Licence Agreements - Getty Images IN
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This section contains the licence agreements for Getty Images products.

Topics:
Editorial, Rights-Managed and Rights-Ready Licence Agreement (Video & Stills) (Download PDF)
Royalty-Free Licence Agreement (Video & Stills) (Download PDF)
Comping File and Video Preview Licence Agreement (Download PDF)
Music licence agreement (Download PDF)

Getty Images Editorial, Rights-Managed and Rights-Ready Image and Video Licence Agreement

Last updated: February 2013

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE, PURCHASER (IF ANY) AND AN AFFILIATE OF GETTY IMAGES, INC. THE AFFILIATE OF GETTY IMAGES IDENTIFIED IN SECTION 11.10 BELOW WILL BE THE PARTY ENTERING INTO THIS AGREEMENT ("GETTY IMAGES") WITH LICENSEE. THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENCE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

1. Definitions. In this Agreement the following definitions apply:
1.1"Editorial Licensed Material" means Licensed Material relating to events that are newsworthy or of public interest and identified as such on the Getty Images website.
1.2"Invoice" means the computer-generated or pre-printed standard form invoice provided by Getty Images setting out the Getty Images licensing company and the terms agreed with the Licensee. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.3"Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Getty Images under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
1.4"Licensee" means the entity purchasing a licence hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.
1.5"Licensee Work" means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.
1.6"Purchaser" means an entity purchasing the licence hereunder on behalf of a third-party Licensee.
1.7"Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
1.8"Rights and Restrictions" means the information available to Licensee at the time of Licensed Material selection, either: (i) accompanying the Licensed Material on the Getty Images' website (including all areas of the purchase process); (ii) in a written quote issued by Getty Images; or (iii) in the editorial feed (if so delivered), and as might also be reflected in the Invoice. Such restrictions may include, without limitation, the permitted scope of use, duration of licence, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the licence of such Licensed Material ("Licence Fee"). The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

2. Grant of Rights and Restrictions. Subject to the terms of this Agreement:
2.1Getty Images grants to Licensee a non-exclusive, non-sublicensable and non-transferable right to use and Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the terms of this Agreement.
2.2Use 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 Rights and Restrictions. Licensee may utilise the Licensed Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions, including as set forth in Section 2.1 above. Licensee may license and/or transfer ownership of any Licensee Work (but not any Licensed Material contained therein) as part of any distribution process as may be necessary or appropriate for the intended use specified in the Rights and Restrictions solely as part of the distribution process contemplated in the Rights and Restrictions in connection with the intended use specified therein.
2.3Unless additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate licence agreement, Editorial Licensed Material may not be used for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement use of Licensed Material in an "editorial" manner means use relating to events that are newsworthy or of public interest and expressly excludes any advertorial sections (i.e. sections or supplements in relation to which Licensee receives a fee from a third-party advertiser or sponsor).
2.4Editorial Licensed Material 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.
2.5While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Getty Images does not warrant the accuracy of such information.
2.6Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
2.7If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person (except for Editorial Material used in an editorial manner), Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
2.8Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of Getty Images.
2.9Licensee may not make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.
2.10Editorial Licensed Material 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 Licensed Material and/or the Licensee Work on mobile devices, without obtaining the prior written consent of Getty Images, which consent might require payment of an additional Licence Fee. For clarification, this restriction on mobile use is not breached if Licensed Material that is licensed for website use can be viewed via mobile devices in a "pull" (as opposed to "push") fashion, provided it is not so specifically modified, reconfigured or repurposed for this purpose.
2.11Unless otherwise specified in the Rights and Restrictions, Licensee may not, directly or indirectly, Reproduce the Licensee Work in any secondary Reproductions, such as compilations, screen shots, in-context promotions or on file-sharing or social networking websites such as YouTube, Facebook, MySpace, Bebo etc.
2.12Licensed Material shall not be used contrary to the Rights and Restrictions.
2.13Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorised to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 2.13 shall excuse Purchaser's obligation to make payment to Getty Images of the Licence Fee.
2.14Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material.
2.15If the Rights and Restrictions allow Reproduction of the Licensee Work on a website, Licensee shall post terms and conditions on its permitted websites that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
2.16If the Rights and Restrictions include use on any social media platform or other third party website; (i) such rights shall automatically be revoked in the event that the platform or website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement and (ii) in such event, upon Getty Images’ request, Licensee shall remove any Licensed Material from such platform or website.

3. Credit and Intellectual Property.
3.1Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the licence contained in this Agreement. Except as expressly stated in this Agreement, Getty Images grants Licensee no right or licence, express or implied, to the Licensed Material.
3.2Trademarks. In connection with the use of "Getty Images" or any other of Getty Images' or its partners' trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Getty Images or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of the Marks.
3.3Photo Credit. Except as otherwise noted in Section 10, all Licensed Material used in an editorial context must include the following credit line adjacent to the Licensed Material: "[Photographer's Name]/[Collection Name]/Getty Images" or as otherwise shown on the Getty Images website. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the Licence Fee may be payable by Licensee, at Getty Images' sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Getty Images may have at law or in equity.
3.4Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such credit(s), substantially in the following form: "[Video] [Imagery] supplied by [Collection Name]/Getty Images".
3.5Notice of Violations. Licensee will immediately notify Getty Images if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Getty Images' intellectual property rights, including, but not limited to, Marks and copyrights.

