AP Images License Terms
THE FOLLOWING TERMS AND CONDITIONS ("LICENSE TERMS") GOVERN YOUR RIGHT TO USE ANY PHOTOGRAPHIC IMAGES, GRAPHIC IMAGES, TEXT, CAPTIONS OR AUDIO-VISUAL FILES (COLLECTIVELY, "CONTENT") THAT YOU ACCESS (WHETHER BY DOWNLOAD, SEPARATE ELECTRONIC OR WIRELESS DELIVERY, OR DELIVERY BY PHYSICAL MEDIA, COLLECTIVELY "ACCESS") VIA THIS AP IMAGES WEBSITE (THE "SITE"). BY OBTAINING AN ACCOUNT FROM THE ASSOCIATED PRESS OR ONE OF ITS AFFILIATES (COLLECTIVELY, "AP"), AND BY ACCESSING ANY CONTENT FROM THIS SITE, YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THESE LICENSE TERMS.
These License Terms are binding obligations of You. "You" means: (a) the individual listed as the registrant of the account through which Site access privileges have been granted ("User"), and (b) if User is registered, as indicated in User's account registration, on behalf of User's employer, client or another third party (such employer, client or third party, a "Principal"), also such Principal. If User is acting on behalf of a Principal, then (a) User represents and warrants that User has the authority to bind, and has bound, such Principal to these License Terms; (b) the rights granted hereunder shall inure solely to the benefit of Principal to the exclusion of User; and (c) User agrees to be jointly and severally liable for any breach of these License Terms by Principal.
2. License Grants
2.1 General a. Rights Limited to Those Expressly Granted.You acknowledge and agree that You have no right to use, copy, publish, display, transmit, broadcast or otherwise exploit any Content except as expressly authorized in Sections 2.2, 2.3, 2.4 or 2.5 of these License Terms, or as expressly authorized in a separate written agreement (a "License Agreement") between You and AP. Absent a License Agreement, Your authorization to use any Content must be evidenced by the issuance by AP of a written invoice (an "Invoice"), which must include identification of the Content licensed, the prices and rates for use, and may include additional restrictions or limitations.
b. All Licenses Subject to Applicable Restriction.
2.2 Limited License for Layout, Comp or Preview Use:
Except as otherwise set forth in a License Agreement, upon Your Access of any Content via this Site, You are hereby granted, for a period of fifteen (15) days following the date You Access such Content, a non-exclusive, non-sublicensable, non-transferable and non-assignable right solely to evaluate whether You wish to obtain a non-"Preview Use" license for the Content. Such rights are subject to the following additional restrictions:
a. No Publication, Distribution or Broadcast:
The Content may be used ("Preview Use") solely in temporary test, sample, comp, layout or rough cut evaluation materials ("Preview Materials") of a proposed work. You may review the Content and Preview Materials internally; provided, however, that neither the Content nor any Preview Materials may be published displayed, transmitted, broadcast, exploited or in any way made accessible outside Your operations. Neither the Content nor any Preview Materials may under any circumstances be shared or made available to any third party or the public.
b. At-Will Termination.
AP may terminate Your rights under this Section 2.2 with respect to any Content for any or no reason. Such termination shall be effective immediately upon notice from AP. Upon such termination, You shall immediately cease all use of the Content and any Preview Materials in which such Content is used, and shall cause all persons in Your control to do the same.
2.3 Rights Managed Content.
A substantial majority of the Content is "rights managed" material that is licensed on a per-use basis ("Rights Managed Content"). Except for Content that AP has expressly designated as "Royalty-Free", all Content that You Access from this Site will be Rights Managed Content. If You have obtained, either through a License Agreement or an Invoice, the right to publish, display, transmit or broadcast certain Rights Managed Content, You are hereby granted a limited right to use such Rights Managed Content in the manner, via the media or platforms ("Licensed Platform"), and in the territories, expressly identified in the applicable License Agreement or Invoice, as the case may be. Such rights shall be on a nonexclusive basis except as expressly set forth in an License Agreement or Invoice, as the case may be.
