CATWALKPICTURES SPRL License Agreement

 

THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client) (COLLECTIVELY HEREINAFTER « LICENSEE ») AND THE STOCK AGENCY CATWALKPICTURES, REGISTERED HOLDER ETIENNE TORDOIR (HEREINAFTER « CATWALKPICTURES »). THIS AGREEMENT APPLIES TO LICENSEES ISSUED VIA THE WEB AND/OR VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED MATERIAL (HEREINAFTER THE « AGREEMENT »).

 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY IMAGE(S). DOWNLOADING AND/OR USE OF ANY IMAGE(S) FROM CATWALKPICTURES CONFIRMS YOU ACCEPT THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND CATWALKPICTURES.

 

1.             Definitions.

In this Agreement, the following definitions apply :

 

1.1  « Invoice » means the invoice, physical or digital, provided by CATWALKPICTURES or an authorized distributor that may include, without limitation, the permitted scope of use of the Licensed Material selected, any limitation 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 iclude the invoice.

1.2  « Licensed Mateial » means any still image, film or vidéo footage, audio product, visual présentation generatedoptically, electronically, digitally or by any other means ; invluding any négatives, transparencies, film imprints, prints, original digital files or any reproduction thereof, or any product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to LICENSEE by CATWALKPICTURES Under the terms of this AGREEMENT. Any reference to 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 oublication of the whole or a part of any Licensed Material, via any medium and by whatever means.

 

 

2.             Grant of Rights and Restrictions.

 

2.1 Unless stated otherwise in the invoice, CATWALKPICTURES grants to the LICENSEE a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licensed Material identified in the invoice, solely to the extent explicitly stated in this Agreement. This might be exercised by subcontractors of LICENSEE, provided that such subcontractors agree to abide by the terms of this Agreement.

2.2  Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of Licensed Material, territory and any other restrictions specified in the invoice. LICENSEE may utilize the Licensed Material in any production procès that may be necessary for the intended use specified in the invoice.

2.3  Unless additional rights are granted pursuant to a separate License, Agreement Licensed Material may only be used in a editorial manner, relating to events that are newsworthy or of public interest, and may not be used for any commercial, promotional, advertising or merchandising use.

2.4  While CATWALKPICTURES makes efforts to correctly caption the subject matter of the Licensed Material, CATWALKPICTURES does not warrant that such information is accurate.

2.5  Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited wheter directly or in context or juxtaposition with specific subject matter.

2.6  Licensed Material may be cropped but shall not, Under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without CATWALKPICTURES express written permission.

2.7  Upon reasonable notice, CATWALKPICTURES may inspect any records, accounts and books relating to the Reproduction of any of the Licensed Material to ensure that the Licensed Material is being used in accordance to this Agreement.

2.8  Licensee grants to CATWALKPICTURES the irrévocable, perpetual, non-exclusive right to use Final Elements solely for the promotion of CATWALKPICTURES or any of its subsidiaries. For purposes of this paragraph, « Final Elements » mean any end product produced by LICENSEE pursuant to this Agreement, including but not limited to use in magazines, books, feature films, television productions and other print.

2.9  Licensed Material shall not be used contrary to any restriction on use provided to LICENSEE prior to or at the time Licensed Material is delivered to LICENSEE. Such restrictions may be included in the information provided with the Licensed Material on CATWALKPICTURES’s website(s) or in any other communication by CATWALKPICTURES. Any such restriction provided to LICENSEE should be incorporated into and become part of this Agreement.

 

3.             Photo Credit and Intellectual Property.

 

3.1 Copyright. CATWALKPICTURES pr its contributing photographers or image partners own all copyrights in the Licensed Material. No ownership or copyright in any Licensed Material shall pass to LICENSEE by the issuance of the License contained in this Agreement. Except as expressly stated in this Agreement, CATWALKPICTURES grants LICENSEE no right or License, express or implied, to the Licensed Material.

3.2  Photo Credit. The following photo crédit must appear adjacent to the use of Licensed Material :   © Catwalkpictures.com ”. If LICENSEE omits the credit, LICENSEE will be charged an additional fee equal to one hundred percent (100%) of the license fee.

3.3  Trademarks. In connection with the use of CATWALKPICTURES or CATWALKPICTURES.COM or any other of CATWALKPICTURES trade names, trademarks, logos or service marks. (« Marks »), LICENSEE acknowledges and agrees that (i) CATWALKPICTURES Marks are and shall remain the sole property of CATWALKPICTURES, (ii) nothing in this Agreement shall confer upon LICENSEE any right of ownership in CATWALKPICTURES, (iii) LICENSEE shall not now or in the future contest the validity of CATWALKPICTURES Marks.

3.4  Notice of Violations.  LICENSEE will immediatlely notify CATWALKPICTURES if it becomes aware or suspects that any third party is wrongfully using the Licensed Material, in whole or in part, or is violating any of CATWALKOICTURES intelelctual property rights, including, but not limited to, Marks and copyrights.

 

 

 

4.             Releases.

 

 

CATWALKPICTURES gives no right and makes no warranties with regard to the use of people, names, trademarks,  logos, registered, unregistered or copyrighted designs or Works of art depicted in any Licensed Material. Unless otherwise agreed in writing no model, property, team logo, trademark or other releases are delivered by CATWALKPICTURES in connection with the delivery of Licensed Material hereunder. As to any release delivered with any Licensed Material, CATWALKPICTURES makes no représentation, warranty or gaurantee as to its sufficiency with regards to any use of the Licensed Material made by LICENSEE. LICENSEE bears the responsability of obtaining all necessary individual, property, team logo, trademark and other releases, approvals abnd clearances from third parties prior to using the Licensed Material.

