TERMS AND CONDITIONS OF USE, last updated: 18 December 2018
1) PURPOSE
These Terms and Conditions of Use govern the use of our website (numinoos.com) and apply to the products that we propose thereon, namely the sale of licenses for the digital images produced by the website’s photographer(s) (as defined in Section 2 below).
This website is provided by Philippe Rouquet, 97 avenue C.-F. Ramuz, Pully, 1009, Switzerland. This website is designed to allow you to view and/or order digital images produced by the photographer(s) of numinoos.com, respectively, Philippe Rouquet and/or Micheline Rouquet. Your use of this website and of the digital images that we provide licenses for is subject to the following Terms and Conditions of Use ("TCU").
2) DEFINITIONS
- Licensing Terms: means the conditions defined herein under Section” NUMINOOS.COM STANDARD LICENSING TERMS and which govern the use of our digital images
- photographer(s): means Philippe Rouquet and/or Micheline Rouquet (as indicated in digital images’ watermarks and their IPTC metadata field “Copyright Notice”) or licensor(s) or “content provider(s) or seller(s) or website’s photographer(s).
- user: the individual user or company representative or buyer or licensee
- website: means the website numinoos.com
3) ACCEPTANCE OF THE TCU
PLEASE READ THESE TCU's CAREFULLY BEFORE USING OUR WEBSITE AND PLACING AN ORDER. BY ENTERING THE WEBSITE AND PLACING AN ORDER, YOU INDICATE THAT YOU UNDERSTAND, RESPECT AND ACCEPT THE TCU SET OUT BELOW, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT WANT TO BE BOUND BY THESE TCU, DO NOT USE THIS WEBSITE OR DOWNLOAD OR USE ANY OF OUR DIGITAL IMAGES.
4) CHANGES TO THE TCU
We may revise these terms from time to time at our sole discretion by updating this posting, with the revised TCU taking effect as of the date of their posting. It is the user’s individual responsibility to check for new provisions every time he visits the site.
5) AUTHORIZED USE OF OUR WEBSITE
This website is owned and provided by numinoos.com. All digital images and related information in any medium whatsoever provided by us hereunder, including related text, titles or captions, descriptions, keywords, or information (collectively referred to as "digital images") are owned by numinoos.com and photographer(s) thereof. All digital images are copyrighted and protected under treaty provisions and worldwide author's rights/copyright laws, unless otherwise noted.
This Website contains an image database organized in various collections according subject area, called Galleries, picturing mainly but not only nature’s fauna and flora. numinoos.com allows you to search for, view, and use digital images only as set forth below and/or pursuant to our Licensing terms. You may not remove any author's right/copyright or other proprietary notices contained in the digital images. numinoos.com reserves the right to revoke your permission to view, download and use the digital images and information available on our website at any time, and you agree to immediately discontinue your such use upon written notice from numinoos.com. All rights not specifically granted under these TCU and/or pursuant to our Licensing Terms are reserved to numinoos.com.
We may terminate all licenses granted to you with immediate effect and without prior notice if you fail to comply with any provision of these TCU or with our Licensing Terms. If your license is terminated, you agree to immediately (i) cease using this website and the digital images in any manner whatsoever, (ii) delete all digital images and all copies from all storage media and destroy all other copies. Your use of this website and any digital images thereof shall comply with all applicable laws and regulations. numinoos.com may restrict or remove your permission to use this website at any time or restrict or remove the use of any digital image for any reason and may replace the digital image with another digital image, and you agree to immediately discontinue all use of the digital image upon notification from numinoos.com.
Despite our efforts to provide accurate information, this website may contain technical or other errors, inaccuracies or typographical mistakes.
You are solely responsible for determining whether your use of any digital image requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by numinoos.com. If you are unsure whether additional third-party rights are needed for your use, you are responsible for consulting with competent rights management professionals or legal counsel (see Licensing Terms below for more details).
6) TRADEMARK
The name numinoos® and its accompanying logo is a combined trademark registered with the Swiss Federal Institute of Intellectual Property (https://www.swissreg.ch) in Switzerland. Nothing contained on this website should be construed as granting, by implication or otherwise, any license or right to use the trademark displayed on this website without the written approval of numinoos.com. Your misuse of the trademark displayed on our website, or any other content on the website, except as provided herein, is strictly prohibited.
7) COPYRIGHT NOTICE
All contents of this Website are, unless otherwise stated:
© Copyright 2009 - 2019 Numinoos® Nature Photography. All Rights Reserved.
All website contents are protected under Swiss copyright law and international copyright laws.
8) LINKS
Links to external websites are provided for visitor convenience only. numinoos.com is not responsible in any way for the availability or content of any sites to which links are provided. Neither does the provision of a link to an external website imply an endorsement of its content, organization, products or services unless expressly written.
numinoos.com will not be liable for any losses, injuries, or damages resulting from the display or use of information published on this website or from those to which links are provided.
9) REUSE OF CONTENT
The copyright to all digital images is owned solely by the photographer(s) of numinoos.com.
You may not copy, reuse or change any content or excerpt in whole or in part for any purpose whatsoever without the express permission in writing of numinoos.com.
However, you may share links to content across social networks and media provided that the content is neither downloaded nor altered in any way and that visible credits are always maintained with a link to this website.
© Philippe Rouquet / numinoos.com or © Micheline Rouquet / numinoos.com
10) WARRANTIES AND OMISSIONS
All content provided on this website is for informational purposes only. numinoos.com makes no guarantee as to the accuracy or completeness of any information on this site and is not liable for any errors or omissions nor for the availability of this information.
11) CHILDREN
Children (persons under the age of 18) are not eligible to use this website unsupervised and we ask that children do not register for an account or submit any personal information to us. By using this website unsupervised, and/or registering for an account, you warrant that you are 18 years of age or older.
12) PURCHASE REGISTRATION
To purchase any digital image on this website, you will be requested to complete an order form prior to each purchase by providing true and accurate information. numinoos.com reserves sole discretion over whether to grant you permission to purchase digital images. You shall be liable for payment for all digital images downloaded by others using your details, with or without your permission or knowledge prior to the time that you notify numinoos.com of any unauthorized use.
13) PAYMENT
All purchased licenses must be paid for in advance. Payment can be made online through secured gateways using any of the major Credit Cards, or off-line by Bank Transfer. The prices of licenses for digital images are listed in Swiss Francs (CHF). Below the listed price in CHF, other major currency equivalents will be indicated solely for information purposes.
On-line payment gateways: 2 major gateways are used for processing online payments: PayPal and Stripe.
Other payment facilities may be added at a later stage through the Stripe gateway.
Your online order of digital image file(s) will be delivered ONLY after payment has been processed and confirmed.
14) DELIVERY
After the transaction has been completed, numinoos.com retrieves the appropriate file(s) from its database and creates a ZIP file. You will be notified via email when the files are ready for retrieval (usually a few minutes wait at the most), at which point you may log into your account and click “My Downloads” to retrieve the ZIP. You will have up to 96 hours to download the images. After that, you will need to contact numinoos.com if you need to retrieve the image again.
