License Agreement

The subject matter of this Agreement is the granting of a license to use selected images or videos from the IMAGO database. IMAGO is the joint brand of imago stock & people GmbH and imago sportfotodienst GmbH. IMAGO acts upon its independent partners (for instance: photographers, photo agencies, news agencies, etc.) and is not the actual creator and author of the images or videos. At the time the image or video is provided to the customer, IMAGO guarantees to be entitled to grant the license of use given under this agreement. All licensed material is protected by copyrights and is provided exclusively for the acquisition of simple rights of use as defined by copyright law. The ownership of the image(s) and video(s) remains with the author, its actual creator. Licenses from IMAGO's webshop can only be purchased by customers that do not have any other currently valid pricing agreement with IMAGO.

IMAGO grants licenses to customers for various uses of offered images or videos. Depending on the chosen license model, the usage in this sense is understood to be the single or multiple seats of an image or video in an editorial or commercial project. More detailed descriptions of the license model kinds can be found under §3.1 and §3.2.

For each usage of an image or video, an independent license is required (for instance by purchasing individual licenses or within an ongoing package agreement by downloading the corresponding file). For PR material (for instance film stills), pool photos and videos and other public domain photos and videos no license fee but a processing fee in the same amount is charged. For each new use of a previously used image or video under a Rights Managed License, an additional, independent license is required (for further details please see §3.2). This must be done by purchasing a single license or by downloading within an ongoing image package prior to publication. Otherwise this is defined as unauthorized use, which must be reported immediately by the customer. This applies to the use in physical reproductions as well as in digital media.

Restricted use and additional notes to usage

• Providing the image or video material or content in which the material is used to third-party providers is not permitted.
• Related to editorial content within a Rights Managed License, the right to edit the images is restricted and only allowed, if necessary, for excerpts. This is required to be done with the work integrity rights of the authors, as well as the use of the images in connection with works of other rights holders.
• With a Royalty Free License the customer is permitted to edit the image fully and to retouch and manipulate if desired by them.
• General applicable provisions regarding property rights and personal rights of the visible natural persons or legal entities on the chosen images or videos must be taken into account.
• The use of image or video material in any defamatory, distorting, pornographic, dating/escort, tobacco service context or otherwise unlawful manner is prohibited.
• Images for which a model release is available are marked as such. In the case of classification in contexts that appear controversial according to general opinion, it should be pointed out that the image is being used for illustrative purposes only.
• Rights to any artistic works shown (e.g. paintings, stamps, film productions) cannot be obtained by IMAGO. In general, images or videos with corresponding motifs may not be used independently of a reference to the editorial context (e.g. use of film stills only when reporting on the film).
• Using the image or video provided by IMAGO in a Trademark or Logo is prohibited. Additionally, the customer is not permitted to register a Trademark or Logo including such content as a trademark in any given jurisdiction.

IMAGO must be informed of any claims for damages as soon as possible. If editorial images are printed or otherwise published, a copyright notice in the form IMAGO / name of photographer must be included. Agencies are permitted to license images or videos from IMAGO on behalf of their clients. Here, the licensee name has to be included in order for the client to have the rights to use this image or video. Captions, keywords or other information regarding the photographic or film material have been provided to the best of the author's or image supplier's knowledge and belief, but IMAGO cannot guarantee the accuracy of this information. For more information, please refer to §4. The customer shall be responsible for ensuring that the images or videos are published in digital media in a manner that excludes any use of the images beyond the simple rights of use granted under the contract, e.g. by means of security measures such as download protection, naming of the author or watermarks in the image or a limitation of the pixel size of the published image or video. Customers with billing addresses outside Germany may not be allowed to use certain images or videos, these are marked accordingly.

§3.1 License types

Images

Rights Managed License - Standard

One-time editorial use in an online article, social media channels, internal presentation, website, newsletter, or blog. One-time personal, non-commercial use, e.g. for personal archive (not for resale, reproduction, publication or any public display or other commercial use).

Rights Managed License - Extended

One-time editorial use in a book, newspaper or magazine (excluding cover page), external presentation. Limited to 5,000 circulation. This includes the rights available in the Standard license.

Royalty Free Classic License - Standard

One-time use in an online article, social media channels, presentation, website, newsletter, or blog. Editorial and commercial use possible. Medium-resolution quality.

Royalty Free Classic License - Extended

Multiple time use in print, advertising, packaging, and merchandising. Limited to 8,000 circulation. Editorial and commercial use possible. Unlimited web distribution.

Royalty Free Premium License - Standard

Multiple-time use in an article, social media channels, presentations, website, newsletter, or blog. Editorial and commercial use possible.

Royalty Free Premium License - Extended

Unlimited use in web, print, advertising, packaging, and merchandising. Editorial and commercial use possible.

Videos

Rights Managed License - Standard

One-time editorial use in an article, website, social media channels, newsletter, blog, app, or internal presentation. The resolution of the video is up to 1080 pixels (Full HD).

Rights Managed License - Extended

One-time editorial use in website, social media channels, newsletter, blog, app, or external presentation. Limited to 20,000 viewers. The resolution of the video is up to 4k pixels.

