PANORAMIC IMAGES WEBSITE USER AGREEMENT
AND CONDITIONS OF USE
TO USER: THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR
COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT, AS THE CASE
MAY BE (COLLECTIVELY "YOU") AND PANORAMIC
STOCK IMAGES, LTD., D/B/A PANORAMIC IMAGES.
"PANORAMIC IMAGES" WHEN USED HEREIN SHALL
MEAN PANORAMIC IMAGES, ITS LICENSORS, DISTRIBUTORS
AND/OR ANY OF THEIR RESPECTIVE AFFILIATES. PLEASE
REVIEW THESE TERMS AND CONDITIONS FULLY BEFORE YOU
CONTINUE TO USE THIS WEBSITE OR DOWNLOAD ANY IMAGE
FROM THIS WEBSITE. BY USING THIS SITE OR DOWNLOADING
ANY IMAGE YOU AGREE TO BE BOUND BY THESE TERMS AND
CONDITIONS. IF YOU DO NOT AGREE, PLEASE DISCONTINUE
USING THIS SITE. PANORAMIC IMAGES RESERVES THE RIGHT
TO CHANGE THE TERMS AND CONDITIONS AT ANY TIME WITHOUT
PRIOR NOTICE. YOUR USE OF THE SITE WILL BE SUBJECT TO
THE MOST CURRENT VERSION OF THIS AGREEMENT POSTED ON
THE SITE AT THE TIME OF SUCH USE.
OF THIS WEBSITE
website is owned by Panoramic Images. All elements of
the site, including the content, the general design,
text, graphics, photographs, images, illustrations and
software are protected by copyright, trademark, trade
dress and other US and international laws relating to
intellectual property and copyright. All images and
related information (collectively referred to as
"Images") are owned by Panoramic Images or
our Image providers.
copyrights to the Images on this website are owned by
the individual photographers who created the images
and/or Panoramic Images. The Images on this site may
only be used as outlined under "Grant of
may obtain express permission, in the form of a
license, to use the Images on this website. The Images
are not sold; they are licensed as described in the
written documents that accompany the Image (delivery
memo, rights release and payment invoice). All Images
are licensed under the Terms and Conditions as
specified at time of purchase.
OF RIGHTS; IMAGE USAGE
Images grants you a personal, non-exclusive and
non-transferable right to copy Image(s) from this site
onto one computer for one user at a time for Comp
Usage and browsing only. Comp Usage means the creation
of a rough layout or comprehensive rendering of a
proposed work as in-house presentations, storyboards,
or rough draft designs for yourself or your clients.
Usage of an Image beyond the limited Comp Usage right
granted herein constitutes willful copyright
infringement and is punishable to the fullest extent
of the law.
REPRODUCTION RIGHTS ARE GRANTED OR IMPLIED HEREIN.
Images cannot be sold or distributed or used for
advertising, brochures, editorial publications,
multimedia, or any other use without the prior written
permission of Panoramic Images. To obtain reproduction
rights you must contact: Panoramic Images, 2302 Main
St, Evanston IL 60202, 800-543-5250, email@example.com.
Panoramic Images and its licensors retain all rights
not expressly granted by this Agreement without any
Use: Panoramic Images grants you the non-exclusive
right to use the Images according to the rights
selected and indicated in the documents transmitted to
you with the Image (delivery memo, rights release and
payment invoice) and for no other purpose, including
promotional and/or electronic usage. Use beyond the
terms of the limited license agreement without first
obtaining an additional license is strictly
prohibited. Other than the above Comp Use, Images may
not be used in any way until an invoice indicating
your right to use the Image is paid in full and no
rights are granted by your possession of an Image or
the delivery documents. Exclusive rights may only be
granted by Panoramic Images subject to the
availability of such rights and subject to additional
fees. Exclusive rights cannot be obtained through the
website. You must contact Panoramic Images directly to
inquire about exclusivity. Use is granted for the
United States only, unless otherwise specified. Full
credit and copyright information must remain with the
AS TO USE
may not remove any copyright, watermarks or other
notices contained in the Images and information.
