"Licensor/Image Supplier/Us" means urbanlip.com. "The Client/Licensee/You" means you. "Image(s)" means all types of visual content which may be offered for the purpose of reproduction. No variation of these terms and conditions shall be effective unless agreed to in writing by both parties.
urbanlip.com’s terms and conditions are deemed the industry standard.
THIS IS A LEGAL AGREEMENT BETWEEN YOU ("THE CLIENT/LICENSEE/YOU") AND URBANLIP.COM LTD ("URBANLIP.COM" or "LICENSOR/IMAGE SUPPLIER/US"). BY ACCEPTING AND USING THE IMAGES (INCLUDING PREVIEW IMAGES OR THUMBNAILS) YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
If you are entering into this Agreement on behalf of your employer, the Licence granted and the restrictions and limitations on the use of the images set forth below apply to your employer as well as to you as a representative of your employer. Should you cease working for your employer, your employer (but not you) may continue to use the images under the terms of this Agreement.
"Images" means all types of visual content, including without limitation, still photography, motion film or video, and may have an audio component, whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to Images includes the whole or the part.
"Invoice" means the agreement provided by URBANLIP.COM LTD or an authorized distributor that includes among other terms, the permitted scope of use of the Images selected, any limitations on the use of the Images and the licensee fee that corresponds to the use. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
Unless stated otherwise in the Invoice, URBANLIP.COM grants to Licensee a non-exclusive, non-sub-licensable and non-assignable right to reproduce, display, broadcast, transmit, or create a derivative work (collectively "use") the Images identified in the Invoice, solely to the extent the use is explicitly stated in the Agreement. Image(s) licensed for editorial purposes may be cropped for placement purposes, provided that the editorial integrity of the Image is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or manipulated, or combined with other Image(s) without URBANLIP.COM’S prior written permission.
If Licensee is obtaining rights on behalf of a client, it may permit the client to exercise the rights granted, provided the client or any subcontractor or employee agrees to use the Image(s) as limited in the Invoice and agrees to be bound by the terms of the Agreement. Notwithstanding the foregoing, Licensee and client remain jointly and severally liable and responsible for all uses. No ownership or copyright in any Image shall transfer to Licensee by the grant of the license contained in this Agreement or Invoice. All rights not expressly granted to the Licensee are reserved to URBANLIP.COM and the copyright holder.
The use of the licensed Image(s) is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice. Licensee may not use nor permit the use of the licensed Image(s) beyond the terms of the limited license Agreement without first obtaining an additional license, including any electronic reproduction or promotional rights.
Licensee may not use any Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.
Licensee may not incorporate the licensed Image in any logo, trademark or service mark.
Licensee may not make the Image(s) available in any medium in a manner intended to allow or invite a third party to download, extract or access the Image(s) as a standalone file.
Licensee may not archive, republish or transmit any images on any database or to a network, social networking site or bulletin board or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from URBANLIP.COM.
Unless otherwise expressly licensed, Image(s) 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 Image(s) on mobile devices.
Licensee may not use the Image(s) contrary to any restriction on use provided to Licensee prior to or at the time the Image is delivered to Licensee. Restrictions may be provided with the Image information located on URBANLIP.COM’S or any authorized distributor's website or otherwise communicated.
Licensee may not use any of the Images in any manner prohibited by any export laws, restrictions or regulations.
Licensee may not use the Images in any manner that would be deemed offensive to the model. Offensive uses include but are not limited to the use of an Image that involves or implies illegal activities, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence. If any Image featuring a model is used in:
(i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or
(ii) in connection with a subject that would be unflattering or controversial to a reasonable person.
Licensee must accompany each such use with a conspicuous statement that indicates that the person so pictured is a model and the Image is used for illustrative purposes only.
If any Image is used in an editorial manner, the credit line, "URBANLIP.COM or photographers name/supplier agency/urbanlip.com", must appear adjacent to the Image or as otherwise indicated by URBANLIP.COM. If the Image consist of footage or audiovisual material, credit shall be provided, in equal size and comparable placement to credit(s) accorded to licensors of other similar content, substantially in the form "[Footage] [Imagery] supplied by [URBANLIP.COM]".
