Royalty-Free End-User License Agreement (EULA)
The following legal documents comprises the Denkou Images Royalty-Free End-User
License Agreement. Users seeking to use royalty-free images are urged to review this
document carefully. Questions about this EULA should be directed to your account
representative.
Denkou Images ROYALTY-FREE END-USER LICENSE AGREEMENT
Please read this Agreement carefully before purchasing or using any royalty-free image
("Image") from Denkou Images. If you are unsure of your rights under this Agreement, or if
you wish to license additional rights or add additional users not otherwise permitted
hereunder, please contact Denkou Images by calling (0049)403-980-686-8, or by email at
info@denkouimages.com.
By using an Image or exercising any rights granted under this End-User License
Agreement (the "Agreement"), you agree to be bound by this Agreement. If you do not
wish to accept the terms of this Agreement, you may return the unused image or Image
CD-ROM ("CD") to Denkou Images within seven days from the invoice date for a refund of
the purchase price. Denkou Images and its suppliers own the rights to the Images, CD,
and Denkou Images Website. All rights not specifically granted by this Agreement are
reserved by Denkou Images.
1. Definitions In this Agreement the following definitions apply:
"Invoice" means the computer-generated or pre-printed invoice provided by Denkou
Images or an authorized distributor that may include, without limitation, the Licensed
Material selected, any limitations on the license in addition to those specified herein and
the corresponding price for the license of such Licensed Material. The Invoice shall be
incorporated into this Agreement and all references to the Agreement shall include the
Invoice.
"Licensed Material" means any still image, visual representation generated optically,
electronically, digitally or by any other means, including any negatives, transparencies,
prints, original digital files or any Reproductions thereof, or any other product protected by
copyright, trademark, patent or other intellectual property right, which is licensed to
Licensee by Denkou Images Images 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 taken as a whole.
"Reproduction" and "Reproduce" mean any form of copying or publication of the whole or
part of any Licensed Material, via any medium by whatever means, and the distortion or
manipulation of the whole or any part of the Licensed Material and the creation of any
derivative work from the Licensed Material.
“User” means any employee or subcontractor of the Licensee who manipulates, edits, or
modifies the original digital file containing the Licensed Material or incorporates the
Licensed Material within any derivative work.
2. Grant of Rights
Subject to the terms of this Agreement:
Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce
the Licensed Material identified in the Invoice an unlimited number of times in any and all
media for the following purposes (together the “Permitted Uses”):
Advertising and promotional materials; Broadcast and theatrical exhibitions;
Print publications and physical products; Electronic publications including website design,
up to a maximum resolution of 72dpi; and any other uses approved in writing by Denkou
Images. Licensee has the right to have the Licensed Material Reproduced by
subcontractors of Licensee, provided that Licensee ensures that such subcontractors
agree to abide by the provisions of this Agreement. Licensee may alter, crop, manipulate
and create derivative works of the Licensed Material. Licensee's rights to the Licensed
Material are worldwide and perpetual.
3. Restrictions on Use
Except as provide herein, Licensee may not
Sublicense, sell, assign, convey or transfer any of its rights under this
Agreement, but Licensee may sell or license derivative works incorporating
the Image(s). However, Licensee may not include the Image(s) in an
electronic template intended to be used by third parties on electronic or printed products.
Sell, license or distribute its final product in such a way that permits
Licensee's end users to extract or access the Image(s) as a stand-alone file.
Incorporate the Image(s) into a logo, trademark or service mark.
• Distribute, post or upload the Image(s) online in a downloadable format or
enable it to be distributed via mobile telephone devices.
• Use any Image in a pornographic, defamatory, libelous or otherwise illegal
manner, whether directly or in context or juxtaposition with other materials.
• Decompile, reverse engineer, disassemble or otherwise reduce the software
on the CD_ROM or other storage media to a human readable form.
4. Number of Users / Seat License
Licensee may store the Images on a server, image library or network configuration
to be viewed by Licensee or its clients provided that no more than 10 persons can
access the Image(s). Before permitting access to more than 10 persons, Licensee
must upgrade the seat license from Denkou Images.
