Corbis Content License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. THE FOLLOWING TERMS AND CONDITIONS, THE CONTENT-SPECIFIC INVOICE ("INVOICE") AND THE CONTENT-SPECIFIC ONLINE PAGE(S) LOCATED AT Corbis.com AND/OR Corbismotion.com ("SPECIFIC CONTENT WEB PAGE") APPLICABLE TO THE LICENSED CONTENT (IF ANY), COLLECTIVELY GOVERN YOUR ACCESS AND USE OF ALL MATERIAL, IMAGES AND FOOTAGE (COLLECTIVELY, "CONTENT’) AVAILABLE FROM CORBIS, AND CONSTITUTE A BINDING AGREEMENT ("AGREEMENT") BETWEEN YOU AND CORBIS CORPORATION. BY OBTAINING, USING OR PAYING FOR ANY CONTENT FROM CORBIS, YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE APPLICABLE TERMS, DO NOT OBTAIN OR USE ANY CONTENT FROM CORBIS.

1. Definitions: All capitalized terms shall have the meaning set forth in Section 24 herein (entitled "Defined Terms") and elsewhere in these terms and conditions.
2. Parties: This Agreement is binding between Corbis and You. "You" means either: (a) the individual listed as the registrant of the Corbis account through which this Agreement and the license(s) granted hereunder are entered ("Registrant"), or (b) if Registrant is entering into this Agreement and the licenses granted hereunder for the benefit of, and/or as an agent on behalf of, Registrant’s employer ("Employer") and/or a third party ("Principal"), then such Employer and/or Principal. If Registrant is entering into this Agreement and the licenses granted hereunder for the benefit of, and/or as an agent on behalf of Employer and/or Principal, then Registrant (a) represents and warrants that such Principal and/or Employer has authorized Registrant to enter into this Agreement, that the licenses granted hereunder are on that Principal’s and/or Employer’s behalf, that such Principal and/or Employer has agreed to be bound hereby and that Registrant has actual and express authority to act on behalf of and bind such Principal and/or Employer to the terms of this Agreement; (b) the Content and End Use is solely for the benefit of Employer, or Principal, and that Registrant will not use the Content or End Use for the benefit of any other person or entity without entering into a separate license with Corbis, and (c) Registrant will comply with all of the terms hereof and shall be jointly and severally liable for any breach of the terms of this Agreement by Principal and/or Employer. If Registrant requests any Corbis employee or contractor to facilitate Registrant entering into any license hereunder on behalf of Registrant and through use of Registrant’s account, Registrant agrees to be bound by this Agreement.
3. License Grant:
(a) Generally: Any and all licenses granted by Corbis are conditioned upon (i) Your compliance with all provisions of this Agreement, and (ii) Corbis’ receipt of full payment by You as identified in the applicable Invoice. Any and all license(s) granted to You hereunder and Your right to use the Content shall immediately terminate upon Your failure to comply with any provision of this Agreement or to make full payment when due, in which case Corbis shall be entitled to pursue all other remedies available under copyright and other laws.
(b) Rights Managed Content: Subject to the terms and conditions of this Agreement, and excluding the rights granted in Section 3(c) and 3(d) below, Corbis grants You a limited, non-exclusive right to use the Rights Managed Content licensed hereunder to create and exploit the End Use solely as specified in the Invoice, and expressly as limited in the Specific Content Web Pages and the terms and conditions herein. Corbis reserves all rights not specifically granted in this Agreement. Unless otherwise stated in the Invoice, the license granted hereunder for the applicable Rights Managed Content allows You to use the Rights Managed Content obtained hereunder for one year from the date the applicable Invoice is issued. Except where specifically permitted on the Invoice for the applicable Content, You may not distribute, publish, display or otherwise use in any way, the Rights Managed Content, including without limitation the End Use after the Term.
(c) Royalty-Free Content: Subject to the terms and conditions of this Agreement (including any applicable Invoices and Specific Content Web Pages), and regardless of the form in or media on which the Content is delivered to you (including, but not limited to electronic or online transmission, CDs or DVDs), Corbis grants You a limited, non-exclusive, perpetual and worldwide right (except as may otherwise be specified in the applicable Specific Content Web Pages and/or Invoice) to create and exploit the End Use for any purpose authorized under this Agreement. The rights granted under this Paragraph include the right to make the Royalty-Free Content available to ten (10) separate individuals (cumulatively over the Term) for the sole purpose of manipulating or otherwise using the Royalty-Free Content to create the End Use according to the terms provided herein ("Users"), in any and all media now known or hereafter devised. You must obtain an additional license and pay Corbis the applicable one-time flat fee in order to make the Content available to more than ten (10) Users.
(d) Comps: Subject to the terms and conditions of this Agreement (including any applicable Invoices and Specific Content Web Pages) Corbis grants You the right to use Comps solely for Your internal evaluation to determine whether You intend to obtain a non-Comp license for the Content. You may not use Comps in any manner except for internal evaluation of the applicable Content to determine whether You wish to apply for a license for Rights Managed Content or Royalty-Free Content. Unless otherwise stated in the applicable Invoice, the Term of the Comps license is sixty (60) days from the date of download or receipt. You may not copy, distribute,