STANDARD LICENSING TERMS
1. The scope of the license
At the User's acceptance of these Standard Licensing Terms and the Registered User's receipt of the license (by email) related to the chosen photo(s) in question, Demont Photo Management grants a personal, non-assignable and non-exclusive (unless otherwise specified in the license) license to the Registered User to use the licensed photo only in accordance with the specifications and limitations specified in the license. The specifications and limitations concern area of use, medium, territory, time, printing and copying possibilities or restrictions, size, etc. The User alone is entitled to use the licensed photo in accordance with the specifications and limitations in the license. At any time, Demont Photo Management is entitled to ensure that the User respects these Standard Licensing Terms.
2. Intellectual property rights
Demont Photo Management and its partners or licensors holds all intellectual property rights, including copyright, to the licensed photos. The User must in every respect abide by the rights of Demont PhotoManagement and its partners and licensors, and the User is liable without limitations for any disregard or infringement of these rights, including un-allowed or unlawful use or for-warding of the licensed photo to a third party.
The User shall (unless otherwise specified in the license) credit the photo in accordance with the credit line on the website including the photographer’s name, the collection name (when applicable) and Demont Photo Management as the distributor of the licensed photo.
The User is not entitled to change, amend or otherwise alter the licensed photo or parts thereof (unless otherwise specified in the license) nor is the User entitled to alter or remove statements regarding copyright, rights holder information (credit), etc. Further, the User is not allowed to use the licensed photo in any compromising or defamatory context.
The User is not entitled to copy the licensed photo or parts thereof to an extent other than specified in the license. The User shall ensure that the licensed photo is kept inaccessible to a third party and that the licensed photo not otherwise will come into the possession of a third party.
The price for the licensed photo is specified in the license, and the outstanding amount is due within 30 (thirty) days from the date of the invoice (unless otherwise specified in the license). In the event of late payment Demont Photo Management shall be entitled to claim default interest of 1.75 % per month or any fraction of a month of the amount due.
If the User experiences difficulties in licensing photos at Demont Photo Management’s website, please contact us at: +1 212 214 0629.
5. Complaints and Remedies
If the licensed photo cannot be accessed or used as presupposed by the User after his/her acceptance of these Standard Licensing Terms, Demont Photo Management – after having been informed thereof by the User – is under an obligation to ensure that the licensed photo can be used by the User in accordance with the specification and limitation specified in the license. This right to complain and this obligation to remedy are the User's only rights in connection with defective delivery of the licensed photo.
6. Representations and Warranties; Limitation of Liability
The photographer. Besides this express warranty, the licensed photo is licensed "as is". Demont Photo Management makes no other representations or warranties of any kind whatsoever, express or implied, in connection with the licensing or these Standard Licensing Terms, including but not limited to warranties of merchantability, non-infringement or fitness for a particular purpose, except to the extent such representations and warranties are not legally excludable. To the fullest extent permitted by law Demont Photo Management will not be liable for any direct, indirect, special, incidental, or consequential damages of any kind (including lost profits) related to the licensed photo, including use thereof, regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if Demont Photo Management have been advised of the possibility of such damages. In no event shall Demont Photo Management maximum aggregate liability exceed USD 2,000.
The User agrees to defend, indemnify and hold Demont Photo Management harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from the User's use of the licensed photo.
8. Force Majeure
A party cannot be held responsible towards the other party in case of force major, which affects the party's obligations under these Standard Licensing Terms. Force major includes i.a. war and mobilization, natural disasters, strikes, lock-outs, fires, absent, delayed or defective deliveries from sub-suppliers/licensors, damaged production machinery, computer virus, key personnel being unfit for work, import and export regulation conditions and other conditions outside the control of the party in question.
The license granted in accordance with these Standard Licensing Terms is in force until it expires in accordance with the time limitations set out in the license. In addition, Demont Photo Management is entitled to terminate the license at any time if the User does not comply with these Standard Licensing Terms.
The User is entitled to use the licensed photo(s) for his/her own use only. The User is not entitled to assign, lend or in any other way transfer the rights or obligations, partly or in full, provided in the license and these Standard Licensing Terms without the prior written consent of Demont Photo Management .
11.Image Subject Release
Demont Photo Management and all photographers represented are not to be hold responsible or liable in any ways for the clearance of the subject likeness included in any photograph to be licensed by The User with demontphoto.com.
New York State law shall govern the use of the licensed photo and the parties hereto submit to the exclusive jurisdiction of the New York courts.
These Standard Licensing Terms and the license constitute the complete and exclusive agreement between the User and Demont Photo Management regarding the licensed photo(s). Demont Photo Management reserves the right, in its sole discretion, to change these Standard Licensing Terms at any time by posting the changes on Demont Photo Management's website. Any changes are effective immediately upon posting to the website. The User's continued use of licensed photos, including any new licensing, is governed by such new Standard Licensing Terms. Demont Photo Management's failure to require performance of any provision in these Standard Licensing Terms shall not affect Demont Photo Management's full right to require such performance at any time thereafter, nor shall Demont Photo Management's waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. No failure to exercise and no delay on the part of either party in exercising any right, remedy, power or privilege of that party under these Standard Licensing Terms and no course of dealing between the parties shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. In the event that any provision of these Standard Licensing Terms shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such enforceability or invalidity shall not render these Standard Licensing Terms unenforceable or invalid as a whole. Demont Photo Management will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent as reflected in the original provision.
