RIGHTS-MANAGED END USER LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) ANDFAST MEDIA BV (“COMPANY” or “LICENSOR”). BY ACCEPTING AND USING THE IMAGES AND BY CLICKING THE “I ACCEPT” BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1 Definitions.

“Images” means all types of visual content, including without limitation still photography, motion film or video and may have an audio component, whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to Images includes the whole or the part.

“Invoice” means the agreement provided by COMPANY or an authorized distributor that includes among other terms, the permitted scope of use of the Images selected, any limitations on the use of the Images, and the licensee fee that corresponds to the use. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

2 Grant of Rights.

Unless stated otherwise in the Invoice, COMPANY grants to Licensee a non-exclusive, non-sub-licensable and non-assignable right to reproduce, display, broadcast, transmit, or create a derivative work (collectively “use”) the Images identified in the Invoice, solely to the extent the use is explicitly stated in the Agreement. Image(s) licensed for editorial purposes may be cropped for placement purposes, provided that the editorial integrity of the Image is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or manipulated, or combined with other Image(s) without COMPANY’S prior written permission.

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 Image(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. No ownership or copyright in any Image 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 COMPANY and the copyright holder. Except as expressly stated herein, this agreement does not and is not intended to confer rights or remedies upon any person other than the parties.

3 Restrictions As To Use.

The use of the licensed Image(s) is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice. Licensee may not use nor permit the use of the licensed Image(s) beyond the terms of the limited license agreement without first obtaining an additional license, including any electronic reproduction or promotional rights.

Licensee may not use any Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.

Licensee may not incorporate the licensed Image in any logo, trademark or service mark.

Licensee may not make the Image(s) available in any medium in a manner intended to allow or invite a third party to download, extract, or access the Image(s) as a standalone file. For Images displayed on a website, Licensees shall post terms that prohibit the republication or transmission of the Image as a stand-alone file.

Licensee may not archive, republish, or transmit any images on any database or to a network, social networking site 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 COMPANY.

If the Image is displayed or reproduced on a social media or other third party website that permits sharing of content, the rights granted by Company shall be automatically revoked in the event that the website seeks to exploit rights to the Images contrary to the terms of this Agreement, and Licensee shall take commercially reasonable efforts to remove the Images from such website.

Unless otherwise expressly licensed, Image(s) may not be modified, reconfigured, or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Image(s) on mobile devices.

Licensee may not use the Image(s) contrary to any restriction provided to Licensee prior to or at the time the Image is delivered to Licensee. Restrictions may be provided with the Image information located on COMPANY’S or any authorized distributor’s website or otherwise communicated.

Licensee may not use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

 

4. Sensitive Use Disclaimer.

Licensee may not use the Images in any manner that would be deemed offensive to the model. Offensive uses include but are not limited to the use of an Image that involves or implies illegal activities, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence.

If any Image 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) In connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each use with a conspicuous statement that indicates that the person so pictured is a model and the Image is used for illustrative purposes only.

5 Editorial Credit.

If any still Image is used in an editorial manner, the credit line,“[Photographer or collection name]/Fast Media”, must appear adjacent to the Image or as otherwise indicated by COMPANY. If the Image consists of footage or audiovisual material, credit shall be provided, in equal size and comparable placement to credit(s) accorded to licensors of other similar content, substantially in the form “[Footage] supplied by [Collection Name]/COMPANY“.

If Licensee omits the credit, an additional fee equal to two (2) times the original amount invoiced shall be payable by Licensee at COMPANY’S discretion. The foregoing fee shall be in addition to any other rights or remedies that COMPANY may have at law or in equity. It is understood that Images used for advertising purposes do not require credit.

6 Releases/Captions.

COMPANY will notify Licensee if it has obtained a model release and/or a property release for Image(s), either in the release status information accompanying the Image(s) on COMPANY’S website, in the Invoice or by any other means. If no such notification is given, then no such model or property release has been obtained. COMPANY 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 Image(s), or with respect to any music or audio included with the Images. 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 Image(s) or if additional permissions or consents are necessary from person, entity, association, guild or other organization. Licensee may not rely on any statements made by any Company employee or representative other than those provided in this Agreement. Licensee acknowledges that some jurisdictions provide legal protection against a person’s image, likeness, or property being used for commercial purposes without their consent.COMPANY used commercially reasonable efforts to identify the caption for each Image, but cannot be held responsible for erroneous or incomplete caption information.

