licensing

For regular and special images, the Royalty-Free non-exclusive agreements shall be applicable.

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN YOU, YOUR COMPANY, LICENSEE, YOUR CLIENT, PURCHASER (IF ANY), AS THE CASE MAY BE (COLLECTIVELY "LICENSEE")

AND HERITAGE TRUST,  A CHARITABLE TRUST REGISTERED UNDER INDIAN REGISTRATION ACT AND HAVING ITS REGISTERED OFFICE at Khasra No 819, Village & Post Office Mandi, New Delhi - 110047, HEREINAFTER REFERRED TO AS "HT" (WHICH EXPRESSION SHALL MEAN AND INCLUDE ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, NOMINEES, ADMINISTRATORS AND PERMITTED ASSIGNS).

THIS AGREEMENT APPLIES TO ALL THE LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE DELIVERY OF THE LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE, DESIGNATED END USER AND PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO ENTER INTO A CONTRACT UNDER ITS LOCAL LAWS.

1. DEFINITIONS. In this Agreement following definitions apply

1.1 GALLERY DATABASE means any digital library catalogue of images maintained or accessed via HT through its website www.heritageindiaimages.com which may be divided in any manner.

1.2 DISCLOSED AGENT OR PURCHASER means the entity acquiring the license on behalf of the Designated End User. The Disclosed Agent may be a design firm, freelancer, employee, or any other party contracted by the Designated End User. If the Disclosed Agent is NOT the same as the Designated End User, the Disclosed Agent acts as an agent for the Designated End User, and both the parties are bound by these terms and conditions.

1.3 DESIGNATED END USER OR LICENSEE means the entity acquiring a license hereunder or, if there is a separate purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice. During the purchase process of the Licensed Material, you will be asked to identify that specific "Designated End User" of the Licensed Material. If you are an agent or contractor or representative or designer working on a project for a specific client, it is that client and/or the specific product or service they are promoting who is the "Designated End User" of the image.

1.4 LICENSED MATERIAL means any still image digital files, film or video footage, audio or sound, visual representation generated optically, electronically, digitally or by any other means, including, without limitation any original digital files, or in any other format protected by all the rights, including, without limitation copyright, trademark, patent or other intellectual property rights and proprietary rights which is licensed to Licensee by HT under the terms and conditions 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 whole.

1.5 EDITORIAL USE Non-private, non-commercial use and broad distribution for the purpose of conveying information, facts, or opinion to the general public relating to events that are newsworthy or of public interest.

1.6. EDITORIAL LICENSED MATERIAL Licensed Material to be used for "Editorial Use".

1.7 LICENSEE 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.

1.8 REPRODUCTION AND REPRODUCE means 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.

1.9 INVOICE means the computer-generated or pre-printed standard form invoice provided by HT setting out the terms agreed between HT and the Licensee. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.10 LICENSE FEE means the amount payable for the Licensed Material on HT 's Website.

1.11 RIGHTS AND RESTRICTIONS means the information available to the Licensee at the time of the Licensed Material selection, either: (i) accompanying the Licensed Material on HT's website (including all areas of the purchase process); (ii) in a written quote issued by HT; or (iii) in the editorial feed (if so delivered), and as might also be reflected in the Invoice. Such restrictions may include, without limitation, the permitted scope of use, duration of license, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material ("License Fee"). The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

2. GRANT OF RIGHTS AND RESTRICTIONS

2.1 HT grants to the Licensee a limited, non-exclusive, non-sub-licensable, non-transferable, temporary, restricted and non-assignable right to reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. The rights granted under the Agreement may be exercised by sub-contractors of the Licensee (including Purchaser), provided that such sub-contractors agree to abide by all the terms and conditions of this Agreement and Terms of Use of the Website.

2.2 Use of the Licensed Material is strictly limited to the use, medium, period of time, placement, size of the Licensed Material, territory and any other restrictions specified in the Rights and Restrictions and the Invoice.

2.2.1 HT grants a license to reproduce or use the Licensed Material (except for images listed under the "Star Collection") for a period of 10 years only in the territory/country in which the license to use the Licensed Material has been acquired by making the payment. The license will automatically terminate, unless terminated earlier, at the end of the license period. If the Licensee wants to use the Licensed Material after a period of 10 years, or want to use the Licensed Material in any other territory/country, the Licensee has to procure a fresh license from HT and pay the license fee as per the current pricing of the Licensed Material at that time.

2.2.2 Use of the Licensed Material listed under the "Star Collection" is under the following terms and conditions:
(i) The pricing of the "Star Collection" is based on the duration and territory of usage of the Licensed Material. Further the usage of the Licensed Material is strictly restricted to the industry selected for the Licensed Material. Any Licensed Material used outside the selected territory, industry or after the time period of usage shall constitute breach of the Agreement and will amount to copyright infringement. For web usage, the Licensed Material can be used worldwide.
(ii) The Licensee is not authorized to use the Licensed Material under the "Star Collection" to give a testimonial, endorsement or use the name of the model(s) in any manner without the prior written permission from HT.

2.3 Pornographic, defamatory, libelous, immoral, obscene, fraudulent or otherwise unlawful use of the Licensed Material is strictly prohibited, whether directly or in context or in juxtaposition with specific subject matter. You further agree not to use the Licensed Material for any sensitive subject matter, as determined by HT, including, but not limited to, Sex related products and services, sexually transmitted diseases, substance abuse, alcohol, tobacco, AIDS, cancer, mental ailments, homosexual or alternative lifestyle issues, and physical or mental abuse, without advance written consent from HT. Sensitive subject usage pertains to both commercial and editorial usage. Contact HT for verification of model releases. Availability of model releases does not grant the right to use the Licensed Material in any sensitive issues mentioned above.

2.4 Unless additional rights are stipulated in the Rights and Restrictions or granted specifically pursuant to a separate License Agreement, Editorial Licensed Material may not be used for, including, but not limited to, any commercial, promotional, endorsement, advertising or merchandising use, as part of billboard, trade show or exhibit display. For clarification, in this Agreement use of Licensed Material in an "editorial" manner means restrictive use relating to events that are newsworthy or of public interest.

2.5 Editorial Licensed Material may be cropped, provided that the editorial integrity of the Licensed Material is maintained and not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed, manipulated and tampered with, either manually or electronically, without HT's prior written permission.

2.6 Licensed Material shall not be incorporated into a logo, trademark or service mark.

2.7 Licensee may not make the Licensed Material available in any medium in a manner intended to allow or invite persons to download or extract the Licensed Material.

2.8 Licensed Material may not be modified, reconfigured or repurposed for any use in any mobile-directed websites or mobile applications that are specifically created for viewing of the Licensed Material on mobile applications, without obtaining the prior written consent of HT.

2.9 Licensee do not have the right to keep in possession or store any high-resolution files of the Licensed Material on their server, any digital media, disk or drive whether online or in any other medium from where any third party can have access to the Licensed Material.

2.10 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 to believe that the model personally uses or endorses a product or service or if the Licensed Material is used along with some descriptive information, including, but not limited to name, educational qualification, age, career related information, 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.

2.11 Unless otherwise authorized by applicable law or specified in the Rights and Restrictions, Licensee may not, directly or indirectly, reproduce the final product of the Licensed Material in any secondary reproductions, such as compilations, in-context promotions or on file-sharing, social networking websites such as YouTube, Facebook, Myspace, etc. or screen shots. Such reproductions require an additional license and prior written permission from HT and may be subject to payment of additional license fees.

2.12 Licensed Material shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the Rights and Restrictions or in any other written communication from HT. Any such restriction provided to the Licensee shall be incorporated into and become part of this Agreement.

2.13 Licensed Material may be cropped but shall not, under any circumstances, otherwise be altered, changed or tampered with, either manually or electronically, without HT express written permission.

2.14 Upon reasonable notice, HT may inspect any records, accounts and books relating to the Reproduction of any of the Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.

2.15 Licensee grants to HT the irrevocable, perpetual, royalty-free, non-exclusive right and license to use Final Elements solely for the promotion of HT or any of its subsidiaries. For purposes of this paragraph, "Final Elements" 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.

2.16 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of the Licensee and has full power and authority to bind the Licensee to this Agreement; and (ii) if Licensee disputes Purchaser's power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section shall serve to excuse Purchaser's obligation to make payment and be liable to HT for the Licensed Material.

2.17 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.

2.18 If the Rights and Restrictions include website use, Licensee shall post terms and conditions on its permitted websites that include restrictions on downloading the Licensed Material for other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.

2.19 Any of the body parts or basic features of the model(s) in the Licensed material must not be cropped, altered, manipulated or distorted without taking a prior written approval from HT.

