This is a legal agreement (the “Agreement”) between you or your company, firm or other organization and its parents, subsidiaries, successors, assigns, and all employees and agents ("you") and Pixmama.
Please read this agreement carefully before you download or use any content. By confirming the purchase of the Content(s) or downloading the Content(s) you have selected from this website you agree to be bound by the terms of this Agreement and the Content(s) usage restrictions contained herein.
Means any digitized deck including but not limited to photograph, footage, vector, illustration or other image, video, audio, template, theme supplied via the Pixmama Website to the Buyer to fulfil their purchase.
Means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice. The terms contained in the Invoice replace those in this Agreement to the extent of any inconsistency.
means the Copyright Owner or if Registration has been completed on the Copyright Owner’s behalf by an authorized company or licensee that entity. For the avoidance of doubt, if Registration is completed by an authorized employee on behalf of a company then that company is the Contributor. The term Contributor also includes the Contributor’s executors, administrators, heirs and assigns or successors in business.
Means a product of Sigma Solutions powered by Robi Axiata Limited
Means the non-exclusive (unless otherwise stated in the Invoice) non-sublicensable right Pixmama grants to you to use the Content(s).
Means any sum or sums payable to Pixmama by you in respect of the License.
Means the computer-generated or pre-printed invoice or license document provided by Pixmama that may include, without limitation, details of the Content(s) selected, any limitations on the License in addition to those specified herein, the key terms of the License and the corresponding price for the License. The terms contained in the invoice or license document shall be incorporated into this Agreement and all references to the Agreement shall include those terms.
Means all property, intellectual, industrial design and moral rights of every kind and nature, including all applications thereof, including but not limited to copyrights, trademarks, service marks, trade names, trade dress, symbols, logos and designs, and trade secret rights and registrations, initial applications, renewal extensions, continuations, divisions or reissues thereof.
Includes any form of copying or publication of the whole or part of any Content(s) whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist’s illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Content(s) (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting Image or clip may not appear to a reasonable person to be derived from the original Content(s).
Means Image information supplied to Pixmama by the Contributor by any means, including but not limited to captions, keywords, descriptions, date taken, location and Pseudonyms.
Means the special content(s) dependent upon social value including but not limited to community impact, global value, rareness.
means the use of an Image sourced from Pixmama or its System and used without permission. Permission must be in the form of a valid license or other permissible agreement."Custom Pricing" means pricing agreements entered into with Customers where Contents are specially licensed for a set of amounts, copyright, social value including but not limited to impact, global value, rareness. These license prices may vary from those of the Pixmama license calculator.
means the person who is represented as owning the copyright of any content.
means the percentage of the License Fees that Pixmama takes.
means the name under which Content(s) gets sold.
The parties to this contract are Pixmama and you.
3.1 For all Licenses
3.1.1 Altering, cropping and manipulating Content(s)
188.8.131.52 Contents when used in a news context sourced from the Pixmama general collection may be cropped or otherwise edited for technical quality adjustment, provided that the editorial integrity of the content is not compromised and the truth of the content is maintained, but shall not, under any circumstances, otherwise be altered.
184.108.40.206 Contents of artwork may be cropped or otherwise edited for technical quality, provided that the original context and setting is not altered.
220.127.116.11 For all other scenarios you may alter, crop, manipulate and create derivative works from the Content(s), so long as you ensure any Pixmama source credit is not removed from any place where it is embedded in the Content(s).
3.1.2 You must not incorporate Content(s) (or any part of them) into a logo, trademark or service mark.
3.1.3 Content(s) must not be used as references for creating drawings or other visual works unless specifically authorized in the Invoice.
3.1.4 Pixmama does not warrant the accuracy of the captioning, keywording or any other information associated with the Content(s). In particular you acknowledge that captions, keywording and other information associated with the Content(s) may have been translated from the original language into another language using an automated machine translation process that Pixmama has had no input into or control over and that accordingly Pixmama disclaims any liability for inaccurate, misleading, defamatory, insulting, offensive, infringing or unlawful content created as a result of or arising out of such translation process.
3.1.5 You acknowledge that the Content(s) licensed to you may be original Content(s) that have had certain pre-formatting changes carried out by Pixmama, as may be specified on the applicable Invoice. You are solely responsible for ensuring that the Content(s) so altered are suitable and appropriate for your intended use. You agree that any altered Content(s) that give an untrue representation of reality should not be used for news or current events reporting. You accept that pre-formatting changes carried out to original Content(s) by the Contributor may not be specified on the Invoice.
3.1.6 You must not use the Content(s) in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third-party Intellectual Property or privacy rights, whether directly or in context or by juxtaposition with other materials.
