EMU PRESS AND PUBLISHING
CANADA LICENSING TERMS AND CONDITIONS
This document together with any Invoice (as defined) provided
now or hereafter (collectively, the "Agreement") govern your
rights and obligations concerning delivered Image(s).
1. Definitions. "You" means the Client. "EMUPPC" means EMU Press
and Publishing Canada, Inc. "Image" means any image and
associated material provided by EMUPPC. "Digital Image" means
any Image provided in digital format except for a Royalty-Free
Image. "Royalty-Free Image" means any Image that EMUPPC
identifies in writing as royalty-free. "CD" means any CD-ROM
containing Royalty-Free Images. "Invoice" means a physical or
electronic invoice that grants usage rights for a stated fee to
an Image identified by Image Number.
2. Acceptance. You will be deemed to have accepted the entirety
of the Agreement upon your: a) using EMUPPC's online systems or
websites; b) receipt of an Image; c) using a CD; and/or d)
paying any fee.
3. Grant. Upon issuance of an Invoice, EMUPPC will grant you a
non-transferable license (a "License") strictly limited to the
Invoice¹s express terms and conditioned upon: a) your acceptance
of all the terms of the Agreement; b) your obtaining all
necessary releases and permissions; and c) your timely payment
of all fees. No License shall be granted, and any previously
granted License terminated, upon your failure to agree to, or
your breach of, any terms of the Agreement. Usage terms for
Royalty-Free Images will additionally be governed by Paragraph
16. EMUPPC reserves all rights not expressly granted.
4. Unlicensed Use. Without a License, Images are provided solely
for your review. If you make, or if you knowingly or negligently
permit any third party to make, any unauthorized use of an Image
including a use that exceeds your License, you will be liable
for three times the market value of such use, plus reasonable
legal fees and costs. This paragraph shall not limit any other
rights or remedies of EMUPPC.
5. Restrictions on Use. Unless stated in writing, Images are
licensed with no rights protection on a non-exclusive basis.
Except for Royalty-Free Images, usage is strictly limited to the
restrictions specified on the Invoice. Except as permitted in
writing, you may not prepare derivative works or composite
images; or license, sublicense or transfer any right to any
Image.
6. Payment. Payment is due or upon receipt of Invoice. Payments
later than 45 days from receipt are subject to late fees of the
lesser of 2% percent per month or the maximum legal rate.
7. Returns and Holding Fees. Immediately upon the termination of
your permitted use, you shall provide EMUPPC with written
confirmation of the destruction or erasure of any Digital Image
and, except for CD¹s, you shall return all other physical media
(subject to a $50 fee per non-return). A holding fee $20 per
week will be charged for each Image not returned, or destroyed
or erased with written confirmation, as required.
8. Ownership. The Images are the property of
Knomaze Corporation and/or its suppliers. You
shall not acquire any right, title or interest to any Image, CD
or portion thereof, except as expressly granted in writing.
9. Copyright Notice. Images published for editorial, educational
or non-promotional use shall include a copyright notice in the
format provided. If none is provided, EMUPPC will provide upon
request. If you omit such notice, you shall pay liquidated
damages of triple the stated License fee.
10. Trademarks. Except as part of required copyright notices,
you may not use EMUPPC¹s trade or service marks without written
consent. You may not use any Image or portion thereof as a trade
or service mark.
11. Releases. No releases exist unless stated in writing or
provided by EMUPPC. NOTWITHSTANDING THE FOREGOING, EMUPPC
DISCLAIMS ALL WARRANTIES CONCERNING THE VALIDITY OF ALL
RELEASES. IF EMUPPC ERRONEOUSLY ASSERTS THE EXISTENCE, SCOPE OF
OR VALIDITY OF A RELEASE, EMUPPC¹S LIABILITY IS LIMITED TO THE
USAGE FEE PAID FOR THE APPLICABLE IMAGE. You are solely
responsible for and shall obtain necessary releases concerning
the subject matter of the Images and the rights to any
proprietary material depicted therein. EMUPPC grants no rights
until you obtain all necessary releases, and you will provide
proof thereof upon request.
12. DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN WRITING, EMUPPC
DISCLAIMS ALL IMPLIED OR EXPRESS WARRANTIES CONCERNING ANY IMAGE
AND CONCERNING EMUPPC¹S ONLINE SYSTEMS OR WEBSITES INCLUDING
WITHOUT LIMITATION:
A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND WARRANTIES OF UNINTERRUPTED SERVICE;
B) WARRANTIES CONCERNING AN IMAGE¹S SUBJECT MATTER OR UNDERLYING
RIGHTS TO PROPRIETARY MATERIAL DEPICTED THEREIN;
C) WARRANTIES CONCERNING THE ACCURACY OR VALIDITY OF ANY
RELEASES, CAPTIONS OR OTHER INFORMATION PROVIDED WITH AN IMAGE;
D)WARRANTIES CONCERNING THE USE OF NAMES, TRADE OR SERVICE
MARKS, LOGOS, DESIGNS OR WORKS OF ART DEPICTED IN ANY IMAGE; AND
E) WARRANTIES CONCERNING THE FORMATTING OF A DIGITAL IMAGE. YOUR
SOLE AND EXCLUSIVE REMEDY FOR RECEIPT OF A DEFECTIVE DIGITAL
COPY IS THE REPLACEMENT OF THE DIGITAL COPY OR REFUND OF FEE, AT
EMUPPC¹S OPTION.
