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INSIGHT PHOTOGRAPHY END USER LICENSE AGREEMENT

 
Insight Terms and Conditions of License   (except as expressly and specifically modified, if at all, by the Special Provisions paragraph of this Agreement)
 
   1. AGREEMENT TO TERMS: Licensor shall deliver to Licensee the Licensed Content subject to the terms and conditions contained herein. Licensor grants Licensee the right to use the Licensed Content only as specified. The following actions by Licensee shall indicate Licensee’s acceptance of the terms and conditions of this Agreement: (a) acceptance of the Licensed Content; (b) payment under this Agreement; and/or (c) signature of this Agreement. Licensee agrees that any agreement (including, e.g., Invoices, Contracts) entered into by Licensee and Licensor for Licensee’s use of the Licensed Content shall be subject to the terms and conditions set forth herein. Client agrees to the terms and conditions set forth for third party collections that Insight represents. Client agrees to have read and accepted third party terms and conditions wherever applicable. All terms and conditions for all third party licenses are listed by collection on the Insight website. Copies of terms and conditions will be provided electronically upon written request from the client.
   2. GRANT OF LIMITED LICENSE: Upon receipt of an executed Agreement and payment, Licensee shall be granted a non-exclusive, non-transferable license to use the Licensed Content subject to the terms and conditions contained herein. All Licensed Content licensed hereunder is delivered with the express limitation, acknowledged and agreed to by Licensee, that Licensor represents and warrants only (1) Licensor’s title in the Licensed Content; (2) that use of the Licensed Content (as specified herein only) shall not infringe on any copyright; and (3) Licensor’s authority to license the Licensed Content as provided herein. The grant of all rights hereunder is conditional upon payment of licensing fees and all other sums required including without limitation labor, shipping, technical and lab costs. Use of any Licensed Content prior to receipt of such payments or in an unauthorized manner constitutes copyright infringement and shall entitle Licensor to exercise all rights and remedies under applicable copyright law. The foregoing is not a limiting statement of Licensor’s rights or remedies in connection with any unauthorized use.
   3. LIMITATION OF RIGHTS GRANTED: The limited license granted hereunder is expressly limited to the Usage Category, Usage Type, Term, Number of Copies, Size, Placement, and the rights and conditions specified herein. Any and all additional uses of the Licensed Content, including without limitation, additional versions, markets, languages, or other changes are subject to the prior written approval of Licensor and, if approved, shall result in additional charges. All Licensed Content is licensed by the “image” unless specifically noted. Any duplicate usage of the Licensed Content, may be subject to minimums based upon the agreed original rate.
   4. OWNERSHIP OF LICENSED CONTENT: The Licensed Content and all modified versions thereof, and all copyrights in same, remain the property of Licensor or other rights owner(s), if any.
   5. PROTECTION OF LICENSED CONTENT AND COPYRIGHT: If the Media includes the Internet, or any other online or interactive media, Licensee shall encode or otherwise protect the Licensed Content to ensure that the Licensed Content cannot be copied and otherwise remains in the linear Production for which it was licensed and cannot be searched by shot and downloaded in broadcast or substantially comparable quality. Licensee warrants that appropriate copyright notices are provided in the Production incorporating the Licensed Content so as to ensure that the copyrights of the Licensed Content, are not lost, or in any way damaged or impaired. Licensee’s failure to provide such copyright notice(s) shall void the rights granted Licensee pursuant to this Agreement.
  6. RELEASES/CLEARANCES: Unless expressly stated to the contrary in the Special Provisions paragraph of this Agreement, the license granted hereunder does not include any underlying rights in the Licensed Content, including without limitation, trademark and/or third party property rights, moral rights, and/or the privacy and/or publicity rights of any individuals depicted therein. Licensee is solely responsible for obtaining any and all releases and clearances as may be required, including without limitation for any individual, trademark, and property appearing in the Licensed Content, and permission from any representative guild, union, professional organization, or other authorized representative. Licensee shall provide Licensor with proof of such releases and clearances upon request.