2.4 Royalty-Free Content.
A limited amount of the Content may be "royalty free" material that is licensed for an unlimited number of uses for a one-time flat fee ("Royalty-Free Content"). No Content on the Site will be Royalty-Free Content unless it is expressly designated as such on the Site. If You have obtained, either through a License Agreement or an Invoice, the right to publish, display, transmit or broadcast Royalty-Free Content, You are hereby granted a limited, nonexclusive, perpetual worldwide right to use such Royalty-Free Content.
2.5 MicrostockRF Content.
MicrostockRF No Sale
You acknowledge and agree that these License Terms does not effectuate any sale of the MicrostockRF Content. Except for the rights specifically sublicensed under these License Terms, You shall not have any right, title or interest in or to, and in any event shall have no ownership of, the MicrostockRF Content, including any copyright and other intellectual property rights.
Notwithstanding anything herein to the contrary, subject to the terms and conditions of these License Terms, AP hereby grants to You a non-exclusive, perpetual, worldwide, non-transferable sublicense to use, reproduce or display the MicrostockRF Content an unlimited number of times in the authorized media solely for (a) personal or educational purposes and (b) in connection with the operation of a business. However, You shall have no right to sell or otherwise distribute the MicrostockRF Content or any reproductions thereof to any third parties, whether alone or incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known. Notwithstanding the above, You shall have the right to sell or distribute the MicrostockRF Content solely as incorporated onto an item of merchandise or other work of authorship if the MicrostockRF Content has been modified to the extent that it is no longer substantially similar to the original MicrostockRF Content (where such modification may be in the form of changes to the MicrostockRF Content itself or the incorporation of the MicrostockRF Content into other image(s), such as a collage), provided however that the modification must be sufficient enough to qualify as an original work of authorship. Furthermore, You shall have the right to sell or distribute the MicrostockRF Content solely as incorporated onto an item of merchandise or other work of authorship if the primary value of the item being sold or distributed does not lie with the MicrostockRF Content(s) themselves. For greater clarity, it is noted that reproducing the unmodified MicrostockRF Content on mugs, t-shirts, posters, or other similar merchandise for resale is not permitted, as primary value would still lie in the MicrostockRF Content itself. The MicrostockRF Content may also be distributed free of charge in the form of advertising and promotional material, such as brochures, flyers, and the like. You shall have no right to grant further sublicenses. You shall have the right to transfer files containing the MicrostockRF Content or permitted derivative works to employees, or have the MicrostockRF Content reproduced by subcontractors, provided that such employees and subcontractors agree to abide by the restrictions of these License Terms. In the normal course of workflow, You may also convey to a third party (such as a printer) temporary copies of the MicrostockRF Content that are integral to the work product and without which the work product could not be completed. Third parties, employees and subcontractors shall have no further or additional rights to use the MicrostockRF Content and cannot access or extract it from any other file provided. You may create a digital library, network configuration or similar arrangement to allow the MicrostockRF Content to be viewed by their employees, partners and clients. You shall pay to AP Images a sublicense fee in accordance with AP's Standard pricing and payment policies. Notwithstanding anything herein to the contrary, with respect to electronic formats, reproduction, distribution or display of the MicrostockRF Content shall be limited to a resolution of 1,000 x 1,000 pixels in website uses (regardless of the resolution of the MicrostockRF Content available for downloading from the APImages.com website), and shall be limited to the resolution available for downloading from the APImages.com website in other electronic uses. For clarification purposes but subject to the foregoing restrictions, it is intended that this sublicense shall permit use, reproduction and display of the MicrostockRF Content in or for a business or commercial setting or circumstances, display in an office or other place of business, on advertising and promotion materials, and the like.
