License Agreements

A.V. Rodgers Visual Media reserves the right to change the Terms and Conditions at any time without prior notice. Your continued access or use of the Website and/or the images that appear on the Website after such changes indicates Your acceptance of the Terms and Conditions as modified. It is Your responsibility to review the Terms and Conditions regularly. The Terms and Conditions were last updated on October 2, 2006.

Royalty-free Products Overview
Royalty-free products may be used by the licensee multiple times for multiple projects without incurring additional fees. Royalty-free pricing is based solely on the file size of the product the licensee needs and the number of people entitled to use it (maximum 10), not the specific use. You don't have to pay any additional royalties on a use-by-use basis. However, as with all A.V. Rodgers Visual Media licenses, the rights granted are non-transferable and are personal to the licensee. This means that if an RF product is used in a derivative work by the licensee for another person, the other person may not use the licensed product separately from the derivative work. Royalty-free licenses are always non-exclusive. All licenses of royalty-free products are subject to A.V. Rodgers Visual Media Royalty-Free License Agreement as seen below. Rovalty-free File License Agreement.

Comping Preview File Overview
Images may be used free of charge for a limited duration, if they are used only for personal, noncommercial use and solely for test or sample purposes. These rights are governed by the Comping Preview File License Agreement. Comping files may be used to take a closer look at a particular image or to create materials for proofing presentations to end clients. They are of a lower resolution than the purchased image and do not reflect the quality of the purchased image. Comping files are not licensed for use in final projects, whether for internal or external use.

2. Grant of Rights. Subject to the terms of this Agreement:
(A) AVR grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.
(B) Licensee may have the Licensed Material Reproduced by subcontractors of Licensee for preparation of a final product, provided that such subcontractors agree to abide by the provisions of this Agreement.
(C) Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, so long as there are no more than ten (10) Users. Licensee must purchase additional seat licenses if there are more than ten (10) Users before such additional use begins.

3. Restrictions.
(A) Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement.
(B) Licensee may not: (i) make the Licensed Material available (separate from the end product into which it is incorporated) in any medium accessible by persons other than authorized Users; (ii) sell, license or distribute any end product containing the Licensed Material in a way that is intended to allow or invite a third party to download, extract or access the Licensed Material as a standalone file; (iii) include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (iv) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of on demand products, including, without limitation, postcards, mugs, t-shirts, calendars, posters and other items.
(C) Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that is a stand-alone pictorial, graphic or sculptural work or motion picture or other visual work that derives a substantial part of its artistic components from the Licensed Material.
(D) Licensed Material shall not be incorporated into a logo, trademark or service mark.
(E) Licensed Material may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Licensed Material on mobile devices, without obtaining the prior written consent of AVR.
(F) If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, 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.
(G) Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.
(H) Licensed Material shall not be used contrary to any restriction on use provided to Licensee, including, without limitation, any restriction provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included either in the information provided with the Licensed Material on AVRs website or in any other written communication from AVR. Any such restriction provided to Licensee shall be incorporated into this Agreement.
(I) If the Licensed Material is Reproduced in an editorial manner, Licensee must include the following credit adjacent to the Licensed Material: [Photographers name]/[Collection Name]/A.V. Rodgers Visual Media or as otherwise notified by AVR.
(J) Where technically feasible, a screen credit, equal in size and placement to like footage in the media, must be provided for any film or video footage Licensed Material used in a feature film, broadcast television or cable production and must read: Film supplied by [A.V. Rodgers Visual Media,] or Film supplied by [Digital Vision/Getty Images] or Film supplied by [other film collection/Getty Images].
(K) While efforts have been made to correctly caption the subject matter of the Licensed Material, AVR does not warrant the accuracy of such information.
(L) Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (L.1) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (L.2) if Licensee disputes Purchasers 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 3.12 shall serve to excuse Purchasers obligation to make payment to AVR for the Licensed Material.

4. Copyright and Trademarks.
No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, AVR grants Licensee no right or license, express or implied, to the Licensed Material. In connection with the use of A.V. Rodgers Visual Media or any other of A.V. Rodgers Visual Medias trade names, trademarks, logos or service marks (“Marks), Licensee acknowledges and agrees that (i) A.V. Rodgers Visual Media Marks are and shall remain the sole property of A.V. Rodgers Visual Media; (ii) nothing in this Agreement shall confer upon Licensee any right of ownership in A.V. Rodgers Visual Media Marks; and (iii) Licensee shall not now or in the future contest the validity of A.V. Rodgers Visual Media Marks.

5. Warranty and Limitation of Liability.
(A) AVR 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 (Licensees sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (iii) Licensees use of the Licensed Material in its original form and when used in accordance with this Agreement, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (iv) all necessary model and/or property releases for use of the Licensed Material authorized under this Agreement have been obtained. Neither AVR, nor any party on whose behalf Getty Images 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 trade union, and Licensee shall be solely responsible for any such additional fees or payments to such trade union.
(B) NEITHER AVR 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. NEITHER GETTY IMAGES NOR ITS LICENSORS SHALL BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY IMAGES OR ITS LICENSORS, AS APPLICABLE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES.