3. INTELLECTUAL PROPERTY RIGHTS AND PHOTO CREDIT

3.1 HT is the sole and exclusive owner of all the material and content on HT's Websites, including, without limitation www.heritageindiaimages.com and websites of their affiliates and subsidiaries. All material and content on these Websites, including, but not limited to design, layout, images, 3D illustrations, documents, files, photographs, content, text, graphics, sound, videos, footage, trade-dress, trademarks, patents, written material ("HT Content") are the sole and exclusive property of HT and is protected by all the applicable laws, including, without limitation copyright, trademark, trade-names, patents, designs, internet domain names, data protection, IT Act, privacy and publicity rights and other rights and statutes. Use of any HT Content without the prior express written permission and license to use is strictly prohibited. All rights, title, ownership, intellectual property rights and proprietary rights in the HT's Website and its content shall always remain with HT, its affiliates and subsidiaries and shall not pass on to the Licensee, their representatives or any third party at any time.

3.2 COPYRIGHT HT owns all copyrights in all the Content and Licensed Material on the Website. No ownership in any Content and Licensed Material shall to the Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, HT grants Licensee no right or license, express or implied, to the Licensed Material. Licensee shall not remove any copyright or other proprietary rights notice contained in the Licensed Material and in any related promotional materials provided on this Website.

3.3 TRADEMARKS

3.3.1 HT is the exclusive owner and right holder of HT Trademarks, www.heritageindiaimages.com, www.shotindia.com, HT Audio Visuals or any other HT's trade names, trademarks, logos or service marks and any other slogan or design contained in the Website and otherwise used in trade, including the names of all Licensed Material collections (''HT Marks''). HT Marks shall remain the sole property of HT, its affiliates and subsidiaries, and may not be copied, imitated or used, in whole or in part, without the prior written permission of HT or the applicable trademark holder.

3.3.2 Licensee is not allowed to use, register, or assist others in using or registering any trademarks, trade names, logos, internet domain names, or any mark or name confusingly similar to HT Marks or belonging to HT without prior written consent from HT.

3.3.3 Licensee will not now or in the future contest the validity of HT Marks nor will oppose or assist others in opposing any registration of any of the HT Marks.

3.3.4 Licensee is not allowed to use any HT Marks in connection with any of their Works. All goodwill accruing to the HT Marks shall belong exclusively to HT.

3.3.5 Licensee agrees not to use HT Marks in any manner that might tarnish, disparage, or reflect adversely on such trademarks or HT.

3.3.6 Licensee agrees not to use any HT Marks or any variant thereof including misspellings as a domain name or as part of a domain name regardless of the top-level domain, or as a meta-tag, hidden text, keyword, or any other type of programming code or data.

3.3.7 Licensee cannot at any time, adopt or use, without HT's prior written consent any word or marks which is similar to or likely to be confused with HT Marks. In addition, the look and feel of the Website, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of HT and may not be copied, imitated or used, in whole or in part, without HT's prior written permission.

3.3.8 Nothing in this Agreement shall confer upon Licensee any right of ownership in HT Marks.

3.3.9 Licensee cannot use HT Marks, Licensed Material or other Content of HT to link to their Website without the prior written consent of HT.

3.3.10 Licensee cannot frame or hotlink to the Website or any Content other than its own without the prior written consent of HT.

3.3.11 All other trademarks, registered trademarks, product names and company names or logos mentioned in the Website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by HT.

3.3.12 PHOTO CREDIT Editorial Licensed Material must include the following credit line adjacent to the Licensed Material: "Heritage India Images/Photographer's Name" or as otherwise notified by HT. If Licensee omits the credit line in the use of Licensed Material, an additional fee in an amount up to one hundred percent (100%) of the original License fee may be payable by Licensee, at HT's sole discretion. The foregoing fee shall be in addition to any other rights or remedies that HT may have at law or in equity.

4. RELEASES

4.1 HT will notify Licensee if it has obtained a model release and/or a property release for the Licensed Material, either in the Licensed Material on the Website, in the Rights and Restrictions or by written notice to the Licensee. The warranty and indemnity set forth in Clauses 5.1(iv) and 6.1 below are only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained and thereby, the warranty and indemnity as set forth in Clauses 5.1(iv) and 6.1 would become void and not enforceable. In the event that no notification as to model or property release is provided by HT, HT shall not be liable for any claims made by any third parties relating to use of the Licensed Material not having the model or property release. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Neither HT nor any party on whose behalf HT licenses Licensed Material (each, a "Licensor") makes any representations or warranties as to whether any additional fees or payments may be due to any person depicted in the Licensed Material pursuant to the requirements of any applicable law, and Licensee shall be solely responsible for any such additional fees or payments.

4.2 Except where Licensee is specifically notified that a model and/or property release has been obtained by HT, neither HT nor any Licensor grants any rights or makes any warranties with regard to the use of names, people, likeness, property, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of the Licensed Material, and Licensee shall be solely responsible for obtaining any required release. As to any release delivered with any Editorial Licensed Material, neither HT, nor any Licensor, makes any representation, warranty or guarantee as to its sufficiency with regard to any use of the Licensed Material made by the Licensee. Licensee shall obtain all necessary individual, model, property, team logo, trademark, audio and other releases, approvals and clearances from third parties as may be required for the Licensee's use of the Licensed Material prior to using the Licensed Material.

5. WARRANTY AND LIMITATION OF LIABILITY

5.1 HT warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (iii) Licensee's use of the Licensed Material in its original form, and when used strictly in accordance with this Agreement, will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by HT pursuant to Section 4.1, Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement will not infringe on any trademark or other intellectual property right and will not violate any right of privacy or right of publicity.

5.2 HT uses reasonable efforts to ensure the accuracy, correctness and reliability of the information and Content, but HT makes no representations or warranties as to the Content posted by the third party User(s) as to its accuracy, correctness, reliability and any other irregularity.

5.3 NEITHER HT NOR ANY LICENSOR MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL HT, ITS AFFILIATES, SUBSIDIARIES AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, MEMBERS OR ANY LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR ANY OTHER DAMAGES, COSTS OR LOSSES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE, THE SERVICES, HT IMAGE CONTENT OR THE MAETRIALS CONTAINED IN OR ACCESSED THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM HT, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO HT'S RECORDS, PROGRAMS OR SERVICES, EVEN IF HT OR ITS LICENSORS, AS APPLICABLE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. HT SHALLL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF LICENSEE OR PURCHASER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST AROSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES.

5.4 In no event shall the aggregate liability of HT, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the site exceed any compensation the Licensee or the Purchaser pay, if any, to HT for access to or use of the Website and the Licensed Material.

6. INDEMNIFICATION

6.1 Provided Licensed Material is only used in accordance with this Agreement and Terms of Use of the Website and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Clause 5, HT shall subject to clause 5.3, 6.3 and 9.7, defend, indemnify and hold Licensee harmless from all damages (except punitive damages not directly attributable to acts of HT), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that HT is in breach of its warranties as set forth in Clause 5 above. The foregoing states HT's entire indemnification obligation under this Agreement.

6.2 Licensee shall defend, indemnify and hold HT and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors, agents and employees harmless from all damages (except punitive damages not directly attributable to acts of Licensee), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release. Such indemnification is in addition to HT's right to terminate for a breach of the representations and warranties and is not a waiver or limitation of HT's other rights or remedies.

6.3 The party seeking indemnification pursuant to this Clause 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation. Indemnified party shall have the right to participate in such litigation, at its own expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

7. CONDITION OF LICENSED MATERIAL

Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(ii) above, HT shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

8. GOVERNING LAW AND JURISDICTION

Any dispute, violation, controversy, contest or claim arising out of or relating to this Agreement or the breach, termination or validity thereof (hereinafter the "Disputes") shall be resolved amicably in the first instance. The Parties agree to meet to resolve such dispute in good faith. Should such a solution not be reached, within [30] days from the date of commencement of the dispute, difference or disagreement or such longer period of time as may be mutually agreed by the Parties in writing, such dispute, difference or disagreement shall be referred to Arbitration and shall be finally resolved through arbitration conducted by a tribunal of three arbitrators, with the right of each party to appoint an arbitrator, who in turn will appoint a Presiding Arbitrator. The Presiding Arbitrator shall pass a speaking award. Any order/directions/awards of the majority of the tribunal shall be final and binding on both the parties. The arbitration proceedings shall be in accordance with the Indian Arbitration and Conciliation Act 1996 and Rules there under as at present in force. The seat of arbitration shall be Delhi, India. The arbitration shall be administered in accordance with its practice, rules and regulations. If the award passed in the Arbitration proceeding is not acceptable to any of the Party, then the Party is free to approach the appropriate court of law as agreed herein below. This Agreement shall be construed in accordance with and governed by the laws of India without giving effect to their conflict of laws principles or rules. The courts at Delhi, India shall have exclusive Jurisdiction.

