DIGITAL ARCHIVE JAPAN ROYALTY-FREE IMAGE LICENSE AGREEMENT
This is a legal agreement between You and Digital Archive Japan Inc. (hereinafter referred to as "DAJ"). If you are entering into this agreement on behalf of your employer, the same rights, limitations and restrictions on the use of the Image(s) set forth below shall apply to your employer and you. Should you cease working for your employer, your employer (but not you) may continue to use the Image(s) under the terms of this Agreement.
The term "Image(s)" shall mean animations, clipart, composites, graphics, illustrations, still images, photographs or any other visual representation generated optically, electronically, digitally or by any other means, which is licensed to you, by DAJ under the terms of this Agreement.
1. GRANT OF LICENSE
A) All Image(s) from DAJ is proprietary and copyrighted. All rights are reserved by DAJ. This Agreement is valid with respect to the Image(s) you have purchased and only if you have paid the applicable fee. No rights may be granted to the Image(s) other than the right to use the Image(s) as part of a product or design.
B) DAJ grants to you a non-exclusive, non-sublicensable, non-transferable worldwide right to use the Image(s) as a part of:
(i) Advertising and promotional materials
(ii) Multimedia including web design (smaller than 640 X 480 pixels and 72 dpi)
(iii) Broadcasting, film / video / DVD
(iv) Publishing and packaging
(v) Materials for personal, non-commercial use
C) Permitted Uses. You may:
(i) Change, crop and manipulate the Image(s).
(ii) Use the Image(s) in any other manner approved in writing by DAJ.
(iii) Share the Image(s) within a network or similar asset management system to no more than ten (10) users (including you) within the same company or legal entity. If the Image(s) are to be placed on a network server accessible by more than ten (10) users, you will have to purchase a Multiple Seat License right from DAJ.
2. RESTRICTIONS AND PROHIBITIONS
A) Prohibited Uses. You may NOT:
(i) Sublicense, re-license, rent, sell or lease any of the Image(s) to third parties separate or independent from a specific product or website.
(ii) Use the Image(s) as the principle component of commercial products where the Image(s) make up a significant part of the re-sale value of the product (ie: postcards, posters, calendars, stationery etc.). For such usage of an image, you must obtain an extended one time Commercial Product Usage License from DAJ.
(iii) Copy or publish any of the Image(s) to a network or bulletin board, or otherwise distribute or allow any of the Image(s) to be distributed to or used by anyone other than the ten (10) authorised users. If the Image(s) are to be used by more than ten (10) users, you must purchase a Multiple Seat License right from DAJ.
(iv) Display the Image(s) in any digital format or for any digital use at a resolution greater than 72 dpi. In doing so will be viewed as an attempt to distribute the Image(s) in violation of this Agreement.
(v) Remove any copyright, trademark or watermark from any place where it appears on the Image(s).
(vi) Use the Image(s), or any part of the Image(s), as part of a trademark, service mark or logo.
(vii) Use the Image(s) in a product or service whereby the Image(s) can be used apart from a product or service.
(viii) Use the Image(s) in any way that could be considered defamatory, pornographic, libellous, immoral, obscene or fraudulent, or otherwise unlawful manner, whether directly or in context or juxtaposition with other materials.
(ix) Use the Image(s) in such a way as to imply that any model depicted in the Image(s) personally uses or endorses a product or service.
(x) Use the Image(s) in any unduly controversial context, unless accompanied with a statement indicating that the person is a model and the Image(s) are being used for illustrative purpose only.
3. TERMINATION
Your right to use the Image(s) terminates automatically without notice from DAJ if you violate any part of this Agreement. Upon termination, you must immediately stop using the Image(s), and shall destroy all Image(s) or copies thereof. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement.
You agree to indemnify and hold DAJ harmless against all claims or liability of any kind arising from out of any breach by you of this Agreement.
4. LIMITED WARRANTIES AND DISCLAIMERS
DAJ warrants to the best of our knowledge, the Image(s) do not infringe any rights of copyrights or other intellectual property or proprietary rights of third parties, but no right of action shall accrue against DAJ in the event of the said Image(s) being deemed or found to be defamatory, obscene or infringement of third party rights.
DAJ also warrant that the Image(s) is free from defects in materials and workmanship within sixty (60) days from the date of delivery. In the event that the Image(s) is defective, DAJ entire liability and sole remedy shall be limited to a replacement of the Image(s) or a refund of the fee paid, at DAJs option.
DAJ MAKES NO OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY IMAGE(S), ITS ONLINE SYSTEMS OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER DAJ NOR ITS LICENSORS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS LICENSE, RELATING TO ANY IMAGE(S) OR OTHERWISE. If DAJ shall have any liability of any kind to you or other third parties, you agree that the total liability of DAJ shall in no event exceed the amount your originally paid for the Image(s).
5. GENERAL PROVISIONS
All rights to the Image(s) are owned by DAJ and its licensors and are protected by international copyright laws, international treaty provisions and other applicable laws. DAJ and its licensors retain all rights not expressly granted under this Agreement.
If any part of this Agreement is held invalid, it will not affect the validity of the remaining terms of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement represents the entire Agreement between the parties, the terms or conditions may not be amended except made in writing and signed by an authorised representative of both parties.
This Agreement is governed by the laws of Japan whose courts are the courts of exclusive jurisdiction. DAJ shall have the right to bring proceedings in any jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of DAJ such action is necessary.
If you wish to use Image(s) in a manner that not permitted under this Agreement, please contact Digital Archive Japan, INC. 3F 1-7-13 Mita Meguro-ku, Tokyo 153-0062, Japan.
Tel: +81 3 5720-7221
Fax: +81 3 5720-7222
Email: info@dajimages.com
