THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") (A PERSON OR ANY GROUP/ ASSOCIATION OF PERSONS OR ANY OTHER ENTITY (WHETHER A LEGAL ENTITY OR NOT) AND THG PUBLISHING PRIVATE LIMITED, PROPRIETORS AND PUBLISHERS OF VARIOUS NEWSPAPERS, MAGAZINES & OTHER PUBLICATIONS INCLUDING INDIA'S NATIONAL NEWSPAPER "THE HINDU" HEREINAFTER CALLED "THE HINDU" OR LICENSOR.
READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU DOWN LOAD ANY LICENSED MATERIAL OR IMAGE. BY PROCEEDING FURTHER AND/ OR BY DOWN LOADING ANY IMAGE FROM THIS WEB SITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INVOICE AND THE IMAGE USAGE SPECIFICATIONS LISTED BELOW. IF YOU DO NOT AGREE, CLICK ON YOUR BROWSER'S BACK BUTTON. BY DOING SO YOU WILL DECLINE THIS AGREEMENT AND WILL NOT BE GRANTED A LICENSE TO SEE OR USE THE IMAGE(S).
In this Agreement the following definitions apply:
The Hindu grants to you, the right to store or use the Image(s) you have selected and any derivatives or copies (collectively, the "Image"). The Image may not be shared by creating a disc library, image storage jukebox, network configuration or similar or other arrangement except as may be provided in the Invoice.
The Image may be used only for any lawful and authorized purpose. The Image may be used, as per the license established, in any final materials distributed inside of your organization or any materials distributed outside of your organization or to the public, including, but not limited to, advertising and marketing materials or in any on-line or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) on a single - use basis and/or multi- usage basis and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Image.
One copy of the Image may be made for backup purposes only if for single use and/or in case of multiple- usage, but may only be used if the original Image becomes defective, destroyed or is otherwise irretrievably lost. Except as specifically provided in this agreement and/or Invoice, the Image may not be shared or copied. Pornographic use, use which would be defamatory or libelous or use which is otherwise unlawful/ immoral is prohibited. If an Image featuring a person is used in a manner that implies endorsement, use of, or a connection to a product or service by that person, or is a potentially unflattering or controversial subject, you must print a statement that indicates that the Image is used for illustrative purposes only.
Unless otherwise stated expressly in the Invoice, The Hindu grants to Licensee a non-exclusive, non-sub licensable, non-transferable and non-assignable right to use and Reproduce the Licensed Material identified in the Invoice to the extent explicitly stated therein. The Hindu further grants to Licensee the right to have the Licensed Material Reproduced, solely to the extent explicitly stated in the Invoice, by subcontractors of Licensee, provided that such subcontractors agree to abide by the restrictions of this Agreement. The Licensee shall be solely liable for any claims/ damages caused to THE HINDU or to any third party which arises/ may arise due to a breach of the terms of this agreement (including the Invoice), or otherwise in law. The Licensee hereby indemnifies and agrees to keep indemnified The Hindu against all losses, claims, damages or expenses (including counsel's fees), and/or any liability consequential, incidental or otherwise), which The Hindu may incur or be put to, claims and/or damages (including all reasonable costs as between attorney and client)
The Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice. The Hindu grants Licensee the right to utilize the Licensed Material in the sales and production process that may be necessary for the intended use specified on the Invoice. The terms specified in the Invoice, or in this Agreement, shall not be modified without the express written consent of The Hindu, and any attempt to modify the Agreement without such express written consent, or any attempted deviation from the terms thereof of this Agreement, shall nullify The Hindu's indemnity obligations, and the representations and warranties made by The Hindu hereunder. Fees assessed for Licensee's use of the Licensed Material depend on the nature of the rights granted. Licensee shall not undertake any expanded use of the Licensed Material without the prior approval of The Hindu and the payment of any additional license fee required by The Hindu for such expanded use. Licensee shall promptly notify The Hindu of any expanded use of the Licensed Material for which Licensee has not received The Hindu's prior approval, and shall pay to The Hindu any additional license fee required by The Hindu for such expanded use. The rights and remedies of The Hindu hereunder shall be in addition to, and not in lieu of, any other rights or remedies that The Hindu may have at law or in equity.
Use of Licensed Material in a manner not expressly authorized by the Invoice and this Agreement (i) may constitute an infringement of the proprietary rights of The Hindu or a third party and (ii) may result in Licensee incurring or being solely responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of The Hindu or a third party.
Use of the Licensed Material is strictly limited to the use, medium, period of time, placement, size of the Licensed Material, territory and any other restrictions specified in this agreement and the Invoice
Use and/or incorporation of Licensed Material into a logo, trademark or service mark is absolutely prohibited
Unless otherwise authorized by applicable law or specified in this agreement and the invoice, Licensee may not, directly or indirectly, reproduce the final product of the Licensed Material in any secondary reproductions, such as compilations, in-context promotions or on file-sharing, social networking websites such as YouTube, Facebook, Twitter, Instagram, Myspace, etc. or screen shots. Such reproductions require an additional license and prior written permission from The Hindu and may be subject to payment of additional license fees.