Notwithstanding anything herein to the contrary (including, without limitation, the restriction in subsection (8.2a below), You may utilize all the rights under these License Terms for itself, and additionally, on behalf of one (1) of its clients. As such, You may sublicense its rights and obligations hereunder to one (1) such client, and such client shall have all the rights, restrictions and obligations under these License Terms, but without the right to further sublicense these rights to additional parties. If You desire to use the MicrostockRF Content on behalf of more than one (1) client, then You will have to download and pay for additional license(s) to the same MicrostockRF Content.
Notwithstanding the above, if MicrostockRF Content is in violation of AP's Terms and Conditions of Use, AP reserves the right to instruct You to cease all use, distribution and possession of such MicrostockRF Content, and You must promptly comply with such instructions.
2.6 Reservation of Rights.
AP and its licensors reserve all rights in and to the Content other than those rights that have been expressly granted to You in a License Agreement or these License Terms. Without limiting the generality of the foregoing, except as expressly granted in a License Agreement or in Sections 2.2, 2.3, 2.4 or 2.5, You may not, directly or indirectly, sublicense any rights granted herein or redistribute any Content. In addition, You may not re-publish, re-display, re-transmit, re-broadcast or otherwise subsequently exploit any Content licensed hereunder, including in any re-purposing (such as compilations, online archives, screen shots), without a separate Invoice or License Agreement expressly authorizing such activities.
2.7 Unauthorized Use.
You agree to take all commercially reasonable efforts to prevent third parties from misappropriating or obtaining unauthorized access, use or transmission of the Content (collectively "Unauthorized Use"). In the event that You learn of an Unauthorized Use, You shall promptly and fully inform AP of all facts known to You with respect to such Unauthorized Use. AP may, at its own expense, institute any legal action or proceeding to obtain any relief permitted in law, equity or both, against any persons or entities causing, directly or indirectly, such Unauthorized Use, and if any such action or proceeding is instituted, You shall reasonably cooperate with AP in connection therewith.
3. Additional Terms, Conditions and Restrictions on all License Grants
Except as expressly stated to the contrary in Your Invoice or License Agreement, Your rights under these License Terms and Your License Agreement are subject to the following additional terms, conditions and restrictions:
In connection with the exercise of Your rights granted under Section 2.2, 2.3, 2.4 or 2.5, You may format the Content solely to permit the Content to be displayed on the Preview Materials or Licensed Platform, as the case may be, provided that You do not alter or compromise the editorial content or meaning of such Content. All such reformatted Content shall be treated as "Content" for the purposes of these Licensing Terms, and You hereby assign to AP all right, title and interest You may have in and to such reformatted Content. Without AP's prior written authorization, You may not otherwise alter (including rotate, distort, or create derivative works of) the Content. Content to be used in derivative works must be licensed specifically for that purpose. A "derivative work" includes the use of all or part of the image in another work, such as a collage.
3.2 Editorial Use:
AP is a not-for-profit news cooperative in the business of gathering and distributing news content. Accordingly, the substantial majority of Content licensing is for news or Editorial Use (defined in Section 8.8 below). The access provided to AP members, associate members and new media subscribers, among others, covers solely Editorial Use. Accordingly, if You have obtained, either through a License Agreement or an Invoice, the right to publish, display, transmit or broadcast any Content, such Content is licensed solely for Editorial Use unless such License Agreement or Invoice expressly grants non-Editorial Use rights. All Editorial Use rights are subject to the provisions of Section 5.2. Additionally, all Editorial Use of the Content is subject to the following restrictions:
a. Duration of Publication:
Each Content element may only be published, displayed or broadcasted one time in the Licensed Platform as set forth in the Invoice or License Agreement. If Your Licensed Platform is a website or wireless interactive service, You shall be entitled to publish and/or display such Content for no longer than fourteen (14) days following the date You Access such Content unless otherwise indicated in your License Agreement or Invoice.
b. No Commercial Use.
The Content may not be used for any Commercial Use, including any promotional, advertising or merchandising use. The Content may not be incorporated into a logo, trademark or service mark, or used in any way to suggest an affiliation with or endorsement of any product, service or commercial or non-commercial enterprise.
