GETTY IMAGES CONTENT LICENCE AGREEMENT

LAST UPDATED: August 2016

This is a licence agreement between you and Getty Images that explains how you can use photos, illustrations, vectors and video clips (individually and collectively, “content”) that you license from Getty Images. By downloading content from Getty Images, you accept the terms of this agreement.

  1. What types of licences does Getty Images offer? Getty Images offers three types of licence models: royalty-free (“RF”), rights-ready (“RR”) and rights-managed (“RM”). Royalty-free does not mean there is no cost for the licence. Instead, royalty-free means that the licence fee is paid once and there is no need to pay additional royalties if the content is reused. Royalty-free content is licensed for unlimited, perpetual use, and pricing is based on the file size. Rights-managed and rights-ready content is licensed for specific types of use, and pricing is based on factors such as size, placement, duration of use, and geographic distribution.

    Comp licence: You are welcome to use content from the Getty Images site on a complimentary basis for test or sample (composite or comp) use only, for up to 30 days following download. However, unless a licence is purchased, content cannot be used in any final materials or any publicly available materials. No other rights or warranties are granted for comp use.

  2. How can I use licensed content? You may use licensed content in any way consistent with the rights granted below and not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by Getty Images are:

    Royalty-Free
    Rights-Managed/Rights-Ready
    Perpetual, meaning there is no expiry or end date on your rights to use the content. Worldwide, meaning content can be used in any geographic territory. Unlimited, meaning content can be used an unlimited number of times. Any and all media, meaning content can be used in print, in digital or in any other medium or format. Non-Exclusive, meaning that you do not have exclusive rights to use the content. Getty Images can license the same content to other customers. If you would like exclusive rights to use royalty-free content, please contact Getty Images to discuss a buy-out.
    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 Getty Images 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. Getty Images can license the same content to other customers. Exclusive licences may be available for rights-managed content upon payment of an additional licence fee. Please contact Getty Images if you are interested in licensing content on an exclusive basis.

    For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronise, perform, display, broadcast, publish, or otherwise make use of. Please make sure you read the Restricted Uses section below for exceptions.

  3. Restricted Uses.

    1. 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.
    2. No Commercial Use of Editorial Content. Unless additional rights are specified on the Getty Images invoice or sales order, or granted pursuant to a separate licence 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.
    3. 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.
    4. 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).
    5. 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.
    6. 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.
    7. Collection Specific Restrictions. If you are licensing content from the following collections, please click here for additional restrictions: Digital Globe; BBC Motion Gallery; NBA.

    8. Restricted Uses - unless additional licence purchased. The following are prohibited without the prior written consent of Getty Images and payment of an additional licence fee:

    9. No “On Demand” Products. Unless you purchase a customised licence, you may not use content in connection with "on demand" products (e.g., products in which a licensed image 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 (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com and cafepress.com).
    10. No Electronic Templates. Unless you purchase a custom licence, you may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, and brochure design templates).
    11. No Use in Trademark or Logo. Unless you purchase a custom licence, you may not use content as part of a trademark, design mark, tradename, business name, service mark, or logo.
  4. Who, besides me, can use the licensed content? The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else. There are two exceptions:

    • Employer or client. If you are purchasing on behalf of your employer or client, then your employer or client can use the content. In that case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this agreement. If you do not have that authority, then your employer or client may not use the content. The rights purchased may only belong to you or your employer/client, depending on who is named as the “Licensee” at the time of purchase. In other words, if you purchase a royalty-free image, only one of you (and not both) may reuse that image for multiple projects.
      • Seat/User Restrictions for RF Content. Please note that seat/user restrictions apply for royalty-free content. You may store licensed royalty-free content in a digital library, network configuration or similar arrangement to allow the licensed royalty-free content to be viewed by your employees and clients, so long as there are no more than 10 users total at any given time. If you require content be available to more than 10 users, please contact Getty Images to purchase additional seat licences.
      • No Seat/User Restrictions for UltraPacks. If you purchase an UltraPack, seat licence restrictions do not apply and an unlimited number of users within the same organisation may use licensed content.
    • Subcontractors. You may allow subcontractors (for example, your printer or mailing house) or distributors to use content in any production or distribution process related to your final project or end use. These subcontractors and distributors must agree to be bound by the terms of this agreement and may not use the content for any other purpose.
  5. User Accounts. You will be responsible for tracking all activity for each user account, and you agree to: (a) maintain the security of all passwords and usernames; (b) notify Getty Images immediately of any unauthorised use or other breach of security; and (c) accept all responsibility for activity that occurs under each user account. Getty Images reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Getty Images determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and seek further legal remedies.