4. Releases.
4.1Getty Images will notify Licensee in the Rights and Restrictions if it has obtained a model release and/or a property release for Licensed Material. The warranty and indemnity set forth in Sections 5.1(iv) and 6.1 below are only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained. No releases are generally obtained for Editorial Licensed Material. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) (such as Screen Actors Guild in the US) as a result of Licensee’s use of the Licensed Material.
4.2Except where Licensee is specifically notified that a model and/or property release has been obtained, Getty Images does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of Licensed Material, and Licensee shall be solely responsible for obtaining all necessary release(s).

5. Warranty and Limitation of Liability.
5.1Getty Images warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Getty Images (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by Getty Images pursuant to Section 4.1, Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Getty Images (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not, where a property release is provided, infringe on any trademark or other intellectual property right and/or will not, where a model release is provided, violate any right of privacy or right of publicity.
5.2GETTY IMAGES DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GETTY IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. GETTY IMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

6. Indemnification.
6.1Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any breach of the warranties set forth in Section 5.1(ii)-(iv) above, Getty Images shall, subject to the terms of Section 5.2 above and Section 6.3 below, 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 solicitor fees), arising out of or as a result of claims by third parties ( “Claims”) relating to any actual or alleged breach by Getty Images of its warranties set forth in Section 5.1(ii)-(iv) above. Getty Images shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Licensee’s modification, overlay or re-focusing of the Licensed Material, where the Claim would not have arisen but for the modification, overlay or re-focusing made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Work; where the Claim would not have arisen but for such context; (iii) Licensee’s failure to comply with the terms of this Agreement; or (iv) Licensee’s continued use of Licensed Material following notice from Getty Images, or upon Licensee’s knowledge, that Licensed Material is subject to a claim of infringement of another’s right. The foregoing states Getty Images' entire indemnification obligation under this Agreement.
6.2Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Getty Images and its parent, subsidiaries, commonly owned or controlled affiliates, and content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release.
6.3The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party's discretion, indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall co-operate in the defence 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.

7. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(i) above, Getty Images shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

8. Licence Cancellation Fee. If Licensee or Purchaser requests in writing to cancel this Agreement within 30 days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, Getty Images may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card as follows: (i) with respect to non-video Licensed Material only, an amount up to 100% of the Licence 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 Licence Fee may be credited if the request is received between 8 and 30 days of receipt of the Licensed Material (or any time within the first 30 days for video); in each case an administration fee of US$50 (or local currency variation) will be charged. No credits are available for any cancellation request received after 30 days from receipt of Licensed Material. Nothing in this Section 8 shall apply to research, lab, service, or subscription fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.

9. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Getty Images electronically via the email address associated with Licensee’s and/or Purchaser’s Getty Images account. If Licensee fails to pay Getty Images' invoice in full within the time specified on the invoice, Getty Images may add 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 received.