7 Termination and Withdrawal.

COMPANY reserves the right to automatically terminate or revoke the license contained in this Agreement and invoice without notice if Licensee or its client fails to comply with any provision of this Agreement. In addition, Company may withdraw the Image based on a potential or actual legal claim. Upon termination or withdrawal, Licensee and its client must immediately discontinue all future use of the Image(s), delete the Image(s) and all copies from all magnetic/electronic media and destroy all other copies in its possession or control. COMPANY may replace the Image(s) with an alternate Image(s) upon its discretion.

8 Electronic Storage.

Licensee must retain the copyright symbol, the name of COMPANY and the image number, and all metadata or other identification number associated with the Image(s). Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the Image(s). Licensee may make one (1) high-resolution backup copy of the Image(s) for security reasons only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Image(s) from its computer or other electronic storage systems and shall ensure that any client authorized to use the Images deletes the Image(s) as well.

9 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 adjustment or rejection of terms must be made to COMPANY within ten (10) days after receipt of invoice

Licensee can cancel a purchase within a period of 30 days by emailingteam@fastmedia.house. If images have been downloaded licensee is required to fill in a cancellation form relinquishing all rights to those images and agreeing to delete the downloaded files

10 Warranty and Disclaimers.

COMPANY warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Image(s) will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Image(s)); (iii) Licensee’s use of the Image in accordance with this Agreement and in the form delivered by COMPANY (i.e., excluding any modifications, by Licensee) will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by COMPANY pursuant to Section 6, Licensee’s use of the Image and in accordance with this agreement and in the form delivered by COMPANY (i.e., excluding any modifications by Licensee) will not, where a property release is provided, infringe on any trademark and/or will not, where a model release is provided, violate any right of privacy or right of publicity.

General Disclaimers and Limitation of Liability

COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY 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 IMAGES OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

THE REPRESENTATIONS AND WARRANTIES MADE BY COMPANY IN THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY COMPANY 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.COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE IMAGE BY LICENSEE OR THE CONTEXT IN WHICH IMAGE IS USED BY LICENSEE.

YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.

11 Indemnity

Licensor Indemnity. Provided Licensee is not otherwise in breach of this Agreement and subject to Section 10, as Licensee’s sole and exclusive remedy for any breach of the representations and warranties above, Licensor shall defend, indemnify and hold harmless Licensee and its parent, subsidiaries, and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that Company is in breach of its warranties set forth above. No other indemnification is offered by Licensor under the Agreement

Licensee Indemnity. If Licensee’s use of the Image(s) is not authorized by this Agreement, Licensee shall defend, indemnify and hold COMPANY and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees 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 Image(s).

Notification. The party seeking indemnification shall promptly notify the other party of such claim. At indemnifying party’s option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

12 Unauthorized Use.

Any use of Image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling COMPANY to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to COMPANY’S other remedies under this Agreement, COMPANY reserves the right to charge and Licensee agrees to pay a fee equal to three (3) times COMPANY’S normal license fee for use of the Image(s).

13 Miscellaneous.

Notification of Misuse. Licensee will immediately notify COMPANY if it becomes aware or suspects that any third party has gained access to the Licensed Material through Licensee’s wrongful use of the Image(s), in whole or in part, or is violating any of COMPANY’S intellectual property rights, including, but not limited to, trademarks and copyrights.

Audit and Compliance.Upon reasonable notice, Licensee shall provide sample copies of Images as used by COMPANY. In addition, upon reasonable notice, COMPANY may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this Agreement and use of Image(s) in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to COMPANY of [ten percent (10%)] or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying COMPANY the amount of such underpayment, Licensee shall also reimburse COMPANY for the costs of conducting such audit. Where COMPANY reasonably believes that Image(s) are being used outside of the scope of the license granted under this Agreement, Licensee shall, at COMPANY’S request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by COMPANY.

Jurisdiction and Attorney’s Fee. 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[Amsterdam, The Netherlands]. Judgment upon the award rendered may be entered in the highest court having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the Netherlands.Licensee expressly agrees that any dispute regarding this contract shall be adjudicated within the Netherlands in the manner described here. Copyright claims shall be brought in the Court having jurisdiction. Licensee agrees to be subject to the jurisdiction of the Netherlands.If COMPANY 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.

No Waiver. No action of COMPANY, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of COMPANY in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.

Entire Agreement: This Agreement and the Invoice contains all the terms of the agreement between COMPANY and Licensee and no terms 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.