  6. Intellectual Property Rights.

    • Who owns the content? All the licensed content is owned by either Getty Images or its content suppliers. All rights not expressly granted in this agreement are reserved by Getty Images 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.
      • Do I need to include a photo credit? 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]/Getty Images”
      • Do I need to include a video credit? If licensed content is used in an audio/visual production where credits are accorded to other providers of licensed material, you must include the following credit in comparable size and placement: “[Video] [Imagery] supplied by [Artist Name]/[Collection Name]/Getty Images”
    • Can I use the Getty Images name or logo, or the name and logos of its content suppliers? You may use the name of Getty Images 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.
  7. Termination/Cancellation/Withdrawal.

    1. Termination. Getty Images may terminate this agreement at any time if you breach any of the terms of this or any other agreement with Getty Images, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Getty Images 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 Getty Images’ request, you agree to remove any content from such platform or website.
    2. Refunds/Cancellation. All requests for refunds/cancellations must be made in writing or using the cancellation function on the Getty Images’ website. Provided that the request is made within 7 days and the licensed content has not been used, Getty Images 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.
    3. Content Withdrawal. Getty Images may discontinue licensing any item of content at any time in its sole discretion. On notice from Getty Images, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which Getty Images may be liable, Getty Images 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. Getty Images will provide you with replacement content (determined by Getty Images in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
  8. Representations and Warranties. Getty Images makes the following representations and warranties:

    1. Warranty of Non-Infringement. For all licensed content (excluding content marked “access only”), Getty Images warrants that your use of such content in accordance with this agreement and in the form delivered by Getty Images (that is, excluding any modifications, overlays or refocusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.
    2. Additional Warranties for Certain Content.
      • RF: For licensed royalty-free content (excluding content marked “editorial”), Getty Images warrants that your use of such content in accordance with this agreement and in the form delivered by Getty Images (that is, excluding any modifications, overlays or refocusing 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.
      • RM/RR: For licensed rights-managed and rights-ready content where Getty Images specifically notifies you that a model and/or property release has been obtained, Getty Images warrants that your use of such content in accordance with this agreement and in the form delivered by Getty Images (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.
    3. Warranty Disclaimer. Unless specifically warranted above, Getty Images 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.
    4. Caption/Metadata Disclaimer. While Getty Images has made reasonable efforts to correctly categorize, keyword, caption and title the content, Getty Images does not warrant the accuracy of such information, or of any metadata provided with the content.
    5. 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. Getty Images 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.
  9. Indemnification/Limitation of Liability.

    1. Indemnification of Getty Images by you. You agree to defend, indemnify and hold harmless Getty Images 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 Getty Images; and (iii) your failure to obtain any required release for your use of content.
    2. Indemnification of you by Getty Images. Provided that you are not in breach of this or any other agreement with Getty Images, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 8 above, Getty Images 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 Getty Images 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 Getty Images, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.
    3. 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 defence 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.
    4. Limitation of Liability. GETTY IMAGES 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 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.
  10. General Provisions.

    1. Assignment. This agreement is personal to you and is not assignable by you without Getty Images’ prior written consent. Getty Images 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.
    2. Audit. Upon reasonable notice, you agree to provide to Getty Images sample copies of projects or end uses that contain licensed content, including by providing Getty Images with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, Getty Images may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to Getty Images of five per cent (5%) or more of the amount you should have paid, then in addition to paying Getty Images the amount of the underpayment and any other remedies to which Getty Images is entitled, you also agree to reimburse Getty Images for the costs of conducting the audit.
    3. Electronic storage. You agree to retain the copyright symbol, the name of Getty Images, 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.
    4. Governing Law/Arbitration. This agreement will be governed 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 shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (“JAMS”) 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 your discretion) to be held in one of the following jurisdictions (whichever is closest to you): Seattle, Washington; New York, New York; Chicago, Illinois; Los Angeles, California; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; 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 judgment 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 defense 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 you in the event that, in the opinion of Getty Images, such action is necessary or desirable to protect its intellectual property rights. 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.
    5. 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.
    6. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
    7. 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 Getty Images 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.
    8. Notice. All notices required to be sent to Getty Images under this agreement should be sent via email to legalnotice@gettyimages.com. All notices to you will be sent via email to the email set out in your account.
    9. 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 licence granted to you, or of your use of the licensed content.
    10. Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, Getty Images may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
    11. Licensing Entity. The Getty Images licensing entity under this agreement is determined based on your billing address in accordance with the chart found here.