Royalty Free Classic License - Standard

One-time editorial or commercial use in an article, website, social media channels, newsletter, blog, app, or internal presentation. The resolution of the video is up to 1080 pixels (Full HD).

Royalty Free Classic License - Extended

Unlimited use in website, social media channels, newsletter, blog, app, or external presentation. The resolution of the video is up to 4k pixels.

Royalty Free Premium License - Standard

Multiple-time editorial or commercial use in an article, website, social media channels, newsletter, blog, app, or internal presentations. The resolution of the video is up to 1080 pixels (Full HD).

Royalty Free Premium License - Extended

Unlimited use in website, social media channels, newsletter, blog, app, or internal presentation. The resolution of the video is up to 4k pixels.

§3.2 Single licenses

With the purchase of a single license, the customer receives a license depending on the selected model. The possible license models of a media type are marked accordingly on the IMAGO website. If a type of media for which the customer has purchased a license is subsequently not used, the customer shall not be entitled to a replacement, refund or waiver of the invoice. Payment of the fee shall be made against invoice as well as the other payment options offered. Invoices are issued immediately after the purchase of individual licenses. In the case of a purchase on account, invoices are due for payment net within 10 days of the invoice date.

Important note about Rights Managed Licenses:

Commercial use of editorial content is not permitted due to affected personal rights (in the case of depicted persons) or property rights (in the case of depicted objects to which these rights exist) unless the customer can use the images for these purposes based on existing agreements with the owners of these rights. The responsibility for the existence of such agreements shall be borne exclusively by the customer, any liability for this on the part of IMAGO is excluded.

Important Information on Unauthorized Uses

Any publication and use of an image or video without a valid license or agreement constitutes a copyright infringement. As a result, we are compelled to demand compensation for the unjustified use of the material. In finding and pursuing unauthorized uses, we cooperate with the service provider Copyright Agent. More information about Copyright Agent can be found here: www.copyrightagent.com

§3.3 Packages

By purchasing one of the following, offered packages, the customer acquires the right to make downloads of images or videos. The number of downloads depends on the number of credits purchased by the customer within the selected package. The price per package and the credits included for it varies depending on the selection of the package which is described in the package selection. Each download corresponds to the granting of a license for one-time or multiple publications in accordance with the provisions in §2. If an image or video that a customer has purchased is not subsequently used, there is no right to replacement or refund. The packages contain a certain number of credits that allow a respective number of downloads. A transparent overview of the downloads can be viewed in the customer account. The fee is payable at the beginning of the package term. The invoice is issued at the beginning of the term. In the case of purchase on account, invoices are due for payment net within 10 days of the invoice date.

IMAGO is entitled to change prices at any time and will inform the customer in due time. For packages already booked and paid for, price changes will take effect at the earliest with the next booking.

The types of use granted depend on the respective license selected within the package. Further licensing is excluded for all licenses. Promotional use or use for a commercial product is only permitted in the license types described accordingly. For re-licensing or promotional use of editorial content, however, individual agreements can be made with IMAGO. Please contact the IMAGO team directly for this purpose.

The customer can choose between different types of packages: Mini, Regular, Mega, Super Saver and Ultra Saver. An individual enterprise package solution is also available. The packages differ in the respective price and the corresponding number of so-called credits, which are credited to the user account through the purchase. Larger packages result in a lower price per credit. Credits are always valid for one year from the date of purchase of the respective package. Multiple seats and complementary packages can be purchased at any time to increase the credits attributed to the user. In case of a purchase of new credits the customer is able to see the old and new credits and their expiry date in the account overview. Within the term of a package, the customers can redeem their credits to purchase images and other types of media with different license models. The license models are based on the available individual licenses and differ in the type and restriction of use.

§3.3.1 Enterprise package

If demand is regular and high, it is possible to put together customized packages that are tailored specifically to the customer's needs. For this purpose, the individual rights of use and general points will be discussed directly with the IMAGO team. Additional services, such as direct telephone support, research work for the perfect image or video material, as well as other individual services are possible. Please contact the IMAGO team for more information.

Non infringement warranty

IMAGO warrants that all content purchased by the customer from the webshop, used in the form delivered by IMAGO (without modifications, overlays or refocusing done by the customer) accordingly to this agreement will not infringe any copyrights or moral rights of the content creator.

Specific warranties for given licenses

• RF: In addition to the overall non-infringement warranty above, IMAGO warrants that the usage of RF material will not infringe any trademark or other intellectual property, privacy right or right of publicity.
• RM: For images or videos within a Rights Managed License in which IMAGO states that a model and/or property release has been obtained, IMAGO warrants that your use of such content, in accordance with this agreement and in the form purchased by you from IMAGO will not infringe any trademark or other intellectual property right.

Furthermore, where a model release has been obtained, there will be no violation of any privacy rights or rights of publicity.

