The terms and conditions of this Licensing Agreement (“Agreement”) apply to all products provided by PhotoJunction360 to you (“Licensee”).
1.1. Capitalized terms used in the Agreement shall have the meanings set out below:
“Websites” shall mean www.PhotoJunction360.com;
“Materials” shall mean the images, vectors, videos and other materials available for Licensee to download from the Websites;
“Downloads” shall mean the packages of Materials specified on www.PhotoJunction360.com;
“Licensee Material” shall mean Licensee’s own images, videos, illustrations, documents and other files uploaded to PhotoJunction360;
“PhotoJunction360” shall mean the system/tool for organizing, storing and sharing Licensee Materials;
2. Scope of the License
2.1. Upon Licensee’s payment for Downloads and/or PhotoJunction360 and conditioned upon Licensee’s compliance with the Agreement, PhotoJunction360 grants Licensee a time limited, non-exclusive right to use the Downloads and/or PhotoJunction360 on the terms and conditions set out in this Agreement.
2.2.1. Licensee is entitled to use Downloads in its own work or as part of creative or editorial work for third parties only.
2.2.2. Licensee may set up one or more of its employees as users. Licensee shall ensure that all such users meet the terms and conditions of the Agreement and that each user has a unique username and password.
2.2.3. Downloads must not be used as part of a logo, trademark or similar company characteristic.
2.2.4. Licensee must not use Downloads in any abusive, condescending or otherwise offensive manner or context.
2.2.5. Licensee must not sell, distribute, license, rent, lease, lend, pledge or otherwise transfer, assign or sublicense Downloads to a third party for such third party’s own use or use Downloads in online templates of any kind or other online services which gives third parties access to Downloads.
2.3.1. Licensee is entitled to use PhotoJunction360 for organizing, storing and sharing Licensee Materials.
2.3.2. Licensee may set up one or more of its employees as users. Licensee shall ensure that all such users meet the terms and conditions of the Agreement and that each user has a unique username and password.
2.3.3. Licensee must not license, transfer, assign or sublicense PhotoJunction360 or the related rights of use to a third party.
2.3.4. Licensee is solely responsible (i) for the Licensee Material being uploaded and for ensuring that Licensee Material does not menace or harass any person or cause damage or injury to any person or property; (ii) for ensuring all intellectual property or other proprietary rights in and to Licensee Material; (iii) for which Licensee Materials is being shared and how (through links or use of public sites); and (iv) for not uploading sensitive personal data.
2.4. PhotoJunction360 has the unilateral right to terminate the Agreement if Licensee is acting in breach of the Agreement. Furthermore, PhotoJunction360 reserves the right, but has no obligation, to take remedial action if any Licensee Material violates the restrictions set forth in this Section 2, including the removal or disablement of access to such Licensee Material. PhotoJunction360 shall have no liability to Licensee if PhotoJunction360 takes such action. Licensee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Licensee Material. Licensee agrees to defend and indemnify PhotoJunction360 against any claim arising out of a violation of Licensee’s obligations under this Section 2.
3. Royalty-Free Materials
3.1. Royalty-Free Materials are Materials, which are specified as such on the Websites. There are no restrictions on the use of Royalty-Free Materials besides the conditions in the Agreement. Royalty-Free Materials may be cropped and modified.
4. Editorial Materials
4.1. Editorial Materials are Materials, which are specified as such on the Websites. Editorial Materials must only be used in an “editorial” context, meaning that the use must relate to events that have novelty or are of public interest, i.e. in newspaper or magazine articles (“Editorial Use”). Editorial Materials may NOT be used in any commercial or promotional manner whatsoever.
4.2. Editorial Materials may be cropped, provided that the editorial integrity of the Editorial Material is not compromised. No other form of altering, tampering, or changing (manual or electronic) of Editorial Materials is allowed.
4.3. When using Material for Editorial Use Licensee must comply with the following guidelines for credit attribution: (i) Off-line/print: the credit “Photo: PhotoJunction360.com” must be placed below or near the image. If there is a person in the image, the credit should be: “Model photo: PhotoJunction360.com”; and (ii) Online: Licensee shall provide a link to www.PhotoJunction360.com or provide the following credit “Photo: PhotoJunction360.com” below the image if possible or on the same webpage as the main article it is used to illustrate. If there is a person in the image, the credit should be: “Model photo: PhotoJunction360.com”.
