Definitions:

Licensee - You, purchaser or any subcontractors
Licensed material - Any image or footage provided to licensee by IHSF
Invoice - IHSF invoice sent to licensee for IHSF licensed material

Rights-Managed Material:

Subject to this agreement, IHSF grants licensee a limited, non-exclusive, non-transferable right to use and reproduce the rights-managed licensed material for the period of one year or as defined in the invoice. Subcontractors of licensee (including purchaser) may use licensed material in preparation of the licensee's final product, provided that they agree to abide by the terms of this agreement. Licensed material may only be used once in the specific application for which a license has been granted. Licensee may not publish, display, distribute or otherwise use licensed material after the specified term. All footage material is subject to the same terms specified in Rights-Managed Material.

Editorial Licensed Material:

Subject to this agreement, IHSF grants licensee a limited, non-exclusive, non-transferable right to use and reproduce the editorial licensed material for the period of one year or as defined in the invoice. Subcontractors of licensee (including purchaser) may use licensed material in preparation of the licensee's final product, provided that they agree to abide by the terms of this agreement. Licensed material may only be used once in the specific application for which a license has been granted. Editorial licensed material may not be used for any commercial, promotional, advertising or merchandising use, but must relate to events that are newsworthy or of public interest. Licensee may not publish, display, distribute or otherwise use licensed material after the specified term.

Usage terms:

Use of the licensed material is strictly limited to the use, medium, time period, placement, print run and size of licensed material.

Rights-Managed and Royalty-Free Licensed material may be cropped, provided that the integrity of the licensed material is not compromised, but shall not otherwise be rotated, altered, changed or tampered with, without IHSF's express written permission.

Editorial licensed material has special ethical considerations and licensee is solely responsible for any claims arising from licensee's modifications of licensed material and licensee shall indemnify and hold IHSF harmless. Therefore, licensee under no circumstances may alter the licensed material in any way (except for minor cropping for space limitations and reasonable color correction).

Where purchaser is licensing licensed material on behalf of a licensee, purchaser hereby represents that they are authorized to act as an agent on behalf of licensee and that they have the authority to bind licensee to this agreement; and if licensee disagrees with purchaser's authority to act on behalf of licensee, purchaser shall be liable for any failure of licensee to comply with the terms of this agreement. Nothing shall serve to excuse purchaser's obligation to make payment to IHSF for the licensed material.

Copyrights and releases:

All licensed material must include the following credit line adjacent to the licensed material: [ "Photographer's Name]/[Collection]/IHSF" or as specified in license. Footage licensed material must include a screen credit of: ["Footage supplied by Collection]/IHSF". Licensee agrees to pay double the license fee amount if proper credit and copyright notice is omitted.

If licensed material has a model and/or property release, IHSF will notify licensee of such release. If there is no release, no notification will be provided to licensee. Licensee must decide whether a release is necessary for licensed material and licensee shall be responsible for acquiring such release. If licensee uses licensed material which has no release, licensee assumes any and all responsibility for use of licensed material and licensee shall be responsible for acquiring all necessary releases and clearances, prior to use of licensed material. IHSF makes no warranty as to whether licensed material will be sufficient for the licensee's intended use.

IHSF retains all right, title, interest in and copyright ownership of the licensed material and IHSF grants licensee no right or license, express or implied, to the licensed material except the limited licenses specified in this agreement. Licensee may not sell, give, loan, rent or sublicense licensed material to anyone else.

Any unauthorized use of licensed material is a breach of the terms of this agreement and constitutes copyright infringement. Under copyright laws around the world, IHSF shall exercise all legal rights and remedies available to it. Any damages resulting from said copyright infringement, including any claims by a third party, are the responsibility of the licensee. In addition, beyond the license fee, IHSF reserves the right to charge a fee of up to four times the regular license fee and licensee agrees to pay this fee for the unauthorized use of the licensed material.

All content in licensed material may be subject to copyrights or other rights belonging to other parties. Licensee is solely responsible for obtaining the necessary clearances and releases that may be required. If licensee has questions regarding any additional rights or moral issues regarding use of licensed material, licensee is responsible for obtaining competent legal counsel.

Licensee shall, upon reasonable notice, provide, free of charge, samples of any use of licensed material to IHSF. Also, upon reasonable notice, IHSF may audit licensee's records directly related to the use of licensed material in order to verify compliance with the terms of this agreement.

Cancellation and termination:

After expiration date of licensed material, licensee, purchaser and any other subcontractors shall remove/delete licensed material from all computers and any other storage devices.

If licensed material becomes threatened by any claim of infringement, or any other claim for which IHSF may be liable, or if IHSF withdraws any licensed material for any good reason, licensee must remove the licensed material from its computers and any other storage devices and cease to use licensed material at its own expense. IHSF shall provide licensee with comparable licensed material (determined by IHSF) free of charge, but still subject to the terms and conditions of this agreement.

