Terms and Conditions of Use
General
THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND Picade LLC,
RELATING TO THE USE OF Picade LLC'S WEB SITE, DOWNLOADING OF IMAGE
FILES FROM SUCH WEB SITE, AND THE LICENSING OF IMAGES BY Picade LLC
TO YOU.
When you download digital image files from this web site, or receive digital image files
from Picade LLC through any other means, or receive physical images from
Picade LLC via film or any other medium, you agree to and accept all
the terms of this Agreement.
If your actions are on behalf of your employer or another third party,
then all the terms and conditions of this Agreement apply to you and
your employer or other third party.
Images are not to be used in any manner without expressed permission
from Picade LLC. All images are licensed under the terms and
conditions as specified at time of purchase. No image licenses are valid
until Picade LLC has received payment in full. Image usage without
prior payment and Picade LLC's express written authorization is a
copyright violation. All rights not specifically granted are retained by
Picade LLC.
Images are not sold; their use is licensed and they remain the sole and
exclusive property of Picade LLC and the individual photographer,
artist or illustrator.
Images or image files cannot be distributed or re-sold independent from
a product and may not be used in a manner allowing permanent storage or
re-use by third parties. No licenses may be sublicensed, transferred or
assigned. You agree not to make, authorize, or permit any use of any
image except as specifically set forth here and on the invoice you will
receive.
Failure to comply with any of the provisions of this Agreement may
result in immediate revocation of the license granted.
Copyright Protection
All images licensed by Picade LLC are copyrighted and protected by
the intellectual property laws of the United States and the Berne
Convention.
You agree to provide each reproduction of an image with a credit line:
© photographer's name/Picade LLC. You agree to provide
statutory copyright protection of the image by timely registering the
work you created or the work in which the image appears, and such
copyright shall be immediately assigned to Picade LLC or the
photographer, artist or illustrator, upon request and without charge.
Picade LLC has the exclusive right to pursue any copyright
infringement without regard to the rights granted. In the event that
Picade LLC pursues a copyright infringement and receives an award or
settlement, its liability to the licensee shall not exceed that portion
of the license, if any, paid for conflicting exclusivity.
License Granted for Rights-Protected Images
All licenses granted by Picade LLC for the use of Rights-Protected
images are limited to a period of one year on a non-exclusive basis, for
a geographical distribution limited to the country in which the license
is granted, unless otherwise specified at time of purchase and specified
on your invoice. All rights specifically granted, as specified on your
invoice, including but not limited to derivative uses, electronic,
CD-ROM, on-line, or promotional rights, are reserved for use and
disposition by Picade LLC without any limitation whatsoever.
License Granted for Comping Images
You are entitled to download comping image files from Picade LLC's
website, subject to the terms of this Agreement. These image files are
intended for viewing of the image in more detail and for placement
purposes only in unfinished products. Such permission to use comping
files is not to be construed to be a grant of a license for usage.
Payment Terms
No image usage copyright licenses are granted until full payment of
our invoice is received. Reproduction or usage of Picade LLC's images in any
manner without a valid, prior paid written copyright license is a
violation of U.S. Copyright law and will be vigorously prosecuted.
For Dunn & Bradstreet well rated customers granted open account billing
by Picade LLC, full payment of Picade LLC's
invoices must be received on the sooner of thirty (30) days of its date,
without any discounts, or prior to the publication of any image. You agree
to pay Picade LLC a service charge of two (2) percent per
month on any unpaid balance after this time period.
Any disputes concerning the invoice must be submitted in writing, within
five (5) business days of the invoice date, or you shall be deemed to
have accepted the invoice as issued.
For customers utilizing Picade LLC's online automatic image
delivery and copyright license generation ecommerce system hosted by
PhotoShelter, customer must pay either via PayPal or via credit card
accepted by Picade LLC's merchant account credit card
processor at the time of copyright license and digital image
downloading. Customer's credit card will be prior validated and a
time-limited encrypted download url valid for 96 hours will be emailed
to customer's specified email address to enable the customer to download
the copyright license and associated digital image. Customer's credit
card will not be charged until such time as they download the copyright
license and associated digital image. Customer has full opportunity to
examine Picade LLC's digital images online to verify the
suitability of the digital image's for customer's intended use prior to
downloading and payment. Because customer's reproduction and usage of
Picade LLC's digital images after licensing and download by
customer is not controlled by Picade LLC, customer is
solely responsible for determining the suitability for their intended
use of the images prior to download and payment. Once the copyright
license and associated digital image is downloaded, there are no refunds
or cancellations of credit card charges. Picade LLC will
vigorously pursue and litigate fraudulent credit card use.
Unauthorized Use of Images
In the event that i) you utilize any image without or prior to the
granting of a license, or ii) you utilize any Rights-Protected image for
any use other than that indicated on the invoice, including but not
limited to the number of uses, the publications utilized, or the size or
reproduction, Picade LLC reserves the right to seek damages through
legal channels unless you agree to reimburse Picade LLC as follows.
Since it is difficult to determine damages resulting from unauthorized
usage, Picade LLC agrees to forgo our right to sue you for copyright
infringement on the condition that you agree to pay, as liquidated
damages:
-
i. a sum equal to ten (10) times the normal price Picade LLC would
have charged for such use of an image.
Picade LLC will calculate a usage fee by relying in good faith on
the information you provide and will issue an invoice detailing the
license granted.
