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AFLO Co., Ltd Royalty Free End User License Agreement
Terms & Conditions
TERMS & CONDITIONS OF DELIVERY AND USE CONTRACT
DEFINITIONS.
" Image" refers to a photograph, transparency, negative, design, illustration, artwork, painting, drawing,
engraving, image on computer, video or laser disk, or on magnetic tape, or transmitted electronically in digital
form, or stored in a retrieval system, or any other item that AFLO may offer for the purpose of reproduction.
The term "Reproduction" includes any form of copying, displaying or publication of the whole or part of any
Image, whether by printing, photography, photocopier, scanner, or slide projection (whether or not to an
audience), by electronic, digital or mechanical means, in a layout or presentation, or by any other means.
"Reproduction" further includes the copying or manipulation or distortion of the whole or part of any Image,
(for example, digitally on a computer, manually by an artist, or by any other means) even though the resulting
image may not appear to a reasonable person to be derived from the original picture. "Creator" refers to the
photographer, illustrator, artist or any other party (or parties) responsible for producing the Image(s) that
AFLO makes available and which are listed on our Delivery Contract (if we are sending you transparencies).
The terms "AFLO","Us" and "Our" refer to AFLO FOTO AGENCY Inc., creators authorized agent."Client"
(on reverse side), "You" and "Your" refer to the recipient and/or licensee of the Images and your/its
representatives.
1. OBJECTIONS.
If you are receiving transparencies from AFLO, we have agreed to fulfill your picture request and grant you
the use of our Images in accordance with the specifications of use stated on our Delivery Contract. Further,
regardless of the format in which you receive our Image(s) (either digital or transparency), AFLO provides
pictures only on the condition that you agree to the terms listed below.
IF YOU DO NOT AGREE TO ABIDE BY ALL OF THESE TERMS, INCLUDING THE ARBITRATION
AND LIQUIDATED DAMAGE PROVISIONS, PLEASE RETURN OUR IMAGES IMMEDIATELY.
RETENTION OF THESE IMAGES MEANS YOU ACCEPT ALL TERMS OF THIS DELIVERY
CONTRACT, INCLUDING THE ARBITRATION AND LIQUIDATED DAMAGE PROVISIONS.
2. LIMITATIONS ON USAGE.
(a) Unless otherwise specifically stated, Images remain the property of AFLO or the particular Creator(s).
(b) Our Invoice is a license only, granting you reproduction rights to the Images for the use specified on the
Invoice and for no other purpose other than the production of comps (see Clause 3 below), unless such Images
are purchased outright. Unless otherwise stated on this Invoice, such use is granted for a period of one year
from Invoice date, and license is for English language use in North America only.
(c) You do not acquire any right, title or interest in or to any Image, including, without limitation, any
electronic or promotional rights, and you will not make, authorize or permit any use of the particular Images,
plates, digital files or other reproductions made from them except as specified on our Delivery Contract and/or
Invoice.
(d) Reproduction rights are strictly limited to the use, medium, period of time and territory specified on this
License. You agree to advise us in writing of any additional or extended use of the pictures prior to such use.If
you fail to advise us PRIOR to use, you agree that the fair liquidated damage for the additional use of our
pictures is ten (10) times the applicable reproduction fee.
3. COMP USAGE PERMITTED
AFLO grants you a personal, non-transferable, non-exclusive right to copy any of the Images we have
delivered to you onto your computer hard drive and to use the Images and any derivative works or copies on
one computer and with one user at a time only in North America for the purpose of copying, modifying and
incorporating them into materials for comprehensive layouts ("Comps"). The resulting Comps may only be
used as in-house presentations, storyboards, or rough draft designs for yourself or your clients.
4. NO ADDITIONAL REPRODUCTION ALLOWED.
All Images from AFLO are copyrighted; YOU AGREE NOT TO USE, COPY, SCAN, PUBLICLY DISPLAY
OR REPRODUCE THEM IN ANY MANNER, with the exception of the heretofore mentioned (in Clause 3,
above) usage as comps, until payment is made. THE USE OF THESE PHOTOS AS ARTIST’S OR
PHOTOGRAPHER’S REFERENCE, AS WELL AS PROJECTION OF THE PHOTOS, IS SPECIFICALLY
PROHIBITED. AFLO’s catalog Images are available on a rights-protected basis only and, unless otherwise
agreed to by us, are licensed for one-time, non-exclusive use; some Images may have already been used in the
past, or may be used in the future, by other customers. The usage history in North America of each Image is
available upon request. Your Invoice serves as your Copyright License; it will define the rights granted to you,
and comes with the specifications, terms and conditions of use. Only after payment of such Invoice has been
received by us may you then use our Images in accordance with its Terms. You agree not to transfer our
images to any third party except for the purpose of reproduction authorized by our Invoice/Copyright license.
5. SPECIFICALLY PROHIBITED USAGE.
(a) Create any derivative use of an Image unless indicated on the Invoice;
(b) Use an Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or
juxtaposition with specific subject matter.
