Northfoto Content Delivery and License Agreement. This Site is managed by Northfoto Bt., headquartered in Budapest, Hungary, and Northfoto S.R.L. headquartered in Bucharest, Romania, and trading under the name Northfoto. Please review the following terms and conditions concerning your access and use of all material and Images from the Northfoto web site ("Site") www.northfoto.com. These terms and conditions are a binding agreement between you and Northfoto. By accessing, using this Site and/or downloading any material, you agree to follow and be bound by these terms and conditions:
1. Downloading an image constitutes a purchase, You will be invoiced for each image downloaded at either the agreed upon price or, in case of an unreported download made in error, the maximum price as set by the copyright holder. If you choose not to be bound by this agreement and or do not accept this agreement, please refrain from entering this site.
2. All matters relating to your access to, or use of, this Site shall be governed by the laws of the Republic of Hungary and the European Union. If you are entering into this Agreement on your employer's behalf, this agreement applies to your employer and to you as your employer's representative.
3. License for Use of Images. Unless otherwise specified in a separate document signed by NORTHFOTO, your use of Images is non-transferable and limited to one-time reproduction in print or web site format, which shall constitute the full license granted. Additional restrictions may be contained in a separate agreement between NORTHFOTO and you that may contain limitations on your use, medium, time period, print run, placement, size of image, territory, and any other restrictions. This limited grant is conditioned upon (i) your meeting all conditions imposed in this Agreement, and (ii) NORTHFOTO'S receipt of full payment by you for such use at the amounts invoiced by NORTHFOTO. Failure to make full payment to NORTHFOTO when due shall void any license granted to you and all uses not fully paid shall constitute a violation of copyright laws and this Agreement. Any use of the Images not set forth in this Agreement shall require the prior written agreement of NORTHFOTO. NORTHFOTO reserves all rights to the Images, and you do not acquire any copyright, ownership or equivalent rights in or to any Image as a result of any license NORTHFOTO grants to you.
4. Use of Images. "Images" means all images and related informational materials in any medium furnished by NORTHFOTO hereunder, including related text, captions, or information. Your ability to access an Image does not in itself entitle you to use that Image. Downloading an Image shall constitute acceptance by you for payment for the limited license of the Image granted to You. All uses require payment according to the terms of NORTHFOTO'S invoice, and you are required to pay for all Images that you download, regardless of whether you use them. Unless specifically stated on a NORTHFOTO invoice, Images are licensed on a non-exclusive basis and are strictly limited to the use, medium, time period, print run, placement, size of image, territory, and any other restrictions indicated on this Site and/or in your NORTHFOTO invoice and may not be used for any other purpose. Prices for licensed use shall be determined solely by NORTHFOTO; if you are unsure as to the price for, or any other term or condition applicable to, your intended use, you must contact NORTHFOTO prior to downloading an Image. All rights and uses not specifically granted are reserved to NORTHFOTO. You are responsible for complying with all applicable laws and regulations in connection with any use of the Images.
5. Unauthorised Use / Infringement. Unless otherwise stated in writing, Images are intended for editorial use only. Without limitation, Images may not be utilised for any commercial use or to suggest association or endorsement of any product or service by any individuals, entities, or material depicted in an Image, or as a trademark or service mark, unlawful purpose or use, or to defame any person, or to violate any person's right of privacy or publicity, or to infringe upon any copyright, trade name, trademark, or service mark of any person/entity. Unauthorised use of these Images or any use different then provided by the License Agreement or an invoice constitutes copyright infringement and shall entitle NORTHFOTO to exercise all rights and remedies hereunder and under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Images. NORTHFOTO in its sole discretion reserves the right to bill you (and you hereby agree to pay) ten (10) times the normal license fee for any unauthorised use as penalty payment, in addition to any other fees, damages, or penalties NORTHFOTO may be entitled to under this Agreement or applicable law. The foregoing is not a limiting statement of NORTHFOTO' rights or remedies in connection with any unauthorised use.
6. Storage of Images. You may not otherwise make, use or distribute copies of any Images for any purpose except as expressly authorized by NORTHFOTO. Images may be placed on your internal computer network for a limited time provided you limit access to the Images to those having a bona-fide need to facilitate production or creation of any licensed use, but you shall not otherwise distribute or make any Images accessible. Following your licensed use of Images, you agree to cease use of such Images and delete/destroy any digital copies within fifteen (15) days following your licensed use. Images remain the valuable property of NORTHFOTO, and you agree not to store or maintain any archive of any Image in any format or medium.
7. No Alterations. Except for color correction or minor cropping for space limitations, you will not make or permit any modifications to or alterations of the Images, including, without limitation, any combination of the Images with any other images unless otherwise agreed in writing by NORTHFOTO before your proposed modification or alteration.
8. Model and Property Releases/Clearances. Images may depict persons, places, property, or subject matter that may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to third persons. No model or property releases, or other releases or licenses exist in connection with any of the Images, unless specifically stated in a separate writing by NORTHFOTO. NORTHFOTO makes no representation or warranties that it owns or licenses any rights nor does NORTHFOTO grant you any rights including copyright or trademarks to any person, place property, or subject matter depicted in any editorial image. The end user is solely responsible for determining whether your use of any image requires the consent of any third party or the license of any additional rights.