TERMS AND CONDITIONS
Selected Image is any Demont Photo Rights Managed Photographic Digital Images which is licensed to the Licensee pursuant to this agreement. The Licensee is the person or entity which obtains a license for its own use and who is the intended end user. A Disclosed Agent is a party who obtains a license on behalf of a Licensee. The Disclosed Agent may be a design firm, freelancer, employee, or any other party contracted by the Licensee. The Disclosed Agent and the Licensee are both bound by these terms. You and your refer both to the Licensee and to the Disclosed Agent, as applicable. Demont Photo refers to Demont Photo Management LLC, its subsidiaries, affiliates, officers, directors, and anyone acting on its behalf and with its authority.
2. IDENTIFICATION OF LICENSEE
Proper identification of the Licensee is a material term of this Agreement. No license is granted until the Licensee is accurately identified.
Territory: The territory within which the Selected Image may be used and determined by Licensing agreement.
Permitted Uses: Use of any Selected Image licensed hereunder is determined by the selection made by Licensee in the selection process, all on a non-exclusive and non-transferable basis. All other rights to each Selected Image, including without limitation, copyright, are retained by Demont Photo.
Term of License: The term or duration of the License granted is one year from the date the license is issued unless otherwise selected by Licensee.
Rights of Disclosed Agents: The Disclosed Agent is granted the licensed rights solely in connection with the specified use to be made of the Selected Image by the Licensee.
Permission by Demont Photo to use scanned or digitized images is granted provided the digitized images are stored only as long as the project is in progress. When the project is complete, all digitized versions of the images must either be destroyed, deleted or returned to Demont Photo. Any photo CD scans made of the images must be returned to Demont and remain the property of the photographer or his legal representative.
Prohibited Uses You may not:
Transfer any rights to any Selected Image except as specifically provided for in this Agreement. All other rights are reserved by Demont Photo.
Reverse engineer, decompile, or disassemble any part of any Selected Image except as permitted by applicable law.
Copy or reproduce any Selected Image in any way except as specifically provided for herein.
Remove any copyright information from any Selected Image.
Use any Selected Image in any way that could be considered defamatory, libelous, pornographic, obscene, immoral, or fraudulent.
Re-sell, distribute or sub-license any Selected Image or the rights to use the Selected Image to anyone for any purpose, except as specifically provided for in this Agreement.
Modify or alter any Selected Image for any purpose, except as specifically authorized in this Agreement. Any such modification shall belong to Demont Photo. If requested by Demont Photo, you shall execute a written assignment of any copyrights with respect to such derivative work.
4. LIMITED WARRANTY
Demont Photo represents that it has the right to enter into this Agreement and has the right to grant this license under the terms provided in this Agreement.
Demont Photo warrants that the copy of the Selected Image supplied to you will be free from defects in materials and workmanship under normal use for a period of 30 days from the date you received it.
EXCEPT AS PROVIDED ABOVE, THE SELECTED IMAGE IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DEMONT PHOTO DOES NOT WARRANT THAT THE SELECTED IMAGE WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE IMAGE IS WITH YOU.
Certain states or countries do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from state to state or country to country.
5. LIMITATION OF REMEDIES
A. Replacement of Selected Image or Refund of License fee :
Demont Photo's entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Selected Image or your downloading of the Selected Image, will be permission to download the Selected Image again or, if that fails, at Demont Photo's sole election to supply a copy of the Selected Image on a CD Disc or digital transfer, or to refund your money.
B. No Money Damages Available :
UNDER NO CIRCUMSTANCES WHATSOEVER WILL DEMONT PHOTO BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SELECTED IMAGE EVEN IF DEMONT PHOTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
Some states or countries do not allow the limitations or exclusion of liability for incidental or consequential damages. If you reside in those states or countries, the above limitation or exclusion may not apply to you.
You agree to and hereby indemnify and hold Demont Photo harmless against any and all claims or liability asserted against Demont Photo arising out of or in connection with any breach or alleged breach of any of the terms of this Agreement or your unauthorized use of any Selected Image.
7. LICENSE CANCELLATION FEE
A licensing cancelation fee will apply when an image has been received and not used by Licensee or Purchaser.
8. GENERAL TERMS
Enforceability If any provision of this Agreement is held not to be enforceable, such provision shall be reformed only to the extent to make it enforceable.
Taxes and Duties You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Selected Image as authorized in this Agreement.
Substitution of Selected Image Demont Photo reserves the right at any time to replace the Selected Image with an alternative Image for any reason. Upon notice of such replacement, the license for the Selected Image terminates for any products or usage that does not already exist, and this license automatically applies to the replacement Image. You agree not to use the Selected Image for any future use and to take all reasonable steps to discontinue use of the Selected Image in products that already exist. Governing Law This Agreement, and its validity and effectiveness, shall be interpreted under and governed by the laws of the State of New York.
Jurisdiction All court proceedings shall be brought in the Federal or State Courts situated in New York County, New York. You agree to reimburse Demont Photo for its legal fees, costs and disbursements if Demont Photo is the prevailing party, and you consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery, to the address you provided to Demont Photo when you apply for a license, as provided herein.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND DEMONT PHOTO, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND DEMONT PHOTO RELATING TO THE SUBJECT OF THIS AGREEMENT.