Bridgeman Images Rights-Managed and Rights-Ready Image and Video License Agreement
Last updated: July 2017
THE FOLLOWING TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE (AS DEFINED BELOW) AND BRIDGEMAN ART LIBRARY INTERNATIONAL LTD OR THE APPROPRIATE ENTITY LISTED AT THE END OF THESE TERMS AND CONDITIONS (EACH AND ALL SUCH ENTITIES BEING "BRIDGEMAN IMAGES"). THE AGREEMENT APPLIES TO ALL THE LICENSES OBTAINED FROM BRIDGEMAN IMAGES, WHETHER ONLINE OR THROUGH A SALES REPRESENTATIVE. BY REQUESTING A LICENSE, OR USING ANY LICENSED MATERIAL, LICENSEE CONFIRMS THAT IT HAS THE CAPACITY AND THE RIGHT TO ENTER INTO THIS AGREEMENT AND AGREES TO BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS.
In this Agreement the following definitions apply:
1.1."Invoice" means the digital or printed standard form invoice provided by Bridgeman Images setting out the terms agreed with the Licensee. The Invoice forms part of this Agreement and all references to the Agreement shall include the Invoice.
1.2."Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Bridgeman Images for Reproduction under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
1.3."Licensee" means the entity purchasing a license hereunder or the entity specifically identified as the Licensee during the licensing process and set as such in the Invoice, and, to the extent permitted under this Agreement, a Purchaser.
1.4."Licensee Product" means the end product or service created by or on behalf of Licensee using skills and efforts independent from Bridgeman Images and that includes a Reproduction of the Licensed Material as well as other elements.
1.5."Purchaser" means an entity authorized by a Licensee to purchase the license and enter into this Agreement on behalf of a Licensee.
1.6."Reproduction" and "Reproduce" mean any form of publication or copying of the whole or a part of any Licensed Material, whether altered or not, via any medium and by whatever means and the creation of any derivative work from, or that incorporates, the Licensed Material.
1.7."Rights and Restrictions" means the information available to Licensee and accompanying the Licensed Material on the Bridgeman Images' website, in a written quote issued by Bridgeman Images, in an Invoice, or through any other delivery mean. Such restrictions may include, without limitation, the permitted scope of use, duration of license, any territorial restriction, additional permissions or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material ("License Fee"). The Rights and Restrictions form part of this Agreement and all references to the Agreement shall include the Rights and Restrictions.
1.8."Subject Matter" means any subject matter contained within the Licensed Material, including but not limited to persons, paintings, drawings, sculptures, photographs, posters, piece of furniture, archaeological pieces, manuscripts or any other subject matter, animate or inanimate, which is depicted in the Licensed Material.
2.Grant of Rights and Restrictions. Subject to the terms of this Agreement:
2.1.All the rights granted by Bridgeman Images to Licensee under this Agreement are non-exclusive, non-sublicensable and non-transferable unless otherwise specified in the relevant Invoice. The right to Reproduce the content apply exclusively to the Licensed Material identified in the Invoice to the extent explicitly stated in this Agreement. The rights under this Agreement may be exercised by subcontractors of Licensee (including Purchasers) for preparation of the Licensee Product,
2.2.Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions. Licensee may utilize the Licensed Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions, including as set forth in Section 2.1 above. Licensee may license and/or transfer ownership of any Licensee Product (but not any Licensed Material contained therein) as part of any distribution process as may be necessary or appropriate for the intended use specified in the Rights and Restrictions, solely as part of the distribution process contemplated in the Rights and Restrictions in connection with the intended use specified therein.
2.3.While efforts have been made to caption correctly the subject of the Licensed Material, Bridgeman Images does not warrant the accuracy of such information nor does it accept any liability for any inaccuracy thereof.
2.4.Licensee undertakes not to use, whether directly or in context or juxtaposition with other material or topic, the Licensed Material for pornographic, defamatory or otherwise unlawful uses. Licensee shall also comply with any applicable regulations and/or industry and ethical codes.
Licensed Material shall not be used by political parties or lobbying groups (excluding registered charities), or for uses relating to tobacco, gambling or alcohol without the prior written consent of Bridgeman Images.
2.6.Licensed Material shall not be used as a trademark, logo, corporate ID, service mark, or other indication of origin without the prior written consent of Bridgeman Images.
2.7.Licensee shall not make the Licensed Material available to be downloaded, extracted, redistributed or accessed as a standalone file by third-parties.
2.8.Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) 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 (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 8 shall excuse Purchaser's obligation to make payment to Bridgeman Images of the License Fee.
2.9.Licensee shall not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material.