You shall include the captions and/or text story associated with each Content element within the standard screen view of such Content on the Licensed Platform, provided that this provision shall not apply to use of the Content in broadcast or streaming broadcast productions.
You shall include the credit line set forth in the metadata for any Content. If no credit line is included, You shall use the following credits:
For photos: Visual representation of the "AP" logo on the photo, or immediately below, the words "Associated Press" and the photographer's byline.
For graphics: Visual representation of the "AP" logo on graphic, or immediately below, the words "Associated Press".
For audio: On-screen visual representation of "AP Audio".
For video: Visual representation of the "AP" logo on each frame of AP video, or immediately below, the words "Associated Press".
Except for the credits set forth above, You may not use the trademarks or service marks of AP without AP's prior written consent.
e. Copyright Notice.
You shall display the copyright notice included in the Content metadata in all uses of the Content. If no such copyright notice is included in the metadata, You shall use the following notice: "© [Year] The Associated Press." The year of the copyright must be updated year by year.
3.3 Content Protection Systems.
For the protection of AP and its licensors, Content may be protected by copyright protection, management and/or identification measures ("Content Protection Systems"). Such measures may include encryption devices and digital watermarking and/or may permit electronic tracking of Content. Except as expressly authorized in a License Agreement, You are prohibited from disabling, interfering or otherwise circumventing any and all Content Protection Systems.
Except as expressly authorized by AP in writing, You may not make any archival files of the Content. You may store the Content on Your systems solely as permitted in Your Invoice or License Agreement. In the event that such term is not included in the Invoice or License Agreement, You may be permitted to store a copy of the Content for no longer than 30 days following the date You Access such Content. All permitted archiving of the Content must retain all copyright notices and protection mechanisms employed by AP or on behalf of AP. Upon the termination or expirations of Your rights with respect to a Content element under an Invoice or a License Agreement, You agree to cease all use of such Content and shall promptly delete or destroy any digital copies, except that You may retain one copy of the work You create incorporating the Content solely as necessary for archival purposes.
3.5 Resolution of Photographic Images.
If the Content is or includes a digital photographic or graphic images ("Images"), then You must adhere to the following restrictions:
If Your Licensed Platform is a website, then (i) "thumbnail" versions of such Images may not be displayed on the Licensed Platform at dimensions greater than 1.8 inches by 1.2 inches, resolutions greater than 130 pixels by 84 pixels, and at files sizes greater than 50 kilobytes, and (ii) "full sized" versions of such Images may not be displayed on the Licensed Platform at dimensions greater than 6.2 inches by 4.1 inches, resolutions greater than 450 pixels by 300 pixels, and at files sizes greater than 450 kilobytes.
b. Wireless Devices.
If Your Licensed Platform is a wireless device, then such Images may not be displayed on the Licensed Platform at dimensions greater than 1.8 inches by 1.2 inches, resolutions greater than 130 pixels by 84 pixels, and at file sizes greater than 50 kilobytes.
3.6 MicrostockRF Releases
You acknowledge that AP and/or its licensor (as applicable) generally does not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some MicrostockRF Content. The procuring of such releases is the responsibility of You.
You acknowledge that AP and/or its licensor (as applicable) generally does not have releases from property owners, manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some MicrostockRF Content. It is generally not possible for any stock image library or artist to get blanket releases for such products, but they can often be obtained on a case-by-case basis. The procuring of such releases is the responsibility of You.
4. Cancellation and Termination
4.1 AP may terminate any license granted hereunder or in any License Agreement at any time for any reason whatsoever immediately upon notice to You. In such event, Your sole remedy in such event shall be to receive the amounts You actually paid to AP in respect of such Content. 4.2 Additionally, any and all rights You have to use the Content shall immediately terminate upon notice from AP in the event of any breach or violation of provisions of the Content License, including if the Invoice is not paid in full on time.