GETTY IMAGES MUSIC LICENCE AGREEMENT

Last updated: June 2014

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 12.9 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.

 

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 or only with other music, 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 or similar remuneration 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, programme or other project 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 license 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 "RF Licensed Material" means any and all Licensed Material from SoundExpress, Sound Effects by Getty Images or any other royalty-free (or RF) music collection(s) specified as such in the Rights and Restrictions. “RM Licensed Material” means any and all Licensed Material that is not RF Licensed Material.
1.14 “"Synchronise" means to couple and/or synchronise, arrange, record, re-record, transcribe, modify or edit the Licensed Material solely in timed relation with a permitted use.
1.15 "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 a permitted use.


2. Licence Grants. Subject to the terms of this Agreement:
2.1 RF Licensed Material. Getty Images grants to Licensee a direct, perpetual, worldwide, non-exclusive, non-sublicensable and non-transferable right, inclusive of mechanical and performing rights (subject only to Section 6.2 below), to use, Edit and Synchronise the RF Licensed Material identified in the invoice, and to Copy and Broadcast the Synchronised RF Licensed Material in the Media, an unlimited number of times, for all purposes other than those explicitly prohibited in Section 3 below.
2.2 RM Licensed Material. Getty Images grants to Licensee a non-exclusive, non-sublicensable and non-transferable right to use, Edit and Synchronise the RM Licensed Material identified in the invoice, and to Copy and Broadcast the Synchronised RM Licensed Material, in the Media, strictly in accordance with the use, media, term of use, territory and any other restrictions specified in the Rights and Restrictions and in Section 3 below. Licensee may utilise the Licensed Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions. Licensee may use the Synchronised RM Licensed Material as part of the Licensee Work (i.e., in-context only) to advertise or promote the Licensee Work, provided that the RM Licensed Material is not separated from the original Licensee Work. Any use of RM Licensed Material apart from the Licensee Work requires a separate licence. As further described in Section 5 below, the rights granted herein may be subject to rights held by Collection Societies.
2.3 The above licence rights 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. 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 such process.


3. Licence Restrictions.
3.1 Licensee may not: (i) make the Licensed Material available, or sell, license or distribute the Licensee Work, in a way that is intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file; (ii) include the Licensed Material in an electronic template intended to be Copied by third parties, including, without limitation, in a product or service that enables an end user to create soundtracks, in a system that resells products that include the Licensed Material, or in any "build-it-yourself" media tools; or (iii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license 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, electronic greeting cards, voicemail greetings, ring tones, multi-media albums or presentations, or similar items.
3.2 Nothing contained in this Agreement shall be deemed to grant Licensee the right to manufacture, distribute or sell Audio Products.
3.3 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 or to use the title or lyrics of any Licensed Material separately from the Licensed Material; any such use may only be made upon negotiation and payment to Getty Images of an additional fee.
3.4 Licensed Material shall not be incorporated into a logo, trademark or service mark without obtaining the prior written consent of Getty Images.
3.5 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.
3.6 Licensed Material shall not be used contrary to the Rights and Restrictions.
3.7 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 3.7 shall excuse Purchaser's obligation to make payment to Getty Images of the Licence Fee.
3.8 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.
3.9 In connection with any permitted Copying or Broadcast of a Licensee Work on a website(s), Licensee shall post terms and conditions on such website(s) that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
3.10 In connection with any permitted use on any social media platform or other third-party website, Licensee's rights to such permitted uses 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 in such event, upon Getty Images' request, Licensee shall remove any Licensed Material from such platform or website.


4. 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.

5. Collection Society Payments. Except as set forth below in Section 6.2 with respect to RF Licensed Material, 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 Societies. In connection with use of RM Licensed Material, Licensee agrees to submit, and to instruct any third party acquiring rights to the Licensee Work to submit, to all relevant Collection Societies, in any part of the territory in which the Licensee 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 Licensee Work. Cue sheets and similar filings submitted to Collection Societies must contain complete and accurate information, including the correct Getty Images-specific title generated by the Getty Images Music Cue Sheet Tool available at http://cuesheet.pumpaudio.com (or successor URL).

