This License Agreement, together with any invoice (collectively, the “Agreement”), sets forth the terms and conditions between you, your employer, or any other client or end-user on whose behalf you are purchasing a license as the licensee (collectively, “You(r)” or “Licensee”) and PHOTOGRAPHIC-VIEWS.COM ( OWNER ANDREAS MICHAEL SEREC), as licensor. Your acceptance of this Agreement by licensing any images offered for licensing on the website (“Image(s)”) forms a binding agreement between Licensee and PHOTOGRAPHIC-VIEWS.COM.
1. Ownership of Images. All Images on the PHOTOGRAPHIC-VIEWS.COM Website are protected by austrian copyright law and international copyright treaties. PHOTOGRAPHIC-VIEWS.COM ( OWNER ANDREAS MICHAEL SEREC) own or control all rights, including the copyrights in and to the Images. PHOTOGRAPHIC-VIEWS.COM ( OWNER ANDREAS MICHAEL SEREC) reserve all rights in and to the Images not expressly granted to Licensee in this Agreement.
2. License Terms.
2.1. Standard License.
Web and Print ready. Subject to the terms of this License Agreement, PHOTOGRAPHIC-VIEWS.COM ( OWNER ANDREAS MICHAEL SEREC) grants Licensee a perpetual, worldwide, non-transferable, non-sublicensable, non-exclusive right to reproduce, transmit and display, in whole or in part, the Images and right to create derivative works (collectively “use”) with respect to the Images identified on PHOTOGRAPHIC-VIEWS.COM’s Invoice, for up to 500,000 print copies and up to 1,000,000 impressions for digital copies, under a standard license, for all uses in all media, subject to the restricted uses in Section 3 described below. As part of the standard license, Licensee may alter, crop, modify or adapt the Images. Licensee may make a copy of the content for internal back-up purposes provided PHOTOGRAPHIC-VIEWS.COM’s copyright management information and any Image identifying information embedded with the digital file (“metadata”) is retained with the file. Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement.
This license is granted to one Licensee. An additional multi-seat license must be obtained for other members of Licensee’s organization to access Images and use them, as set forth in Section 2.2(iii) below.
2.2. Extended Licenses.
You may purchase an extended license to increase the usage rights granted in the standard license as follows:
i. Unlimited print runs and impressions use the Images to create unlimited (a) print reproductions in excess of 500,000 copies, including without limitation, advertising, marketing and promotional materials, newspapers, magazines, books or product packaging; and (b) digital impressions in excess of 1,000,000 copies, including without limitation, video, television, cinema, software, applications, and electronic documents, subject to the restricted uses in Section 3 described below.
ii. Products for sale incorporate the Images into print or electronic products for resale or distribution, (including templates and on-demand products) without regard to the size of the print run, manufacturing units, or impressions of such products (including individual downloads), including without limitation, screen-savers or wallpapers for mobile devices, website designs, presentation templates, electronic greeting cards, print greeting cards, business cards, t-shirts or other clothing or accessories, tote bags, mugs, magnets, calendars, posters or any other electronic or printed matter, provided that such product either combines the Image with words and/or other graphics or images; or the Image is not the primary factor driving the sale of such product.
iii. Multi-seat License provides multiple members of a team within the same organization access to licensed Images. Unless a multi-seat license is purchased, Images may not be stored on a server or content management system which gives more than one person simultaneous access to the content.
2.3. Ownership of Derivative Works.
In the event that Licensee creates a derivative work based on or incorporating one or more Images, all rights in and to such Images shall continue to be owned by PHOTOGRAPHIC-VIEWS.COM, subject to Licensee’s rights to use such Image(s) pursuant to the terms of this Agreement.
2.4. Marketing and Promotion of Derivative Works.
Licensee grants PHOTOGRAPHIC-VIEWS.COM the right to display or reference Licensee’s derivative work using or incorporating licensed Images for any marketing, educational, and/or promotional purposes as an example of customer usage.
3. Restrictions on Image Use.
Licensee may NOT without obtaining specific prior written consent from PHOTOGRAPHIC-VIEWS.COM ( OWNER ANDREAS MICHAEL SEREC) (which may not be available) do the following:
i. Sublicense, sell, assign, convey or transfer any of its rights under this Agreement (except for derivative works incorporating any Image).
ii. Without obtaining an appropriate extended license, use the Images to create (a) print reproductions in excess of 500,000copies, including without limitation, advertising, marketing and promotional materials, newspapers, magazines, books or product packaging; and (b) digital impressions in excess of 1,000,000 copies, including without limitation, video, television, cinema, software, applications, and electronic documents.
iii. Without obtaining an appropriate extended license, incorporate the Images into print or electronic products for resale or distribution, (including templates and on-demand products), without regard to the size of the print run, manufacturing units, or impressions of such products (including individual downloads), including without limitation, screen-savers or wallpapers for mobile devices, website designs, presentation templates, electronic greeting cards, print greeting cards, business cards, t-shirts or other clothing or accessories, tote bags, mugs, magnets, calendars, posters or any other electronic or printed matter, provided that such product either combines the Image with words and/or graphics or images; or the Image is not the primary factor driving the sale of such product.
