(part 2)
Intellectual Property Rights.
Who owns the content? All of the licensed content is owned by either Getty Images or its content suppliers. All rights not expressly granted in this agreement are reserved by Getty Images and the content suppliers. You may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the licensed content.
Attribution.
Do I need to include a photo credit? You do not need to include a photo credit for commercial use, but if you are using content for editorial purposes, you must include the following credit adjacent to the content or in production credits: â[Photographer Name]/[Collection Name]/Getty Imagesâ
Do I need to include a video credit? If licensed content is used in an audio/visual production where credits are accorded to other providers of licensed material, you must include the following credit in comparable size and placement: â[Video] [Imagery] supplied by [Artist Name]/[Collection Name]/Getty Imagesâ
Can I use the Getty Images name or logo, or the name and logos of its content suppliers? You may use the name of Getty Images and/or its content suppliers as necessary to give attribution, but you may not otherwise use their names, logos, or trademarks without prior written approval.
Termination/Cancellation/Withdrawal.
Termination. Getty Images may terminate this agreement at any time if you breach any of the terms of this or any other agreement with Getty Images, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Getty Images in writing that you have complied with these requirements.
Social Media Termination. If you use the content on a social media platform 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, the rights granted for such use shall immediately terminate, and in that event, upon Getty Imagesâ request, you agree to remove any content from such platform or website.
Refunds/Cancellation. All requests for refunds/cancellations must be made in writing or using the cancellation function on the Getty Imagesâ website. Provided that the request is made within 7 days and the licensed content has not been used, Getty Images may cancel the relevant order and issue a full refund to your account or credit card. No credits or refunds are available for cancellation requests received more than 7 days from your receipt of content, or for research, lab, service or subscription fees, all of which are non-refundable. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.
Content Withdrawal. Getty Images may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Getty Images, or upon your knowledge, that any content may be subject to a claim of infringement of a third partyâs right for which Getty Images may be liable, Getty Images may require you 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. Getty Images will provide you with replacement content (determined by Getty Images in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
Representations and Warranties. Getty Images makes the following representations and warranties:
Warranty of Non-Infringement. For all licensed content (excluding content marked âaccess onlyâ), Getty Images warrants that your use of such content in accordance with this agreement and in the form delivered by Getty Images (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.
Additional Warranties for Certain Content.
RF: For licensed royalty-free content (excluding content marked âeditorialâ), Getty Images warrants that your use of such content in accordance with this agreement and in the form delivered by Getty Images (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any trademark or other intellectual property right, and will not violate any right of privacy or right of publicity.
RM/RR: For licensed rights-managed and rights-ready content where Getty Images specifically notifies you that a model and/or property release has been obtained, Getty Images warrants that your use of such content in accordance with this agreement and in the form delivered by Getty Images (that is, excluding any modifications, overlays or re-focusing done by you) will not, where a property release has been obtained, infringe on any trademark or other intellectual property right and/or will not, where a model release has been obtained, violate any right of privacy or right of publicity.
Warranty Disclaimer. Unless specifically warranted above, Getty Images 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. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as âeditorial,â and that some jurisdictions provide legal protection against a personâs image, likeness or property being used for commercial purposes when they have not provided a release. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.
Caption/Metadata Disclaimer. While Getty Images has made reasonable efforts to correctly categorize, keyword, caption and title the content, Getty Images does not warrant the accuracy of such information, or of any metadata provided with the content.
No Other Warranties. Except as provided in this section above, the content is provided âas isâ without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Getty Images does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.
Indemnification/Limitation of Liability.
Indemnification of Getty Images by you. You agree to defend, indemnify and hold harmless Getty Images 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 (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with Getty Images; and (iii) your failure to obtain any required release for your use of content.
Indemnification of you by Getty Images. Provided that you are not in breach of this or any other agreement with Getty Images, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 8 above, Getty Images agrees, subject to the terms of this Section 9, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your 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 Getty Images of its warranties in Section 8 above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from Getty Images, or upon your knowledge, that the content is subject to a claim of infringement of a third partyâs right.
The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
Limitation of Liability. GETTY IMAGES WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY IMAGES 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.
General Provisions.
Assignment. This agreement is personal to you and is not assignable by you without Getty Imagesâ prior written consent. Getty Images may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
Audit. Upon reasonable notice, you agree to provide to Getty Images sample copies of projects or end uses that contain licensed content, including by providing Getty Images with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, Getty Images may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to Getty Images of five percent (5%) or more of the amount you should have paid, then in addition to paying Getty Images the amount of the underpayment and any other remedies to which Getty Images is entitled, you also agree to reimburse Getty Images for the costs of conducting the audit.
Electronic storage. You agree to retain the copyright symbol, the name of Getty Images, the contentâs identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties. You may make one (1) copy of the content for back-up purposes.
Governing Law/Arbitration. This agreement will be governed by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMSâ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (âJAMSâ) or of the International Centre for Dispute Resolution ("ICDR") in effect on the date of the commencement of arbitration (the applicable rules to be at your discretion) to be held in one of the following jurisdictions (whichever is closest to you): Seattle, Washington; New York, New York; Chicago, Illinois; Los Angeles, California; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Getty Images 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 you in the event that, in the opinion of Getty Images, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
Entire Agreement. 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 Getty Images and accepted 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.
Notice. All notices required to be sent to Getty Images under this agreement should be sent via email to legalnotice@gettyimages.com. All notices to you will be sent via email to the email set out in your account.
Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.
Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, Getty Images may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
Licensing Entity. The Getty Images licensing entity under this agreement is determined based on your billing address in accordance with the chart found here.