Warranty Disclaimer

If not explicitly stated above, IMAGO does not grant any right or warrant in cases regarding the use of names, people, trademarks, logos, registered, unregistered or copyrighted audio, work of art or architecture depicted or contained in the content. In these specific cases, the consumer holds the responsibility for determining whether releases are required for your proposed use of the content and it is the customers responsibility to obtain these release rights. For our editorial content, offered in our webshop, in general no releases are obtained.

Depending on the jurisdiction, legal protection against a person's image, likeness or property being used for commercial projects is at stake and can lead to legal consequences if no release was obtained beforehand.

The customer is solely responsible for the payment of any amounts related that may be due under and in 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 IMAGO has made reasonable efforts to correctly categorise, keyword, caption and title the content offered, IMAGO does not guarantee the accuracy of given information or of any metadata provided with its content.

No Other Warranties

Except in the cases described in the section above Caption/Metadata Disclaimer the content provided by IMAGO is offered as it is, 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. IMAGO does not represent or guarantee that the content or its website will meet the customer's requirement or that use of the content or websites will be uninterrupted or completely error free.

Indemnification of IMAGO by customer

The customer agrees to defend, indemnify and hold harmless IMAGO and its affiliates and content suppliers, and each of their respective officers directors and employees from all damages, liabilities and expenses (reasonable outside legal fees included) arising out of or in connection with:

• The use of any content outside the scope of this agreement
• Any breach or alleged breach by the customer or anyone acting on their behalf of any terms of this or any other agreement with IMAGO and
• The customers failure to obtain any required release for your use of content.

Indemnification of customer by IMAGO

Given that the customer is not in breach of this agreement at hand or any other agreement with IMAGO, and as your sole and exclusive remedy for any breach of the warranties stated in §4 above IMAGO agrees, subject to the terms of this paragraph, to defend, indemnify and hold harmless the customer and their company, parent, subsidiaries and affiliates, and each of their respective officers, directors and employees from all damages, liabilities and expenses (reasonable outside legal fees included) arising out of or in connection with any breach or alleged breach by Imago Images of its warranties in Section 4 above.

This form of indemnification does not apply to the extent that damages, costs or losses arise out of or are the result of modifications made by the customer to the content or the content the image is used. Furthermore, the indemnification is not applicable to the customer's continued use of content following a notification from IMAGO, or upon the customer's knowledge, that the content is subject to a claim of infringement of a third party's right.

The party that is seeking indemnification is required to promptly notify the other party about the claim in written form. The indemnifying party, which is the one covering the costs, has the right to assume the handling, settlement or defence of any claim or litigation. The indemnified party, which is the party not covering the costs, is obliged to cooperate in any way reasonably requested by the indemnifying party. The indemnifying part will not be liable for the legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

Limitations of Liability

IMAGO WILL NOT BE LIABLE TO YOU OR ANY OTHER LEGAL OR NATURAL PERSON FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR GIVEN DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT. THIS IS TRUE EVEN IF IMAGO HAS BEEN ADVISED OF THE OPPORTUNITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTION DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

The right of both contracting parties to terminate the contract on relevant grounds remains unaffected. An important reason exists, for instance, if:

• The customer makes untrue statements within the scope of his registration
• The customer does not pay the fee despite a reminder from IMAGO
• The customer does not comply with the General Terms and Conditions or the given license conditions.

IMAGO may close the user account without prior notice to the customer in case of a violation of the agreed contract, a violation of third party rights or violation of copyright. The customer will be informed by IMAGO after the blocking has been done. The blocking shall remain in effect until the infringement has been terminated and the customer has given appropriate assurance that future infringements will not occur. If the customer does not comply with the General Terms and Conditions or this License agreement or does not pay the fee in due time, IMAGO may block the user account and terminate the contract without notice. The customer passes on his/her access data to other persons, it is the customers responsibility to ensure that these persons are informed about the license terms. In the event of termination, IMAGO shall not refund any fee already paid by the customer. If the customer does not comply with the here given terms of the contract or does not pay the fee in due time, IMAGO may terminate the contract without notice. IMAGO shall be entitled to exercise all rights and remedies, including a claim for damages.

The clearing between imago stock&people GmbH and imago sportfotodienst GmbH is the responsibility of IMAGO. IMAGO reserves the right to verify the use of the photographic material and the compliance with the license terms. For this purpose, the customer shall provide IMAGO with copies of proof for projects and usages of the licensed photos free of charge upon request and after reasonable advance notice. This also includes free access to any chargeable websites or platforms on which IMAGO images are used.

Should any provision of this agreement be wholly or partially invalid or unenforceable or later lose its validity or enforceability, the validity of the remaining provisions shall not be affected. The same shall apply as soon as it becomes apparent that the contract contains a loophole. In case of such a loophole, an invalid or unenforceable provision, an appropriate provision shall apply which represents, to the extent possible, the intentions of the contracting parties in accordance with the meaning and purpose of the contract when both parties entered the contract as such.

Notices regarding these License Terms may be sent by the Customer by e-mail to contact@imago-images.de. IMAGO will respond or notify the customer by email to the email address provided in the User Account.

The license terms are subject to the laws of the Federal Republic of Germany. The exclusive place of jurisdiction for all disputes arising from or in connection with these license terms is Berlin.