9. MISCELLANEOUS

9.1 UNAUTHORIZED USE: Any use of the Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement and other violation, entitling HT to exercise all rights and remedies available to it under copyright laws and other statutes around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement and other violation, including any claims by a third party. In addition and without prejudice to HTs' other remedies under this Agreement, HT reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times HT standard license fee for the unauthorized use of the Licensed Material.

9.2 TERMINATION: Notwithstanding any of these terms and conditions, HT reserves the right, without notice in its sole discretion, to terminate Licensee's account and/or block Licensee's use of the Website. HT reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received the notice from HT for unauthorized use of the Licensed Material; (ii) provides inaccurate information for proposed usage of the Licensed Material; or (iii) otherwise breaches any of the terms and conditions of the Agreement and Terms of Use of the Website; (iv) Upon termination, Licensee must destroy and cease to use, delete all digital files from Licensee's database, return to HT the Licensed Material copies and related documentation thereof with immediate effect, and also return the License Work partial-control of Licensee.

9.3 REMEDY FOR BREACH: Licensee agree that any breach of this Agreement by Licensee or their representatives would cause HT irreparable harm, injury, loss and damage, the extent of which would be impossible to ascertain and for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies HT may have at law or in equity, HT shall be entitled to injunctive and other equitable relief in the event of any such breach of this Agreement by Licensee or their representatives.

9.4 HT reserves the right to change any of the terms and conditions contained in this Agreement or any policy or guideline of the Website, at any time and in its sole discretion. Licensee's continued use of the Website following the posting of such changes will constitute Licensee's acceptance of such changes and Agreement.

9.5 ELECTRONIC STORAGE: For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of HT and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file containing the Licensed Material that is stored on Licensee's computers. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete and remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical) and shall ensure that its subcontractors do likewise.

9.6 AUDIT/CERTIFICATE OF COMPLIANCE: Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to HT. In addition, upon reasonable notice, HT may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. Where HT reasonably believes that Licensed Material is being used outside the scope of the license granted under this Agreement, Licensee shall, at HT request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by HT.

9.7 WITHDRAWAL: Upon notice from HT, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which HT may be liable herein, or if HT withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, cease any future use at its own expense.

9.8 SEVERABILITY: If one or more of the provisions contained in this Agreement is found to be invalid, illegal or enforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

9.9 ENTIRE AGREEMENT: This Agreement, Invoice and Terms of Use of the Website (incorporated by reference) contain all the terms of this Agreement.

9.10 WAIVER: No action of HT, other than express written waiver, may be construed as a waiver of any of provisions of this Agreement. A delay on the part of HT of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by HT of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion. Any rights not expressly granted herein are reserved.

ACKNOWLEDGEMENT YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT PRIOR TO AGREEING TO IT. IN CONSIDERATION OF HT AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT THIS IS THE ENTIRE AGREEMENT AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN HT AND YOU RELATING TO THE SUBJECT OF THIS AGREEMENT.

 



 

THIS IS A LEGAL AGREEMENT (HEREINAFTER REFERRED TO AS THE "AGREEMENT") BETWEEN YOU/ PURCHASER (IF ANY) YOUR COMPANY, AFFILIATES, SUBSIDIARIES, EMPLOYER AND/OR CLIENT (IN CASE YOU ARE AN AGENT ACTING FOR A SINGLE CLIENT), AS THE CASE MAY BE (COLLECTIVELY "LICENSEE")

AND HERITAGE TRUST, WHICH OWNS AND OPERATES THE WEBSITE WWW.HERITAGEINDIAIMAGES.COM (HEREINAFTER REFERRED TO AS "WEBSITE"), A CHARITABLE TRUST REGISTERED UNDER INDIAN REGISTRATION ACT AND HAVING ITS REGISTERED OFFICE at Khasra No 819, Village & Post Office Mandi, New Delhi - 110047, HEREINAFTER REFERRED TO AS "HT" (WHICH EXPRESSION SHALL MEAN AND INCLUDE ITS AFFILIATES, SUBSIDIARIES, ITS SUCCESSORS, NOMINEES, ADMINISTRATORS AND PERMITTED ASSIGNS).

THIS AGREEMENT APPLIES TO ALL THE LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE DELIVERY OF THE LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE, DESIGNATED END USER AND PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO ENTER INTO A CONTRACT UNDER ITS LOCAL LAWS.

1. DEFINITIONS

1.1 "GALLERY DATABASE" means any digital library or catalogue of images maintained or accessed via HT through its website www.heritageindiaimages.comwhich may be divided in any manner.

1.2 DISCLOSED AGENT OR PURCHASER means the entity acquiring the license on behalf of the Designated End User. The Disclosed Agent may be a design firm, freelancer, employee, or any other party contracted by the Designated End User. If the Disclosed Agent is NOT the same as the Designated End User, the Disclosed Agent acts as an agent for the Designated End User, and both the parties are bound by these terms and conditions.

1.3 DESIGNATED END USER OR LICENSEE means the entity acquiring a license hereunder or, if there is a separate purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice. During the purchase process of the Licensed Material, you will be asked to identify that specific "Designated End User" of the Licensed Material. If you are an agent or contractor or representative or designer working on a project for a specific client, it is that client and/or the specific product or service they are promoting who is the "Designated End User" of the image.

1.4 EDITORIAL LICENSED MATERIAL means Licensed Material used for reporting events that are newsworthy or of public interest that is licensed for use in an editorial manner.

1.5 INVOICE means the computer generated or pre-printed standard form invoice provided by HT or an authorized distributor setting out the terms agreed with the Licensee. The invoice shall be incorporated into this Agreement and all references to the Agreement shall include the invoice.

1.6. LICENSED MATERIAL means any still image, film or video footage, visual representation, including any negatives, transparencies, film imprints, prints, original digital files, or any other product(s) protected by copyright, trademark, patent or other rights, which is licensed to Licensee by HT 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 whole.

1.7 LICENSEE WORK means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other Material.

1.8 REPRODUCTION AND REPRODUCE means any form of copying, distribution, duplication or publication of the whole or a part of any Licensed Material, via any medium any 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.

1.9 RIGHTS AND RESTRICTIONS means the information available to the Licensee at the time of accessing the Website and selection of the Licensed Material, either: (i) accompanying the Licensed Material on the Website (including all areas of the purchase process); (ii) Terms of Use of the site; (iii) in a written quote issued by HT; (iv) in the editorial feed; (v) in the invoice, and (vi) in any other written communication accompanying the Licensed Material. Such restrictions may include, without limitation, the permitted scope of use, restrictions for usage, duration of license, any territory or other restrictions applicable to the Licensed Material selected. The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

2. GRANT OF RIGHTS AND RESTRICTIONS

2.1 HT grants to Licensee a non-exclusive, non-sub-licensable, temporary, restricted and non-assignable right to use and reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. The rights granted under the Agreement may be exercised by sub-contractors of the Licensee, provided that such subcontractors agree to abide by all the terms and conditions of this Agreement and Terms of Use of the Website.

2.2 Unless additional rights are stipulated in the Rights and Restrictions or granted specifically pursuant to a separate License Agreement, Editorial Licensed Material may not be used for including, but not limited to, any commercial, promotional, endorsement, advertising or merchandising use, as part of billboard, trade show or exhibit display. For clarification, in this Agreement use of Licensed Material in an "editorial" manner means restrictive use relating to events that are newsworthy or of public interest.

2.3 Editorial Licensed Material may be cropped, provided that the editorial integrity of the Licensed Material is maintained and not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed, manipulated and tampered with, either manually or electronically, without HT's prior written permission.

2.4 Use of the Licensed Material is strictly limited to the use, medium, period of time, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions. HT grants a license to reproduce or use the Licensed Material for a period of 10 years only in the territory/country in which the license to use the Licensed Material has been acquired by making the payment. The license will automatically terminate, unless terminated earlier, at the end of the license period. If the Licensee wants to use the Licensed material after a period of 10 years, or want to use the Licensed Material in any other territory/country, the Licensee has to procure a fresh license from HT and pay the license fee as per the current pricing of the Licensed Material at that time.

2.5 Pornographic, defamatory, libelous, immoral, obscene, fraudulent or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or in juxtaposition with specific subject matter. You further agree not to use the Licensed Material for any sensitive subject matter, as determined by HT, including but not limited to, Sex related products and services, sexually transmitted diseases, substance abuse, alcohol, tobacco, AIDS, cancer, mental ailments, homosexual or alternative lifestyle issues, and physical or mental abuse, without advance written consent from HT. Sensitive subject usage pertains to both commercial and editorial usage. Contact HT for verification of model releases. Availability of model releases does not grant the right to use the Licensed material in any sensitive issues mentioned above.

