CONTRACT OF SALE FOR IMAGES OF FOKU’S STOCK IMAGES
This License Agreement, or any invoice, establishes the terms and conditions between you, your employer or other entity in which your name appears for this Agreement and Argazki Press S.L. as an organisation that grants the license of use for images contained in FOKU’S image bank. The acceptance of this Agreement is binding between you and Argazki Press S.L. Please read this agreement carefully before downloading any proposed images for licensing in the "site". By downloading an image you agree to be bound by the terms of this agreement.
1. Granted licence terms by type.
1.1 Standard stock licence:
This licence of use grants you a worldwide right, non-transferable, non -exclusive, to display all or part of the image, to use, reproduce, publish, modify, manipulate or create works of a same project and for all uses except in the case of the image being inserted in a printed or electronic version of a product for resale purposes.
Subject to the terms of this License Agreement, Argazki Press SL grants you a worldwide right, non-transferable by assignment, sale or any other means, non-exclusive and that can be shared with other holders of the same right to display all or part of the image, to use or reproduce, publish, modify, manipulate and create derivative works of a single project and for any use, except those in which the image is included in a product intended for resale or distribution in print or digital format, or that does not meet the regulated use in Section 2 which will be described below, regarding images identified in the invoice issued by Argazki Press SL
An unlimited number of users can access images in your organisation, provided that those users are employees or they agree in writing that they are bound by this Agreement. You will be responsible of the use of such users, regardless of the responsibility they gain by themselves. Images cannot be used in more than one project or client, so you must purchase a separate license for each use of the image.
You can edit, cut or adapt the images. In turn, limited and temporary transfers of images to third parties for the creation of a final product, is authorised as long as third parties undertake to comply with the terms of this Agreement.
The license "License for web use" is a variation of the "Standard stock license" in which Argazki Press SL grants you the image file with a maximum of 1200 pixels wide or high, depending on whether the image is horizontal or vertical, while maintaining the characteristics of the "Standard stock license".
1.2. Extended stock license:
Subject to the terms of this License Agreement, Argazki Press SL grants you a worldwide right, non-transferable by assignment, sale or any other means, non-exclusive and that can be shared with other holders of the same right to display all or part of the image, to use or reproduce, publish, modify, manipulate and create derivative works on an unlimited number of projects for any use, except those that do not meet the regulated use in Section 2 which will be described below, regarding images identified in the invoice issued by Argazki Press SL
This license grants the right to include printed or digital images for resale or distribution purposes (including brochures and "à la carte" products), regardless of the number of copies, manufacturing units or printing of such products including, without limitation, wallpapers for mobile devices, brochure designs for websites, presentation brochures, digital congratulations cards, printed congratulation cards, business cards, t-shirts or other clothing or accessories, bags, mugs, magnets, calendars, posters or other digital medium or material printed, from the product as long as: a) associates the image with words and / or other graphics or images; b) the image is not the main factor that stimulates the sale of a product. If you create a derivative work based on or incorporating one or more photos, all rights of such images remain the property of Argazki Press S.L., under the terms and limitations set out in this document.
An unlimited number of users can access images in your organisation, provided that those users are employees or that they agree in writing that they are bound by this Agreement. You will be responsible of the use of such users, regardless of the responsibility they gain by themselves. Images cannot be used in more than one project or client, so you must purchase a separate license for each use of the image.
You can edit, cut or adapt the images. In turn, limited and temporary transfers of images to third parties are authorised for the creation of a final product, as long as third parties undertake to comply with the terms of this Agreement.
1.3. Editorial License.
Subject to the terms of this License Agreement, Argazki Press SL grants you a worldwide, non-transferable by assignment, sale or any other means, non-exclusive and can be shared with other holders of the same right to display all or part of the image, to use or reproduce, publish, modify, manipulate in one editorial or one image reproduction. The term editorial is used for pieces of work of general interest and not for commercial purposes. More specifically the term editorial refers to a use like in a blog, media, review and non-commercial uses in relation to events of general interest. To avoid ambiguity, “Editorial License" expressly excludes any advertorial (ie, sections or supplements offered by brands and / or product names or sections or supplements in relation to those who receive a fee from an advertiser, a third party or sponsor).
Argazki Press S.L. grants you different licensing terms based on circulation and / or use detailed on the invoice.
An image with an editorial license cannot be used for any other purpose, unless written consent has been given by Argazki Press SL and after payment of the amount corresponding to the stock license required.
1.4 user license for sketches:
Subject to the terms of this License Agreement, Argazki Press SL grants you a worldwide right, non-transferable by assignment, sale or any other means, non-exclusive and that can be shared with other holders of the same right to display all or part of the image to use or reproduce, publish, modify, manipulate and create derivative works in a single project to be used as a sketches and / or previews.
The purpose of a sketch is to achieve and / or exhibit a work which will be completed at a later stage. Under no circumstances can a sketch be used in a finished project or as a selling point.
Argazki Press S.L. gives you the content of its image bank which can be used for sketching free of charge or for a minimal fee, which will be defined at the time of the assignment.
In all cases, the use of images as sketches has a time limit of 30-days.
An image with a license for sketch cannot be used for any other purpose, unless written consent has been given by Argazki Press SL and after payment of the amount corresponding to the stock or editorial license required.