15) REFUNDS AND/CANCELLATIONS
All sales of licenses for digital images are final and cannot be returned.
There are no refunds on sales of licenses for digital images. Prices are subject to availability and may change.
The Licensee is responsible for paying any and all applicable sales taxes or value added taxes imposed by any jurisdiction as a result of the license granted or of the use of the digital images, pursuant to this Agreement, in addition to the price paid to numinoos.com.
However, to date, numinoos.com, is not subject to any sales tax or Value-Added Tax. This may change in the future since it is dependent on national legislation.
16) YOUR USE OF THE DIGITAL IMAGES LICENSED BY NUMINOOS.COM
"Digital images" include, without limitation, all digital images and any related textual information (including captions and credits). Digital images include all-sized digital images (small size, medium size, high resolution and full resolution images) for which you may purchase a license through this Website.
Your use of digital images purchased from numinoos.com shall be governed solely by numinoos.com 's Licensing Terms below (Personal Use Download licensing or Rights-Managed licensing agreement), whichever are applicable to your type of use. Rights-Managed digital images contain restrictions, including, without limitation, restrictions as to time, type of use, volume, format and territory of use. Your ability to access a digital image does not in itself entitle you to use that digital image. Use of any digital image contrary to a restriction is forbidden. If you do not understand or are unsure as to any restriction, you must contact numinoos.com prior to download or use of any digital image.
NUMINOOS.COM STANDARD LICENSING TERMS
The following Licensing Terms apply to your use of our digital images and are incorporated into these TCU's by reference. By reading these Licensing Terms and/or purchasing a license to use any digital images on this website, you expressly and irrevocably agree to abide to these terms.
A. Type of licenses
Unless otherwise set forth hereunder and/or on the website, all the digital images offered on this website are licensed either as Personal Use Download (PU) or as Rights-Managed (RM) digital images.
Should you decide to purchase a license to use any of the digital images offered on our website, please choose the appropriate type of licensing agreement in the Sections below based on your intended usage:
- Personal Use Download Licensing Agreement (for private usage)
- Rights-Managed Licensing Agreement (for commercial or editorial usage)
B. Personal Use Download (PU) Licensing Agreement
By purchasing the selected digital images, you hereby agree and acknowledge that you are not acquiring any right, title or interest in or to the digital images(s) or any associated copyrights, other than the right to possess, hold and use the digital images (s) for personal, non-commercial or non-monetary purposes. Furthermore, you agree that you will: (i) not scan, copy, duplicate, distribute or otherwise reproduce the digital images(s), (ii) not use the digital images for any commercial purpose, without the express written consent of the photographer(s) and (iii) indemnify numinoos.com against any claims, losses or damages incurred as a result of or in connection with your breach of the foregoing restrictions.
NUMINOOS.COM PERSONAL USE DOWNLOAD LICENSING AGREEMENT
THIS AGREEMENT IS ENTERED BETWEEN YOU ("LICENSEE") AND NUMINOOS NATURE PHOTOGRAPHY ("NUMINOOS.COM") AND APPLIES TO PERSONAL USE DOWNLOAD LICENCES ISSUED VIA THE NUMINOOS.COM WEBSITE. IT IS APPLICABLE TO ONLINE DELIVERY OF LICENSED DIGITAL IMAGES (THE "AGREEMENT").
1. Definitions
a) "Invoice" means the computer-generated or pre-printed invoice issued by numinoos.com, which may include any limitations on the license in addition to those specified herein and the corresponding price for the license of the Licensed digital image(s). The Invoice shall form an integral part of this Agreement.
b) "Licensed digital image(s)" means any still image generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof,
c) "Reproduction" means any form of copying or publication of the whole or part of any Licensed digital image(s), through any medium by whatever means, and the distortion or manipulation of the whole or any part of the Licensed digital image(s) and the creation of any derivative work from the Licensed digital image(s).
2. Grants of rights
1. You understand and agree that the purchased file is for personal use only
2. You may use the digital image files unlimited times for personal use only
3. You can use the files in your finished projects such as paper and fine art prints, printed wall art, complete scrap book pages, cards and transfers
4. The files are provided for Personal Use or as a product that is to be sold as a completed product. Permission is given to print the digital items as many times as you want.
5. Licensee should examine all Licensed digital image(s) for possible defects before sending any Licensed digital image(s) for Reproduction. Without prejudice to Section 5.1 (ii), numinoos.com 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 digital image(s) or its caption or in any way from its Reproduction.
6. You are allowed to display the digital images on a personal, non-commercial web page or blog (excluding web sites with ads) provided that:
- the digital image(s) is not altered by any means, including cropping of the identifying information ;
- you provide on the same page an active link to www.numinoos.com (no "nofollow" link). It can be linked to the page with the photo or the home page of numinoos.com.
- you provide an adequate image copy protection scheme (amongst which “disable right click”) to prevent image theft from your web site.
Example of appropriate code:
Photo by Philippe Rouquet/numinoos.com all rights reserved.
The display of the (required) border imprint (watermark) is not enough. You must add a link to numinoos.com.
3. Limitations
1. You must not share these digital images with others.
2. You may not sell or give the files away either individually or as part of a set (unless purchased as a gift in which case the recipient is deemed to be the owner of the license and is bound by the license terms)
3. You may not lend the digital image files either individually or as part of a set
4. You may not claim the original design or derivatives as your own
5. You may not alter, crop, manipulate and create derivative works of the Licensed digital image(s).
6. You may not store the Licensed digital image(s) in a digital database, network configuration or similar arrangement to allow the Licensed digital image(s) to be viewed by employees, subcontractors and/or clients of Licensee;
7. You may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights hereunder.
8. You may not sell, license or distribute any derivative work containing the Licensed digital image(s) in a way that would allow a third party to download, extract or access the Licensed digital image(s) as a standalone file;
9. You may not incorporate the Licensed digital image(s) into a logo, trademark or service mark;
10. You may not post the Licensed digital image(s) online in a downloadable format or enable it to be distributed via electronic means, including but not limited to the internet and/or any mobile online devices;
11. You may not use the Licensed digital image(s) in a pornographic, defamatory or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
12. You may not sell, share or distribute the digital images on any print on demand website such as Snapfish, Cafe Press, Zazzle, Redbubble or Minted or on any stock image or photo book/photo card site.
13. Licensee must retain the copyright symbol, the name of numinoos.com, the Licensed digital image(s)’ identification number and any other information as may be invisibly embedded in the electronic file (IPTC metadata) containing the original Licensed digital image(s).
14. Licensee must abide by any restriction on use notified to it by numinoos.com before or at the time of delivery of the Licensed digital image(s), either in the information accompanying the Licensed digital image(s) or otherwise.
4. Copyright
No ownership or copyright in any Licensed digital image shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, numinoos.com grants Licensee no right or license, express or implied, to the Licensed digital image(s).
5. Warranty and Limitation of Liability
1. numinoos.com warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement and (ii) the Licensed digital image(s) will be free from defects in materials and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed digital image(s)).
