This is a license agreement (Agreement”) between you (“You”) and Headline Photos  ("Headline Photos") that explains how you can use photographs, digital images and videos (“Images”)  that you license from Headline Photos.  By downloading Images from the Headline Photos website you agree to be bound by the terms of this Agreement. 

Section 1. Licenses

Headline Photos offers Licenses for Editorial Uses of the Images on the Website.  The Images are licensed for a limited number of uses depending on factors such as duration of use, size of image, print run, medium, placement, and geographic territories and any other restrictions specified in the Invoice. Editorial Uses means uses of Images to illustrate events that are newsworthy or of public interest.  These images do not have model releases and cannot be used for commercial purposes. Examples of editorial uses include magazines, books, news broadcasts, documentaries, blogs and articles. Images licensed for editorial uses may not be altered or modified in a way that alters the integrity or the meaning of the content as depicted in the Image.

Unless stated otherwise in the Invoice, Headline Photos grants you a non-exclusive, non-sub-licensable and non-assignable right to reproduce, display, broadcast, transmit or create a permitted derivative work, (collectively “use”) the Images identified in the Invoice, solely to the extent the use is explicitly stated in the Agreement, and subject to the Restrictions in Section 2 below. .Exclusive license may be available upon request upon the payment of an additional fee.  

Additional users of the Images. You may permit subcontractors to use the Images as necessary to prepare or create the final media product that incorporates the Images as provided in the Invoice, provided that any subcontractor agrees  to abide by the provisions of this Agreement.

You may license the Images  on behalf of a third-party client  (“Client”) provided you represent and warrant that: (i)  You are authorized to act as an agent on behalf of  the Client and you have full power and authority to bind the Client this Agreement; and (ii) if  the Client subsequently disputes such power or authority,  You shall be liable for any failure of the Client to comply with the terms of this Agreement.

Comp Use

You are permitted to use Images solely for your internal evaluation for a period of up to sixty [60] days after download (“Review Period”) to determine whether you intend to obtain a license for the Images. No representations or warranties are granted for comp use. You may not use the Images for any purpose after the Review Period without obtaining an appropriate license for that Image. Otherwise, You must destroy all digital files and copies of the Comps you downloaded.

Section 2. Restrictions.

No Unauthorized Redistribution : You may not archive, republish or transmit any images on any database or to a network or bulletin board or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from Headline Photos.

No Unlawful Use: You may not use the Images for any  pornographic, defamatory or otherwise unlawful purpose,  whether directly or in context or juxtaposition with other material or subject matter. You are required to comply with any applicable regulations, export laws and/or industry codes.

No Sensitive Use: You may not use the Images in any manner that would be deemed offensive. Offensive uses include but are not limited to the use of an Image that involves or implies illegal activities, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence.

No Trademark Use:  Images are not permitted to be incorporated into a logo, corporate ID, trademark or service mark.

No Use in Violation of Any Restrictions:  You may not use the Images contrary to any restriction on use provided to You prior to or at the time the Image is delivered to You. Restrictions may be provided with the Image information located on Headline Photos’S or any authorized distributor’s website or otherwise communicated.

No Machine Learning, AI, or Biometric Technology Use. Unless expressly authorized by Headline Photos, you may not use any Image (including any caption information, keywords or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons.

No Metadata Exploitation. Unless expressly authorized by Headline Photos, you may not use the caption information, keywords, accompanying text, or other metadata associated with content separate and apart from the content, or allow any third parties to access or use any such information associated with content.

Section 3.        Credit and Intellectual Property.

Copyright. No ownership or copyright in any Images shall pass to You with the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Headline Photos grants You no right or license, express or implied, to the Images. You may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Images contained in a work incorporating the Images.

Trademarks. In connection with the use of “Headline Photos”, "Headline Photos USA", “Headline Photos PRESS”, or any other its partners' trade names, trademarks, logos or service marks, including the names of all Images collections ("Marks"), You acknowledges and agrees that (i) such Marks are registered U.S. trademarks of Headline Photos and shall remain the sole property of Headline Photos or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon You any right of use in or to the Marks; and (iii) You shall not now or in the future contest the validity of Headline Photos's Marks.

