Parties.

8.1 Upon notice from Licensor, 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 Licensor may be liable herein, or if Licensor removes 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, distribution or reproduction at its own expense. Licensor shall provide Licensee with comparable Licensed Material at no further expense, but subject to the other terms and conditions of this Agreement. Comparability will be determined by Licensor in its reasonable judgment.

9 Electronic Storage.

9.1 For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must: (a) retain the copyright symbol; (b) retain the name of Media Images International, LLC and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee will maintain a robust firewall or other security measures 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 the Licensed Material from its computer or other electronic storage systems and shall ensure that its sub-contractors do likewise.

10 Condition of Licensed Material.

10.1 Licensee should examine all Licensed Material (digital, printed or otherwise) for possible defects before sending Licensed Material for Reproduction. Without prejudice to section 5 above, Licensor 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.

11 Collection Specific Terms and Conditions. RESERVED

12 Payment Terms, Taxes, Interest

12.1 Licensee agrees to pay for all Licensed Material obtained from Licensor, regardless of whether the Licensed Material is used in a final published format. No right(s) to the Licensed Material granted by this Agreement shall become effective until Licensee has paid all amounts due per the terms of this Agreement and/or the Invoice.

12.2 Taxes. All License Fees are separate from of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Buyer.

12.3 Interest. If Licensee fails to pay Licensor invoice in full within the term specified in the Invoice, Licensor will add an administrative fee of five percent (5%) per every 30-day period, or such lesser amount as is allowed by law, on any unpaid balance until Licensor receives full payment. Such administrative fee shall be used to recover the unpaid balance of the Invoice. Licensor also reserves the right, in its sole discretion, to revoke the license if Licensee fails to make payment by the terms of the Invoice.

13 Miscellaneous Terms.

13.1 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 of the United States and the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In the event that Licensee uses the Licensed Material outside of the scope of this Agreement or the terms of the Invoice, Licensee agrees, without prejudice to any other rights or remedies available to Media Images International, to pay within thirty (30) days of such unauthorized use, a fee of fifteen hundred ($1500). This section is severable and shall survive any termination or expiration of the rights granted hereunder.

13.2 Governing Law. This Agreement shall be governed in all respects by the laws of the District of Columbia, 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 the District of Columbia. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Media Images International, LLC shall have the right to commence any legal or equitable action or proceed before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the sole judgment of Media Images International, LLC, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitations, any arbitration proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to any claim.

13.3 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 and in compliance with applicable laws.

13.4 Waiver. No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Media Images International, LLC in the exercise of its rights or remedies will not function as a waiver of such rights or remedies, and a single or partial exercise by Licensor 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 shall not be construed as a continuation of that waiver of right or remedy on any other occasion.

13.5 Entire Agreement. This Agreement, including the Invoice, 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 the Invoice, any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.

13.6 Removal . Upon notice from Media Images International, or upon Licensee's knowledge, that any Licensed Material may be subject to a claim of infringement of another's right for which Licensor may be liable, Media Images International may require Licensee to immediately and at its own expense: (a) stop using, printing, displaying or reproducing the Licensed Material; (b) delete or remove the Licensed Material from its computer systems, electronic storage device(s) or website(s); and (c) ensure that any person or entity using or in possession of the Licensed Material complies with these requirements. Media Images International shall provide Licensee with comparable Licensed Material at no further expense to Licensee, but subject to the other terms and provisions of this Agreement.

PRINT LICENSE TERMS:

By purchasing the selected photographs (the "Prints") you hereby agree and acknowledge that your are not acquiring any right, title or interest in or to the Print(s) or any associated copyrights, other than the right to possess, hold and use the Print(s) for non-commercial purposes. In addition, you agree that you will: (a) not scan, copy, duplicate or otherwise reproduce or use the Print(s) for any commercial or business purpose without the express written consent of Media Images International and, (b) indemnify Media Images International, LLC and its affiliates, officers, managers, employees, contractors, contributors and agents against any claims, losses or damages incurred as a result of or in connection with your breach of the foregoing restrictions.

You also hereby acknowledge that the Prints are being produced and manufactured by a third party chosen by the Licensor, and that Media Images International, LLC is not involved in, nor otherwise responsible or liable for, the production, manufacture, or delivery of such Prints.

PERSONAL USE ELECTRONIC DOWNLOAD TERMS:

By purchasing the selected photographs (the "Images") you hereby agree and acknowledge that you are not acquiring any right, title or interest in or to the Images(s) or any associated copyrights, other than the right to possess, hold and use the Images(s) for personal, non-commercial purposes. You may not distribute, publish or display the Image(s) on any file-sharing or social media networks or platforms, including but not limited to Flickr, Facebook, Twitter, YouTube, MySpace, Yahoo, Instagram etc., or any mobile applications (apps). Furthermore, you agree that you will: (a) not scan, copy, duplicate, distribute or otherwise reproduce the Images(s), (b) not use the Images for any commercial purpose without first obtaining the express written consent of Media Images International and (c) indemnify PhotoShelter and its affiliates, officers, members, managers, employees and agents against any claims, losses or damages incurred as a result of or in connection with your breach of the foregoing restrictions.

You hereby acknowledge that use of any Images obtained via Personal Use Electronic Download in contrary to the license provided herein constitutes Unauthorized Use, which may subject you to civil and/or criminal penalties or other remedies as may be determined and sought by Media Images International, LLC.

