Terms & Conditions

The Terms & Conditions were last updated on November 21, 2017.

CONTENTS

1. Preamble

2. Definitions

3. Use of the Website

4. Use of an Application

5. Copyright

6. Rights-Managed – RM Licensing

7. Royalty-Free – Premium RF & Budget RF Licensing

8. Budget RF Subscription Licensing

9. Licensing Terms & Conditions Common to Rights-Managed, Premium RF and Budget RF Images

10. Cancellation Policy

11. International Users

12. Disclaimers

13. Warranties and Indemnification

14. General

1. Preamble

The www.masterfile.com website (the “Website”) is a searchable collection of images provided by Masterfile Corporation (“Masterfile”) to commercial users of stock images subject to the payment of Licensing fees.

The following terms and conditions (the “Terms & Conditions”) govern your use of the Website and form a legal agreement (the “Agreement”) between Masterfile and you, your company, your employer, your client and the End User of any Image, as the case may be, (collectively referred to herein as “you”). You are required to read this Agreement and accept all of its provisions by clicking on the “I have read and agree…” box in order to register and before you may download any Image from the Website. By registering on the Website, you confirm that you have read all of the Terms & Conditions and that you will abide by and be bound by this Agreement.

Masterfile reserves the right to change the Terms & Conditions at any time without notice. It is your responsibility to review the Terms & Conditions regularly. Your continued access or use of the Website and/or the Images that appear on the Website after such changes indicates your acceptance of the Terms & Conditions as modified.

If you do not wish to be bound by this Agreement, kindly do not use the Website.

If you use this Website without registering, then you will have no rights whatsoever to do anything but you are welcome to look at the Images and read the information on the Website.

The Terms & Conditions also govern your use of any mobile device application provided by Masterfile (an “Application”).

2. Definitions Used Throughout This Agreement

2.1. “Business Day” means any consecutive 24 hour period excluding 12:00 a.m. to 11:59 p.m. on any Saturday, Sunday or statutory holiday in Canada or the U.S.A.

2.2. “End User” means the ultimate beneficiary of a License – e.g. if an ad agency acquires a License to use an Image in an advertisement for an airline, the airline is the end user of the Image, not the ad agency.

2.3. “Image” means any photograph, illustration, digital art or other form of image on the Website. The definition of Image is deemed to include Rights-Managed and Royalty-Free Images as further defined below.

2.3.1. “RF Image” or “Royalty-Free Image” means an Image that is available for Royalty-Free Licensing as further defined in Section 7.

2.3.1.1. “Budget RF Image” means an RF Image that is included in the Budget RF Collection on the Website.

2.3.1.2. “Premium RF Image” means an RF Image that is included in the Premium RF Collection on the Website.

2.3.1.3. “SUB Image” means a Budget RF Image that is available through Masterfile’s Budget RF Subscription service as further defined in Section 8.

2.3.2. “RM Image” or “Rights-Managed Image” means an Image that is available for Rights-Managed Licensing as further defined in Section 6.

2.4. “License” means a written document, whether delivered in electronic or printed format, issued by Masterfile granting you the right to reproduce an Image under the terms of this Agreement and subject to any specific terms and conditions detailed in such document. A License may be issued by Masterfile in response to a request from you for permission to use an Image, subject to availability of that Image as determined by Masterfile and subject to your payment of the License fee. Such request may be conveyed to Masterfile via the Website, via e-mail, orally via telephone, or other means of communication. The definition of License is deemed to include a Budget RF License, a Premium RF License and an RM License as each term is defined below. This definition is further deemed to include the verb and/or gerund describing the act of licensing in this context.

2.4.1. “Licensed Work” means any medium, including (without limitation) any printed material, electronic media, website and/or derivative work incorporating any Image for which you have been granted a License by Masterfile under the terms of this Agreement.

2.4.2. “Budget RF License” means a License to reproduce a Budget RF Image as further defined in Sections 7 and 9.

2.4.3. “Premium RF License” means a License to reproduce a Premium RF Image as further defined in Sections 7 and 9.

2.4.4. “RM License” means a License to reproduce an RM Image as further defined in Sections 6 and 9.

2.4.5. “Unauthorized Use” means any reproduction of an Image that has not been Licensed by Masterfile for such use or for which a License has been issued but has not been paid to Masterfile.

3. Use Of The Website

3.1. The Website is owned and operated by Masterfile. The materials used and displayed on the Website, including, but not limited to the Images, text, software, photographs, graphics, illustrations, artwork, names, logos and trademarks (collectively, the “Content”) is the property of Masterfile, its contributing artists and/or its licensors and is protected by copyright, trademark and other laws. The Content may not be copied or retransmitted in any form without the express written permission of Masterfile or subject to the terms of a License.

3.2. The Website is expressly created for the benefit of the clients and contributing artists of Masterfile to enable the clients to find and License Images and to enable the artists to earn income from the licensing of their Images.