Panoramic Images reserves the right to restrict or
remove your access to this site at any time, or revoke
your authorization to view, download and use the
Images and information on this site at any time, and
you shall immediately discontinue your use upon
written notice from Panoramic Images.
site could include technical or other mistakes,
inaccuracies or typographical errors. You are solely
responsible for determining whether your use of an
Image or any related information is appropriate for
your intended use and complies with any applicable
laws or customs.
is illegal to copy or reproduce any Image beyond the
terms in the "Grant of Rights" section,
including use on other websites or any derivative use
without the prior written consent of Panoramic Images.
It is illegal to use any portion of an Image as
reference for another photograph or illustration in
may not be used in any materials distributed outside
of your company or to the public, including, but not
limited to, any online or other electronic
distribution system (except you may transmit comps
digitally or electronically to your clients for their
review) and may not be sold, transferred, assigned or
sublicensed alone or as part of any product.
agree that you will not use any Image for any unlawful
purpose, to violate any person's right of privacy or
publicity, or to infringe upon any trade name,
trademark or service mark of any entity, or in any way
that could be considered defamatory, pornographic,
libelous or fraudulent, either by making physical
changes to it, or in the juxtaposition to accompanying
text. Panoramic Images reserves the right to deny any
use of an Image which it determines to be
may not copy or publish any of the Images 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 Panoramic Images.
may not ship, transfer or export any of the Images
into any country or use any of the Images in any
manner prohibited by any export laws, restrictions or
model releases or other releases exist on any Images
unless the existence of such release is specified in a
separate writing by Panoramic Images.
WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS"
AND PANORAMIC IMAGES EXCLUDES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY,
FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A
COURSE OF DEALING, USAGE OR TRADE PRACTICE,
NONINFRINGEMENT, QUALITY OF IMAGE, OR COMPATABILITY
WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT,
OPERATING SYSTEM OR SOFTWARE PROGRAM.
LIMITING THE FOREGOING, PANORAMIC IMAGES GIVES NO
RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES,
TRADEMARK, LOGO TYPES, REGISTERED OR COPYRIGHTED
DESIGNS OR WORKS OF ART DEPICTED IN ANY IMAGE, AND THE
USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS,
CONSENTS OR PERMISSIONS AS MAY BE REQUIRED FOR
REPRODUCTIONS ARE SECURED. PANORAMIC IMAGES IDENTIFIES
CAPTIONS FOR EACH IMAGE TO THE BEST OF ITS ABILITY,
BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR
INCOMPLETE CAPTION INFORMATION OR THE ACCURACY OR
COMPLETENESS OF ANY INFORMATION CONTAINED ON THE
IMAGES DOES NOT WARRANT THAT THIS WEBSITE WILL OPERATE
ERROR-FREE OR THAT THIS WEBSITE AND ITS SERVER ARE
FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS. IF
YOUR USE OF THE WEBSITE OR ANY IMAGE RESULTS IN THE
NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA,
PANORAMIC IMAGES IS NOT RESPONSIBLE FOR THOSE COSTS.
jurisdictions do not permit the exclusion or
limitation of implied warranties or liability for
certain categories of damages. Therefore, some or all
of the limitations above may not apply to you to the
extent they are prohibited or superseded by state or
may be links to other websites from this website.
These links are provided solely as a convenience to
you and not as an endorsement by Panoramic Images of
the contents on such third-party websites. These other
websites are not controlled by Panoramic Images,
Panoramic Images is not responsible for any content
contained on any such website and does not make any
representations regarding the content or accuracy of
materials on such third party websites. Panoramic
Images is not responsible for any loss suffered by you
in relation to your use of such websites and you waive
any and all claims against Panoramic Images regarding
the inclusion of links to outside websites or your use
thereof. If you decide to access linked third-party
websites, you do so at your own risk.
NO CIRCUMSTANCES WILL PANORAMIC IMAGES OR ITS IMAGE
PROVIDERS BE LIABLE FOR ANY DAMAGES WHATSOEVER,
INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL
DAMAGES. DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
OR OTHER PECUNIARY LOSS, ARISING OUT OF (A) THE USE OF
OR INABILITY TO USE THE WEBSITE OR ANY IMAGE OR (B)
THE INABILITY TO OBTAIN ADDITIONAL RIGHTS TO ANY
IMAGES (INCLUDING MAKING ADDITIONAL COPIES) EVEN IF
PANORAMIC IMAGES HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN ANY EVENT, THE LIMIT OF LIABILITY
OF THE COPYRIGHT OWNER OF THE IMAGE, HIS OR HER
REPRESENTATIVE AND PANORAMIC IMAGES SHALL BE THE FEE
PAID FOR THE IMAGE TO PANORAMIC IMAGES.
DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR
INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR,
OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN
OPERATION OR TRANSMISSION, COMPUTER VIRUS,
COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR
UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF
RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS
BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF
ACTION. YOU, NOT PANORAMIC IMAGES, ASSUME THE ENTIRE
COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION
DUE TO YOUR USE OF THIS WEBSITE.
agree to indemnify, defend and hold Panoramic Images,
the owner of the Image and the copyright holder,
harmless from and against any and all claims,
liability, damages, costs and expenses, including
reasonable legal fees and expenses and expert fees,
arising out of the use of any Image, any breach of
this Agreement by you or any other liabilities arising
out of your use of the website.
RESOLUTION AND GOVERNING LAW
and all disputes, with the exception of copyright
claims, arising out of, under or in connection with
this Agreement, including, without limitation, the
validity, interpretation, performance and breach
hereof, shall be settled by arbitration in Chicago,
Illinois, pursuant to the rules of the American
Arbitration Association. Judgment upon the award
rendered may be entered in the highest court of the
forum, State or Federal, having jurisdiction. You
agree that the arbitrators shall award all costs of
arbitration, including legal fees, plus legal
rate-of-interest to the successful party. For
copyright claims you consent to the exclusive
jurisdiction of the state or federal courts within the
State of Illinois and you submit to the personal
jurisdiction of such courts for such purpose.
Agreement, its validity and effect, shall be
interpreted under and governed by the laws of the
State of Illinois without regard to its conflicts of
laws principles. If you are an agent for or an
employee of a non-U.S. company but do business in or
operate in a place of business in the United States or
its territories, you expressly agree that any dispute
regarding this Agreement shall be adjudicated within
the United States in the manner described herein.
Panoramic Images is caused to present claims or suit
as a result of your breach of any of the above terms,
it shall be made whole for such reasonable legal fees,
expert fees or costs by you.
Agreement is not assignable or transferable by you.
Agreement contains all the terms of the agreement
between us (Panoramic Images and you) concerning
transmission, delivery and review of Images, and no
terms or conditions may be added or deleted unless
made in writing and signed by both of us. These terms
and the terms of any subsequent invoice supersede any
and all terms of your purchase order. Any subsequent
invoice issued to you may contain additional terms
relating to the rights granted and the type of usage
is of the essence for you to perform all of your
obligations for payments. Payment of the invoice
herein is to be net thirty (30) days. A service charge
of one and one-half percent (1-1/2%) any unpaid
balance will be charged thereafter. Any claims for
adjustment or rejection of terms must be made in
writing to Panoramic Images within ten (10) days after
receipt of invoice.
action of Panoramic Images other than an express
written waiver may be construed as a waiver of any
provision of this Agreement. In the event Panoramic
Images does waive any specific provision of this
Agreement, it shall not be construed as the waiver of
any other provision hereof.
any of the provisions of this Agreement be
unenforceable, the remaining provisions will remain in
full force and effect.
ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE ANY
WEBSITE IS A VIOLATION OF CRIMINAL AND CIVIL LAWS.
SHOULD SUCH AN ATTEMPT BE MADE, PANORAMIC IMAGES
RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH
PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.
IMAGES ROYALTY-FREE LICENSE AGREEMENT
The photograph(s) and any and all other media and
content in any form delivered to Licensee by Licensor,
whether via CD-ROM or by download via FTP or website
(collectively the “Digital Media”) are licensed,
not sold, to Licensee by Licensor for use pursuant to
Licensee may own the media on which the Digital Media
are recorded, but Licensor, for itself or on behalf of
its contributors, retains ownership of the Digital
Any reference in this Agreement to the Digital Media
shall be to each individual item within the Digital
Media and also to the Digital Media taken as a whole.
Licensee has the non-exclusive, non-transferable, non-sublicensable
right to copy, reproduce, transmit and display the
Digital Media an unlimited number of times in any and
all media for the following purposes:
Advertising, promotional and editorial usage.
Online or electronic distribution systems, including
web page design to a maximum resolution of 72 ppi.
Display uses including but not limited to broadcast,
theatrical, billboards, trade shows.