If you fail to make the payment as outlined above within ten (10) days
of our billing such fee, this liquidated damage provision shall be void
and we reserve the right to sue for copyright infringement plus
attorneys' fees and all associated costs.
Releases, Permissions, and Sensitive Subject Usage
Unless our invoice specifically indicates an image has a model or
property release, it is not to be construed that such a release exists.
Picade LLC gives no rights or warranties with respect to the use of
names, trademarks, logos, registered or copyrighted designs or works of
art depicted in any image, and you must satisfy yourself that all
necessary rights, consents or permissions as may be required for
reproduction are secured.
You agree not to use any image in a defamatory manner or context, either
by changing it or by any accompanying text. Advance written permission
is required for use of images that depict any illegal goods or
activities, or any sensitive subjects, including but not limited to,
contraception, matters of a sexual nature, substance abuse, domestic
violence, alcohol, tobacco, AIDS, cancer, acts of violence and other
serious physical or mental ailments.
You agree to hold Picade LLC harmless from any and all claims and
expenses arising from your use of an image. If you utilize an image
prior to paying our invoice, or without our expressed permission in
regard to sensitive subjects, we are relieved of any claim concerning
the image's use or publication because it was published without
permission. Picade LLC reserves the right not to permit reproduction
of an image for any reason whatsoever. Under all circumstances, our
liability is strictly limited to the invoice price for the use of the
images involved.
Delivery and Return of Film
If you obtained the images from Picade LLC in the form of film,
whether they are originals or duplicates, you may retain the film for a
period of three (3) months after date of invoice. Note: This is not a
bailment. After that date, unless this period is extended in writing,
you will be charged a holding fee of one dollar ($1) per day per image
until their actual receipt by Picade LLC. Holding fees will accrue
for eight (8) months from the stipulated date of return, fourteen (14)
days from receipt, after which such unreturned images will be deemed to
be lost and you will be billed for holding fees accrued to that date and
the lost image fees in accordance with the provisions below.
The film was inspected prior to shipment. We verified their quality.
They were sent to you in perfect condition. By retaining the film, you
accept all responsibility for loss of or damage while they are in your
possession or in transit, from the time you or your representative,
agent or messenger take possession of the film until their safe and
undamaged receipt by Picade LLC. You assume full liability for your
employees, agents, assigns, couriers, messengers, freelance researchers,
researchers, clients and printers for the loss, damage or misuse of the
film. We highly recommend you return film by bonded messenger or
registered mail - return receipt requested, fully insured and adequately
packaged, and that you obtain a receipt proving delivery to Picade LLC.
Both of us agree that it is difficult to determine in advance the amount
of monetary damage due to the loss or damage of an original
transparency, print or negative (a lost or damaged image). Accordingly,
we both agree that the establishment of a reasonable liquidated value
for any lost or damaged image is in both our interests. We both accept
the sum of fifteen hundred dollars ($1,500) as the liquidated value of a
lost or damaged image. The liquidated value of a duplicate transparency
or print is agreed to be one hundred and fifty dollars ($150).
Picade LLC stipulates that a digital file has no liquidated
value. Picade LLC agrees to deliver the photographs to you
only upon your express agreement to the terms in this paragraph. If you
do not accept this liquidated damage provision, or the arbitration clause
below, please contact us immediately regarding the return of the images.
Arbitration
A material part of this contract is our mutual agreement to arbitrate
disputes, except for copyright violations, which will be litigated
solely in U.S. federal court. Any and all disputes arising out of, under
or in connection with the contract, including without limitation its
validity, interpretation, performance and breach, shall be settled by
arbitration in Chicago, Illinois, pursuant to the rules of the American
Arbitration Association in effect at the time arbitration is demanded.
Judgment upon any award rendered may be entered in the highest court of
the forum, state or federal, having jurisdiction. This contract, its
validity and effect shall be interpreted under, and governed by, the
laws of the State of Illinois, and you agree that the arbitrators shall
award all costs of arbitration including legal fees, plus legal
interest, to the successful party.
No Waiver, Severability, Complete Contract
The terms set forth in this Agreement, any delivery contract and
invoice, represent our entire agreement concerning the delivery of
images to you, your review and usage thereof. All prior understandings
or representations, whether written or oral, based on "industry custom"
or past dealings, are hereby merged in this contract. No terms or
conditions may be added, removed or modified unless made in writing and
signed by both parties. No action of ours, other than an express written
waiver, may be construed as a waiver of any part of this contract, and
no employee of Zanshin Images is authorized to waive it orally. In the
event we waive any specific part of this contract, it does not mean we
waive any other part. Should any clause of these Terms and Conditions of
Use be found unenforceable, wherever possible this will not affect any
other clause and each will remain in full force and effect.
Governing Law and Jurisdiction
This contract, its validity and effect shall be interpreted under, and
governed by, the laws of the State of Illinois and shall be considered
to have been made and accepted in Illinois. All suits that may be
brought in regard to this contract, or any aspect of the relationship
between the parties, shall be subject to the exclusive jurisdiction of
the United States District Court for the district of Illinois, Chicago
and/or the Circuit Court of the State of Illinois for Cook County.
Legal Fees
If Picade LLC is obligated to go to court, rather than arbitration,
to enforce any of its rights, you agree to reimburse Picade LLC for
Picade LLC's legal fees and disbursements if Picade LLC is
successful.
U.C.C.
The above terms are governed by Article 2 of the Uniform Commercial
Code.
We reserve the right to change these Terms and Conditions of Use, prices,
and information and available contractual license terms featured on this
website without notice.