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MedioImages
| | License Agreement |
This is a LEGAL AGREEMENT made between
you the user and MedioImages, and governs how you may use MedioImages.
In CONSIDERATION of MedioImages allowing you to use these images,
in the manner permitted by this Agreement, YOU AGREE TO BECOME
BOUND BY THE FOLLOWING TERMS AND CONDITIONS:
Applies to Images Purchased online and on
CD ROM.
This Agreement is made on the day of purchase
between MedioImages Inc. ("MedioImages") of the on part and
you the user ("the Company") of the other part.
In consideration of you paying the agreed license fee and
in consideration of your agreeing to be bound by the terms
and conditions contained in this legal agreement, MedioImages
agrees to allow you to use the image/s in the manner permitted
by this Agreement on the terms and conditions as follows:
1. GRANT OF RIGHTS
1.1 MEDIOIMAGES REQUESTS A CREDIT ADJACENT TO
IMAGES USED ON PAGE OR SCREEN READING: MedioImages
1.2 In consideration of the obligations,
warranties and undertakings of the Company in this Agreement,
and subject to and conditional upon their full and timely
performance and observance, the Company grants to the Company
a non-transferable non-exclusive license to use the photographic
images.
1.3 The image/s may be accessed and used
by the Company and up to nine other people employed by the
named entity, which purchased the image/s, on a computer network.
For sharing on larger networks, an upgrade license is required.
2. WARRANTIES OF THE COMPANY
The Company warrants, agrees and undertakes
with the Company that:
2.1 To the best of the Company's knowledge,
the photographic works the subject matter of this
Agreement are not defamatory, obscene or blasphemous, and
do not infringe any rights of copyright or other intellectual
property or proprietary rights of third parties, but no right
of action shall accrue against the Company in the event of
the said photographic works being deemed or found to be defamatory,
obscene or blasphemous or an infringement of third party rights.
2.2 The Company warrants that all permissions
and consents required in relation to the exploitation of persons
and individuals featured in the said photographic works have
been obtained but that this
permission expressly and exclusively relates only to activities
and uses permitted by the terms of this Agreement as outlined
above. Furthermore, no claim or action of any sort can arise
against the Company in this Agreement for the use of these
images and no liability the Company to comply with the terms
of this Agreement.
3. REMUNERATION
3.1 The Company agrees to pay in advance
for the licensed use of the photographic images and data as
agreed under the terms of this Agreement in advance of any
use of such images or data.
3.2 The Company warrants, undertakes and
accepts that permission to use the said photographic works,
the subject matter of this Agreement will only be deemed to
have been given after receipt by the Company of the agreed
remuneration, and the Company fully accepts that the Company
has no right to use the said photographic works in any manner
until the said remuneration has been paid.
4. WARRANTIES OF THE COMPANY
The Company warrants and undertakes, confirms
and agrees with MedioImages:
4.1 That all rights of a proprietary and
copyright nature and title in and to the photographic works
and materials are expressly acknowledged as the property of
MedioImages and subject only to the non exclusive, non-transferable
license contained in this Agreement, which does not confer
any copyright or proprietary rights of any nature whatsoever
on the Company aside from the uses specified in this Agreement.
4.2 The Company shall use the photographic
works in the manner and in the context agreed by the
MedioImages and as outlined in this Agreement and shall not by
any act or omission impair or prejudice the copyright in the
photographic works, or violate any moral right or deal with
the photographic works or materials so that any third party
might obtain any lien or other right of whatever nature incompatible
with the rights of MedioImages, and nothing may be superimposed,
inserted, transposed, merged or added to the said photographic
works nor may they be altered or distorted in any way or used
in any fashion which could be regarded as derogatory, offensive,
blasphemous, defamatory, libelous, obscene or pornographic.
Furthermore, no part, segment or piece of any photographic
image or data, no matter how small, may be used or merged
in connection with other images or artwork so as to create
a new image, which could be regarded as derogatory, offensive,
blasphemous, defamatory, obscene, pornographic or libelous.
4.3 The Company shall ensure that all copies
of the photographic works and materials published and distributed
by the Company shall contain full and accurate copyright notices,
credit attributions and acknowledgments that the copyright
is retained in the works by MedioImages, and that reproduction
is permitted under limited license from Mediocom.
4.4 The Company shall give full particulars
to MedioImages as soon as the Company becomes aware of any actual
or threatened claim by any third party in connection with
the photographic works.
4.5 The Company shall retain total control
and possession at all times of the photographic works and
materials and ensure that these are kept in safe and secure
storage facilities and shall not allow the photographic works
or materials to fall into the hands of third parties who are
not licensed by this Agreement.
4.6 The Company shall indemnify and keep
fully indemnified MedioImages from and against all actions, proceedings,
claims, demands, costs (including any legal costs compensation
costs and disbursements paid by the Company on the advice
of their legal advisors to compromise or settle any claim),
awards and damages arising directly or indirectly as a result
of any breach or non-performance by the Company of any of
the Company's undertakings, warranties or obligations under
this Agreement.
4.7 The Company warrants and undertakes not
to assign or license the use of the photographic works and
materials or any image or any portion thereof for any purpose
other than those purposes specifically agreed between MedioImages
and the Company under this Agreement. In particular, the Company
may not loan, rent, hire or otherwise transfer or purport
to transfer the right to use the photographic materials or
works in any way to any other person or entity.
4.8 The Company accepts that MedioImages supplies
the photographic works and materials "as is" and
that MedioImages makes no warranty either express or implied
of merchantability, fitness for purpose, type or quality of
image or compatibility with any other facility. MedioImages shall
not be liable for any of the use of the said photographic
works either as permitted under this license Agreement or
otherwise.
4.9 The Company accepts and warrants that
use of the photograph images, and data shall not infringe
any third party rights, of any nature, and any liability for
the infringement of third party rights, of whatsoever nature,
shall rest with the Company.
5. DETERMINATION
It shall constitute repudiation by the Company
of its obligations under this Agreement if:
5.1 The Company fails to pay any amount due
under this Agreement within two weeks of the due date.
5.2 The Company is in breach of any other
term of this Agreement.
5.3 Any of the Company's representations
shall prove to have been incorrect.
5.4 The Company is declared or becomes insolvent
or bankrupt, or the Company is put into examiner ship, receivership,
administration or liquidation. MedioImages reserves the right
to accept such repudiation on the part of the Company and
to determine the license Agreement forthwith and to demand
the immediate return of all photographic works and materials
in whatever form supplied or held created or produced by the
Company.
6. MISCELLANEOUS
6.1 The provisions of this Agreement shall
be governed by and construed in accordance with the laws of
the State of Maryland.
6.2 This Agreement contains the full and
complete understanding between the parties, and supersedes
all prior arrangements and understandings whether written
or oral appertaining to the subject matter of this Agreement,
and may not be varied except by an instrument in writing signed
by all the parties to this Agreement.
Please carefully read the full text
of your license Agreement. By using the images you are consenting
to the full terms of the license.
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Contact|
Phone | : 1-800-959-2823 |
| Fax | : 1-866-998-8383 |
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