Magnum Photos

MAGNUM PHOTOS TERMS AND CONDITIONS

 

This is a license agreement between you (“You”) and Magnum Photos that explains how you can use digitally provided photographs, illustrations, and video clips ("Images") that you license from Magnum Photos. By downloading Images from the Magnum Photos website or receiving them from Magnum, you accept the terms of this agreement.

 

Licenses Available

Magnum Photos offers Rights Managed licenses for the Use of the Images on the website.

Rights Managed means Images licensed for a limited number of uses depending on factors such as duration of use, size, print run or impressions, placement, industry, and geographic territories, as described in the Invoice.

To Reproduce or Use means to copy, synchronize, perform, display, exhibit, broadcast, publish, and/or otherwise make use of the Images.

 

1. Comp Use/Review Period

You are permitted to review Images on the website solely for your internal evaluation for a period of up to thirty days (“Review Period”) to determine whether you intend to Use the Images. No public or final Use may be made of the Images and no representations or warranties are provided to you. You may not Use the Images after the Review Period without obtaining an appropriate Rights Managed license for the Images.  After the Review Period, You must destroy all digital files and any internal sample Use of the Images. Other than Comp Use, Images may not be reproduced until an invoice indicating your right to Use the Images is paid in full unless other payment arrangements have been made.

 

2. Rights Managed license

Magnum Photos grants You the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Images for the purposes identified on the invoice, and except as prohibited under Restrictions below. All other rights are reserved to Magnum and the represented artist. Exclusive licenses may be available upon payment of an additional license fee.

 

3. Others Who May Use the Images

You may permit subcontractors (such as printers and other production suppliers) to use the Images as necessary for the preparation of the final product that incorporates the Images, provided that such subcontractors agree to abide by the provisions of this Agreement. You may license 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.

 

4. Restrictions

  1. No Alteration or Out Of Context Use Of Images: You may not crop, alter, modify or combine the Images or any elements in the Images with other material without Magnum’s express consent, which may be denied in its sole discretion. Minor color correction or sizing for placement or platform requirements may be permitted provided the changes do not alter the integrity of the Image. The Images may only be reproduced within the context of the accompanying Image caption.
  2. 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 laws, regulations, and/or industry codes.
  3. No False Representation of Authorship: You may not falsely represent, expressly or impliedly, that You are the original creator of a work that derives a substantial part of its artistic components from the Images, nor may it make the Images available in the form of fine art prints.
  4. No Trademark Use: Images shall not be incorporated into a logo, corporate ID, trademark, or service mark.
  5. No Standalone File Use: You may not make the Images available (separate from its incorporation in any work) in any medium accessible by persons other than authorized Users, in a manner intended to allow or invite a third party to download, extract, redistribute or access the Images as a standalone file.
  6. No Machine Learning, AI, or Biometric Technology Use: You may not use Images (including any caption information, keywords, or other metadata associated with Images) for any machine learning and/or artificial intelligence purposes, or any technologies designed or intended for the identification of natural persons.
  7. No Metadata Exploitation: You may not use the caption information, keywords, accompanying text, or other metadata associated with Images separate and apart from the Images, or allow any third parties to access or use any such information associated with Images.
  8. NFTs: You may not Use Images in connection with an immutable digital asset intended for sale (such as a non-fungible token).

 

5. Uses Requiring Express Consent

 

  1. Commercial Use of Unreleased Images: Magnum Photos Images are generally documentary in nature and no property or model releases accompany the Images. Images are generally available for Editorial Use only if any recognizable people or properties are depicted in the Images. Editorial use means the descriptive use of Images to illustrate topics that are newsworthy, educational, cultural, or in the public interest. Images without the necessary releases may not be used for any commercial, promotional, endorsement, advertisement, or merchandising use without you taking full responsibility for obtaining necessary releases and photographer’s consent. You are solely responsible for determining if a release is necessary for your intended Use and obtaining any necessary releases and the License is conditional in each case on your obtaining them. In-context use of covers of editorial products may be used for promotional purposes provided the entire cover is shown.
  2. Electronic Template Use or On Demand Product Use: You may not without obtaining a specific license: (i) include the Images in an electronic template intended to be reproduced by third parties on electronic or printed products; or (ii) use or display the Images on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products (e.g., products in which Images is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items, including through the sale of custom design websites.