2.10.If the Rights and Restrictions allow Reproduction of the Licensee Product on a website, Licensee shall prohibit, by mean of including such prohibitions in its terms and conditions and by implementing the due technical measures, the downloading, republication, retransmission, reproduction or other uses of the Licensed Material as a stand-alone file by unauthorized third parties.
2.11.If the Rights and Restrictions include use on any social media platform or other third party website; (i) such rights shall automatically be revoked in the event that the platform or website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement and (ii), in such event, Licensee shall remove any Licensed Material from such platform or website immediately.
3.Credit and Intellectual Property.
3.1.Copyright. 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, Bridgeman Images grants Licensee no other right or license, express or implied, to the Licensed Material. No rights of ownership or copyright in the Licensed Material are transferred to Licensee and therefore Licensee may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Licensed Material contained in a Licensee Product.
3.2.Trademarks. Licensee acknowledges and agrees that "Bridgeman Images" or any other Bridgeman Images' or its partners' trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks") (i) are and shall remain the sole property of Bridgeman Images or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall not confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of the Marks.
3.3.Photo Credit. Licensee shall ensure that all Reproductions of the Licensed Material must include the following credit line adjacent to the Licensed Material or in the appropriate credit section: "[Photographer’s Name/Artist's Name (if different)]/[Collection Name]/Bridgeman Images" or as otherwise shown on the Bridgeman Images website. All rights and remedies that Bridgeman Images may have at law or in equity in relation to the omission of the credit are hereby reserved.
3.4.Notice of Violations. If Licensee becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Bridgeman Images' intellectual property rights, it shall immediately notify Bridgeman Images of such unauthorized use.
4.1.Bridgeman Images does not grant any model or property release as regards the use of the Subject Matter. No releases are generally obtained for Licensed Material. Unless Bridgeman Images has expressly notified Licensee in writing that it has obtained a model release and/or a property release for Licensed Material, Bridgeman Images shall accept no liability for any compensation, royalties, losses, costs or damages incurred by the Licensee or any third party, as a result of use of the Licensed Material. The warranties under clause 5.1(iv) shall apply only if the afore-mentioned notification has been given. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) as a result of Licensee’s use of the Licensed Material.
4.2.Except where is expressly stated in, Bridgeman Images does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether any additional permission(s) and release(s) is/are required in connection with any proposed use of Licensed Material, and Licensee shall be solely responsible for obtaining all necessary release(s).
5.Warranty and Limitation of Liability.
5.1.Bridgeman Images warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary authority to enter into and perform this Agreement; (iii) Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Bridgeman Images (i.e.., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on any copyright or moral rights of any person or entity; and (iv) and if Bridgeman Images has notified Licensee that it holds a model or property release in respect of any Subject Matter in accordance with clause 4.2 above, the relevant Subject Matter will not violate any individual’s right of publicity or privacy or tangible property rights, as appropriate.
5.2.BRIDGEMAN IMAGES DOES NOT MAKE 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. BRIDGEMAN IMAGES SHALL NOT BE LIABLE TO LICENSEE 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 BRIDGEMAN 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 FOR CERTAIN CATEGORIES OF DAMAGES. BRIDGEMAN IMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE PRODUCT.
6.1.Provided Licensed Material is only used in accordance with this Agreement and Licensee is not in breach of this Agreement, Bridgeman Images shall, subject to the terms of Section 5.2 above and Section 6.3 below, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees (“Licensee Indemnified Parties”) from and against all loss or damage arising out of any claim by a third party based on a breach of the warranties in Section 5.1 (“Licensee Claim”) by paying that portion of the final judgment (including reasonable outside attorneys’ fees and costs awarded, if any) entered against the Licensee Indemnified Parties by a court of competent jurisdiction on such Licensee Claim. The rights under this indemnity will be Licensee's sole and exclusive remedy in respect of any Licensee Claim. Notwithstanding above Bridgeman Images shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Licensee’s modification, overlay or re-focusing of the Licensed Material, where the Licensee Claim would not have arisen but for the modification, overlay or re-focusing made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Product; where the Licensee Claim would not have arisen but for such context; (iii) Licensee’s failure to comply with the terms of this Agreement; or (iv) Licensee’s continued use of Licensed Material following notice from Bridgeman Images, or upon Licensee’s knowledge, that Licensed Material is subject to a claim of infringement of another’s right. The foregoing states Bridgeman Images' entire indemnification obligation under this Agreement.
6.2.Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Bridgeman Images and its parent, subsidiaries, commonly owned or controlled affiliates, and content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release in accordance with Section 4 of this Agreement.
6.3.The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party's discretion, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall co-operate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. 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.
