This is a legal agreement (“Agreement”) between ImageDuniya and you
for the purchase of the right to use images found in our image library. ImageDuniya is a limited
company whose registered address is Fl#3 ViswanathKrupa, Parwati, Pune 411009. ImageDuniya's email address is: email@example.com
Last updated: 24th May, 2016.
In this Agreement the following definitions apply:
1.1 "Licensed Material" means any image which is licensed to the Licensee by ImageDuniya 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
1.2 "Licensee" means the entity purchasing a licence hereunder.
1.3 "Invoice" means the computer-generated or pre-printed standard form invoice provided by ImageDuniya setting out theImageDuniya licensing company and the terms agreed with the Licensee. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.4 "New Work" means an end product or service that has been created by or on behalf of the
Licensee using independent skill and effort and that incorporates a Reproduction of the
Licensed Material as well as other material.
1.5 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a
part of any Licensed Material, via any medium and by whatever means, the distortion,
alteration, cropping or manipulation of the whole or any part of the Licensed Material, and
the creation of any derivative work from, or that incorporates, the Licensed Material.
1.6 "User" means any employee or subcontractor of the Licensee who: (i) downloads,
manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is
otherwise directly involved in the creative process utilising the Licensed Material; or (iii)
incorporates the Licensed Material within any derivative work.
Grant of Rights and Restrictions.
Subject to the terms of this Agreement:
You may use the images for:
1 ImageDuniya grants to Licensee a non-exclusive, non-sublicensable and non-transferable right to use and Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the terms of this Agreement.
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 and Restrictions. Licensee may utilise the Licensed Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions, including as set forth in Section 2.1 above. Licensee may license and/or transfer ownership of any Licensee Work (but not any Licensed Material contained therein) as part of any distribution process as may be necessary or appropriate for the intended use specified in the Rights and Restrictions solely as part of the distribution process contemplated in the Rights and Restrictions in connection with the intended use specified therein.
3 Unless additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate licence agreement, Editorial Licensed Material may not be used for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement use of Licensed Material in an "editorial" manner means use relating to events that are newsworthy or of public interest and expressly excludes any advertorial sections (i.e. sections or supplements in relation to which Licensee receives a fee from a third-party advertiser or sponsor).
4 Editorial Licensed Material may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be altered.
5 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, ImageDuniya does not warrant the accuracy of such information.
6 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
7 If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person (except for Editorial Material used in an editorial manner), Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
8 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of ImageDuniya.
9 Licensee may not make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.
10 Editorial Licensed Material may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Licensed Material and/or the Licensee Work on mobile devices, without obtaining the prior written consent of ImageDuniya, which consent might require payment of an additional Licence Fee. For clarification, this restriction on mobile use is not breached if Licensed Material that is licensed for website use can be viewed via mobile devices in a "pull" (as opposed to "push") fashion, provided it is not so specifically modified, reconfigured or repurposed for this purpose.
11 Unless otherwise specified in the Rights and Restrictions, Licensee may not, directly or indirectly, Reproduce the Licensee Work in any secondary Reproductions, such as compilations, screen shots, in-context promotions or on file-sharing or social networking websites such as YouTube, Facebook, MySpace, Bebo etc.
12 Licensed Material shall not be used contrary to the Rights and Restrictions.
13 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorised to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 2.13 shall excuse Purchaser's obligation to make payment to ImageDuniya of the Licence Fee.
14 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material.
15 If the Rights and Restrictions allow Reproduction of the Licensee Work on a website, Licensee shall post terms and conditions on its permitted websites that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
16 If the Rights and Restrictions include use on any social media platform or other third party website; (i) such rights shall automatically be revoked in the event that the platform or website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement and (ii) in such event, upon ImageDuniya’ request, Licensee shall remove any Licensed Material from such platform or website.
Who owns the content? All of the licensed content is owned by either ImageDuniya.com or the artists who supply the content. All rights not expressly granted in this agreement are reserved by ImageDuniya.com and the content suppliers.
Indemnification of ImageDuniya.com by you. You agree to defend, indemnify and hold harmless ImageDuniya.com and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.