 

6. Credit and Intellectual Property

  1. Copyright. No ownership or copyright in any Images shall pass to You based on the grant of the license contained in this Agreement or invoice. Except as expressly stated in this Agreement, Magnum Photos 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.
  2. Trademarks. In connection with the use of "Magnum Photos" or any other trade names, trademarks, logos, or service marks, including the names of all Images collections ("Marks"), You acknowledge and agree that (i) such Marks are and shall remain the sole property of Magnum Photos; (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 the Marks.
  3. Photo Credit. All Images used in an editorial context must include the following credit line adjacent to the Images: "[Photographer's Name]/Magnum Photos" or as otherwise shown on the Magnum Photos website. If You omit the credit, an additional fee in an amount of up to one hundred percent (100%) of the License Fee may be payable by You, at Magnum Photos' sole discretion. This fee shall be in addition to any other rights or remedies that Magnum Photos may have at law or in equity.
  4. Audio/Visual Production Credit. If Images are 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: "Photographer's Name/Magnum Photos" unless notified as otherwise.
  5. Notice of Violations. You will immediately notify Magnum Photos 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 Magnum Photos' intellectual property rights, including, but not limited to Marks and copyrights. You agree to cooperate with Magnum Photos in connection with any unauthorized use and take all steps reasonably requested by Magnum Photos.
  6. User Accounts.You will be responsible for tracking all activity for each user account, and you agree to (a) maintain the security of all passwords and usernames; (b) notify Magnum Photos immediately of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under each user account.

 

7. Invoicing; Interest on Overdue Invoices

  1. No licenses are granted until full payment of Magnum Photos’ invoice is received. Unless credit terms have specifically been agreed to directly between Magnum Photos and You, payment of Magnum Photos' invoices must be received prior to the publication or other use of any Images. You agree to pay Magnum Photos a service charge of 1.5% per month on any unpaid balance after the first use of the Images. Any disputes concerning the invoice must be submitted to Magnum Photos in writing to sales@magnumphotos.com within 10 business days of the invoice date, or the You shall be deemed to have accepted the invoice as issued. You are responsible for paying any collection fees charged to Magnum Photos to collect past due amounts.
  2. In the event of a conflict between the terms of this Agreement and any purchase order or other communication from You, the terms of this agreement shall prevail.

 

8. Cancellations/Refunds.

At the sole discretion of Magnum, a request for cancellation of permission to reproduce an Image may be accepted if the Image has not been used and the request is made within 30 days of the invoice date,  and in such a case Magnum will charge you a cancellation fee of 50% of the license fee (subject to a minimum cancellation charge of $25 per Image. In the event of cancellation, your rights to use the Images terminate, and you must delete or destroy any Images received.

9. Unauthorized Use and Termination

The license contained in this Agreement will terminate automatically without notice from Magnum Photos if You fail to comply with any provision of this Agreement. Upon termination, You must immediately (i) stop using the Images, (ii) destroy or, upon the request of Magnum Photos, return the Images to Magnum Photos, and (iii) delete or remove the Images from Your premises, computer systems, back-ups, and storage (electronic or physical).

 

10. Revocation

  1. Magnum Photos 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 the same. The replacement Images are subject to the terms and conditions of this Agreement.
  2. If the Images are reproduced on a social media platform or other third-party website without permission, (i) the rights granted under this Agreement shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Images contrary to the terms of this Agreement, and (ii) in such event, upon Magnum Photos' request, You shall remove any Images from such platform or website.

 

11. Warranty and Limitation of Liability

  1. Magnum Photos 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 Magnum Photos will not infringe on any copyright or moral right.
  2. Magnum Photos does not grant any right or make any warranty regarding the use of names, people, trademarks, trade dress, logos, registered, unregistered, or copyrighted audio, designs, works of art, or architecture depicted or contained in the Images. In such cases, you are solely responsible for determining whether releases are required in connection with your proposed use of the Images, and you are solely responsible for obtaining such releases. You acknowledge that no releases are generally obtained for documentary Images 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. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed Images.

 

12. Caption/Metadata Disclaimer

While Magnum Photos has made reasonable efforts to correctly categorize, keyword, caption, and title the Images, Magnum Photos does not warrant the accuracy of such information, or of any metadata provided with the Images.

