Piemags Licence Agreement
Piemags is the trading name of PL Photography Limited
This is a legal agreement between you or your company and Piemags.
Please read this Agreement carefully as it explains how you can use images, illustrations and video clips that you license from Piemags. By downloading and/or using any visual content from Piemags, you agree to be bound by the terms and conditions of this Agreement. If you do not agree with the terms and conditions of this Agreement do not download or use any visual content contained on this site.
1. Definitions
As used in this Agreement.
'Client' – Means the person or entity who requests and receives the Content and to whom, where applicable, the Content is licensed.
'Content' - Means all content available for licence from the Piemags website, including images, video footage, editorial, illustrations.
'Contributor' – Means the parties who have submitted the Content to Piemags.
'Download' and variations thereof - Means downloading, obtaining or copying Content from the Website.
'Editorial' – Means still Images and Footage appearing under the Editorial section.
'Editorial Use' – Means the use of the Content relating to events that are newsworthy or of public interest and identified as such on Piemags’ website and excludes any advertorial sections.
'Footage' – Means any moving images, animations, films, videos or other audio/visual representations and video elements, excluding still images, recorded in any format available on the Website that has been selected and identified on the invoice.
'Images' - Means still photographs, vectors, drawings, graphics, and the like available on the Website that have been selected and identified on the invoice.
'Intellectual Property' - Means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
'Invoice' - Means the computer-generated or pre-printed invoice or licence document provided by Piemags that may include, without limitation, details of the Content selected, any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding price for the Licence. The terms contained in the Invoice shall be incorporated into this Agreement and all references to the Agreement shall include those terms. The Invoice will specify if any Content licensed is Royalty Free Content if applicable.
'Item Page' - Means the specific Content item and item detail pages at the Website where item previews and information about the particular Content are made available for Piemags Users.
'Licence' - Means the non-exclusive (unless otherwise stated in the Invoice), non-sublicensable right Piemags grants to you to use the Content.
'Licence Fee' - Means any sum or sums payable to Piemags by you in respect of the Licence.
'Piemags User' - Means an individual who is a registered Piemags user or account holder.
'Release' - Means a model or property release or any other release of a third party right or other third party permission.
'Reproduction' - Includes any form of copying, publication or making available to the public of the whole or part of any Content whether by printing, slide projection or other display, internet posting or transmission and whether by electronic, digital, mechanical or other means.
'Rights Managed Content' - means the Visual Content whose use is subject to the Rights Managed (RM) Licensing Terms.
'Royalty Free Content' – Means the Content whose use is subject to the Royalty Free (RF) Licensing Terms.
'Terms' - Means the terms and conditions set out in this Agreement and includes those contained in the Invoice. The terms and conditions contained in the Invoice replace those in this Agreement to the extent of any inconsistency.
'User' - Means any employee or subcontractor of the Client or final client who downloads, manipulates, edits, modifies or saves the digital file containing the Content and is otherwise directly involved in the creative or production process utilizing the Content; or incorporates the Content within any other work.
'Website' - Means our internet site at www.piemags.com.
2. Types of Licence
There are two types of licence models available: Royalty Free ('RF'), and Rights Managed ('RM'). Royalty Free means the licence fee is paid once and there is no need to pay additional royalties if the content is re-used. Royalty-free pricing is based on file size and is licensed for unlimited (save as set out below), perpetual use. Rights-managed content is licensed for specific types of use and pricing is based on factors such as size, placement, duration of use and geographic distribution.
Comp Licence: Piemags allows images to be used on a complimentary basis for test or sample use only. However, unless a licence is purchased, content cannot be used in any final materials or any publicly available materials. No other rights are granted for comp use and Piemags excludes all warranties in connection with such use.
3. Licensing Terms
3.1 For all licences
Images sourced from Piemags to be used in a news context may be cropped or edited for technical quality provided that the editorial integrity of the image is not compromised.
Content must not be wholly or partially incorporated into a logo, trade mark or service mark.
For all other Content you may alter, crop, manipulate and create derivative works from the Content, so long as you ensure that any Piemags source credit is not removed from any place where it is embedded in the Content.