2. numinoos.com holds no responsibility from any legal issues that may arise from any use by the End User. The End User is responsible for any legal issues or costs resulting in their use.
3. The End User is responsible for all liabilities regarding privacy issues, trademarks, slander, libel, etc., that may arise from the use of the digital image(s).
4. The End User is responsible for the end-use and any legal and/or any financial liability that may arise from such use.
5. The End User may not use any digital image found on this site for any illegal or fraudulent purpose.
6. You shall indemnify and defend numinoos.com and its image contributors against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to a breach of this Agreement, the use or modification of any digital image or combination of any digital image(s) with any other material, your failure to abide by any restriction regarding the use of a digital image, or any claim by a third party related to the use of a digital image, alone or in combination with any other material.
7. numinoos.com is not and cannot be held responsible for incorrect identification, titles, descriptions or captions of any images, such as the wrong identification of the subject of the image. It is up to the End User to make sure identifications are correct for their purposes.
8. Digital image(s) may contain copyrighted material or trademarks. The End User is responsible for seeking legal counsel for intended use of the digital image(s). The End User accepts responsibility for all liabilities that may arise from use of the digital image(s).
6. Termination
1. The license contained in this Agreement will terminate automatically without notice from numinoos.com if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) cease using the Licensed digital image(s); (ii) destroy or, upon the request of numinoos.com, return the Licensed digital image(s) to numinoos.com; and (iii) delete or remove the Licensed digital image(s) from Licensee's premises, computer systems and storage (electronic or physical).
2. numinoos.com reserves the right to revoke the license to use the Licensed digital image(s) for good cause and elect to replace such Licensed digital image(s) with alternative Licensed digital image(s). Upon notice of any revocation of a license for any particular Licensed digital image(s), Licensee shall immediately cease using such Licensed digital image(s).
3. Any use of Licensed digital image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling numinoos.com to exercise all rights and remedies available to it under applicable laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
C. Rights-Managed Licensing (RM) Agreement
You purchase the rights pertaining to RM digital images under the terms of the attached Rights-Managed Licensing Agreement of numinoos.com. The fee for using the RM digital images is derived from several factors including image size and resolution, volume, type of use, territorial distribution, exclusivity, time etc. When ordering RM digital images on our website, you will be asked to select the option which will specify the usage rights to be granted. The price for the selected use will be shown on the website interface. Exclusive rights are available for RM digital images upon request, unless such RM digital images have already been licensed exclusively. All licenses of RM digital images are subject to numinoos.com's Rights-Managed Licensing Agreement hereunder.
NUMINOOS.COM RIGHTS-MANAGED LICENSING AGREEMENT
THIS AGREEMENT IS ENTERED BETWEEN YOU ("LICENSEE") AND NUMINOOS NATURE PHOTOGRAPHY ("NUMINOOS.COM") AND APPLIES TO RM DIGITAL IMAGE LICENCES ISSUED VIA THE NUMINOOS.COM WEBSITE. IT IS APPLICABLE TO ONLINE DELIVERY OF LICENSED DIGITAL IMAGES (THE "AGREEMENT").
1. Definitions
a) "Invoice" means the computer-generated or pre-printed invoice issued by numinoos.com, which may include any limitations on the license in addition to those specified herein and the corresponding price for the license of the Licensed digital image(s). The Invoice shall form an integral part of this Agreement.
b) "Licensed digital image(s)" means any still image generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof,
c) "Reproduction" means any form of copying or publication of the whole or part of any Licensed digital image(s), through any medium by whatever means, and the distortion or manipulation of the whole or any part of the Licensed digital image(s) and the creation of any derivative work from the Licensed digital image(s).
2. Grant of Rights and Restrictions
1. Subject to the terms and conditions contained herein, numinoos.com grants to Licensee a non-exclusive (except if otherwise agreed upon and stated on the Invoice), non-assignable and non-sub licensable right to Reproduce the Licensed digital image(s) identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee, provided that such subcontractors agree to abide by the terms of this Agreement.
2. Use of the Licensed digital image(s) is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice. Licensee may utilize the Licensed digital image(s) in any production process that may be necessary for the intended use specified in the Invoice.
3. If any Licensed digital image(s) featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person so pictured is a model and is used for illustrative purposes only.
4. Pornographic, defamatory or otherwise unlawful use of Licensed digital image(s) is strictly prohibited.
5. Licensed digital image(s) shall not be incorporated into a logo, trademark or service mark.
6. For Web use of any Licensed digital image (promotional or editorial), the Licensee is expected to provide an adequate image copy protection scheme (amongst which “disable right click”) to prevent image theft from his or her own website.
7. Licensed digital image(s) shall not be used contrary to any restriction on use that is notified to Licensee prior to or at the time the Licensed digital image(s) is delivered to Licensee. Such restrictions may be included in the information provided with the Licensed digital image(s) on the website, in the Invoice, or in any other communication by the numinoos.com. Any such restriction provided to the Licensee shall be incorporated in this Agreement by reference.
8. Upon reasonable notice, numinoos.com may inspect any records, accounts and books relating to the Reproduction of any of the Licensed digital image(s) to ensure that the Licensed digital image(s) is being used in accordance with this Agreement.
3. Copyright
1. No ownership or copyright in any Licensed digital image(s) shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, numinoos.com grants Licensee no right or license, express or implied, to the Licensed digital image(s).
2. If any Licensed digital image(s) is Reproduced in an editorial manner, the credit line in the format "© [digital image rights holder's name] / numinoos.com", e.g., © Philippe Rouquet / numinoos.com, must appear adjacent to the Licensed digital image(s), except as otherwise indicated, in the credit line accompanying the Licensed digital image(s) on numinoos.com's website or as otherwise notified by numinoos.com. If any Licensed digital image(s) Reproduced by Licensee for editorial purposes omits the requisite credit line, an additional fee equal to fifty percent (50%) of the original amount invoiced shall be payable by Licensee at numinoos.com's discretion. The foregoing fee shall be in addition to any other rights or remedies that numinoos.com may have.
4. Warranty and Limitation of Liability
1. numinoos.com warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement and that (ii) the Licensed digital image(s) will be free from defects in materials and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed digital image(s)).
2. numinoos.com has made reasonable efforts to ensure the correct labeling, categorization and keywording of the Content, however, numinoos.com does not warrant the accuracy of such information.
5. Termination
1. Any use of Licensed digital image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling numinoos.com 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 numinoos.com's other remedies under this Agreement, numinoos.com reserves the right to charge and Licensee agrees to pay a fee equal to twice numinoos.com's normal license fee for use of the Licensed digital image(s).
2. The license contained in this Agreement will terminate automatically without notice from numinoos.com if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) cease using the Licensed digital image(s); (ii) destroy or, upon the request of numinoos.com, return the Licensed digital image(s) to numinoos.com; and (iii) delete or remove the Licensed digital image(s) from Licensee's premises, computer systems and storage (electronic or physical).
3. numinoos.com reserves the right to revoke the license to use the Licensed digital image(s) for good cause and elect to replace such Licensed digital image(s) with alternative Licensed digital image(s). Upon notice of any revocation of a license for any particular Licensed digital image(s), Licensee shall immediately cease using such Licensed digital image(s) and shall where possible ensure that its clients and customers do likewise.
