END USER LICENSE AGREEMENT
This is a legal agreement, hereafter referred to as License, between you, the User/Purchaser (hereinafter referred to as 'you') and New Africa Photo Ltd.
This License outlines how you can use Content such as photos, illustrations, vectors and video on the site (http://www.africanstockphoto.com) and other related interactive platforms.
By purchasing and/or downloading content from http://www.africanstockphoto.com you accept the terms of this Agreement.
TYPES OF LICENSES
The Content on the Site is subject to two types of Licenses:
Royalty Free License Rights-Managed License
Each Content on the site is subject to either of these Licenses; and such Content will indicate which License type is applicable.
Royalty Free License
This License means that you only pay for the Content you download once, the content is not subject to additional payment of royalties if the Content is re-used by you.
Permission for use under this License is:
Perpetual, and therefore meaning there is no expiration or end date on your rights to use the content. Worldwide, and therefore can be used in any geographic territory. Unlimited, meaning content can be used an unlimited number of times.
Any and all media, therefore the content can be used in print, in digital or in any other medium or format. Non-Exclusive, you do not have exclusive rights to use the content, and http://www.africanstockphoto.com can sell the same image to other users.
2. Rights-Managed License This License only allows you as a Purchaser/User, to use Content on the Site for specific purposes therefore permission for use under this License is:
Limited to the specific use, medium, period of time, print run, placement, size of content, and territory selected, and any other restrictions that accompany the content on the http://www.africanstockphoto.com website (or any other method of content delivery) or in an order confirmation or invoice.
Non-Exclusive, meaning that you do not have exclusive rights to use the content. New Africa Photo Ltd can license the same content to other customers. Exclusive licenses may be available for rights-managed content upon payment of an additional license fee. Please contact us at firstname.lastname@example.org if you are interested in licensing content on an exclusive basis.
You may not use any Content on the site in the following ways:
- No Unlawful Use: You may not use content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations (including for sports content, any restrictions or credentials issued by a sports league or governing body) or industry codes.
- No Commercial Use of Editorial Content: Unless additional rights are specified on the New Africa Photo Ltd invoice or sales order, or granted pursuant to a separate license agreement, you may not use content marked “editorial” for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events or topics that are newsworthy or of general public interest.
- No Alteration of Editorial Content: Content marked “editorial” may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the content is not compromised, but you may not otherwise alter the content.
- No Standalone File Use: You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).
- No Sensitive Use Without Disclaimer: If you use content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model. For example, you could say: “Stock photo. Posed by model.” No disclaimer is required for content marked “editorial” that is used in a non-misleading editorial manner.
- No False Representation of Authorship: You may not falsely represent that you are the original creator of a work that is made up largely of licensed content. For instance, you cannot create artwork based solely on licensed content and claim that you are the author.
INTELLECTUAL PROPERTY RIGHTS
All of the licensed content is owned by either New Africa Photo Ltd or its content suppliers. All rights not expressly granted in this agreement are reserved by New Africa Photo Ltd and the content suppliers. You may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the licensed content.
Attribution: You do not need to include a photo credit for commercial use, but if you are using content for editorial purposes, you must include the following credit adjacent to the content or in production credits: “[Photographer Name]/[Collection Name]/http://www.africanstockphoto.com.
You may use the name of http://www.africanstockphoto.com, New Africa Photo Ltd and/or its content suppliers as necessary to give attribution, but you may not otherwise use their names, logos, or trademarks without prior written approval.
Termination: New Africa Photo Ltd may terminate this agreement at any time if you breach any of the terms of this or any other agreement with New Africa Photo Ltd, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to New Africa Photo Ltd in writing that you have complied with these requirements.
Social Media Termination: If you use the content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, the rights granted for such use shall immediately terminate, and in that event, upon New Africa Photo Ltd’ request, you agree to remove any content from such platform or website.