13. Indemnification. You may not use any Image in any manner, or
in connection with any material, that is unlawful, defamatory,
obscene, pornographic or that infringes any trade or service
marks, rights of privacy or publicity, or other rights of third
parties. You will indemnify, defend and hold harmless EMUPPC,
its affiliates, suppliers, and their agents (collectively,
"Affiliates") against all claims, liabilities, damages, costs
and expenses, including reasonable legal fees, arising from or
relating to: a) any breach by you of the Agreement; b) any
alteration or unauthorized use by you of any Image; c) any claim
of infringement of a third party¹s right to privacy or
publicity, where i) EMUPPC has not expressly asserted in writing
the existence of a release; or ii) your use exceeds the use
permitted by any existing release.
14. LIMITATION OF LIABILITY. NEITHER EMUPPC NOR ITS AFFILIATES
SHALL BE LIABLE FOR:
A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR
EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE USE OR
LICENSE OF ANY IMAGE OR CD, EVEN IF EMUPPC OR ITS AFFILIATES
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR B) FOR
ANY DAMAGES WHATSOEVER FOR THE USE, OR INABILITY TO USE, ANY
ROYALTY-FREE IMAGE OR CD. IN NO EVENT SHALL EMUPPC¹S OR ITS
AFFILIATES¹ LIABILITY FOR ANY CLAIM WHATSOEVER EXCEED THE SUM
PAID BY YOU TO EMUPPC FOR THE USE OF THE RESPECTIVE IMAGE. Some
disclaimers and Limitations of liability might not apply to you
to the extent they are not permitted by local law.
15. Condition of Images. You agree to carefully examine each
Image or scan for physical defects before use or reproduction.
NEITHER EMUPPC NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY LOSS
OR DAMAGE TO YOU OR ANY THIRD PARTY ARISING FROM ANY PHYSICAL
DEFECT IN ANY IMAGE, CAPTION OR SCAN IN CONNECTION WITH USE OR
REPRODUCTION
16. Royalty Free Terms. For Royalty-Free Images, the terms of
this paragraph shall apply in addition to the other terms of the
Agreement; this paragraph¹s terms shall prevail in the event of
any conflict. For Royalty-Free Images, EMUPPC grants you a
non-exclusive, non-transferable right to use solely in: a)
"Printed Materials," as part of promotional, packaging or
editorial material, and in items intended for distribution that
incorporate the Image(s) in their design; b) "Broadcast Video";
and c) "Digital Media" (limited to display resolutions less than
640 x 480 pixels72 dpi) in or as part of World Wide Web sites,
or of computer, software, audiovisual, multimedia or CD-ROM
products. Additionally, you may modify or create derivative
works from the Royalty-Free Images if all conditions of the
Agreement are met. You may only use the Royalty-Free Image(s) in
work that is created for you, or for your employer, direct
client or customer, who must be the end-user of your work. The
Agreement does not permit you to:
i) Loan, license, or transfer the right to use the CD or any
Image except to the extent that a Royalty-Free Image is
incorporated by you into Printed Materials, Broadcast Video or
Digital Media; ii) Simultaneously use the CD or any Image(s) on
more than one computer, or on a network system; iii) Distribute
the CD or any Image on a computer bulletin board or any online
or Internet service except as expressly permitted; or iv) Use
any Royalty-Free Image to promote an image product or a business
that is an image provider.
17. Miscellaneous. EMUPPC may upon reasonable notice inspect
your records to ensure compliance hereof. The Agreement inures
to the benefit of and is binding upon the parties and their
heirs, successors, assigns, and representatives. No failure of a
party to exercise or enforce rights hereunder will act as a
waiver of those rights. The Agreement contains all the terms of
the agreement between the parties concerning its subject matter,
and it supersedes any prior agreement. The Agreement may only be
modified, or any rights under it waived, by a writing executed
by the party against whom such modification or waiver is
asserted. The Agreement shall be governed by New York law
without regard to choice of law principles. The parties consent
to the exclusive jurisdiction of the courts located within the
Province of Ontario, Canada to resolve any disputes arising
hereunder. You shall be responsible for EMUPPC¹s reasonable
attorney¹s fees, witness fees, and other costs arising from your
breach of the Agreement. Any invalidity or unenforceability of
any provision hereof shall not modify or affect any other term
or provision. Headings are for convenience only and shall not be
used to construe the Agreement. You may not assign the Agreement
or transfer any right to use an Image. Time is of the essence in
the performance of your obligations under the Agreement.
