Editorial Use License Agreement for Royalty-Free Images

This Agreement governs editorial use of any images purchased from KeenImages under the terms of the Editorial Use License. Currently, the only type of license we offer is royalty-free, however usage of images is described as either Commercial or Editorial. This Agreement applies to editorial use only. Images can be used on the editorial basis for multiple projects across a broad range of media over an unlimited period of time, but also require that a buyer agrees to the terms of this License Agreement. Below are just a few examples of image editorial uses for which you will need an image license:

Editorial illustration in printed magazines and newspapers, or other periodicals
Editorial illustration in online news articles, blogs or newsletters

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Terms And Conditions Of Use
Grant Of License
Restrictions
Photo Credits
No Releases
Warranty
General

Terms And Conditions Of Use

This is a legal agreement ("Agreement") between you ("Licensee") and one or more of the following entities: ASE Research Corp. and its website KeenImages (collectively hereinafter referred to as "website", "site" or "we") and website's member whose digital image you are purchasing (collectively hereinafter referred to as "licensor(s)", "copyright holder", "owner" or "website's member"). By downloading any digital images set to be used on the editorial basis from our website, you agree to be bound by the terms of this agreement. If you do not agree, click on your browser's Back button on the website to decline this agreement.

If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer as well as to you as a representative of your employer. Should you cease working for your employer, your employer may continue to operate under this agreement.

Grant Of License

There are low-resolution digital images that are freely displayed on this website in its public sections (the "Low-Resolution Digital Media") and there are high-resolution images (the "High-Resolution Digital Media") that are displayed on (or can downloaded from) this website only after the purchase has been made. Licensor(s) grants to you and your employer, if you are licensing on behalf of your employer, a non-exclusive, non-sublicensable right to use any of these Low-Resolution Digital Media and High-Resolution Digital Media images and any derivatives or copies (collectively, the "Digital Media"), on your personal computer. Licensee may create a digital library, network configuration, or similar arrangement to allow the Digital Media to be viewed by employees, partners and clients of Licensee only. Licensee may not utilize the Digital Media in any manner that is not expressly permitted in this license agreement. One copy of the Digital Media may be made for backup purposes only, but may be used only if the original Digital Media becomes defective, or is destroyed or otherwise irretrievably lost. Except as specifically provided in this license agreement, no Digital Media may be shared or copied.

The Low-Resolution Digital Media may be used in materials for Personal, Non-Commercial, Non-Editorial use and Test or Sample use. The Low-Resolution Digital Media may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including but not limited to, advertising and marketing materials or any online, broadcast or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Low-Resolution Digital Media.

The High-Resolution Digital Media may be used as a part of:

(A) Editorial illustration in printed magazines and newspapers, or other periodicals;
(B) Editorial illustration in online news articles, blogs or newsletters. (C) materials for Personal, Non-Commercial, Non-Editorial use and Test or sample use.

No High-Resolution Digital Media may be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, High-Resolution Digital Media may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users. Similarly, clients may be provided with copies of High-Resolution Digital Media (including digital files) as an integral part of work product, but may not be provided with High-Resolution Digital Media or permitted to use High-Resolution Digital Media separately.

Licensee has the right to have the Digital Media reproduced by subcontractors of Licensee, provided that such subcontractors agree to abide by the restrictions of this Agreement.

Licensee may alter, crop, manipulate and create derivative works of the Digital Media.
Licensee's rights to the Digital Media are worldwide and perpetual.
Licensor reserves all rights not expressly granted to Licensee herein.

Licensee is allowed to include the Digital Media in any electronic template or application, including those which are web-based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to, website designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter.

Restrictions

Images may only be used in an editorial manner, relating to events that are newsworthy or of public interest, and may not be used for any commercial, promotional, advertising or merchandising use.

Images may not be used in any defamatory, libelous or otherwise unlawful manner whether directly or in context or juxtaposition with specific subject matter.

Licensee may not sublicense or, sell any of its rights under this Agreement but Licensee may sell or license derivative works incorporating the Digital Media in accordance with the permitted uses. Licensee may not sell, license or distribute its work in such a way that Licensee's c ustomer can extract or access the Digital Media as a stand-alone file.

Digital Media shall not be incorporated into a logo, trademark or service mark.

Licensee may not post the Digital Media online in a downloadable format.

The Digital Media may not be used in any illegal manner.

Photo Credits

The following photo credit must appear adjacent to the use of Images: "[Contributor's Name]/KeenImages". In the case of omission of the credit, Licensee will be charged an additional one hundred percent (100%) fee paid for each photo.

No Releases

Licensor gives no rights and makes no warranties with regard to the use of names, trademarks, logos, registered, unregistered or copyrighted designs or works of art depicted in any Image. Unless otherwise agreed in writing, no model, property, team logo, trademark or other releases are delivered by Licensor in connection with the delivery of Images hereunder.

Warranty

Licensor(s) or website make no warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Some states do not permit the exclusion of implied warranties, and you may have other rights, which may vary from state to state. Neither we nor licensors shall be liable to you or any other person or entity for any general, special, direct, indirect, consequential, incidental, or other damages arising out of this license or otherwise.

Licensee agrees to indemnify and hold Licensor and website harmless against all claims arising out of any breach of this Agreement.

General

All rights to the Digital Media are owned by Licensor(s), website does not own copyright to the Digital Media and acts as agent or distributor of the Digital Media. Licensor(s) are protected by United States copyright laws, international treaty provisions and other applicable laws. Licensor(s) retain all rights not expressly granted by this agreement. The Digital Media is licensed only to you or your employer if you are licensing on behalf of your employer. However, this license agreement and the license to use the Digital Media may be transferred to another person or legal entity if the following conditions are met: you, or your employer if you are licensing on behalf of your employer, (a) transfer the Digital Media without keeping or storing any copy, (b) do not to utilize the Digital Media in the future in any manner, (c) transfer this physical agreement to the transferee; and (d) the transferee agrees to be bound by the terms hereof. The license contained in this license agreement will terminate automatically without notice from Licensor(s) or this website if you or your employer if you are licensing on behalf of your employer, fail to comply with any provision of this license agreement. Upon termination, you, and your employer if you are licensing on behalf of your employer, must immediately (a) stop using the Digital Media, and (b) delete any Digital Media and all copies of all of them from all magnetic media and destroy all other copies. Use of the Digital Media must be in compliance with all applicable law, including, but not limited to, laws and regulations relating to currency and the law of moral rights.

This contract contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of all parties.