RM LICENSE AGREEMENT
RIGHTS-MANAGED END USER LICENSE AGREEMENT THIS IS A LEGAL AGREEMENT BETWEEN YOU (LICENSEE) AND CITIZEN STOCK LLC ("CITIZEN STOCK" 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 CITIZEN STOCK 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, CITIZEN STOCK 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. 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 CITIZEN STOCK and the copyright holder. 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 must comply with the Sensitive Use Policy below. 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 Images 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. If the licensed use includes web use, Licensee must post website terms that restrict the republication, transmission, reproduction or other unauthorized use of the Images. 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 CITIZEN STOCK. Licensee must post restrictions on downloads or republication 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 Images contrary to any restriction on use 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 CITIZEN STOCKS or any authorized distributors 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 Policy. Licensee may not use the Images in any manner that would be deemed offensive to the model without obtaining additional written permission from CITIZEN STOCK. Offensive uses include but are not limited to the following uses: Abortion, Addiction, Alcohol, Birth Control, Cancer, Child Abuse, Cosmetic or Plastic Surgery, Disease, Domestic Violence, Drug Abuse, HIV/AIDS, Homelessness, Homosexuality, Impotence, Incontinence, Mental Health, Mental or Physical Abuse, Political Campaigns, Physical or Mental Challenges, Pornography, Pregnancy, Poverty, Racism, Sexually Transmitted Diseases, Substance Abuse, Suicide, Tobacco, Violence. If you have any question as to whether the use is a sensitive subject, please contact us before licensing the Image. 5 Editorial Credit. If any Image is used in an editorial manner, the credit line, "Citizen Stock", must appear adjacent to the Image or as otherwise indicated by CITIZEN STOCK. If Licensee omits the credit, an additional fee equal to two (2) times the original amount invoiced shall be payable by Licensee at CITIZEN STOCKS discretion. The foregoing fee shall be in addition to any other rights or remedies that CITIZEN STOCK may have at law or in equity. It is understood that Images used for advertising purposes do not require credit. 6 Releases/Captions. CITIZEN STOCK has obtained a model or property release for each Image containing a recognizable person or property in its collection. CITIZEN STOCK 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). 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). Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. CITIZEN STOCK 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 Revocation. CITIZEN STOCK 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. Upon termination, Licensee and its client must immediately stop using the Image(s), delete the Image(s) and all copies from all magnetic media and destroy all other copies. CITIZEN STOCK reserves the right to discontinue the use of any Image(s) for any reason and elect to replace the Image(s) with an alternate Image(s). Upon notice of any discontinuance of the use of a particular Image, Licensee, its employer and its client, if applicable, agree not to use the Image(s) in the future. 8 Electronic Storage. For all Image(s) that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of CITIZEN STOCK and the image number, all metadata or other identification number associated with the Image(s) may be included as part of the electronic file. 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 CITIZEN STOCK within ten (10) days after receipt of invoice. No rights to use the Images are granted until payment in full is made. Cancellation Policy: If Licensee requests in writing to cancel this Agreement within 30 days of the date of receipt by Licensee of the Image(s), and such Image has not been used by Licensee, CITIZEN STOCK may cancel this Agreement and issue a credit to Licensees account or credit card as follows: (i) with an amount up to 100% of the license fee may be credited if the request is received within 7 days of receipt of the Licensed Material; or (ii) an amount up to 50% of the license fee may be credited if the request is received between 8 and 30 days of receipt of the Licensed Material; in each case an administration fee of US$50 will be charged. No credits are available for any cancellation request received after 30 days from receipt of the Image(s). 10 Warranty and Disclaimers. CITIZEN STOCK warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the Image(s) will be free from defects in material and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Image(s). General Disclaimers and Limitation of Liability CITIZEN STOCK MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CITIZEN STOCK 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 CITIZEN STOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. CITIZEN STOCKS 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). THE REPRESENTATIONS AND WARRANTIES MADE BY CITIZEN STOCK IN THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY CITIZEN STOCK 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 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 CITIZEN STOCK, and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees and Licensees contributor 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). Notice of Claim. The party seeking indemnification pursuant to this Section 11 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 and Citizen Stock shall not be liable for any losses arising from Licensee's failure to discontinue the use pursuant to Section 7. 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 CITIZEN STOCK 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 CITIZEN STOCKS other remedies under this Agreement, CITIZEN STOCK reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times CITIZEN STOCK normal license fee for use of the Image(s). 13 Miscellaneous. Notification of Misuse. Licensee will immediately notify CITIZEN STOCK if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Image(s), in whole or in part, or is violating any of CITIZEN STOCK' 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 CITIZEN STOCK. In addition, upon reasonable notice, CITIZEN STOCK 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 CITIZEN STOCK of five percent (5%] or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying CITIZEN STOCK the amount of such underpayment, Licensee shall also reimburse CITIZEN STOCK for the costs of conducting such audit. Where CITIZEN STOCK reasonably believes that Image(s) are being used outside of the scope of the license granted under this Agreement, Licensee shall, at CITIZEN STOCK' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by CITIZEN STOCK. Jurisdiction and Attorneys Fee. Any dispute regarding this Agreement shall be governed by the laws of the State of New York and applicable U.S. Federal law, including Title 17 of the U.S. Code, as amended. The parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, USA, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. Licensee agrees that this Agreement, as well as any other documents shall be written in the English language. In any dispute between Company and Licensee, Company shall be entitled to recover its reasonable attorneys fees, legal expert fees, and other legal expenses from Licensee. No Assignment. This Agreement is not assignable or transferable on the part of Licensee. No Waiver. No action of CITIZEN STOCK, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of CITIZEN STOCK 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 CITIZEN STOCK 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. Taxes. License fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee (if any).