Photo Credit. All Images used in an editorial context, must include the following credit line adjacent to the Images: "[Photographer's Name]/Headline Photos USA " or as otherwise shown on the Headline Photos website. If You omit the credit, an additional fee may be payable by You, at Headline Photos's sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Headline Photos may have at law or in equity.

Audio/Visual Production Credit. If Images is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of Images, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credits, substantially in the following form: " Photo/video supplied by Photographer's Name]/Headline Photos USA".

Notice of Violations. You will immediately notify Headline Photos if you  become aware or suspect that any third party that has gained access to the Images through You is wrongfully using the Images, in whole or in part, or is violating any of Headline Photos's intellectual property rights, including, but not limited to, Marks and copyrights.

Section 4. Unauthorized Use and Termination.

The license contained in this Agreement will terminate automatically without notice from Headline Photos if You fail to comply with any provision of this Agreement. Upon termination, You must immediately (i) stop using the Images, (ii) destroy the Images, and (iii) delete or remove the Images from Your premises, computer systems, back-ups, and storage (electronic or physical).

Section 5.  Revocation

Headline Photos reserves the right to revoke the license to use any Images for good cause and elect to replace such Images with alternate Images. Upon notice of any revocation of a license for any Images, You shall immediately cease using such Images, shall take all reasonable steps to discontinue use of the revoked Images in products that already exist and shall inform all end-users and clients of same. The replacement Images is subject to the terms and conditions of this Agreement.

If the Images are used on a social media platform or other third-party website, (i) the rights granted  under this Agreement shall automatically be revoked in the event that the platform website seeks to exploit rights to the Images contrary to the terms of this Agreement, and (ii) in such event, upon Headline Photos's request, You shall remove any Images from such platform or website.

Section 6.  Payment Terms and Cancellation Policy

Invoicing; Interest on Overdue Invoices.

No licenses are granted until full payment of Headline Photos'S invoice is received. Unless credit terms have specifically been agreed to directly between Headline Photos and You, payment of Headline Photos'S invoices must be received prior to the publication or other use of any Images. Payment of the Invoice is to be net thirty (30) days. Any disputes concerning the invoice must be submitted in writing, within 10 business days of the invoice date, or You shall be deemed to have accepted the invoice as issued. You are responsible for paying any collection fees charged to Headline Photos to collect past due amounts. Time is of the essence in the performance by You of payment obligations.

Cancellation Policy:

If You cancel the rights granted in the Invoice within seven (7) days from the date of the Invoice, You will be charged a fifty dollar (US$50) transaction fee per Image. If the cancellation notice is received more than seven (7) days, but less than thirty (30) days after the Invoice date, a cancellation fee equal to fifty percent (50%) of the amount of the Invoice will be charged. After thirty (30) days, no cancellations will be accepted and You is responsible for and must pay the full amount of the Invoice. For any cancellations, You must also pay any and all service charges, production fees, processing and handling fees and shipping fees. All licenses applicable to the cancellation shall immediately terminate upon cancellation. All cancellations are final.

Section 7. Warranty and Limitation of Liability.

Headline Photos warrants that: (i) the Images will be free from defects in material and workmanship for thirty (30) days from delivery  and Your sole and exclusive remedy for such  breach is the replacement of the Images); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Your use of the Images in accordance with this Agreement and in the form delivered by Headline Photos (i.e., excluding any modifications, overlays or re-focusing by You) will not infringe on any copyright or moral right. You acknowledge that no releases are obtained for Images licensed for Editorial Use and that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release.

Headline Photos 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 Images. You must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.

You warrant that You will use its best efforts to protect the Images from improper usage. You agree to maintain firewalls and other security measures to prevent the accidental or intentional theft, misappropriation or unauthorized copying of the Images

Caption/Metadata Disclaimer. While Headline Photos has made reasonable efforts to correctly categorize, keyword, caption and title the content, Headline Photos does not warrant the accuracy of such information, or of any metadata provided with the content.

DIGITAL FILES ARE PROVIDED "AS IS." Headline Photos MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDED BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF IMAGE, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM OR SOFTWARE PROGRAM. Headline Photos MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. THE USE OF THIS SITE IS AT YOUR OWN RISK.

