This is a legal agreement between you (hereafter called “LICENSEE”) and Guliver (hereafter called “LICENSOR”).

If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer and to you as a representative of your employer.

1. Definitions

a.“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 reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Licensor under the terms of this agreement.
b.“Reproduction” includes any form of copying or publication of the whole or a part of any Licensed Material, whether by printing, photography, photocopying, slide projection (whether or not to an audience), layout or presentation, use in a production process, electronic, digital or mechanical means, use as a reference by an artist’s illustration or by any other means. Reproduction further includes the distortion or manipulation of the whole or a part of the Licensed Material, even though the resulting Licensed Material may not appear to a reasonable person to be derived from the original Licensed Material. Reproduction also includes distribution in whole or in part of any Licensed Material via television, cable, and telecommunications network or internet transmission.
c.“License” means the computer-generated or pre-printed document provided by Licensor that sets forth, without limitation, the specific party contracting as Licensor, the specific areas of use for the Licensed Material selected, grants Licensee the Reproduction rights chosen, sets forth limitations on the license (if any) and states the corresponding price for the license of such Licensed Material.
d.“Date of return” is the date by which the Licensed Material supplied by the Licensor must be returned to it as specified on the License. If no date is specified, the date of return shall be 15 days from the date of the License.


2. Grant of rights

a.Unless stated otherwise in the License, the Licensor grants to the Licensee a nonexclusive non-sub licensable, non-transferable and non-assignable right to use and reproduce the Licensed Material identified in the License to the extent explicitly stated therein. Licensor further grants to Licensee the right to have the Licensed Material reproduced, solely to the extent explicitly stated in the License, by Subcontractors of the Licensee, provided that such subcontractors agree to abide by the restrictions of this Agreement.
b.The Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the License. Licensor grants Licensee the right to utilize the Licensed Material in the sales and production process that may be necessary for the intended use specified on the License. The terms specified in the License, or in this Agreement, shall not be modified without the express written consent of Licensor, and any attempt to modify the Agreement without such express written consent, or any attempted deviation from the terms thereof of this Agreement, shall nullify Licensor's indemnity obligations, and the representations and warranties made by Licensor hereunder. Fees assessed for Licensee's use of the Licensed Material depend on the nature of the rights granted. Licensee shall not undertake any expanded use of the Licensed Material without the prior approval of Licensor and the payment of any additional license fee required by Licensor for such expanded use. Licensee shall promptly notify Licensor of any expanded use of the Licensed Material for which Licensee has not received Licensor's prior approval, and shall pay to Licensor any additional license fee required by Licensor for such expanded use. The rights and remedies of Licensor hereunder shall be in addition to, and not in lieu of, any other rights or remedies that Licensor may have at law or in equity.
c.Licensor grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for Reproduction, have been obtained.
d.Use of Licensed Material in a manner not expressly authorized by the License and this Agreement (i) may constitute an infringement of the proprietary rights of Licensor or a third party and (ii) may result in Licensee incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of Licensor or a third party.
e.If any Licensed Material featuring a model is used in an authorized manner that implies endorsement of, use of, or a connection to a product or service by that model or a potentially unflattering or controversial subject, Licensee must accompany each such use with a statement that indicates that the person is a model and is used for illustrative purposes only. Licensor's grant of rights regarding use of Licensed Material on or in a product does not grant Licensee the right to use that Licensed Material in any manner, directly or indirectly (such as, without limitation, in any image or illustration of such product) in the advertising of such product unless that right is also specifically granted.

3. Credit Lines

a.The following credit line must appear adjacent to any Licensed Material utilized in an editorial manner: Photographer’s name/Source/Guliver. Unless otherwise agreed in writing, if any Licensed Material reproduced by Licensee for editorial purposes (i.e., for any non-promotional purpose) omits the credit line an additional fee shall be payable by Licensee at Licensor's discretion.

4. Limitations on Reproduction Rights

a.Some of the Licensed Material contains images of people, both alive and dead. No releases exist for this Licensed Material unless expressly stated by Licensor. Licensee shall be solely responsible to determine whether a release is required to use any such Licensed Material.
b.Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Licensor 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.
c.For all Licensed Material that Licensee takes delivery via download, Licensee must provide the copyright symbol, the name of Licensor and the Licensed Material identification number as part of the electronic file. Licensee may not use the Licensed Material on any image storage jukebox, network configuration or similar computer network arrangement. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Licensed Material from its computer or other electronic storage system.

5. License Cancellation Fee

a.After a fee has been agreed and a License issued a firm and binding contract is offered whereby the Licensor is committed to grant reproduction rights and the Licensee to acquire them. If after such issue the Licensee requests cancellation of the reproduction rights the Licensor may at its discretion cancel subject to the Licensee paying a cancellation fee.
b.The Licensee’s right to reproduce a Licensed Material arises only when the reproduction license relating to the grant of such right and all Licensor’s fees are fully paid. Any reproduction before payment of the license fee constitutes an infringement of rights and a breach of this Agreement entitling the Licensor to cancel the Agreement and rendering the Licensee liable to the payments of damages.
c.If the Licensee fails to pay licensor’s invoice in full within thirty days of the invoice date, Licensor shall add a service charge on any unpaid balance. Licensor also reserves the right, at its sole discretion, to revoke the License if payment is not made in full and rendering the Licensee liable to the payment of damages.

6. Miscellaneous terms

No variation of any of the terms in this Agreement shall be effective unless agreed to in writing by an authorized representative of Licensor and Licensee.


WHAT IS THE DIFFERENCE BETWEEN RM, RR AND RF?

Rights-managed
Rights-managed products are licensed on a use-by-use basis. The fee for using the product is calculated from several factors including size, placement, duration of use and geographic distribution. At the time you order a rights-managed product, you will be asked to submit information that will specify the usage rights to be granted.
Customers generally choose rights-managed products when the image, film clip or audio file will be used for a high-profile project - such usage often connects a brand or a corporation's identity to that particular image, clip or sound bite. Higher licensing fees prevent these products from 'saturating' the marketplace, thus helping to reduce potential competitive conflicts.

Rights-Ready
Rights-ready licensing is tied to an end client who can use the image for any need within predefined use categories. Pricing of rights-ready products is based solely on the use of the category that you select. There is no need to select a file size or define precise license details. Licenses for rights-ready products are always non-exclusive.
For a period of ten (10) years rights-ready images may be reproduced an unlimited number of times for the end client specified and applicable use selected at the time of licensing subject to the limitations listed and described on the FAQ page.

Royalty-free
Royalty-free pricing is based solely on the size of the product you need, not the specific use. You don't have to pay any additional royalties on a use-by-use basis. Once you purchase a royalty-free product, you may use it multiple times for multiple projects without paying additional fees. (Pornographic, defamatory, libellous or otherwise unlawful use of any image is, of course, prohibited.) Since royalty-free products are sold on a nonexclusive basis, customers often choose them as a complement to a design, rather than making them the primary focus.