Terms and Conditions
Defined Terms
"Content" means all images including digital images, transparencies,
negatives, and related metadata, text, captions or information provided
for the purposes of reproduction for a fee on a per-use basis.
"Reproduction"
and and "Reproduce" mean any form of copying or publication of the
whole or a part of any Content, via any medium and by whatever means.
"Invoice"
means a computer-generated or pre-printed invoice provided in paper or
electronic form by Icon Sports Media without limitation, the permitted
scope of use of Content selected by Licensee, any limitations on the
license in addition to those specified herein and the corresponding
price for the license of such Content. The Invoice shall be incorporated
into this Agreement and all references to the Agreement shall include
the Invoice.
Grant of License and Restrictions
Unless stated otherwise in writing, Icon Sports Media grants to Licensee
a non-exclusive, non-sublicensable and non-assignable right to use and
Reproduce Content identified in the Invoice, solely to the extent
explicitly stated in this Agreement. Use of Content is strictly limited
to the medium, period of time, print run, placement and size of Content,
territory and any other restrictions specified in the Invoice.
Content
may contain listed restrictions of use (either on the Invoice, a
specific Content web page, and/or editorial list), including, without
limitation, restrictions as to time, manner, industry and territory of
use.
Content may only be used in an editorial manner, relating
to events that are newsworthy or of public interest, and may not be used
for any commercial, promotional, advertising or merchandising use.
While
Icon Sports Media makes efforts to correctly caption the subject matter
of the Licensed Material, Icon SMI does not warrant that such
information is accurate.
Content may not be used as a trademark,
or for any pornographic or unlawful purpose or use of any kind.
Defamation of any person, or to violate a person's right to privacy or
to infringe upon any copyright, trademark or trade name of any kind is
strictly prohibited.
Content may be cropped but shall not, under
any circumstances, otherwise be rotated, altered, changed or tampered
with, either manually or electronically, without express written
permission from Icon SMI.
Licensee grants to Icon Sports Media
the irrevocable, perpetual, royalty-free, non-exclusive right and
license to use Licensee's End Use of Content solely for the promotion of
Icon SMI and use of Icon SMI Content. For purposes of this paragraph,
"End Use of Content" shall mean any end product produced by Licensee
pursuant to this Agreement, including but not limited to use in
magazines, books, feature films, television productions, and other
print.
Photo Credit and Copyright
Icon Sports Media and/or its contributing photographers, Content
Providers or third-party image partners, own all copyrights in the
Content. No ownership or copyright in any Content shall pass to Licensee
by the issuance of the License contained in this Agreement. Except as
expressly stated in this Agreement, Icon SMI grants Licensee no right or
license, express or implied, to the Content.
Photo Credit:
In respect to Editorial use of Content, the following photo credit must
appear adjacent to the use of Content: "[Photographer's
Name]/[Third-Party Image Partner, if any]/Icon SMI" or as otherwise
specified on the specific Content web page. If Licensee omits the proper
credit, Licensee will be charged triple the original license fee.
Releases:
Icon Sports Media gives no rights and makes no warranties with regard
to the use of people, names, trademarks, logos, registered, unregistered
or copyrighted designs or works of art depicted in any Content. Unless
otherwise agreed in writing, no model, property, team logo, trademark or
other releases are delivered by Icon SMI in connection with the
delivery of Content. Licensee bears the responsibility of obtaining all
necessary individual, property, team logo, trademark and other releases,
approvals and clearances from third parties prior to using the Content.
Trademarks: Except for credits as required above,
Licensee may not use the trade names, trademarks, logos or service marks
of Icon Sports Media, Inc. without express prior written permission.
Notice of Violations:
Licensee will immediately notify Icon Sports Media once it is made
aware of or suspects that any third party is wrongfully using the
Content, in whole or in part, or is violating any of Icon Sports Media's
intellectual property rights, including, but not limited to, Marks and
copyrights.