2.6 Licensed Material shall not be incorporated into a logo, trademark or service mark.

2.7 Licensee may not make the Licensed Material available in any medium in a manner intended to allow or invite persons to download or extract the Licensed Material.

2.8 Licensed Material may not be modified, reconfigured or repurposed for any use in any mobile-directed websites or mobile applications that are specifically created for viewing of Licensed Material on mobile applications, without obtaining the prior written consent of HT.

2.9 Licensee do not have the right to keep in possession or store any high-resolution files of the Licensed Material on their server, any digital media, disk or drive whether online or in any other medium from where any third party can have access to the Licensed Material.

2.10 Unless otherwise authorized by applicable law or specified in the Rights and Restrictions, Licensee may not, directly or indirectly, reproduce the final product of the Licensed use in any secondary reproductions, such as compilations, in-context promotions or on file-sharing, social networking websites such as YouTube, Facebook, Myspace, etc. or screen shots. Such reproductions require an additional license and prior written permission from HT and may be subject to payment of additional license fees.

2.11 Licensed Material shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the Rights and Restrictions or in any other written communication from HT. Any such restriction provided to the Licensee shall be incorporated into and become part of this Agreement.

2.12 Licensed Material may be cropped but shall not, under any circumstances, otherwise be altered, changed or tampered with, either manually or electronically, without HT express written permission.

2.13 Upon reasonable notice, HT may inspect any records, accounts and books relating to the Reproduction of any of the Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.

2.14 Licensee grants to HT the irrevocable, perpetual, royalty-free, non-exclusive right and license to use Final Elements solely for the promotion of HT or any of its subsidiaries. For purposes of this paragraph, "Final Elements" 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.

2.15 Licensed Material shall not be used contrary to any restriction on use that is provided to the Licensee prior to or at the time the Licensed Material is delivered to the Licensee. Such restrictions may be included in the Rights and Restrictions or in any other written communication from HT. Any such restriction provided to the Licensee shall be incorporated into and become part of this Agreement.

2.16 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of the Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee disputes Purchaser's power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section shall serve to excuse Purchaser's obligation to make payment to HT for the Licensed Material.

2.17 If the Rights and Restrictions include website use, Licensee shall post terms and conditions on its permitted websites that include restrictions on downloading the Licensed Material for other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.

2.18 Any of the body parts or basic features of the model(s) in the Licensed material must not be cropped, altered, manipulated or distorted without taking a prior written approval from HT.

3. INTELLECTUAL PROPERTY RIGHTS AND PHOTO CREDIT

3.1 HT is the sole and exclusive owner of all the material and content on HT's Websites, including, without limitation www.heritageindiaimages.comand websites of their affiliates and subsidiaries. All material and content on these Website, including, but not limited to design, layout, images, photographs, text, graphics, sound, video, trade-dress, trademarks, patents, written material ("HT Content") are the property of HT and is protected by all the applicable laws, including, but not limited to copyright, trademark, trade-names, patents, designs, internet domain names, data protection, IT Act, privacy and publicity rights and other rights and statutes. Use of any HT Content without the prior express written permission and license to use is strictly prohibited. All rights, title, ownership and intellectual property rights and proprietary rights in the Website and its Content shall remain with HT, its affiliates and subsidiaries and shall not pass on to the Licensee, their representatives or any third party at any time.

3.2 COPYRIGHT HT owns all copyrights in all the Content and Licensed Material on the Website. No ownership in any Content and Licensed Material shall to the Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, HT grants Licensee no right or license, express or implied, to the Licensed Material. Licensee shall not remove any copyright or other proprietary rights notice contained in the Licensed Material and in any related promotional materials provided on this Website.

3.3 TRADEMARKS

3.3.1 HT is the exclusive owner and holder of HT Trademarks, www.imagesbazaar.com, www.shotindia.com, HT Audio Visuals or any other HT's trade names, trademarks, logos or service marks and any other slogan or design contained in the Website and otherwise used in trade ("HT Marks"). HT Marks shall remain the sole property of HT, its affiliates and subsidiaries, and may not be copied, imitated or used, in whole or in part, without the prior written permission of HT or the applicable trademark holder.

3.3.2 Licensee is not allowed to use, register, or assist others in using or registering any trademarks, trade names, logos, internet domain names, or any mark or name confusingly similar to HT Marks or belonging to HT without prior written consent from HT.

3.3.3 Licensee will not now or in the future contest the validity of HT Marks nor will oppose or assist others in opposing any registration of any of the HT Marks.

3.3.4 Licensee is not allowed to use any HT Marks in connection with any of their Works. All goodwill accruing to the HT Marks shall belong exclusively to HT.

3.3.5 Licensee agrees not to use HT Marks in any manner that might tarnish, disparage, or reflect adversely on such trademarks or HT.

3.3.6 Licensee agrees not to use any HT Marks or any variant thereof including misspellings as a domain name or as part of a domain name regardless of the top-level domain, or as a meta-tag, hidden text, keyword, or any other type of programming code or data.

3.3.7 Licensee cannot at any time, adopt or use, without HT's prior written consent any word or marks which is similar to or likely to be confused with HT Marks. In addition, the look and feel of the Website, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of HT and may not be copied, imitated or used, in whole or in part, without HT's prior written permission.

3.3.8 Nothing in this Agreement shall confer upon Licensee any right of ownership in HT Marks.

3.3.9 Licensee cannot use HT Marks, Licensed Material or other Content of HT to link to their Website without the prior written consent of HT.

3.3.10 Licensee cannot frame or hotlink to the Website or any Content other than its own without the prior written consent of HT.

3.3.11 All other trademarks, registered trademarks, product names and company names or logos mentioned in the Website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by HT.

3.4 PHOTO CREDIT Editorial Licensed Material must include the following credit line adjacent to the Licensed Material: "ImagesBazaar/Photographer's Name" or as otherwise notified by HT. If Licensee omits the credit line in the use of Licensed Material, an additional fee in an amount up to one hundred percent (100%) of the original License fee may be payable by Licensee, at HT's sole discretion. The foregoing fee shall be in addition to any other rights or remedies that HT may have at law or in equity.

3.5 NOTICE OF VIOLATIONS Licensee will immediately notify HT if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee, is wrongfully using the Licensed Material, in whole or in part, or is violating any of HT's intellectual property rights and other rights, including, but not limited to, HT Marks and Copyrights.

4. RELEASES

4.1 HT will notify Licensee if it has obtained a model release and/or a property release for the Licensed Material, either in the Licensed Material on the Website, in the Rights and Restrictions or by written notice to the Licensee. The warranty and indemnity set forth in Clauses 5.1(iv) and 6.1 below are only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained and thereby, the warranty and indemnity as set forth in Clauses 5.1(iv) and 6.1 would become void and not enforceable. In the event that no notification as to model or property release is provided by HT, HT shall not be liable for any claims made by any third parties relating to use of the Licensed Material not having the model or property release. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Neither HT nor any party on whose behalf HT licenses Licensed Material (each, a "Licensor") makes any representations or warranties as to whether any additional fees or payments may be due to any person depicted in Licensed Material pursuant to the requirements of any applicable law, and Licensee shall be solely responsible for any such additional fees or payments.

4.2 Except where Licensee is specifically notified that a model and/or property release has been obtained by HT, neither HT nor any Licensor grants any rights or makes any warranties with regard to the use of names, people, likeness, property, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of Licensed Material, and Licensee shall be solely responsible for obtaining any required release. As to any release delivered with any Editorial Licensed Material, neither HT, nor any Licensor, makes any representation, warranty or guarantee as to its sufficiency with regard to any use of the Licensed Material made by Licensee. Licensee shall obtain all necessary individual, model, property, team logo, trademark, audio and other releases, approvals and clearances from third parties as may be required for the Licensee's use of the Licensed Material prior to using the Licensed Material.

4.3 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 or in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, 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.

5. WARRANTY AND LIMITATION OF LIABILITY

5.1 HT warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (iii) Licensee's use of the Licensed Material in its original form, and when used strictly in accordance with this Agreement, will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by HT pursuant to Section 4.1, Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement will not infringe on any trademark or other intellectual property right and will not violate any right of privacy or right of publicity.

5.2 HT uses reasonable efforts to ensure the accuracy, correctness and reliability of the information and Content, but HT makes no representations or warranties as to the Content posted by the third party User(s) as to its accuracy, correctness, reliability and any other irregularity.