If any Licensed Material featuring any person/property is used in a manner that implies endorsement of, use of, or a connection to a product or service by that person or the owner of the property or a potentially unflattering or controversial subject, Licensee must accompany each such use with a statement that indicates that the same is used for illustrative purposes only.
If any Licensed Material featuring any person/property is used in a manner that implies endorsement of, use of, or a connection to a product or service by that person or the owner of the property, the licensee must get the necessary permissions from the person or the owner of the property to use the image.
The Hindu's grant of rights regarding use of Licensed Material on or in a product does not grant Licensee the right to use that Licensed Material in any manner, directly or indirectly (such as, without limitation, in any image or illustration of such product) in the advertising of such product unless that right is also specifically granted
Pornographic, defamatory, libelous or similar or other unlawful use of Licensed Material is strictly prohibited whether directly or in context or juxtaposition with any other matter.
NOT WITHSTANDING ANY THING CONTAINED IN THIS AGREEMENT OR INVOICE, EVEN IF EXCLUSIVE RIGHT OF LICENCE(S) ARE GIVEN THE HINDU RESERVES THE RIGHT TO USE AND PUBLISH THE "LICENSED MATERIAL OR IMAGE" FOR ANY PURPOSE (PRIVATE OR COMMERCIAL).
If you are unsure of your usage rights under this agreement or wish to use the Image in a manner not permitted by this agreement (for example: on line or as part of an advertisement for or of a product), please contact us.
You/The Licensee may not decompile, reverse engineer, disassemble, or otherwise reduce to human-readable form any software. All rights to the Image are owned by The Hindu and/or its licensor and are protected by Indian copyright law, international treaty provisions and other applicable laws. The Hindu and its licensor retain all rights not expressly granted by this agreement. The Image is licensed only to you or your employer, if you are licensing on behalf of your employer. The license contained in this agreement will terminate automatically without notice from The Hindu if you or your employer fail to comply with any provision of this agreement. Upon termination, you and your employer must immediately.
For your convenience, the file size and dimensions of the images are mentioned. It is for you to check out these aspects and determine whether or not the image as per the file size and dimensions would be suitable for the particular purpose for which you desire to down load and use the same. Once you have down loaded the image, we will not, under any circumstances whatsoever, refund the monies paid by you.
The following credit line must appear adjacent to any Licensed Material used/utilized by Licensee: (Photographer's name)/The Hindu.
Licensed Material contains numerous images of people, both alive and dead. No releases exist for this Licensed Material unless expressly stated by The Hindu. Licensee shall be solely responsible to determine whether a release is required to use any such Licensed Material. Some jurisdictions provide legal protection to people, places and things where any Licensed Material is to be used for commercial purposes. Licensee may crop or rotate Licensed Material. The Hindu's Images of historical vintage often employ older photo techniques. Some of this Licensed Material contains "artifacts" or other flaws inherent in prints of the particular vintage and are not defects. Some of The Hindu Licensed Material may be in the public domain or licensed to The Hindu on a non-exclusive basis. It therefore may be possible for another library to license Licensed Material represented by The Hindu for a conflicting use. The Hindu shall have no liability for any such situation. If any use of the Licensed Material gives rise to publication rights or any similar rights in India or in any other country, those rights shall belong exclusively to the Hindu except as otherwise agreed in writing by The Hindu. Licensee shall do all such things and shall procure rights from any third parties in whom such rights may otherwise vest (including executing assignments) as are required to vest ownership of all such rights exclusively in The Hindu.
No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the License contained in this Agreement. Except as expressly set forth in this Agreement, The Hindu grants Licensee no right or license, express or implied, to the Licensed Material. Licensee shall provide or post applicable copyright notice and/or protection. Upon demand, Licensee shall immediately assign to The Hindu (or The Hindu's designee) any copyright of or to the Licensed Material arising out of the publication of the Licensed Material. No copyright information shall be removed from any digital file.
THE REPRESENTATIONS AND WARRANTIES OF THE HINDU MADE HEREIN WILL HAVE NO FORCE OR EFFECT IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
The Hindu warrants to Licensee that the digital or analog copy of the Licensed Material in the form downloaded by Licensee or delivered by The Hindu by any means to Licensee will be free from defects in material and workmanship (not including "artifacts" or other flaws inherent in prints of the particular vintage) for 30 days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analog copy of the Licensed Material or refund of the Reproduction fee paid by Licensee, at The Hindu's option.