(c) Use an Image in any way that violates a depicted person’s right of privacy or publicity;
(d) ARCHIVE, REPUBLISH or TRANSMIT an Image on any DATABASE without AFLO’s prior written
consent;
(e) 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 AFLO;
(f) Sublicense, re-license, rent or lease any of the Images;
(g) Use any of the Images to promote a business that sells or licenses photographic images, or otherwise
competes with AFLO in any manner;
(h) 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 regulations.
6. UNAUTHORIZED USAGE.
Any unauthorized use of the copyrighted Images we have provided to you is a violation of the U.S. Federal
Copyright Act of1976 as well as various international agreements prohibiting unauthorized use of copyrighted
materials. Since it is difficult to determine damages resulting from unauthorized usage, in the event you utilize
an Image other than for the usage indicated on our Invoice/Copyright License, or utilize an Image without our
permission and an Invoice/Copyright License to do so, we agree to forego our right to sue you for copyright
infringement and you agree to pay us within ten (10) days of our billing, as liquidated damages, a sum equal to
ten (10) times the normal price we would have charged had such use been authorized by us. If you fail to make
such payment within ten(10) days, this liquidated damage provision shall be void and we shall have the right to
sue you for copyright infringement and/or breach of contract, in which case we will seek all damages and
remedies available, including attorney’s fees and all associated costs.
7. RELEASES
No valid model, property or other releases exist for any Image unless the existence of such release is specified
in writing by AFLO. You agree to indemnify and hold the Creator of each Image, as well as AFLO, harmless
against all claims arising out of the use of any Images where the existence of release(s), rights, consents or
permissions have not been specified in writing by us. Notes and abbreviations on Image mounts or labels are
not intended as indicators of the existence of model or other releases. In any event, the limit of liability of
AFLO shall be the sum paid to us per our Invoice for the use of the particular Image involved. AFLO gives no
rights or warranties with respect to the use of names, trademark, logotypes, registered or copyrighted designs
or works of art contained in any Image, and you must satisfy yourself that all necessary rights, consents or
permission as may be required for reproduction are secured.
8. CREDIT LINE.
(a) If non-editorial: If non-editorial: you agree to provide copyright protection by placing proper copyright
notice on any use. Proper use may be either "Copyright c20___ Client Name" (which protects the whole and
all of its component parts), or "Copyright c20___ AFLO FOTO AGENCY" adjacent to or within the Images
(which protects the Images themselves).
(b) If editorial: If editorial: Credit line in the form "Copyright c2_ 0__AFLO FOTO AGENCY" in type no
smaller than that of related text must appear adjacent to or within the Images; omission of such a credit line in
an editorial use shall be subject to an additional reproduction fee equal to 20% of the original amount invoiced
to you.
(c) Unless otherwise indicated by AFLO or on the mount or frame of a picture the copyright year of a picture is
assumed to be the same year as the date of this license.
9. SAMPLES.
You agree to provide us with two (2) free copies of each use of Creator’s Image(s) appearing in print; such
copies shall be supplied to AFLO within fourteen (14) days of printing.
10. THESE PICTURES ARE VERY VALUABLE.
Some or all of the Images delivered to you may be duplicate photographic transparencies or prints, and it is
costly and time consuming to replace them if they are lost or damaged. Accordingly, we both agree that the
reasonable liquidated value of each lost or damaged transparency or print is one hundred fifty dollars
($150.00).You agree to pay AFLO one hundred fifty dollars ($150) for each lost or damaged transparency or
print without requiring proof of value for each individual Image; AFLO agrees to limit our claim to that
amount without regard to the actual value of the Image. This is a material part of this Contract and we agree to
release the Images to you only if you expressly agree to abide by this liquidated damage provision. You agree
to assume full liability for your employees, agents, assigns, messengers and freelance researchers for any loss,
damage or misuse of the Images from the time you receive them until their safe receipt by AFLO.
11. DAMAGE IN SHIPMENT.
If you have been provided with transparencies or prints, we have inspected all the Images in this shipment
prior to releasing them to you; please look them over carefully. IF ANY TRANSPARENCIES OR PRINTS
HAVE BEEN DAMAGED IN SHIPMENT, CONTACT AFLO IMMEDIATELY. WE MUST HAVE
NOTIFICATION WITHIN THREE BUSINESS DAYS OF YOUR RECEIPT TO AVOID CHARGING YOU
FOR THE DAMAGED IMAGES.
12. RESPONSIBILITY FOR LOSS/DAMAGE.
You agree that you are solely responsible for any loss or damage to the Images we deliver to you, from the
time you receive them until their safe return and delivery to AFLO. You further agree to indemnify us against
any loss or damage to the Images, either while they are in your possession or in transit. This contract is NOT a
bailment, and is specifically conditioned upon the Images we deliver to you being returned to AFLO in the
same condition as delivered. You agree to assume an insurer’s liability for the safe, undamaged and prepaid
return of the pictures to AFLO by bonded messenger, air freight, courier service or registered mail (return
receipt requested).
13. LOST IMAGES.
Any Images in print or transparency form that are not returned to us within ninety (90) days of delivery and for
which you have not obtained a written extension approval shall be deemed lost and you agree to pay the fees
specified in Clause 10 for them. Payment for lost Images does not entitle you to any ownership of, or
reproduction rights to, the Images and, if subsequently found, they must be returned immediately to AFLO.