7.Condition of Licensed Material. It is Licensee’s sole responsibility to examine all Licensed Material for possible defects before Reproducing any Licensed Material. Except as set in Section 5.1(i) above, Bridgeman Images 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. License Cancellation Fee. If Licensee or Purchaser requests in writing to cancel this Agreement within 30 days of the date of the Invoice issued in regard to the Licensed Material, and such Licensed Material has not been used by Licensee, Bridgeman Images may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card as follows: (i) if the request is received within 7 days of the date of the Invoice, an amount up to 100% of the License Fee but excluding an administration fee of £30 ; or (ii) an amount up to 50% of the License Fee may be credited if the request is received between 8 and 30 days from the Invoice date. No credits are available for any cancellation requests received after 30 days from the Invoice date. Nothing in this Section 8 shall apply to research, production, processing, scanning, service, handling or subscription fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable. All the rights granted by Bridgeman Images to Licensee shall immediately terminate upon cancellation.
9. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Bridgeman Images electronically via the email address associated with Licensee’s and/or Purchaser’s Bridgeman Images account. If Licensee fails to pay Bridgeman Images' invoice in full within the payment term specified on the invoice, Bridgeman Images may add a service charge of two percent (2%) per month, or such lesser amount as is allowed by law, on any unpaid balance beyond the due date, until payment is received. Licensee shall be liable to pay all costs, charges and expenses incurred by Bridgeman Images in recovering any overdue debt.
10.1.Unauthorised Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement constitutes infringement of copyright and other applicable rights and shall entitle Bridgeman Images to exercise all rights and remedies available to it under copyright laws and other laws. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. Bridgeman Images reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from Bridgeman Images relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the License Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; (II) destroy or, upon the request of Bridgeman Images, return to Bridgeman Images the Licensed Material and, (III) stop marketing, destroy or, upon the request of Bridgeman Images, return to Bridgeman Images the Licensee Product where the Licensed Material was used in breach of this agreement.
10.2.Audit/Certificate of Compliance. Upon Bridgeman Images’ request, Licensee shall provide sample copies or visual records of Licensee Products containing Licensed Material or access to restricted websites or platform where the Licensed Material is Reproduced to Bridgeman Images free of charge. In addition, upon reasonable notice, Bridgeman Images may, at its own discretion, either through its own employees or through a third party agent, inspect and examine Licensee's records directly related to this Agreement and use of Licensed Material for the purpose of verifying the compliance with the terms of this Agreement. In the event that any such audit reveals an underpayment by Licensee to Bridgeman Images of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Bridgeman Images the amount of such underpayment, Licensee shall also reimburse Bridgeman Images for the costs of conducting such audit.
10.3.Electronic Storage. For all Licensed Material, Licensee shall retain all the meta-data including, but not limited to, copyright information, Licensed Material’s identification number and any other information provided with and embedded into the electronic file containing the Licensed Material that is delivered to Licensee. Licensee shall not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to or download of the Licensed Material. Notwithstanding the foregoing, Licensee shall be allowed to make one (1) high-resolution backup copy of the Licensed Material for security purposes only.
10.4.Withdrawal. Upon notice from Bridgeman Images, or upon Licensee's knowledge, that any Licensed Material may be subject to a claim of infringement of another's right for which Bridgeman Images may be liable, Bridgeman Images may require Licensee to immediately and at its own expense: (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its storage (electronic or physical); and (iii) ensure that its clients do likewise. Subject to the other terms and conditions of this Agreement,Bridgeman Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Bridgeman Images in its reasonable commercial judgment) free of charge. Notwithstanding the foregoing, Licensee may retain all the rights on the Licensee Products containing (or originally containing) the Licensed Material already produced.
10.5.Governing Law. This Agreement shall be governed in all respects by and construed in accordance with the laws of England and Wales, without reference to its laws relating to conflicts of law.
10.6.Severability. If any provision, or a part of a provision, contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the remaining provisions of this Agreement shall remain valid and enforceable. The provisions deemed not enforceable shall be revised only to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible.
10.7.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.
10.8.Entire Agreement. This Agreement is intended for business customers of Bridgeman Images and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Bridgeman Images and accepted in writing by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.
10.9.Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).
10.10.Bridgeman Images Licensing Company. The licensing offices under this Agreement shall be determined by the billing address of the Licensee or, if any, Purchaser, as follows:
BRIDGEMAN IMAGES OFFICE LOCATION:
Bridgeman Images New York
North and South America
Bridgeman Images Paris
France, Belgium, Monaco, Luxemburg.
Bridgeman Images Berlin
Germany, Austria, Switzerland (German-speaking cantons), Liechtenstein
Bridgeman Images London
All other countries
©2017 Bridgeman Images. All rights reserved.