rcm Imaging licensed images (Terms and Conditions)
Applicable Définitions : The following terms and associated definitions are applicable to this license agreement :
- Complimentary use of watermarked images: Licensee is permitted to use watermarked content downloaded from or provided by rcm Imaging on an internal basis as a test or sample for up to 30 days from the date content has been downloaded or provided. Watermarked content shall not be used in any final material or product, nor may it be displayed in any public manner. Said material shall not be distributed to other parties.
- Editorial content: An image where a photographic release has not been secured which restricts how it may be used. Basically, the image may not be used in general commercial applications. Commercial purposed forbidden uses include, but are not limited to, advertisements, merchandise, product packaging, other general commercial or promotional purposes.
- Licensed content: Content downloaded or otherwise obtained from rcm Imaging shall be deemed “licensed content” upon payment of the applicable license fee and affirmative acceptance of these terms.
- Licensed content use: Licensed content may be used in any manner not otherwise restricted (see restrictions below).
- License Types: There are three license types:
- Standard License (general usage and applicable terms and conditions)
- Specialized Image License: Specially created images where general usage terms and conditions apply but for which a premium license fee is required.
- Editorial License: License terms and conditions are more restrictive than general usage. See Editorial Content above.
- Use: For the purposes on this agreement, the term “use” means to reproduce, copy, duplicate, display, transmit, edit, modify, publish broadcast, stream, print, or make use of in any other manner (except as may be restricted below).
- Watermarked content: Images that have the rcm Imaging logo embedded on the face.
General Usage Permitted by Licensee:
- Subject to the restrictions below, and all other terms of agreement, this license is:
- Perpetual, meaning there is no expiration or end date on the licensee’s rights to use the content.
- Non-exclusive, meaning licensee does not have exclusive rights to use the content.
- Unlimited, meaning the licensee may use the content in an unlimited number of projects and in any media (subject to the restrictions delineated below).
Restrictions : The use of licensed content is restricted accordingly :
- Pornographic, defamatory, or unlawful use: Licensed content may not be used in any pornographic, defamatory, or in any other manner that may be deemed in violation of state or federal law.
- Standalone use: Licensed content may not be used in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).
- Trademark or Logo: Licensed content may not be used as a part of any logo, trademark, service mark, business name, or design mark.
- Sensitive use: Licensed content used in connection with a subject that would be unduly controversial or unflattering to a reasonable person must be accompanied with a notice indicating that the material is being used for illustrative purposes only and that any person depicted in the content is a “model.”
- False Representation of Authorship: Licensee may not falsely represent that license is the original creator, artist, or author of a work that is comprised largely of licensed content.
- Resale: The resale, redistribution, or other transference of any licensed content where the licensed content is the primary item is prohibited, except when the licensed content is used within another final product such as a manual, text, slide deck, video, brochure, etc.
- Non-transferable: The right to use licensed content by licensee is not-transferable and not-sublicensable to anyone else with two explicit exceptions:
- Employer or Client: If the licensed material is being purchased on behalf of the licensee’s employer or client, then the employer or client may use the licensed content PROVIDED the licensee has full legal authority to bind said employer or client to the terms of this license agreement. If the licensee does not have this expressed authority, then the client or employer is not permitted to use said content under this license.
- Subcontractors: Licensee is authorized to permit subcontractors or distributors to use the licensed content in the production or distribution process of the licensee’s final product or end use. Subcontractors and distributors are not permitted to use the licensed content for any other purpose.
- Gallery: Licensed content may not be used, displayed, or portrayed in any electronic gallery of content that may be searched by third parties from which said third party could search or select from such content.
- Third Party Impact: Licensed content may not be used in any manner that infringes upon any third party’s trademark or other intellectual property.
- Editorial use special restrictions: In certain cases, an image available for license may be specifically designated as “Editorial Use Only.” Images so designated do not have otherwise necessary photographic model or property releases. In such cases, the licensed content may be used in any context that is newsworthy or of public interest, e.g. newspaper, or magazine article, and only in accordance with federal copyright law.
- Images so designated may not be used for any commercial purpose.
- Images so designated may not be edited, formatted, or changed in any manner that alters or changes the context of the content being depicted.
- Images so designated shall not be used without the provision of attribution expressed attribution as provided below.
Attribution Requirements: Attribution, credit, and copyright notices required include:
- Printed training, exercise, handouts, manuals, and related materials whereby the attribution line should accompany any image used and shall be in the following format: “© artist’s name / rcmimaging.com” unless the artist’s name is not provided with licensed image in which case the attribution line should read: “©rcmimaging.com”
- Presentation and/or training visual aids whereby the attribution line should accompany any licensed image used and shall be in the following format: “© artist’s name / rcm Imaging.com” unless the artist’s name is not provided with licensed image in which case the attribution line should read: “©rcmimaging.com”
- Web sites, blogs, and social media whereby the attribution line should accompany any licensed image used and shall be in the following format “© artist’s name / rcm Imaging.com” unless the artist’s name is not provided with licensed image in which case the attribution line should read: “©rcmimaging.com”
- News reporting, commentary, publishing, or any other editorial context whereby the attribution line should accompany any image used and shall be in the following format: “© artist’s name / rcmimaging.com” unless the artist’s name is not provided with licensed image in which case the attribution line should read: “©rcmimaging.com”
rcm Imaging makes no representations or warranty and does not grant any right as to the use of trademarks, logos, trade dress, names, people, persons, places, audio, video, architecture, designs, or art work whether registered, unregistered or copyrighted, contained in or otherwise depicted in rcm Imaging licensed content. Licensee hereby acknowledges and understands that no releases are obtained for content identified as “editorial” and that legal protections may exist to protect a person’s image and likeness or other property which may be used for commercial purposes when they have not provided a general release for use. Licensee is responsible for making all determinations as to whether Licensee is required to secure such release(s) in connection with Licensee’s use of the licensed content, and Licensee shall be responsible for obtaining any such release(s) at Licensee’s sole cost and expense.
