ess.er icon LICENSE TERMS & CONDITIONS
version: 08.2017
THIS AGREEMENT BETWEEN THE LICENSEE AND THE LICENSOR
APPLIES TO THE RELEASE OF ANY PRODUCT AND/OR SERVICE
UNDER ess.er LICENSE
APPLIES TO THE RELEASE OF ANY PRODUCT AND/OR SERVICE
UNDER ess.er LICENSE
(1.0) In this Agreement the following DEFINITIONS apply:
a. "License" means the release by licensor of rights and
restrictions for limited or unlimited use by licensee.
b. "Licensed Material" means any product and/or service or
package thereof, protected by intellectual property right,
which is licensed to licensee by licensor under the terms
of this agreement.
Any reference in this agreement to the licensed material
shall be to each individual item within the licensed
material and also to the licensed material as a whole.
c. "Licensor" means the person or entity releasing a license
hereunder.
d. "Licensee" means the person or entity purchasing a license
hereunder or, if there is a separate purchaser, the person
or entity specifically designated as licensee during the
purchase process and set forth as such in the invoice.
e. "Purchaser" means a person or entity purchasing the license
hereunder on behalf of a third party licensee.
f. "Reproduction" / "Reproduce" mean any form of copying or
publication of the whole or part of any licensed material,
via any medium by whatever means, and the distortion,
alteration, cropping or manipulation of the whole or any
part of the licensed material and the creation of any
derivative work from the licensed material.
g. "Medium" /" Media" means, unless otherwise stated in the
rights & restrictions, any and all media, now known or
hereafter devised.
h. "Rights and Restrictions" means the information accompanying
the licensed material
- on any source where the licensed material is offered for
licensing, including all steps of the purchase process;
- in any invoice or order receipt; and
- 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 rights and restrictions shall be incorporated into
this agreement and all references to the agreement
shall include the rights & restrictions.
j. "Term of Use" means the period of time identified in the
rights & restrictions, during which time licensee
may exercise the rights granted herein.
k. "Use" means the specific use identified in the rights
& restrictions.
l. "Invoice" means the form invoice provided by licensor
or an authorized distributor/agent that may include,
without limitation, the licensed material selected,
any limitations on the license in addition to those
specified herein and the corresponding price for
the license of such licensed material.
The invoice shall be incorporated into this agreement
and all references to the agreement shall include
the invoice.
(2.0)License shall include the following RIGHTS & RESTRICTIONS:
(2.1)Licensor grants to licensee a non-exclusive, non-transferable, non-sublicensable and non-assignable right to use and/or reproduce the licensed material identified in the grant, solely to the extent explicitly stated in this agreement or approved in writing by licensor.
(2.2)Use of the licensed material is strictly limited to the use, medium,period of time, print run, placement, size of licensed material,territory and any other restrictions specified in the rights & restrictions.
Licensee may utilize the licensed material in any production process that may be necessary for the intended use specified
in the grant.
(2.3)Licensed material may not be used for any than the granted use.
(2.4)Licensed material may not be varied, altered, changed, modified,disfigured, tampered, or manipulated otherwise than explicitly granted in the rights & restrictions.
(2.5)Licensee may not make the original licensed material available anyway in any media allowing or inviting unauthorized third parties to download or extract the original licensed material.
(2.6)Licensee may not copy or reproduce the original licensed material otherwise than as an internal backup or pre-production file.
Any release of a copy as secondary use, or to a third party,
not authorized by licensor shall be subject to additional fee of 400% (four hundred percent) over the original license fee for any discrete of such use. Additional rights or remedies reserved.
(2.7)No ownership, right or license in any product or service, trademark or signature, except as explicitly stated in this agreement, is granted to the licensee.
(2.8)Where purchaser is licensing licensed material on behalf
of a licensee, purchaser hereby represents and warrants that
he is authorized to act as an agent on behalf of licensee and
has full power and authority to bind licensee to this agreement.
Further, if licensee disputes purchaser's power and authority
to act on behalf of licensee with respect to this agreement,
purchaser shall be bound and liable for any failure of licensee
to comply with the terms of this agreement.
Nothing shall serve to excuse purchaser from obligation to make payment to licensor for the licensed material.