5. Reasonable Use Policy
5.1. In order to ensure that all licensees are able to use Downloads and/or PhotoJunction360 without problems, delays or disturbances, and to protect against fraud, PhotoJunction360 may choose to restrict unreasonable usage of Downloads and/or PhotoJunction360. For clarification purposes, unreasonable usage is understood as:
5.1.1. Downloads: excessive download of Materials.
5.1.2. PhotoJunction360: excessive upload of Licensee Materials, excessive download of Licensee Materials or excessive processing of Licensee Materials.
5.1.3. If Licensee fails to meet PhotoJunction360’s demand to limit its use, PhotoJunction360 may terminate the Agreement without notice. PhotoJunction360 decides at its sole discretion what comprises unreasonable usage.
5.2. If Licensee holds a subscription plan, Licensee can accumulate up to 3 (three) months’ worth of downloads accessible as long as the subscription plan is not terminated.
5.3. Licensee is entitled to store and copy the Materials to the extent necessary in order to use the Materials cf. Section 11, “License Period and Termination” but may not store or copy the Materials for any other purposes.
6.1. Prices and payment conditions are stated on the Websites. All prices are exclusive of GST.
6.2. PhotoJunction360 is entitled to change its prices at all times. Information on price increases will be posted either on the invoice or by separate e-mail. Licensee has the option to terminate the Agreement before the next payment is due.
6.3. Licensee may not withhold payment for a possible counterclaim.
7.1. No refunds will be provided and Licensee must pay the full amount for the purchased Downloads and/or PhotoJunction360 regardless of whether the Materials are downloaded/used or whether PhotoJunction360 is used or not.
7.2. If the ordered Materials are defective, PhotoJunction360 shall at its sole discretion, and as Licensee’s sole remedy, either provide Licensee with a replacement of the Materials in question, or refund Licensee the amount paid for the defective Materials. Licensee may not assert any other rights or make any other claims because of Materials being defective.
8. Intellectual Property Rights
8.1. PhotoJunction360, or the content supplier from which PhotoJunction360 has derived its rights, retains all rights, title and interest in the copyrights, trademarks and all other intellectual property rights to the Materials. Licensee must respect PhotoJunction360’s and/or the content supplier’s rights and is liable for any infringement of these rights.
8.2. Licensee is not granted any right in the Materials except for the limited license specified in the Agreement.
8.3. Licensee is not entitled to break or change any security codes, change or remove any notice on copyright, trademarks or any other rights marked on or relating to the Materials and/or PhotoJunction360.
8.4. Licensee retains all rights and titles to Licensee Materials and may at any time remove all Licensee Materials from PhotoJunction360.
9. Limited Warranty
9.1. PhotoJunction360 warrants that it is entitled to sublicense the Materials. PhotoJunction360 does, however, not warrant that it holds licenses or has obtained rights to or approvals regarding the subject matter depicted in the Materials whether this is logos, designs, architecture, furniture, persons or other matter depicted. Such subject matter may be subject to copyrights, trademarks, property rights, privacy rights or other rights of third parties, and Licensee is solely responsible for determining whether an approval from third parties is necessary, and if so, for obtaining such approval.
9.2. If a third-party object to Licensee’s use of Materials, Licensee shall give written notice to PhotoJunction360 immediately. In case of a legitimate objection, PhotoJunction360 shall at its sole discretion and as Licensee’s sole remedy, either provide Licensee with a replacement of the Materials in question or terminate the Agreement against repayment of the fee already paid by Licensee. Licensee may not assert any other rights or make any other claims under this limited warranty.
9.3. Besides this limited warranty, the Materials is licensed “as is” and PhotoJunction360 makes no other guarantee, expressed or implied, regarding the Material and/or PhotoJunction360, including any warranties of merchantability or fitness for a particular purpose.
10. Limitation of Liability
10.1. PhotoJunction360 shall not be liable for any damages or economic loss, including but not limited to operating loss, loss of profits, loss of data, loss of Materials, loss of Licensee Material or any other indirect economic loss suffered as a result of use of the Materials and/or PhotoJunction360. Licensee is aware that system failure, unavailability, omissions, delays or disturbances or hacking of the Websites may occur.