17) ADDITIONAL LICENSE TERMS FOR PU AND RM LICENSES
NUMINOOS.COM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NUMINOOS.COM SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE CONTENT OR THE DOWNLOAD AND USE OF THE WEBSITE, OR TERMINATION OF AN ACCOUNT OR OTHERWISE, EVEN IF NUMINOOS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
NUMINOOS.COM’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGE/FOOTAGE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE CONTENT.
THE REPRESENTATIONS AND WARRANTIES MADE BY NUMINOOS.COM IN THIS AGREEMENT APPLY ONLY TO THE CONTENT AS DELIVERED BY NUMINOOS.COM AND WILL BE INVALID IF THE CONTENT IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT, OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT. NUMINOOS.COM SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY LICENSE OR THE CONTEXT IN WHICH CONTENT IS USED BY LICENSEE.
A. RESTRICTIONS.
numinoos.com may at any time during the term of these TCU's and/or Licensing Terms notify you that certain digital images are no longer available for use under these Licensing Terms and upon such notification, the license granted by numinoos.com shall automatically and immediately terminate. Your sole remedy for any cancelled digital image(s)shall be, at numinoos.com's sole discretion, the replacement of such cancelled digital image(s) with another digital image(s) or refund of any license fee paid attributable to such cancelled digital image(s). numinoos.com cannot anticipate all possible uses of a digital image(s), either alone or in combination with other digital images that you, or you on behalf of your client(s), may make. You are solely responsible for the use of any digital image(s) in combination with any other digital images.
B. UNAUTHORIZED USE.
Without limitation, Licensed digital image(s) may not be used as a trademark or service mark, or for any pornographic use, unlawful purpose or use, or to defame any person, or to violate any person's right of privacy or publicity, or to infringe upon any author's rights/copyright, trade name, trademark, or service mark of any person/entity. Unauthorized use of these Licensed digital image(s) constitutes author's right/copyright infringement and shall entitle numinoos.com to exercise all rights and remedies under applicable intellectual property legislation, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such digital images. The foregoing is not a limiting statement of numinoos.com's rights or remedies in connection with any unauthorized use.
C. MODEL, PROPERTY AND GOVERNMENTAL RELEASES/CLEARANCES.
The rights numinoos.com grants to you do not include a license to any persons, places, property, or subject matter depicted in a digital image, which may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to third persons. You shall assume that no model, property and/or governmental releases, or other releases or licenses exist in connection with any of the digital images, unless specifically stated in a separate written statement by numinoos.com. numinoos.com makes no representations or warranties that it owns or licenses any rights nor does numinoos.com grant you any rights including copyright, trademarks, or rights of publicity belonging to any person, place, property, or subject matter depicted in any Licensed digital image(s). Further, numinoos.com makes no representation or warranty as to the accuracy of any information provided with the digital images. You are solely responsible for determining whether your use of any Licensed digital image(s) requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by numinoos.com. If you are unsure whether additional rights are needed for your use, you are responsible for consulting with competent legal counsel.
D. INDEMNIFICATION.
You agree to indemnify, defend, and hold harmless numinoos.com against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (1) a breach of these Licensing Terms, (2) the use of this Website and the use of any Licensed digital image(s)either alone or in combination with any other material, (3), your failure to abide by any restriction regarding the use of a Licensed digital image(s), or (4) any claim by a third party related to the use of a Licensed digital image(s), alone or in combination with any other material.
18) DISCLAIMERS
1. numinoos.com provides you with this Website and the digital images on an "as is" basis. numinoos.com makes no warranty, express or implied regarding any digital images, its Website, the accuracy of any information, or any rights or licenses under these TCU's including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, or non-infringement, or that this Website or any services will be uninterrupted or error-free.
2. Except for any liability which cannot by law be excluded or limited, neither numinoos.com nor its owners or its photographer(s) shall be liable to you or any other third party claiming through it for direct, indirect, incidental, special or consequential damages arising out of, or relating to the use of the Licensed digital image(s) upon any legal theory, contract, failure of essential purpose, or otherwise. In no event shall numinoos.com or its owner's and/or its photographer(s)'s liability for your use of any Licensed digital image(s)provided hereunder exceed the greater of (i) the amount invoiced and paid by you for the use of that Licensed digital image(s).
3. numinoos.com’s responsibilities are complete once you have downloaded the digital image file(s). We cannot be held responsible for issues with web browser or software incompatibility, alterations, a typo in your email address during checkout (will result in a delay in getting your images), sample text, a purchase of the wrong file type or size, PayPal using your primary email address and not the one you expected, image resizing, your printer settings, transparent backgrounds, etc.
4. If your use of numinoos.com's digital images results in the need for servicing or replacing property, material, equipment or data, numinoos.com shall not be responsible for those costs. In other words, numinoos.com will not be liable for any losses, injuries, or damages resulting from the display or use of data published on this website or from those to which links are provided.
5. The website service operator will make every reasonable effort to keep our website and the service operational. However, certain technical difficulties, maintenance or upgrade operations and other factors may, from time to time, result in temporary service interruptions. You agree not to hold numinoos.com or liable for any of the consequences of such interruptions.
19) APPLICABLE LAW / JURISDICTION / LAWYER'S FEES
Any dispute regarding these TCU's and/or Licensing Terms shall be governed by Swiss law. The parties agree to accept the exclusive jurisdiction of the Courts of Lausanne, Vaud, Switzerland. These TCU's and Licensing Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties hereto confirm that it is their wish that these TCU's and/or Licensing Terms as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between numinoos.com and you, numinoos.com shall be entitled to recover its reasonable lawyer's fees, legal expert fees, and other legal expenses from you.
20) NO WAIVER / SEVERABILITY
No action of numinoos.com, other than an express written Waiver or Amendment, may be construed as a waiver or amendment of this Website TCU's and/or Licensing Terms. Should any clause of these TCU's and/or Licensing Terms be found unenforceable, wherever possible this will not affect any other clause, and each will remain in full force and effect.
21) MISCELLANEOUS
You acknowledge that you have read these TCU's and digital image Licensing Terms (Personal Use Download (PU) or as Rights-Managed (RM) digital image Licensing agreements) and understand it and agree to be bound by all their terms and conditions as well any additional terms set forth on your invoice. This document constitutes the entire agreement between the parties with respect to the subject matter hereof and replaces any and all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by both you and numinoos.com. No purchase order or similar document issued by you shall modify these TCU's and/or Licensing Terms. If any provision of these TCU's and/or Licensing Terms (Personal Use Download (PU) License Agreement or as Rights-Managed (RM) digital image License Agreement) is found to be invalid or unenforceable, the remainder of these TCU's and/or Licensing Terms shall remain valid and enforceable according to its terms. The parties intend that the provisions of these TCU's and/or Licensing Terms be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will take effect to the benefit of and be binding upon the parties, their successors and assignees, except that you may not assign or transfer this Agreement without numinoos.com's prior written consent.