If it becomes necessary to cancel this agreement, licensee or purchaser must request the cancellation in writing within ten (10) days of the date of the receipt of the licensed material. Licensed material must not have been used by licensee. Upon cancellation, IHSF may issue a credit in the amount of up to one hundred percent of the license fee, less IHSF's transaction fee, fifty dollars ($50.00), per licensed material. If the cancellation notice is received after the ten (10) day time frame but less than thirty (30) days, IHSF may issue a credit in the amount of up to fifty percent of the license fee, less the IHSF transaction fee. No credit shall be issued after thirty days (30). Credit for licensed material from IHSF's footage collections shall only be fifty percent of the license fee, after deduction of the transaction fee. Licensee shall also pay any other fees (administration, lab, research, handling and shipping fees).

Unauthorized uses:

Licensed material shall not be incorporated into a logo, trademark or any type of service mark. Licensed material may not be used to violate any person's right of privacy or infringe upon the copyrights of any person or entity. Pornographic, defamatory or otherwise unlawful use of licensed material is strictly prohibited. Unauthorized use of licensed material constitutes copyright infringement and IHSF reserves the right to exercise all rights and remedies under copyright and other laws, including monetary compensation against all users and beneficiaries of the licensed material. Licensee shall be invoiced and shall agree to pay IHSF for such unauthorized use of licensed material in the amount of ten times the license fee, in addition to any other damages or fees as provided by law.

Warranty:

IHSF warrants that the digital copy of licensed material will be free from defects in material and workmanship, but not visual artifacts inherent in the original licensed material, for thirty (30) days following delivery. Most of our images are historical and old and although the image may appear in the low resolution image depicted in the IHSF website as having no defects, film grain, other artifacts and irregularities may be evident in higher resolution scans. If the image you choose contains such artifacts, we can "clean-up" the image for a fee. Licensee should still examine licensed material for possible defects before using, and if a defect should be found, licensee must notify IHSF within the thirty-day time period, and a comparable replacement of the licensed material (determined by IHSF) shall be issued. If a model and/or property release has been obtained by IHSF, IHSF will also warrant that licensee's use of the licensed material, used in its original form and as instructed in this agreement, will not impinge on any copyrights or moral rights of any third party. Licensee's only remedy for a breach of this warranty is the replacement of the licensed material. Efforts have been made to correctly caption the subject matter of the licensed material; however, IHSF does not warrant that the information is accurate. IHSF shall not be liable for any loss or damage suffered by licensee or any other party, because of any alleged or actual defect in any licensed material.

IHSF makes no warranties, nor is it liable for any claims arising from licensee's use of licensed material which has been modified by licensee or if licensee continues to use licensed material which licensee was notified by IHSF to cease from using. IHSF makes no other warranty, express or implied, regarding the merchantability or fitness of licensed material for any specific end product or purpose.

Indemnification:

If licensed material is used only as instructed in this agreement and no breach of this agreement has occured, IHSF shall indemnify, defend and hold harmless licensee from all damages (except punitive damages not directly associated with acts of IHSF) alleging that IHSF is in breach of its warranties, providing IHSF is notified within ten (10) days of licensee's receipt of any claim. This is IHSF's entire indemnification obligation under this agreement.

Licensee shall agree to indemnify, defend and hold harmless against any and all claims, IHSF and its material sources, officers, directors, employees, contractors, volunteers, licensors and licensees against all claims, including claims by third parties, damages (including punitive), liability, judgments, costs and expenses, including legal fees and expenses, because of or related to licensee's breach of any conditions, terms or restrictions of this agreement including specific requirements associated with the IHSF invoice; licensee's use or modification of any licensed material or combination of any licensed material with any text or other material; licensee's failure to acquire any required release or permissions from third parties that are necessary to use the licensed material; notification by IHSF, that you are not to use licensed material; and any act or failure to act by licensee or any of licensee's agents, employees, contractors, clients or users. This obligation to indemnify and defend IHSF will survive the cancellation, expiration or termination of this agreement by either party for any reason.

Legal:

Any disputes regarding this agreement shall be settled by binding arbitration and shall be governed by the laws of the State of New Mexico. Parties agree to accept the exclusive jurisdiction of the state and federal courts located in Las Cruces, New Mexico, regardless of conflicts of laws principles. If any provision in this agreement is found to be invalid or unenforceable, the remainder of the agreement shall not be affected. If any discrepancy is found between the terms of the invoice and the terms of this agreement, this agreement shall govern.

This agreement is subject to change and therefore should be reviewed immediately prior to licensing material.