10.2. PhotoJunction360 shall not be liable for any loss caused by Licensee’s use of the Material and/or PhotoJunction360 not in accordance with the Agreement or with PhotoJunction360’s instruction, negligence on the part of Licensee or loss caused by Licensee’s own hardware, software, browser, server or internet connection.
10.3. PhotoJunction360 is not liable for failure to perform its obligations under the Agreement due to force majeure. As force majeure is considered fire, war, nature catastrophes, strikes, lockouts and other disturbances beyond PhotoJunction360’s control. In case of force majeure, delivery times are postponed until delivery can take place. However, if the delay lasts more than 1 (one) month both parties are entitled to terminate the Agreement without notice and without payment of compensation or damages.
10.4. PhotoJunction360 does not warrant that a certain number of Materials or that certain specific Materials are or will be available. PhotoJunction360 therefore cannot be met with a claim if the number of Materials decreases or if a certain specific Material is taken off the Websites due to termination of use, discontinuation or delay in delivery from PhotoJunction360’s suppliers.
10.5. PhotoJunction360’s product liability is limited to the extent permitted by mandatory law.
10.6. The liability of PhotoJunction360 shall always be limited to an amount equal to the fee paid by Licensee in the year where the damage occurred and to a period of 1 (one) year from Licensee’s last download of Materials and/or use of PhotoJunction360.
11. License Period and Termination
11.1. All subscription plans continue in force until terminated either (i) by one of the parties by providing a 14 (fourteen) days’ written notice to the end of the subscription plan; or (ii) online by Licensee up to 1 (one) day prior to the end of the subscription plan. The duration of the subscription plan being the period for which Licensee has been invoiced, e.g. January 1 through December 31.
11.2.1. Downloaded as part of limited subscription plan: Materials may be used in unaltered and in new contexts for a period of up to 3 (three) years after date of termination. Materials used within such 3 (three) year period may continue to be used in an unaltered manner and context with no time limitation.
Unused downloads cease to be accessible 14 (fourteen) days from date of termination.
11.2.2. Downloaded as part of an unlimited subscription plan: Materials may be used in unaltered contexts with no time limitations. Materials may be used in new contexts for 30 (thirty) days after termination only.
11.2.3. Downloaded as single downloads: Materials may be used in unaltered and in new contexts for a period of up to 3 (three) years after date of download. Materials used within such 3 (three) year period may continue to be used in an unaltered manner and context with no time limitation.
Unused single downloads (bought as a single download or Pay&Go) cease to be accessible 1 (one) year from date of purchase.
11.3.1. Licensee shall remove all Licensee Materials before the end of the subscription plan. If Licensee has not removed the Licensee Materials within this period, PhotoJunction360 is at its own discretion entitled to either export the Licensee Materials to another media at Licensee’s expense or delete the Licensee Materials.
11.3.2. In case of PhotoJunction360 terminates Licensee’s right to use PhotoJunction360, Licensee will be given 4 (four) weeks’ written notice to remove the Licensee Materials.
11.4. If Licensee does not comply with the Agreement or does not pay a fee when due, PhotoJunction360 may terminate the Agreement without notice. PhotoJunction360 shall be entitled to exercise all rights and remedies, including damages.
12. Personal Data
12.1. While providing the Materials and/or PhotoJunction360 to Licensee according to the Agreement, PhotoJunction360 may process personal data on behalf of Licensee. Licensee and PhotoJunction360 agree to comply with the terms set forth in Appendix 1, “Data Processing Agreement” regarding the processing of personal data on behalf of Licensee.
13. General Terms
13.1. Amendments. PhotoJunction360 may at all times modify and amend the terms and conditions of the Agreement. PhotoJunction360 will, unless such change(s) in PhotoJunction360’s opinion is regarded minor, by e-mail inform Licensee of such change(s).
13.2. Service Providers. Licensee acknowledges and accept that PhotoJunction360 uses the service providers listed in Appendix 2, “Service Providers” for processing and sending invoices, payments, news letters and SMS’.
13.3. Choice of Law and Jurisdiction. The Agreement will be governed and construed in accordance with the Laws of India without regard to its conflict of laws principles.