Headline Photos SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGES, OR OTHERWISE, EVEN IF Headline Photos HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. Headline Photos 'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH'S USE OF OR INABILITY TO USE THE IMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE AMOUNT OF THE LICENSE FEES PAID TO Headline Photos. Headline Photos SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE IMAGE BY YOU OR THE CONTEXT IN WHICH THE IMAGE IS USED BY YOU.

Section 8         Indemnification.

Provided Images is only used in accordance with this Agreement and You not otherwise in breach of this Agreement and as Your sole and exclusive remedy for any breach of the representations and warranties Headline Photos shall defend, indemnify and hold harmless You and your parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses up to the indemnity cap below, (including reasonable outside attorney fees), arising out of or as a result of claims by third parties ("Claims") relating to any actual or alleged breach by Headline Photos of its warranties set forth above. Headline Photos shall have no obligation for any Claims that arise out of or are a result of: (i) Your modification, overlay or re-focusing of the Images, or change in caption, where the Claim would not have arisen but for the change in caption, modification, overlay or re-focusing made by You; (ii) the context in which Images is used by You; where the Claim would not have arisen but for such context; (iii) Your failure to comply with the terms of this Agreement; or (iv) Your continued use of Images following notice from Headline Photos, or upon Your knowledge, that Images is subject to a claim of infringement of another's right.  The maximum total amount of indemnity shall be $10,000. The foregoing states Headline Photos's entire indemnification obligation under this Agreement.

You shall defend, indemnify and hold harmless Headline Photos and its parent, subsidiaries, commonly owned or controlled affiliates, content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including attorneys' fees and costs), arising out of or as a result of claims by third parties relating to (i) Your use of any Images outside the scope of this Agreement; (ii) any other actual or alleged breach by You of this Agreement; or (iii) Your failure to obtain any required release.

The party seeking indemnification shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

Section 9         Miscellaneous Terms.

Assignment. This agreement is personal to you and is not assignable by you without Headline Photos 's prior written consent. Headline Photos may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.

Electronic Storage. For all Images that is delivered to You in electronic form, You must retain the copyright symbol, the name of Headline Photos, the Image identification number and any other information as may be embedded in the electronic file containing the original Images. You shall maintain a robust firewall to safeguard against unauthorized third-party access to the Images.

Confidentiality. You acknowledge that certain information such as pricing and special licensing considerations granted to You are valuable trade secrets and will not be disclosed to any other parties without prior written consent of Headline Photos.

Choice of Law/Attorney's fees. This Agreement will be governed in all respects by the laws of the State of Florida, without reference to its laws relating to conflicts of law. You agree that the Circuit or County Court of the State of New York are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If Headline Photos is obligated to go to court to enforce any of its rights, the You agree to reimburse Headline Photos for its legal fees and disbursements if Headline Photos is successful.

Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

Entire Agreement. This Agreement is intended for business customers of Headline Photos and together with the Invoice  contains all the terms of the Agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Headline Photos and accepted in writing by an authorized representative of You. In the event of any inconsistency between the terms contained in this Agreement and the terms contained on any purchase order or other communication sent by You, the terms of this Agreement shall govern.

Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of You or Purchaser (if any).

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This Film and TV Rider (“Rider”) Any invoice issued to the Customer for the sales order(s) in connection with the use of the Images as incorporated into the film, pilot, and/or series or episode (“Production”).  In the event of any inconsistency between this Rider and the Agreement, the terms of this Rider shall govern.  Except as modified in this Rider, all of the terms of the Agreement remain in effect.

1.     Licensed Use in the Production.: Subject to the terms of this Rider, Headline Photos grants You or Client a non-exclusive, irrevocable  license to incorporate the Images in the Production and to distribute and exploit the Production containing the Images in any and all media, whether such media is now known or developed later, throughout the universe, in perpetuity.

2.     In-Context Promotional Use. (if applicable): Once the Images is incorporated into the Production, the Customer may reproduce excerpts from the Production, including the Licensed  Content, within the same or substantially similar context as the use within the Production, for the sole purpose of promoting the Production, including use in a trailer. In-context promotional use excludes the use of the Images identified as “editorial” in any: (i) key art use, or other stand -alone standalone key art use online and any use on a social media platform, cover art (DVDS, thumbnails etc) and EPGs; (ii)handouts or other third party promotional use; (iii) advertising campaigns; (iv) promotion of a channel, broadcaster, distributor and/or network; and (v) merchandise. Other exclusions may apply to the Licensed  Content and you are responsible for determining if your use requires any additional third-party permissions.

