Terms


TERMS AND CONDITIONS OF USE: MINDEN PICTURES INC. WEBSITE

NOTICE TO USER: THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MINDEN PICTURES INC., (hereafter "MINDEN PICTURES").  BY CLICKING THE "REGISTER" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  If you are obtaining image reproduction rights on behalf of a company, you represent that you have the authority and right to bind the company to the terms contained in this agreement. MINDEN PICTURES reserves the right to alter, modify or update these terms of use at any time and you agree to be bound by such modifications, alterations or updates.
 

OWNERSHIP OF THIS WEBSITE

This website is owned and operated by MINDEN PICTURES.  All elements of the site, including the content and the general design are protected by copyright, trademark, trade dress and other United States and international laws relating to intellectual property.

PERMITTED USAGE

Comp Use: MINDEN PICTURES grants you a personal, nontransferable, nonexclusive right to copy the Images you have selected onto your computer hard drive and to use the image(s) and any derivative works or copies (collectively, the "Image(s)") on one computer and with one user at a time.  The Images may only be copied, modified and incorporated in materials for sample use including comprehensive layouts (“comp use”).  The Images may not be used in any final materials distributed internally or to the public. All other rights are reserved to MINDEN PICTURES.  You must contact MINDEN PICTURES to obtain a license for additional use.  

Other than the above Comp Use, Images may not be used in any way, until an invoice indicating User's right to use same is paid in full. Unless otherwise agreed, use of any Image is granted in the United States only and is limited to one year from date of invoice.

Additional use subject to establishment of an approved download account: MINDEN PICTURES grants you the non-exclusive right to use the Images according to the rights selected and indicated on the menu of the MINDEN PICTURES on-line licensing process. 

EMBED VIEWER

Where enabled, you may embed MINDEN PICTURES Images on a non commercial website or blog using the embed viewer provided (“Embed Viewer”). Not all MINDEN PICTURES Images will be available for embedded use, and availability may change without notice. MINDEN PICTURES reserves the right in its sole discretion to remove MINDEN PICTURES Images from the Embed Viewer. Upon request, you agree to stop using the Embed Viewer and/or MINDEN PICTURES Images promptly. Embedded MINDEN PICTURES Images may not be used: (a) in advertising of goods or services or related to promotions, endorsement or sponsorship; (b) in violation of any stated restriction; (c) in a defamatory, pornographic or unlawful manner; or (d) outside of the context of the Embed Viewer. You understand and agree that posting an Embed Viewer to a commercial website or blog requires payment of an appropriate license fee as determined by the online price calculator for said use.

MINDEN PICTURES (or third parties acting on its behalf) may collect data related to use of the Embed Viewer and embedded MINDEN PICTURES Images, and reserves the right to place advertisements in the Embed Viewer or otherwise monetize its use without any compensation to you.

RESTRICTIONS AS TO USE

The following uses are prohibited:

Use of the Image beyond the terms of the limited license agreement without first obtaining an additional license, including any electronic reproduction or promotional rights.

Create any derivative use of an Image unless indicated on the invoice.

Use of the Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.

Use of the Image in any way that violates a depicted person’s right of privacy or publicity, or to infringe on any trade name, trademark or service mark.

Archive, republish or transmit any images on any database without MINDEN PICTURES's prior written consent.

Copy or publish any of the Images to a network 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 MINDEN PICTURES.

Sublicense, re-license, rent or lease any of the Images.

Use of the Images to promote a business that sells or licenses photographic images, or otherwise competes with MINDEN PICTURES in any manner.

Ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

CREDIT

Images used editorially should bear a credit line as follows: photographer's name / MINDEN PICTURES. User must register copyright in their name to afford protection to the photograph. Such copyright shall be immediately reassigned upon request, without charge.

