Juice Images License Agreement
If you are entering into this Agreement on behalf of your employer, the License granted and the
restrictions and limitations on the use of the images set forth below apply to your employer as well as
to you as a representative of your employer. Should you cease working
for your employer, your employer (but not you) may continue to use the images under the terms of this
Agreement.
1. License Grant and Restrictions
1.1 Juice Images Ltd (“Juice Images”) grants you a non-transferable, non-exclusive, worldwide,
perpetual license to store, reproduce and use the specific image(s) that you have purchased during this
transaction, and any authorised derivatives or copies thereof, (collectively the “Images”) for your own
commercial or non-commercial use as set out in the clause 1.3 below, but not for any other purposes.
1.2.1 The Images may be shared by creating an image library, image storage jukebox, network
configuration or similar arrangement as long as no more than ten (10) individuals (including you)
employed by the same entity have access to the Images (subject to clause 1.2.2 below). You expressly
acknowledge that this is not “simultaneous users license” and you may not have more than ten (10)
specific people access the Images even if only ten (10) people are accessing the Images at any
particular time.
1.2.2 If you are intermediary (e.g. an advertising or design agency) the Images must only be used by
one client of yours, who must agree to be bound by the terms of this Agreement. You may allow
individuals employed by your clients to have access to the Images, provided the total number of
individuals with access to the Images (including all those within your organisation and the client)
remains no more than ten (10).
1.3 Specifically, you may:
1.3.1 use the Images any number of times on a worldwide, unlimited and perpetual basis as a part of
advertising and promotional materials, packaging; multi-media including web-design, broadcasting,
film/video/DVD, publishing; materials for personal, non-commercial use;
1.3.2 alter, manipulate and crop the Images;
1.3.3 use the Images in any other manner approved in writing by Juice Images.
1.4 Specifically, you may not:
1.4.1 sublicense, re-license, rent, resell or lease any of the Images to third parties separate or
independent from a specific product, website or similar;
1.4.2 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 ten (10) authorised users,
without prior written consent from Juice Images or its Sales Agents
1.4.3 under the terms of this Agreement use the Images in commercial products where the Images
make up a significant part of the re-sale value of the product (i.e. postcards, posters, calendars, etc.).
1.4.4 use any of the Images to promote a business that sells or licenses photographic images or
otherwise competes with Juice Images in any manner;
1.4.5 sub-license, resell or otherwise distribute the Images to third parties expect as an integral part of
your product or web-page and only for the life and extent of such a product;
1.4.6 make the high-resolution (300 dpi or above) Images available for download beyond the scope of
the license rights provided by this Agreement or place the Images on-line in an FTP or other digital
format;
1.4.7 incorporate any of the Images in a logo, trade mark or service mark;
1.4.8 use the Images in ways or contexts that might reasonably be construed as pornographic,
defamatory, libellous or otherwise unlawful;
1.4.9 use the Images in such a way as to imply that any model depicted in the Images personally uses
or endorses a product or service (for example, in testimonial advertising);
1.4.10 use Images depicting any model in any unduly controversial or unflattering context, unless
accompanied with a statement indicating that the person is a model and the Images are being used for
illustrative purposes only;
1.4.11 delete or later the copyright symbol, the name Juice Images, or identification number or any
other information from the electronic file by which the Images are supplied to you or from any copies
of those files.
2. Warranty and Disclaimer
2.1 Juice Images warrants the digital copy of the Images in the form duly purchased by you or your
employer to be free from technical defects for 90 days from delivery. The sole and exclusive remedy
for breach of the foregoing warranty is the replacement of the digital copy of the Images or refund of
the purchase price, at Juice Images’ sole option. Juice Images shall not, however, be liable if defects
arise as a result of any modification, variation or addition to the Images not performed by us or
caused by any abuse, corruption or incorrect use of the Images with equipment or software
which is incompatible. Juice Images makes no other warranty, express or implied including,
without limitation, any implied warranties or merchantability or fitness for a particular purpose,
our liability to you for any losses shall not exceed the amount you originally paid for the Images.
Some states do not permit the exclusion of implied warranties, and you may have other rights, which
may vary from state to state. Neither Juice Images nor it’s licensors shall be liable to you or any
other person or entity for any general, special, direct, indirect, consequential, incidental, or other
damages (even if we have been advised of the possibility of such damages) arising out of this
license, the usage of the Images including any claim for lost profits or lost savings, or for any
other claim of a third party or otherwise. However, nothing in this license limits liability for
fraudulent misrepresentation or our liability to you in the event or death or personal injury
resulting from our negligence.
2.2 It is a condition of this Agreement that you obtain all necessary rights, models releases or consents
which may be required for reproduction and use of the Images. We make no warranties with regard to
the use of names, people, buildings, trade marks or copyrights material depicted in any Image, or to the
accuracy of any metadata, including, but not limited to, keywords and captions, with any Image.
Furthermore, ensure that you examine the Image you intend to use for possible defects before sending
the Image for reproduction. Juice Images shall not be liable for any loss or damage suffered by you or
any third party arising from any alleged or actual defect in any Image or its metadata or in any way
from its reproduction.
3. Consequences of Breach
3.1 Without prejudice to Juice Images’ other rights and remedies, the License and your right to use the
Images shall automatically terminate, without prior notice or refund of any moneys paid, if you breach
any express or implied term of this Agreement. In the event of termination, you must immediately
destroy or delete all copies of the Images or, at Juice Images request, return them to Juice Images.
3.2 You agree to indemnify Juice Images and hold Juice Images harmless against all claims arising out
of the breach by you of this Agreement.
4. Reservation of Rights and Protection of Intellectual Property
4.1 All rights to the Images are owned by Juice Images and / or its licensors and are protected
internationally by copyright and other applicable laws. Juice Images and its licensors retain all rights
not expressly granted under this Agreement. You may be held legally responsible for any copyright
infringement that is caused or encouraged by your failure to comply with the terms of this Agreement.
5. Other Conditions
5.1 Use of the Images must be in compliance with all applicable laws, statutes and regulations. Juice
Images reserves the right to discontinue the use of any Image for any reason and elect to replace the
Image with an alternative Image. Upon notice of any discontinuance of a License for a particular
Image, you and your client, if applicable, agree not to use the Image in the future. If any part of this
Agreement is found void and enforceable, it will not affect the validity of the remaining terms of this
Agreement, which shall remain valid and enforceable according to its terms. This Agreement
represents the entire Agreement between the parties relating to its subject matter and may not be
amended expect in writing signed by an authorised representative of both parties.
5.2 The laws of England and Wales whose courts are the courts of exclusive jurisdiction govern this
Agreement, save that Juice Images shall have the right to bring proceedings in any jurisdiction to
obtain injunctive or other relief against you in the event that, in the opinion of Juice Images, such
action is necessary or desirable.
If you wish to use the Images in a manner not permitted under this License Agreement, please contact
Juice Images Ltd at info@juiceimages.com or by telephoning +44 (0) 1935 848 593