(2.9)Any publication of licensed material must include credit line
adjacent to the licensed material: "PHOTO: ess.er/ARGO"
or as otherwise notified by licensor.
If licensee omits the credit, an additional fee in an amount of 100%(one hundred percent)of the licensed fee shall be payable by licensee.
The foregoing fee shall be in addition to any other rights or remedies that licensor may have at law or in equity.
(2.10)Licensee will immediately notify licensor if it becomes aware or suspects that any third party that has gained access to the licensed material through licensee is wrongfully using the licensed material, in whole or in part, or is violating any of ess.er's intellectual property rights, including, but not limited to,
marks and copyrights.
(2.11)If not explicitly notified, there is no model or property release obtained with the licensed material.
There may be restrictions against a person's image, likeness or property being used for commercial purposes without their consent.
Additional fees or payments may be due to any person or property depicted in licensed material.
Licensee shall be solely responsible for any such additional fees or payments.
Except where licensee is explicitly notified that a model and/or property release has been obtained, licensor does not grant any rights or makes any warranties with regard to the freedom of use
of names, people, trademarks,signatures, designs, works of art
or architecture depicted in any licensed material.
Licensee shall be solely responsible for determining whether a release is required in connection with any use of licensed material, and licensee shall be responsible for obtaining any required release.
Licensee shall obtain all necessary individual, corporate,property, trademark and other releases, approvals and clearances from third parties as may be required for the licensee's use of the licensed material prior to using the licensed material.
(2.12)Licensee must obey any restriction on use notified to it
by licensor before or at the time of delivery of the licensed material, either in the information accompanying the licensed material or otherwise.
(2.13)Any description of image contents or circumstances, if attached to the licensed material on delivery by the licensor,
may be seen and handled as reference only.
Even though made to the best knowledge, there is no warranty on accuracy, completeness or absence of error, if not explicitly claimed otherwise by the licensor.
Licensee shall be solely responsible for the verification of any terms, facts, and claims of the description he publishes in connection or reference to the image.
(2.14)If there comes a title, marked as
"(ess.er title:)[title], by ess.er",
with the licensed material it constitutes an integrating part of
the latter, therefor the same rights and restrictions shall apply to.
It shall not be altered or deleted and may be displayed whenever
the licensed material is presented or published.
(2.15)Licensee must retain the ess.er copyright mark, the licensed
material's identification number/file name, ess.er title (if any) and any other information as may be embedded visibly, or invisibly in the electronic file, of the original licensed material.
(2.16) Licensor warrants that
- he has all necessary rights and authority to enter into and
perform this agreement;
- the licensed material will be free from defects in material
and workmanship at the moment of delivery.
(2.17)Licensee should examine all licensed material for possible defects (whether digital or otherwise) before making any use of licensed material.
Any complaints have to be made within 3 (three)days after receiving delivery.
If true, the licensee shall receive a replacement delivery as soon as possible (may depend on technical feasibility)as sole remedy.
(2.18) License cancellation (earlier termination):
If licensee requests in writing to cancel this agreement within
30 (thirty)days of the date of receipt by licensor of the licensed material, and such licensed material has not been used by licensee, licensor may cancel this agreement and issue a credit to licensee's account in an amount up to 100%(one hundred percent) of the license fee minus a composite/layout fee of 25% (twenty five percent).
Research, lab, transport and service fees, administration fees or
subscription fees shall be payable according to the terms stated on the invoice and shall be non-refundable.
(2.19) Upon the expiration or earlier termination of this agreement, licensee shall immediately stop using, promptly delete and remove the licensed material from licensee's premises and storages (electronic or physical) and shall ensure that its subcontractors do likewise.
Any hardcopies (physical reproductions), originals or unicates (limited editions) delivered by the licensor have to be returned free of charge to the licensor.
Worn,damaged, destroyed or lost hardcopies will be not refundable.
Worn,damaged, destroyed or lost originals or unicates will be charged a fee of 400% (fourhundred percent)over the original license fee, whereby the licensor reserves the right to legal claim for higher damage compensation.
(2.20)The license contained in this agreement will terminate
automatically without notice from licensor if licensee fails to comply with any provision of this agreement.