If Licensee omits the credit, an additional fee equal to two (2) times the original amount invoiced shall be payable by Licensee at URBANLIP.COM’s discretion. The foregoing fee shall be in addition to any other rights or remedies that URBANLIP.COM may have at law or in equity. It is understood that Images used for advertising purposes do not require credit.
URBANLIP.COM will notify Licensee if it has obtained a model release and/or a property release for Image(s), either in the release status information accompanying the Image(s) on URBANLIP.COM's website, in the Invoice or by other means. URBANLIP.COM 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 Image(s). Licensee shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use of such Image(s). Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. URBANLIP.COM uses commercially reasonable efforts to identify the caption for each Image, but cannot be held responsible for erroneous or incomplete caption information.
URBANLIP.COM reserves the right to automatically terminate or revoke the license contained in this Agreement and invoice without notice if Licensee or its client fails to comply with any provision of this Agreement. Upon termination, Licensee and its client must immediately stop using the Image(s), delete the Image(s) and all copies from all magnetic media and destroy all other copies. URBANLIP.COM reserves the right to discontinue the use of any Image(s) for any reason and elect to replace the Image(s) with an alternate Image(s). Upon notice of any discontinuance of the use of a particular Image, Licensee, its employer and its client, if applicable, agree not to use the Image(s) in the future.
For all Image(s) that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of URBANLIP.COM and the image number, all metadata or other identification number associated with the Image(s) may be included as part of the electronic file. Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the Image(s). Licensee may make one (1) high-resolution backup copy of the Image(s) for security reasons only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Image(s) from its computer or other electronic storage systems and shall ensure that any client authorized to use the Images deletes the Image(s) as well.
Time is of the essence in the performance by Licensee of its obligations for payments. Payment of the Invoice is to be net thirty (30) days unless payment in advance of receipt of the Image(s) is deemed necessary by URBANLIP.COM. Any claims for adjustment or rejection of terms must be made to URBANLIP.COM within ten (10) days after receipt of invoice.
URBANLIP.COM warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the Image(s) 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 Image(s)).
General Disclaimers and Limitation of Liability
URBANLIP.COM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. URBANLIP.COM 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 IMAGES OR OTHERWISE, EVEN IF VENUS STOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. URBANLIP.COM'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE IMAGE(S).
THE REPRESENTATIONS AND WARRANTIES MADE BY URBANLIP.COM IN THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY URBANLIP.COM AND WILL BE INVALID IF THE IMAGE(S) IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT. OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
Licensor Indemnity. Provided Licensee is not otherwise in breach of this Agreement and subject to Section 10, as Licensee's sole and exclusive remedy for any breach of the representations and warranties above, Licensor shall defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that URBANLIP.COM is in breach of its warranties set forth above. No other indemnification is offered by Licensor under the Agreement.
Licensee Indemnity. If Licensee's use of the Image(s) is not authorized by this Agreement, Licensee shall defend, indemnify and hold URBANLIP.COM 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 Image(s) by Licensee, to the extent that such claim relates to the absence of a release or the Licensee's unauthorized use of the Image(s).
All rights to the Image(s) are owned by URBANLIP.COM and/or it’s licensors and are protected internationally by copyright and other applicable laws. Any use of Image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling URBANLIP.COM 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 URBANLIP.COM'S other remedies under this Agreement, URBANLIP.COM reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times URBANLIP.COM’S normal license fee for use of the Image(s).
Notification of Misuse: Licensee will immediately notify URBANLIP.COM if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Image(s), in whole or in part, or is violating any of URBANLIP’S intellectual property rights, including, but not limited to, trademarks and copyrights.
No Assignment: This Agreement is not assignable or transferable on the part of Licensee.
No Waiver: No action of URBANLIP.COM, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of URBANLIP.COM in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.
Entire Agreement: This Agreement and the Invoice contains all the terms of the agreement between URBANLIP.COM and Licensee and no term or conditions may be added or deleted unless made in writing and signed by 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.
Jurisdiction: The laws of England and Wales, whose courts are the courts of exclusive jurisdiction, govern this Agreement, save that URBANLIP.COM shall have the right to bring proceedings in any jurisdiction to obtain injunctive or other relief against Licensee/you in the event that, in the opinion of URBANLIP.COM such action is necessary or desirable.
If you wish to use the Images in a manner not permitted under this Licence Agreement, please contact URBANLIP.COM at firstname.lastname@example.org.
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