This document sets out the terms on which Page Tiger Limited (a company registered in England and Wales with company number 06907710)("PageTiger") licences usage rights for images and video to its business customers.
The supply of material is subject to PageTiger's Terms of Service and this document defines any usage restrictions as set out by the copyright owner. PageTiger may change these terms from time to time as required by the copyright owner. These terms were last updated on: 1st November 2016.
In these terms, unless the context otherwise requires, the following definitions apply:
1.1 General definitions
"Account Owner" the registered owner of a PageTiger Account who can add Administrators and set permissions.
"Administrator" an individual identified by email address registered with PageTiger to create and manage content within a PageTiger Account.
"PageTiger Account" an online PageTiger account provided to the Customer as part of the Hosted Services.
"PageTiger Child Account" a PageTiger Account managed by an existing PageTiger Account in order with the option to share TigerStock to Administrators accessing the Child Account.
"Reproduction" use of TigerStock material within any document created using the PageTiger platform.
"TigerStock" any still image, film or video footage or audio product purchased by an Administrator for reproduction in a document created using PageTiger's interactive document design platform.
"TigerToken" an electronic form of currency used to pay for the reproduction cost of TigerStock and purchased by an authorised Administrator within a PageTiger Account.
2.1 Administrators may search TigerStock libraries and download content to an inventory from which items can be added to a design. These items may generated at a lower resolution but will not include any watermarks during the design process.
2.2 In order to export non-watermarked content to PageTiger the Administrator is required to purchase the rights to use TigerStock. Purchase is made using TigerTokens which can be bought by the Account Owner and redeemed by an authorised Administrator of the Page Tiger Account.
2.3 An Account Owner may purchase TigerTokens
2.4 TigerTokens are the sole means to buy rights to reproduce TigerStock within publications prepared using the Services
2.5 No refund will be made for any TigerTokens purchased.
2.6 No refund of TigerTokens will be made for any item purchased using TigerTokens.
2.7 TigerTokens may be transferred by a Page Tiger Account Owner to any linked PageTiger Child Accounts.
2.8 TigerTokens will be cancelled 30 days after a PageTiger Account has been closed or terminated
2.9 Designs converted in PageTiger containing TigerStock for which usage rights have not been purchased will include watermarks.
2.10 Design templates provided by PageTiger may include TigerStock content and this content must be replaced or purchased using TigerTokens by the Administrator in order to remove watermarks and allow reproduction.
2.11 PageTiger will prevent any document containing unlicensed TigerStock content from being published.
3 Grant of rights
3.1 PageTiger grants to the Administrator a perpetual, non-exclusive, non-transferable, non-sublicencable, worldwide right to Reproduce the TigerStock an unlimited number of times in any document created using the PageTiger platform.
3.2 he Administrator may reproduce the TigerStock and allow any other Administrators within the same PageTiger Account or any PageTiger Child Account to reproduce the TigerStock.
4.1 The Administrator may not: (i) make the TigerStock available in any medium accessible by persons other than authorised Administrators; or (ii) make the TigerStock available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.
4.2 Administrators may not, without obtaining the prior written consent of PageTiger and the payment of additional Tokens: (i) include the TigerStock in an electronic template intended to be Reproduced by third parties, other than Child Accounts and their Administrators, on electronic or printed products; or (ii) use or display the TigerStock on websites or in any other medium designed to induce or involving the sale, licence or other distribution of "on demand" products (e.g., products in which Licensed Material is selected by a third party for customisation of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones or similar items.
4.3 Administrators may not falsely represent, expressly or impliedly, that the Administrator is the original creator of a visual work that derives a substantial part of its artistic components from the TigerStock, nor may it make the TigerStock available in the form of fine art prints.
4.4 TigerStock shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of PageTiger.
4.5 If any TigerStock featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Administrators must accompany each such use with a statement that indicates that: (i) the TigerStock is being used for illustrative purposes only; and (ii) any person depicted in the TigerStock, if any, is a model.
4.6 Pornographic, defamatory or otherwise unlawful use of TigerStock is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Administrators shall also comply with any applicable regulations and/or industry codes.
