MINDEN PICTURES INVOICE / LICENSE AGREEMENT

Section 1. Grant of Rights

Limited Use License. Unless stated otherwise in the Invoice, Minden Pictures grants to you ("Licensee") a non-exclusive, non-sub-licensable and non-assignable right to reproduce, display, broadcast, transmit or create a derivative work from (collectively "use") the Images set out in the Invoice, solely to the extent the use is explicitly stated in this Agreement. 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 lmage(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. Licensee agrees to notify Minden Pictures in the event Licensee desires to expand the usage for the Image(s) and to pay an additional license fee if required. No ownership or copyright in any lmage(s) 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 Minden Pictures and the copyright holder. Use of an Image in a manner not specifically authorized under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and may in some instances constitute an infringement of copyright or other intellectual property rights.

Section 2. Editorial Credit

If any Image is used in an editorial manner, the credit line, "[Photographer's name]/ Minden Pictures", must appear adjacent to the Image or as otherwise indicated by Licensee. If Licensee omits the credit, an additional fee equal to three (3) times the original amount invoiced shall be payable by Licensee at Minden Pictures' discretion.

Section 3. Releases/Captions

No model release or other release exists for any lmage(s) unless the existence of such release is specified in writing by Minden Pictures. Minden Pictures 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 lmage(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 lmage(s). Failure or refusal by Licensee to secure the relevant releases is considered a breach of this Agreement and a breach of intellectual property rights, for which Licensee shall be solely liable and for which Licensee shall indemnify and hold harmless Minden Pictures, its contributors and their respective parent companies, subsidiaries, successors, assigns and all employees and agents. This indemnification is in addition to and not in lieu of, the indemnification set forth in section 6 herein. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Minden Pictures used commercially reasonable efforts to identify the caption for each Image, but cannot be held responsible for erroneous or incomplete caption information.

Section 4. Payment Terms and Cancellation Policy

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. Any claims for cancellation, adjustment or rejection of terms must be made to Minden Pictures within ten (10) days after receipt of the Invoice. Thereafter, a service charge of one and one half (1.5%) percent per month (18% per year) is applied on the balance until paid in full. Receipt of an Invoice outlining fees and subsequent rights does not constitute copyright clearance nor permit use or distribution of an Image. Licensing rights are conveyed only upon Minden Pictures receipt of payment in full of the amount invoiced.

Section 5. General Disclaimers and Limitation of Liability

MINDEN PICTURES MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MINDEN PICTURES 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 IMAGE(S) OR OTHERWISE, EVEN IF MINDEN PICTURES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. MINDEN PICTURES' 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). REPRESENTATIONS AND WARRANTIES MADE BY MINDEN PICTURES INTHIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY MINDEN PICTURES 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. YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.

Section 6. Indemnity

If Licensee's use of the lmage(s) is not authorized by this Agreement, Licensee shall defend, indemnify and hold Minden Pictures and its officers, directors, employees,successors, assigns and agents 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 lmage(s). The terms of this clause 6 shall survive the expiration or earlier termination of this Agreement.

Section 7. Unauthorized Use

Any use of lmage(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement and shall entitle Minden Pictures to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use, and collection of monetary damages against all users and beneficiaries of the use of such lmage(s). Minden Pictures in its sole discretion, reserves the right to bill (and you hereby agree to pay) ten times (10x) the normal license fee for any unauthorized use, in addition to any other fees, damages or penalties Minden Pictures may be entitled to under this Agreement or applicable law. The foregoing statement does not limit Minden Pictures' rights or remedies in connection with any unauthorized use.

Section 8. Miscellaneous

Copies: At Minden Pictures' request Licensee shall provide Minden Pictures with two (2) free copies of any published use immediately upon printing and, in the event of electronic publication, the URL and any required passwords or a screen capture for our records.

Jurisdiction: This Agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of California. If user of this Agreement is an agent for or an employee of a non-U.S. company but operates in a place of business in the United States or its territories, said user expressly agrees that any dispute regarding this Agreement shall be adjudicated within the State of California in the manner described here. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Copyright claims shall be brought in the Federal Court having jurisdiction. Licensee agrees to be subject to the jurisdiction of the Federal Court of the Northern District of California. If Minden Pictures is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by Licensee.

No Assignment: This Agreement is not assignable or transferable on the part of Licensee.

Image File Retention: Minden Pictures' source credit, Image identification reference number and any other information or metadata that is embedded in or provided with the electronic Image file ("content information") must be retained with any digital copy of an Image retained by Licensee at all times. Failure to maintain the integrity of the content information with retained Image files will constitute a breach of this Agreement.

Entire Agreement: This Agreement and the Invoice contains all the terms of the agreement between Minden Pictures 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.

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