With respect to MicrostockRF Content You may continue to license MicrostockRF Content in perpetuity unless terminated in accordance with these License Terms. AP may at any time terminate the license with respect to any MicrostockRF Content in the event of any breach by You of any of his or her representations, warranties or obligations under these License Terms. AP shall also have the right, in its sole discretion, to deny the downloading of any MicrostockRF Content from the APImages.com website. Upon termination of a license for any particular MicrostockRF Content, You shall immediately cease using such MicrostockRF Content, destroy, or upon the request of AP return the MicrostockRF Content to AP, delete or remove the MicrostockRF Content from its premises, computer systems and storage (electronic and physical), and shall ensure that its clients and customers do likewise. You shall certify in writing to such destruction of the MicrostockRF Content, derivative works and/or related materials. Termination of these License Terms shall not relieve You from any payment obligations that may have arisen prior to such termination.
5. Disclaimers and Limitations on Liability
THE CONTENT IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, AP, ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE CONTENT, THE SUBJECT MATTER DEPICTED OR INCLUDED IN THE CONTENT, THE TEXT AND/OR CAPTIONS PROVIDED WITH THE CONTENT IMAGES AND ANY OTHER PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THIS SITE, WHETHER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (2) OF NON-INFRINGEMENT AND TITLE; (3) THAT THE CONTENT WILL SATISFY YOUR REQUIREMENTS OR EXPECTATIONS; AND (4) THAT THE INFORMATION, DATA OR MATERIALS PRESENTED OR DISPLAYED ON THIS SITE ARE CORRECT, ACCURATE OR RELIABLE. No employee or representative of AP is authorized to make, and You shall not rely upon, any representations or warranties other than those expressly set forth herein.
5.2 Concerning Subject Matter Elements. a. With respect to Your right to make Editorial Use of Content, You may only publish, display, transmit, broadcast such Content if and to the extent that the depiction or inclusion of any names, personalities, trademarks, service marks, logos, music, sound recordings, registered or unregistered copyrighted designs or works of authorship (collectively, "Subject Matter") included in such Content constitutes "fair use" (as such term is defined by the laws of the United States) in the jurisdiction in which You publish, display, transmit and/or broadcast such Content. To the extent Your intended use of Subject Matter is not Editorial Use or not protected by "fair use" (or similar doctrines in other jurisdictions) in the jurisdiction where You intend to use the Content that depicts or includes such Subject Matter, Your right to use such Content is conditioned upon Your first obtaining all necessary permissions, licenses, clearances and/or releases for Your intended use. You shall ensure that AP and its licensors are beneficiaries of such permissions, licenses, clearances and/or releases, and You shall indemnify and hold AP and its licensors free and harmless from any claims arising from Your use of the Content that are brought or asserted from any person or entity alleging rights in or to the Subject Matter. You are solely responsible for determining whether or not "fair use" or similar doctrines apply in various jurisdictions and/or whether any permissions, licenses, clearances and/or releases are required in connection with any proposed use of the Content. If You are unsure, You are responsible for contacting competent legal counsel. b. Except as expressly set forth in Section 4.2.c, neither AP or its licensors obtain any permissions, licenses, clearances and/or releases for the use of any Subject Matter depicted or included in any of the Content. c. Without limitation to the generality of Section 4.2.a, the metadata to a Content element may indicate that there is one or more releases covering a model or property depicted in such Content. Upon Your request, AP will make a copy of such release available to You, redacting (at AP's election) any personally identifiable information until such time as You have purchased rights in said Content. Notwithstanding the foregoing, AP and its licensors disclaim all representations and warranties as to the effectiveness or sufficiency of such releases, or as to whether any additional permissions, licenses, clearances and/or releases may be necessary in respect of such Content. d. Although efforts have been made to correctly caption, and/or include metadata tags to, the Content, neither AP nor its respective licensors warrant that such information is accurate.
Although AP and its licensors endeavor to obtain the accuracy, completeness and reliability of the captioning, metadata tags and other information appurtenant to each Content elements, AP and its licensors disclaim all representations and warranties concerning the accuracy, completeness and/or reliability of such material. You assume all risk and responsibility relying on such information.
