CONTRACT
FOR LICENCE TO USE
ROYALTY-FREE IMAGES (EXEMPT FROM USAGE RIGHTS) and/or RIGHTS-MANAGED (RESTRICT USAGE RIGHTS)
Contract (hereafter known as the “CONTRACT”) between the licensee and GLOBAL STILLS, LDA. (hereafter known as “STILLS IMAGE BANK”). The present CONTRACT applies to all the licences issued through the internet and applies to the supply of licensed materials independently of the way in which they are supplied. The request for a licence by the licensee is deemed to demonstrate that the licensee is willing to enter into a contract in the terms of the present CONTRACT and that he/she has the necessary legal capacity to enter into the present CONTRACT.
Last update: 20 January 2021
1. Definitions.
For the effects of the present CONTRACT, it is considered that the following terms have the following meanings:
1.1. “INVOICE” means the document valid for accounting purposes provided by STILLS IMAGE BANK and which must mention the licensing entity – Global Stills Lda, the selected licensed images and the price corresponding to the respective licence (“LICENCE”). The INVOICE shall form an integral part of the present CONTRACT.
1.2. “LICENSED IMAGES” mean photographs, visual representations generated optically, electronically, digitally or by any other means, including negatives, slides, films, impressions, original digital files, any copies of the same, or any other products protected by copyright, registered trademarks, patents or intellectual property rights, whose LICENCE for use has been granted to the licensee by STILLS IMAGE BANK, under the terms of the present CONTRACT. Any reference to LICENSED IMAGES in this CONTRACT is considered as applying to each one of the items of the LICENSED IMAGES both individually and as a whole.
1.3. “LICENSEE” means the entity which acquires a LICENCE under the present CONTRACT, and referred to as such in the INVOICE.
1.4. “END PRODUCT” means an end product or service which was created by the LICENSEE or in his/her name, which incorporates a Reproduction of the LICENSED IMAGES.
1.5. “REPRODUCTION” and “TO REPRODUCE” mean any form of copy or publication of all or a part of any LICENSED IMAGE, by any form or means, as well as its distortion, alteration, cut or manipulation, in whole or in part, and the creation of any work derived from it or which incorporates it.
1.6. “USER” means any employee or subcontractor of the LICENSEE, who:
a). Downloads, manipulates, edits, modifies or saves the digital file which contains the Licensed Material;
b). Is directly involved in the creative process, using the LICENSED IMAGE; or
c). Incorporates the LICENSED IMAGE in any work derived from it.
1.7. “ROYALTY-FREE”, means and applies to images with no need of extra authorisation to the LICENSEE for his free use and can be presented in the image name with the initials “RF”.
1.8. “RIGHTS-MANAGED”, means and applies to images with restrict usage rights only granted for the specific EDITORIAL use and can be presented in the image name with the initials “RM”. Other usage beyond EDITORIAL requires the acquisition of specific authorisation issued by STILLS IMAGE BANK on request.
1.9. “EDITORIAL”, means the usage of LICENSED IMAGES in a specific disclosure context of events as news or similar public interest.
1.10. “COMMERCIAL OR PROMOTIONAL”, means the usage of LICENSED IMAGES in any and all context that aims to promote or disclosure with commercial purposes or private interests.
2. Grant of licence.
2.1. STILLS IMAGE BANK grants the LICENSEE for two different options of use
a). ROYALTY-FREE (RF) images for a non-exclusive worldwide right, for the duration of the copyright over the LICENSED IMAGES identified in the Invoice, to REPRODUCE them without limit, using any and all means of communication, whatever the purpose, except for those prohibited in Paragraph 3 of the present Contract. The LICENCE may not be sub-licensed, transmitted or assigned in any way.
b). RIGHTS-MANAGED (RM) images, for a non-exclusive worldwide right, limited in time and use, for copyright duration over the LICENSED IMAGES identified in the Invoice, to REPRODUCE them without limit over a 10 years period, only for EDITORIAL usage except covers (magazine or book), excluding any and all COMMERCIAL OR PROMOTIONAL use and considering the exceptions for those prohibited in Paragraph 3 of the present Contract. The LICENCE may not be sub-licensed, transmitted or assigned in any way.
