THIS IS A LEGAL AGREEMENT BETWEEN YOU the "LICENSEE" " (A PERSON OR ANY GROUP/ ASSOCIATION OF PERSONS OR ANY OTHER ENTITY (WHETHER A LEGAL ENTITY OR NOT) AND DNA SYNDICATION THE CONTENT LICENSING DIVISION OF DILIGENT MEDIA CORPORATION LIMITED HEREINAFTER REFERRED TO AS the "LICENSOR" READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU DOWNLOAD ANY LICENSED MATERIAL OR CONTENT. BY PROCEEDING FURTHER AND/ OR BY DOWNLOADING ANY CONTENT FROM THIS WEB SITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE CONTENT USAGE SPECIFICATIONS LISTED BELOW.
In this Agreement the following definitions apply:
- "Licensed Material" or "Content" means any text, photograph, cartoon, graphic, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any reproductions thereof, or any other product which may be viewed, accessed/down loaded from the web site and/or which are protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by THE LICENSOR under the terms of this Agreement.
- "Invoice" means the computer-generated or pre-printed invoice provided by THE LICENSOR that sets forth, without limitation, the specific party contracting with THE LICENSOR, the specific areas of use for the Licensed Material selected, Reproduction rights chosen, sets forth limitations on the license (if any) and states the corresponding price(s) for the license of such Licensed Material. The Invoice shall be deemed to be a part of this Agreement and shall be deemed to be incorporated by this reference herein, and together with this Agreement shall constitute the entire agreement between THE LICENSOR and Licensee regarding the Licensed Material. All references to the Agreement shall include the Invoice.
- "Reproduction" and "Reproduce" include any form of copying or publication of the whole or a part of any Licensed Material, whether by printing, photography, photocopying, slide projection (whether or not to an audience), layout or presentation, use in a production process, electronic, digital or mechanical means, use as a reference by an artist or in an artist's illustration or by any other means. Reproduction further includes the distortion or manipulation of the whole or a part of the Licensed Material (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting Licensed Material may not appear to a reasonable person to be derived from the original Licensed Material. Reproduction also includes distribution in whole or in part of any Licensed Material via television, cable, telecommunications network or internet transmission or otherwise, whether similar or not.
GRANT OF RIGHTS AND RESTRICTIONS
Unless otherwise stated expressly in the Invoice, THE LICENSOR grants to Licensee a nonexclusive, non-sub licensable, non-transferable and non-assignable right to use and reproduce the Licensed Material identified in the Invoice to the extent explicitly stated therein.
THE LICENSOR further grants to the Licensee the right to have the Licensed Material reproduced, solely to the extent explicitly stated in the Invoice, by subcontractors of Licensee, provided that such subcontractors agree to abide by the restrictions of this Agreement. The Licensee shall be solely liable for any claims/ damages caused to THE LICENSOR or to any third party which arises/ may arise due to a breach of the terms of this agreement (including the Invoice), or otherwise in law. The Licensee hereby indemnifies and agrees to keep indemnified THE LICENSOR against all losses, claims, damages or expenses whether direct or indirect (including counsel's fees), and/or any liability consequential, incidental or otherwise), which the Licensor may incur or be put to, claims and/or damages (including all reasonable costs as between attorney and client) for breach of the terms of this agreement (including the Invoice), or otherwise in law by the Licensee.
The Content may be used only for lawful and authorized purpose on a single - use basis and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted in respect to the Content. For any further use of the same Content, after the said single - use, a fresh License will have to be obtained by signing a similar License Agreement.
The Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice. THE LICENSOR, grants Licensee the right to utilize the Licensed Material in the sales and production process that may be necessary for the intended use specified on the Invoice.
Use of Licensed Material in a manner not expressly authorized by the Invoice and this Agreement (i) shall constitute an infringement of the proprietary rights of THE LICENSOR or a third party and (ii) shall result in Licensee incurring or being solely responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of THE LICENSOR or a third party.
If any Licensed Material featuring any person/property is used in a manner that implies endorsement of, use of, or a connection to a product or service by that person or the owner of the property by the Licensee, without the express written permission from the person or the owner of the property to use the text/image then such unauthorized use shall be a violation/breach of this Agreement and the Licensor shall be at the liberty to recover damages from the Licensee and further the Licensee shall be liable to indemnify the Licensor for such unauthorized use.
THE LICENSOR , grant of rights regarding use of Licensed Material on or in a product does not grant Licensee the right to use that Licensed Material in any manner, directly or indirectly (such as, without limitation, in any image or illustration of such product) in the advertising of such product unless that right is also specifically granted.
Pornographic, defamatory, libelous or similar or other unlawful use of Licensed Material is strictly prohibited whether directly or in context or juxtaposition with any other matter.
The terms specified in the Invoice, or in this Agreement, shall not be modified without the express written consent of THE LICENSOR, and any attempt to modify the Agreement without such express written consent, or any attempted deviation from the terms thereof of this Agreement, shall nullify THE LICENSOR indemnity obligations, and the representations and warranties made by THE LICENSOR hereinunder.