5.3 LIMITATIONS ON LIABILITY
UNDER NO CIRCUMSTANCES SHALL AP, ITS LICENSORS, BE LIABLE FOR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE CONTENT, THE SUBJECT MATTER DEPICTED OR INCLUDED IN THE CONTENT, THE TEXT AND/OR CAPTIONS PROVIDED WITH THE CONTENT AND ANY OTHER PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THIS SITE. IN NO EVENT SHALL AP, ITS AFFILIATES' AND/OR THEIR RESPECTIVE LICENSORS' LIABILITY (CALCULATED IN THE AGGREGATE) TO YOU FOR ANY CLAIM ARISING WITH RESPECT TO ANY CONTENT EXCEED THE AMOUNT AP ACTUALLY RECEIVED FROM YOU IN RESPECT OF SUCH CONTENT. THIS LIMIT WILL NOT BE ENLARGED BY THE EXISTENCE OF MORE THAN ONE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE RIGHTS GRANTED TO YOU HEREUNDER. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE RIGHTS GRANTED HEREUNDER OR IN ANY LICENSE AGREEMENT.
You hereby agree to indemnify, defend and hold harmless AP and its licensors and their officers, directors, employees, agents or representatives from and against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, losses, or expenses, including attorneys' fees and costs, arising out of or in any way connected with (a) Your Access to, or use of, the Content (including, the text and/or captions provided with any Content and the Subject Matter depicted or included in any Content) in violation or breach or alleged violation or breach of any term, condition, representation or warranty contained in the Content License, including these License Terms, (b) or Your violation, alleged violation or misappropriation of any intellectual property right (including trademark, copyright, patent, trade secrets) or non-proprietary rights of a third party (including defamation, libel, violation of privacy or publicity) or any other applicable laws or regulations, or (c) Your modification of any Content, or use of any Content in combination with any other text, images, content or other materials material.
7. Payment Terms
7.1 General Terms.
You agree to pay AP for all Content that You obtain from this Site, regardless of whether You use such Content. Unless otherwise agreed to in an Invoice or License Agreement, no rights in or to the Content become effective until You have paid in full all amounts due in the License Agreement or Invoice, as the case may be. All amounts due are payable within thirty (30) days from the date on the Invoice. A finance charge of one and a half percent (1.5%) per month or the maximum interest permitted by law, whichever is less, will be applied on any balances unpaid after thirty (30) days. The maximum amount permitted by state law shall be imposed on each returned check.
You are responsible for the payment of all sales, use or other taxes arising from Your use of the Content and/or any payments made in respect thereof. All payments of the fee hereunder shall be exclusive of all such taxes.
7.3 Unauthorized Use.
In the event that You use of any Content outside the scope of the rights granted in these License Terms or pursuant to a License Agreement, You agree, without prejudice to any other rights or remedies available to AP and/or its licensors, to pay within thirty (30) days of such unauthorized use an amount equal to ten (10) times AP's then-current rate card or standard rate. You acknowledge and agree that this Section is an essential condition of the rights granted to You hereunder. This Section is severable and shall survive any termination or expiration of the rights granted hereunder.
8.1 Photo Eliminations, Withdrawals, Kills and Corrections.
You will promptly process all photo eliminations, withdrawals, kills and corrections contained in this Site or of which AP otherwise notifies You.
8.2 Illegal Use, Defamation, Political Agendas, Integrity of AP and the Content.
You are prohibited from making any unlawful use the Content. You are prohibited from using the Content in any jurisdiction where doing so would violate applicable defamation, libel, commercial disparagement, privacy and other community standards prevailing in said jurisdiction. You are prohibited from using the Content to suggest an affiliation with or endorsement of any political party, person or entity, or in any manner that promotes a partisan agenda or advocates illegal or immoral activities. You are prohibited from using the Content in any pornographic manner. You are prohibited from disparaging or impugning the integrity of AP or any of its products or services.