1.5 Marketing and Promotion:
By using images, You grant Argazki Press SL the right to present or refer to your derivative work, by using or including such images in any reasonable marketing operation, educational use and / or promotional purposes, as an example of the use made by our customers.
2. Restrictions on the use of the image.
You will not, without first obtaining written specific consent (which may not be available):
* Concede to sublicense, sell, assign, convey, transfer, or provide any of the rights obtained under this Agreement. However you can sell or transmit derivative works that include images that are the object of this contract.
* Sell, license or distribute your final product to allow its end users, or customers, to extract or access images as standalone files without modifications when the file size is greater than 800x600 pixels.
* Include images into a logo, trademark or service.
* Distribute, post or upload images in a downloadable format, if the file size is greater than 800x600 pixels, or allow them to be shared via mobile devices. * Use any picture whatsoever for pornography, defamatory, libellous or illegal purposes, both directly and in a context where the image is mixed or combined with other objects and contents.
* Use any image in a manner that is forbidden by the law.
* You cannot unfairly claim, in an express or implied manner, to be the creator of a visual work that originates mainly for its artistic components, from images obtained from this service.
* Without obtaining the prior written consent of Argazki Press SL and paying the additional license fee, you cannot upload an image as a independent file and without modification, in social networks such as YouTube , Facebook, Twitter, or other third party web sites which may pretend to be eligible to acquire the rights of images, contrary to the current Agreement. When requested by Argazki press S.L. you must immediately remove any image that you have shared in this type of platform or website.
* Use content under "Editorial License" for any commercial, promotional or merchandising.
* Use content under "Editorial License" without including the following information in the content, "the photographer's name" / DIGITALFOKU.
3.1. Unauthorized use.
The use of images without permission and without this being subject to the conditions established in this agreement, will bring about responsibilities that can be claimed by Argazki Press SL, including compensation, as well as the value of the item used, damages and / or loss of earnings and the cost incurred by the claim.
3.2. Defence and indemnification.
By approving this Agreement, you agree to defend, indemnify and hold harmless Argazki Press SL for any damages, liabilities and expenses (including reasonable fees and legal fees) arising from claims from third parties and relating to the use, by you, of any image in breach of this Agreement, which occurred by changing the images, combining different images with some text or content, by being in breach of any aspect of this Agreement, or causing harm to third parties following the misuse of the image or which contradicts the right of the acquired image.
4. Warranties and Limitations of Liability.
Argazki Press S.L. warrants that:
* It has every right and the required authority to sign and fulfil the obligations undertaken in this Agreement and to grant the rights provided in this document.
* the authorized use of images without modifications will not infringe third party copyright regarding the images.
* Argazki Press S.L. will replace any faulty image received by this service (for which you have purchased a license. This replacement will be made within a maximum of 30 days; If after this period of 30 days replacement has not been made, you can apply for a refund of the paid amount, on the condition that the mentioned image has not been used.
* Argazki Press S.L. does not warrant or advice on the appropriateness (in commercial terms) of the use of the image that you have gained for a specific purpose; Argazki Press S.L. cannot be liable to you or any other person or entity for any damages, costs or losses resulting from the use of images obtained from this service.
You may have additional rights under the law.
No license is granted before full payment of the invoice issued by Argazki Press S.L., unless credit terms have been agreed directly between Argazki Press S.L. and yourself.
Once this agreement is signed all licenses are final, no refunds or credits will be allowed.
7. Copyright infringement and damages.
If you use an image without a license or before this one has been granted, Argazki Press SL reserves the right to seek damages through legal channels unless you agree to refund Argazki Press SL an amount equal to the market value of the product in addition to the management fees generated. Argazki Press S.L. reserves the right to sue for infringement of copyright, which would include legal fees and other associated costs.
The license contained in this agreement will terminate automatically without notice if you breach the terms of this agreement. Upon termination, you must immediately:
* Stop using the image;
* Destroy or, at the request of Argazki Press S.L., return the image to Argazki Press S.L.; and
* Clear or remove the image of the license from the facilities, systems and other storage media (digital or physical).
Argazki Press S.L. reserves the right to revoke the license of use of any image, when there is a good enough reason, and to replace it with another alternative image. After the notice of revocation of license for any picture, you must immediately, stop using such image(s), take all reasonable measures to stop the use of images applied to existing products and inform all users and all final customers of the decision. If the image is used for the purpose of social communication, or in a third party website, the image can be used only as part of a piece of work and not as a separate file; and all rights are automatically revoked if a third party's website seeks to exploit the acquired rights to the image and which contradicts the conditions stipulated in this Agreement.
10. Invalidity or unenforceability.
If one or more of the provisions of the Agreement are declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected, as long as they can respect the meaning of the Agreement. Such provisions will be modified only if required.
Any dispute relating to the interpretation of this agreement shall be subject to the knowledge and competence of the courts of Donostia.
No action of Argazki Press S.L., except renunciation in writing, shall be construed as a waiver of the provisions of this Agreement.
13. Entire Agreement.
This contract includes all the terms of the license agreement and no terms or conditions may be added or subtracted unless it is done in writing and on a signed document by an authorized representative of both parties. In case of inconsistencies between the terms contained in this Agreement and the terms contained in a purchase order or in any other document sent by the buyer, the terms of this Agreement shall prevail.