Fees assessed for Licensee's use of the Licensed Material depend on the nature of the rights granted. Licensee shall not undertake any expanded use of the Licensed Material without the prior written approval of THE LICENSOR. .Licensee shall promptly notify THE LICENSOR of any expanded use of the Licensed Material for which Licensee has not received the LICENSOR’S prior approval, and shall pay to THE LICENSOR any additional license fee required by THE LICENSOR for such expanded use. The rights and remedies of THE LICENSOR, hereunder shall be in addition to, and not in lieu of, any other rights or remedies that THE LICENSOR may have at law or in equity.
ADDITIONAL RIGHTS AVAILABLE
If you are unsure of your usage rights under this agreement or wish to use the Text/Image in a manner not permitted by this agreement (for example: on line or as part of an advertisement for or of a product), please contact us.
NO RETURN/REFUND POLICY
For your convenience, the file size and dimensions of the images (photographs and cartoons) are given. It is for you to check out these aspects and determine whether or not the image as per the file size and dimensions would be suitable for the particular purpose for which you desire to down load and use the same. Once you have downloaded the image, we will not, under any circumstances whatsoever, refund the monies paid by you.
If any Licensed Material is reproduced in an editorial manner, the credit line as given below must appear adjacent to the Licensed Material, except where otherwise indicated or as otherwise notified.
Name of Author/Photographer/Cartoonist/Illustrator
DNA-Daily News & Analysis
Copyright restricted. Under License from www.dnasyndication.com
If any Licensed Material Reproduced by the Licensee for editorial purposes omits the requisite credit line, an additional fee equal to twenty percent (20%) of the original amount invoiced shall be payable by the Licensee subject to the discretion of THE LICENSOR The foregoing fee shall be in addition to any other rights or remedies that THE LICENSOR may have at law or in equity.
INTELLECTUAL PROPERTY RIGHTSNo ownership or copyright in any Licensed Material shall pass to the Licensee by the issuance of the License contained in this Agreement. Except as expressly set forth in this Agreement, THE LICENSOR, does not grant to the Licensee any rights or license, express or implied, to the Licensed Material. Licensee shall provide or post applicable copyright notice and/or protection. Upon demand, Licensee shall immediately assign to THE LICENSOR any copyright of or to the Licensed Material arising out of the publication of the Licensed Material. No copyright information shall be removed from any digital file.
All Intellectual Property rights of the content shall vest in the Licensor or its third parties exclusively and notwithstanding anything contained hereto the contrary this Agreement or the Invoice does not grant any intellectual property rights in the Content to the Licensee temporarily or permanently either expressly or impliedly.
WARRANTY AND LIMITATION OF LIABILITY
THE LICENSOR 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 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement and the Invoice, will not infringe on any copyright, moral right, trademark or other intellectual property rights.
THE LICENSOR makes no representations or warranties as to whether or not any additional fees or payments may be due to any person depicted in Licensed Material is required or not. Licensee shall be solely responsible for such additional fees or payments if required.
THE LICENSOR grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material, and Licensee must be satisfied that all the necessary rights or consents regarding any of the above, as may be required for Reproduction, have been obtained.
THE LICENSOR makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
Neither THE LICENSOR nor its licensor (as and if applicable) shall be liable to you or any other person or entity for any general, special, direct, indirect, consequential, incidental, or other damages arising out of this license or otherwise.
THE FOREGOING REPRESENTATIONS AND WARRANTIES APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY THE LICENSOR, WHEN USED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE USES EXPRESSLY PROVIDED FOR IN THE INVOICE.
Notwithstanding anything to the contrary contained elsewhere in this Agreement, the Licensee hereby undertakes and agrees to indemnify THE LICENSOR, its subsidiaries, its Parent Company, its Licensor’s and its affiliates (and their respective employees, directors and representatives) and hold the LICENSOR, its subsidiaries, its Parent Company, its Licensor’s and its affiliates (and their respective employees, directors and representatives) harmless and keep the LICENSOR, its subsidiaries, its Parent Company, its Licensor’s and its affiliates (and their respective employees, directors and representatives) at all times fully indemnified and held harmless from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs of the LICENSOR on a solicitor / attorney and own client basis), awards, damages, losses and/or expenses however arising directly or indirectly as a result of:
- any breach or non-performance by the Licensee of any of the Licensee’s undertakings, warranties, covenants, declarations or obligations under this Agreement including the Invoice; or
- any claim or proceeding brought by a customer or any other person or any third party against the LICENSOR in respect of any services offered by the Licensee; or
- any act, neglect or default of the Licensee’s agents, employees, sub-licensees or customers; or
- any loss or liability arising to the LICENSOR in consequence of any such act and deed of the Licensee;
The Licensee shall also fully indemnify and hold harmless the LICENSOR against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party that the Licensee’s services infringes any intellectual or industrial property rights of that third party.