Comp File Download and Preview License Agreement

Definitions. As used in this Agreement:

"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 right, which is licensed to Licensee by Licensor 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 taken as a whole.

"Licensee" and “You” refer to the person or entity purchasing a license hereunder, and set forth in the applicable Invoice as the "licensee" receiving the rights to the Licensed Materials as specified hereunder.

"Licensor" refers to the legal entity known as Media Images International, LLC, a District of Columbia based business. Media Images International, LLC shall be set forth on the Invoice as the "licensor" having the authority to grant rights to the Licensed Materials as specified hereunder.

"Invoice" means the computer-generated or pre-printed invoice provided by or through the Site that may include, without limitation, names of the Licensor and Licensee, the permitted scope of use of the Licensed Material selected and the corresponding price for the license of such Licensed Material.

“Comp License” means the complimentary issuance of a license for a limited purpose during a specified period.

1. Grant of Comp License.

1.1. For a period not to exceed thirty (30) days, Media Images International grants to Licensee a non-exclusive, non-transferable, non-assignable right to use the image file(s) Licensee has selected, and any derivatives or copies (collectively, the "Licensed Material"), on Licensees personal computer for mock-up or layout purposes or non-commercial test or sample use only.

2. Restrictions.
2.1	Licensee is restricted from using the Licensed Material: (a) within any final production materials distributed inside of Licensee’s company, any materials distributed outside of Licensee’s company, or distributed to the public. This includes, but is not limited to, advertising and marketing materials or any online or other electronic distribution system (except that Licensee may transmit watermarked comps digitally or electronically to License’s clients for their review). Such comps may not be distributed, sublicensed or made available for use or distribution in any form and no rights may be granted to the Licensed Material.
2.2	Licensee is authorized to retain one copy of the Licensed Material for backup purposes in case the original Licensed Material becomes defective, corrupted, destroyed or otherwise permanently unusable. Licensee may not share (internally or externally) or copy the Licensed Material, except as specifically provided for herein. This Agreement prohibits any use of the Licensed Material that is, or could be deemed, defamatory, pornographic or otherwise unlawful. If Licensed Material featuring a person is used (a) in a manner that implies endorsement of, or a connection to, a product or service by that model; or (b) in connection with a potentially unflattering or controversial subject matter, Licensee must print a statement that indicates that the person is a model and is used for illustrative purposes only.

3. Rights-Managed Comp Image Download Fee.

3.1 For rights-managed still-image Licensed Material only, if at the end of thirty (30) days Licensee has not licensed the Licensed Material for end use in a final project, Licensee will be invoiced, and agrees to pay, a comp service fee in the amount of one hundred dollars ($100) USD or such other local currency amount as Media Images International may apply from time to time. If, within the 30-day comp license period, Licensee obtains a license for the comped Licensed Material for end use in a final project and does not cancel the license, the comp service fee will be waived. Payment of the comp service fee relates solely to comping use during the 30-day comp license period and does not entitle Licensee to make any additional use of the Licensed Material either before or after expiration of the 30-day period.

4. Video Download Fee.

4.1. Upon download of any video Licensed Material, Licensee will be invoiced, and agrees to pay, a non-refundable access service fee of one hundred dollars ($100) USD or such other local currency amount as Media Images International may apply for downloads within the licensing country or jurisdiction.

5. Additional Rights Available.

5.1. If the Licensee is unfamiliar with the usage rights granted under this Agreement, or desires to use the Licensed Material in a manner not allowable by this Agreement, the Licensee must contact the Media Images International sales office or authorized representative.

6. Warranty.

6.1 Media Images International warrants the Licensed Material provided for digital download to be free from defects 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. MEDIA IMAGES INTERNATIONAL 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 Licensee may have other rights that may vary from jurisdiction to jurisdiction. NEITHER MEDIA IMAGES INTERNATIONAL NOR ANY OF ITS IMAGE PARTNERS SHALL BE LIABLE TO LICENSOR OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THIS LICENSE OR OTHERWISE.

6.2 Licensor makes no warranty against the existence of computer viruses on third party computer servers or hard drives on which the site is hosted or files may be stored. Media Images International disclaims all responsibility and liability for any damages or losses arising from any inaccuracies, errors, viruses, or other items of a destructive nature, which may be contained in digital download files.

6.3 Licensee agrees to take appropriate protective measures to minimize the risk of damage to any computer or storage device that it uses to capture or download digital forms of the Licensed Material.

7. Intellectual Property & Removal.

7.1. All rights to the Licensed Material are wholly owned by Media Images International and/or its image partners and are protected by United States copyright laws, international treaty provisions and other applicable laws. Media Images International and its image partners retain all rights not expressly granted by this Agreement.

7.2. The license contained in this Agreement will terminate automatically without notice from Media Images International upon expiration of the 30-day comp license period or sooner if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately stop using the Licensed Material and either destroy any digital Licensed Material or return the Licensed Material and all copies to Media Images International.

8. Unauthorized Use.

8.1. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of 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 of the United States and the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In the event that Licensee uses the Licensed Material outside of the scope of this Agreement,, Licensee agrees, without prejudice to any other rights or remedies available to Media Images International, to pay within thirty (30) days of such unauthorized use, a fee of fifteen hundred ($1500). This section is severable and shall survive any termination or expiration of the rights granted hereunder.