3.3. Using the Website or the Content other than for its intended purposes is prohibited.

3.4. Without limiting the generality of the foregoing, you are prohibited from

3.4.1. using any data mining, robots or similar data and/or image gathering and/or extraction methods in connection with the Website or the Content;

3.4.2. reverse engineering the Website or any or the Content;

3.4.3. manipulating or otherwise displaying the Website or the Content by using framing or similar navigational technology;

3.4.4. removing any watermarks contained in the Content unless you have registered on the Website in order to access unwatermarked Images; and/or

3.4.5. removing any copyright notices contained in the Content except in the context of reproduction of an Image in a form of Licensed Work that does not require inclusion of a credit line.

4. Use Of Any Application

4.1. The following terms apply to your use of any Application:

4.1.1. Subject to your compliance with the Terms & Conditions, Masterfile grants you a non-exclusive and non-transferrable license for you, as a single user, to install and use an executable form of any Application on a single device owned by you, solely for your use.

4.1.2. In using any Application, you are prohibited from

4.1.2.1. transferring, sublicensing, leasing, lending, renting, selling or otherwise distributing any Application to any third party; and

4.1.2.2. making the functionality of any Application available to any other user through any means, including without limitation uploading an Application to a network or file-sharing service.

4.1.3. You are responsible for any data or mobile telecommunications charges incurred by you as a result of your use of any Application.

5. Copyright In Images

5.1. Copyright. All Images are the exclusive property and copyright of Masterfile and/or its licensors. The Images are protected by national copyright laws, international treaty provisions and other applicable laws.

5.2. What you CAN do with Images. If you have registered on the Website, then Masterfile grants you a nontransferable, nonexclusive 30-day license to use Images as provided on the Website solely for layout, comping or internal presentations, without charge, provided you will purchase a License from Masterfile to reproduce those Images if the comp, layout or presentation is approved.

5.3. What you CANNOT do with Images. Except as noted in Section 5.2 above, the Images may not be copied or reproduced in any manner whatsoever without the prior written consent of Masterfile as evidenced by a License, and subject to the payment of that License. All rights are reserved by Masterfile and its licensors.

5.4. Unauthorized Use of Images. Unless you have received and paid for a License from Masterfile:

5.4.1. It is illegal to copy or use any portion of any Image whether (without limitation) by photographic means, scanning, digital copying, saving it to any computer, posting it to any Website, or as reference for another image.

5.4.2. It is illegal to incorporate all or part of any Image into another image. Changing an Image does not give you any right to use the changed Image. The original Image, however modified or distorted, is still protected by copyright.

5.5. Liability for Unauthorized Use of Images. Masterfile, its Agents (as defined in Section 11) and its contributing artists and licensors earn their living by licensing and controlling all rights to the Images. You agree that any Unauthorized Use of any Image by you is an infringement of copyright and that you will be responsible for any fees, damages and/or compensation arising from such unauthorized use.

5.6. Copyright infringement. Masterfile will be entitled to, and you will pay, a compensatory fee equal to the greater of U.S. $1,500 or 3 times the usual License Fee for each Unauthorized Use by you of any Image in addition to any other rights or remedies available to Masterfile under law (without you thereby acquiring any rights to the infringed Image).

6. Rights-Managed – RM Licensing

6.1. (RM) Rights Clearance. It is possible that an RM Image you have chosen – or a substantially similar RM Image – may be subject to a conflicting prior RM License that could prevent Masterfile from issuing an RM License to you. To ensure that the required rights may be available to you, contact Masterfile to clear the rights through our Global Rights Protection System.

6.2. (RM) Price Calculator. The Price Calculator is provided to you for convenience of reference only.

6.2.1. Non-exclusive rights. Prices quoted in the Price Calculator are strictly in respect of non-exclusive rights to use the respective RM Image.

6.2.2. Prices may be changed by Masterfile without notice. However, Masterfile will honor any lower price properly obtained through the Price Calculator within 30 days. Masterfile will not be required to honor any price that varies by more than 20% from its then current rates, if the price quoted was due to a programming or data entry error.

6.3. (RM) Download or delivery of high-resolution RM Images. By concluding a request to License and download an RM Image, whether on-line or assisted by Masterfile personnel, you will be permitted to download, or Masterfile will deliver to you, one high-resolution digital copy of the RM Image in multiple resolutions (the “Licensed RM Image”) for commercial reproduction.

6.4. (RM) Verification of rights by Masterfile. Masterfile will verify the information you have provided for the RM License within one (1) Business Day and will either deliver an RM License to you or notify you of any rights conflict or discrepancy in the information provided by you. Your right to use and reproduce the Licensed RM Image will at all times be subject to and governed by the specific terms of License described by Masterfile in the RM License, in addition to the Terms & Conditions herein.

6.5. (RM) Full disclosure. You warrant that you have supplied true and accurate information to Masterfile to fully describe the manner in which the Licensed RM Image will be used, including the correct name and type of business of the End User of the Licensed RM Image.