© Copyright 2009 - 2019 Numinoos® Nature Photography. All Rights Reserved.
1) PURPOSE
These Terms and Conditions of Use govern the use of our website (numinoos.com) and apply to the products that we propose thereon, namely the sale of licenses for the digital images produced by the website’s photographer(s) (as defined in Section 2 below).
This website is provided by Philippe Rouquet, 97 avenue C.-F. Ramuz, Pully, 1009, Switzerland. This website is designed to allow you to view and/or order digital images produced by the photographer(s) of numinoos.com, respectively, Philippe Rouquet and/or Micheline Rouquet. Your use of this website and of the digital images that we provide licenses for is subject to the following Terms and Conditions of Use ("TCU").
2) DEFINITIONS
- Licensing Terms: means the conditions defined herein under Section” NUMINOOS.COM STANDARD LICENSING TERMS and which govern the use of our digital images
- photographer(s): means Philippe Rouquet and/or Micheline Rouquet (as indicated in digital images’ watermarks and their IPTC metadata field “Copyright Notice”) or licensor(s) or “content provider(s) or seller(s) or website’s photographer(s).
- user: the individual user or company representative or buyer or licensee
- website: means the website numinoos.com
3) ACCEPTANCE OF THE TCU
PLEASE READ THESE TCU's CAREFULLY BEFORE USING OUR WEBSITE AND PLACING AN ORDER. BY ENTERING THE WEBSITE AND PLACING AN ORDER, YOU INDICATE THAT YOU UNDERSTAND, RESPECT AND ACCEPT THE TCU SET OUT BELOW, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT WANT TO BE BOUND BY THESE TCU, DO NOT USE THIS WEBSITE OR DOWNLOAD OR USE ANY OF OUR DIGITAL IMAGES.
4) CHANGES TO THE TCU
We may revise these terms from time to time at our sole discretion by updating this posting, with the revised TCU taking effect as of the date of their posting. It is the user’s individual responsibility to check for new provisions every time he visits the site.
5) AUTHORIZED USE OF OUR WEBSITE
This website is owned and provided by numinoos.com. All digital images and related information in any medium whatsoever provided by us hereunder, including related text, titles or captions, descriptions, keywords, or information (collectively referred to as "digital images") are owned by numinoos.com and photographer(s) thereof. All digital images are copyrighted and protected under treaty provisions and worldwide author's rights/copyright laws, unless otherwise noted.
This Website contains an image database organized in various collections according subject area, called Galleries, picturing mainly but not only nature’s fauna and flora. numinoos.com allows you to search for, view, and use digital images only as set forth below and/or pursuant to our Licensing terms. You may not remove any author's right/copyright or other proprietary notices contained in the digital images. numinoos.com reserves the right to revoke your permission to view, download and use the digital images and information available on our website at any time, and you agree to immediately discontinue your such use upon written notice from numinoos.com. All rights not specifically granted under these TCU and/or pursuant to our Licensing Terms are reserved to numinoos.com.
We may terminate all licenses granted to you with immediate effect and without prior notice if you fail to comply with any provision of these TCU or with our Licensing Terms. If your license is terminated, you agree to immediately (i) cease using this website and the digital images in any manner whatsoever, (ii) delete all digital images and all copies from all storage media and destroy all other copies. Your use of this website and any digital images thereof shall comply with all applicable laws and regulations. numinoos.com may restrict or remove your permission to use this website at any time or restrict or remove the use of any digital image for any reason and may replace the digital image with another digital image, and you agree to immediately discontinue all use of the digital image upon notification from numinoos.com.
Despite our efforts to provide accurate information, this website may contain technical or other errors, inaccuracies or typographical mistakes.
You are solely responsible for determining whether your use of any digital image requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by numinoos.com. If you are unsure whether additional third-party rights are needed for your use, you are responsible for consulting with competent rights management professionals or legal counsel (see Licensing Terms below for more details).
6) TRADEMARK
The name numinoos® and its accompanying logo is a combined trademark registered with the Swiss Federal Institute of Intellectual Property (https://www.swissreg.ch) in Switzerland. Nothing contained on this website should be construed as granting, by implication or otherwise, any license or right to use the trademark displayed on this website without the written approval of numinoos.com. Your misuse of the trademark displayed on our website, or any other content on the website, except as provided herein, is strictly prohibited.
7) COPYRIGHT NOTICE
All contents of this Website are, unless otherwise stated:
© Copyright 2009 - 2019 Numinoos® Nature Photography. All Rights Reserved.
All website contents are protected under Swiss copyright law and international copyright laws.
8) LINKS
Links to external websites are provided for visitor convenience only. numinoos.com is not responsible in any way for the availability or content of any sites to which links are provided. Neither does the provision of a link to an external website imply an endorsement of its content, organization, products or services unless expressly written.
numinoos.com will not be liable for any losses, injuries, or damages resulting from the display or use of information published on this website or from those to which links are provided.
9) REUSE OF CONTENT
The copyright to all digital images is owned solely by the photographer(s) of numinoos.com.
You may not copy, reuse or change any content or excerpt in whole or in part for any purpose whatsoever without the express permission in writing of numinoos.com.
However, you may share links to content across social networks and media provided that the content is neither downloaded nor altered in any way and that visible credits are always maintained with a link to this website.
© Philippe Rouquet / numinoos.com or © Micheline Rouquet / numinoos.com
10) WARRANTIES AND OMISSIONS
All content provided on this website is for informational purposes only. numinoos.com makes no guarantee as to the accuracy or completeness of any information on this site and is not liable for any errors or omissions nor for the availability of this information.
11) CHILDREN
Children (persons under the age of 18) are not eligible to use this website unsupervised and we ask that children do not register for an account or submit any personal information to us. By using this website unsupervised, and/or registering for an account, you warrant that you are 18 years of age or older.
12) PURCHASE REGISTRATION
To purchase any digital image on this website, you will be requested to complete an order form prior to each purchase by providing true and accurate information. numinoos.com reserves sole discretion over whether to grant you permission to purchase digital images. You shall be liable for payment for all digital images downloaded by others using your details, with or without your permission or knowledge prior to the time that you notify numinoos.com of any unauthorized use.
13) PAYMENT
All purchased licenses must be paid for in advance. Payment can be made online through secured gateways using any of the major Credit Cards, or off-line by Bank Transfer. The prices of licenses for digital images are listed in Swiss Francs (CHF). Below the listed price in CHF, other major currency equivalents will be indicated solely for information purposes.
On-line payment gateways: 2 major gateways are used for processing online payments: PayPal and Stripe.
Other payment facilities may be added at a later stage through the Stripe gateway.
Your online order of digital image file(s) will be delivered ONLY after payment has been processed and confirmed.
14) DELIVERY
After the transaction has been completed, numinoos.com retrieves the appropriate file(s) from its database and creates a ZIP file. You will be notified via email when the files are ready for retrieval (usually a few minutes wait at the most), at which point you may log into your account and click “My Downloads” to retrieve the ZIP. You will have up to 96 hours to download the images. After that, you will need to contact numinoos.com if you need to retrieve the image again.