Upon termination, licensee must immediately stop using, promptly delete and remove the licensed material from licensee's premises and storages (electronic or physical) and must ensure that its subcontractors do likewise.
Any hardcopies (physical reproductions), originals or unicates (limited editions) delivered by the licensor have to be returned free of charge to the licensor.
Worn,damaged, destroyed or lost hardcopies will be charged a fee
of 250% (twohundred fifty percent)over the original license fee, whereby the licensor reserves the right to legal claim for higher damage compensation.
Worn,damaged, destroyed or lost originals or unicates will be charged a fee of 400% (fourhundred percent)over the original license fee, whereby the licensor reserves the right to legal claim for higher damage compensation.
(2.21)Audit:
On behalf of editorial license licensee is requested to provide
to licensor sample copies of reproductions containing licensed material in order to verify compliance with the terms of this agreement.
(2.22) Where licensor has reason to suspect that licensed material is being used uncomplying to this agreement, licensee shall,
at licensor's request, provide a certificate of compliance signed by an authorized representative of licensee, in a form to be approved by licensor.
(2.23)Withdrawal:
Upon notice from licensor, or upon licensee's knowledge that any
editorial licensed material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which licensor may be liable herein, or if licensor withdraws any editorial licensed material for any good reason, licensee and it's subcontractors will immediately cease any usage of and delete licensed material from its respective premises and storages (electronic and physical)on it's own expense.
Licensor shall provide licensee with comparable licensed material
(which comparability will be determined by licensor in its reasonable judgment) without additional charge, but subject to the other terms and conditions of this agreement.
(2.24)Licensor shall not be liable for any loss or damage suffered by licensee or any third party, whether directly or indirectly, after licensed material has been taken into use or arising from
the unauthorized or inappropriate handling of any licensed material or in any way from its reproduction.
(2.25)Licensor shall not be liable for any violation of any laws
or rights, resulting from the use of licensed material by the licensee or by any third party through the licensee, maybe authorized by licensor to the use or not.
(2.26) Fees:
In consideration of the grant of the license contained in this agreement, licensee agrees to pay to licensor the amount set forth in the invoice or order receipt.
Licensee acknowledges and agrees that under certain jurisdictions certain uses, or the use at all, of licensed material may require additional payment to collection institutes and, if required, licensee shall be solely responsible for such payments.
(2.27) Overdue Invoices:
If licensee fails to pay licensor's invoice in full within the time specified in the invoice, licensor may add a compensation charge of 1.5% (one-and-one-half percent) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. Licensor reserves the right, in its sole discretion, to revoke the
license if payment is not made in full on time.
(2.28) All rights which are not explicitly granted by license to licensee are specifically reserved by licensor.
(2.29)All rights to the licensed material are owned by ess.er
and are protected by U.S., European and International law.
In conflict of laws, the law in closests correspondence with the
intent of this agreement shall govern.
(2.30) Licensor 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 licensor, such action is necessary, unavoidable or desirable.
(2.31)The license is given to the original licensee only.
It cannot be transferred or sublicensed to any third party in any form without the written consent of the licensor.
(2.32)Any right or restriction of use, which is not included here, but is agreed on in written form by licensor and licensee, shall be incorporated into and become part of this agreement.
(2.33)This agreement contains all the terms of the license agreement and no terms or conditions may be implied, or thought of as implied, added or deleted unless made in writing and signed by an authorized representative of both parties.
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.
(2.34) 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.
(2.35)Clearence and additional rights:
If you are unsure of your usage rights and restrictions under this
agreement or wish to use the licensed material in a manner not permitted by this agreement, please contact:
mailto: jameson.jophard[at]gmx.net
Changes to LICENSE TERMS & CONDITIONS:
ess.er reserves the right to change any of the terms and conditions contained in the LICENSE T&C at any time and in his sole discretion.
Changes will result in revised "version" (see top).
Any changes will be effective immediately upon posting on this site.
It is strongly recommended to check LICENSE T&C state prior to
any purchase order.
© ess.er All rights reserved. mailto: jameson.jophard[at]gmx.net
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These LICENSE TERMS & CONDITIONS are not valid for
argopress licensing.
For argopress licensing T&C see:
http://argonews.yolasite.com/license_tc.php
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