The accuracy of the keywording, captioning or any other information relating to the Content is not guaranteed by Piemags. These may have been translated from their original language to another language using an automated translation process that Piemags has had no input or control over and therefore Piemags disclaims any liability for inaccurate, insulting, defamatory, misleading, offensive, infringing or unlawful content arising out of such translation process.
Certain changes may have been carried out by Piemags to the original Content. It is your sole responsibility to ensure that the Content so altered is appropriate and suitable for the intended use and you agree not to use any altered Content that gives an untrue or misleading representation of reality for any news or current events reporting.
You may not use content marked "editorial use only" for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events that are newsworthy or of general public interest.
If you use content that features models or property that could lead a reasonable person to believe that the model is personally endorsing or using a product or service or if the portrayal of the model could reasonably be considered unflattering or unduly controversial, you must prominently indicate that the Content is being used for illustrative purposes only and any person depicted in the content is a model.
The Content may not be sublicensed, resold or otherwise made available for use or distribution separately.
Not all of the Content has Releases. It is your responsibility to check that all necessary Releases have been secured.
3.2 For all Royalty Free Licences
Royalty Free Licence: Under the terms of a Royalty Free Licence, the right granted in respect of the RF Content is a perpetual, non-exclusive, non-transferable, non-sublicensable worldwide right to Reproduce the RF an unlimited number of times, in any and all media, for all purposes other than those uses prohibited in this Agreement.
3.3 For all Rights Managed Licences
RM Content is licensed on a non-exclusive basis and is strictly limited to the use, medium, period of time, print run, placement, size of image, territory, language and any other restrictions specified.
The RM Content restricted to Editorial Use may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be altered.
The licence fee in respect of the RM Content depends on the nature of the rights granted. The Client therefore undertakes to obtain an additional licence before undertaking any other use of the RM Content.
The RM Content which is restricted to Editorial Use may not be used for any commercial, promotional, endorsement, advertising or merchandising use without the prior written authorisation of Piemags.
The RM Content cannot be used for any of the purposes listed in the Restrictions on Use Section of this Agreement.
Piemags grants to you a non-exclusive, non-sublicensable and non-assignable right to Reproduce the content solely in the manner and for the purposes set out in the Invoice. When exercising this right, you must ensure that any Piemags source credit or other third-party credit or notice, including Intellectual Property rights, is not removed from any place where it is placed on or embedded in the content.
3.4 Restrictions on Use (Royalty Free and Rights Managed Licences)
No Unlawful Use. You may not use any Content in a pornographic, lewd, fraudulent, offensive, obscene or defamatory manner or context, to violate any person's right of privacy or publicity, or to infringe any copyright, trade name, trade mark or service mark of any person or entity or for any other unlawful manner.
You may not used any Content as or to form part of a logo, trade name, service mark or trade mark or use any Content to infringe anyone's logo, trade name, service mark or trade mark. You may not sell, license or distribute any derivative work containing any Content in a way that would allow a third party to download, extract or access the Content as a stand-alone file.
4. Releases and Third-Party Rights
You hereby acknowledge that the licence granted by Piemags does not include any licence in respect of any rights related to any person depicted in the Content. The same shall apply with regard to the authorisations that may be required for the use of names, brands, logos, entities or corporations which may also appear in the Content.
Piemags shall not be held liable for any conflict that may arise as a result of any digital or analogue manipulation of the Content, or any incorrect, improper or unauthorised use of the Content, that may harm the rights or interests of persons, companies, corporations or other third parties.
5. Credit and Copyright
No ownership or copyright, if applicable, in any Content shall pass to you by the issue of the Licence. You acknowledge that, with the exception of certain Content that may be in the public domain, all right, title and interest in and to the Content, including, without limitation, any applicable Intellectual Property rights therein remain with Piemags and or the Contributors, and nothing contained herein shall be construed to convey any rights or proprietary interest in the Content.
Unless otherwise agreed in writing, if any Content is reproduced by you for editorial purposes you must include the credit line "Piemags", or any other credit line specified by Piemags.
If and where commercially reasonable, the use of Content in merchandise or in an audio-visual production shall be accompanied by a credit to Piemags.