iv. Without obtaining a multi-seat license, provide multiple members of a team within the same organization access to licensed Images. Unless a multi-seat license is purchased, Images may not be stored on a server or content management system which gives more than one person simultaneous access to the content.
v. Sell, license or distribute its final product in such a way that permits Licensee’s end-users to extract or access any Image as a stand-alone unmodified file.
vi. Incorporate any Image into a logo, trademark or service mark.
vii. Use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other subject matter and materials.
viii. Use any Image in any manner prohibited by any international export laws, restrictions or regulations.
ix. Falsely represent (either expressly or by implication) that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from any Image.
x. Without obtaining the prior written consent of PHOTOGRAPHIC-VIEWS.COM and the payment of an additional license fee, upload an Image as an unmodified standalone file to file-sharing websites or social networking websites or other third party website that claims to acquire ownership rights in the Images contrary to the terms of this Agreement. Upon PHOTOGRAPHIC-VIEWS.COM’s request, Licensee shall immediately remove any Images from such platform or website.
xi. Use content identified as “Editorial Use Only”, for any commercial, promotional, endorsement, advertising or merchandising use. For the avoidance of doubt, “Editorial Use Only” means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which Licensee receives a fee from a third-party advertiser or sponsor).
xii. Use the Images for editorial purposes without including the following credit adjacent to the Image or included in audio/visual production credits “© Andreas Michael Serec | photographic-views.com” .
4. Sensitive Use Disclaimer.
If an Image featuring a model or property is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person (except for Images identified as “Editorial Use Only” used in an editorial manner), Licensee must accompany each such use with a conspicuous statement that indicates that (i) the Image is being used for illustrative purposes only; and (ii) if a recognizable person is depicted in the Image, that person is a model.
Model releases can be provided to Licensee for Images containing identifiable persons upon request, if PHOTOGRAPHIC-VIEWS.COM indicates that a model release is available. Personal information may be removed from the model release to protect the privacy of the model. Other than model releases for recognizable persons on Images identified as released, PHOTOGRAPHIC-VIEWS.COM grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Image, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.
6. Payment Terms.
All Images will be considered to be unlicensed until full payment of PHOTOGRAPHIC-VIEWS.COM’s invoice is received pursuant to PHOTOGRAPHIC-VIEWS.COM’s payment terms. Unless credit terms have specifically been agreed upon in writing by PHOTOGRAPHIC-VIEWS.COM, payment of PHOTOGRAPHIC-VIEWS.COM's invoices must be received within thirty (30) days of its date (net of any discounts). The Licensee agrees to pay PHOTOGRAPHIC-VIEWS.COM a service charge of 1.5% percent per month on any unpaid balance after this time period for the use of any Image. Any disputes concerning the invoice must be submitted in writing, within thirty (30) days of the invoice date, or the Licensee shall be deemed to have accepted the invoice as issued.
7. Cancellation Policy.
All licenses are final; no refunds or credits will be allowed.
8. Copyright Infringement and Liquidated Damages.
In the event that the Licensee utilizes any Image without a license, PHOTOGRAPHIC-VIEWS.COM reserves the right to seek damages through a legal claim unless the Licensee agrees to reimburse PHOTOGRAPHIC-VIEWS.COM, as liquidated damages, a sum equal to at least five (5) times the market value price charged for such use of an Image. If the Licensee fails to make the payment as outlined above, within thirty (30) days of PHOTOGRAPHIC-VIEWS.COM’s invoicing such fee, this liquidated damage provision shall be void and PHOTOGRAPHIC-VIEWS.COM reserves the right to sue Licensee (including without limitation Licensee’s client(s) and end-user(s)) for copyright infringement, including attorneys' fees and all associated costs.
The license contained in this Agreement will terminate automatically without notice from PHOTOGRAPHIC-VIEWS.COM if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Images; (ii) destroy or, upon the request of PHOTOGRAPHIC-VIEWS.COM, return the Images to PHOTOGRAPHIC-VIEWS.COM; and (iii) delete or remove the Images from Licensee's premises, computer systems and storage (electronic or physical).
PHOTOGRAPHIC-VIEWS.COM reserves the right to revoke the license to use any Image for good cause and elect to replace such Image with an alternative Image. Upon notice of any revocation of a license for any Image, Licensee shall immediately cease using such Images, shall take all reasonable steps to discontinue use of the replaced Images in products that already exist and shall inform all end-users and clients of same. If the Image(s) is used on a social media or other third party website; the Images may only be used as part of another work and not as a stand-alone file; and any rights shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Images contrary to the terms of this Agreement.
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 reformed only to the extent to make it enforceable.
12. Choice of Law/Attorneys’ Fees.
This Agreement shall be interpreted in accordance with the laws of Austria, without reference to any laws relating to conflicts of laws. Licensee agrees to submit to the exclusive jurisdiction of the provincial and federal courts located in Vienna, Austria. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If PHOTOGRAPHIC-VIEWS.COM is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse PHOTOGRAPHIC-VIEWS.COM for its legal fees and disbursements (including attorneys’ fees and costs) if PHOTOGRAPHIC-VIEWS.COM is successful.
No action of PHOTOGRAPHIC-VIEWS.COM, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
14. Entire Contract.
This Agreement (including any invoice issued to Licensee) 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 or other writing sent by Licensee, the terms of this Agreement shall govern.