URN Royalty-Free Image and Video Licence Agreement

This is a legal agreement (The Agreement) between Licensee, Purchaser (if any) and Uganda Radio Network (URN).

Identified in section below will be the party entering into this agreement (URN) with the licencee.

This agreement applies to licences issued via the web and via local sales representatives and is applicable to online, digital and analogue (physical) delivery of licensed material.

1. Definitions. In this Agreement the following definitions apply:
1.1 “Licensed Material” means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any copies thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by URN under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
1.2 “Licensee” means the entity purchasing a licence here under or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.
1.3 “Licensee Work” means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.
1.4 “Reproduction” and “Reproduce” mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
1.5 “User” means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilising the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:
2.1 URN grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to reproduce the Licensed Material paid for an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.
2.2 Licensee may have the Licensed Material Reproduced by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the provisions of this Agreement.
2.3 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee.

3. Restrictions.
3.1 Licensee may not: (i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than authorised Users; or (ii) make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.
3.2 Licensee may not, without obtaining the prior written consent of URN and the payment of additional Licence Fees: (i) include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (ii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, licence or other distribution of “on demand” products (e.g., products in which Licensed Material is selected by a third party for customisation 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.
3.3 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material, nor may it make the Licensed Material available in the form of fine art prints.
3.4 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of URN.
3.5 If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
3.6 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
3.7 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, URN does not warrant the accuracy of such information.
3.8 If the Licensee Work is Reproduced on a website, Licensee shall post terms and conditions on the website that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
3.10 If the Licensed Material is Reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform or website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement and (ii) in such event, upon URN’s request, Licensee shall remove any Licensed Material from such platform or website.

4. Credit and Intellectual Property.
4.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the licence contained in this Agreement. Except as expressly stated in this Agreement, URN grants Licensee no right or license, express or implied, to the Licensed Material. Licensee may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Licensed Material contained in a Licensee Work.
4.2 Trademarks. In connection with the use of “URN images” or any other of URN images or its partners’ trade names, trademarks, logos or service marks, including the names of all Licensed Material collections (“Marks”), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of URN or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of URN images marks.
4.3 Photo Credit. All Licensed Material used in an editorial context, must include the following credit line adjacent to the Licensed Material: “[Photographer’s Name]/URN” or as otherwise shown on the URN website. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the Licence Fee may be payable by Licensee, at URN’s sole discretion. The foregoing fee shall be in addition to any other rights or remedies that URN may have at law or in equity.
4.4 Audio/Visual Production Credit. If Licensed Material 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 licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credit(s), substantially in the following form: “[Video] [Imagery] supplied by URN”.
4.5 Notice of Violations. Licensee will immediately notify URN if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of URN Images’ intellectual property rights, including, but not limited to, Marks and copyrights.

5. Warranty and Limitation of Liability.
5.1 URN warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licensee’s use of the Licensed Material in accordance with this Agreement and in the form delivered by URN (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on (A) any copyright or moral right; all necessary model and/or property releases for use of the Licensed Material authorised under this Agreement have been obtained. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) as a result of Licensee’s use of the Licensed Material. URN does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered designs or works of art or architecture depicted therein. In such cases, Licensee shall be solely responsible for determining whether release(s) is/are required and shall be responsible for obtaining such release(s) or for failure to obtain any necessary release(s).
5.2 URN shall not be liable to licensee or any other person or entity for any punitive, special, indirect or similar damages, costs or losses arising out of this agreement, even if URN had been advised of the possibility of such damages, costs or losses. URN shall not be held liable for any damages, costs, or losses arising or as a result of modifications to the licensed material by the licensee or the context in which licensed material is used in a licensee work.