10. Collection Specific Terms and Conditions.
10.1Hulton Archive. Hulton Archive Licensed Material of historical vintage often employs older photo techniques. Some of this Licensed Material contains "artefacts" or other flaws inherent in prints of the particular vintage and are not defects. If any use of Hulton Archive Licensed Material gives rise to publication rights (as defined in The Copyright and Related Rights Regulation or to any similar rights in any other country), those rights shall belong exclusively to Getty Images. Licensee shall do all such things and shall procure rights from any third parties in whom such rights may otherwise vest (including executing assignments) as are required to vest ownership of all such rights exclusively in Getty Images.
10.2The Bridgeman Art Library. The following credit line must appear adjacent to any Bridgeman Art Library Licensed Material utilised in an editorial manner and, whenever reasonably possible, in connection with non-editorial uses: "[Title]/[artist name]/The Bridgeman Art Library/Getty Images".
10.3National Geographic Society ("NGS"). The following credit line must appear adjacent to any NGS Licensed Material utilised in an editorial manner: "(Photographer's Name) /NATIONAL GEOGRAPHIC IMAGE COLLECTION/Getty Images". No other use of the NGS's name, logo or trademarks is permitted in association with any NGS Licensed Material utilised in an editorial manner. No use of the NGS's name, logos or trademarks (including use of a credit line) is permitted in association with any non-editorial use of the NGS Licensed Material, including, but not limited to, advertising, commercial, corporate or consumer products such as calendars, posters, prints etc. NGS Licensed Material may be cropped, but not rotated or otherwise altered. No model release or other releases exist for NGS Licensed Material unless so specified. Some NGS Licensed Material may be in the public domain, and therefore it may be possible for another library to license NGS Licensed Material represented by NGS for a conflicting use. Getty Images and NGS shall have no liability for any such situation.
10.4Digital Globe. Digital Globe Licensed Material may not be incorporated into any type of interactive map viewer.
10.5NBA Licensed Material. NBA IMAGERY MAY NOT BE LICENSED WITHOUT PRIOR APPROVAL. PLEASE CONTACT YOUR LOCAL GETTY IMAGES OFFICE TO OBTAIN APPROVAL.
Additional NBA Image Licence Terms. The following additional provisions apply to Licensees of any Licensed Material of the National Basketball Association ("NBA") or taken at NBA games. In the event that the terms of these additional provisions conflict or are otherwise inconsistent with the terms set forth elsewhere in this Agreement, the terms of these additional provisions shall govern.
Third-Party Beneficiary. Licensee agrees that (i) for licences of NBA Licensed Material, NBA Entertainment, a division of NBA Properties, Inc., is a third-party beneficiary of this Agreement, (ii) for licences of Women's National Basketball Association ("WNBA") Licensed Material, WNBA Enterprises, LLC is a third-party beneficiary of this Agreement and (iii) for licences of National Basketball Developmental League Licensed Material ("NBDL"; and together with NBA and WNBA, the "NBA Parties") Licensed Material, NBDL Enterprises, LLC is a third-party beneficiary of this Agreement.
Additional Restrictions. With regard to NBA, WNBA or NBDL Licensed Material or Licensed Material taken at NBA games, no reproduction, storing, archiving, redistribution or other use of the Licensed Material may be made without separate written approval from NBA Entertainment.
Editorial Website Users. For any Licensee that is an editorial website user of NBA, WNBA or NBDL Licensed Material or Licensed Material taken at NBA games hereunder, unless otherwise agreed, Licensee shall not display or otherwise use such Licensed Material for a period longer than thirty (30) days following the date on which such Licensee is authorised to first post such Licensed Material; Licensee shall not be permitted to display or otherwise use more than thirty (30) such Licensed Material images at any one time and Licensee shall not use any such Licensed Material as part of a photo gallery or slide show.
Reproductions. NBA, WNBA and NBDL Licensed Material or Licensed Material taken at NBA games must be reproduced exactly as furnished to Licensee by Getty Images (or its designee) without alteration or cropping unless such a change has been approved in writing by Getty Images.
NBA Parties Photo Credit. The following photo credit must appear adjacent to the use of NBA, WNBA or NBDL Licensed Material or Licensed Material taken at NBA games, as the case may be: (i) for all NBA Licensed Material provided to Getty Images by any of the NBA Parties, "(c) [Year] NBA Entertainment. Photo by [Photographer's Name]/NBAE/Getty Images."; (ii) for all WNBA Licensed Material provided to Getty Images by any of the NBA Parties, "(c) [Year] WNBA Enterprises. Photo by [Photographer's Name]/WNBAE/Getty Images."; (iii) for all NBDL Licensed Material provided to Getty Images by any of the NBA Parties, "(c) [Year] NBDL Enterprises. Photo by [Photographer's Name]/NBDLE/Getty Images."; (iv) for all NBA, WNBA and NBDL Licensed Material shot by or on behalf of Getty Images, "(c) [Year] Getty Images. Photo by [Photographer's Name]/Getty Images."
Intellectual Property and Trademark. This Agreement does not grant any right to Licensee with respect to the name, likeness or other attribute of any NBA, WNBA or NBDL player or other person or entity appearing in the Licensed Material. Licensee acknowledges and agrees that it shall be solely responsible for obtaining any and all necessary licences, releases or waivers permitting Licensee to use the name, likeness or other attribute of any such individual or entity appearing in the Licensed Material.
Intellectual Property. Subject to the terms of this Agreement, Licensee shall have the right to use the names, symbols, emblems, designs, logos, trademarks, uniforms and identifications of the NBA and its member teams, the WNBA and its teams or the NBDL and its teams, as the case may be (collectively, the "NBA Marks"), solely insofar as certain of the NBA Marks appear in the Licensed Material as properly incorporated into the approved use specification for such Licensed Material. Licensee shall make no other use of the NBA Marks for any other purpose without a separate written licence agreement with the applicable NBA Party or its affiliates. Licensee acknowledges that NBA Parties and/or their affiliates own the exclusive right to license the use of the NBA Marks and that no use of the NBA Marks can be made for any reason (including in connection with the sale of a product or service) without the prior approval of the applicable NBA Party or its applicable affiliate. Licensee recognises the value of the NBA Marks and acknowledges that the goodwill attached thereto belongs to the applicable NBA Party and/or its applicable affiliate and that the NBA Marks have secondary meaning in the mind of the public. Licensee agrees that it shall not attack the property rights of any NBA Party and/or its affiliates in and to the NBA Marks or attack the validity of this Agreement.

11.Miscellaneous Terms.
11.1Unauthorised Use and Termination. Any use of Licensed Material in a manner not expressly authorised by this Agreement constitutes copyright infringement, entitling Getty Images 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 Getty Images' other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Getty Images' standard Licence fee for the unauthorised use of the Licensed Material. Getty Images reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorised use from Getty Images relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the Licence Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Getty Images, return to Getty Images the Licensed Material and, in the case of termination by Getty Images for cause, the Licensee Work in the possession or control of Licensee.
11.2Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to Getty Images, including by providing Getty Images with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Material is Reproduced. In addition, upon reasonable notice, Getty Images 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 Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Getty Images 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 Getty Images the amount of such underpayment, Licensee shall also reimburse Getty Images for the costs of conducting such audit. Where Getty Images reasonably believes that Licensed Material is being used outside of the scope of the licence granted under this Agreement, Licensee shall, at Getty Images' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Getty Images.
11.3Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Getty Images, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorised third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security purposes only.
11.4Withdrawal. Upon notice from Getty Images, or upon Licensee's knowledge, that any Licensed Material may be subject to a claim of infringement of another's right for which Getty Images may be liable, Getty Images may require Licensee to immediately and at its own expense: (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Getty Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Getty Images in its reasonable commercial judgement) free of charge, but subject to the other terms and conditions of this Agreement.
11.5Governing Law/Arbitration. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") or of the International Centre for Dispute Resolution ("ICDR") in effect on the date of the commencement of the arbitration (the applicable rules to be at Licensee’s discretion) to be held in one of the following jurisdictions (whichever is closest to Licensee): Seattle, Washington; New York, New York; Los Angeles, California; London, England; Paris, France; Frankfurt, Germany; Tokyo, Japan; or Singapore. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgement may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defence on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Getty Images shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Getty Images, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitations, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
11.6Severability. 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. Such provisions shall be revised only to the extent necessary to make them enforceable.
11.7Waiver. No action of either party, 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 exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
11.8Entire Agreement. This Agreement is intended for business customers of Getty Images and contains all the terms of the licence agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties or issued electronically by Getty Images and accepted in writing by an authorised representative of Licensee. In the event 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.
11.9Taxes. All Licence Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).
11.10Getty Images Licensing Company. The licensing entity under this Agreement shall be determined by the billing address of the Licensee or, if any, Purchaser, as follows:
LICENSEE/PURCHASER LOCATION:GETTY IMAGES LICENSER (and LOCATION):
United StatesGetty Images (US), Inc. (United States)
SpainGetty Images Sales Spain SL (Spain)
PortugalGetty Images Sales Portugal, Unipessoal, Lda. (Portugal)
AustraliaGetty Images Sales Australia Pty Limited (Australia)
New ZealandGetty Images Sales New Zealand Limited (New Zealand)
MalaysiaGetty Images Malaysia Sdn Bhd (formerly VPA Photolibrary.com Sdn Bhd) (Malaysia)
ThailandGetty Images (Thailand) Limited (Thailand)
PhilippinesGetty Images Pte Limited, Philippines branch (Philippines)
Hong KongGetty Images Sales Hong Kong Limited (Hong Kong)
SingaporeGetty Images Sales Singapore Pte Limited (Singapore)
IndiaGetty Images Media India Pvt Limited (India)
JapanGetty Images Sales Japan GK (Japan)
United Arab Emirates, Bahrain, Jordan, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia, YemenGetty Images Middle East FZ LLC (UAE)
TurkeyGetty Images Turkey Medya Hizmetleri Ltd Şti. (Turkey)
All other countriesGetty Images International (Ireland)


