HOTSHOTS
LICENSE AGREEMENT
This is a license agreement between you (You) and Icon Sportswire, Inc. (“Icon Sportswire”) that explains how you can use digitally provided photographs and video clips ("Content") that you license from Icon Sportswire. By downloading Content from the Icon Sportswire website or receiving Content from Icon Sportswire, you accept the terms of this Agreement, the Website term and the licensing plan you select.
Licenses
Icon Sportswire offers the Licensee a Rights Managed worldwide, one-time, non-exclusive, non-sub-licensable, non-transferable, license to reproduce, distribute, publish, transmit and display, in whole or in part, the Content, (collectively “use”) in any and all media for editorial purposes other than those uses prohibited by the restrictions below. Additional restrictions may apply to certain Content as identified on the website. Editorial purposes means the descriptive use of Content to illustrate topics that are newsworthy, educational, cultural, or in the public interest and may not be used for commercial, promotional, advertising, or merchandising use.
You may license the Content on a per Content basis (a la carte) by purchasing packs of credits which only permits web use of Content or subscribing to a monthly subscription plan that allows you to access higher resolution images for additional print uses. Information on credit packs are here and information about monthly subscription plans are here. Credit packs are non-refundable and You are charged a per image credit for each download. The pricing and amount of Content available under the credit packs and the subscription pricing is subject to change. Companies that desire to have multiple users access the Content may contact us for an Enterprise Subscription license at sales@iconsportswire.com.
You may license Content 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;( ii) You will ensue that the Client is informed of the terms of this Agreement, including any Restrictions, 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.
Restrictions
No Standalone File Use. You may not: (i) make the Content available (separate from its incorporation in any work) in any medium accessible by persons other than authorized Users; or (ii) make the Content available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Content as a standalone file.
No Commercial Use of Content: Content may not be used for any commercial, promotional, endorsement, or advertisements..
Web Use Only License. Content licensed for web use only may not be used for any print or other non-web-based publication.
No Modification of Content. Content may not be cropped, altered, modified or combined with other Content or any elements without Icon Sportswire´s express consent. Minor color correction or sizing for placement or platform requirements may be permitted provided the changes do not alter the integrity of the Image.
No Unlawful Use. You may not use the content 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 and/or industry codes.
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 Content, nor may it make the Content available in the form of fine art prints.
No Trademark Use: Content shall not be incorporated into a logo, corporate ID, trademark or service mark.
No Electronic Template Use or On Demand Product Use. You may not, (i) include the Content in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (ii) use or display the Content 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 Content 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.
NFTs. You may not use any items of content in connection with an immutable digital asset intended for sale (such as a non-fungible token).
No Machine Learning, AI, or Biometric Technology Use. You may not use content (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. 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.
Others Who May Access and Use the Content
You may permit subcontractors to use Content licensed to you for preparation of the final work product that incorporates the Content, provided that such subcontractors agree to abide by the provisions of this Agreement.
Credit and Intellectual Property
Copyright. No ownership or copyright in any Content shall pass to You the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Icon Sportswire grants You no right or license, express or implied, to the Content. You may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Content contained in a work incorporating the Content.
Trademarks. In connection with the use of "Icon Sportswire" or any other its partners' trade names, trademarks, logos or service marks, including the names of all Content collections and sports leagues ("Marks"), You acknowledges and agrees that (i) such Marks are and shall remain the sole property of Icon Sportswire, its partner or any sports leagues; (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 Icon Sportswire's Marks.
Photo Credit. All Content used in an editorial context, must include the following credit line adjacent to the Content: "[Photographer's Name]/Icon Sportswire" or as otherwise shown on the Icon Sportswire website. If You omit the credit, an additional fee in an amount up to one hundred percent (100%) of the License Fee may be payable by You, at Icon Sportswire's sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Icon Sportswire may have at law or in equity.
Audio/Visual Production Credit. If Content 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 Content, 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]/Icon Sportswire".
Notice of Violations. You will immediately notify Icon Sportswire if you become aware or suspect that any third party that has gained access to the Content through You is wrongfully using the Content, in whole or in part, or is violating any of Icon Sportswire's intellectual property rights, including, but not limited to, Marks and copyrights.
Invoicing; Subscription Payment and Interest on Overdue Invoices
No licenses are granted until full payment of Icon Sportswire' invoice is received. Unless credit terms have specifically been agreed to directly between Icon Sportswire and You, payment of Icon Sportswire's invoices must be received prior to the publication or other use of any Content. You agree to pay Icon Sportswire a service charge of 1.5% per month on any unpaid balance after the first use of the Content. Any disputes concerning the invoice must be submitted in writing, 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 Icon Sportswire to collect past due amounts.
Subscriptions are billed to you either monthly or annually, depending on the subscription plan you pick, on the date of purchase and subsequently on a renewal date until canceled. “Renewal Date” means the calendar day of the month as noted on the subscription order. A subscription will be automatically renewed for consecutive subscription terms unless canceled at least 48 hours before the Renewal Date in order to avoid being charged for the next subscription period. If you cancel your subscription after the applicable Renewal Date, it will not take effect until the end of the following subscription period. All fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are your sole responsibility.