Intellectual Property: All licensed content available for license from rcm Imaging is the intellectual property of the specific artist identified and rcm Imaging, a division of The Mathews Group, LLC. Use of any licensed content or other image or visual produced by or on behalf of rcm Imaging, Mathews and Associates, and The Mathews Group, LLC outside the terms of this license agreement or other written agreement will be considered an act of “copyright infringement” and is not authorized or permitted.
Image Removal/Termination of License:
Image Removal: rcm Imaging may terminate licensing of any or all content at any time in its sole discretion. rcm Imaging may choose to so terminate licensing upon learning that the content is subject to a claim of infringement by a third-party. In such a case, rcm Imaging may require Licensee to immediately cease using the licensed content and delete and destroy all copies of the content including copies Licensee has provided to any other individuals or entities, all at Licensee’s sole cost and expense. In such event, rcm Imaging will refund the purchase price for the content or a prorated value if only a portion of the content purchased is required to be deleted or destroyed. The refund amount and/or proration determination shall be in the sole discretion of rcm Imaging.
Termination: rcm Imaging may terminate this agreement at any time if Licensee breaches any term or condition of this agreement. In the event of such termination, Licensee shall immediately cease using the content and delete and destroy any and all copies of the licensed content and provide rcm Imaging with written proof of such destruction.
This agreement will be governed by the laws of the State of New York. Licensee understands and agree that any disputes arising out of this agreement shall be determined by binding arbitration that shall be decided by a single arbitrator which shall be confidential. The arbitrator shall be selected using the rules and procedures for arbitrator selection under the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") in effect on the date of the start of the arbitration proceeding. The location shall be determined at the sole discretion of by rcm Imaging. Licensee hereby agrees that any arbitration shall be commenced with two (2) years of the events or acts which give rise to any claim or dispute.
All arbitration documentation shall be in English and all proceedings shall be conducted in English. The decision of the arbitrator shall be final and binding on each party and his or her decision may be enforced by any court of competent jurisdiction. Reasonable legal fees and costs may be recovered by the prevailing party either in its claim or defense Licensee understands and agrees that this agreement shall not be governed or determined by the United Nations Convention on Contracts for the International Sale of Goods.
Nothing herein shall prohibit or prevent rcm Imaging from seeking injunctive or other relief from any court of competent jurisdiction against Licensee in the event that rcm Imaging, in its sole discretion, deems it necessary to protect its intellectual property rights.
Licensee shall be responsible to pay all applicable sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of this agreement and the license(s) granted to Licensee or arising out of Licensee’s use of the rcm Imaging licensed content.
Licensee agrees to defend, indemnify and hold harmless rcm Imaging, its parent, subsidiaries, affiliates, suppliers, and each of their respective corporate members, officers, directors and employees from all damages, expenses, costs and liabilities (including reasonable attorney fees and related costs) in connection with: (i) Licensee's use, display, or distribution of any content or intellectual property described within this agreement; (ii) Licensee’s failure to obtain, secure or otherwise receive permission or authority to use, display or distribute in any way, any content or intellectual property described within this agreement and beyond the license provided by rcm Imaging; (iii) any and all claims or causes of action arising from or on account of the acts or omissions of Licensee; (iv) Licensee’s breach or alleged breach by Licensee or anyone acting on Licensee’s behalf or as Licensee’s agent; and (v) any act or omission by Licensee resulting in any violation of the terms of this agreement.
Notification and Cooperation:
Licensee hereby agrees to immediately notify rcm Imaging in writing of any and all claims or causes of action involving this agreement and shall, on a continuing basis, provide rcm Imaging with written monthly updates as to the status of such matters. Licensee agrees that rcm Imaging has, in its sole discretion, the right to assume the defense, settlement and/or resolution of any dispute, claim or litigation at the sole cost and expense of Licensee and as contemplated in paragraph above. Licensee hereby agrees to cooperate with and assist rcm Imaging in defending, settling, and/or resolving any dispute, claim or litigation.
Limitation of Liability:
Except as expressly stated in this agreement, rcm Imaging makes no representations or warranties with respect to the license granted to licensee herein and disclaims all implied warranties (if any) including warranties of merchantability, and fitness for a particular purpose, with respect to any of the materials, information services or licenses provided pursuant to this agreement. rcm Imaging shall not be liable to licensee or any individual or entity for losses, costs, or damages, including the loss of profits, punitive, special, direct, indirect, incidental. Consequential, or similar damages arising out of or related to this agreement.
If any term or other provision of this agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this agreement shall nevertheless remain in full force and effect.
No waiver of any provision hereof shall be effective unless made in writing and signed by each party.
This agreement represents the entire agreement between the parties relating to the subject matter hereof and fully and completely expresses the understanding between the parties. There are no other courses of dealing, understandings, agreements, representations or warranties, written or oral, except as set forth herein and this Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.