3.1.7 You must abide by any direction or instruction on use notified to you by Pixmama before, after or at the time of delivery of the Content(s), either in the information accompanying the Content(s) , the Invoice or otherwise.
3.1.8 Pixmama, after reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Content(s) to ensure that the Content(s) are being used in accordance with this Agreement.
3.1.9 You may store the Content(s) in a digital library, network configuration or similar arrangement to allow them to be viewed within your organization and by your clients but you must retain any Pixmama source credit, any copyright notices, the Content(s) identification numbers and any other information as may be invisibly embedded or visibility provided within the electronic files containingthe original Content(s) . When your License period as set out in the Invoice ends, you must delete it promptly form everywhere including but not limited to your computer or other electronic storage system. Any subsequent reuses of the Content(s) must be agreed with Pixmama in advance of re- licensing to ensure the Content(s) is available to use under the rights you require.
3.1.10 The Content(s) must not be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, the Content(s) may be used as an integral part of a web page design, but must not be made available for downloading separately or in a format designed or intended for permanent storage or reuse by website users. Similarly, your customers may be provided with copies of the Content(s) as an integral part of work product, but must not be provided or permitted to use the Content(s) separately.
3.1.11 Pixmama grants to you a non-exclusive (unless otherwise stated on Invoice), non-sublicensable and non-assignable right to Reproduce the Content(s) solely on a worldwide and perpetual basis in the manner and for the purposes set out in the Invoice. When exercising this right, you must ensure any Pixmama source credit or other third-party credit or notice, including Intellectual Property rights, is not removed from any place where it is placed on or embedded in the Content(s).
3.1.12 Use of the Content(s) is strictly limited to the use, period of time and any other restrictions specified in the Invoice. You may utilize the Content(s) in any production process that may be necessary for the intended use specified in the Invoice.
3.1.13 The Content(s) may be shared by creating an image library, network configuration or other similar arrangement so long as only individuals employed by the same entity have access to the Content(s).
3.1.14 If you are an intermediary (for example an advertising agency, media house) you may sublicense a Content(s) as part of a derivative work (for example an advertisement) to your client. You must assign the rights to your client, by entering their name in the transfer license field on the Invoice. If you assign the rights under this Agreement to your client you will rescind your rights to use the Content(s) in any other client's work and it's your responsibility to ensure the client understands and abides by all the Terms.
3.1.15 The Content(s) as stored and shared by you must retain any Pixmama source credit, the Content(s) identification numbers and any other third-party credit or notice, including Intellectual Property rights,or other information as may be invisibly embedded or visibility provided within the electronic files containing the original Content(s).
3.1.16 The Content(s) may not be distributed by a mobile phone device in a way that would allow any third party to download, extract or access the Content(s) as a standalone file.
4.1 No ownership or copyright, if applicable, in any Content(s) shall pass to you by the issue of the License. You acknowledge that, with the exception of certain Content(s) that may be in the public domain (for which you are obtaining access rights), all right, title and interest in and to the Content(s) , including, without limitation, any applicable Intellectual Property rights therein remain with the Contributors, and nothing contained herein shall be construed to convey any rights or proprietary interest in the Content(s) other than the specific rights granted in Section 3 herein.
4.2 For full copyright purchase of any content(s), the price given on the website will not be applicable. Pixmama will take the responsibility to negotiate the deal as a media between the two parties (The Contributor and the Buyer) and will come at a point where both parties agree to a reasonable price to buy and sell provided that Pixmama will receive the same percentage of commission like any regular sale.
4.3 Unless otherwise agreed in writing, if any Content(s) is reproduced by you for editorial purposes (i.e. for any non-promotional purpose) you must include the credit line "(Photographer’s or Agency’s name)/Pixmama Stock Photo", or any other credit line specified by Pixmama. If a credit line is omitted then an additional fee equal to one hundred percent (100%) of the original amount Invoiced attributable to the Content(s) in question shall be payable by you.
4.4 Pixmama’s source credit and Content(s) identification reference which appear in the Content(s) file must remain with your digital copy of the Content(s) at all times. You will retain any Pixmama source credit, the name of any artist if applicable, the respective Content(s) reference and any other information or metadata (“content information”) that is embedded in or provided with the electronic file that comprises any Content(s) which you have downloaded from the Website or otherwise received from Pixmama. Failure to maintain theintegrity of the content information referred to in this Clause 4.4 will constitute a breach of this Agreement.
4.5 In connection with the use of "Pixmama" trade names, trademarks, logos or service marks, you acknowledge and agree that (i) such marks are and shall remain the sole property of Pixmama or its partners; (ii) nothing shall confer upon you any right of use in or to the marks; and (iii) you sahall not now or in the future contest the validity of the marks.