The Hindu makes no representations or warranties as to whether or not any additional fees or payments may be due to any person depicted in Licensed Material is required or not. Licensee shall be solely responsible for such additional fees or payments.
The Hindu grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material, and Licensee must be satisfied that all the necessary rights or consents regarding any of the above, as may be required for Reproduction, have been obtained.
The Hindu warrants the digital copy of the Image in the form downloaded by you to be free from defects in material and workmanship for 90 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Image.
THE HINDU MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NEITHER THE HINDU NOR ITS LICENSOR (AS AND IF APPLICABLE) SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES ARISING OUT OF THIS LICENSE OR OTHERWISE.
The foregoing representations and warranties apply only to the Licensed Material as delivered by The Hindu when used in accordance with the terms of this Agreement and the uses expressly provided for in the Invoice.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ELSEWHERE IN THIS AGREEMENT, IT IS EXPRESSLY MADE CLEAR THAT ONLY YOU/LICENSEE AND/ OR YOUR ORGANIZATION SHALL BE LIABLE FOR AND SHALL HAVE THE SOLE RESPONSIBILITY TO DEFEND ANY LEGAL OR OTHER ACTION, CIVIL, CRIMINAL OR OTHERWISE THAT MAY ARISE FROM YOUR USE, MISUSE OR ABUSE OF ANY IMAGE AND HEREBY INDEMNIFY AND KEEP INDEMNIFIES THE HINDU AND ITS LICENSOR(S) FROM ANY AND ALL COSTS, DAMAGES, LIABILITY AND/OR CLAIMS THAT MAY ARISE WHATSOEVER AND ANY SUCH PROCEEDING(S) MUST BE DEFENDED BY YOU AT YOUR OWN COST AND EXPENSE.
The Licensee shall immediately inform The Hindu of any actual or threatened lawsuit, claim or legal proceeding. The Licensee must give The Hindu written notice within five (5) business days after receipt of notice of such lawsuit, claim or legal proceeding, whether threatened or initiated;
The Hindu shall have the right, at its expense and in its sole discretion, to select and employ counsel to defend Licensee against such lawsuit, claim or legal proceeding for which indemnification is sought;
The Hindu shall have the right to control the legal defense and shall have sole discretion as to whether or not to compromise, settle or otherwise dispose of any such lawsuit, claim or legal proceeding;
The Licensee agrees to cooperate fully in defending any such lawsuit, claim or legal proceeding (including, without limitation, making available to The Hindu such books and records as The Hindu reasonably requests and making available its employees, agents, officers and directors for depositions, consultations and otherwise when requested);
The Hindu will not indemnify Licensee for legal fees and other costs incurred prior to Licensee giving notice to The Hindu of the pending action for which indemnity is sought; and
The Hindu will not indemnify Licensee for the cost of any salaries, wages or benefits payable to Licensee's personnel involved in any legal action for which indemnity is sought.
Upon receipt of The Hindu's notice that The Hindu chooses not to undertake to defend against or resist any lawsuit, claim or legal proceeding after receiving written notice from Licensee, Licensee shall have the right to incur reasonable costs to investigate, defend, compromise, settle or otherwise dispose of the claim, for the account and at the expense of The Hindu.
Licensee shall not take any action that incurs a cost to Licensee or The Hindu without The Hindu's prior written permission.
For all Licensed Material that Licensee takes delivery via down load, Licensee must provide the copyright symbol, the name of The Hindu and the Licensed Material identification number as part of the electronic file. In addition, Licensee may only use a single copy of the Licensed Material on a single computer. Licensee may only down load the Licensed Material onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the Licensed Material for any purpose except as otherwise provided in this Agreement and the Invoice. Notwithstanding the foregoing, Licensee shall be allowed to make one (1) backup copy for security reasons only. Licensee may not use the Licensed Material on any image storage jukebox, network configuration or similar computer network arrangement. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Licensed Material from its computer or other electronic storage system.
The Hindu may at any time inspect any records, accounts and books relating to the storage, use or Reproduction of any of Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.
The Hindu may seize, confiscate or impound any additional copies of the Images that the Licensee is found to possess at the time of such inspection and reserves a right to terminate this agreement immediately, without prejudice to its right to claim any damages for breach of terms of this agreement of the Invoice.
All matters, disputes and differences of any kind whatever arising out of or in connection with this Agreement shall be referred to a single arbitrator to be appointed by The Hindu. The Arbitration shall be held in Chennai only and Court for the said Act shall be the Court(s) of Chennai only. The award of the Arbitrator or Arbitrators as the case may be, shall be final and binding on the parties.The Arbitral procedure shall be conducted in the English language and any award or awards shall be rendered in English. The substantial and procedural law of the arbitration shall be Indian law not withstanding any conflict law provision and the venue of arbitration shall be Chennai only.
Copyright 2004 (c) - THG Publishing Private Limited. All rights reserved.