The indemnities under this Article are in addition to and without prejudice to the indemnities given elsewhere in this Agreement and all the indemnities provided herein shall survive the termination of this Agreement.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ELSEWHERE IN THIS AGREEMENT, IT IS EXPRESSLY MADE CLEAR THAT ONLY YOU/LICENSEE AND/ OR YOUR ORGANIZATION SHALL BE LIABLE FOR AND SHALL HAVE THE SOLE RESPONSIBILITY TO DEFEND ANY LEGAL OR OTHER ACTION, CIVIL, CRIMINAL OR OTHERWISE THAT MAY ARISE FROM YOUR USE, MISUSE OR ABUSE OF ANY IMAGE AND the LICENSEE HEREBY INDEMNIFIES AND KEEP INDEMNIFIESD the LICENSOR and its AFFILITEAS and/or its PARETN ORGANIZATION AND ITS LICENSOR(S) FROM ANY AND ALL COSTS, DAMAGES, LIABILITY AND/OR CLAIMS THAT MAY ARISE WHATSOEVER AND ANY SUCH PROCEEING(S) MUST BE DEFENDED BY YOU AT YOUR OWN COST AND EXPENSE.
NOTICE OF DEFENCE
The Licensee shall immediately inform THE LICENSOR of any actual or threatened lawsuit, claim or legal proceeding. The Licensee must give THE LICENSOR , written notice within five (5) business days after receipt of notice of such lawsuit, claim or legal proceeding, whether threatened or initiated;
THE LICENSOR shall have the right, at its expense and in its sole discretion, to select and employ counsel to defend the Licensee against such lawsuit, claim or legal proceeding for which indemnification is sought;
THE LICENSOR shall have the right to control the legal defense and shall have sole discretion as to whether or not to compromise, settle or otherwise dispose of any such lawsuit, claim or legal proceeding;
The Licensee agrees to cooperate fully in defending any such lawsuit, claim or legal proceeding (including, without limitation, making available to THE LICENSOR, such books and records as THE LICENSOR , reasonably requests and making available its employees, agents, officers and directors for depositions, consultations and otherwise when requested);
THE LICENSOR will not indemnify Licensee for legal fees and other costs incurred prior to Licensee giving notice to THE LICENSOR , of the pending action for which indemnity is sought; and THE LICENSOR will not indemnify Licensee for the cost of any salaries, wages or benefits payable to Licensee's personnel involved in any legal action for which indemnity is sought.
Upon receipt of notice from THE LICENSOR that THE LICENSOR chooses not to undertake to defend against or resist any lawsuit, claim or legal proceeding after receiving written notice from Licensee, Licensee shall have the right to incur reasonable costs to investigate, defend, compromise, settle or otherwise dispose of the claim, for the account and at the expense of the LICENSEE.
Licensee shall not take any action that incurs a cost to Licensee or THE LICENSOR without prior written permission of THE LICENSOR
For all Licensed Material that Licensee takes delivery via down load, Licensee must provide the copyright symbol, the name of THE LICENSOR, and the Licensed Material identification number as part of the electronic file. In addition, Licensee may only use a single copy of the Licensed Material on a single computer. Licensee may only down load the Licensed Material onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the Licensed Material for any purpose except as otherwise provided in this Agreement and the Invoice. Notwithstanding the foregoing, Licensee shall be allowed to make one (1) backup copy for security reasons only. Licensee may not use the Licensed Material on any storage jukebox, network configuration or similar computer network arrangement. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Licensed Material from its computer or other electronic storage system.
RIGHT TO INFORMATION
THE LICENSOR may at any time inspect any records, accounts and books relating to the storage, use or Reproduction of any of Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement. THE LICENSOR may seize, confiscate or impound any additional copies of the Images that the Licensee is found to possess at the time of such inspection and reserves a right to terminate this agreement immediately, without prejudice to its right to claim any damages for breach of terms of this agreement or the Invoice.
If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect
No forbearance, delay or indulgence by the LICENSOR in enforcing the provisions of the Agreement shall prejudice or restrict the rights of the LICENSOR nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for the LICENSOR is exclusive of any other right, power or remedy available to the LICENSOR and each such right, power or remedy shall be cumulative.
This Agreement and any dispute or claim relating to it, its enforceability or its termination shall be governed and interpreted according to the laws of INDIA The Courts at Mumbai shall have exclusive jurisdiction over any disputes under this Agreement.
The headings used in this Agreement are for the purpose of convenience alone and shall have no bearing or importance with respect to interpretation of this Agreement or any part thereof.
The LICENSOR reserves the right to modify/ amend/ suspend/ or discontinue this Agreement without any prior notice. It is the Licensee’s responsibility to read this Agreement carefully from time to time. Any changes to this Agreement shall have retrospective effect any and any changes made to this Agreement shall be applicable to any and all content already licensed to the Licensee.
The rights and obligations under this Agreement shall ensure to the benefit of the successors and assigns of the Parties.
COPYRIGHT © 2012 DILIGENT MEDIA CORPORATION LTD. ALL RIGHTS RESERVED .