15) REFUNDS AND/CANCELLATIONS
All sales of licenses for digital images are final and cannot be returned.
There are no refunds on sales of licenses for digital images. Prices are subject to availability and may change.
The Licensee is responsible for paying any and all applicable sales taxes or value added taxes imposed by any jurisdiction as a result of the license granted or of the use of the digital images, pursuant to this Agreement, in addition to the price paid to numinoos.com.
However, to date, numinoos.com, is not subject to any sales tax or Value-Added Tax. This may change in the future since it is dependent on national legislation.
16) YOUR USE OF THE DIGITAL IMAGES LICENSED BY NUMINOOS.COM
"Digital images" include, without limitation, all digital images and any related textual information (including captions and credits). Digital images include all-sized digital images (small size, medium size, high resolution and full resolution images) for which you may purchase a license through this Website.
Your use of digital images purchased from numinoos.com shall be governed solely by numinoos.com 's Licensing Terms below (Personal Use Download licensing or Rights-Managed licensing agreement), whichever are applicable to your type of use. Rights-Managed digital images contain restrictions, including, without limitation, restrictions as to time, type of use, volume, format and territory of use. Your ability to access a digital image does not in itself entitle you to use that digital image. Use of any digital image contrary to a restriction is forbidden. If you do not understand or are unsure as to any restriction, you must contact numinoos.com prior to download or use of any digital image.
NUMINOOS.COM STANDARD LICENSING TERMS
The following Licensing Terms apply to your use of our digital images and are incorporated into these TCU's by reference. By reading these Licensing Terms and/or purchasing a license to use any digital images on this website, you expressly and irrevocably agree to abide to these terms.
A. Type of licenses
Unless otherwise set forth hereunder and/or on the website, all the digital images offered on this website are licensed either as Personal Use Download (PU) or as Rights-Managed (RM) digital images.
Should you decide to purchase a license to use any of the digital images offered on our website, please choose the appropriate type of licensing agreement in the Sections below based on your intended usage:
- Personal Use Download Licensing Agreement (for private usage)
- Rights-Managed Licensing Agreement (for commercial or editorial usage)
B. Personal Use Download (PU) Licensing Agreement
By purchasing the selected digital images, you hereby agree and acknowledge that you are not acquiring any right, title or interest in or to the digital images(s) or any associated copyrights, other than the right to possess, hold and use the digital images (s) for personal, non-commercial or non-monetary purposes. Furthermore, you agree that you will: (i) not scan, copy, duplicate, distribute or otherwise reproduce the digital images(s), (ii) not use the digital images for any commercial purpose, without the express written consent of the photographer(s) and (iii) indemnify numinoos.com against any claims, losses or damages incurred as a result of or in connection with your breach of the foregoing restrictions.
NUMINOOS.COM PERSONAL USE DOWNLOAD LICENSING AGREEMENT
THIS AGREEMENT IS ENTERED BETWEEN YOU ("LICENSEE") AND NUMINOOS NATURE PHOTOGRAPHY ("NUMINOOS.COM") AND APPLIES TO PERSONAL USE DOWNLOAD LICENCES ISSUED VIA THE NUMINOOS.COM WEBSITE. IT IS APPLICABLE TO ONLINE DELIVERY OF LICENSED DIGITAL IMAGES (THE "AGREEMENT").
1. Definitions
a) "Invoice" means the computer-generated or pre-printed invoice issued by numinoos.com, which may include any limitations on the license in addition to those specified herein and the corresponding price for the license of the Licensed digital image(s). The Invoice shall form an integral part of this Agreement.
b) "Licensed digital image(s)" means any still image generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof,
c) "Reproduction" means any form of copying or publication of the whole or part of any Licensed digital image(s), through any medium by whatever means, and the distortion or manipulation of the whole or any part of the Licensed digital image(s) and the creation of any derivative work from the Licensed digital image(s).
2. Grants of rights
1. You understand and agree that the purchased file is for personal use only
2. You may use the digital image files unlimited times for personal use only
3. You can use the files in your finished projects such as paper and fine art prints, printed wall art, complete scrap book pages, cards and transfers
4. The files are provided for Personal Use or as a product that is to be sold as a completed product. Permission is given to print the digital items as many times as you want.
5. Licensee should examine all Licensed digital image(s) for possible defects before sending any Licensed digital image(s) for Reproduction. Without prejudice to Section 5.1 (ii), numinoos.com 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 digital image(s) or its caption or in any way from its Reproduction.
6. You are allowed to display the digital images on a personal, non-commercial web page or blog (excluding web sites with ads) provided that:
- the digital image(s) is not altered by any means, including cropping of the identifying information ;
- you provide on the same page an active link to www.numinoos.com (no "nofollow" link). It can be linked to the page with the photo or the home page of numinoos.com.
- you provide an adequate image copy protection scheme (amongst which “disable right click”) to prevent image theft from your web site.
Example of appropriate code:
Photo by Philippe Rouquet/numinoos.com all rights reserved.
The display of the (required) border imprint (watermark) is not enough. You must add a link to numinoos.com.
3. Limitations
1. You must not share these digital images with others.
2. You may not sell or give the files away either individually or as part of a set (unless purchased as a gift in which case the recipient is deemed to be the owner of the license and is bound by the license terms)
3. You may not lend the digital image files either individually or as part of a set
4. You may not claim the original design or derivatives as your own
5. You may not alter, crop, manipulate and create derivative works of the Licensed digital image(s).
6. You may not store the Licensed digital image(s) in a digital database, network configuration or similar arrangement to allow the Licensed digital image(s) to be viewed by employees, subcontractors and/or clients of Licensee;
7. You may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights hereunder.
8. You may not sell, license or distribute any derivative work containing the Licensed digital image(s) in a way that would allow a third party to download, extract or access the Licensed digital image(s) as a standalone file;
9. You may not incorporate the Licensed digital image(s) into a logo, trademark or service mark;
10. You may not post the Licensed digital image(s) online in a downloadable format or enable it to be distributed via electronic means, including but not limited to the internet and/or any mobile online devices;
11. You may not use the Licensed digital image(s) in a pornographic, defamatory or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
12. You may not sell, share or distribute the digital images on any print on demand website such as Snapfish, Cafe Press, Zazzle, Redbubble or Minted or on any stock image or photo book/photo card site.
13. Licensee must retain the copyright symbol, the name of numinoos.com, the Licensed digital image(s)’ identification number and any other information as may be invisibly embedded in the electronic file (IPTC metadata) containing the original Licensed digital image(s).
14. Licensee must abide by any restriction on use notified to it by numinoos.com before or at the time of delivery of the Licensed digital image(s), either in the information accompanying the Licensed digital image(s) or otherwise.
4. Copyright
No ownership or copyright in any Licensed digital image shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, numinoos.com grants Licensee no right or license, express or implied, to the Licensed digital image(s).
5. Warranty and Limitation of Liability
1. numinoos.com warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement and (ii) the Licensed digital image(s) will be free from defects in materials and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed digital image(s)).