6.6. (RM) Scope of rights. Only the rights described in the specific terms of RM License will be granted. No secondary advertising, publishing, online or other rights whatsoever will be granted or implied unless specifically stated in the RM License.

6.7. (RM) Non-exclusive rights. Reproduction rights in RM Images are non-exclusive unless otherwise stated in writing by Masterfile in the RM License.

6.8. (RM) Request for Exclusivity. Exclusive rights may only be granted by Masterfile subject to the availability of such rights and subject to additional fees as determined by Masterfile. Exclusive rights cannot be obtained through the Website. You must contact Masterfile directly to inquire about exclusivity. No exclusivity will be granted or implied unless it is stated in writing by Masterfile in the specific terms of the RM License. If Masterfile grants exclusive rights in an RM License, it will take reasonable precautions to avoid Licensing the Licensed RM Image to others in a manner which, in its opinion, conflicts with the specific terms of the RM License.

6.9. (RM) Masterfile’s Right to Rescind.

6.9.1. Masterfile reserves the right to rescind the RM License for any or all of the following reasons:

6.9.1.1. if any of the information provided by you is deemed by Masterfile to be incorrect and you do not provide corrected information to Masterfile’s satisfaction within one (1) Business Day of notice having been issued to you by Masterfile;

6.9.1.2. if the proposed use of any RM Image by you is deemed by Masterfile:

6.9.1.2.1. to conflict with exclusive rights granted to another client in the same or a similar RM Image;

6.9.1.2.2. to conflict with any limitations that were communicated to you by Masterfile in the ordering process;

6.9.1.2.3. to breach any of the Terms and Conditions herein; or

6.9.1.2.4. if you become bankrupt, insolvent or otherwise cease to carry on business.

6.9.2. In all such instances, Masterfile will attempt to notify you within one (1) Business Day by e-mail, and/or fax, and/or telephone of its intention to rescind the RM License. If you provide Masterfile with revised information satisfactory to Masterfile within one (1) Business Day following the notice in Section 6.9.1.1 (the “Revised Information”), and:

6.9.2.1. if the Revised Information results in a decrease in the amount of the RM License Fee, Masterfile will promptly process the appropriate credit or refund and issue a new RM License and will cancel the original RM License;

6.9.2.2. if the Revised Information results in an increase in the amount of the RM License Fee, and you agree to pay such increase, Masterfile will promptly issue a new RM License and will cancel the original RM License; or

6.9.2.3. if the Revised Information results in an increase in the amount of the RM License Fee, and you do NOT agree to pay such increase, Masterfile will immediately rescind the RM License.

6.9.3. Once an RM License is rescinded, you and any End User must cease using the RM Image immediately.

6.9.3.1. Masterfile’s right to rescind the RM License in all circumstances is and will be uncontestable and irrevocable.

6.9.3.2. Masterfile’s liability to you in any such instance will be solely limited to the amount of the RM License, either in the form of a credit (if the RM License is unpaid) or a refund (if the RM License is paid).

6.9.3.3. Nothing herein will prevent Masterfile from rescinding an RM License if Masterfile is unable to contact you, or if you do not respond to a communication from Masterfile.

6.10. (RM) Disposal of the RM Image upon expiration of RM License. Upon expiry of the RM License, all reproducible copies of the RM Image in the control of you, your employees, agents, representatives, suppliers and/or any End User must immediately be erased or destroyed to prevent unauthorized use of the RM Image.

6.11. Additional Terms & Conditions of Licensing that are common to all Images appear in Section 9 below

7. Royalty-Free – Premium RF & Budget RF Licensing

7.1. The terms of Premium RF Licensing and Budget RF Licensing are identical, except as noted in Section 7.9.

7.2. (Premium RF) Download or delivery of high-resolution Premium RF Images. By concluding a request to License and download a Premium RF Image, including prepayment by credit card, you will be permitted to download, or Masterfile will deliver to you, one (1) digital copy of the Premium RF Image (the “Licensed RF Image”) in a fee-specific file size for commercial reproduction.

7.3. (All RF) Grant of License. Upon receipt of full payment from you, Masterfile will grant you a perpetual non-exclusive, non-transferable, worldwide License to use and modify the Licensed RF Image, subject to the restrictions contained in this Agreement and any additional restrictions that may be specified in the RF License.

7.4. (Premium RF) "Free Image of the Week". If you download any Premium RF “Free Image of the Week” which is featured as such on the Website, any use of such Image will be governed by the terms of this Agreement with respect to Premium RF Images and Masterfile is deemed to have received full payment from you for such license.

7.5. (All RF) Permitted uses. Subject to the restrictions listed in Sections 7.6 and 7.9 and any additional restrictions that may otherwise be specified in the RF License, you may use the Licensed RF Image in any print, online, film, video, broadcast or multi-media product for promotional, advertising, editorial or consumer merchandise use for any End User pursuant to this Agreement, provided such products are not intended to allow the re-distribution or re-use of the RF Image.