6. Warranty and Limitation of Liability.
6.1 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; (iii) the Licensed Material was not recorded under the jurisdiction of a union or collective bargaining agreement; and (iv) 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. Whilst 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.
6.2 Notwithstanding Section 5 above, solely with respect to RF Licensed Material, this Agreement shall be deemed to include the direct grant to Licensee of the right to Copy and publicly perform the RF Licensed Material in the territory, and no fee which would otherwise become due and payable as a result of the Copying or public performance of the RF Licensed Material as contemplated by this Agreement shall be due to Getty Images or its contributors, nor shall this Agreement require Licensee to report usage of the RF Licensed Material to any Collection Societies. In furtherance of the foregoing, Getty Images represents and warrants that it holds all rights in RF Licensed Material necessary to issue direct licences, inclusive of all performing, mechanical or any other similar rights, without need for payment of further royalties to any Collection Society. The foregoing warranty does not extend to: (a) charges assessed on Licensee (or a Broadcaster of a Licensee Work) pursuant to the terms of a blanket licence or other written agreement between Licensee (or such Broadcaster) and a Collection Society; (b) fees to the extent arising from Licensee's use of other musical content together with RF Licensed Material; or (c) fees, levies or other remuneration, the collection of which is exclusively delegated to a Collection Society by local statute, irrespective of the membership of, or any contractual mandate from, any of the writers, composers, performers or other rights holders in the RF Licensed Material.
6.3 GETTY 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.


7. Indemnification.
7.1 Provided 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 6.1(ii)-(iv) and 6.2 above, Getty Images shall, subject to the terms of Section 6.3 above and Section 7.3 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 6.1(ii)-(iv) or 6.2 above. Getty Images shall have no obligation under this Section 7.1 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; (iv) fees or charges assessed on Licensee (or a Broadcaster of a Licensee Work) pursuant to the terms of a union or collective bargaining agreement to which Licensee (or such Broadcaster) is a signatory, unless such fees or charges result from breach of Getty Images' representation in Section 6.1(iii) above; or (v) 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.
7.2 Licensee shall, subject to the terms of Section 7.3 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; or (ii) any other actual or alleged breach by Licensee of this Agreement.
7.3 The party seeking indemnification pursuant to this Section 7 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.


8. 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 6.1(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.

9. 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 9 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.

10. 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.

11. 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, any production hard drive or other music licensing system provided by Getty Images) 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 hard drive or other 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 a hard drive or other system, including the metadata, sound recordings, sound effects and musical compositions, may be made except in compliance with this Agreement.

12. Miscellaneous Terms.
12.1 Unauthorised 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.
12.2 Audit/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.
12.3 Withdrawal. 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.
12.4 Governing 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 JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") 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. This paragraph shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction.
12.5 Severability. 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.
12.6 Waiver. 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.
12.7 Entire 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.
12.8 Taxes. 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).
12.9 Getty 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 States Getty Images (US), Inc. (United States)  
  Spain Getty Images Sales Spain SL (Spain)  
  Portugal Getty Images Sales Portugal, Unipessoal, Lda. (Portugal)  
  Australia Getty Images Sales Australia Pty Limited (Australia)  
  New Zealand Getty Images Sales New Zealand Limited (New Zealand)  
  Malaysia Getty Images Malaysia Sdn Bhd (Malaysia)  
  Thailand Getty Images Digital (Thailand) Ltd (Thailand)  
  Philippines Getty Images Pte Limited, Philippines branch (Philippines)  
  Hong Kong Getty Images Sales Hong Kong Limited (Hong Kong)  
  Singapore Getty Images Sales Singapore Pte Limited (Singapore)  
  Japan Getty Images Sales Japan GK (Japan)  
  India Getty Images Media India Pvt Ltd (India)  
  United Arab Emirates, Bahrain, Jordan, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia, Yemen Getty Images Middle East FZ LLC (UAE)  
  Turkey Getty Images Turkey Medya Hizmetleri Ltd Sti (Turkey)  
  All other countries Getty Images International (Ireland)