Rights-managed License Agreement

Note: You may also download under "Royalty-free License Agreement" and "Tv License Agreement".

I. Definition

This is a rights-managed license agreement (herein mentioned as "Agreement") between you (herein after mentioned as "Client") and Mega Image Bank (herein after mentioned as "Agent"), which explains how the client can use any stock photos, videos, vectors and artwork (hereinafter mentioned as "Content") that you buy and license from our website (hereafter mentioned as "Marketplace"). By downloading content from our marketplace you agree to accept the terms of this agreement.

II. How can the client use the licensed content

Digital format on blogs or websites, advertising campaigns, social networks, web or mobile apps, printed materials such as: books, magazines, newspapers, newsletters, flyers or brochures, boxes or products. Personal use in your home, office, computer, mobile, tablet or any public place, as decoration, wallpapers and decals.

III. Intellectual property rights & copyright

All Content and rights relating to them, including copyright and ownership rights in the media in which the Content are stored, remain the sole and exclusive property of the Photographer or Visual Artist (hereinafter mentioned as "Contributor"). The client does not need to include the credits for commercial use, but if the client is licensing content for editorial use, the client must include the following credit adjacent to the content or in your audio/visual production credits: “©Name of Contributor / Mega Image Bank”. If credit is required but not actually provided, client agrees that the amount of the invoiced fee will be subject to a three-times multiple as reasonable compensation to contributor and agent for the lost value of the credit line.

IV. Client's rights

Client has the right to register as a member in order to download content from our marketplace. This agreement will continue to last for 1 year from the date of purchase. This agreement is exclusive, meaning that only one client has exclusive rights to use the licensed content. Then, the agent cannot license the same content to other clients. The client can use the content in an unlimited number of projects. For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of.

V. Client's Restrictions

The client may NEVER use content in any pornographic or sexual, defamatory or other unlawful content or way. The client may never expose the content where it allows any 3rd party to access, download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the final use). Strictly no use in Trademarks or Logos or as part of a trademark, company, service or business name, or logo or in a subject that would be unflattering, offensive or controversial to a reasonable individual or group of individuals. The client may not use content in connection with any goods or services intended for resale or distribution where the primary value lies in the content itself including, without limitation, cards, stationery items, paper products, apparel items, posters (printed on paper, canvas, or any other media), CDs, DVDs, mobile applications, electronic or digital templates or other items for resale, license or other distribution for profit. This includes products in which content is selected by a third party for customization. The client may never falsely represent that you are the original creator of the content.

VI. Transfer and Assignment

Client may not assign or transfer this agreement or any rights granted under it. This agreement binds Client and inures to the benefit of contributor, as well as their respective principals, employees, agents, and affiliates, heirs, legal representatives, successors, and assigns. Client is liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any terms is binding unless set forth in writing and signed by the parties. This agreement incorporates by reference the Copyright Act of 1976, as amended. It also incorporates by reference those provisions of Article 2 of the Uniform Commercial Code that do not conflict with any specific provisions of this agreement; to the extent that any provision of this agreement may be in direct, indirect, or partial conflict with any provision of the Uniform Commercial Code, the terms of this agreement shall prevail. To the maximum extent permitted by law, the parties intend that this agreement shall not be governed by or subject to the UCITA of any city. The contributor is an independent worker and not an employee. If the contributor is deemed under any law to be an employee of client, and if the content) is therefore considered works made for hire under the Copyright Act, client hereby transfers the copyright to all such content to contributor. Client agrees to execute any documents reasonably requested by contributor to accomplish, expedite or implement such transfer. Client understands that the agent has not made any representation or warranty that your use of the content will not infringe or violate the trademark rights of any third party. The agent does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. It is client's sole responsibility to make sure that you have all the necessary rights, consents and licenses for the use of the content.

VII. Termination/Cancellation/Withdrawal

This agreement is effective for 1 (one) year and/or until it is terminated by either party. The client may terminate this agreement by ceasing use of the licensed content and deleting or destroying any copies. The ahgent may terminate this agreement at any time if you fail to comply with any of the terms, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to agent in writing that you have complied with these requirements. If client uses the content on a social media platforms or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, this agreement shall immediately terminate. The agent holds the sole right to discontinue licensing any item of content at any time in its sole discretion. Upon notice from the agent, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which the agent may be liable, the agent may require the client to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise.

VIII. Indemnification/Limitation of Liability

Client agrees to defend, indemnify and hold harmless the marketplace and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement. THE AGENT WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF THE AGENT HAS 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.

IX. Provisions

This agreement is personal to client and is not assignable by you without the agent's prior written consent. This agreement will be governed by the laws of the Western Cape, South Africa. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by the agent and accepted in writing by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply. All notices required to be sent to the agent under this agreement should be sent via email to info@megaimagebank.com. All notices to you will be sent via email to the email set out in your membership account. The licensing entity under this agreement shall be Mega Image Bank.

X. Last Edit

This agreement was last edited and/or updated on 27/March/2018

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