2.2. The rights difference applied to the LICENSED IMAGES are identified as cataloged in the PLATFORM being either ROYALTY-FREE or RIGHTS-MANAGED. In the LICENSED IMAGE name including the initials “RM” referes as RIGHTS-MANAGED and if no initials are mention, by omission, referes as ROYALTY-FREE.
2.3. It is determined as COMMERCIAL OR PROMOTIONAL use any and all application of the LICENSED IMAGE to illustrate or advertise brands, products, goods or services for commercial selling as well goods or money raise goals or any other private interest.
2.4. It is determined as EDITORIAL use the application of the LICENSED IMAGE to illustrate or disclosure of a specific event in a specific context as news or similar reference or public interest regarding proper respect of the reality and correct identifications.
2.5. If the LICENSEE wishes to use any LICENSED IMAGE for EDITORIAL usage in a very specific and unique news purpose, within a controlled and monitored disclosure and timeline it may contact STILLS IMAGE BANK trough the email account info@stillsimagebank.com in order to get a special deal and price proposal according to the LICENSEE’S described specifics.
2.6. If the LICENSEE wishes to do a COMMERCIAL OR PROMOTIONAL use of a RIGHTS-MANAGED image, it may contact STILLS IMAGE BANK trough the email account info@stillsimagebank.com in order to get the specific authorisation and correspondent adjust value price, assuring the proper author image rights as any other, personal or in representation fit to the END PRODUCT according to the LICENSEE’S described specifics.
2.7. The LICENSED IMAGES may be REPRODUCED by subcontractors of the LICENSEES in order to prepare the END PRODUCT, as long as said subcontractors agree to abide by the provisions of the present CONTRACT. It is the LICENSEE’s responsibility to ensure that they do.
3. Restrictions.
3.1. The LICENSEE may not:
a). Make the LICENSED IMAGES available (separately from the END PRODUCT) in any accessible way to anyone, other than authorised USERS; or
b). Make the LICENSED IMAGES available in any way intended to allow or invite third parties to download, extract, redistribute or access them as an autonomous file.
3.2. The LICENSEE may not, without the prior written consent of STILLS IMAGE BANK and without paying for additional LICENCES:
a). Include the LICENSED IMAGES in an electronic or any other kind of template, with the aim of them being REPRODUCED by third parties in electronic or printed products of any kind whatsoever.
3.3. The LICENSEE may not make any type of claim that he/she is the original creator of a piece of work which derives from a substantial part of the very individuality of the LICENSED IMAGES, nor make the LICENSED IMAGES available, particularly in the form of print, lithography or serigraphy.
3.4. The LICENSED IMAGES may not be incorporated into distinctive commercial signs, including trademarks, logotypes or business names, without the prior written consent of STILLS IMAGE BANK.
3.5. It is strictly prohibited to use the LICENSED IMAGES for pornographic and defamatory purposes or for any other illegal purpose, even if it is related, directly or indirectly, in context or juxtaposed, to a different specific material or theme.
3.6. In the event of the END PRODUCT being REPRODUCED on a website, the LICENSEE must include a clause in the website’s terms and conditions prohibiting the download, republication, retransmission, reproduction or any other use of the LICENSED IMAGES as an autonomous file.
3.7. If the LICENSED IMAGES are reproduced on a social networking platform or any other third party website:
a). The rights granted herein will be automatically revoked if the platform or the website try to exploit the rights associated with the LICENSED IMAGES contrary to the terms of this CONTRACT; and
b). If this should occur, the LICENSEE must, at the request of STILLS IMAGE BANK, remove the LICENSED IMAGES from said platform or website.