4.7 TigerStock reproduced in interactive documents will not be made available for download by the visitor.
4.8 TigerStock identified as "Available for Editorial Uses" may not be used for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement "Available for Editorial Uses" means use relating to events that are newsworthy or of general interest.
5. Credit and Intellectual Property
5.1 Copyright. No ownership or copyright in any TigerStock shall pass to the Administrator by the issuance of the licence contained in this Agreement. Except as expressly stated in this Agreement, PageTiger grants the Administrator no right or license, express or implied, to the TigerStrock. Administrators may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the TigerStock contained in a Licensee Work.
5.2 Notice of Violations. The Administrator will immediately notify PageTiger if they become aware or suspect that any third party that has gained access to the TigerStock through Administrator's wrongfully using the TigerStock, in whole or in part, or is violating any of PageTiger's intellectual property rights, including, but not limited to, Marks and copyrights.
6. Warranty and Limitation of Liability
6.1 Page Tiger warrants that:
(i)TigerStock will be free from defects in material and workmanship for thirty (30) days from delivery (Administrator's sole and exclusive remedy for a breach of this warranty being the replacement of the TigerStock);
(ii) it has all necessary rights and authority to enter into and perform this Agreement;
(iii) Licensee's use of theTigerStock in accordance with this Agreement and in the form delivered by PageTiger (i.e., excluding any modifications, overlays or re-focusing by the Administrator) will not infringe on (A) any copyright or moral right; or (B) except in respect of Licensed Material identified as "Available for Editorial Uses", trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and
(iv) except in respect of TigerStock identified as "Available for Editorial Uses", all necessary model and/or property releases for use of the TigerStock authorised under this Agreement have been obtained. The Administrator 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) (such as Screen Actors Guild in the US) as a result of the Admnistrator's use of the TigerStock. The Administrator acknowledges that no releases are obtained for TigerStock that is identified as "Available for Editorial Uses" and 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. For TigerStock identified as "Available for Editorial Uses", PageTiger does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered designs or works of art or architecture depicted therein. In such cases, Administrators shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of the TigerStock identified as "Available for Editorial Uses", and shall be responsible for obtaining such release(s) or for failure to obtain any necessary release(s).
7.1 Provided TigerStock is only used in accordance with this Agreement and Administrators are not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any breach of the representations and warranties set forth in Section 6.1(ii)-(iv) above, PageTiger shall, subject to the terms of Section 5.2 above and Section 6.3 below, defend, indemnify and hold harmless the Administrator and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or as a result of claims by third parties ("Claims") relating to any actual or alleged breach by PageTiger of its warranties set forth in Section 6.1(ii)-(iv) above. PageTiger shall have no obligation under this Section 7.1 for any Claims that arise out of or are a result of: (i) Administrators' modification, overlay or re-focusing of the TigerStock, where the Claim would not have arisen but for the modification, overlay or re-focusing made by teh Administrator; (ii) the context in which TigerStock is used in a publication; where the Claim would not have arisen but for such context; (iii) the Administrator's failure to comply with the terms of this Agreement; or (iv) Administrators' continued use of TigerStock following notice from PageTiger, or upon the Administrator's knowledge, that TigerStock is subject to a claim of infringement of another's right. The foregoing states PageTiger's entire indemnification obligation under this Agreement.
7.2 Administrators shall, subject to the terms of Section 7.3 below, defend, indemnify and hold harmless PageTiger and its parent, subsidiaries, commonly owned or controlled affiliates, 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 TigerStock 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 relation to TigerStock marked as "Available for Editorial Uses".
7.3 The party seeking indemnification pursuant to this Section 7 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall cooperate in the defence 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.
8 Condition of Licensed Material
The Administrator should examine all TigerStock for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 6.1(i) above, PageTiger shall not be liable for any loss or damage suffered by the Administrator or any third party, whether directly or indirectly, arising from any alleged or actual defect in any TigerStock or its caption or in any way from its Reproduction.
9 Miscellaneous Terms
9.1 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.
9.2 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.
9.3 Entire Agreement. This Agreement is intended for business customers of PageTiger and contains all the terms of the licence agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties or issued electronically by PageTIger and accepted in writing by an authorised representative of the Administrator. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by the Administrator, the terms of this Agreement shall govern.