7.6. (All RF) Uses that are not permitted:

7.6.1. You may not rent, transfer or grant any rights to the Licensed RF Image to any person or organization without the prior written consent of Masterfile including, without limitation, for any compilation, derivative or collective work containing such Licensed RF Image.

7.6.2. Unless you purchase a separate seat license from Masterfile, you may not make the Licensed RF Image available for use:

7.6.2.1. in the case of Premium RF Images, to more than ten (10) of your employees or other persons authorized to carry out work on your behalf (and in any event, only for your sole benefit); or

7.6.2.2. in the case of Budget RF Images, to one (1) person, subject to Section 7.9.3 below.

You may purchase a seat license by contacting Masterfile with the details of your request.

7.6.3. You may not sell, license or distribute your final product in such a way that permits other persons to extract or access the Licensed RF Image as a stand-alone file.

7.6.4. You may not incorporate the Licensed RF Image into a trademark or service mark.

7.6.5. You may not use the Licensed RF Image in any electronic template or application, including those that are Internet-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 without obtaining a License from Masterfile for such purpose.

7.7. (All RF) Termination of License. The RF License is in force until it is terminated by Masterfile. If you do not comply with the terms and conditions of the RF License, then the RF License will automatically terminate and you and any End User must cease using the respective RF Image(s) immediately.

7.8. (All RF) Revocation of RF License. Masterfile reserves the right to revoke the License to use any RF Image in its sole reasonable discretion and to elect to replace such RF Image with an alternative RF Image. Upon notice of any revocation of a License for any RF Image, you will cease using such RF Image immediately and will take all reasonable steps to discontinue the use of such RF Image in products that already exist and will inform all End Users accordingly.

7.9. (Budget RF) Terms specific to Budget RF Images. In consideration of the lower licensing fees charged for Budget RF Images (identified throughout the Website as “Budget Royalty-Free” or “Budget RF” and by image code prefix “400”), the following restrictions apply to the licensing of Budget RF Images:

7.9.1. Unless you acquire an extended license, you may not use any Budget RF Image in any printed product that will, in aggregate, exceed 500,000 copies.

7.9.2. Unless you acquire an extended license, you may not use any Budget RF Image in any printed consumer merchandise for wholesale or retail distribution (except for editorial products such as books, magazines or newspapers all of which are permitted).

7.9.3. Notwithstanding Section 7.6.2 regarding permitted seats for other RF Images, unless you acquire a seat license, you may not store any Budget RF Image on more than one computer or make it accessible to any other person across a network or permit or enable any other person to copy, store or use the Budget RF Image in any way except as may reasonably be required pursuant to Section 9.13 re permitted sharing.

In all other respects, the terms and conditions relating to RF Images apply to Budget RF Images.

7.10. (Budget RF) "Free Image of the Week". If you download any Budget RF “Free Image of the Week” which is featured as such on the Website, any use of such Image will be governed by the terms of this Agreement with respect to Budget RF Images and Masterfile is deemed to have received full payment from you for such license.

7.11. Additional Terms & Conditions of Licensing that are common to all Images appear in Section 9 below.

8. Budget RF Subscription Licensing

8.1. (SUB) SUB Images. All Budget RF Images on the Website are included in the Budget RF Subscription collection and are designated in this context as SUB Images. Except for their availability in the Budget RF Subscription collection, and as further explained in this Section 8, SUB Images are subject to all the Terms & Conditions that apply to Budget RF Images and RF Licensing, including Section 7.9.

8.2. (SUB) Budget RF Subscription rights allow you to download and use up to nine (9) or twenty (20) SUB Images per day, or fifty (50) per month, (depending on the subscription plan) from the Budget RF Subscription collection. SUB Images are subject to all the Terms & Conditions regarding Budget RF Images, including Section 7.9, except that your right to use SUB Images in new projects is restricted to the duration of your Budget RF Subscription. For the avoidance of doubt, a SUB Image can be used in a project or medium that has an unlimited duration provided that such usage begins while your Budget RF Subscription is active.

8.3. (SUB) Restrictions:

8.3.1. Download Limits. You are not permitted to download more than nine (9) or twenty (20) SUB Images per day, or fifty (50) per month, (depending on the subscription plan) during the term of your Budget RF Subscription. Masterfile may monitor the quantity of SUB Images which you download and may immediately terminate your access to SUB Images if you breach any of the terms of this Agreement.

8.3.2. Seat Restrictions. Your Budget RF Subscription may not be used by more than one (1) person unless additional subscription Licenses are purchased from Masterfile for each additional person, before such additional use begins. For the avoidance of doubt, and without limiting the generality of the foregoing, you may not share an Budget RF Subscription by providing access to it on any shared drive, computer network, or intranet.