3.8. It is forbidden the usage of RIGHTS-MANAGED LICENSED IMAGES in any COMMERCIAL OR PROMOTIONAL use and context. This use is reserved only to the ROYALTY-FREE LICENSED IMAGES, unless than with an authorisation and written settlement acquired by the LICENSEE for it under specific conditions granted and issued by STILLS IMAGE BANK.
4. Authorship and Intellectual Property
4.1. Copyright: The issuing of the LICENCE under the present CONTRACT does not constitute the grant the LICENSEE any copyright or ownership right in respect of the LICENSED IMAGES. With the exception of the terms set out in the present CONTRACT, STILLS IMAGE BANK shall not grant the LICENSEE any other express or implicit right or licence in respect of the LICENSED IMAGES.
4.2. Registered trademarks: With regard to the use of the name “STILLS IMAGE BANK” or of any other trademarks or logotypes, including any possible names of the collections of all LICENSED IMAGES (“TRADEMARKS”), the LICENSEE acknowledges and accepts that:
a). Said TRADEMARKS are and must remain the property of STILLS IMAGE BANK or its partners;
b). Except when expressly necessary, and in order to satisfy the obligations of general responsibility under this CONTRACT, the LICENSEE shall not be granted any usage right over the TRADEMARKS; and
c). The LICENSEE may not, now or in the future, contest the validity of the TRADEMARKS of STILLS IMAGE BANK.
4.3. Credit of authorship of photographs: All the LICENSED IMAGES used in an editorial context must include the following words of recognition of the authorship next to them: “Name of the photographer/ STILLS IMAGE BANK” or as expressly indicated by STILLS IMAGE BANK. Where the LICENSEE omits the authorship credit, he/she will be charged an additional fee to a value of up to 100% (one hundred percent) of the LICENCE to be paid by the LICENSEE, depending on the decision of STILLS IMAGE BANK. The above-mentioned fee will be added to any other rights or compensations that STILLS IMAGE BANK may obtain under the law or in equity.
4.4. Notification of violations: The LICENSEE will immediately notify STILLS IMAGE BANK if he/she becomes aware or suspects that third parties, who may have obtained access to the LICENSED IMAGES through the LICENSEE, are using them illegally, in whole or in part, or are violating the intellectual property rights of STILLS IMAGE BANK, including, but not limited to the trademarks and copyright.
5. Guarantee and Limitation of Liability
5.1. STILLS IMAGE BANK warrants that:
a). The LICENSED IMAGES are in a perfectly usable condition, and the LICENSEE states that he/she is aware of and accepts their current condition. If, within 30 days, the LICENSEE informs STILLS IMAGE BANK of a defect in the LICENSED IMAGES in writing and substantiating his/her claim, the LICENSEE’s sole and exclusive right shall be the replacement of the LICENSED IMAGES with others of the same characteristics and price;
b). It holds all the necessary rights and authorisations to enter into and perform the present CONTRACT,
c). As long as the terms of the present CONTRACT are abided by, the use that the LICENSEE makes of the LICENSED IMAGES, (excluding any modifications, alterations or reallocations of the LICENSEE’s liability), shall not affect any copyright, moral right, registered trademark or other intellectual property right, and shall not violate any rights in terms of privacy or advertising; and
d). All the necessary model and/or property releases for the use of the LICENSED IMAGES authorised under this CONTRACT have been obtained. It shall be the LICENSEE’S responsibility to obtain and pay for any authorisations whenever STILLS IMAGE BANK informs him/her that the rights in question are not safeguarded.
5.2. STILLS IMAGE BANK does not give any guarantees with regard to the suitability of the LICENSED IMAGES for the purposes intended by the LICENSEE. STILLS IMAGE BANK declines liability in respect of the LICENSEE or any other person or entity for any loss that may be incurred as a result of using the LICENSED IMAGES other than as set forth in the terms of this CONTRACT.