   7. INDEMNIFICATION: Licensor shall defend, indemnify and hold harmless Licensee, and its officers, agents, employees, successors and assigns, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneys’ fees and costs), arising from or related to Licensor’s breach of its representations and warranties hereunder. Licensee is solely responsible for the content of the Productions in which the Licensed Content is used. Licensee shall defend, indemnify and hold harmless Licensor, its affiliates and their respective officers, agents, employees, successors and assigns, and any other holder(s) of rights in the Licensed Content and the images depicted therein, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneys’ fees and costs), arising from or related to Licensee’s breach of any of this Agreement (including without limitation Licensee’s failure to obtain releases or clearances), the Production, and/or Licensee’s use of the Licensed Content beyond the scope of this Agreement.
  8. LIMITATION OF LIABILITY: Except for any liability which cannot by law be excluded or limited, neither Licensor nor its affiliates nor the holder(s) of rights in the Licensed Content shall be liable to Licensee or any other third party claiming through it for direct, indirect, incidental, special or consequential damages arising out of, or relating to the use of the Licensed Content, whether framed as a breach of warranty of merchantability or fitness for a particular purpose, in tort, contract, or otherwise. In addition, Licensor does not guarantee the performance of any vendor/third-party (e.g. courier and/or messenger service(s), lab(s)) relied upon by Licensor and/or Licensee for delivery of the Licensed Content. No failure on the part of any vendor/third-party shall be deemed a breach of this Agreement by Licensor. In no event shall Licensor or its affiliates liability arising from usage of the Licensed Content provided hereunder exceed the Total License Fees, excluding other charges, for such Licensed Content, which Licensee acknowledges to be fair and reasonable.
  9. MISCELLANEOUS: The parties hereto acknowledge that they have read this Agreement and understand it, and they agree to be bound by all of its terms and conditions. This Agreement contains the entire agreement between the parties and supersedes all prior understandings and/or agreements, whether written or oral. The terms and conditions of this Agreement may not be waived, changed, or modified except by a writing signed by all parties hereto. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute or be deemed a continuing waiver. No failure of either party hereto to insist upon the other party’s strict compliance with any obligation, covenant, agreement, or condition contained in this Agreement shall operate as a waiver of, or estoppel with respect to any subsequent or other failure in compliance. The headings herein are for the convenience of the parties and shall not be deemed to limit or affect any of the provisions of this Agreement. This Agreement shall inure to the benefit of and be binding on the parties, their successors and assigns, except that Licensee may not assign or transfer this Agreement without Licensor’s prior written consent
  10. Any and all DISPUTES, with the exception of copyright claims, arising out of, under or in connection with this agreement, including without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Vancouver, British Columbia, by not more than one arbitrator. Equitable relief otherwise available from a court, including but not limited to injunction, may be granted by the arbitrator to either party prior to the a final award. Judgment upon any award or relief rendered may be entered in the highest court of the forum, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the Province of British Columbia. If recipient of this contract is an agent for or an employee of a non-Canadian company but operates in a place of business in Canada, said recipient expressly agrees that any dispute regarding this contract shall be adjudicated within Canada in the manner described here. Copyright claims, including claims supplemental thereto, may be brought in the court having jurisdiction. If Insight is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by recipient or user herein.
 11. PAYMENT/INTEREST/TAXES: Invoices are processed and delivered electronically. Should the Licensee be registered as a “corporate account” client, payment is due within 30 days of the Invoice date, or prior to use of the Licensed Content whichever is first (regardless of whether Licensee has received payment from its client if any). Licensee shall be charged, and agrees to pay, the maximum interest rate allowed by law on all balances remaining unpaid after 30 days from such date. Delivery of the Licensed Content constitutes the grant of limited license as set forth herein and requires payment regardless of usage by Licensee. Licensee is responsible for the payment of all sales and use tax, when applicable.
  12. LICENSE CANCELLATION – RIGHTS MANAGED. If Licensee or Purchaser requests in writing to cancel this Agreement within of the date of receipt by Licensee or Purchaser, and such Licensed Material has not been used or reproduced in any way by Licensee, Insight may terminate the License Agreement, at its sole discretion, and issue a refund or credit to the licensee or Purchaser, provided that the notice is provided within 10 days of receiving the Reproduction Rights Agreement. No refunds are permitted after 10 days. No refunds are permitted for any research, lab, service fees, shipping and handling or other administration fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.