8.3.3. You may not share your username or password with any other person.

8.3.4. You may not stockpile, download, or otherwise store SUB Images for future use. SUB Images that are not used during the term of your Budget RF Subscription must be removed from your computer unless you renew the Budget RF Subscription prior to its expiry.

8.4. Additional Terms & Conditions of Licensing that are common to all Images appear in Section 9 below.

9. Licensing Terms & Conditions Common to Rights-Managed, Premium RF and Budget RF Images.

9.1. (All) No Rights Granted until Payment Received. Although Masterfile may allow you to download an Image, no rights will be granted to you until you have paid Masterfile’s License. Any use of any Image without payment of a License will be deemed an unauthorized use, pursuant to Section 5.

9.2. (All) Payment terms. Payment of Licenses is due upon receipt. If Masterfile has extended credit terms to you, then you will pay interest of 2% per month on any amounts unpaid after thirty (30) days from the date of License.

9.3. (All) Taxes. All License fees are exclusive of any applicable transactional taxes, which are your sole responsibility.

9.4. (All) Copyright. The Licensed Image is and will remain the exclusive property and copyright of Masterfile and/or the respective artist or licensor. Masterfile’s copyright notice and image identification codes which appear in the Licensed Image file must remain with your digital copy of the Licensed Image at all times.

9.5. (All) Verification of information. You are responsible for the verification of all information (including Image codes) appearing in any License.

9.6. (All) Third Party Releases

9.6.1. Model Releases:

9.6.1.1. An Image depicting any recognizable person is deemed to have a model release only if the existence of such release is specified as “Model Release: Yes” in the caption information adjacent to the preview (enlargement) of the respective Image on the Website and on any License issued to you. Please note that in some situations (e.g. busy street scenes, etc.), a model release may exist for the person(s) who is/are the main subject(s) of the Image but not for other people who may be incidental. As a general rule, if a person in an Image is not recognizable (e.g. due to blurring, the scale of the person within the Image, silhouetted figure, etc.) then a release may not be necessary for your intended use. You are also directed to Section 9.7 below for terms related to context of use.

9.6.1.2. If the caption information adjacent to the preview (enlargement) of the respective Image on the Website, or on any License issued to you, reads “Model Release: No”, then no model release exists for the Image. Please note that, to ensure completeness of information, “Model Release: No” will appear even if no person is depicted in the Image. In these cases, obviously, no model release is required. However if an Image does include a person or persons and Masterfile states “Model Release: No”, then it is your responsibility to determine if a model release is required (or is advisable) for the use you have intended. As a general rule, if a person in an Image is not recognizable (e.g. due to blurring, the scale of the person within the Image, silhouetted figure, etc.) then a release may not be necessary for your intended use. Likewise, a release may not be required in some editorial contexts. However, it is recommended that you seek legal advice whenever using Images with people without a model release. You are also directed to Section 9.7 below for terms related to context of use.

9.6.2. Property Releases:

9.6.2.1. An Image is deemed to have a property release only if the existence of such release is specified as “Property Release: Yes” in the caption information adjacent to the preview (enlargement) of the respective Image on the Website and on any License issued to you. Please note that in some situations, a property release may exist for some property depicted in the Image (e.g. a property release from the owner of the house depicted in an Image) and not other property in the same Image (e.g. the manufacturer of the car parked in front of the house depicted in an Image). Please see Section 9.6.3 below for more information. You are also directed to Section 9.7 below for terms related to context of use.

9.6.2.2. If the caption information adjacent to the preview (enlargement) of the respective Image on the Website, or on any License issued to you, reads “Property Release: No”, then no property release exists for the Image. Please note that, to ensure completeness of information, “Property Release: No” will appear even if no tangible property is depicted in the Image. In these cases, no property release is required. However, if an Image does include a recognizable property, monument, architectural landmark, etc. and Masterfile states “Property Release: No”, then it is your responsibility to determine if a release is required (or is advisable) for the use you have intended. It is recommended that you seek legal advice whenever using Images with property without a property release. You are also directed to Section 9.7 below for terms related to context of use.

9.6.3. Other Releases:

9.6.3.1. Masterfile generally does not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Images. The procuring of such releases is your responsibility but Masterfile will co-operate with you in seeking such releases (for RM Images only). For assistance in seeking such releases or clearances, contact your Masterfile representative or e-mail clearances@masterfile.com.

9.6.3.2. Masterfile generally does not have releases from manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some Images. It is generally not possible for any stock image library or artist to get blanket releases for such products, but they can often be obtained on a case-by-case basis. The procuring of such releases is your responsibility but Masterfile will co-operate with you in seeking such releases (for RM Images only) wherever practicable. For assistance in seeking such releases or clearances, contact your Masterfile representative or e-mail clearances@masterfile.com.

9.6.4. If you have any questions or concerns about the release status of an Image please contact Masterfile or e-mail clearances@masterfile.com.

9.7. (All) Context of use.