5.3. STILLS IMAGE BANK declines all liability in respect of any Claims (“CLAIMS”) arising or resulting from:
a). Modification, alteration or reorientation by the LICENSEE, without the express authorisation of STILLS IMAGE BANK, in cases where the CLAIM would not have arisen if it had it not been for the modification, alteration or reorientation carried out by the LICENSEE;
b). The context in which the LICENSED IMAGES are used in the END PRODUCT, in cases in where the CLAIM would not have arisen if not in the aforementioned context including the proper COMMERCIAL OR PROMOTIONAL use or EDITORIAL use of the LICENSED IMAGES according with the specific criteria of being ROYALTY-FREE or RIGHTS-MANAGED;
c). The LICENSEE’S failure to comply with the terms of the present CONTRACT; or from the repeated use of the LICENSED IMAGES by the LICENSEE, after the LICENSEE has been warning by STILLS IMAGE BANK, or has become aware of the fact, that the LICENSED IMAGES are subject to a CLAIM on the grounds of infringement of third party rights.
5.4. For the purposes provided for in 5.3 (a), and under the terms of the present CONTRACT, no modification and/or transformation of the LICENSED IMAGES may be carried out without the express written authorisation of STILLS IMAGE BANK.
6. Indemnity
6.1. The LICENSED IMAGES provided may only be used in the terms set out in the present CONTRACT. If STILLS IMAGE BANK were to be held liable for any loss as a result of the use of the LICENSED IMAGES, the LICENSEE accepts that STILLS IMAGE BANK’S liability is limited to the value of the LICENCE.
6.2. The LICENSEE must defend, indemnify and protect STILLS IMAGE BANK, its respective partners and content suppliers, from all loss, liabilities and costs (including the payment of reasonable lawyers’ fees), arising or resulting from third party CLAIMS with regard to the LICENSEE’S use of the LICENSED IMAGES outside of the ambit of the present CONTRACT, or of any actual or alleged violation of the CONTRACT by the LICENSEE.
6.3. The party against whom a CLAIM is made must assume the responsibility of dealing with the CLAIM with a view to avoiding litigation, always aiming to resolve the CLAIM in a quick and consensual manner. If this is not possible, the other party must help defend his/her counter-party, as long as the CLAIM has not arisen as a result of failure to comply with the terms of this contract.
7. Condition of the LICENSED IMAGES.
The LICENSEE must examine and verify all the LICENSED IMAGES for possible defects (digital or other), before sending them for Reproduction. Pursuant to clauses 5.1 (a) and 6.1, STILLS IMAGE BANK shall not be liable for damage or loss incurred by the LICENSEE or any third party, whether directly or indirectly, resulting from actual or alleged defects of the LICENSED IMAGES or their respective captions or in any other way in the REPRODUCTION.
8. Electronic invoice; Overdue Invoices.
8.1. The LICENSEE agrees to receive electronic invoices from STILLS IMAGE BANK, via the email address provided to STILLS IMAGE BANK. In addition to the provisions of the following point, if the LICENSEE does not pay a STILLS IMAGE BANK INVOICE in full within the stipulated period, interest on arrears will be charged at the legal rate in force applicable to commercial transactions, on top of any amount outstanding, until payment has been made.
8.2. Late payment of the INVOICE shall necessarily and directly result in the non-issue of the LICENCE, and as such any and all use of the LICENSED IMAGES shall be considered unauthorised, with the LICENSEE facing civil and criminal liability charges.