RETENTION OF DIGITAL FILES

Digital files may be retained for sixty (60) days or until the date indicated on the invoice. Unless this period is extended in writing, you must delete the Images from all electronic and removable media and destroy any other copy of the Images, except as licensed under this Agreement.  MINDEN PICTURES' copyright information and Image identification number must be retained with the digital files while you retain them.

PAYMENT TERMS

Time is of the essence in the performance by User of its obligations for payments.

Payment of the invoice herein is to be net thirty (30) days. 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.

Any claims for adjustment or rejection of terms must be made to MINDEN PICTURES within ten (10) days after receipt of invoice.  

CANCELLATION POLICY

Rights are being reserved for User when an invoice is created. If such rights are not being used, User must notify MINDEN PICTURES within five (5) days of receipt of the invoice. Failure to do so amounts to the acceptance of the invoice terms and payment of invoice is due in full.

LINKS TO THIRD PARTY SITES

The linked sites are not under our control and we are not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites.  We are not responsible for webcasting or any other form of transmission received from any linked site.  We provide the links to you only as a convenience.  We do not endorse the linked sites or their use or contents.  

INDEMNITY

You agree to indemnify and hold MINDEN PICTURES, and the photographer, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, arising from the use of an Image or any breach of this agreement.

GENERAL DISCLAIMERS

MINDEN PICTURES GIVES NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARK, LOGO TYPES, REGISTERED OR COPYRIGHTED DESIGNS OR WORKS OF ART DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS OR PERMISSION AS MAY BE REQUIRED FOR REPRODUCTION ARE SECURED.   MINDEN PICTURES IDENTIFIED THE CAPTION FOR EACH IMAGE TO THE BEST OF ITS ABILITY, BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION.  NO MODEL RELEASES OR OTHER RELEASES EXIST ON ANY IMAGES UNLESS THE EXISTENCE OF SUCH RELEASE IS SPECIFIED IN WRITING BY MINDEN PICTURES.

DIGITAL FILES ARE PROVIDED "AS IS." MINDEN PICTURES MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF IMAGE, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM OR SOFTWARE PROGRAM.  MINDEN PICTURES MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. THE USE OF THIS SITE IS AT YOUR OWN RISK. YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL MINDEN PICTURES OR THE OWNER OF THE IMAGES BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES AS A RESULT OF THE USE OF THIS SITE OR FROM YOUR ACCESS OR USE OF THE IMAGES ON THIS SITE. IN ANY EVENT, THE LIMIT OF LIABILITY OF THE COPYRIGHT OWNER OF THE IMAGE AND MINDEN PICTURES SHALL BE THE AMOUNT PAID TO MINDEN PICTURES FOR USE OF THE IMAGE.

UNAUTHORIZED USE/RETROACTIVE LICENSE FEE

Since it is difficult to determine damages resulting from unauthorized usage, in the event you utilize an Image other than for the usage indicated on our Invoice, we agree to forego our right to sue you for copyright infringement and you agree to pay, as liquidated damages, a retroactive license fee equal to ten (10) times the normal price we would have charged for such unauthorized use within ten (10) days of our billing such fee.  If you fail to timely make such payment, this liquidated damage provision shall be void and we shall have the right to sue for copyright infringement and/or breach of contract, for which we shall seek all damages and remedies available, including attorney's fees and all associated costs.

JURISDICTION

Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in San Francisco, California, pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having 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 contract 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 contract shall be adjudicated within the United States 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. User 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 User.

This agreement is not assignable or transferable on the part of User.

In the event that any Images are used by User in publications, User shall provide MINDEN PICTURES with two (2) free copies of such publication immediately upon printing.

This contract contains all the terms of the agreement between us (MINDEN PICTURES and User) concerning transmission, delivery and review of Images, and no term or conditions may be added or deleted unless made in writing and signed by both of us. These terms and the terms of any subsequent invoice supersede any and all terms of the client's purchase order. Any subsequent invoice you may issue may contain additional terms relating to the rights granted and the type of usage allowed.



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