6. Indemnification.
(A) Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensees sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 5 above, Getty Images shall defend, indemnify and hold Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (excluding punitive damages not directly attributable to acts of AVR), 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 Getty Images is in breach of its warranties set forth in Section 5 above. The foregoing states Getty Images entire indemnification obligation under this Agreement.
(B) Licensee shall defend, indemnify and hold AVR and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (excluding 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 Licensees use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.
(C) The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying partys 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 expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees or 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), AVR 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. Interest or Cancellation on Overdue Invoices.
If Licensee fails to pay AVR invoice in full within the time specified in the invoice, AVR may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. AVR also reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time.

9. Termination and Revocation.
The license contained in this Agreement will terminate automatically without notice from AVR if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; (ii) destroy or, upon the request of AVR, return the Licensed Material to AVR; and (iii) delete and remove the Licensed Material from Licensees premises, computer systems and storage (electronic or physical).

10. Miscellaneous Terms.
(A) Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement (including, without limitation, use of Licensed Material by more than ten (10) Users without purchase of additional seat licenses) constitutes copyright infringement, entitling AVR to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Getty Images other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times AVR s standard license fee for use of the Licensed Material.
(B) Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to AVR. In addition, upon reasonable notice, AVR may, at its discretion, either through its own employees or through a third party, audit Licensees records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. Where AVR reasonably believes that Licensed Material is being used by more than the authorized number of Users, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at AVRs request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by AVR.
(C) Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of A.V. Rodgers Visual Media, the Licensed Materials identification number and any other information as may be embedded in the electronic file containing the original Licensed Material that is stored on Licensees computers. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.
(D) Withdrawal. Upon notice from AVR, or upon Licensees 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 AVR may be liable herein, or if AVR 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, if possible, cease any future use at its own expense. AVR shall provide Licensee with comparable Licensed Material (which comparability will be determined by AVR in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
(E) Governing Law. This Agreement will be governed in all respects by the laws of the Commonwealth of Pennsylvania, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, AVR shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of AVR, such action is necessary or desirable.
(F) Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable 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.
(G) Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party 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 one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
(H) Entire Agreement. This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.

1. Grant of License.
AVR grants to you, for a period of thirty (30) days, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to use the image and/or film preview file you have selected and any derivatives or copies (collectively, the Licensed Material), on your personal computer and, in the case of film, in any test, sample, comp or rough cut evaluation materials. The Licensed Material may only be used in materials for personal, noncommercial use and test or sample use, including comps and layouts.

2. Restrictions.
(A) The Licensed Material may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including, but not limited to, advertising and marketing materials or in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Licensed Material.
(B) One copy of the Licensed Material may be made for backup purposes only but may only be used if the original Licensed Material becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the Licensed Material may not be shared or copied for example by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licensed Material featuring a person is used (B.1) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (B.2) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.

3. Rights-Managed Still Fee.
For rights-managed still Licensed Material only, if at the end of 30 days you have not licensed the Licensed Material for end use in a final project, you will be invoiced a comp service fee in the amount of one hundred fifty dollars ($150) USD or such other local currency amount as AVR Images may apply from time to time. If, at any time within the 30-day comp license period, you license such rights-managed still Licensed Material for end use in a final project and do not subsequently cancel the license, the comp service fee will not be charged. Payment of the comp service fee relates solely to comping use during the 30-day comp license period and does not entitle you to make any additional use of the Licensed Material either before or after expiry of the 30 days. 4. Film Access Fee. Upon download of any film Licensed Material, you will be invoiced a non-refundable access service fee of one hundred fifty dollars ($150) USD or such other local currency amount as AVR may apply from time to time.

5. Additional Rights Available.
If you are unsure of your usage rights under this Agreement or wish to use the Licensed Material in a manner not permitted by this Agreement (for example: online or as part of an advertisement or product), please contact your local AVR office.

6. Warranty.
AVR Images warrants the digital copy of the Licensed Material in the form downloaded by you to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Licensed Material. AVR IMAGES MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states or jurisdictions do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state and jurisdiction to jurisdiction. NEITHER AVR IMAGES NOR ANY OF ITS IMAGE PARTNERS 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.

7. General.
All rights to the Licensed Material are owned by AVR and/or its image partners and are protected by United States copyright laws, international treaty provisions and other applicable laws. AVR and its image partners retain all rights not expressly granted by this Agreement. The license contained in this Agreement will terminate automatically without notice from AVR upon expiry of the 30-day comp license period or, if sooner, upon you failing to comply with any provision of this Agreement. Upon termination, you must immediately stop using the Licensed Material and either destroy any digital Licensed Material or return the Licensed Material and all copies to AVR.

A.V. Rodgers, 47 West Afton Avenue, Yardley, PA .
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