Please Read This!
When you “buy” an
image from Mr. Picture Fixer,
you are actually licensing the image, and you are bound by this agreement.
If you don't agree with this, don't "buy" the image!
Mr. Picture Fixer Image Licensing Agreement
This legal agreement is between you ("Licensee")
and Mr. Picture Fixer / Sam Palahnuk ("Licensor").
Upon purchasing and receiving images from Mr. Picture Fixer, you agree to
be bound by the terms and the licensed material usage specifications set fourth
herein. If you are entering into this licensing agreement on behalf of your
employer, the license granted and restrictions and limitations recited herein
apply to your employer and to you as representative of your employer.
Definitions
The word "image(s)" means any still image of
visual representation whether generated optically, digitally, or by any other
means. An Scope section below sets forth, without limitation, the specific party
contracting as Licensor, the specific areas of use for the licensed material
selected, grants Licensee the Reproduction rights chosen, sets forth limitations
on the license (if any). This agreement shall constitute the entire agreement
between Licensor and Licensee regarding the licensed material.
Licensed Use
Licensor grants to Licensee a nonexclusive non-sublicensable,
non-transferable, and non-assignable right to use and reproduce the images
purchased according to Scope below. Licensor further grants to Licensee the
right to have the images reproduced, solely to the extent explicitly stated in
the Scope, by subcontractors of Licensee, provided that such subcontractors
agree to abide by the restrictions of this agreement.
The licensed image is strictly limited to the use, medium,
period of time, print run, placement, size of image, territory and any other
restrictions specified in the Scope. Licensor grants Licensee the right to
utilize the image in the sales and production process that may be necessary for
the intended use specified on the Scope. The terms in this agreement shall not
be modified without the express written consent of Licensor, and any attempt to
modify the agreement without such express written consent, or any attempted
deviation from the terms thereof of this agreement, shall nullify the
representations and warranties made by Licensor hereunder.
Use of images in final elements: For purposes of this
paragraph, final elements shall 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 ("final
elements") Licensee grants to Licensor the irrevocable, perpetual,
royalty-free, non-exclusive right, and license to use final elements solely for
the promotion of Mr. Picture Fixer or any of its subsidiaries.
Restrictions
The licensed images may not be used in any pornographic,
defamatory, libelous, or otherwise unlawful manner whether directly or in
context or juxtaposition with specific subject matter. Images may only be used
in an editorial manner, relating to events that are newsworthy, or of public
interest, or any commercial, promotional, advertising, or merchandising use.
Photo Credit and Intellectual Property
The Licensor or its contributing photographers own the
copyright in and to the licensed images. No ownership or copyright in the image
shall be transferred to Licensee. The following photo credit must appear
adjacent to the use of Images:
© Sam Palahnuk
In the case of omission of the credit, Licensee will be
charged an additional one hundred percent (100%) fee.
Licensee will immediately notify Licensor if it becomes
aware or suspects that any third party is wrongfully using any of images in
whole or in part, or is violating any of Licensor's intellectual property
rights, including, but not limited to, trademarks and copyrights.
Licensee Indemnity
Licensee shall defend, indemnify and hold Licensor and its
parent, subsidiaries, and commonly owned or controlled affiliates and their
respective officers, directors and employees harmless from all damages (except
punitive damages), liabilities, and expenses (including reasonable attorneys’
fees and permitted and authorized costs), arising out of or as a result of
claims by third parties relating to Licensee's use of any image or any breach of
this agreement.
Licensor Warranty
Licensor represents and warrants that it (a) has the full
right and authority to enter into and perform this agreement, including, but not
limited to, the right and authority to license the use of explicitly offered
images, including the rights to license the copyrights in and to the images on
the terms and conditions set forth in this agreement, and (b) that the license
granted hereunder does not infringe on any copyrights or moral rights of any
person or entity.
Provided Licensee is not otherwise in breach of this
agreement, as Licensee’s sole remedy for an alleged or actual breach of the
representations and warranties made hereunder, Licensor shall defend, indemnify
and hold Licensee and its parent, subsidiaries, and commonly owned or controlled
affiliates and their respective officers, directors and employees harmless from
all damages (except punitive damages), liabilities, and expenses (including
reasonable attorneys’ fees 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 by Licensee of any image
pursuant to and in accordance with this agreement infringes on any copyright of
any third party. The foregoing states Licensor’s entire indemnification
obligation under this agreement.
The party seeking indemnification shall promptly notify the
other party of such claims. The cost of defense shall be borne by the
indemnifying party. 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 thereof. Indemnified
party shall have the right to participate in such litigation, at its expense,
through counsel selected by indemnified party.
Other than as expressly set forth herein, Licensor 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 particular
purpose, regarding (i) the images, (ii) caption information accompanying images,
(iii) third party digital delivery systems, (iv) the availability or operation
of the digital archive whether accessed via the Internet or otherwise, or (v)
the availability or operation of equipment, software, or service provided by
third parties. Licensor shall not be liable to Licensee or any other person or
entity for any general, punitive, special, direct, indirect, consequential,
incidental, lost profits, or other damages arising out of this agreement, even
if Licensor has been advised of the possibility of such damages. Some
jurisdictions do not permit the exclusion or limitation of implied warranties or
liability for certain categories of damages.
Conditions
Licensor expressly reserves all rights not specifically
granted in this agreement. Neither the making of this agreement nor the
performance of its provisions shall be construed to constitute either party an
agent, employee or legal representative of the other party. Nor shall this
agreement be deemed to establish a joint venture or partnership.
Scope
The licensed image may be used by the licensor
indefinitely. The licensed image may be used in all countries and territories
that will honor the Licensee’s copyright. The licensed image may be used in
any print, television, film, animation or other medium. The licensed image may
be used for personal or commercial use.
Except as provided herein, Licensee shall have no right to
assign this agreement, in whole or part, or any of the rights granted hereunder.
This agreement will be binding upon and inure to the
benefit of the parties and their respective parent, successors and permitted
assigns. No action of Licensor other than an express written waiver may be
construed as a waiver of any provision of this agreement.
If one or more of the provisions contained in the agreement
is found to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not be affected.
This Agreement, its validity and effect, shall be interpreted under and governed by the laws of California, without reference to its laws relating to conflicts of law.