Warranty and Limitation of Liability
Icon Sports Media and its Content Providers make no warranty of any
kind, express or implied, regarding the a) Content, b) caption
information, c) any third party digital delivery systems, d) the
availability and operation of any third-party equipment, software or
service, e) continued access and operation or availability or
interruption of this digital archive and delivery platform or any rights
and licenses under this Agreement. Icon Sports Media will not be liable
for any damages arising from the use of this Site or unavailability of
the Site, including, but not limited to, lost profits and direct,
indirect, incidental and consequential damages.
Indemnification
Licensee: Licensee shall defend, indemnify and hold Icon Sports
Media and its respective officers, directors and employees harmless from
all damages (except punitive damages), liabilities, and expenses
(including reasonable legal fees and permitted and authorized costs),
arising out of or as a result of claims by third parties relating to
Licensee's use of any Content or any breach of this Agreement.
Icon Sports Media, Inc:
Provided Content is only used in accordance with this Agreement and
Licensee is not otherwise in breach of this Agreement, Icon Sports Media
agrees to indemnify and hold Licensee and its parent, subsidiaries, and
commonly owned or controlled affiliates and their respective officers,
directors and employees harmless from all damages (except punitive
damages), costs, and expenses (including reasonable legal fees and
permitted and authorized costs), arising out of or connected with any
actual or threatened lawsuit, claim or legal proceeding alleging that
the possession, distribution or use of the Content by Licensee pursuant
to and in accordance with this Agreement infringes on any copyright of
any third party. The foregoing states Icon SMI's entire indemnification
obligation under this agreement and licensee's sole and exclusive remedy
for any alleged or actual breach of the representations and warranties
set forth in the section above.
Miscellaneous
Unauthorized Use: Any use of Content in a manner not expressly
authorized by this Agreement or in breach of a term of this Agreement
constitutes copyright infringement, entitling Icon Sports Media to
exercise all rights and remedies available to it under copyright laws
around the world. Icon SMI in its sole discretion reserves the right to
bill Licensee (and Licensee hereby agrees to pay) ten times the license
fee for unauthorized use of Content. This statement in no way limits
Icon SMI's rights or the rights of an Icon Content Provider or
third-party image partner or remedies said parties can seek in
connection with the unauthorized use of Content or breech of this
Agreement.
Overdue Invoices: If Licensee fails to pay
Icon Sports Media's invoice in full within the time specified in the
Invoice, Icon SMI may add a service charge of one and one half percent
(11/2 %) per month or the greatest amount as is allowed by law, on any
unpaid balance until payment is received. Icon SMI also reserves the
right, in its sole discretion, to revoke the license if payment is not
made in full on time.
Electronic Storage: For all Content
that Licensee takes delivery of in electronic form, Licensee must
retain the copyright symbol, the name of Icon Sports Media and the image
number or other identification number associated with the Content as
may be included as part of the electronic file. Licensee will make
reasonable effort to safeguard against unauthorized third party access
to the Content. Upon the expiration or earlier termination of this
Agreement, Licensee shall promptly delete the Content from its computer
or other electronic storage systems and shall ensure that its
sub-contractors do likewise.
Governing Law and Venue:
This Agreement shall be interpreted, construed and governed by the laws
of the State of California, USA and shall not be governed by the 1980
United Nations Convention on Contracts for the International Sale of
Goods, the application of which is expressly disclaimed. Venue for all
disputes arising under this Agreement shall lie exclusively in the state
and federal courts located in California. In the event of a dispute
over breach of the Agreement between Icon Sports Media Inc. and Licensee
where Icon SMI prevails, Icon Sports Media shall be entitled to recover
its reasonable legal expenses and court costs.
No Waiver Or Severability:
No action by Icon Sports Media, other than an express written waiver or
amendment, may be construed as a waiver or amendment of any of these
Terms. If any clause in these Terms is found to be unenforceable,
wherever possible, this will not affect any other clause and each will
remain in full force and effect. We reserve the right to change these
Terms, the Content displayed on this Site, any license or product prices
contained on the Site and any information or license terms without
prior notice.