9. Publication Right. NORTHFOTO shall exclusively retain all publication rights arising from your use of its Images.
10. Sensitive Subjects. Any license granted by NORTHFOTO shall not constitute a representation that an image is compatible for use with any other material. You are solely responsible for the use of any image in combination with any other material. Without limitation, you are solely responsible for use of any Images in combination with material covering sensitive subjects including, without limitation, topics that may depict the subject matter of an Image in a negative light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product.
11. Listed Restrictions. Images may contain restrictions, including without limitation restrictions as to time, manner, and territory of use. Use of any Image contrary to a listed restriction is prohibited. If you are unsure as to any restriction, you must contact NORTHFOTO prior to download or use of any Image.
12. Payment terms. Payment is due within fifteen (15) days after your receipt of an invoice or the date specified in an invoice. A late payment charge calculated at the base rate of the Hungarian National Bank (Central Bank)may be added to any unpaid balance after thirty (30) days. You are responsible for the payment of all sales and tax, when applicable.
13. Cancellation of Charges. No credit or refund shall be generally given for Images downloaded but not used. NORTHFOTO reserves sole discretion whether to cancel charges and issue you a credit or refund should exceptional circumstances warrant it. In no event shall any charges be cancelled if you fail to notify NORTHFOTO in writing within ten (10) to thirty (30) days from the date of invoice. If NORTHFOTO cancels a charge, you still must pay a cancellation fee equal to 50% of the usage fee, plus the full service charge, production fee, processing and handling fee and shipping fee. No license to use the Image will be granted upon cancellation; all cancellations are final.
14. Copies. At NORTHFOTO'S request, you shall provide to NORTHFOTO free of charge, no more than three (3) copies of any product or publication you create using the Images. If electronic use is permitted, at our request you agree to provide us with the URL and any required passwords or the screen capture equivalents for our records.
15. Indemnification. You will indemnify and defend NORTHFOTO against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (1) a breach of this Agreement, (2) the use of any Image either alone or in combination with any other material, (3), your failure to abide by any restriction regarding the use of an Image, or (4) any claim by a third party related to the use of an Image, alone or in combination with any other material.
16. Credit Line and Copyright Notice. You will include a copyright notice and photo credit adjacent to each Image (in the format: "(c) photographer's name/NORTHFOTO" or as specified on the Site) with each publicly distributed Image. Receiving credit is a material aspect of the Agreement for NORTHFOTO, and in such uses of Images, you agree to pay triple the invoice amount as penalty payment if you do not provide such credit and copyright notice.
17. NORTHFOTO Trademarks. Except for credits as required above, you may not use the trademarks, logos, service marks or other proprietary designations of NORTHFOTO without NORTHFOTO'S prior written consent.
18. Jurisdiction. Any dispute regarding this Agreement shall be governed by the laws of the Republic of Hungary, and the parties agree to accept the exclusive jurisdiction of the Arbitration Court attached to the Hungarian Chamber of Commerce and Industry, Budapest. The application of the rules of the United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between NORTHFOTO and you, NORTHFOTO shall be entitled to recover its reasonable attorneys' fees, legal expert fees, and other legal expenses from the other party.
19. Confidentiality. During this Agreement, NORTHFOTO may provide you with certain pricing, technical, marketing and other confidential information of NORTHFOTO. You acknowledge that such confidential information encompasses valuable trade secrets and is proprietary to NORTHFOTO, and you shall maintain the confidentiality of any "confidential information" that NORTHFOTO may provide to you, and you shall not use or disclose the same without the prior written consent of NORTHFOTO. "Confidential information" includes any information that is either designated as confidential by NORTHFOTO or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential by you.
20 Limited Warranty. Subject to the restrictions and limitations set forth in an invoice or under this Agreement, NORTHFOTO warrants that it has sufficient rights to grant you the limited license under this Agreement and any accompanying invoice. Additionally, NORTHFOTO warrants that the digital copy of the Image provided by NORTHFOTO to you will be free from defects in material and workmanship (but not visual artifacts inherent in the original image) for 90 days following delivery via this Site; and, NORTHFOTO will as your sole and exclusive remedy for your inability to use an Image and at its sole discretion, provide you with a replacement of the digital copy of such Image, or refund any fee paid by you to NORTHFOTO provided you have not made any licensed use of the Image. Northfoto does not warrant that caption information is accurate. NORTHFOTO provides you with its online system on an "as is" basis. NORTHFOTO makes no other warranty, express or implied regarding any images, its web page, or any rights or licenses under this agreement including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
21. Limitation of Liability. Except for any liability which cannot by law be excluded or limited, neither NORTHFOTO nor any NORTHFOTO affiliate shall be liable to You or any other third party claiming through it for direct, indirect, incidental, special or consequential damages arising out of, or relating to the use or inability for your use of the images, whether framed as a breach of warranty of merchantability, title, non-infringement, or fitness for a particular purpose, in tort, contract, failure of essential purpose, or otherwise.
22. Miscellaneous. You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions. This document constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. Unless stated otherwise, this Agreement shall not be modified except by a written agreement signed by duly authorized representatives of NORTHFOTO, provided that no purchase order or similar document issued by you shall modify this Agreement even if signed by NORTHFOTO. If NORTHFOTO'S performance of any of its obligations hereunder is delayed by force major or any other matter not within NORTHFOTO'S reasonable control, then the date for performance shall be extended by the time of such delay. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. Non-enforcement of any provision herein does not constitute a waiver of any right to enforce the provision in the future. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without NORTHFOTO'S prior written consent.