4.6 You will immediately notify Pixmama if you become aware or suspect that any third party has gained access to the Content(s) through you, is wrongfully using the Content(s), in whole or in part, or is violating any of Pixmama’s or any third-party Intellectual Property rights, including, but not limited to, trademarks and copyrights, as applicable.
5.1 Pixmama makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither Pixmama nor its Contributors shall be liable to you or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other Claims (whether caused by the negligence of Pixmama, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if Pixmama has been advised of the possibility of such damages, costs or losses.
5.2 Notwithstanding any other provisions of this Agreement with Pixmama you acknowledge that Pixmama does not and cannot review all Contents uploaded and is not responsible for the Contents. Contributor is held responsible for the contents uploaded for sale. Where Pixmama makes available Contents, this should be considered only as a courtesy or a service. The Pixmama website may contain archival or other collections that include Content(s) that are not protected by copyright, in the public domain or for which copyright ownership is unknown and that in respect of such Content(s) :
5.2.1 Pixmama or its Contributors do not purport to have any Intellectual Property rights in such Content(s) and are solely providing you with access to that copy based on your compliance with the terms of this Agreement; and
5.2.2 Other copies of such Content(s) may be available elsewhere for free.
5.2.3 If any claim is made for a copyright ownership for copyright free content(s), or for any content(s) the person must show necessary proof to Pixmama and to the buyer (if applicable) to prove his claim. Until and unless the individual proves his/her claim he/she will not be given credit for the content(s).
5.2.4 If any alleged breaches happen from any side (both the Contributor and the Buyer) Pixmama may immediately terminate all Agreement and further may take action against the breach (but shall not be obliged to). In some instances, Pixmama may also arrange a triparty discussion between Pixmama, contributor and the buyer to resolve any issue or dispute (if possible).
Any Reproduction by you or on your behalf after the licensed period without reporting of use as soon as practicable and payment not being received by Pixmama constitutes a breach of this Agreement which entitles Pixmama immediately to terminate this Agreement and further may, in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
7.1 Pixmama gives no representations or warranties whatsoever as to the existence of any releases associated with the Content(s).
7.2 Pixmama gives no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Content(s).
You agree to indemnify and hold Pixmama and its Contributors harmless against any claims included but not limited to damages, losses, expenses or costs, including legal costs, arising in any mannerwhatsoever from your unauthorized use of any Content(s) or of the depiction of any person or thing contained in any Content(s) supplied to you by Pixmama, or any other breach by you of any of your obligations under this Agreement.
Once you buy the content(s) you will be given a duration of 5 years of usage. You agree to notify Pixmama in the event that if you desire to expand the usage for the Content(s), then you must pay additional License Fee. Use of a Content(s) in a manner not specifically authorized under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
Except as required by law both parties shall procure that all confidential information disclosed by one party to the other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party's knowledge, possession or control shall not be used for any purposes other than those required or permitted by this Agreement and shall remain confidential and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Agreement and then only under appropriate confidentiality provisions approved by the other party. For the purposes of this agreement confidential information shall include without limitation that relating to the business of a party, its business systems, pricing, trade secrets, business processes and client and supplier lists. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of either party.
Pixmama shall not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Content(s) including but not limited to its caption or in any way from its Reproduction.
Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. You are advised to maintain a copy of your account status and details of Content(s) purchased.
14.1 The License will terminate immediately if you (a) enter into voluntary or compulsory liquidation, (b) fail to perform any of your obligations under the Agreement of our giving you notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content(s) may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
14.2 The License is conditional on you not being aware of or having received, prior to licensing any Content(s), any correspondence, representations, complaints or Claims from Pixmama or third parties (collectively ‘Claims’) alleging that the Content(s) in question is in breach of copyright or other third-party Intellectual Property rights or is in some other way unauthorized. Any such Claims existing at the time the Content(s) is purported to be Licensed will render any License granted void from the beginning. Any use of in-copyright Content(s) in a manner not expressly authorized by this Agreement may constitute copyright infringement, entitling Pixmama to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, without prejudice to Pixmama's other remedies under this Agreement, Pixmama reserves the right to charge and you agree to pay a fee equal to up to five (5) times Pixmama's standard License fee for the unauthorized use of the Content(s).
14.3 In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement shall prevail.
14.4 Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.14.5 This agreement, its validity and effect, shall be interpreted under and governed by the laws of Bangladesh and be subject to the exclusive jurisdiction of the Bangladeshi courts. If Pixmama is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Pixmama in respect of all reasonable legal fees and costs incurred by Pixmama in relation thereto. The terms of clause 5.2 shall not preclude any liability or claim for death or bodily injury or any claim arising from willful default or gross negligence on the part of Pixmama or any of its employees, agents or otherwise. Each provision of clause 5.2 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.