Notwithstanding anything herein to the contrary, and without limitation to any aforementioned restrictions, You acknowledge, agree and warrant that with respect to MicroStockRF You shall not:
(a) sublicense, sell, assign, convey or transfer any rights under these License Terms. Sell, license or distribute the MicrostockRF Content or any modified MicrostockRF Content as stand-alone files or as part of an online database or any other database, or any derivative product containing the MicrostockRF Content in such way that would allow a third party to download, extract or access the Image as a stand-alone file;
(b) share the MicrostockRF Content with any other person or entity except as expressly permitted under these License Terms;
(c) post the MicrostockRF Content online in downloadable format, post the MicrostockRF Content on an electronic bulletin board, or enable the MicrostockRF Content to be distributed via mobile telephone devices. Include the MicrostockRF Content in any electronic template or application, including those that are web based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to website design, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter;
(d) download or store the MicrostockRF Content on more than one computer at the same time, except that You may make a single backup copy to be stored on media separate from the single permitted computer;
(e) use, reproduce, distribute or display the MicrostockRF Content in connection with design template applications intended for resale;
(f) use, reproduce, distribute or display the MicrostockRF Content in connection with any goods or services intended for resale or distribution which primary value lies in the work itself, including, without limitation, mugs, t-shirts, posters, greeting cards, posters or other merchandise, and any of the foregoing in "print on demand" or tangible or electronic formats, as applicable;
(g) use, reproduce, distribute or display the MicrostockRF Content (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;
(h) remove any notice of copyright, trademark or other intellectual property right, or other information that may appear on, embedded in, or in connection with the MicrostockRF Content in its original downloaded form, it being understood that You shall reproduce any and all such notices in any backup copy of the file comprising the MicrostockRF Content that the Downloading Member makes;
(i) incorporate the MicrostockRF Content into a trademark or service mark;
(j) take any action in connection with the MicrostockRF Content that violates any law, regulation or statute in an applicable jurisdiction;
(k) Use the MicrostockRF Content in an editorial manner, without the following credit adjacent to the Image: "© [Photographer's name] / Fotolia / AP" (the "Copyright Notice"); provided however that if such Copyright Notice is not required under applicable law for use in a particular situation, AND if it would not be customary to include such Copyright Notice in such particular situation, then the Copyright Notice will not be necessary for use in such particular situation only;
(l) take any action in connection with the MicrostockRF Content that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the MicrostockRF Content and the rights of any person who, or any person whose property, appears in the MicrostockRF Content; or
(m) take any action in connection with the MicrostockRF Content that would reasonably imply that the creator of the MicrostockRF Content, or the persons or property appearing in the MicrostockRF Content (if any), endorse any political, economic or other opinion-based movements or parties.
(n) use the MicrostockRF Content in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive - this includes, but is not limited to:
(1) the use of Images in pornography;
(2) tobacco ads;
(3) ads for adult entertainment clubs or similar venues, or for escort or similar services;
(4) political endorsements;
(5) uses that are defamatory, or contain otherwise unlawful, offensive or immoral content.
At AP's request, You will provide access to the Licensed Platform(s) in order for AP to confirm Your compliance with the Content License. Such access shall be without charge. Additionally, AP may inspect any of Your records, accounts and books relating to the licensing of the Content, upon reasonable notice to You, to ensure that You are using the Content in accordance with the Content License. If AP, in its sole discretion, has reason to believe or suspects that You have been using or is using the Content in violation of the Content License, AP may demand that Licensee sign an affidavit that its use has been and is compliant with the Content License.
MicrostockRF Subscriber Account Responsibilities
A MicrostockRF account may be used only by one individual (i.e., by You, or by one individual on behalf of You if You is an entity) and You may not transfer the right to use your MicrostockRF account to any other person or entity. Notwithstanding anything to the contrary in these License Terms and/or the applicable download agreement(s), You may have the option to select and pay for an increase to the number of authorized users of the MicrostockRF account (a "User Increase"), which may allow for either three users or an unlimited number of users. If You select and pays for a User Increase, then either three individuals or an unlimited number of individuals (as applicable) may use the MicrostockRF account on behalf of the You, and, in such case, the term "You" shall also include the affiliates (namely, any other corporations or legal entities that control, are controlled by, or are under common control with, the You).