9.7.1. You are responsible for all text used and claims made in connection with your use of any Image.

9.7.2. No defamatory use. You will not use or permit the use of any Image in a defamatory, libelous, pornographic or unlawful context or contrary to ethical business practices;

9.7.3. Sensitive issues. If any Image depicting a person is to be used in a sensitive context (including, without limitation, context relating to sexual conduct, criminal activity, substance abuse, mental condition, religious, political or racial bias), then the existence of a model release may not be sufficient to protect you from action by the person depicted in the Image (the Model). If you intend to use an Image in a context that could be considered sensitive:

9.7.3.1. RM Images. You will notify Masterfile in writing and Masterfile (in its sole discretion) may determine to contact the Model and request a sensitive issues model release on your behalf;

9.7.3.1.1. you understand that such release could require you to pay an additional fee (which would require your prior approval); and

9.7.3.1.2. if Masterfile is unable to contact the Model, or if the Model refuses to execute a sensitive issues model release, or if you do not agree to the fee required for such release, or if Masterfile (in its sole discretion) declines to license the Image for your purpose, then you will not use the RM Image and no license will be granted by Masterfile.

9.7.3.2. All RF Images. Masterfile is NOT able to obtain sensitive issues model releases for RF Images due to the broad scope of RF Licenses. However, you are still required to abide by the relevant provisions of this Section 9.7.3 if Licensing RF Images;

9.7.3.3. All Images. Notwithstanding the provisions of this Section 9.7.3, and in addition to the foregoing, if an Image featuring a Model is to be used in a context that may be controversial or embarrassing to that Model, you must print a statement adjacent to the reproduction indicating that the person is a model and is used for illustrative purposes only.

9.8. (All) Credit Lines. If the Licensed Image is to be used in an editorial context or for certain other media, such as calendars, where the publishing of credit lines is the norm, then Masterfile will require a credit line be given in the form:

© (Artist’s Name) / Masterfile

as a condition of the License. Failure to include such credit line will result in a surcharge of 100% of the License fee.

9.9. (All) High-Resolution Comping Images. You may be granted permission by Masterfile to download a high-resolution copy of any Image (an “HRC Image”), without charge, for inclusion in comps and layouts for purposes of evaluation only. Masterfile will only grant such permission on the express understanding that the sole purpose of providing such HRC Images to you is to facilitate your (and, if applicable, your client’s) ability to determine if the respective Image will satisfy your technical requirements when reproduced in a Licensed Work. An HRC Image may not be reproduced or published in any other manner whatsoever.

9.9.1. You may retain an HRC Image on your personal computer or workstation for not more than thirty (30) days, then you must delete it permanently.

9.9.2. For the avoidance of doubt, an HRC Image may not be used as a reference or derivative work for the purpose of executing a photo shoot or illustration unless you acquire an RM License and/or a Premium RF License for the respective Image from Masterfile for such reference or derivative works.

9.10. (All) Electronic Storage. You will retain the copyright notice, the name of Masterfile and the respective artist (where applicable), the respective RM, Premium RF or Budget RF Image code and any other information or metadata that is embedded in the electronic file that comprises any Image which you have downloaded from the Website or otherwise received from Masterfile.

9.11. (All) Images Depicting Financial Currency

9.11.1. Numerous government regulations and legal issues surround the reproduction of photos and illustrations of financial currency (Currency Images). The regulations vary from country to country.

9.11.2. Masterfile accepts no liability for consequences arising from your reproduction of Currency Images. It is your responsibility to seek independent legal counsel before reproducing or publishing Currency Images.

9.12. (All) Additional Usage Restrictions. Without limiting Masterfile’s right to define the specific terms under which any Image may be used pursuant to a License, and unless such rights are specifically granted to you by Masterfile in a License, you may not:

9.12.1. post any Image on any electronic bulletin board, put it on-line in a downloadable or FTP format, or use it in a website at a resolution higher than 72 ppi;

9.12.2. use any Image in any template of any nature, including (without limitation) templates for creating websites;

9.12.3. distribute any Image as a downloadable product to other persons for any mobile or handheld device;

9.12.4. use any Image in connection with any service designed to sell or induce sales of “print on demand” products;

9.12.5. use any Image in any trademark or service mark; or

9.12.6. use any Image to compete with Masterfile in the business of licensing Images to other persons.

9.13. (All) Permission for your subcontractors. Any Licensed Image may be reproduced by your subcontractors for preparation of your Licensed Work, provided that such subcontractors agree to abide by this Agreement.

10. Cancellation Policy

10.1. RM License Cancellation: If a Licensed RM Image is not reproduced by you in any way for any reason and you wish to cancel the transaction, you are required to send Masterfile a written request for cancellation of the RM License within thirty (30) days of the date of the RM License, and a full credit or refund will be given. Your written request must be sent by e-mail to refunds@masterfile.com. There will be no credit or refund given after thirty (30) days.