5.3 NEITHER HT NOR ANY LICENSOR MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL HT, ITS AFFILIATES, SUBSIDIARIES AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, MEMBERS OR ANY LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR ANY OTHER DAMAGES, COSTS OR LOSSES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE, THE SERVICES, HT IMAGE CONTENT OR THE MAETRIALS CONTAINED IN OR ACCESSED THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM HT, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO HT'S RECORDS, PROGRAMS OR SERVICES, EVEN IF HT OR ITS LICENSORS, AS APPLICABLE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF LICENSEE OR PURCHASER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST AROSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES.

5.4 In no event shall the aggregate liability of HT, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the site exceed any compensation the Licensee or the Purchaser pay, if any, to HT for access to or use of the Website and the Licensed Material.

6. INDEMNIFICATION

6.1 Provided Licensed Material is only used in accordance with this Agreement and Terms of Use of the Website and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Clause 5, HT shall defend, indemnify and hold Licensee harmless from all damages (except punitive damages not directly attributable to acts of HT), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that HT is in breach of its warranties as set forth in Clause 5 above. The foregoing states HT's entire indemnification obligation under this Agreement.

6.2 Licensee shall defend, indemnify and hold HT and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors, agents and employees harmless from all damages (except punitive damages not directly attributable to acts of Licensee), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release. Such indemnification is in addition to HT's right to terminate for a breach of the representations and warranties and is not a waiver or limitation of HT's other rights or remedies.

6.3 The party seeking indemnification pursuant to this Clause 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation. Indemnified party shall have the right to participate in such litigation, at its own expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

7. CONDITION OF LICENSED MATERIAL

Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(ii) above, HT shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

8. GOVERNING LAW AND JURISDICTION

Any dispute, violation, controversy, contest or claim arising out of or relating to this Agreement or the breach, termination or validity thereof (hereinafter the "Disputes") shall be resolved amicably in the first instance. The Parties agree to meet to resolve such dispute in good faith. Should such a solution not be reached, within [30] days from the date of commencement of the dispute, difference or disagreement or such longer period of time as may be mutually agreed by the Parties in writing, such dispute, difference or disagreement shall be referred to Arbitration and shall be finally resolved through arbitration conducted by a tribunal of three arbitrators, with the right of each party to appoint an arbitrator, who in turn will appoint a Presiding Arbitrator. The Presiding Arbitrator shall pass a speaking award. Any order/directions/awards of the majority of the tribunal shall be final and binding on both the parties. The arbitration proceedings shall be in accordance with the Indian Arbitration and Conciliation Act 1996 and Rules there under as at present in force. The seat of arbitration shall be Delhi, India. The arbitration shall be administered in accordance with its practice, rules and regulations. If the award passed in the Arbitration proceeding is not acceptable to any of the Party, then the Party is free to approach the appropriate court of law as agreed herein below. This Agreement shall be construed in accordance with and governed by the laws of India without giving effect to their conflict of laws principles or rules. The courts at Delhi, India shall have exclusive Jurisdiction.

9. MISCELLANEOUS

9.1 UNAUTHORIZED USE Any use of the Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement and other violation, entitling HT to exercise all rights and remedies available to it under copyright laws and other statutes around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement and other violation, including any claims by a third party. In addition and without prejudice to HTs' other remedies under this Agreement, HT reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times HT standard license fee for the unauthorized use of the Licensed Material.

9.2 TERMINATION Notwithstanding any of these terms and conditions, HT reserves the right, without notice in its sole discretion, to terminate Licensee's account and/or block Licensee's use of the Website. HT reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received the notice from HT for unauthorized use of the Licensed Material; (ii) provides inaccurate information for proposed usage of the Licensed Material; or (iii) otherwise breaches any of the terms and conditions of the Agreement and Terms of Use of the Website; (iv) Upon termination, Licensee must destroy and cease to use, delete all digital files from Licensee's database, return to HT the Licensed Material copies and related documentation thereof with immediate effect, and also return the License Work in possession or control of Licensee.

9.3 REMEDY FOR BREACH Licensee agree that any breach of this Agreement by Licensee or their representatives would cause HT irreparable harm, injury, loss and damage, the extent of which would be impossible to ascertain and for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies HT may have at law or in equity, HT shall be entitled to injunctive and other equitable relief in the event of any such breach of this Agreement by Licensee or their representatives.

9.4 HT reserves the right to change any of the terms and conditions contained in this Agreement or any policy or guideline of the Website, at any time and in its sole discretion. Licensee's continued use of the Website following the posting of such changes will constitute Licensee's acceptance of such changes and Agreement.

9.5 ELECTRONIC STORAGE For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of HT and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file containing the Licensed Material that is stored on Licensee's computers. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete and remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical) and shall ensure that its subcontractors do likewise.

9.6 AUDIT/CERTIFICATE OF COMPLIANCE Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to HT. In addition, upon reasonable notice, HT may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. Where HT reasonably believes that Licensed Material is being used outside the scope of the license granted under this Agreement, Licensee shall, at HT request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by HT.

9.7 WITHDRAWAL Upon notice from HT, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which HT may be liable herein, or if HT withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, cease any future use at its own expense.

9.8 SEVERABILITY If one or more of the provisions contained in this Agreement is found to be invalid, illegal or enforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

9.9 ENTIRE AGREEMENT This Agreement and Terms of Use of the Website (incorporated by reference) contains all the terms of this Agreement.

9.10 WAIVER No action of HT, other than express written waiver, may be construed as a waiver of any of provisions of this Agreement. A delay on the part of HT of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by HT of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion. Any rights not expressly granted herein are reserved.

10. ACKNOWLEDGEMENT

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT PRIOR TO AGREEING TO IT. IN CONSIDERATION OF HT AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT THIS IS THE ENTIRE AGREEMENT AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN HT AND YOU RELATING TO THE SUBJECT OF THIS AGREEMENT.

 



 


1This is a contract between HeritageIndiaImages and you (''the Contributor''). Heritage Trust (HT) maintains a website, www.heritageindiaimages.com (''HeritageIndiaImages''), engaged in the business of online portal containing images, photographs, video and other media content (''Content''). Registered users (''Members'') can browse and purchase and license content material from HeritageIndiaImages.com. Members can also elect to become content contributors (''Contributors''), which allows said Contributors to upload image files for the purpose of allowing HeritageIndiaImages to act as agent for licensing image rights to other users and third parties. HeritageIndiaImages in its sole discretion shall determine which of such Content is suitable for posting on the Site or other means of distribution, and only such Content as it deems suitable will be considered as ''Accepted Content'' for the purposes of applicable provisions of this Agreement. By registering you accept that a legally binding contract has been entered between you and HeritageIndiaImages on the terms and conditions as set out in the Agreement.


2 The Contributor wishes to appoint HeritageIndiaImages as its non-exclusive agent to license, sub-license and distribute Content produced by the Contributor on the terms and conditions of this Agreement, HeritageIndiaImages's License Agreement, as such Agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein ("the License Agreement"), or any other distribution partner license agreement and as per the terms and conditions of this Site. For the purposes of this Agreement, License Agreement shall be deemed to include all of the Extended License options and provisions to which Contributor has opted in using his or her account profile on the Site.


3 By uploading Content, Contributor agrees to give HeritageIndiaImages and all users the irrevocable, non-exclusive, perpetual, royalty-free rights to use the Content for any purpose including but not limited to license, distribute, publication, display, modification, alteration, creation of derivative works, or products. Contributor also grants HeritageIndiaImages the right to use the Content for any and all promotional purposes. HeritageIndiaImages shall have the right to license any Content up until the time Contributor removes the Content from the Site. Once the Contributor uploads the Content on to the Site, the Contributor cannot remove the Content from the Site for a period of at least 180 days. Contributor has to give HeritageIndiaImages the opportunity to license and use the Content for at least 180 days. The Contributor agrees that HeritageIndiaImages and licensee shall have the right to use such Content which has been licensed to the licensee prior to the removal of the Content by the Contributor.


4 By uploading Content on HeritageIndiaImages the Contributor warrants that the content cannot be uploaded on any "Micro Stock Site". Under this Agreement the Contributor is strictly prohibited to upload similar Content on any Micro Stock Site. In the event the Contributor is found in breach of this clause, the Agreement shall be terminated immediately and the Contributor would also be liable to compensate HeritageIndiaImages for the breach.


5 This Agreement remains in full force and effect until terminated in accordance with its terms and conditions. If at any time the terms and conditions of this Agreement are no longer acceptable to the Contributor, the Contributor must follow the termination procedures set forth below under ''Termination''.