Product or other packaging
Any other uses approved in writing by Licensor.
Licensee has the right to have the Digital Media
reproduced by subcontractors of Licensee, provided
that such subcontractors agree to the terms of this
Licensee may alter, crop, manipulate and create
derivative works of the Digital Media.
Licensee may make one copy of the Digital Media solely
for backup or archival purposes or transfer the
Digital Media to a single hard drive, provided that
the original and accompanying documentation is
retained in your possession.
Licensor reserves all rights not expressly granted to
Users / Seat Licenses
Licensee may distribute Digital Media within a network
or similar asset management system to no more than 10
computer/workstations within the same company or
similar legal entity. If the Digital Media is to be
placed on a network of servers accessible by more than
10 computers/workstations, please contact your sales
representative as you will require a multiple seat
Licensee may not sublicense, resell or otherwise make
available for use or distribution separately or
detached from a product or web page, or in a manner in
which the customer or other user can extract or access
the Digital Media as a stand-alone file.
Digital Media shall not be incorporated into a logo,
trademark or service mark.
Licensee shall not post the Digital Media online in a
Digital Media may not be used in any electronic
template or application, including those which are web
based, where the purpose is to create multiple
impressions of an electronic or printed product,
including but not limited to website designs,
presentation templates, electronic greeting cards,
business cards or any other electronic or printed
Licensee may not use the Digital Media in any products
for sale whose primary value lies in the Digital Media
itself, including but not limited to retail posters,
calendars and postcards.
Licensee may not use, or allow anyone else to use the
Digital Media to create pornographic, libelous,
obscene or defamatory material. For uses covering
sensitive issues, including but not limited to, topics
regarding sexual issues, substance abuse, physical
mental or alcohol abuse, drugs, tobacco, HIV/AIDS or
other serious mental or physical conditions, you must
include a statement which indicates that the person is
a model and is used for illustrative purposes only.
Licensor grants no rights and makes no warranties with
regard to the use of names, trademarks, trade dress,
registered, unregistered or copyrighted designs or
works of art or architecture in any Digital Media, and
Licensee must satisfy itself that all the necessary
rights or consents regarding any of the above, as may
be required for reproduction, have been obtained.
Licensee agrees to indemnify and hold harmless
Panoramic Images against any and all claims arising
out of breach of this agreement.
Licensor warrants the Digital Media to be free from
defects in material and workmanship for 30 days from
delivery. The sole and exclusive remedy for a breach
of the foregoing warranty is the replacement of the
Licensor makes no other warranties, express or
implied, regarding the Digital Media, including,
without limitation, any implied warranties or
merchantability or fitness for a particular purpose.
Licensor shall not be liable to licensee or any other
person or entity for any general, punitive, special,
direct, indirect, consequential or incidental damages,
or lost profits or any other damages, costs or losses
arising out of licensee’s use of the Digital Media,
this agreement, nay invoice regarding the Digital
Media or otherwise, even if Licensor has been advised
of the possibility of such damages, costs or losses.
Termination and Revocation:
The License contained in this Agreement will terminate
automatically without notice from Licensor if Licensee
fails to comply with any provision of this Agreement.
Upon termination, Licensee must immediately (i) stop
using the Digital Media, (ii) destroy or, upon the
request of Licensor, return the Digital Media to
Licensor (in the case of analogue materials), and
(iii) delete or remove the Digital Media from
Licensee's premises, computer systems and storage
(electronic or physical).
Licensor reserves the right to revoke the license to
use the Digital Media for good cause and elect to
replace such Digital Media with alternative Digital
Media. Upon notice of any revocation of a license for
any particular Digital Media, Licensee shall
immediately cease using such Digital Media and shall
ensure that its clients and customers do likewise.
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 reformed
only to the extent to make it enforceable.
This Agreement will be governed in all respects by the
laws of the State of Illinois, U.S.A., without
reference to its laws relating to conflicts of law.
The United Nations Convention on Contracts for the
International Sale of Goods does not govern this
No action of Licensor, other than express written
waiver, may be construed as a waiver of any provision
of this Agreement.
This contract contains all the terms of the license
agreement and no terms or conditions may be added or
deleted unless made in writing and signed by an
authorized representative of both parties.
2004 Panoramic Images. All Rights Reserved.