10.2. Premium RF License Cancellation: The Premium RF License fee is non-cancellable. However, you may be entitled to a credit or refund if your request for a credit or refund is due to a technical problem with a Premium RF Image or an error by Masterfile. In such event, your written request must be sent by e-mail to refunds@masterfile.com.

10.3. Budget RF License Cancellation: The Budget RF License fee is non-cancellable. However, you may be entitled to a credit or refund if your request for a credit or refund is due to a technical problem with an Budget RF Image or an error by Masterfile. In such event, your written request must be sent by e-mail to refunds@masterfile.com.

10.4. Budget RF Subscription Cancellation:

10.4.1. A Monthly Budget RF Subscription may be cancelled within three (3) Business Days following the commencement date of the Budget RF Subscription provided you have not downloaded any SUB Images. Your written request for cancellation must be sent by e-mail to refunds@masterfile.com.

10.4.2. A 3-month or a 12-Month Budget RF Subscription may be cancelled in part within thirty (30) days following commencement of such Budget RF Subscription. The credit or refund applicable to such cancellation will be reduced by the applicable fee for a Monthly Budget RF Subscription. The remainder of the fee will be credited or refunded to you by Masterfile. There will be no credit or refund given after thirty (30) days from the commencement of the 3-month or 12-month Budget RF Subscription. Your written request for cancellation must be sent by e-mail to refunds@masterfile.com.

10.5. Cancellation due to License Rescission. Masterfile will provide you with a credit or refund if cancellation is the result of the rescission of a License by Masterfile pursuant to Sections 6.9.2.1 or 6.9.3.2.

10.6. Terms of Credit or Refund. Any permitted credit or refund will be processed by Masterfile within three (3) Business Days following receipt of your request. If your original payment was made by credit card, you must provide the “confirmation / transaction number” that was included in your confirming e-mail from Masterfile and the refund will be processed to your credit card account within three (3) Business Days.

11. International Users (outside Canada & USA)

11.1. Please note that not all products and services described herein are available in all countries.

11.2. In countries outside Canada and the U.S.A., Masterfile is represented by international licensees and/or affiliates (the “Agents”). The Agents are authorized and required to act on Masterfile’s behalf in all matters relating to rights control and clearances, delivery of Images, licensing, collection of payments, remittance of royalties to Masterfile, service to clients and the protection and enforcement of copyright in the Images within their respective territories.

11.3. Only the Agents listed on this website are entitled to act on behalf of Masterfile in your country. You are requested to immediately notify Masterfile if you are contacted by any other person or entity purporting to be an agent of Masterfile.

List of authorized Masterfile Agents

12. Disclaimers

12.1. Disclaimer. Use of the Website and the Images is at your sole risk. Except as otherwise stated in this Agreement, the Website and the Images are provided on an “as is”, “as available” basis without representations, warranties or conditions of any kind, either express or implied, including but not limited to representations, warranties or conditions of title or implied warranties or conditions of merchantability or fitness for a particular purpose or compatibility with any computer hardware or other equipment, operating system or software program. Masterfile makes no representation or warranties that the use of the Website will be uninterrupted or error-free.

12.2. Linked Websites. Links to other websites are provided for your convenience of reference only and does not necessarily constitute an endorsement by Masterfile. Masterfile makes no representation or warranty with respect to the content, practices or reliability of any linked website.

12.3. Limitations of Liability. Except for Masterfile’s indemnity to you provided in Section 13.2, to the maximum extent permitted by law, in no event will Masterfile be liable for any indirect, punitive, exemplary, statutory, incidental, special or consequential damages, whether foreseeable or unforeseeable, based on claims (including, but not limited to, claims for damages for loss of profits or loss of business opportunities, delay or inability to use the Images or the Website, mistakes, omissions, interruptions, deletion or corruption of files, errors, defects, delays in preparations or transmissions) arising out of or in any way connected with the use of the Website or any Image whether based on contract, tort, strict liability or otherwise. Masterfile’s liability in any circumstances except for the indemnification provided in Section 13.2 will be limited to the amount paid for the respective RM License and/or RF License.

13. Warranties And Indemnification

13.1. Masterfile’s warranty to you.

13.1.1. Masterfile has all necessary rights and permissions from any artist, copyright holder or licensor of any Image to enter into this Agreement;

13.1.2. your use of any Image in accordance with this Agreement will not infringe on any copyright or moral right of any person;

13.1.3. if a Model Release is provided by Masterfile for any Image pursuant to Section 9.6.1, your use of such Image in accordance with this Agreement will not infringe on any privacy or publicity right of the illustrated Model(s); and

13.1.4. if a Property Release is provided by Masterfile for any Image pursuant to Section 9.6.2, your use of such Image in accordance with this Agreement will not infringe on any property right with respect to the illustrated property.

13.2. Indemnification by Masterfile. Subject to Section 12, provided a Licensed Work is used in strict accordance with this Agreement and you are not in breach of this Agreement, Masterfile will defend and indemnify you from any damages, liabilities and expenses (including reasonable outside legal fees) incurred by you in connection with any actual lawsuit or legal proceeding alleging that Masterfile is in breach of any of the warranties provided in Section 13.1.