6 Under this Agreement, the Contributor authorises HeritageIndiaImages to:

6.1 The right to use, reproduce, distribute, redistribute, license, sublicense, publish, republish, upload, post, transmit, crop, package, repackage, produce and sell prints or similar image products or publicly perform or display Content to prospective licensees (i) through the Site; (ii) through affiliated or associated companies of HeritageIndiaImages and Heritage Trust; (iii) through third party distributors and alliance or channel partners of HeritageIndiaImages or Heritage Trust.
6.2 Add the images to one or more of its databases, including but not limited to HeritageIndiaImage and other affiliates and unit databases.
6.3 The right to grant perpetual, world-wide, non-exclusive, non-transferable licenses or sub-licenses to end-users in accordance with the terms of the License Agreement, as such Agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein or any distribution partner license agreement provided that such agreement is consistent with rights granted to HeritageIndiaImages herein.
6.4 Contributor grants the right to alter the Content including cropping, manipulation, combining and creation of derivative images. Contributor also undertakes that the person who created the Content has waived all moral rights in respect of use of the Content pursuant to this Agreement by HeritageIndiaImages, its customers or any third parties
6.5 Contributor grants the right to use the Content without charge and without prior consent from Contributor in promotional and marketing material. Contributor agrees that any such promotional items may be distributed by HeritageIndiaImages worldwide for upto two years, notwiHTtanding the earlier termination of the Agreement for any reason. Promotional and marketing material also includes but not limited to search engine listings and Google images.

7 INTELLECTUAL PROPERTY RIGHTS
7.1 The Parties agree that all rights, including title and copyright, in and to the uploaded Accepted Content shall be retained by the Contributor, and no title or copyright is transferred or granted in any way to HeritageIndiaImages or any third party except as provided in this Agreement and the License Agreement. Under the Agreement HeritageIndiaImages's affiliates, associated companies or as specifically permitted in this Agreement, shall have the right to distribute the Content for the purposes of licensing, sale, resale or re-license.
7.2 HeritageIndiaImages prohibits any Content or any other material that infringes on any copyright, trademark, patent, and trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site.
7.3 The Contributor guarantees and warranties that the Contributor owns all proprietary rights, including copyright, in and to the Content. The Contributor further warrants that for any image files or photograph containing people and other personal property, they have obtained the necessary and binding model release and property release. If the Contributor does not have a model or property release for the Content that contains an image or images of an identifiable person or property, HeritageIndiaImages may choose to accept the Content for so called editorial use at HeritageIndiaImages' sole discretion. The Contributor agrees that he is solely responsible for retaining all original model and property releases and maintaining complete and accurate model and property records. Model and property releases are to be electronically submitted to HeritageIndiaImages along with the submitted Content. The submission of falsified, inaccurate or otherwise defective model and property releases is a material breach of this Agreement and shall result in the immediate termination of Contributors account without prior notice. The model and property release presented by the Contributor shall be in line and in the same format as present at Model Release Form.
7.4 The Contributor agrees that neither HeritageIndiaImages nor any of its members, officers, employees, affiliates, associated units or agents shall be liable for any damages, whether, direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Content.
7.5 Nothing contained herein grants or shall be construed to grant the Contributor any rights to use any of HeritageIndiaImages', its affiliates and associated companies trademarks, logos, service marks, trade names, internet domain names, or other indications of origin used by HeritageIndiaImages now or in future. In connection with the use of www.HeritageIndiaImages.com, The Heritage HT or any other HeritageIndiaImages' trade names, trademarks, logos or service marks (''Marks''), Contributor acknowledges and agrees that (a) HeritageIndiaImages marks are and shall remain the sole property of HeritageIndiaImages, (b) nothing in this Agreement shall confer upon Contributor any right of ownership in HeritageIndiaImages Marks, (c) Contributor may not use, register, or assist others in using or registering any trademarks, trade names, logos, internet domain names, or any mark or name confusingly similar to HeritageIndiaImages Marks or belonging to HeritageIndiaImages without HeritageIndiaImages prior written consent, (d) Contributor shall not now or in the future contest the validity of HeritageIndiaImages Marks nor will oppose or assist others in opposing any registration of any of the HeritageIndiaImages Trademarks and (e) Contributor is not allowed to use any Marks of HeritageIndiaImages in connection with any of his Works. All goodwill accruing to the HeritageIndiaImages Trademarks under this Agreement shall belong to HeritageIndiaImages
7.6 Contributor agrees not to use HeritageIndiaImages's trademarks in any manner that might tarnish, disparage, or reflect adversely on such trademarks or HeritageIndiaImages. Nor will the Contributor contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of HeritageIndiaImages trademarks or the trademarks rights claimed by HeritageIndiaImages.
7.7 Contributor agrees not to use any HeritageIndiaImages trademarks or any variant thereof including misspellings as a domain name or as part of a domain name regardless of the top-level domain, or as a meta-tag, keyword, or any other type of programming code or data.
7.8 Contributor cannot at any time, adopt or use, without HeritageIndiaImages's prior written consent any word or marks which is similar to or likely to be confused with HeritageIndiaImages's trademarks.
7.9 The look and feel of the HeritageIndiaImages website, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark and copyright of HeritageIndiaImages and may not be copied, imitated or used, in whole or in part, without the prior written consent of HeritageIndiaImages.
7.10 Contributor cannot use a HeritageIndiaImages trademark, logo, image or other proprietary graphic of HeritageIndiaImages to link to the HeritageIndiaImages website without the prior written consent of HeritageIndiaImages.
7.11 Contributor cannot frame or hotlink to the HeritageIndiaImages website or any Content other than its own without the prior written consent of HeritageIndiaImages.
7.12 While HeritageIndiaImages takes commercially reasonable steps to insure that the rights of its Contributors and those rights of Contributors are not violated by end users, subscribers and third parties, HeritageIndiaImages has no obligation to pursue legal action against any alleged copyright infringer of any of Contributor's rights in and to any Content.

8 ACCOUNTS
HeritageIndiaImages has the right to refuse to establish an account or to close any existing account, for fraud, copyright infringement, violation of third party's rights of privacy or publicity, artificially inflating downloads, repeated submission of material that is obscene in nature, violent or that might be construed as defamatory or for any breach of the terms of this Agreement, terms of this site, privacy policy and other Agreements that you have with HeritageIndiaImages. If your account is terminated for any reason you must obtain written authorization from HeritageIndiaImages prior to establishing another account. If you attempt to establish another account without obtaining such authorization, HeritageIndiaImages shall permanently ban you from this website and its affiliated websites and services. You may not have more than active submitter account at any time without the written consent of HeritageIndiaImages in each instance. If such consent is granted, you may not submit identical images to more than one account.

9 COMPENSATION
9.1 HeritageIndiaImages agrees to pay a percentage of 50 % of the license fee from the licensing of the Content by the end users. The parties acknowledge that the rate schedule may vary among various types of Content, such as still images, video footage or otherwise in accordance with its terms. HeritageIndiaImages may modify the rate schedule and licensing fees for the Content at any time and notify the same by an announcement on HeritageIndiaImages' login page of the modifications. If HeritageIndiaImages does modify the rate schedule, fees earned before the effective change in rates will be credited at the rate in effect at the time such fees was earned.
9.2 HeritageIndiaImages shall make payment of fees in respect of licensing of the Content on a monthly basis provided such fees aggregate a minimum amount of Rs.1000/-, failing which fees owning will be retained until they exceed such minimum amount. The payment of fees to the Contributor will be net of: (i) applicable taxes or other withholdings required by the applicable law; (ii) any amounts owned by the Contributor to HeritageIndiaImages under this Agreement or otherwise. HeritageIndiaImages shall have the right to set off against any amount owned by the Contributor on account of any threatened claim relating to any matter or any breach of warranty, indemnity and terms and conditions under this Agreement.
9.3 In the eventuality that HeritageIndiaImages is restrained from exercising any rights granted under this Agreement relating to the Content, HeritageIndiaImages shall not be required to compensate the Contributor on account of that Content.
9.4 If the Contributor's account is cancelled or closed for a breach of the material terms and conditions of this Agreement, in addition to its other rights at law or in equity, HeritageIndiaImages shall have the right to retain any royalties and/or other compensation otherwise payable to the Contributor hereunder as liquidated damages.
9.5 If HeritageIndiaImages makes an overpayment of fees or other compensation to the Contributor for any reason, HeritageIndiaImages shall have the right to deduct the amount of such overpayment from Contributor's account from his/her accrued fees or to demand the immediate repayment of such overpaid fees or other compensation.
9.6 Any breach of the rules relating to acceptable Content outlined in the Site will be deemed to be a breach of this Agreement. The Contributor grants HeritageIndiaImages the right to use the Accepted Content for its own business purposes relating to the promotion of the Site and its distribution programs, and expand the market for the licensing of Accepted Content (including, without limitation, the use of the Accepted Content and the Contributor's registered and unregistered trademarks relating to Content for marketing, sales and promotional efforts whether on the Site or through third parties). No compensation shall be due to the Contributor for use of Accepted Content for such business purposes.