Refunds/Cancellation: All requests for refunds/cancellations must be made through http://www.africanstockphoto.com. Provided that the request is made within 7 days and the licensed content has not been used, New Africa Photo Ltd may cancel the relevant order and issue a full refund to your account or credit card. No credits or refunds are available for cancellation requests received more than 7 days from your receipt of content, or for research, lab, service or subscription fees, all of which are non-refundable. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.
Content Withdrawal: New Africa Photo Ltd may discontinue licensing any item of content at any time in its sole discretion. Upon notice from New Africa Photo Ltd, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which New Africa Photo Ltd may be liable, New Africa Photo Ltd may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. New Africa Photo Ltd will provide you with replacement content (determined by http://www.africanstockphoto.com in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
REPRESENTATIONS AND WARRANTIES
New Africa Photo Ltd makes the following representations and warranties:
1. Warranty of Non-Infringement: For all licensed content (excluding content marked “access only”), New Africa Photo Ltd warrants that your use of such content in accordance with this agreement and in the form delivered by New Africa Photo Ltd (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.
2. Additional Warranties for Certain Content:
A. Royalty Free: For licensed royalty-free content (excluding content marked “editorial”), New Africa Photo Ltd warrants that your use of such content in accordance with this agreement and in the form delivered by New Africa Photo Ltd (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any trademark or other intellectual property right, and will not violate any right of privacy or right of publicity.
B. Rights Managed: For licensed rights-managed and rights-ready content where New Africa Photo Ltd specifically notifies you that a model and/or property release has been obtained, New Africa Photo Ltd warrants that your use of such content in accordance with this agreement and in the form delivered by New Africa Photo Ltd (that is, excluding any modifications, overlays or re-focusing done by you) will not, where a property release has been obtained, infringe on any trademark or other intellectual property right and/or will not, where a model release has been obtained, violate any right of privacy or right of publicity.
- Warranty Disclaimer: Unless specifically warranted above, New Africa Photo Ltd does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as “editorial,” and 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. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.
- Caption/Metadata Disclaimer. While New Africa Photo Ltd has made reasonable efforts to correctly categorize, keyword, caption and title the content, New Africa Photo Ltd does not warrant the accuracy of such information, or of any metadata provided with the content.
- No Other Warranties: Except as provided in this section above, the content is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. New Africa Photo Ltd does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.
INDEMNIFICATION/LIMITATION OF LIABILITY
- Indemnification of New Africa Photo Ltd by you: You agree to defend, indemnify and hold harmless New Africa Photo Ltd and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with New Africa Photo Ltd; and (iii) your failure to obtain any required release for your use of content.
- Indemnification of you by New Africa Photo Ltd: Provided that you are not in breach of this or any other agreement with New Africa Photo Ltd, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 8 above, New Africa Photo Ltd agrees, subject to the terms of this Section 9, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by New Africa Photo Ltd of its warranties in Section 8 above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from New Africa Photo Ltd, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.
- The party seeking indemnification must promptly notify in writing the other party about the claim: The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The 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.
- Limitation of Liability. http://www.africanstockphoto.com will not be liable to you or any other person or entity for any lost profits, punitive, special, indirect, consequential, incidental or other similar damages, costs or losses arising out of this Agreement, even if New Africa Photo Ltd has been advised of the possibility of such damaged, costs or losses. Some jurisdictions do not permit the exclusion or limitation of implied warranties or liability.
- Assignment: This agreement is personal to you and is not assignable by you without New Africa Photo Ltd’ prior written consent. New Africa Photo Ltd may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
- Electronic storage: You agree to retain the copyright symbol, the name of http://www.africanstockphoto.com or New Africa Photo Ltd, the content’s identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties. You may make one (1) copy of the content for back-up purposes.
- Governing Law/Arbitration: This agreement will be governed by the laws of Kenya, without reference to its laws relating to conflicts of law.
- Severability: If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
- Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
- Entire Agreement: No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by New Africa Photo Ltd and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.
- Notice: All notices required to be sent to http://www.africanstockphoto.com under this agreement should be sent via email to email@example.com. All notices to you will be sent via email to the email set out in your account.
- Taxes: You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.