9. Unauthorised use and termination
Any use of the LICENSED IMAGES which is not expressly authorised by the present CONTRACT (including, without limitation, the use of the LICENSED IMAGES by more than 5 USERS without buying licences for additional stations) constitutes a violation of copyright, allowing STILLS IMAGE BANK to exercise all its rights, as well as resorting to all the legally responsible entities and the competent legal means, under the legislation referring to copyright worldwide. The LICENSEE shall be liable for all loss resulting from the said violation of intellectual property rights, including any claims from third parties. In the event of improper use of the LICENSED IMAGES by the LICENSEE, STILLS IMAGE BANK similarly reserves the right to charge the LICENSEE for that use, and the LICENSEE hereby agrees to pay a value equal to 5 (five) times the value of the normal LICENCE which STILLS IMAGE BANK would charge for the authorised use of the LICENSED IMAGES. STILLS IMAGE BANK further reserves the right to terminate the present CONTRACT if the LICENSEE:
a). Enters into the CONTRACT after having been notified by STILLS IMAGE BANK of the unauthorised use of the LICENSED IMAGES;
b). Does not pay for the LICENCE in full within the time limit stated on the INVOICE; or,
c). Violates the terms of the present CONTRACT in any other way.
In the event of termination, the LICENSEE must immediately
d). Stop using the LICENSED IMAGES; and
e). Destroy or, if asked by STILLS IMAGE BANK to do so, return the LICENSED IMAGES.
10. Miscellaneous provisions.
10.1. Electronic storage
For all the LICENSED IMAGES received by the LICENSEE in electronic format, the LICENSEE must keep the copyright protection symbol, the name of STILLS IMAGE BANK, the name of the author of the LICENSED IMAGES, the identification number of the LICENSED IMAGES and any other information included in the electronic file which contains the LICENSED IMAGES (©, [author’s name], STILLS IMAGE BANK, [IDENTIFICATION No.]). The LICENSEE must have effective security and protection mechanisms against unauthorised access to the LICENSED IMAGES.
10.2. Removal
Following notification by STILLS IMAGE BANK or if the LICENSEE becomes aware that the LICENSED IMAGES may be the subject of a CLAIM for violation of third party rights and that STILLS IMAGE BANK may be held liable, STILLS IMAGE BANK may require the LICENSEE to immediately and at his/her own expense:
a). Stop using the LICENSED IMAGES;
b). Delete or remove the LICENSED IMAGES from his/her installations, computer and storage systems (electronic or physical); and
c). Certify that his/her clients take the same measures. STILLS IMAGE BANK will provide the LICENSEE, at no additional cost, equivalent LICENSED IMAGES (the decision as to what is considered equivalent shall be made by STILLS IMAGE BANK, on the basis of a reasonable commercial analysis), which shall be subject to the terms and conditions of the present CONTRACT.
10.3. Jurisdiction
The present CONTRACT shall be governed, in all aspects, by Portuguese Law. Any disputes related to or arising from the present CONTRACT or its respective application, or the commercial relationship between the parties may be settled through common judicial means, namely by using the Intellectual Property Court.
10.4. Autonomy of the Contractual Provisions
In the event of one or more provisions of the present CONTRACT being considered invalid, illegal or unenforceable, the validity, legality and enforcement of the remaining provisions shall not be affected.
10.5. Waiver
No conduct by either party, other than a written waiver, may constitute a waiver in relation to any provision of the present CONTRACT. A delay by either party in exercising his/her rights or prerogatives may not be considered as a waiver of such rights or prerogatives, and the isolated or partial exercise, by either party, of said rights or prerogatives shall not preclude future or additional exercises of that same right or prerogative. The occasional waiver of a right or prerogative in a certain situation may not be interpreted as a waiver or limitation of rights or prerogatives on any other occasion.
10.6. Contract
The present CONTRACT applies to all of STILLS IMAGE BANK’S clients and contains all the terms of the LICENCE. Terms and conditions may not be added or deleted unless proposed and accepted in writing by the authorised representatives of both parties. In the event of incoherence between the terms of the present CONTRACT and the terms included in a purchase order or another written communication sent by the LICENSEE, the terms of the present CONTRACT shall prevail.
10.7. Taxes
All Licences exclude any taxes or charges which the licensee may be liable for as a result of the use they make of the LICENSED IMAGES.
