THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND A SUBSIDIARY OF GETTY IMAGES, INC. ("GETTY IMAGES"). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").
1. Definitions. In this Agreement the following definitions apply:
1.1. "Invoice" means the computer-generated or pre-printed invoice provided by Getty Images or an authorized distributor that may include, without limitation, the Licensed Material selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Licensed Material. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.2."Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Getty Images under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.
1.3. "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or part of any Licensed Material, via any medium by whatever means, and the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
1.4. "User" means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Material or incorporates the Licensed Material within any derivative work.
2. Grant of Rights. Subject to the terms of this Agreement:
2.1. Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for the following purposes (together the "Permitted Uses"):
2.1.1. Advertising and promotional materials;
2.1.2. Broadcast and theatrical exhibitions;
2.1.3. Print publications and physical products;
2.1.4. Electronic publications including website design, up to a maximum resolution of 72dpi; and
2.1.5. Any other uses approved in writing by Getty Images.
2.2. Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.
2.3. Licensee may alter, crop, manipulate and create derivative works of the Licensed Material.
2.4. Licensee’s rights to the Licensed Material are worldwide and perpetual.
3.1. Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, but under no circumstance may the Licensed Material ever be used by more than 10 Users unless a separate seat license is purchased for each additional User, before such additional use begins.
3.2. Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but Licensee may sell or license derivative works incorporating the Licensed Material. However, Licensee may not include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products.
3.3. Licensee may not sell, license or distribute any derivative work containing the Licensed Material in a way that would allow a third party to download, extract or access the Licensed Material as a standalone file.
3.4. Licensed Material shall not be incorporated into a logo, trademark or service mark.
3.5. Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile telephone devices. >3.6. If any Licensed Material 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) connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person is a model and the Licensed Material is being used for illustrative purposes only.
3.7. The Licensed Material may not be used in a pornographic, defamatory or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
3.8. Licensee must retain the copyright symbol, the name of Getty Images, the Licensed Material’s identification number and any other information as may be invisibly embedded in the electronic file containing the original Licensed Material.
3.9. Licensee must abide by any restriction on use notified to it by Getty Images before or at the time of delivery of the Licensed Material, either in the information accompanying the Licensed Material or otherwise.
3.10. If the Licensed Material is used in an editorial manner, Licensee must include the following credit adjacent to the Licensed Material: "[Photographer’s name]/[Name of collection]/Getty Images".
3.11. While efforts have been made to correctly caption the subject matter of the Licensed Material, Getty Images does not warrant the accuracy of such information.
4. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Exce