©2013 Getty Images. All rights reserved.

Getty Images' Royalty-Free Image and Video Licence Agreement

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE, PURCHASER (IF ANY) AND AN AFFILIATE OF GETTY IMAGES, INC. THE AFFILIATE OF GETTY IMAGES IDENTIFIED IN SECTION 10.9 BELOW WILL BE THE PARTY ENTERING INTO THIS AGREEMENT ("GETTY IMAGES") WITH LICENSEE. THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENCE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

Last updated: February 2013

1. Definitions. In this Agreement the following definitions apply:
1.1"Invoice" means the computer-generated or pre-printed standard form invoice provided by Getty Images that shall include, without limitation, the Getty Images licensing company, the Licensed Material selected and the corresponding price for the licence of such Licensed Material ("Licence Fee"). The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.2"Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any copies thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Getty Images under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
1.3"Licensee" means the entity purchasing a licence hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.
1.4"Licensee Work" means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.
1.5"Purchaser" means the entity purchasing the licence hereunder on behalf of a third-party Licensee.
1.6"Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
1.7"User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilising the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:
2.1Getty Images grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.
2.2Licensee may have the Licensed Material Reproduced by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the provisions of this Agreement.
2.3Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, so long as there are no more than ten (10) Users. Licensee must purchase additional seat licenses if there are more than ten (10) Users before such additional use begins.

3. Restrictions.
3.1Licensee may not: (i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than authorised Users; or (ii) make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.
3.2Licensee may not, without obtaining the prior written consent of Getty Images and the payment of additional Licence Fees: (i) include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (ii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, licence or other distribution of "on demand" products (e.g., products in which Licensed Material is selected by a third party for customisation of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones or similar items.
3.3Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material, nor may it make the Licensed Material available in the form of fine art prints.
3.4Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of Getty Images.
3.5If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
3.6Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
3.7While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Getty Images does not warrant the accuracy of such information.
3.8Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorised to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.8 shall excuse Purchaser's obligation to make payment to Getty Images of the Licence Fee.
3.9If the Licensee Work is Reproduced on a website, Licensee shall post terms and conditions on the website that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
3.10If the Licensed Material is Reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform or website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement and (ii) in such event, upon Getty Images’ request, Licensee shall remove any Licensed Material from such platform or website.

4. Credit and Intellectual Property.
4.1Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the licence contained in this Agreement. Except as expressly stated in this Agreement, Getty Images grants Licensee no right or license, express or implied, to the Licensed Material.
4.2Trademarks. In connection with the use of "Getty Images" or any other of Getty Images' or its partners' trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Getty Images or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of Getty Images' Marks.
4.3Photo Credit. All Licensed Material used in an editorial context, must include the following credit line adjacent to the Licensed Material: "[Photographer's Name]/[Collection Name]/Getty Images" or as otherwise shown on the Getty Images website. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the Licence Fee may be payable by Licensee, at Getty Images' sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Getty Images may have at law or in equity.
4.4Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credit(s), substantially in the following form: "[Video] [Imagery] supplied by [Collection Name]/Getty Images".
4.5Notice of Violations. Licensee will immediately notify Getty Images if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Getty Images' intellectual property rights, including, but not limited to, Marks and copyrights.

5. Warranty and Limitation of Liability.
5.1Getty Images warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Getty Images (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (iv) all necessary model and/or property releases for use of the Licensed Material authorised under this Agreement have been obtained. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) (such as Screen Actors Guild in the US) as a result of Licensee’s use of the Licensed Material.
5.2GETTY IMAGES DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GETTY IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. GETTY IMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

6. Indemnification.
6.1Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any breach of the representations and warranties set forth in Section 5.1(ii)-(iv) above, Getty Images shall, subject to the terms of Section 5.2 above and Section 6.3 below, 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 as a result of claims by third parties (“Claims”) relating to any actual or alleged breach by Getty Images of its warranties set forth in Section 5.1(ii)-(iv) above. Getty Images shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Licensee’s modification, overlay or re-focusing of the Licensed Material, where the Claim would not have arisen but for the modification, overlay or re-focusing made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Work; where the Claim would not have arisen but for such context; (iii) Licensee’s failure to comply with the terms of this Agreement; or (iv) Licensee’s continued use of Licensed Material following notice from Getty Images, or upon Licensee’s knowledge, that Licensed Material is subject to a claim of infringement of another’s right. The foregoing states Getty Images' entire indemnification obligation under this Agreement. The foregoing states Getty Images' entire indemnification obligation under this Agreement.
6.2Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Getty Images and its parent, subsidiaries, commonly owned or controlled affiliates, content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.
6.3The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall cooperate in the defence 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.

7. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(i) above, Getty Images shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

8. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Getty Images electronically via the email address associated with Licensee’s and/or Purchaser’s Getty Images account. If Licensee fails to pay the Invoice in full within the time specified in the Invoice, Getty Images may add 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 received.

9. Unauthorised Use and Termination. Any use of Licensed Material in a manner not expressly authorised by this Agreement (including, without limitation, use of Licensed Material by more than ten (10) Users without purchase of additional seat licences) constitutes copyright infringement, entitling Getty Images 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 Getty Images' other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Getty Images' standard Licence fee for the unauthorised use of the Licensed Material. Getty Images reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorised use from Getty Images relating to the Licensed Material; (ii) fails to pay the Licence Fee in full within the time specified in the Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Getty Images, return to Getty Images the Licensed Material and, in the case of termination by Getty Images for cause, the Licensee Work in the possession or control of Licensee.

10. Miscellaneous Terms.
10.1Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to Getty Images, including by providing Getty Images with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Material is Reproduced. In addition, upon reasonable notice, Getty Images 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 Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Getty Images 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 Getty Images the amount of such underpayment, Licensee shall also reimburse Getty Images for the costs of conducting such audit. Where Getty Images reasonably believes that Licensed Material is being used by more than the authorised number of Users, or that Licensed Material is being used outside of the scope of the licence granted under this Agreement, Licensee shall, at Getty Images' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Getty Images.
10.2Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Getty Images, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorised third-party access to the Licensed Material.
10.3Withdrawal. Upon notice from Getty Images, or upon Licensee's knowledge that any Licensed Material may be subject to a claim of infringement of another's right for which Getty Images may be liable, Getty Images may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Getty Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Getty Images in its reasonable commercial judgement) free of charge, but subject to the other terms and conditions of this Agreement.
10.4Governing Law/Arbitration. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") or of the International Centre for Dispute Resolution ("ICDR") in effect on the date of the commencement of arbitration (the applicable rules to be at Licensee’s discretion) to be held in one of the following jurisdictions (whichever is closest to Licensee): Seattle, Washington; New York, New York; Los Angeles, California; London, England; Paris, France; Frankfurt, Germany; Tokyo, Japan; or Singapore. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgement may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defence on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Getty Images shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Getty Images, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
10.5Severability. 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. Such provisions shall be revised only to the extent necessary to make them enforceable.
10.6Waiver. No action of either party, 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 exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
10.7Entire Agreement. This Agreement is intended for business customers of Getty Images and contains all the terms of the licence agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties or issued electronically by Getty Images and accepted in writing by an authorised representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.
10.8Taxes. All Licence Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).
10.9Getty Images Licensing Company. The licensing entity under this Agreement shall be determined by the billing address of the Licensee or, if any, Purchaser, as follows:

LICENSEE/PURCHASER LOCATION:GETTY IMAGES LICENSER (and LOCATION):
United StatesGetty Images (US), Inc. (United States)
SpainGetty Images Sales Spain SL (Spain)
PortugalGetty Images Sales Portugal, Unipessoal, Lda. (Portugal)
AustraliaGetty Images Sales Australia Pty Limited (Australia)
New ZealandGetty Images Sales New Zealand Limited (New Zealand)
MalaysiaGetty Images Malaysia Sdn Bhd (formerly VPA Photolibrary.com Sdn Bhd) (Malaysia)
ThailandGetty Images (Thailand) Limited (Thailand)
PhilippinesGetty Images Pte Limited, Philippines branch (Philippines)
Hong KongGetty Images Sales Hong Kong Limited (Hong Kong)
SingaporeGetty Images Sales Singapore Pte Limited (Singapore)
JapanGetty Images Sales Japan GK (Japan)
IndiaGetty Images Media India Pvt Limited (India)
United Arab Emirates, Bahrain, Jordan, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia, YemenGetty Images Middle East FZ LLC (UAE)
TurkeyGetty Images Turkey Medya Hizmetleri Ltd Şti. (Turkey)
All other countriesGetty Images International (Ireland)

©2013 Getty Images. All rights reserved.

Getty Images Comping File and Video Preview Licence Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND A SUBSIDIARY OF GETTY IMAGES, INC. ("GETTY IMAGES"). THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").

1. Grant of Licence. Getty Images grants to you, for a period of thirty (30) days, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to use the image and/or film preview file you have selected and any derivatives or copies (collectively, the "Licensed Material"), on your personal computer and, in the case of film, in any test, sample, comp or rough cut evaluation materials. The Licensed Material may only be used in materials for personal, noncommercial use and test or sample use, including comps and layouts.

2. Restrictions.
2.1The Licensed Material may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including, but not limited to, advertising and marketing materials or in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Licensed Material.
2.2One copy of the Licensed Material may be made for backup purposes only but may only be used if the original Licensed Material becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the Licensed Material may not be shared or copied for example by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licensed Material featuring a person is used (i) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (ii) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.