Term
The term of your subscription will continue according to the subscription plan purchased so long as your fees are paid on time. The license contained in this Agreement will terminate automatically without notice from Icon Sportswire if you fail to comply with any provision of this Agreement. Upon written notice of such termination from Icon Sportswire (email to suffice), you must immediately (i) stop using the Content, (ii) delete or remove the Content from your premises, computer systems, back-ups, and storage (electronic or physical). If your Enterprise subscription expires you shall have no further right or authorization to download and use any previously downloaded Content from the Platform.
Revocation
Icon Sportswire reserves the right to revoke the license to use any Content for good cause and may elect to replace such Content with alternate Content. Upon notice of any revocation of a license for any Content, you shall immediately cease using such Content, shall take all reasonable steps to discontinue use of the revoked Content in digital products and shall inform all end-users and Clients of the revocation. The replacement Content is subject to the terms and conditions of this Agreement.
If you use Content on a social media platform or other third-party website, the rights granted under this Agreement shall automatically be revoked in the event that the platform or website seeks to use the Content contrary to the terms of this Agreement, and Icon Sportswire's request, You agree to remove any Content from such platform or website.
Comp Use
You are permitted to use Content solely for your internal evaluation for a period of up to 30 days after download (“Review Period”) to determine whether you intend to obtain a license for the Content. No representations or warranties are granted for comp use. You may not copy, distribute, publish, display or otherwise use (”use”) in any way the Content after the Review Period without obtaining an appropriate license for that Content. After the Review Period, if you have not obtained an applicable license, you must delete and/or destroy all digital files and copies of the Comps you downloaded from your systems.
Warranty and Limitation of Liability
Icon Sportswire warrants that: (i) the Content 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 Content; (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Your use of the Content in accordance with this Agreement and in the form delivered by Icon Sportswire will not infringe on (A) any copyright or moral right.
Model and Property Releases
Unless specifically noted, no model or property releases have been obtained. Icon Sportswire grants no rights and makes no warranties regarding the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs, or architecture depicted in any Content. 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.
Caption/Metadata Disclaimer
While Icon Sportswire has made reasonable efforts to correctly categorize, keyword, caption and title the content, Icon Sportswire does not warrant the accuracy of such information, or of any metadata provided with the content.
CONTENT AND DIGITAL FILES ARE PROVIDED "AS IS." ICON SPORTSWIRE MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDED BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF IMAGE, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM OR SOFTWARE PROGRAM. ICON SPORTSWIRE MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. THE USE OF THIS WEBSITE IS AT YOUR OWN RISK.
ICON SPORTSWIRE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE CONTENT, OR OTHERWISE, EVEN IF ICON SPORTSWIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. ICON SPORTSWIRE'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO TEN THOUSAND DOLLARS, WHICHEVER IS GREATER. ICON SPORTSWIRE SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH CONTENT IS USED BY YOU.
Indemnification
Your Indemnity. You shall defend, indemnify, and hold harmless Icon Sportswire 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 Content 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 the Content.
Your Indemnity. Provided the Content is only used in accordance with this Agreement and You not otherwise in breach of this Agreement and as Your sole and exclusive remedy for any breach of the representations and warranties Icon Sportswire 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 Icon Sportswire of its warranties. Icon Sportswire shall have no obligation for any Claims that arise out of or are a result of: (i) Your modification, or re-focusing of the Content, where the Claim would not have arisen but for the modification, or re-focusing made by You; (ii) the context in which Content is used by You; where the Claim would not have arisen but for such context; (iii) Your failure to comply with the terms of this Agreement; or (iv) Your continued use of Content following notice from Icon Sportswire, or upon Your knowledge, that Content is subject to a claim of infringement of another's right. The maximum total amount of indemnity shall be $10,000. The foregoing states Icon Sportswire's entire indemnification obligation under this Agreement.
The party seeking indemnification shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. 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.
Miscellaneous Terms
Assignment. This agreement is personal to you and is not assignable by you without Icon Sportswire's prior written consent. Icon Sportswire 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.
Audit/Certificate of Compliance. Upon reasonable notice, You shall provide sample copies of uses containing Content to Icon Sportswire, including by providing Icon Sportswire with free of charge access to any pay-walled or otherwise restricted access website or platform where the Content is reproduced or displayed. In addition, upon reasonable notice, Icon Sportswire 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 Content in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by You to Icon Sportswire of five percent (5%) or more of the amount You should have paid for the time period that is the subject of the audit, in addition to paying Icon Sportswire the amount of such underpayment, You shall also reimburse Icon Sportswire for the costs of conducting such audit.
Electronic Storage. For all Content that is delivered to You in electronic form, You must retain the copyright symbol, the name of Icon Sportswire, the Content's identification number and any other information as may be embedded in the electronic file containing the original Content. You shall maintain a robust firewall to safeguard against unauthorized third-party access to the Content.
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 Icon Sportswire.
Choice of Law/Attorney's fees. This Agreement will be governed in all respects by the laws of the State of California, without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under i) if you are in North America: the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS"); or ii) if you are outside of North America: the International Centre for Dispute Resolution ("ICDR") or JAMS (the applicable rules to be at your discretion), in effect on the date of the commencement of arbitration to be held in Los Angeles, California. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs including attorney fees relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Icon Sportswire shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Icon Sportswire, such action is necessary or desirable to protect Icon Sportswire’s intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
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.
Waiver. 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.
Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of You (if any).
Entire Agreement. This Agreement is intended for customers of Icon Sportswire and along with the Website Terms, Privacy Policy, and any subscription plan you select, contain all the terms of the license agreement between you and Icon Sportswire. 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. 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.