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

License

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, SIPA 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.

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.

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 SIPA.

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 SIPA’S or any authorized distributor’s website or otherwise communicated.

No Machine Learning, AI, or Biometric Technology Use. Unless expressly authorized by SIPA, 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 SIPA, 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.

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,parley 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 “SIPA”, "SIPA USA", Parley 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 SIPA and shall remain the sole property of SIPA 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 SIPA's Marks.

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

Notice of Violations. You will immediately notify Parley 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 SIPA's intellectual property rights, including, but not limited to, Marks and copyrights.

Trademarks.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, SIPA 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.

Unauthorized Use and Termination.

he license contained in this Agreement will terminate automatically without notice from SIPA 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).

Revocation

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 SIPA's request, You shall remove any Images from such platform or website.

Warranty and Limitation of Liability.

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 SIPA's request, You shall remove any Images from such platform or website.

Warranty and Limitation of Liability.

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 SIPA (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.

SIPA 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