THE FOLLOWING TERMS AND CONDITIONS (“LICENSE TERMS”) GOVERN YOUR RIGHT TO USE ANY PHOTOGRAPHIC IMAGES, GRAPHIC IMAGES, TEXT, CAPTIONS OR AUDIO-VISUAL FILES (COLLECTIVELY, “CONTENT”) THAT YOU ACCESS (WHETHER BY DOWNLOAD, SEPARATE ELECTRONIC OR WIRELESS DELIVERY, OR DELIVERY BY PHYSICAL MEDIA, COLLECTIVELY “ACCESS”) VIA THIS CRAVE LOCAL IMAGES WEBSITE (THE “SITE”). BY OBTAINING AN ACCOUNT FROM THE CRAVE LOCAL MEDIA NETWORK OR ONE OF ITS AFFILIATES (COLLECTIVELY, “CRAVE LOCAL”), AND BY ACCESSING ANY CONTENT FROM THIS SITE, YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THESE LICENSE TERMS.
These License Terms are binding obligations of You. “You” means: (a) the individual listed as the registrant of the account through which Site access privileges have been granted (“User”), and (b) if User is registered, as indicated in User’s account registration, on behalf of User’s employer, client or another third party (such employer, client or third party, a “Principal”), also such Principal. If User is acting on behalf of a Principal, then (a) User represents and warrants that User has the authority to bind, and has bound, such Principal to these License Terms; (b) the rights granted hereunder shall inure solely to the benefit of Principal to the exclusion of User; and (c) User agrees to be jointly and severally liable for any breach of these License Terms by Principal.
2. License Grants
a. Rights Limited to Those Expressly Granted.
You acknowledge and agree that You have no right to use, copy, publish, display, transmit, broadcast or otherwise exploit any Content except as expressly authorized in Sections 2.2, 2.3 or 2.4 of these License Terms, or as expressly authorized in a separate written agreement (a “License Agreement”) between You and Crave Local. Absent a License Agreement, Your authorization to use any Content must be evidenced by the issuance by Crave Local of a written invoice (an “Invoice”), which must include identification of the Content licensed, the prices and rates for use, and may include additional restrictions or limitations.
b. All Licenses Subject to Applicable Restriction.
2.2 Limited License for Layout, Comp or Preview Use:
Except as otherwise set forth in a License Agreement, upon Your Access of any Content via this Site, You are hereby granted, for a period of fifteen (15) days following the date You Access such Content, a non-exclusive, non-sublicensable, non-transferable and non-assignable right solely to evaluate whether You wish to obtain a non-“Preview Use” license for the Content. Such rights are subject to the following additional restrictions:
a. No Publication, Distribution or Broadcast.
The Content may be used (“Preview Use”) solely in temporary test, sample, comp, layout or rough cut evaluation materials (“Preview Materials”) of a proposed work. You may review the Content and Preview Materials internally; provided, however, that neither the Content nor any Preview Materials may be published displayed, transmitted, broadcast, exploited or in any way made accessible outside Your operations. Neither the Content nor any Preview Materials may under any circumstances be shared or made available to any third party or the public.
b. At-Will Termination.
Crave Local may terminate Your rights under this Section 2.2 with respect to any Content for any or no reason. Such termination shall be effective immediately upon notice from Crave Local. Upon such termination, You shall immediately cease all use of the Content and any Preview Materials in which such Content is used, and shall cause all persons in Your control to do the same.
2.3 Rights Managed Content.
A substantial majority of the Content is “rights managed” material that is licensed on a per-use basis (“Rights Managed Content”). Except for Content that Crave Local has expressly designated as “Royalty-Free”, all Content that You Access from this Site will be Rights Managed Content. If You have obtained, either through a License Agreement or an Invoice, the right to publish, display, transmit or broadcast certain Rights Managed Content, You are hereby granted a limited right to use such Rights Managed Content in the manner, via the media or platforms (“Licensed Platform”), and in the territories, expressly identified in the applicable License Agreement or Invoice, as the case may be. Such rights shall be on a nonexclusive basis except as expressly set forth in an License Agreement or Invoice, as the case may be.
2.4 Royalty-Free Content.
A limited amount of the Content may be “royalty free” material that is licensed for an unlimited number of uses for a one-time flat fee (“Royalty-Free Content”). No Content on the Site will be Royalty-Free Content unless it is expressly designated as such on the Site. If You have obtained, either through a License Agreement or an Invoice, the right to publish, display, transmit or broadcast Royalty-Free Content, You are hereby granted a limited, nonexclusive, perpetual worldwide right to use such Royalty-Free Content.
