This document sets out the terms on which Page Tiger Limited (a company registered in England and Wales with company number 06907710) and PageTiger Inc. (a company incorporated in the State of Delaware) ("PageTiger") licenses usage rights for images to 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.
In these terms, unless the context otherwise requires, the following definitions apply:
1.1 General definitions
"Customer" a business or organisation, including its subsidiaries and brands, purchasing PageTiger services.
"PageTiger Team Account" an online PageTiger account provided to the Customer as part of the Hosted Services.
"PageTiger Sub-Team Account" a PageTiger Account managed by an existing PageTiger Account in order with the option to share licensed content to Users accessing the Sub-Team Account.
"User" an individual identified by email address registered with PageTiger to create and manage content within a PageTiger Team or Sub-Team Account.
"Account Owner" the registered owner of a PageTiger Team or Sub-Team Account who can add Users and set permissions.
"Customer Account Group" PageTiger Team and Sub-Team Accounts controlled by a customer.
"Reproduction" use of licensed content within any documents created using the PageTiger platform.
"Licensed Images" still images licensed for reproduction in documents created by Users in Team and Sub-Team Accounts within the Customer Account group.
"Central Account" a PageTiger Account from which licensed images are shared to Team and Sub-Team Accounts within the Customer Account Group.
"Content Token" an electronic form of currency used to purchase rights to reproduce licensed images in documents.
2.1 Users may search image 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 User is required to purchase licensing rights. Purchase is made using Content Tokens which can be bought by the Account Owner or through the customer’s Central Account and redeemed by an authorised User of the Page Tiger Account.
2.3 An Account Owner may purchase Content Tokens
2.4 Content Tokens are the sole means to license images for reproduction within publications prepared using the Services
2.5 No refund will be made for any Content Tokens purchased.
2.6 No refund of Content Tokens will be made for any item purchased using Content Tokens.
2.7 Content Tokens may be transferred by a Page Tiger Team Account Owner to any linked Sub-Team Accounts.
2.8 Content Tokens will be canceled 30 days after a PageTiger Account has been closed or terminated
2.9 Designs converted in PageTiger containing licensed images for which licensing rights have not been purchased will include watermarks.
2.10 Design templates provided by PageTiger may include unlicensed images for which licensing rights must be purchased or images replaced in order to remove watermarks and allow reproduction.
3 Grant of rights
3.1 PageTiger grants to the customer a non-exclusive, non-transferable, non-sublicencable, worldwide right to Reproduce the licensed images in an unlimited number of times in any document created using the PageTiger platform within the Customer Account Group.
4.1 The User may not: (i) make the licensed images available in any medium accessible by persons other than authorised Users; or (ii) make the licensed images 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.
4.3 User may not falsely represent, expressly or impliedly, that the User is the original creator of a visual work that derives a substantial part of its artistic components from the licensed images, nor may it make licensed images available in the form of fine art prints.
4.4 Licensed images shall not be incorporated into a logo, corporate ID, trademark or service mark.
4.5 If any licensed image featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Users must accompany each such use with a statement that indicates that: (i) the licensed images are being used for illustrative purposes only; and (ii) any person depicted in the licensed image, if any, is a model.
4.6 Pornographic, defamatory or otherwise unlawful use of licensed images is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Users shall also comply with any applicable regulations and/or industry codes.
4.7 Licensed images reproduced in interactive documents will not be made available for download by the visitor.
4.8 Licensed images 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 licensed image shall pass to the User by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, PageTiger grants the User no right or license, express or implied, to the licensed images. Users may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the licensed images contained in a Licensee Work.5.2 Notice of Violations. The User will immediately notify PageTiger if they become aware or suspect that any third party that has gained access to the licensed images through User 's wrongfully using the licensed images, 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)Licensed images will be free from defects in material and workmanship for thirty (30) days from delivery (User 's sole and exclusive remedy for a breach of this warranty being the replacement of the licensed image);
(ii) it has all necessary rights and authority to enter into and perform this Agreement;
(iii) Licensee's use of licensed images in accordance with this Agreement and in the form delivered by PageTiger (i.e., excluding any modifications, overlays or re-focusing by the User ) 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 licensed images identified as "Available for Editorial Uses", all necessary model and/or property releases for use of licensed images authorised under this Agreement have been obtained. The User 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 User’s use of licensed images. The User acknowledges that no releases are obtained for licensed images that are 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 licensed images 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, User s shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of the licensed images 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 licensed images are only used in accordance with this Agreement and User s 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 User 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) User s' modification, overlay or re-focusing of the licensed images, where the Claim would not have arisen but for the modification, overlay or re-focusing made by the User ; (ii) the context in which TigerStock is used in a publication; where the Claim would not have arisen but for such context; (iii) the User's failure to comply with the terms of this Agreement; or (iv) User s' continued use of licensed images following notice from PageTiger, or upon the User 's knowledge, that licensed images are subject to a claim of infringement of another's right. The foregoing states PageTiger's entire indemnification obligation under this Agreement.7.2 Users 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 licensed image 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 licensed images 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 User should examine all licensed images 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 User or any third party, whether directly or indirectly, arising from any alleged or actual defect in any licensed image 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.
9.3 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 User . 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 User , the terms of this Agreement shall govern.