18. Additional rights and/or upgrades are available. If you are
unsure of your rights under the Agreement, please contact
customer service by calling 800-266-9319.
Royalty Free License Information
All Images and CD’s available on the
EMU Press and Publishing Canada's website are
completely royalty-free.
However, use of EMUPPC Stock images is subject to the
terms and conditions of our End-User License Agreement,
and you may not resell any image.
For network or multiple use licenses,
please contact EMU Press and Publishing Canada
(800-266-9319). |
The EMUPPC Stock Royalty Free End-User License
Agreement
The following is a legal Agreement
between you (the "Licensee") and EMU Press and
Publishing Canada, Inc. ("EMUPPC").
Please read this Agreement carefully
before using the accompanying image CD-ROM (the "CD") or
downloading any Royalty Free Image (the "Image" or
"Images"). By using the CD or downloading an Image, you
agree to be bound by this Agreement. |
1. |
The entire contents of the CD
(including without limitation the accompanying Software
and Documentation) and the Image(s) are copyrighted,
proprietary and protected by Canadian and United States
law, international treaty provisions and other
applicable laws. All rights not expressly granted are
reserved. Your right to use the CD and Image(s) is
conditioned upon your payment of any applicable fee
prior to use and your compliance with the terms of this
Agreement. |
2. |
By this Agreement, EMUPPC grants you
a non-exclusive, non-transferable right to use the
Image(s) or the Images on the CD solely in: |
A. |
"Printed Materials," as part of
advertisements; editorial or promotional copy;
brochures; reports; newsletters; packaging; and items
intended for resale or complimentary distribution that
incorporate the Image(s) in their design such as books,
clothing, calendars, and CD packaging; |
B.
|
"Online and Broadcast Video Media,"
limited exclusively to World Wide Web site display,
online display and broadcast video; provided however
that only low-resolution versions of Images (no greater
than 640 x 480 pixels - 72 dpi) may be displayed on any
World Wide Web site or online; and |
C.
|
"Offline Digital Media" in or as part
of computer, audiovisual and multimedia use; software;
multimedia programs; and CD ROM products; provided
however that only low-resolution versions of Images (no
greater than 640 x 480 pixels - 72 dpi) may be displayed
on Offline Digital Media. |
3. |
You may modify, adapt or create
derivative works and publish the Image(s) in or on
Printed Materials, Online and Broadcast Video Media, and
Offline Digital Media, provided all conditions of this
Agreement are met, including section 5G (below). Your
use of the Image(s) is not limited by the number of
items produced, circulated or sold. |
4. |
You may only use the Image(s), or
include the Image(s) in Printed Materials, Online and
Broadcast Video Media or Offline Digital Media that are
created for yourself, or for your employer, direct
client or customer, who must be the end-user of your
work. |
5. |
This Agreement specifically does not
permit you to: |
A.
|
Loan, rent, sell, sub-license, lease,
or otherwise transfer the right to use the CD or any
Image(s) to any other person or entity, except to the
extent that any such Image has been incorporated by you
into Printed Materials, Online and Broadcast Video or
Offline Digital Media. Images may not be distributed or
sold individually - they must be incorporated into these
items; |
B.
|
Use or copy any Image or CD (or any
portion thereof) in any manner, except as permitted by
the express terms of this Agreement; |
C.
|
Use any Image or the CD in any form
of pornography, or in a defamatory, fraudulent or
illegal manner; |
D.
|
Simultaneously use the CD or any
Image(s) on more than one computer at a time (multiple
use), or on a network system without first obtaining a
license upgrade from EMUPPC; |
E.
|
Distribute any Image on a computer
bulletin board or any other form of online or
Internet-accessible service except as expressly
permitted herein; |
F.
|
Use any Image or any portion thereof
as a trademark or service mark, or claim any proprietary
rights in any Image, or any portion thereof; or
|
G.
|
Produce any advertising or
promotional material containing any Image with the
intent to promote an image product or to promote a
business that is an image provider. |
6. |
You agree to indemnify, hold harmless
and defend EMUPPC, and its employees, directors,
suppliers, agents and affiliates, against any damages or
liability of any kind including attorneys’ fees arising
from any use of any Image or the CD other than the
permitted uses specified in this Agreement. |
7. |
Neither EMUPPC not any of its
directors, employees, suppliers, agents or affiliates
shall be liable for any damages, whether direct,
indirect, consequential or incidental, arising out of
the use of, or the inability to use, any Image or the
CD. |
8. |
This Agreement shall be governed by
the laws of the Province of Ontario Canada without
regard to conflict of laws rules. Venue for any action
respecting this Agreement, any Image, the CD or their
use or attempted use shall be in the Provincial courts
sitting in Toronto, Ontario Canada and you hereby
consent to the jurisdiction of such courts. |
9. |
Additional rights and/or upgrades are
available. If you are unsure of your rights under this
Agreement, please contact customer service by calling
800-266-9319. |
|