2.5 Reservation of Rights.
Crave Local and its licensors reserve all rights in and to the Content other than those rights that have been expressly granted to You in a License Agreement or these License Terms. Without limiting the generality of the foregoing, except as expressly granted in a License Agreement or in Sections 2.2, 2.3 or 2.4, You may not, directly or indirectly, sublicense any rights granted herein or redistribute any Content. In addition, You may not re-publish, re-display, re-transmit, re-broadcast or otherwise subsequently exploit any Content licensed hereunder, including in any re-purposing (such as compilations, online archives, screen shots), without a separate Invoice or License Agreement expressly authorizing such activities.
2.6 Unauthorized Use.
You agree to take all commercially reasonable efforts to prevent third parties from misappropriating or obtaining unauthorized access, use or transmission of the Content (collectively “Unauthorized Use”). In the event that You learn of an Unauthorized Use, You shall promptly and fully inform Crave Local of all facts known to You with respect to such Unauthorized Use. Crave Local may, at its own expense, institute any legal action or proceeding to obtain any relief permitted in law, equity or both, against any persons or entities causing, directly or indirectly, such Unauthorized Use, and if any such action or proceeding is instituted, You shall reasonably cooperate with Crave Local in connection therewith.
3. Additional Terms, Conditions and Restrictions on all License Grants
Except as expressly stated to the contrary in Your Invoice or License Agreement, Your rights under these License Terms and Your License Agreement are subject to the following additional terms, conditions and restrictions:
In connection with the exercise of Your rights granted under Section 2.2, 2.3 or 2.4, You may format the Content solely to permit the Content to be displayed on the Preview Materials or Licensed Platform, as the case may be, provided that You do not alter or compromise the editorial content or meaning of such Content. All such reformatted Content shall be treated as “Content” for the purposes of these Licensing Terms, and You hereby assign to Crave Local all right, title and interest You may have in and to such reformatted Content. Without Crave Local’s prior written authorization, You may not otherwise alter (including rotate, distort, or create derivative works of) the Content. Content to be used in derivative works must be licensed specifically for that purpose. A “derivative work” includes the use of all or part of the image in another work, such as a collage.
3.2 Editorial Use:
Crave Local is a for-profit editorial and brand marketing network, in the business of gathering and distributing news content, loyalty programs, and advertising. Accordingly, the substantial majority of Content licensing is for news or Editorial Use (defined in Section 8.8 below). The access provided to Crave Local members, associate members and new media subscribers, among others, covers solely Editorial Use. Accordingly, if You have obtained, either through a License Agreement or an Invoice, the right to publish, display, transmit or broadcast any Content, such Content is licensed solely for Editorial Use unless such License Agreement or Invoice expressly grants non-Editorial Use rights. All Editorial Use rights are subject to the provisions of Section 5.2. Additionally, all Editorial Use of the Content is subject to the following restrictions:
a. Duration of Publication:
Each Content element may only be published, displayed or broadcasted one time in the Licensed Platform as set forth in the Invoice or License Agreement. If Your Licensed Platform is a website or wireless interactive service, You shall be entitled to publish and/or display such Content for no longer than fourteen (14) days following the date You Access such Content unless otherwise indicated in your License Agreement or Invoice.
b. No Commercial Use.
The Content may not be used for any Commercial Use, including any promotional, advertising or merchandising use. The Content may not be incorporated into a logo, trademark or service mark, or used in any way to suggest an affiliation with or endorsement of any product, service or commercial or non-commercial enterprise.
You shall include the captions and/or text story associated with each Content element within the standard screen view of such Content on the Licensed Platform, provided that this provision shall not apply to use of the Content in broadcast or streaming broadcast productions.
You shall include the credit line set forth in the metadata for any Content. If no credit line is included, You shall use the following credits:
For photos: Visual representation of the “Crave Local” logo on the photo, or immediately below, the words “Crave Local Network” and the photographer’s byline.
For graphics: Visual representation of the “Crave Local” logo on graphic, or immediately below, the words “Crave Local Network”.
For audio: On-screen visual representation of “Crave Local Audio”.
For video: Visual representation of the “Crave Local” logo on each frame of Crave Local video, or immediately below, the words “Crave Local Network”.
Except for the credits set forth above, You may not use the trademarks or service marks of Crave Local without Crave Local’s prior written consent.
e. Copyright Notice.
You shall display the copyright notice included in the Content metadata in all uses of the Content. If no such copyright notice is included in the metadata, You shall use the following notice: “© [Year] Crave Local Network.” The year of the copyright must be updated year by year.