3. Rights-Managed Still Fee. For rights-managed still Licensed Material only, if at the end of 30 days you have not licensed the Licensed Material for end use in a final project, you will be invoiced a comp service fee in the amount of one hundred fifty dollars ($150) USD or such other local currency amount as Getty Images may apply from time to time. If, at any time within the 30-day comp licence period, you license such rights-managed still Licensed Material for end use in a final project and do not subsequently cancel the licence, the comp service fee will not be charged. Payment of the comp service fee relates solely to comping use during the 30-day comp licence period and does not entitle you to make any additional use of the Licensed Material either before or after expiry of the 30 days.

4. Film Access Fee. Upon download of any film Licensed Material, you will be invoiced a non-refundable access service fee of one hundred fifty dollars ($150) USD or such other local currency amount as Getty Images may apply from time to time.

5. Additional Rights Available. If you are unsure of your usage rights under this Agreement or wish to use the Licensed Material in a manner not permitted by this Agreement (for example: online or as part of an advertisement or product), please contact your local Getty Images office.

6. Warranty. Getty Images warrants the digital copy of the Licensed Material in the form downloaded by you to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Licensed Material. GETTY IMAGES MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states or jurisdictions do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state and jurisdiction to jurisdiction. NEITHER GETTY IMAGES NOR ANY OF ITS IMAGE PARTNERS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THIS LICENCE OR OTHERWISE.

7. General. All rights to the Licensed Material are owned by Getty Images and/or its image partners and are protected by United States copyright laws, international treaty provisions and other applicable laws. Getty Images and its image partners retain all rights not expressly granted by this Agreement. The licence contained in this Agreement will terminate automatically without notice from Getty Images upon expiry of the 30-day comp licence period or, if sooner, upon you failing to comply with any provision of this Agreement. Upon termination, you must immediately stop using the Licensed Material and either destroy any digital Licensed Material or return the Licensed Material and all copies to Getty Images.

GETTY IMAGES MUSIC LICENCE AGREEMENT


THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE AND A SUBSIDIARY OF GETTY IMAGES, INC. ("GETTY IMAGES"). THE AFFILIATE OF GETTY IMAGES IDENTIFIED IN SECTION 11.9 BELOW WILL BE THE PARTY ENTERING INTO THIS AGREEMENT ("GETTY IMAGES") WITH LICENSEE. THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENCE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

Last updated: February 2013

1. Definitions. The following terms have the stated meanings:
1.1 "Audio Products" means any product in any format or media now known or hereafter devised, embodying the Licensed Material alone, including, without limitation, compact discs (CDs), cassettes, phonograph records and digital downloads.
1.2 "Breach" means any breach of, or failure to comply with, any representation, warranty, covenant or agreement made or undertaken in this Agreement.
1.3 "Broadcast" means to cause or permit others to cause the performance, telecast, broadcast, transmission, streaming, exhibition or distribution of the Synchronised Licensed Material.
1.4 "Collection Societies" means any performing, mechanical, or other rights society (e.g., ASCAP, BMI, SESAC, SOCAN, SACEM, MCPS, PRS, PPL, GEMA, GVL, SGAE, AIE) that collects and administers royalty payments on behalf of music publishers, writers and performers.
1.5 "Copy" means to duplicate or otherwise make copies of the Work solely for the purpose of Broadcasting the Work.
1.6 "Edit" means use by Licensee of less than an entire Master, including the editing, looping, enhancing or modifying of the Master, provided that any such change (i) shall not alter the fundamental character of the portion of the Master being used, and (ii) shall not give rise to any ownership rights or claims, including copyright, on the part of Licensee in or to the resultant edited recording or composition.
1.7 "Licensed Material" means the sound recordings (the "Masters") and musical compositions, including lyrics, embodied on the Masters (the "Compositions") offered for licensing by Getty Images and selected for use by Licensee (such Masters and Compositions so selected, collectively the "Licensed Material"). Any reference in this Agreement to the Licensed Material shall be to each part of the Licensed Material and also to the Licensed Material as a whole.
1.8 "Licensee" means the person or entity purchasing a licence hereunder and, if specifically identified during the purchase process or set forth in the invoice, also means the person or entity on whose behalf the licence is purchased.
1.9 “Licensee Work" means the production or programme embodying the Synchronised Licensed Material.
1.10 "Media" means, unless otherwise stated in the Rights and Restrictions, any and all media, now known or hereafter devised.
1.11 "Purchaser" means an entity purchasing the licence hereunder on behalf of a third-party Licensee.
1.12 "Rights and Restrictions" means the information available to Licensee at the time of the Licensed Material selection, either: (i) accompanying the Licensed Material on any website where the Licensed Material is offered for licensing (including all areas of the purchase process); (ii) in any invoice or order receipt; and (iii) in any other written communication accompanying the Licensed Material. Such Rights and Restrictions may include, without limitation, a description of the Licensed Material, the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the licence of such Licensed Material (the “Licence Fee”). The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.
1.13 "Synchronise" means to couple and/or synchronise, arrange, record, re-record, transcribe, modify or edit the Licensed Material solely in timed relation with the intended use(s) specified in the Rights and Restrictions.
1.14 "Synchronised Licensed Material" means Licensed Material that has been coupled and/or synchronised, arranged, recorded, re-recorded, transcribed, modified or edited solely in timed relation with the intended use(s) specified in the Rights and Restrictions.