3.     Right to Assign. Customer may assign or sublicense its rights in the Production; provided, however, that the rights in the Licensed  Content outside of its use as incorporated in the Production may not be sublicensed or assigned. Regardless of any transfer of rights in the Production, Customer is not relieved of its responsibilities under the Agreement and/or this Rider; and Headline Photos  shall remain liable for any breaches of the Agreement by Customer or any sublicensee or assignee.

4.     No Injunctive Relief: In the event Customer is in breach of any provision of the Agreement solely with respect to the Images incorporated into a Program, Headline Photos agrees that: (i) its rights and remedies shall be limited to its right to recover damages at law; and (ii) it waives its right to enjoin the production, distribution, exploitation and/or the promotion of the Production provided that such promotional materials are permitted under this Agreement or other agreement with Headline Photos.

5.     No Right to Withdraw.: Once the Image is incorporated into the Production, the terms of the Agreement permitting Headline Photos to withdraw or remove  Images shall be of no further force or effect with respect to such use; provided, however, Headline Photos continues to reserve its right to withdraw  the Image with respect to new uses of the Images, if any.

6.     Credit.: Where technically feasible, a screen credit, equal in size and placement to credits accorded to licensors of any other audio/visual materials used in the Production, must be provided to Headline Photos for any Images used in the Production as follows “Image or collection owner/Headline Photos USA”. However, no casual or inadvertent failure to accord credit shall be considered a breach of the Agreement.  

Selling Images/Photographs/vectors/graphics on Headline Photos (headlinephotos.com)

1. Upload and Sale of Artwork/Photographs

1.1 Photograph/Artwork Upload: The Photographer hereby grants the Platform the non-exclusive right to upload, host, and display photographs (“Photographs/Artwork") on the Platform's website and associated services.

1.2 Sale of Photographs/Artwork: The Photographer grants the Platform the non-exclusive right to offer, market, and sell the Photographs on the Platform and other partner’s platforms. The Photographer/designer understands and agrees that the Platforms will facilitate the sale of Photographs to customers.

1.3 Pricing: The Photographer/Designer agrees to set the price for each Photograph. The Photographer/Designer acknowledges that the Platform may adjust the price to remain competitive.

1.4 Ownership: The Photographer/Designer retains all copyrights and ownership rights to the Photographs uploaded to the Platform.

2. Payments

2.1 Revenue Sharing: The Platform agrees to pay the Photographer a 60% commission of the net revenue generated from the sale of the Photographer’s/Designer’s Photographs/Artwork on the Platform or a partner’s platform (Unless the photos are free). Donations are given directly to a photographer/Designer's PayPal account and no commission is taken from Headline Photos.

2.2 Payment Schedule: Payments will be made on a schedule as outlined by the Platform. The Platform will provide the Photographer with a statement of earnings for each payment.  Payments must reach at least $25.00 to disburse any payment.

3. License to the Platform

3.1 Non-Exclusive License: The Photographer/designer grants the Platform a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, and publicly display the Photographs for the purpose of marketing, promoting, and providing the Platform's services.

4. Responsibilities

4.1 Content Integrity: The Photographer/designer guarantees that all Photographs/designs/artwork uploaded to the Platform are their original work, and they have obtained all necessary permissions, releases, and rights for any recognizable individuals or properties depicted in the Photographs.

4.2 Quality Assurance: The Photographer/designer agrees to maintain the highest quality standards for their Photographs and ensure that they are free from any defects, watermarks, or logos not authorized by the Platform.

5. Termination

5.1 Termination by Photographer: The Photographer/designer may terminate this Agreement at any time by removing their Photographs from the Platform. The Platform will continue to fulfill any existing orders.

5.2 Termination by Platform: The Platform reserves the right to terminate this Agreement and remove the Photographer’s/Designer’s content from the Platform if the Photographer violates any terms outlined herein or engages in any fraudulent or unethical activities.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Florida, without regard to its conflict of law principles.

7. Entire Agreement

This Agreement constitutes the entire understanding between the Photographer and the Platform and supersedes all prior agreements, whether written or oral.

By uploading and/or selling Photographs on Headline Photos, the Photographer acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.