3.3 Content Protection Systems.
For the protection of Crave Local and its licensors, Content may be protected by copyright protection, management and/or identification measures (“Content Protection Systems”). Such measures may include encryption devices and digital watermarking and/or may permit electronic tracking of Content. Except as expressly authorized in a License Agreement, You are prohibited from disabling, interfering or otherwise circumventing any and all Content Protection Systems.
Except as expressly authorized by Crave Local in writing, You may not make any archival files of the Content. You may store the Content on Your systems solely as permitted in Your Invoice or License Agreement. In the event that such term is not included in the Invoice or License Agreement, You may be permitted to store a copy of the Content for no longer than 30 days following the date You Access such Content. All permitted archiving of the Content must retain all copyright notices and protection mechanisms employed by Crave Local or on behalf of Crave Local. Upon the termination or expirations of Your rights with respect to a Content element under an Invoice or a License Agreement, You agree to cease all use of such Content and shall promptly delete or destroy any digital copies, except that You may retain one copy of the work You create incorporating the Content solely as necessary for archival purposes.
3.5 Resolution of Photographic Images.
If the Content is or includes a digital photographic or graphic images (“Images”), then You must adhere to the following restrictions:
If Your Licensed Platform is a website, then (i) “thumbnail” versions of such Images may not be displayed on the Licensed Platform at dimensions greater than 1.8 inches by 1.2 inches, resolutions greater than 130 pixels by 84 pixels, and at files sizes greater than 50 kilobytes, and (ii) “full sized” versions of such Images may not be displayed on the Licensed Platform at dimensions greater than 6.2 inches by 4.1 inches, resolutions greater than 450 pixels by 300 pixels, and at files sizes greater than 450 kilobytes.
b. Wireless Devices.
If Your Licensed Platform is a wireless device, then such Images may not be displayed on the Licensed Platform at dimensions greater than 1.8 inches by 1.2 inches, resolutions greater than 130 pixels by 84 pixels, and at file sizes greater than 50 kilobytes.
4. Cancellation and Termination
4.1 Crave Local may terminate any license granted hereunder or in any License Agreement at any time for any reason whatsoever immediately upon notice to You. In such event, Your sole remedy in such event shall be to receive the amounts You actually paid to Crave Local in respect of such Content. 4.2 Additionally, any and all rights You have to use the Content shall immediately terminate upon notice from Crave Local in the event of any breach or violation of provisions of the Content License, including if the Invoice is not paid in full on time.
5. Disclaimers and Limitations on Liability
THE CONTENT IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, CRAVE LOCAL, ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE CONTENT, THE SUBJECT MATTER DEPICTED OR INCLUDED IN THE CONTENT, THE TEXT AND/OR CAPTIONS PROVIDED WITH THE CONTENT IMAGES AND ANY OTHER PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THIS SITE, WHETHER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (2) OF NON-INFRINGEMENT AND TITLE; (3) THAT THE CONTENT WILL SATISFY YOUR REQUIREMENTS OR EXPECTATIONS; AND (4) THAT THE INFORMATION, DATA OR MATERIALS PRESENTED OR DISPLAYED ON THIS SITE ARE CORRECT, ACCURATE OR RELIABLE. No employee or representative of Crave Local is authorized to make, and You shall not rely upon, any representations or warranties other than those expressly set forth herein.
5.2 Concerning Subject Matter Elements.
a. With respect to Your right to make Editorial Use of Content, You may only publish, display, transmit, broadcast such Content if and to the extent that the depiction or inclusion of any names, personalities, trademarks, service marks, logos, music, sound recordings, registered or unregistered copyrighted designs or works of authorship (collectively, “Subject Matter”) included in such Content constitutes “fair use” (as such term is defined by the laws of the United States) in the jurisdiction in which You publish, display, transmit and/or broadcast such Content. To the extent Your intended use of Subject Matter is not Editorial Use or not protected by “fair use” (or similar doctrines in other jurisdictions) in the jurisdiction where You intend to use the Content that depicts or includes such Subject Matter, Your right to use such Content is conditioned upon Your first obtaining all necessary permissions, licenses, clearances and/or releases for Your intended use. You shall ensure that Crave Local and its licensors are beneficiaries of such permissions, licenses, clearances and/or releases, and You shall indemnify and hold Crave Local and its licensors free and harmless from any claims arising from Your use of the Content that are brought or asserted from any person or entity alleging rights in or to the Subject Matter. You are solely responsible for determining whether or not “fair use” or similar doctrines apply in various jurisdictions and/or whether any permissions, licenses, clearances and/or releases are required in connection with any proposed use of the Content. If You are unsure, You are responsible for contacting competent legal counsel.