6. Warranties
Save in respect of Comp Licences, Piemags guarantees that should any Content have defects in material or workmanship, and these are notified in writing to Piemags within 45 days from the date of delivery of the Content, then Piemags will either replace the Content with another digital copy of the Content free from defect or refund the Licence Fee paid by you.
Save in respect of Comp Licences, Piemags warrants that it is entitled to grant the Licence to you free from any valid third party claims for infringement of copyright in the Content.
Piemags grants no rights and makes no warranties with regards to the use of names, trade dress, trade marks, designs, works of art or architecture or other works or subject matter of any nature depicted in the Content. You must satisfy yourself that all necessary rights and consents regarding the aforementioned as may be required for the intended use have been obtained. Piemags makes every effort to use accurate caption information, but Piemags does not warrant that such information is accurate and gives no warranty, express or implied, that any Content is error free.
7. Model and Property Release Information
With respect to Content for which you have purchased a licence through Piemags, the rights that Piemags grant to you do not include a licence in respect of any person, place, property, or subject matter depicted in a Content, which may be subject to copyrights, trade marks, rights of publicity, moral rights, property rights or other rights belonging to third parties.
Piemags gives no representations or warranties whatsoever as to the existence of any Releases associated with the Content. For such Content we make no warranties with regard to any personally identifiable information of any person or any privacy or publicity rights.
For Content that is film, video footage or any other audio-visual work, any music, dialogue or other ambient audio contained therein is incidental only; accordingly, our warranties do not apply to, and you are solely responsible for obtaining any additional clearances relating to, any of the audio that may be required.
You must satisfy yourself that all Releases as may be required for Reproduction of the Content have been secured and are appropriate for your intended use. You are solely responsible for obtaining all such Releases and the Licence is conditional in each case on your obtaining them. If you are unsure whether any Releases are needed for your Content usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by Piemags employees or representatives save as set out in this Agreement.
8. Payment
It is the Client's responsibility to ensure that all information on the Invoice is accurate and complete.
Unless otherwise agreed by us in writing, all invoices are payable within 30 days of invoice date.
9. Indemnification / Limitation of Liability
Each party shall indemnify the other party against all liabilities, costs, expenses, damages and losses (including legal costs and all other reasonable professional costs and expenses) suffered or incurred by the other arising out of or in connection with any breach by the indemnifying party of its obligations under this Agreement.
Nothing in this Agreement limits any liability which cannot legally be limited, including liability for (a) death or personal injury caused by negligence and (b) fraud or fraudulent misrepresentation. Subject to that:
(a) the following types of loss are wholly excluded: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts, (iv) loss of or damage to goodwill; and (v) indirect or consequential loss.
(b) each party's total liability to the other party shall not exceed £250,000.
10. Licence Fee
The Licence Fee depends on the nature of the rights granted. You agree to notify Piemags in the event that you wish to alter or expand the usage for the Content and you agree to pay any additional Licence Fee agreed. Use of Content in a manner not specifically authorised under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
11. Licence Cancellation
If any licensed Content is not reproduced by the Client in any way, the Client may, within 45 days of the Invoice date, request in writing, the cancellation of the Licence.
12. Confidentiality
Except as required by law, both parties shall procure that all confidential information disclosed by one party to the other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party's knowledge, possession or control shall not be used for any purposes other than those required or permitted by this Agreement and shall remain confidential and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Agreement and then only under appropriate confidentiality provisions approved by the other party. For the purposes of this Agreement confidential information shall include without limitation that relating to the business of a party, its business systems, pricing, trade secrets, business processes and client and supplier lists. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of either party.
13. Downtime
Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. You are advised to maintain a copy of your account status and details of Content purchased.
14. Public Domain Content
Our website might have some collections that include images that are in the public domain, not protected by copyright or where the copyright is unknown. Content may be in the public domain because copyright has expired, been forfeited or expressly waived or is not applicable. For these images we assume no responsibility and we do not claim any copyright or other Intellectual Property rights, we simply provide you with access to a copy to use in accordance with the terms of the licence you buy.
Generally, no releases have been obtained for any public domain Content, so to the extent that any public domain Content depicts or contains recognizable person(s), it should be considered to be for editorial use only.
15. General provisions
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
"The appearance of U.S. Department of Defense (DoD) visual information does not imply or constitute DoD endorsement."