2. numinoos.com holds no responsibility from any legal issues that may arise from any use by the End User. The End User is responsible for any legal issues or costs resulting in their use.
3. The End User is responsible for all liabilities regarding privacy issues, trademarks, slander, libel, etc., that may arise from the use of the digital image(s).
4. The End User is responsible for the end-use and any legal and/or any financial liability that may arise from such use.
5. The End User may not use any digital image found on this site for any illegal or fraudulent purpose.
6. You shall indemnify and defend numinoos.com and its image contributors against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to a breach of this Agreement, the use or modification of any digital image or combination of any digital image(s) with any other material, your failure to abide by any restriction regarding the use of a digital image, or any claim by a third party related to the use of a digital image, alone or in combination with any other material.
7. numinoos.com is not and cannot be held responsible for incorrect identification, titles, descriptions or captions of any images, such as the wrong identification of the subject of the image. It is up to the End User to make sure identifications are correct for their purposes.
8. Digital image(s) may contain copyrighted material or trademarks. The End User is responsible for seeking legal counsel for intended use of the digital image(s). The End User accepts responsibility for all liabilities that may arise from use of the digital image(s).
6. Termination
1. The license contained in this Agreement will terminate automatically without notice from numinoos.com if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) cease using the Licensed digital image(s); (ii) destroy or, upon the request of numinoos.com, return the Licensed digital image(s) to numinoos.com; and (iii) delete or remove the Licensed digital image(s) from Licensee's premises, computer systems and storage (electronic or physical).
2. numinoos.com reserves the right to revoke the license to use the Licensed digital image(s) for good cause and elect to replace such Licensed digital image(s) with alternative Licensed digital image(s). Upon notice of any revocation of a license for any particular Licensed digital image(s), Licensee shall immediately cease using such Licensed digital image(s).
3. Any use of Licensed digital image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling numinoos.com to exercise all rights and remedies available to it under applicable laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
C. Rights-Managed Licensing (RM) Agreement
You purchase the rights pertaining to RM digital images under the terms of the attached Rights-Managed Licensing Agreement of numinoos.com. The fee for using the RM digital images is derived from several factors including image size and resolution, volume, type of use, territorial distribution, exclusivity, time etc. When ordering RM digital images on our website, you will be asked to select the option which will specify the usage rights to be granted. The price for the selected use will be shown on the website interface. Exclusive rights are available for RM digital images upon request, unless such RM digital images have already been licensed exclusively. All licenses of RM digital images are subject to numinoos.com's Rights-Managed Licensing Agreement hereunder.
NUMINOOS.COM RIGHTS-MANAGED LICENSING AGREEMENT
THIS AGREEMENT IS ENTERED BETWEEN YOU ("LICENSEE") AND NUMINOOS NATURE PHOTOGRAPHY ("NUMINOOS.COM") AND APPLIES TO RM DIGITAL IMAGE LICENCES ISSUED VIA THE NUMINOOS.COM WEBSITE. IT IS APPLICABLE TO ONLINE DELIVERY OF LICENSED DIGITAL IMAGES (THE "AGREEMENT").
1. Definitions
a) "Invoice" means the computer-generated or pre-printed invoice issued by numinoos.com, which may include any limitations on the license in addition to those specified herein and the corresponding price for the license of the Licensed digital image(s). The Invoice shall form an integral part of this Agreement.
b) "Licensed digital image(s)" means any still image generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof,
c) "Reproduction" means any form of copying or publication of the whole or part of any Licensed digital image(s), through any medium by whatever means, and the distortion or manipulation of the whole or any part of the Licensed digital image(s) and the creation of any derivative work from the Licensed digital image(s).
2. Grant of Rights and Restrictions
1. Subject to the terms and conditions contained herein, numinoos.com grants to Licensee a non-exclusive (except if otherwise agreed upon and stated on the Invoice), non-assignable and non-sub licensable right to Reproduce the Licensed digital image(s) identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee, provided that such subcontractors agree to abide by the terms of this Agreement.
2. Use of the Licensed digital image(s) is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice. Licensee may utilize the Licensed digital image(s) in any production process that may be necessary for the intended use specified in the Invoice.
3. If any Licensed digital image(s) featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person so pictured is a model and is used for illustrative purposes only.
4. Pornographic, defamatory or otherwise unlawful use of Licensed digital image(s) is strictly prohibited.
5. Licensed digital image(s) shall not be incorporated into a logo, trademark or service mark.
6. For Web use of any Licensed digital image (promotional or editorial), the Licensee is expected to provide an adequate image copy protection scheme (amongst which “disable right click”) to prevent image theft from his or her own website.
7. Licensed digital image(s) shall not be used contrary to any restriction on use that is notified to Licensee prior to or at the time the Licensed digital image(s) is delivered to Licensee. Such restrictions may be included in the information provided with the Licensed digital image(s) on the website, in the Invoice, or in any other communication by the numinoos.com. Any such restriction provided to the Licensee shall be incorporated in this Agreement by reference.
8. Upon reasonable notice, numinoos.com may inspect any records, accounts and books relating to the Reproduction of any of the Licensed digital image(s) to ensure that the Licensed digital image(s) is being used in accordance with this Agreement.
3. Copyright
1. No ownership or copyright in any Licensed digital image(s) shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, numinoos.com grants Licensee no right or license, express or implied, to the Licensed digital image(s).
2. If any Licensed digital image(s) is Reproduced in an editorial manner, the credit line in the format "© [digital image rights holder's name] / numinoos.com", e.g., © Philippe Rouquet / numinoos.com, must appear adjacent to the Licensed digital image(s), except as otherwise indicated, in the credit line accompanying the Licensed digital image(s) on numinoos.com's website or as otherwise notified by numinoos.com. If any Licensed digital image(s) Reproduced by Licensee for editorial purposes omits the requisite credit line, an additional fee equal to fifty percent (50%) of the original amount invoiced shall be payable by Licensee at numinoos.com's discretion. The foregoing fee shall be in addition to any other rights or remedies that numinoos.com may have.
4. Warranty and Limitation of Liability
1. numinoos.com warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement and that (ii) the Licensed digital image(s) will be free from defects in materials and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed digital image(s)).
2. numinoos.com has made reasonable efforts to ensure the correct labeling, categorization and keywording of the Content, however, numinoos.com does not warrant the accuracy of such information.
5. Termination
1. Any use of Licensed digital image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling numinoos.com 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 numinoos.com's other remedies under this Agreement, numinoos.com reserves the right to charge and Licensee agrees to pay a fee equal to twice numinoos.com's normal license fee for use of the Licensed digital image(s).
2. The license contained in this Agreement will terminate automatically without notice from numinoos.com if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) cease using the Licensed digital image(s); (ii) destroy or, upon the request of numinoos.com, return the Licensed digital image(s) to numinoos.com; and (iii) delete or remove the Licensed digital image(s) from Licensee's premises, computer systems and storage (electronic or physical).
3. numinoos.com reserves the right to revoke the license to use the Licensed digital image(s) for good cause and elect to replace such Licensed digital image(s) with alternative Licensed digital image(s). Upon notice of any revocation of a license for any particular Licensed digital image(s), Licensee shall immediately cease using such Licensed digital image(s) and shall where possible ensure that its clients and customers do likewise.