14. APPLICABLE FEES.
(a) SHIPPING FEES. You agree to pay for courier, express mail or any other delivery method used for the
submission and return of our pictures.
(b) HOLDING FEES. Pictures leased for reproduction are to be returned by the sooner of thirty (30) days after
publication or three (3) months after invoice date, whichever occurs first. You agree to pay us a HOLDING
FEE of one dollar ($1.00) per day per picture after the sooner of these periods until we receive the pictures.
15. PAYMENT POLICY.
Payment for the use of AFLO’s Image(s) and/or other charges and services described on the front of this
contract is to be made the sooner of next thirty (30) days from the Invoice date or prior to usage, whichever
occurs first. Thereafter, you agree to pay an additional one-time past due charge of $20.00 (twenty dollars), as
well as a service charge of one and one half percent (1.5%) per month (18% per annum) on the accrued unpaid
balance. Late payments may be reported by AFLO to professional credit agencies, thus affecting your credit
worthiness and ability to obtain loans.
16. CANCELLATION.
Should you decide not to use the Images described on the front of this contract, you must submit a written
request to us to cancel this Invoice within thirty (30) days of the Invoice date. AFLO will honor such requests
by cancellation of the Invoice. Cancellation requests are, at AFLO’s discretion, subject to a cancellation fee of
30% of the reproduction fee indicated on this Invoice. All normal charges (research fee, shipping fee, etc.)
shall be applicable to any picture request for which an Invoice is issued and subsequently canceled by you.
After 30 days there will be no cancellation for any reason whatsoever.
17. TIMELY PAYMENT REQUIRED.
Time is of the essence in the performance of your obligations to pay us. You have the right to reproduce an
Image only when this Invoice/License is paid in full. Any reproduction before payment of Invoice constitutes
an infringement of rights and a breach of this Contract entitling AFLO to rescind this License and rendering
you liable for payment of damages. NO RIGHTS OF REPRODUCTION ARE GRANTED UNTIL
PAYMENT IS RECEIVED BY AFLO.
18. VIRUSES; NO WARRANTY.
Although AFLO takes all reasonable care to prevent such occurrences, you agree that we cannot be held liable
for viruses or any other form of damage that may be caused to your computer network, hardware or software
by our delivery to you of digital files. Digital files are provided as is." AFLO makes no representation or
warranty, either express or implied, including but not limited to any implied warranties of mechanic ability,
fitness for any purpose, non-infringement, quality of image, or compatibility with any computer hardware or
other equipment, operating system or software program.
19. RETENTION OF DIGITAL FILES.
Digital files may be retained for sixty(60) days or until the date indicated on this Invoice. Unless this period is
extended in writing by us, you must delete the Images from all electronic and removable media and destroy
any other copy of the Images, except as licensed under this Contract. AFLO copyright information and Image
identification number must be retained with the digital files while you retain them.
20. THIS IS IMPORTANT; PLEASE READ CAREFULLY:
Any and all disputes, with the exception of copyright claims, arising out of, under, or in connection with this
Contract including, without limitation, the validity, interpretation, performance and breach thereof, shall be
settled by arbitration in the city of Denver, Colorado pursuant to the rules of the American Arbitration
Association. Judgment upon any award rendered may be entered in the highest State or Federal Court having
jurisdiction. Any dispute involving five thousand dollars ($5000.00) or less may be submitted without
arbitration to any Court having jurisdiction. This Contract, its validity and effect shall be interpreted under and
governed by the laws of the State of Colorado. If you are an agent for or an employee of a non-U.S. company
but operate in a place of business in the United States or its territories you expressly agree that any dispute
regarding this contract shall be adjudicated within the United States in the manner described herein.
21. While AFLO takes all reasonable care in the performance of this Contract generally, AFLO shall not be
liable for any loss or damage suffered by you, your Client or by any third party arising from any defect in any
picture or its caption or in any way from its reproduction.
22. Copyright claims shall be brought in the Federal Court having jurisdiction.
23. If we are caused to present claims or suit as a result of any breach of the above terms set forth, you shall
make AFLO whole for such reasonable legal fees, costs and other related disbursements as may be incurred by
us. You further agree to pay any legally permissible interest amounts that may be added onto a past due award
payment, past due Invoice or judgment.
24. No action of ours, other than an expressly written waiver, may be construed as a waiver of any clause of
this contract. In the event we waive any specific part of this contract, it does not mean we waive any other part.
Should any of the above clauses be found unenforceable, that will not affect any of the other clauses and they
will remain in full force and effect.
25. This agreement is not assignable or transferable on your part. This Contract contains all the terms of the
agreement between us (AFLO) and you(the recipient of the Images) concerning delivery and use of Images.
All rights that are not specifically granted to you herein are reserved for AFLO’s use and disposition without
any limitations whatsoever.
26. You agree that the above terms are made pursuant to Article 2 of the UNIFORM COMMERCIAL CODE
and agree to be bound by same.
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