 

 

      5.        Warranty and Limitation of Liability.

 

5.1  OTHER THAN AS EXPRESSLY SET FOR HERIN, CATWALKPICTURES      MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULIAR PURPOSE, REGARDING (I) THE LICENSED MATERIAL, (II) CAPTION INFORMATION ACCOMPANYING LICENSED MATERIAL, (III) THIRD-PARTY DIGITAL DELIVERY SYSTEMS, (IV) THE AVAILABILITY OR OPERATION OF THE DIGITAL ARCHIVE WHETER ACCESSED VIA THE INTERNET OR OTHERWISE OR (V) THE AVAILABILITY OR OPERATION OF EQUIPMENT, SOFTWARE OR SERVICE PROVIDED BY THIRD PARTIES. CATWALKPICTURES IS ONLY LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR DAMAGES CAUSED DELIBERATELY OR DUE TO GROSS NEGLIGENCE OR FOR DAMAGES CAUSED BY INJURY TO LIFE, BODY OR DEATH.

5.2  THE REPRESENTATION AND WARRANTIES MADE BY CATWALKPICTURES IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY CATWALKPICTURES AND WILL BE INVALID IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.

 

6.          Indemnification.

 

6.1  CATWALKPICTURES.  Provided that Licensed Material is only used in accordance to this Agreement and LICENSEEis not otherwise in breach of this Agreement ; CATWALKPICTURES shall défend, indemnify and hold LICENSEE and its parent, subsidiaries and commonity owned or controlled affiliâtes and their respectove officers, directors and employées harmless for all damages (except punitive damages), liabilities and expenses (including reasonable attorneys’ fées and permitted and authorized costs) arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of th Licensed Material by LICENSEE pursuant to and in accordance with this Agreement infringes on any copyright of any third party.

 

6.2  LICENSEE.  Licensee shall défend, indemnity and hold CATWALKPICTURES and its parent, subsidiaries and commonly owned or controlled affiliâtes and their respectives officers, directors and employées harmless for all damages (except punitive damages), liabilities and expenses (including reasonable attorneys’ fées and permitted and authorized costs) arising out of or as a result of claims by third parties relating to LICENSEE’s use of any Licensed Material or any breach of this Agreement.

 

6.3  Notice of Defense.  The party seeking indemnification herunder shall promptly notify the other party of such claim. The cost of défense shall be borne by the indemnifying party. At indemnifying party’s option, indemnifying party shall cooperate in the défense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for légal fées and other costs incurred prior to the other party giving notice of the pending action which indemnity is sought.

 

 

 

7.    Interest or Cancellation on Overdue Invoices.

 

If LICENSSE fails to pay CATWALKPICTURES’ invoice in full within the time specified in the invoice, CATWALKPICTURES maya dd a service charge of one-and-one-half percent (1,5 %) per month , or such lesser amount as is allowed by law, on any unpaid balance until payment is freceived. CATWALKPICTURES also reserves the right, i its solediscretion, to revoke the license if payment is not made in full on time.

 

 

8.    Miscellanous Terms.

     

8.1   Seasonal purchases.  If not stated otherwise, LICENSEE who receives on a seasonal charge has a minimum purchase of two seasons and a minimum contract duration of 12 months. The Agreement starts with the first login if not declared differently in the Agreement. The Agreement extends automaticlly for another 12 months if not cancelled in written form three months prior to the expiration of the Agreement. 

8.2   Unauthorized use.  Any use of Licensed Material in a manner not expressly authorize by this Agreement or in breach of a term of this Agreement constitues copyright infringment, entitling CATWALKPICTURES 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 infringment, including any claims by a third party. LICENSEE agrees to indemnify and hold CATWALKPICTURES (including its parent, affiliate and subsidiary companies and their respective directors, officers, employees and agents)   harmless against any claims for damages, losses or any costs, including attorneys’ fées, arising in any manner whatsoever from LICENSEE’s unauthorized use of any Licensed Material or for LICENSEE’s breach of any of the terms of this Agreement.

8.3   Electronic Storage.   For all Licensed Material that LICENSEEtakes delivery of in electronic form, LICENSEE must retain the copyright symbol, the name of CATWALKPICTURES and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file. LICENSEE may not take additional High-resolution copies of the Licensed Material and LICENSEE will maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, LICENSEE may take one (1) High-resolution backup copy of the Licensed Material for security reasons only. Upon the expiration or earlier termination of this Agreement, LICENSEE shall promptly delete the Licensed Material from its computer(s) or other electronic Storage system(s) and shall ensure that its sub-contractors do likewise.

8.4   Governing Law.  This Agreement shall be subject to the laws of the Kingdom of Belgium. Brussels shall be the place of venue. Modifications of and amendments to this Agreement shall be made in writing. This shall also apply to modifications of and amendments to this written form requirement. CATWALKPICTURES shall have the right to commence and prosecute any légal or équitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against LICENSEE in the évent that, in the opinion of CATWALKPICTURES, such action is necessary or désirable.

8.5   Waiver.  No action of CATWALKPICTURES, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exerise by a party of any such rights or remedies will not preclude other or further exercie of that right or remedy. A wauver of a right or remedy on any one occasion will not be construed as a bar to or a waiver of rights or remedies on any other occasion.

8.6   Entire Agreement.  This Agreement contains all the terms of the License Agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized représentative of CATWALKPICTURES. In the évent of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by LICENSEE, the terms of this Agreement shall govern.

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