17) ADDITIONAL LICENSE TERMS FOR PU AND RM LICENSES
NUMINOOS.COM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NUMINOOS.COM SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE CONTENT OR THE DOWNLOAD AND USE OF THE WEBSITE, OR TERMINATION OF AN ACCOUNT OR OTHERWISE, EVEN IF NUMINOOS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
NUMINOOS.COM’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGE/FOOTAGE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE CONTENT.
THE REPRESENTATIONS AND WARRANTIES MADE BY NUMINOOS.COM IN THIS AGREEMENT APPLY ONLY TO THE CONTENT AS DELIVERED BY NUMINOOS.COM AND WILL BE INVALID IF THE CONTENT IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT, OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT. NUMINOOS.COM SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY LICENSE OR THE CONTEXT IN WHICH CONTENT IS USED BY LICENSEE.
A. RESTRICTIONS.
numinoos.com may at any time during the term of these TCU's and/or Licensing Terms notify you that certain digital images are no longer available for use under these Licensing Terms and upon such notification, the license granted by numinoos.com shall automatically and immediately terminate. Your sole remedy for any cancelled digital image(s)shall be, at numinoos.com's sole discretion, the replacement of such cancelled digital image(s) with another digital image(s) or refund of any license fee paid attributable to such cancelled digital image(s). numinoos.com cannot anticipate all possible uses of a digital image(s), either alone or in combination with other digital images that you, or you on behalf of your client(s), may make. You are solely responsible for the use of any digital image(s) in combination with any other digital images.
B. UNAUTHORIZED USE.
Without limitation, Licensed digital image(s) may not be used as a trademark or service mark, or for any pornographic use, unlawful purpose or use, or to defame any person, or to violate any person's right of privacy or publicity, or to infringe upon any author's rights/copyright, trade name, trademark, or service mark of any person/entity. Unauthorized use of these Licensed digital image(s) constitutes author's right/copyright infringement and shall entitle numinoos.com to exercise all rights and remedies under applicable intellectual property legislation, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such digital images. The foregoing is not a limiting statement of numinoos.com's rights or remedies in connection with any unauthorized use.
C. MODEL, PROPERTY AND GOVERNMENTAL RELEASES/CLEARANCES.
The rights numinoos.com grants to you do not include a license to any persons, places, property, or subject matter depicted in a digital image, which may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to third persons. You shall assume that no model, property and/or governmental releases, or other releases or licenses exist in connection with any of the digital images, unless specifically stated in a separate written statement by numinoos.com. numinoos.com makes no representations or warranties that it owns or licenses any rights nor does numinoos.com grant you any rights including copyright, trademarks, or rights of publicity belonging to any person, place, property, or subject matter depicted in any Licensed digital image(s). Further, numinoos.com makes no representation or warranty as to the accuracy of any information provided with the digital images. You are solely responsible for determining whether your use of any Licensed digital image(s) requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by numinoos.com. If you are unsure whether additional rights are needed for your use, you are responsible for consulting with competent legal counsel.
D. INDEMNIFICATION.
You agree to indemnify, defend, and hold harmless numinoos.com against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (1) a breach of these Licensing Terms, (2) the use of this Website and the use of any Licensed digital image(s)either alone or in combination with any other material, (3), your failure to abide by any restriction regarding the use of a Licensed digital image(s), or (4) any claim by a third party related to the use of a Licensed digital image(s), alone or in combination with any other material.
18) DISCLAIMERS
1. numinoos.com provides you with this Website and the digital images on an "as is" basis. numinoos.com makes no warranty, express or implied regarding any digital images, its Website, the accuracy of any information, or any rights or licenses under these TCU's including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, or non-infringement, or that this Website or any services will be uninterrupted or error-free.
2. Except for any liability which cannot by law be excluded or limited, neither numinoos.com nor its owners or its photographer(s) shall be liable to you or any other third party claiming through it for direct, indirect, incidental, special or consequential damages arising out of, or relating to the use of the Licensed digital image(s) upon any legal theory, contract, failure of essential purpose, or otherwise. In no event shall numinoos.com or its owner's and/or its photographer(s)'s liability for your use of any Licensed digital image(s)provided hereunder exceed the greater of (i) the amount invoiced and paid by you for the use of that Licensed digital image(s).
3. numinoos.com’s responsibilities are complete once you have downloaded the digital image file(s). We cannot be held responsible for issues with web browser or software incompatibility, alterations, a typo in your email address during checkout (will result in a delay in getting your images), sample text, a purchase of the wrong file type or size, PayPal using your primary email address and not the one you expected, image resizing, your printer settings, transparent backgrounds, etc.
4. If your use of numinoos.com's digital images results in the need for servicing or replacing property, material, equipment or data, numinoos.com shall not be responsible for those costs. In other words, numinoos.com will not be liable for any losses, injuries, or damages resulting from the display or use of data published on this website or from those to which links are provided.
5. The website service operator will make every reasonable effort to keep our website and the service operational. However, certain technical difficulties, maintenance or upgrade operations and other factors may, from time to time, result in temporary service interruptions. You agree not to hold numinoos.com or liable for any of the consequences of such interruptions.
19) APPLICABLE LAW / JURISDICTION / LAWYER'S FEES
Any dispute regarding these TCU's and/or Licensing Terms shall be governed by Swiss law. The parties agree to accept the exclusive jurisdiction of the Courts of Lausanne, Vaud, Switzerland. These TCU's and Licensing Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties hereto confirm that it is their wish that these TCU's and/or Licensing Terms as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between numinoos.com and you, numinoos.com shall be entitled to recover its reasonable lawyer's fees, legal expert fees, and other legal expenses from you.
20) NO WAIVER / SEVERABILITY
No action of numinoos.com, other than an express written Waiver or Amendment, may be construed as a waiver or amendment of this Website TCU's and/or Licensing Terms. Should any clause of these TCU's and/or Licensing Terms be found unenforceable, wherever possible this will not affect any other clause, and each will remain in full force and effect.
21) MISCELLANEOUS
You acknowledge that you have read these TCU's and digital image Licensing Terms (Personal Use Download (PU) or as Rights-Managed (RM) digital image Licensing agreements) and understand it and agree to be bound by all their terms and conditions as well any additional terms set forth on your invoice. This document constitutes the entire agreement between the parties with respect to the subject matter hereof and replaces any and all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by both you and numinoos.com. No purchase order or similar document issued by you shall modify these TCU's and/or Licensing Terms. If any provision of these TCU's and/or Licensing Terms (Personal Use Download (PU) License Agreement or as Rights-Managed (RM) digital image License Agreement) is found to be invalid or unenforceable, the remainder of these TCU's and/or Licensing Terms shall remain valid and enforceable according to its terms. The parties intend that the provisions of these TCU's and/or Licensing Terms be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will take effect to the benefit of and be binding upon the parties, their successors and assignees, except that you may not assign or transfer this Agreement without numinoos.com's prior written consent.
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