10 MANAGING CONTENT
10.1 HeritageIndiaImages does not and cannot review all communications or Content uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such communications or Content. NotwiHTtanding the foregoing, HeritageIndiaImages reserves the right to delete, move, refuse to accept or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Content to HeritageIndiaImages or as it may direct. HeritageIndiaImages shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by HeritageIndiaImages to determine Accepted Content is done as a courtesy only.
10.2 Contributor acknowledges and agrees that the submitted Content shall be used by the licensees and the end-users in accordance with the terms and conditions of the License Agreement. In the eventuality that the end user does not adhere to the terms and conditions of the License Agreement and is in breach of the same and uses any Content as not contemplated in this Agreement and the License Agreement, HeritageIndiaImages shall have no liability to the Contributor or any person claiming through the Contributor for any breach of the terms of the Agreement.

11 CONFIDENTIAL INFORMATION
11.1 The Contributor acknowledges that during this Agreement certain Confidential Information shall be obtained by him/her through entering into the Site and use of the Site. The Confidential or proprietary information shall include but not limited to technology, products, trade secrets, processes, programs, technical know-how, customers, distributors, costs, pricing, data, business operations and other business information.
11.2 All Confidential Information owned solely by HeritageIndiaImages, its affiliates or any subsidiary and disclosed to any other party shall remain solely the property of HeritageIndiaImages, and its confidentiality shall be maintained and protected by the Contributor with the same degree of care used to protect its own proprietary information of a similar nature. The Contributor agrees that it would refrain from reproducing or sharing any Confidential Information rendered by HeritageIndiaImages with any third party.

12 REPRESENTATIONS AND WARRANTIES

The Contributor hereby represents that:
12.1 The Contributor has the legal capacity and authority to enter into this Agreement and to fully perform all the obligations under the Agreement.
12.2 The Contributor shall always disclose the correct and identifiable details as to the identity of the Contributor. The Contributor shall cooperate with HeritageIndiaImages in verifying the identity of the Contributor.
12.3 The Contributor is the sole and exclusive owner of the Content and has all the rights to grant the license rights to be provided under this Agreement and further warrant that the Contributor has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement.
12.4 The submitted Content is neither obscene nor defamatory and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity, other proprietary rights of any third party or defames or casts into disrepute in any manner any third party.
12.5 That there is no suit, action or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Submitted Content or which might in any way impair the rights granted by the Contributor hereunder.
12.6 You will not transmit unsolicited emails or engage in so-called spamming to publicize or promote your relationship with HeritageIndiaImages or the sale of your Submitted Content. The Contributor will not advertise or otherwise publicize his/her relationship with HeritageIndiaImages through the use of any search engine.
12.7 That all the Submitted Content shall be free from any defect, virus, work, lock or other mechanism preventing HeritageIndiaImages from its usage as contemplated under this Agreement. You shall not license your own Content except occasionally and only for legitimate creative purposes. Contributor warrants that there are and will be no claims by any other party in connection with the use or reproduction of any of the Content.

13 INDEMNITY
13.1 The Contributor agree to indemnify, defend and hold HeritageIndiaImages, parent, its affiliates, associated companies, and their respective directors, officers, employees, shareholders, agents and licensees of Content harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys fees and disbursements) in connection with (i) arising out of any breach or claimed breach of any of your representations and warranties or any of your obligations pursuant to these terms and conditions; (ii) any use or alleged use of the Site or provision of Content under your Member name by any person, whether or not authorized by you; (iii) resulting from any communication made or Content uploaded under your member name; (iv) any claim threatened or asserted against HeritageIndiaImages, its parent or affiliates to the extent that such claim is based upon a contention that any of the content used within the scope of this Agreement and the License Agreement infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual property rights of any third party; (v) any breach of you of this Agreement
13.2 The Contributor hereby releases HeritageIndiaImages from any and all claims the Contributor might have, either directly, arising out of or in connection with a determination by HeritageIndiaImages to proceed or not to proceed against any infringer in any instance. The Contributor hereby agrees that any monetary recovery made as a result of any legal or enforcement action taken against any such infringer, to the extent such monies are intended to compensate HeritageIndiaImages for lost licensing fees or statutory damages, shall after deduction of all costs and expenses incurred in gaining such recovery incurred by or on behalf of HeritageIndiaImages in connection with such action, be divided between the Contributor and HeritageIndiaImages pursuant to the provisions of compensation clause. In the event HeritageIndiaImages elects not to proceed against an infringer, the Contributor shall have the right to proceed against such infringer.
13.3 HeritageIndiaImages reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with HeritageIndiaImages' defense of such claim.

14 TERM AND TERMINATION
14.1 This Agreement is effective until terminated. The Contributor may terminate this Agreement at any time by giving thirty (30) days written notice to HeritageIndiaImages using info@HeritageIndiaImages.com or such other means of written notice acceptable to HeritageIndiaImages which enables confirmation of your identity and your intention to terminate. HeritageIndiaImages may also terminate this Agreement for any reason by giving you thirty (30) days notice by e-mail at the last address contained in your membership information. If Heritage India Images terminates your membership pursuant to the terms of the Membership Agreement, such termination shall be deemed to be notice of termination of this Agreement, as well.
14.2 Either party may terminate this Agreement upon written notice effective immediately upon receipt if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of this Agreement.
14.3 In addition, HeritageIndiaImages may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: (i) in the reasonable opinion of HeritageIndiaImages, any material misrepresentation made as to the capacity, identity or copyright ownership of the Content or the Contributor provided hereunder; or (ii) no log-in or other activity in the account for 12 monHT despite reasonable commercial efforts to contact Contributor based on the information provided through the Site as part of the account profile of such Contributor.
14.4 Upon the termination of this Agreement, the grant of authority given to HeritageIndiaImages shall cease subject to the following conditions: (i) HeritageIndiaImages shall remove Accepted Content from the Site within thirty (30) days of the termination of this Agreement; (ii) notwiHTtanding termination, HeritageIndiaImages shall have the right to continue licensing Accepted Content until it is removed from the Site; and (iii) regardless of the expiration or termination of this Agreement, HeritageIndiaImages will continue, in accordance with this Agreement, to pay compensation due to the Contributor in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.
14.5 Upon termination, HeritageIndiaImages will be entitled to retain all amounts owing to the Contributor for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account. The Contributor agrees to pay a termination fee equal to Rs.100 INR (Rupees One Hundred Only) per digital file or image removed from database.
14.6 NotwiHTtanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by HeritageIndiaImages pursuant to this Agreement.
14.7 Termination of this Agreement shall operate without prejudice to the HeritageIndiaImages' rights, defenses and limitations of liability provided under this Agreement, the Membership Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.
14.8 The Contributor shall not be entitled for any damages out of termination of this Agreement. The only remedy available would be right to receive payment already accrued up on account of licensing of images upto the termination of the Agreement. Without limiting any other remedies, HeritageIndiaImages may terminate this Agreement prima facie if the Contributor is found, by conviction, settlement or other investigation, to have engaged in any fraudulent activity in connection with present venture or is in breach of any of the terms and conditions of this Agreement.

15 DISCLAIMER OF WARRANTIES
15.1 The site, including any content contained therein, are provided by HeritageIndiaImages "AS IT IS" without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. HeritageIndiaImages does not represent or warrant that the site or the content will be made available for sale or license or that their use will be uninterrupted or error free.
15.2 HeritageIndiaImages does not represent or warrant that the site or any content available for downloading through the site will be free of viruses or similar contamination or destructive features.

16 LIMITATION OF LIABILITY
The Contributor assumes all responsibility and risk for use of the Site including without limitation any of the Content or information contained herein:
16.1 In no event shall HeritageIndiaImages or any of its directors, officers, employees, shareholders, partners, agents or licensees be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation the use of, reliance upon, access to, or exploitation of the site, the content or any part thereof, or any rights granted to Contributor hereunder, even if HeritageIndiaImages has been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
16.2 HeritageIndiaImages' total maximum aggregate liability under this agreement or in respect of the use or exploitation of any or all part of the site or the content in any manner whatsoever shall be limited to the fees collected by HeritageIndiaImages for the content that is the subject matter of the claim.
16.3 HeritageIndiaImages is not liable for any threatening, defamatory, obscene, offensive or illegal conduct or speech of any other party or any infringement or violation of another's rights, including intellectual property rights, rights of publicity, or rights of privacy.
16.4 HeritageIndiaImages does not make any other warranties, express or implied, regarding the Content, or its delivery systems, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. HeritageIndiaImages shall not be liable to Contributor or any other person or entity for any punitive, special, indirect, consequential, incidental or other special damages, cost or losses arising out of this Agreement, even if HeritageIndiaImages has been advised of the possibility of such damages, costs or losses. No action, regardless of form or nature, arising out of this Agreement may be brought by or on behalf of Contributor or purchaser more than one (1) year after the cause of action first arose.