2. Licence Grant and Restrictions. Subject to the terms of this Agreement:
2.1 Getty Images grants to Licensee a non-exclusive, non-sublicensable and non-transferable right to use, Edit and Synchronise the Licensed Material and to Copy and Broadcast the Synchronised Licensed Material. This right may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the terms of this Agreement. As further described in Section 6, below, the rights granted herein may be subject to rights held by Collection Societies.
2.2 Use of the Licensed Material is strictly limited to the use, media, term of use, territory and any other restrictions specified in the Rights and Restrictions. Licensee may utilise the Licensed Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions, including as set forth in Section 2.1 above. Licensee may license and/or transfer ownership of any Licensee Work (but not any Licensed Material contained therein) as part of any distribution process as may be necessary or appropriate for the intended use specified in the Rights and Restrictions solely as part of the distribution process contemplated in the Rights and Restrictions in connection with the intended use specified therein.
2.3 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Getty Images does not warrant the accuracy of such information.
2.4 Licensee may use the Synchronised Licensed Material as part of the Licensee Work to advertise or promote the Licensee Work, provided that the Licensed Material is not separated from the original Licensee Work. Any use of Licensed Material apart from the Licensee Work requires a separate licence.
2.5 Nothing contained in this Agreement shall be deemed to grant Licensee the right to manufacture, distribute or sell Audio Products.
2.6 Nothing contained in this Agreement shall be deemed to grant Licensee the right to use any Licensed Material as the theme song for a programme or other production; any such use may only be made upon negotiation and payment to Getty Images of an additional fee.
2.7 Licensee shall not make the Licensed Material available in a manner intended to allow or invite a third party to download the Licensed Material alone or extract the Licensed Material from the Licensee Work.
2.8 Licensed Material shall not be incorporated into a logo, trademark or service mark, without obtaining the prior written consent of Getty Images.
2.9 Defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
2.10 Licensed Material shall not be used contrary to the Rights and Restrictions.
2.11 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorised to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 2.11 shall excuse Purchaser's obligation to make payment to Getty Images of the Licence Fee.
2.12 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that derives a substantial part of its artistic components from the Licensed Material.
2.13 If the Rights and Restrictions allow Copying or Broadcast of the Licensee Work on a website, Licensee shall post terms and conditions on its permitted websites that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
2.14 If the Rights and Restrictions include use on any social media platform or other third party website: (i) the Licensed Material may only be Copied or Broadcast thereon as part of a Licensee Work (not in stand-alone form); (ii) such rights shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement; and (iii) in such event, upon Getty Images’ request, Licensee shall remove any Licensed Material from such platform or website.


3. Music Credit. If Licensed Material is used in an audio/visual production where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such credit(s), substantially in the following form: "[Artist's Name]/[Special Collection Reference, if any]/Getty Images" or as otherwise notified by Getty Images.

4. Collection Society Payments.
4.1 Notwithstanding Section 4.2., below, to the extent that Licensed Material consists of tracks or sound effects from Getty Images’ performance royalty-free collections such as Sound Express or Sound Effects by Getty Images (the "PRF Collections, this Licence Agreement shall be deemed to include the direct grant to Licensee of the right to publicly perform the Licensed Material in the Territory, and no fee which would otherwise become due and payable as a result of a public performance of the Licensed Material as contemplated by this Licence Agreement shall be due to Getty Images or its contributors, nor shall this Licence Agreement require Licensee to report usage of the Licensed Material to any Collection Societies. In furtherance of the foregoing, Getty Images has used reasonable efforts to ensure that it holds all rights from its PRF Collections necessary to issue direct licences, inclusive of all performing rights, mechanical or any other similar rights, without need for payment of further royalties to any Collection Society. However, in certain jurisdictions outside of the United States (for example, France and Spain), Licensee may be required to pay royalties to Collection Societies due to exploitation of the Licensed Material in that jurisdiction (regardless of whether any contributor of the Licensed Material is a member of the applicable societies). Licensee must determine if such requirements exist in the applicable jurisdiction and is solely responsible for any such fees.
4.2 Except as set forth above in Section 4.1 with respect to its PRF Collections, nothing contained herein shall be deemed to constitute a waiver of any fee which, as a result of the use of the Licensed Material contemplated by this Agreement, shall become due and payable to the relevant Collection Society or pursuant to union or collective bargaining requirements. Licensee agrees to submit, and to instruct any third party acquiring rights to the Work to submit, to all relevant Collection Societies, in any part of the Territory in which the Work is to be Broadcast or reproduced, such filings, including so-called "cue sheets" and further agrees to take such actions as are necessary, in keeping with common industry practice, to enable such Collection Societies to monitor and administer those performing and mechanical rights fees payable to the copyright owners of the Licensed Material embodied in the Work.


5. Warranty and Limitation of Liability.
5.1 Getty Images warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; and (iii) Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe upon the rights of any third party, including copyrights and rights of privacy or publicity.
5.2GETTY IMAGES DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GETTY IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. GETTY IMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.


6. Indemnification.
6.1 Providing Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 5.1(ii)-(iii) above, Getty Images shall, subject to the terms of Section 5.2 above and Section 6.3 below, 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 attorneys' fees) arising out of or as a result of claims by third parties (“Claims”) relating to any actual or alleged breach by Getty Images of its warranties set forth in Section 5.1(ii)-(iii) above. Getty Images shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Licensee’s modification of the Licensed Material, where the Claim would not have arisen but for the modification made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Work, where the Claim would not have arisen but for such context; (iii) Licensee’s failure to comply with the terms of this Agreement; or (iv) Licensee’s continued use of Licensed Material following notice from Getty Images, or upon Licensee’s knowledge, that Licensed Material is subject to a claim of infringement of another’s right. The foregoing states Getty Images' entire indemnification obligation under this Agreement.
6.2 Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Getty Images 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 attorneys' fees) arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; or (ii) any other actual or alleged breach by Licensee of this Agreement.
6.3 The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall co-operate in the defence of any such claim or litigation as may reasonably be 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.


7. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Copying. Without prejudice to Section 5.1(i) above, Getty Images shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Copying.

8. Licence Cancellation Fee. If Licensee or Purchaser requests in writing to cancel this Agreement within 30 days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, Getty Images may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card as follows: (i) an amount up to 100% of the Licence 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 Licence 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 (or local currency variation) will be charged. No credits are available for any cancellation request received after 30 days from receipt of Licensed Material. Nothing in this Section 8 shall apply to research, lab, service, or subscription fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.

9. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Getty Images electronically via the email address associated with Licensee’s and/or Purchaser’s Getty Images account. If Licensee fails to pay Getty Images' invoice in full within the time specified on the invoice, Getty Images may add 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 received.

10. Reservation of Rights. All rights which are not expressly granted by Getty Images to Licensee pursuant to this Agreement, including all promotional materials or any other property owned or controlled by Getty Images (including, without limitation, the PumpBox and the Soundtrack music licensing system) are specifically reserved by Getty Images. Except as expressly set forth in this Agreement, nothing contained herein shall be deemed to convey or transfer to Licensee any ownership interest, including copyright, in or to the Licensed Material. Each PumpBox or Soundtrack system, along with any connection cable or other peripherals provided hereunder, provided to Licensee is the property of Getty Images and is returnable on demand. No use of information and proprietary material contained within the PumpBox or Sountrack system, including the metadata, sound recordings, sound effects and musical compositions, may be made except in compliance with this Agreement.

11. Miscellaneous Terms.
11.1Unauthorised Use and Termination.. Any use of Licensed Material in a manner not expressly authorised by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Getty Images to exercise all rights and remedies available to it under copyright laws around the world. In addition, and without prejudice to Getty Images' other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Getty Images' standard licence fee for the unauthorised use of the Licensed Material. Getty Images reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorised use from Getty Images relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the Licence Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Getty Images, return to Getty Images the Licensed Material and, in the case of termination by Getty Images for cause, the Licensee Work in the possession or control of Licensee.
11.2Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Copies or Licensee Works containing Licensed Material to Getty Images, including by providing Getty Images with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Material is Copied or Broadcast. In addition, upon reasonable notice, Getty Images 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 Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Getty Images 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 Getty Images the amount of such underpayment, Licensee shall also reimburse Getty Images for the costs of conducting such audit. Where Getty Images reasonably believes that Licensed Material is being used outside the scope of the licence granted under this Agreement, Licensee shall, at Getty Images' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Getty Images.
11.3Withdrawal. Upon notice from Getty Images, or upon Licensee's knowledge, that any Licensed Material may be subject to a claim of another’s right for which Getty Images may be liable, Getty Images may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic and physical); and (iii) ensure that its clients do likewise. Getty Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Getty Images in its reasonable commercial judgement), free of charge, but subject to the other terms and conditions of this Agreement.
11.4Governing Law/Arbitration. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") or of the International Centre for Dispute Resolution ("ICDR") in effect on the date of the commencement of the arbitration (the applicable rules to be at Licensee’s discretion), to be held in one of the following jurisdictions (whichever is closest to Licensee): Seattle, Washington; New York, New York; Los Angeles, California; London, England; Paris, France; Frankfurt, Germany; Tokyo, Japan or Singapore. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgement may be entered on the arbitration award and enforced by any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defence on which it prevails, and any opposing costs awards shall be offset. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Getty Images shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Getty Images, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitations, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
11.5Severability. If one or more of the provisions contained in this 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. Such provisions shall be revised only to the extent necessary to make them enforceable.
11.6Waiver. No action of either party, 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 exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
11.7Entire Agreement. This Agreement is intended for business customers of Getty Images and contains all the terms of the licence agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties or issued electronically by Getty Images and accepted in writing by an authorised representative of Licensee. In the event 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.
11.8Taxes. All Licence Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).
11.9Getty Images Licensing Company.. The licensing entity under this Agreement shall be determined by the billing address of the Licensee or, if any, Purchaser, as follows:


LICENSEE/PURCHASER LOCATION:GETTY IMAGES LICENSER (and LOCATION):
United StatesGetty Images (US), Inc. (United States)
SpainGetty Images Sales Spain SL (Spain)
PortugalGetty Images Sales Portugal, Unipessoal, Lda. (Portugal)
AustraliaGetty Images Sales Australia Pty Limited (Australia)
New ZealandGetty Images Sales New Zealand Limited (New Zealand)
MalaysiaGetty Images Malaysia Sdn Bhd (formerly VPA Photolibrary.com Sdn Bhd) (Malaysia)
ThailandGetty Images (Thailand) Limited (Thailand)
PhilippinesGetty Images Pte Limited, Philippines branch (Philippines)
Hong KongGetty Images Sales Hong Kong Limited (Hong Kong)
SingaporeGetty Images Sales Singapore Pte Limited (Singapore)
JapanGetty Images Sales Japan GK (Japan)
IndiaGetty Images Media India Pvt Ltd (India)
United Arab Emirates, Bahrain, Jordan, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia, YemenGetty Images Middle East FZ LLC (UAE)
TurkeyGetty Images Turkey Medya Hizmetleri Ltd Şti. (Turkey)
All other countriesGetty Images International (Ireland)

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