5. Warranties and Limitation of Liability
Denkou Images represents that it has the right to grant the license herein and
warrants the Image(s) to be free from defects in material and workmanship for 30
days from delivery. The sole and exclusive remedy for a breach of the foregoing
warranty is the replacement of the CD-ROM or refund of the purchase price, at
Denkou Images’ option.
DENKOU IMAGES MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
DENKOU IMAGES DOES NOT WARRANT THAT CAPTION INFORMATION IS
ACCURATE.
DENKOU IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON
OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER
DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE
IMAGES, OR OTHERWISE, EVEN IF DENKOU IMAGES HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. DENKOU IMAGES'
MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE
OF OR INABILITY TO USE THE IMAGE(S) (WHETHER IN CONTRACT, TORT OR
OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE
VALUE OF 10 TIMES THE VALUE PAID BY THE LICENSEE FOR THE IMAGES.
6. Indemnity
Licensee agrees to defend, indemnify and hold Denkou Images and its parent,
subsidiaries and affiliates and their respective officers, directors and employees
harmless from all damages, liabilities and expenses (including reasonable attorneys'
fees and costs), arising out of or as a result of claims by third parties relating to
Licensee's use of any Image(s) outside the scope of this Agreement or any other
breach by Licensee of this Agreement.
7. Payment Terms
No licenses are granted until full payment of Denkou Images’ invoice is received.
Unless credit terms have specifically been agreed directly between Denkou Images and
the Licensee, payment of Denkou Images' invoices must be received on the sooner of
fourteen (14) days of its date net, without any discounts, or prior to the publication
of any Image(s). The licensee agrees to pay Denkou Images a service charge of two
(2) percent per month on any unpaid balance after this time period for the use of the
Image(s).
Any disputes concerning the invoice must be submitted in writing, within five (5)
business days of the invoice date, or the licensee shall be deemed to have accepted
the invoice as issued.
8. Termination and Revocation
The license contained in this Agreement will terminate automatically without notice from
Denkou Images if Licensee fails to comply with any provision of this Agreement. Upon
termination, Licensee must immediately stop using the Licensed Material; destroy or, upon
the request of Denkou Images, return the Licensed Material to Denkou Images; and delete
or remove the Licensed Material from Licensee's premises, computer systems and storage
(electronic or physical).
Denkou Images reserves the right to revoke the license to use the Licensed Material for
good cause and elect to replace such Licensed Material with alternative Licensed Material.
Upon notice of any revocation of a license for any particular Licensed Material, Licensee
shall immediately cease using such Licensed Material and shall where possible ensure
that its clients and customers do likewise.
9. Condition of Licensed Material
Licensee should examine all Licensed Material for possible defects (whether digital or
otherwise) before sending any Licensed Material for Reproduction. Denkou 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.
10. Miscellaneous Terms Unauthorized Use Any use of Licensed Material in a manner not expressly authorized by
this Agreement or in breach of a term of this Agreement constitutes copyright infringement,
entitling Denkou Images Images to exercise all rights and remedies available to it under
copyright laws around the world. Licensee shall be responsible for any damages resulting
from any such copyright infringement, including any claims by a third party. In addition and
without prejudice to Denkou Images’ other remedies under this Agreement, Denkou
Images reserves the right to charge and Licensee agrees to pay a fee equal to five times
Denkou Images’ normal license fee for use of the Licensed Material. 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. Governing Law This Agreement will be governed in all respects by the laws of the Federal
Republic of Germany. Jurisdication place is Hamburg. Waiver No action of Denkou Images, other than express written waiver, may be construed
as a waiver of any provision of this Agreement. A delay on the part of Denkou Images in
the exercise of its rights or remedies will not operate as a waiver of such rights or
remedies. Entire Contract
This contract contains all the terms of the license agreement and no terms or
conditions may be added or deleted unless made in writing and signed by an
authorized representative of both parties.