13.3. Indemnification by you. You will indemnify and hold harmless Masterfile, its licensors, and Agents and its and their respective directors, officers, agents and employees from any and all claims, liabilities, damages, demands, losses or expenses arising out of or in connection with: your use of the Website and/or any Image; the context of your use of any Image in a Licensed Work; your breach of the this Agreement; your breach of any License; your infringement of any third party intellectual property rights; or any act or omission by you which results in: (a) loss, damage, interference with or disruption to, the Website; (b) use of the Website for any illegal purpose; or (c) use of the Website to achieve any unauthorized or prohibited access to computer systems and data.

13.4. Indemnification procedure. The party seeking indemnification (the “Indemnified”) will promptly notify the other party (the “Indemnifier”) in writing of any claim that is eligible for indemnification. The Indemnifier, at its sole option, may assume the handling, settlement or defense of any claim, and the Indemnified will cooperate in the defense of any such claim if requested by the Indemnifier. The Indemnified will have the right to participate in such claim, at its expense, using the counsel of its choice. The Indemnifier will not be liable for legal fees and other costs incurred prior to the Indemnified giving notice of the respective claim. Masterfile will not be liable for any losses arising from your failure to withdraw any Image from a Licensed Work if so required by Masterfile in order to mitigate any potential damages.

13.5. Your personal liability. You represent and warrant to Masterfile that you have attained the age of majority in your jurisdiction and have the full right and authority to enter into this Agreement. If you are entering into this Agreement on behalf of your employer, client, End User or any other person, you warrant and represent to Masterfile that you have the authority to do so. If you do not have such authority, you will be personally liable to Masterfile for any breach of this Agreement.

14. General

14.1. Governing Law. Except for International situations referred to in Section 11 above:

14.1.1. this Agreement and any dispute arising from or in relation to this Agreement will be governed by, construed, interpreted and enforced in accordance with the laws of the Province of Ontario and the applicable laws of Canada (excluding the application of its conflicts of law rules), and the parties submit to the non-exclusive jurisdiction of the Superior Court of Justice in the Province of Ontario or the Federal Court of Canada, both located in Toronto, Ontario, Canada, for the purpose of all legal actions arising out of or relating to this Agreement; except

14.1.2. in the case of copyright infringements that occur in the United States, this Agreement will be governed by, construed, interpreted and enforced in accordance with U.S. federal law (excluding the application of its conflicts of law rules), and the parties unconditionally agree that any action relating to copyright infringement in the United States will be filed in the applicable U.S. Federal District Court.

14.1.3. For greater certainty, the United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

14.1.4. If a License is issued by an Agent, pursuant to Section 11, and not by Masterfile Corporation, then that License is deemed to be made in and is governed by the laws of the country of the respective Agent.

14.2. If any provision of this Agreement violates the law of the applicable jurisdiction and is unenforceable, that provision will be severed and the balance of this Agreement will remain in force.

14.3. Privacy Policy. Masterfile recognizes the importance of your right to privacy and the sensitivity of personal information. Our Privacy Policy, which is incorporated into this Agreement, outlines the personal information we collect, how we manage your personal information and how we safeguard your privacy.

14.4. Trademarks.

Masterfile”, “Endless Media” and “SimSearch” are registered trademarks of Masterfile Corporation. These trademarks may not be used in any manner whatsoever without the express written consent of Masterfile Corporation.

Global Rights Protection System” is a trademark of Masterfile Corporation. This trademark may not be used in any manner whatsoever without the express written consent of Masterfile Corporation.

All other trade names, trademarks, registered trademarks, product names and company names or logos mentioned or displayed on the Website or in any Image are the property of their respective owners. They may not be used in any manner whatsoever without the express written consent of the respective owners.

14.5. The headings and hyperlinks provided in this Agreement have been inserted for convenience of reference only and do not affect the Terms & Conditions in any way.

14.6. Entire Agreement. This Agreement (including the applicable terms of the RM License and/or Premium RF License and/or Budget RF License, which are incorporated into this Agreement) constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous communications, written or oral. There are no warranties, conditions or representations and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement. Any terms, conditions, representations or warranties included in any correspondence, communication, requisition or purchase order from you or any other party that conflict with this Agreement are not applicable to the subject matter of this Agreement. Any attempt to modify or deviate from this Agreement will nullify any other rights granted or representations made by Masterfile. This Agreement may only be modified in writing by an officer of Masterfile.

14.7. Contact Information. Any questions about Masterfile or this Agreement should be directed to:

General Information

Masterfile Corporation
3 Concorde Gate, 4th Floor
Toronto, Ontario
Canada M3C 3N7

Telephone: +1 416 929 3000

E-mail: info@masterfile.com

© 2017 Masterfile Corporation. All rights reserved.