b. Except as expressly set forth in Section 4.2.c, neither Crave Local or its licensors obtain any permissions, licenses, clearances and/or releases for the use of any Subject Matter depicted or included in any of the Content. c. Without limitation to the generality of Section 4.2.a, the metadata to a Content element may indicate that there is one or more releases covering a model or property depicted in such Content. Upon Your request, Crave Local will make a copy of such release available to You, redacting (at Crave Local’s election) any personally identifiable information until such time as You have purchased rights in said Content. Notwithstanding the foregoing, Crave Local and its licensors disclaim all representations and warranties as to the effectiveness or sufficiency of such releases, or as to whether any additional permissions, licenses, clearances and/or releases may be necessary in respect of such Content. d. Although efforts have been made to correctly caption, and/or include metadata tags to, the Content, neither Crave Local nor its respective licensors warrant that such information is accurate.
Although Crave Local and its licensors endeavor to obtain the accuracy, completeness and reliability of the captioning, metadata tags and other information appurtenant to each Content elements, Crave Local and its licensors disclaim all representations and warranties concerning the accuracy, completeness and/or reliability of such material. You assume all risk and responsibility relying on such information.
5.3 LIMITATIONS ON LIABILITY
UNDER NO CIRCUMSTANCES SHALL CRAVE LOCAL, ITS LICENSORS, BE LIABLE FOR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE CONTENT, THE SUBJECT MATTER DEPICTED OR INCLUDED IN THE CONTENT, THE TEXT AND/OR CAPTIONS PROVIDED WITH THE CONTENT AND ANY OTHER PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THIS SITE. IN NO EVENT SHALL CRAVE LOCAL, ITS AFFILIATES’ AND/OR THEIR RESPECTIVE LICENSORS’ LIABILITY (CALCULATED IN THE AGGREGATE) TO YOU FOR ANY CLAIM ARISING WITH RESPECT TO ANY CONTENT EXCEED THE AMOUNT CRAVE LOCAL ACTUALLY RECEIVED FROM YOU IN RESPECT OF SUCH CONTENT. THIS LIMIT WILL NOT BE ENLARGED BY THE EXISTENCE OF MORE THAN ONE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE RIGHTS GRANTED TO YOU HEREUNDER. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE RIGHTS GRANTED HEREUNDER OR IN ANY LICENSE AGREEMENT.
You hereby agree to indemnify, defend and hold harmless Crave Local and its licensors and their officers, directors, employees, agents or representatives from and against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, losses, or expenses, including attorneys’ fees and costs, arising out of or in any way connected with (a) Your Access to, or use of, the Content (including, the text and/or captions provided with any Content and the Subject Matter depicted or included in any Content) in violation or breach or alleged violation or breach of any term, condition, representation or warranty contained in the Content License, including these License Terms, (b) or Your violation, alleged violation or misappropriation of any intellectual property right (including trademark, copyright, patent, trade secrets) or non-proprietary rights of a third party (including defamation, libel, violation of privacy or publicity) or any other applicable laws or regulations, or (c) Your modification of any Content, or use of any Content in combination with any other text, images, content or other materials material.
7. Payment Terms
7.1 General Terms.
You agree to pay Crave Local for all Content that You obtain from this Site, regardless of whether You use such Content. Unless otherwise agreed to in an Invoice or License Agreement, no rights in or to the Content become effective until You have paid in full all amounts due in the License Agreement or Invoice, as the case may be. All amounts due are payable within thirty (30) days from the date on the Invoice. A finance charge of one and a half percent (1.5%) per month or the maximum interest permitted by law, whichever is less, will be applied on any balances unpaid after thirty (30) days. The maximum amount permitted by state law shall be imposed on each returned check.
You are responsible for the payment of all sales, use or other taxes arising from Your use of the Content and/or any payments made in respect thereof. All payments of the fee hereunder shall be exclusive of all such taxes.
7.3 Unauthorized Use.
In the event that You use of any Content outside the scope of the rights granted in these License Terms or pursuant to a License Agreement, You agree, without prejudice to any other rights or remedies available to Crave Local and/or its licensors, to pay within thirty (30) days of such unauthorized use an amount equal to ten (10) times Crave Local’s then-current rate card or standard rate. You acknowledge and agree that this Section is an essential condition of the rights granted to You hereunder. This Section is severable and shall survive any termination or expiration of the rights granted hereunder.
8.1 Photo Eliminations, Withdrawals, Kills and Corrections.
You will promptly process all photo eliminations, withdrawals, kills and corrections contained in this Site or of which Crave Local otherwise notifies You.
8.2 Illegal Use, Defamation, Political Agendas, Integrity of Crave Local and the Content.
You are prohibited from making any unlawful use the Content. You are prohibited from using the Content in any jurisdiction where doing so would violate applicable defamation, libel, commercial disparagement, privacy and other community standards prevailing in said jurisdiction. You are prohibited from using the Content to suggest an affiliation with or endorsement of any political party, person or entity, or in any manner that promotes a partisan agenda or advocates illegal or immoral activities. You are prohibited from using the Content in any pornographic manner. You are prohibited from disparaging or impugning the integrity of Crave Local or any of its products or services.
At Crave Local’s request, You will provide access to the Licensed Platform(s) in order for Crave Local to confirm Your compliance with the Content License. Such access shall be without charge. Additionally, Crave Local may inspect any of Your records, accounts and books relating to the licensing of the Content, upon reasonable notice to You, to ensure that You are using the Content in accordance with the Content License. If Crave Local, in its sole discretion, has reason to believe or suspects that You have been using or is using the Content in violation of the Content License, Crave Local may demand that Licensee sign an affidavit that its use has been and is compliant with the Content License.
The rights granted hereunder are not assignable and non-transferable by You without Crave Local’s prior written consent. Any attempted assignment or transfer of the rights granted hereunder in contravention of this provision shall be null and void. Any permitted assignment or transfer shall inure to the benefit of, and be binding upon, any permitted transferees.
If any provision of these License Terms or the Content License is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these License Terms and/or the Content License, as the case may be, and will not affect the validity and enforceability of the remaining provisions. The affected provision shall be modified to the extent necessary to make it lawful, not void or enforceable, as the case may be, in such a manner as comes closest to preserving the intentions of such provision.
8.6 Governing Law; Jurisdiction; Disputes.
These License Terms and the Content License will be governed and construed in accordance with the laws of the State of Florida without regard to its conflicts of law provisions. Neither these License Terms nor the Content License shall be governed by the United Nations Convention on Contract for the International Sale of Goods, the application of which is expressly disclaimed. You agree to submit to the jurisdiction of the state and federal courts located in Orlando in the State of Florida. You agree not to bring any of action relating to the use of the Content or the interpretation of these License Terms and/or the Content License in any court in any jurisdiction other than the state and federal courts located in Orange County, State of Florida. Crave Local shall have the right to commence and prosecute any legal or equitable action or proceeding before any US or non-US court of competent jurisdiction to enforce these License Terms and the Content License. In any dispute between You and Crave Local where Crave Local prevails, Crave Local shall be entitled to recover its reasonable attorney fees, court costs, disbursements, and other legal expenses.
These License Terms and the Content License may not be amended or modified except pursuant to a written agreement executed by duly authorized representatives of both You and Crave Local.
The headings used in these License Terms are used for convenience only and are not to be considered in construing or interpreting these License Terms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” shall be construed to have the same meaning and effect as “and/or.” The words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to these License Terms. In addition, the following terms will be given the following definitions when used in these License Terms, any Invoice and on this Site:
“Commercial Use” means the use of an image to advertise, market or promote a product, service or entity.for advertising, promotion, marketing, merchandising, raising of funds, or in any way endorsing any good or service.
“Editorial Use” means the use of an image for editorial, factual, educational, news, informational and/or historical purposes, including in order to depict persons, places or event of public interest.
“Electronic Rights” means:
For Textbooks and Editorial Books: The right to display Content elements published in an ink-on-paper Textbook or Editorial Book in electronic editions of said Textbook or Editorial Book with the same titles, whose material is substantially identical to the material published Your ink-on-paper editions.
For Magazines: The right to display Content elements published in the ink-on-paper Magazines in electronic editions of said Magazines (i.e., identical brand), whose material is substantially similar to the material published Your ink-on-paper editions.
“One-Time Use” means the one-time display or publication of a Content element by You in the Licensed Platform identified in the Invoice or License Agreement. The reuse of that Content element, whether or not in the same Licensed Platform, requires a separate license. Unless an Invoice or License Agreement expressly permits “Repeated Use,” all rights to Content elements are solely for One-Time Use.
“Personal Use” means the private display of an image print in a non-public setting solely for an individual’s personal appreciation.
“Repeated Use” means the ongoing or repeated use of a Content element by You in the Licensed Platform as expressly permitted in an Invoice or License Agreement.