MicrostockRF Ownership and Retention of Rights
You acknowledge and agree that AP and/or its licensor (as applicable) retains all rights, title and interest in and to the MicrostockRF Content (except for the rights granted pursuant to these License Terms), and that neither title nor any ownership interest in or to the MicrostockRF Content is transferred to You by virtue of these License Terms. AP and/or its licensor (as applicable) shall also retain the right to use, reproduce or display the MicrostockRF Content solely to demonstrate the MicrostockRF Content as part of his or her professional portfolio.
The rights granted hereunder are not assignable and non-transferable by You without AP's prior written consent. Any attempted assignment or transfer of the rights granted hereunder in contravention of this provision shall be null and void. Any permitted assignment or transfer shall inure to the benefit of, and be binding upon, any permitted transferees.
If any provision of these License Terms or the Content License is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these License Terms and/or the Content License, as the case may be, and will not affect the validity and enforceability of the remaining provisions. The affected provision shall be modified to the extent necessary to make it lawful, not void or enforceable, as the case may be, in such a manner as comes closest to preserving the intentions of such provision.
8.6 Governing Law; Jurisdiction; Disputes.
These License Terms and the Content License will be governed and construed in accordance with the laws of the State of New York without regard to its conflicts of law provisions. Neither these License Terms nor the Content License shall be governed by the United Nations Convention on Contract for the International Sale of Goods, the application of which is expressly disclaimed. You agree to submit to the jurisdiction of the state and federal courts located in New York County in the State of New York. You agree not to bring any of action relating to the use of the Content or the interpretation of these License Terms and/or the Content License in any court in any jurisdiction other than the state and federal courts located in New York County, State of New York. AP shall have the right to commence and prosecute any legal or equitable action or proceeding before any US or non-US court of competent jurisdiction to enforce these License Terms and the Content License. In any dispute between You and AP where AP prevails, AP shall be entitled to recover its reasonable attorney fees, court costs, disbursements, and other legal expenses.
These License Terms and the Content License may not be amended or modified except pursuant to a written agreement executed by duly authorized representatives of both You and AP.
The headings used in these License Terms are used for convenience only and are not to be considered in construing or interpreting these License Terms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." The word "or" shall be construed to have the same meaning and effect as "and/or." The words "herein", "hereof' and "hereunder", and words of similar import, shall be construed to refer to these License Terms. In addition, the following terms will be given the following definitions when used in these License Terms, any Invoice and on this Site:
"Commercial Use" means the use of an image to advertise, market or promote a product, service or entity, for advertising, promotion, marketing, merchandising, raising of funds, or in any way endorsing any good or service.
"Editorial Use" means the use of an image for editorial, factual, educational, news, informational and/or historical purposes, including in order to depict persons, places or event of public interest.
"Electronic Rights" means:
For Textbooks and Editorial Books: The right to display Content elements published in an ink-on-paper Textbook or Editorial Book in electronic editions of said Textbook or Editorial Book with the same titles, whose material is substantially identical to the material published Your ink-on-paper editions.
For Magazines: The right to display Content elements published in the ink-on-paper Magazines in electronic editions of said Magazines (i.e., identical brand), whose material is substantially similar to the material published Your ink-on-paper editions.
"MicrostockRF Content" means the Content available through the MicrostockRF page on the Site.
"One-Time Use" means the one-time display or publication of a Content element by You in the Licensed Platform identified in the Invoice or License Agreement. The reuse of that Content element, whether or not in the same Licensed Platform, requires a separate license. Unless an Invoice or License Agreement expressly permits "Repeated Use," all rights to Content elements are solely for One-Time Use.
"Personal Use" means the private display of an image print in a non-public setting solely for an individual's personal appreciation.
"Repeated Use" means the ongoing or repeated use of a Content element by You in the Licensed Platform as expressly permitted in an Invoice or License Agreement.
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