17 REMEDY FOR BREACH
The Contributor agrees that any breach of this Agreement by Contributor or its representatives would cause HeritageIndiaImages irreparable harm, injury, loss and damage, the extent of which would be impossible to ascertain and for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies HeritageIndiaImages may have at law or in equity, HeritageIndiaImages shall be entitled to injunctive and other equitable relief in the event of any such breach of this Agreement by Contributor or its Representatives.

18 GOVERNING LAW AND JURISDICTION
18.1 Any dispute, violation, controversy, contest or claim arising out of or relating to this Agreement or the breach, termination or validity thereof (hereinafter the "Disputes") shall be resolved amicably in the first instance. The Parties agree to meet to resolve such dispute in good faith. Should such a solution not be reached, within [30] days from the date of commencement of the dispute, difference or disagreement or such longer period of time as may be mutually agreed by the Parties in writing, such dispute, difference or disagreement shall be referred to Arbitration and shall be finally resolved through arbitration conducted by a tribunal of three arbitrators, with the right of each party to appoint an arbitrator, who in turn will appoint a Presiding Arbitrator. The Presiding Arbitrator shall pass a speaking award. Any order/directions/awards of the majority of the tribunal shall be final and binding on both the parties. The arbitration proceedings shall be in accordance with the Indian Arbitration and Conciliation Act 1996 and Rules there under as at present in force. The seat of arbitration shall be Delhi, India. The arbitration shall be administered in accordance with its practice, rules and regulations. If the award passed in the Arbitration proceeding is not acceptable to any of the Party, then the Party is free to approach the appropriate court of law as agreed herein below. This Agreement shall be construed in accordance with and governed by the laws of India without giving effect to their conflict of laws principles or rules. The courts at Delhi, India shall have exclusive Jurisdiction.
18.2 If HeritageIndiaImages is obligated to go to Court or arbitration to enforce any of its rights, or collect any fees, the Contributor agrees to reimburse HeritageIndiaImages of all the legal expenses including the reasonable attorneys' fees.
18.3 The Contributor agrees to service of any required notice or process upon him/her by email, registered mail or courier.
18.4 The Contributor agrees to the exclusive jurisdiction of Delhi, India courts and hereby waive any jurisdictional or venue defenses otherwise available.

19 MISCELLANEOUS
19.1 Severability. If any or more of the provisions contained in the Agreement is found to be invalid, illegal or enforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
19.2 No action of HeritageIndiaImages, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part ofHeritageIndiaImages of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by a party to such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
19.3 This Agreement contains all the terms and conditions of the Agreement. In addition the Contributor is also bound by the terms and conditions and privacy policy as placed on the website.
19.4 Assignment. Contributor cannot assign its rights and obligations under this Agreement without HeritageIndiaImages' written consent. This Agreement shall be binding upon the parties and upon their respective legal representatives, successors and permitted assigns. HeritageIndiaImages may assign its rights and obligations under this Agreement without Contributor's consent to any HeritageIndiaImages affiliate, or partner or any affiliate or surviving party as part of a corporate reorganization, consolidation, merger, or sale.
19.5 This Agreement can be amended by the written agreement of the parties or by HeritageIndiaImages posting amendments on the Upload portion of the Site. Continued use and failure to terminate this Agreement within fifteen (15) days of posting such amendment will be deemed to be acceptance of the amendment by the Contributor and it will be incorporated by reference into this Agreement.
19.6 Force Majeure. It is expressly agreed that neither party shall be liable for any default, delay, and lapse occurring due to reasons of Force Majeure including war, risk, theft, strike, tempest, sabotage, and change of law or any act of God.
19.7 Nothing in this Agreement shall create a partnership, employer-employee relationship, franshisee-franshisor, or a joint venture between the parties. Contributor shall be solely responsible for the control and management of its business operations, for obtaining and maintaining all applicable business licenses and insurance. Contributor shall indemnify and hold HeritageIndiaImages and its successors, officers, directors, employees, and agents harmless from any and all claims, demands, losses, or damages (including reasonable attorney's fees and expenses) arising out of or in connection with liabilities or obligations imposed or attempted to be imposed upon HeritageIndiaImages by virtue of any such law with respect to Contributor's employees and agents.

BY SUBMITTING ANY CONTENT TO HERITAGEINDIAMAGES YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS AND PRIVACY POLICY OF HERITAGEINDIAIMAGES (WHICH BY THIS REFERENCE IS DEEMED INCORPORATED HEREIN), WITH THE SAME FORCE AND EFFECT AS IF YOU SIGNED SUCH DOCUMENTS BY HAND.

 

HT COMP Usage Agreement


ESSENTIAL INFORMATION

• PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF ANY IMAGE AND FORMS A LEGAL AGREEMENT BETWEEN YOU AND Heritage Trust (hereafter "HT"). By downloading an image from www.HeritageIndiaImages.com, which is a fully owned subsidiary of Heritage Trust you agree to be bound by the terms of this agreement. HT reserves the right to change these terms at any time, and you agree to be bound by such changes.


GENERAL


• All images on this Web site are owned by HT, a division of Heritage Trust (hereafter "HT") and are protected by Indian copyright laws and international treaty provisions. You have limited, restricted rights to use images from HT' sites and servers as described below. For additional rights to an image you must license its use by purchasing the single and accept all of the terms and conditions of the applicable HT License Agreement located on www.HeritageIndiaImages.com. HT retains all rights not expressly granted by this agreement. The license contained in this agreement will terminate automatically without notice from HT if you fail to comply with any provision of this agreement. Upon termination, you must immediately stop using the image and destroy or return all copies from digital, magnetic, solid-state, optical, and all other media storage formats to HT. Your use of any www.HeritageIndiaImages.com must be in compliance with all applicable law, including but not limited to the law of moral rights.


LIMITED, RESTRICTED RIGHTS


• HT grants you, the individual user, the non-exclusive and non-transferable right to copy a HT Non-Exclusive Rights Image or a HT Non-Exclusive Rights Image(s), onto one computer for one user at a time for COMP USAGE and BROWSING only. COMP USAGE is defined as the creation of a temporary test use, rough layout or comprehensive rendering of a proposed work for client review, internal company review or testing. The Image may not be used in any materials distributed outside of your company or that is accessible to the public or any final product, including, without limitation, any online or other electronic distribution system (except you may transmit comps digitally or electronically to your clients for their review) and may not be sold or sublicensed alone or as part of any product.


• You agree not to use the image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, either by making physical changes to it, or in the concurrence to accompanying text. You agree not to use HT or www.HT.com as part of any use involving sensitive subject matter, as determined by HT, including but not limited to the following sensitive subjects: all sexual issues, sexually transmitted diseases, substance abuse, alcohol, tobacco, AIDS, cancer, mental ailments, Homosexual or alternative lifestyles issues, and physical or mental abuse, without advance written consent from HT and any model in such Image. Sensitive subject usage pertains to both commercial and editorial uses. Contact HT for verification of model releases.


• Availability of model releases does not grant the right to use an image in any sensitive issues mentioned.


• Except as expressly stated above, HT Exclusive Rights Image or Non-Exclusive Rights Image(s) may not be used for any other purpose unless you have licensed the use of the Images by purchasing the appropriate single image and have accepted all of the terms of the corresponding HT License Agreement, copies of which are located on HT' Web site (www.HeritageIndiaImages.com) for your review. We encourage you to read the HT License Agreements, which describe all rights provided with HT.


LIMITATION ON WARRANTIES AND LIABILITY


• THE IMAGES AND INFORMATION YOU FIND ON HT' SITES AND SERVERS ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH HT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EXPECTATION OF PRIVACY OR NON- INFRINGEMENT.


• This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.


JURISDICTION


• This Agreement will be governed solely by the laws for the New Delhi, INDIA, without regard to its conflicts of laws rules, and you and your company expressly consent to the exclusive jurisdiction of the courts of the State of New Delhi and you and your company consent to the personal jurisdiction of such courts. If any provision of this agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable.


TRADEMARKS

HT and Heritage India Images are registered trademarks of Heritage Trust registered in INDIA.


ASSIGNABILITY

You may not assign or transfer to anyone else the rights we granted to you in this Agreement, without our prior written consent.


ENTIRE CONTRACT


YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND MASH, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND HT RELATING TO THE SUBJECT OF THIS AGREEMENT. THE EXPLANATIONS TO FAQ's AND OTHER EXPLANATIONS AND CONTENT PROVIDED IN HT WEBSITE ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT.