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Comping License Agreement for Rights Managed Images and Royalty-Free Images

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PHOTOASIA PICTURE LIBRARY. PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING AND/OR USING ANY IMAGE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT DOWNLOAD OR USE ANY IMAGES CONTAINED IN THIS SITE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER AND/OR PRINCIPAL, THIS LICENSE AND ALL THE RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AND/OR PRINCIPAL AS WELL AS TO YOU AS A REPRESENTATIVE AND/OR AGENT OF YOUR EMPLOYER AND/OR PRINCIPAL. YOU HEREBY FURTHER WARRANT AND REPRESENT TO PHOTOASIA THAT YOU HAVE FULL AND EXPRESS AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER AND/OR PRINCIPAL AND THAT YOU WILL NOT USE ANY IMAGE OBTAINED FROM PHOTOASIA FOR THE BENEFIT OF ANY OTHER PERSON OR ENTITY WITHOUT ENTERING INTO A SEPARATE LICENSE WITH PHOTOASIA.

ALL THE IMAGES INCLUDED IN THIS SITE ARE COPYRIGHTED AND ALL RIGHTS TO THESE IMAGES ARE OWNED BY PHOTOASIA AND/OR ITS LICENSORS. BY THE PRESENT AGREEMENT YOU ARE ONLY GRANTED THE LIMITED RIGHT TO USE THE IMAGES FOR COMPS AND LAYOUTS IN ACCORDANCE WITH THE TERMS OF THE PRESENT AGREEMENT. ALL RIGHTS THAT ARE NOT SPECIFICALLY GRANTED TO YOU BY THIS AGREEMENT ARE RESERVED.

1. Grant of license for comping use only

1.1 By this Agreement, PhotoAsia grants to you, for a period of thirty (30) days (hereinafter the "Term"), a non-exclusive, non sub-licensable, non assignable and non-transferable right to use the images you have selected (hereinafter "the Images") solely for internal evaluation and/or to create preliminary layouts and comps. You may make only one copy of the Images into your personal computer for the limited purposes of examination and preliminary layouts and comps. You hereby agree upon expiration of the Term to immediately stop using the Images and destroy any digital copy of the Images.

2. Unauthorized uses

2.1 By the present agreement, you ARE NOT granted the right to:

1. use the Images in any final materials including but not limited to, advertising, marketing, editorial materials or any other commercial application of the Images.
2. sublicense, sell, distribute or make available for use or distribution, by any means, the Images whether in whole or in part.
3. place and distribute the Image in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review).
4. use the Images for any form of pornography, or in a libelous, defamatory, fraudulent, infringing or other illegal manner.
5. use the Images or allow the use of the Images in any way that violates the right to privacy or publicity.
6. use the Images outside the parameters of use stated in Section 1 above.

2.2 Without limiting PhotoAsia's rights on the Images, any unauthorized use of the Images constitutes copyright infringement entitling PhotoAsia to exercise all rights and remedies under applicable copyright laws and treaties.

2.3 You agree to indemnify and hold PhotoAsia and its licensors harmless from any and all claims, liabilities, damages, costs and expenses including lawyer's fees, arising from any unauthorized use of an Image.

3. Severability

3.1 Should any provision of this Agreement be found invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected and shall remain in full force and effect.

4. Law and venue

4.1 This Agreement, and all matters collateral thereto, shall be governed by and construed in accordance with the laws of Malaysia, excluding the application of its conflicts of law rules, and any dispute arising hereunder shall be litigated solely in a court of competent jurisdiction in Malaysia. Notwithstanding the foregoing, this provision shall not prevent PhotoAsia, from addressing any competent court, tribunal or venue to which it might be entitled, in order to seek for interim measures or any other legal remedies.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.

License Agreement for Rights-Managed Images

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PHOTOASIA. PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING AND/OR USING ANY RIGHTS MANAGED (RM) IMAGE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT DOWNLOAD OR USE ANY IMAGE CONTAINED IN THIS SITE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER AND/OR PRINCIPAL, THIS LICENSE AND ALL THE RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AND/OR PRINCIPAL AS WELL AS TO YOU AS A REPRESENTATIVE AND/OR AGENT OF YOUR EMPLOYER AND/OR PRINCIPAL. YOU HEREBY FURTHER WARRANT AND REPRESENT TO PHOTOASIA THAT YOU HAVE FULL AND EXPRESS AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER AND/OR PRINCIPAL AND THAT YOU WILL NOT USE ANY RIGHTS MANAGED IMAGE OBTAINED FROM PHOTOASIA FOR THE BENEFIT OF ANY OTHER PERSON OR ENTITY WITHOUT ENTERING INTO A SEPARATE LICENSE WITH PHOTOASIA.

ALL IMAGES ARE COPYRIGHTED AND ALL RIGHTS TO THESE IMAGES ARE OWNED BY PHOTOASIA AND ITS LICENSORS. PHOTOASIA RETAINS ALL RIGHTS NOT SPECIFICALLY GRANTED TO YOU BY THIS AGREEMENT. YOUR RIGHT TO USE ANY RIGHTS MANAGED IMAGE IS SUBJECT TO YOUR FULL PAYMENT OF THE LICENSE AND THE RESTRICTIONS SET FORTH IN THIS AGREEMENT.

1. Definitions

1.1 In this Agreement the following terms should have the following meanings:

RM Image (Rights Managed Image): means any visual representation generated optically, electronically, digitally or by any other means and which is licensed by PhotoAsia according to the terms of the present License agreement.

Invoice: means the computer generated or pre-printed invoice which includes without limitations the permitted scope of use of the RM Images selected and the corresponding price for the license of such RM Images.

Reproduction: means any form of copying or publication of the whole or part of any RM Image by any means whatsoever. Reproduction shall also include any distortion or manipulation of the whole or part of any RM image.

2. Rights Granted

2.1 Conditioned upon your full payment of the license and your compliance with the terms of the Invoice and this Agreement (including all restrictions), PhotoAsia grants You a non-exclusive (unless otherwise stated in the Invoice), non-sublicensable, non-transferable right to reproduce the RM Images listed in the Invoice in accordance with the reproduction rights granted and specified in the Invoice.

2.2 The rights hereby granted to you are non-transferable which means that any work that you produce using an RM Image must be for your own use, or for the use of your direct employer or client, who must be the end-user of your work (as long as all relevant data pertaining to any such end-user is clearly stated in the Invoice for having been provided to PhotoAsia prior to licensing). In any such event, You hereby agree to be jointly and severally liable for any breach of the terms hereof by your employer and/or client.

2.3 Unless otherwise specified on the Invoice, the license granted on the RM Images are strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified on the Invoice, which is incorporated into this agreement by this reference, and as incorporated together with this agreement constitutes the full license granted.

2.4 Unless otherwise stated in the Invoice, all licenses on the RM Images are granted for a one time use, in a single publication, single size, single territory, in one single language, and for a term of one (1) year from the date the applicable Invoice is issued.

2.5 All rights not specifically granted to You are reserved. The license fee on the RM Images depends on the nature of the rights granted, therefore You undertake to obtain an additional license before undertaking any expanded use of any RM Image.

2.6 The following credit line is required for any editorial use of any RM Image "©[Photographer's name]/[PhotoAsia]" For commercial uses, you shall include the credit described above when customary and appropriate.

3. Restrictions on use

3.1 The RM Images may not be used for any pornographic, unlawful purpose or use or to defame any person or violate any person's right of privacy or publicity or to infringe upon any copyright, trade name, trademark or service mark of any person or entity. Advance written permission from PhotoAsia is required for use of any RM Images for sensitive subjects, including without limitation, topics that may depict the subject matter of an RM Image in a negative or unfavourable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product.

3.2 PhotoAsia reserves the right not to license any RM Image for any reason whatsoever.

3.3 You may only use a single copy of the RM Image on a single computer. You may only download the RM Images onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the RM Images for any purpose except as otherwise provided in the Invoice. Notwithstanding the foregoing, You shall be allowed to make one (1) backup copy for security purposes only.

3.4 Upon termination or expiration of the license, You shall cease any use of the RM Images and promptly erase or destroy any reproducible copies of the same.

4. Unauthorized uses and indemnification

4.1 Any use of any RM Image beyond the scope of the license set forth on the Invoice or in a manner not expressly authorized by/or in breach of the present Agreement constitutes infringement of copyright, entitling PhotoAsia to exercise all rights and remedies available under all applicable laws.

4.2 You shall be responsible for any damages resulting from any such copyright infringement, including without limitation any claims by a third party and you hereby agree to indemnify and hold harmless PhotoAsia and its subsidiaries, successors, affiliates, parent, officers, directors, employees, contractors, content providers, licensors, distributors or agents, against all claims (including without limitation, claims by third parties), liability, damages, judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any unauthorized use of any RM Image or any breach of any terms and conditions or restrictions of the present Agreement (including any terms, conditions and restrictions included on the Invoice).

5. Releases

5.1 The rights that PhotoAsia grants do not include a license to, and PhotoAsia makes no warranties or representations that it licenses any rights related to any persons, places, properties (real, personal or any other kind) or subject matter depicted in the RM Images. The RM Images may be subject to copyrights, trademarks, rights to publicity, moral rights, property rights or other rights belonging to a third party. You are solely responsible for determining whether the use of the RM Images requires the consent of any other party or the license of any additional rights. You shall not rely solely on the information provided by PhotoAsia. You are solely responsible for obtaining all required releases and clearances which may be required. If You are unsure whether additional rights are required, it is Your sole responsibility to obtain appropriate legal counsel.

5.2 When PhotoAsia states in writing that a model or property release exists for any particular RM Image, PhotoAsia is only stating the existence of any such release without providing any representation or warranties on such release including without limitation any representation or warranties with regards to its validity, enforceability or fitness for any particular purpose.

5.3 In the event that PhotoAsia erroneously advices You that an RM Image is released when it is not, PhotoAsia's sole liability shall be the amount paid for the license of that particular RM Image.

6. Payment

6.1 You are responsible for ensuring that all the information appearing in the Invoice is true, accurate and complete.

6.2 A late payment charge of one and one-half percent (1.5%) per month or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

7. Credit or cancellation

7.1 If any licensed Image is not reproduced by you in any way, You can, within three (3) days of the date of the Invoice, request in writing, the cancellation of the License, provided the link or the hi-res digital file has not been delivered to You yet. PhotoAsia may then proceed to cancel the Invoice and issue a full credit to your account or credit card. Nothing in this section shall apply to service, administration and shipping fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.

7.2 After three (3) days, no cancellations will be accepted and the full amount invoiced shall be paid.

8. Warranty and limitation of liability

8.1 PhotoAsia warrants that: it has all necessary rights and authority to enter into and perform this Agreement. EXCEPT AS PROVIDED IN THIS SECTION, PHOTOASIA MAKES NO WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO THE RM IMAGES. AS STATED IN SECTION V ABOVE, PhotoAsia GRANTS NO RIGHTS AND MAKES NO WARRANTIES WITH REGARDS TO THE USE OF NAMES, TRADEMARKS, TRADE DRESS, DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND YOU MUST SATISFY YOURSELF THAT ALL THE NECESSARY RIGHTS AND CONSENTS REGARDING ANY OF THE ABOVE, AS MAY BE REQUIRED FOR THE INTENDED USE HAVE BEEN OBTAINED. WHILE PHOTOASIA MAKES EFFORTS TO USE ACCURATE CAPTION INFORMATION, PHOTOASIA DOES NOT WARRANT THAT SUCH INFORMATION IS ACCURATE. PHOTOASIA MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY RM IMAGES INCLUDING, WITHOUT LIMITATION, THAT THE RM IMAGES ARE ERROR FREE, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.2 EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER PHOTOASIA NOR ANY OF PHOTOASIA'S SUBSIDIARY, SUCCESSOR, PARENT, AFFILIATE, PARTNER, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT PROVIDER, LICENSOR, DISTRIBUTOR OR AGENT SHALL BE LIABLE FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THE USE OR INABILITY TO USE THE RM IMAGES OR OTHERWISE, EVEN IF PHOTOASIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. PHOTOASIA'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE IMAGES SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE LICENSE PAID FOR THE PARTICULAR RM IMAGE.

8.3 THE REPRESENTATIONS AND WARRANTIES MADE BY PhotoAsia IN THIS AGREEMENT APPLY ONLY TO THE RM IMAGES AS DELIVERED BY PHOTOASIA AND WILL BE INVALID IF THE RM IMAGES ARE USED IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT.

9. Severability

9.1 Should any provision of this Agreement be found invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected and shall remain in full force and effect. Such provisions shall be revised only to the extent necessary to make them enforceable.

10. Entire Agreement

10.1 This Agreement contains all the terms of the license agreement for the RM Images and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by You, the terms of this Agreement shall govern.

11. Law and Venue

11.1 This Agreement, and all matters collateral thereto, shall be governed by and construed in accordance with the laws of Malaysia, excluding the application of its conflicts of law rules, and any dispute arising hereunder shall be litigated solely in a court of competent jurisdiction in Malaysia. Notwithstanding the foregoing, this provision shall not prevent PhotoAsia, from addressing any competent court, tribunal or venue to which it might be entitled, in order to seek for interim measures or any other legal remedies.

If you are unsure of your rights under this License Agreement or would like to acquire additional rights, please contact us at our telephone number +603-7955 3237 or send us an email info@photoasia.com.my

License Agreement for Royalty-Free Images

If you are entering into this Agreement on behalf of your employer, the Licence granted and the restrictions and limitations on the use of the images set forth below apply to your employer as well as to you as a representative of your employer. Should you cease working for your employer, your employer (but not you) may continue to use the images under the terms of this Agreement.

1. Licence Grant and Restrictions

1.1 PhotoAsia grants you a non-transferable, non-exclusive, worldwide, perpetual licence to store, reproduce and use the specific image(s) that you have purchased during this transaction, and any authorised derivatives or copies thereof, (collectively the "Images") for your own commercial or non-commercial use as set out in clause 1.3 below, but not for any other purposes.

1.2.1 The Images may be shared by creating an image library, image storage jukebox, network configuration or similar arrangement as long as no more than ten (10) individuals (including you) employed by the same entity have access to the Images (subject to clause 1.2.2 below). You expressly acknowledge that this is not a "simultaneous users licence" and you may not have more than ten (10) specific people access the Images even if only ten (10) people are accessing the Images at any particular time.

1.2.2 If you are an intermediary (e.g. an advertising or design agency) the Images must only be used by one client of yours, who must agree to be bound by the terms of this Agreement. For the Images to be used by another client you will first have to purchase Extended Licence Rights from PhotoAsia. You may allow individuals employed by your client to have access to the Images, provided the total number of individuals with access to the Images (including all those within your organisation and the client) remains no more than ten (10).

1.3 Specifically, you may:

1.3.1 use the Images any number of times on a worldwide, unlimited and perpetual basis as a part of advertising and promotional materials, packaging; multi-media including web-design, broadcasting, film/video/DVD, publishing; materials for personal, non-commercial use;

1.3.2 alter, manipulate and crop the Images;

1.3.3 use the Images in any other manner approved in writing by PhotoAsia.

1.4 Specifically, you may not:

1.4.1 sublicense, re-license, rent, resell or lease any of the Images to third parties separate or independent from a specific product, website, or similar;

1.4.2 copy or publish any of the Images to a network or bulletin board, or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the ten(10) authorised users, without prior written consent from PhotoAsia or its Sales Agent; you acknowledge that for extended usage by more than ten (10) individuals, you will first have to purchase Extended Licence Rights from PhotoAsia;

1.4.3 under the terms of this Agreement use the Images in commercial products where the Images make up a significant part of the re-sale value of the product. For such usages of an Image you must acquire an extended one-time Commercial Product Image Licence from PhotoAsia;

1.4.4 use any of the Images to promote a business that sells or licenses photographic images, or otherwise competes with PhotoAsia in any manner;

1.4.5 sub-license, resell or otherwise distribute the Images to third parties except as an integral part of your product or web-page and only for the life and extent of such a product;

1.4.6 make the high-resolution (300 dpi or above) Images accessible for download beyond the scope of the licence rights provided by this Agreement or place the Images on-line in an FTP or other digital format;

1.4.7 incorporate any of the Images in a logo, trade mark or service mark;

1.4.8 use the Images in ways or contexts that might reasonably be construed as pornographic, defamatory, libellous or otherwise unlawful;

1.4.9 use the Images in such a way as to imply that any model depicted in the Images personally uses or endorses a product or service (for example, in testimonial advertising);

1.4.10 use Images depicting any model in any unduly controversial or unflattering context, unless accompanied with a statement indicating that the person is a model and the Images are being used for illustrative purposes only;

1.4.11 delete or alter the copyright symbol, the name PhotoAsia, or identification number or any other information from the electronic file by which the Images are supplied to you or from any copies of those files.

2. Warranty and Disclaimer

2.1 PhotoAsia warrants the digital copy of the Images in the form duly purchased by you or your employer to be free from technical defects for three (3) days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Images or refund of the purchase price, at PhotoAsia's sole discretion. PhotoAsia shall not, however, be liable if defects arise as a result of any modification, variation or addition to the Images not performed by us or caused by any abuse, corruption or incorrect use of the Images with equipment or software which is incompatible. PHOTOASIA MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OUR LIABILITY TO YOU FOR ANY LOSSES SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE IMAGES. Some states do not permit the exclusion of implied warranties, and you may have other rights, which may vary from state to state. NEITHER PHOTOASIA NOR ITS LICENSORS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF THIS LICENCE, THE USAGE OF THE IMAGES INCLUDING ANY CLAIM FOR LOST PROFITS OR LOST SAVINGS, OR FOR ANY CLAIM OF A THIRD PARTY OR OTHERWISE. HOWEVER, NOTHING IN THIS LICENCE LIMITS LIABILITY FOR FRAUDULENT MISREPRESENTATION OR OUR LIABILITY TO YOU IN THE EVENT OF DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE.

2.2 It is a condition of this Agreement that you obtain all necessary rights, model releases or consents which may be required for reproduction and use of the Images. We make no warranties with regard to the use of names, people, buildings, trade marks or copyright material depicted in any Image.

3. Consequences of Breach

3.1 Without prejudice to PhotoAsia's other rights and remedies, the Licence and your right to use the Images shall automatically terminate, without prior notice or refund of any moneys paid, if you breach any express or implied term of this Agreement. In the event of termination, you must immediately destroy or delete all copies of the Images or, at PhotoAsia's request, return them to PhotoAsia.

3.2 You agree to indemnify PhotoAsia and hold PhotoAsia harmless against all claims arising out of any breach by you of this Agreement.

4. Reservation of Rights and Protection of Intellectual Property

4.1 All rights to the Images are owned by PhotoAsia and/or its licensors and are protected internationally by copyright and other applicable laws. PhotoAsia and its licensors retain all rights not expressly granted under this Agreement. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to comply with the terms of this Agreement.

5. Other Conditions

5.1 Use of the Images must be in compliance with all applicable laws, statutes and regulations. PhotoAsia reserves the right to discontinue the use of any Image for any reason and elect to replace the Image with an alternative Image. Upon notice of any discontinuance of a Licence for a particular Image, you and your client, if applicable, agree not to use the Image in the future. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remaining terms of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement represents the entire Agreement between the parties relating to its subject matter and may not be amended except in writing signed by an authorised representative of both parties.

5.2 The laws of Malaysia whose courts are the courts of exclusive jurisdiction govern this Agreement, save that PhotoAsia shall have the right to bring proceedings in any jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of PhotoAsia, such action is necessary or desirable.

If you wish to use the Images in a manner not permitted under this Licence Agreement, please contact PhotoAsia at info@photoasia.com.my or by calling (603) 7955 3237.