 

13. No Other Warranties 

Except as provided in this section above digital files are provided "as is." Magnum Photos makes no representation or warranty, either express or implied, including but not limited to any implied representations, warranties or conditions, fitness for any particular purpose, quality of image, or compatibility with any computer hardware or other equipment, operating system, or software program. Magnum Photos photo makes no representation or warranty that the use of the website will be uninterrupted or error-free. The use of this site is at your own risk.

 

14. Liability

  1. MAGNUM PHOTOS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGES, OR OTHERWISE, EVEN IF MAGNUM PHOTOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
  2. MAGNUM PHOTOS MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE IMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE OR TEN THOUSAND DOLLARS, WHICHEVER IS GREATER.
  3. MAGNUM PHOTOS SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS, OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE IMAGES BY YOU OR THE CONTEXT IN WHICH IMAGES ARE USED BY YOU.

 

15. Indemnification

  1. Your Indemnity. You shall defend, indemnify, and hold harmless Magnum Photos and its parent, subsidiaries, commonly owned or controlled affiliates, Images providers, and their respective officers, directors, and employees from all damages, liabilities, and expenses (including attorneys' fees), arising out of or as a result of claims by third parties relating to (i) Your use of any Images outside the scope of this Agreement; (ii) any other actual or alleged breach by You of this Agreement; or (iii) Your failure to obtain any required release in relation to Images.
  2. Magnum Indemnity. Provided Images are only used in accordance with this Agreement and You are not otherwise in breach of this Agreement as Your sole and exclusive remedy for any breach of the representations and warranties Magnum Photos shall defend, indemnify and hold harmless You and your parent, subsidiaries, and commonly owned or controlled affiliates and their respective officers, directors, and employees from all damages, liabilities, and expenses up to the indemnity cap below, (including reasonable outside attorney fees), arising out of or as a result of claims by third parties ("Claims") relating to any actual or alleged breach by Magnum Photos of its warranties set forth above. Magnum Photos shall have no obligation for any Claims that arise out of or are a result of (i) the context in which Images is used by You; where the Claim would not have arisen but for such context; (ii) Your failure to comply with the terms of this Agreement; or (iii) Your continued use of Images following notice from Magnum Photos, or upon Your knowledge, that Images is subject to a claim of infringement of another's right. The maximum total amount of indemnity shall be $10,000. The foregoing states Magnum Photos' entire indemnification obligation under this Agreement.
  3. The party seeking indemnification shall promptly notify the other party of such claim. At the indemnifying party's option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event the indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by the indemnifying Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

 

16. Miscellaneous Terms.

  1. This agreement is personal to you and is not assignable by you without Magnum Photos’ prior written consent. Magnum Photos may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
  2. Audit/Certificate of Compliance. Upon reasonable notice, You shall provide sample copies of Reproductions containing Images to Magnum Photos, including by providing Magnum Photos with free-of-charge access to any pay-walled or otherwise restricted access website or platform where the Images are Reproduced. In addition, upon reasonable notice, Magnum Photos may, at its discretion, either through its own employees or through a third party, audit your records directly related to this Agreement and use of Images in order to verify compliance with the terms of this Agreement.
  3. Electronic Storage. For all Images that are delivered to You in electronic form, You must retain the copyright symbol, the name of Magnum Photos, the Images' identification number, and any other information as may be embedded in the electronic file containing the original Images. You shall maintain a robust firewall to safeguard against unauthorized third-party access to the Images.
  4. Confidentiality. You acknowledge that certain information such as pricing and special licensing considerations granted to You are valuable trade secrets and will not be disclosed to any other parties without prior written consent of Magnum Photos.

17. Choice of Law/Attorney's fees

 

  1. This Agreement will be governed in all respects by the laws of the State of New York, without reference to its laws relating to conflicts of law. You agree that the Federal District or State Court of the State of New York, County of New York are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If Magnum Photos is obligated to go to court to enforce any of its rights, You agree to reimburse Magnum Photos for its legal fees and disbursements if Magnum Photos is the prevailing party.
  2. Severability. 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 revised only to the extent necessary to make them enforceable.
  3. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
  4. Entire Agreement. This Agreement is intended for business customers of Magnum Photos and contains all the terms of the license agreement, together with an Invoice. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Magnum Photos and accepted in writing by you or your authorized representative. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by You, the terms of this Agreement shall govern.
  5. Taxes. You agree to pay and be responsible for any and all applicable sales taxes, use taxes, value-added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your Use of the Images.