LAST UPDATED: January 2020
This is a licence agreement between you and Nico Morgan Media which explains how you can use photos (individually and collectively, “content”) that you licence. By downloading content from Nico Morgan Media, you accept the terms of this agreement.
Nico Morgan Media offers two types of licence models: royalty-free (“RF”) and rights-managed (“RM”). Royalty-free does not mean there is no cost for the licence. Instead, royalty-free means that the licence fee is paid once and there is no need to pay additional royalties if the content is reused. Royalty-free content is licensed for worldwide, unlimited, perpetual use, and pricing is based on the file size. Rights-managed content is licensed for specific types of use, and pricing is based on factors such as size, placement, duration of use, and geographic distribution.
You may use licensed content in any way consistent with the rights granted below and not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by Nico Morgan Media are:
Perpetual, meaning there is no expiry or end date on your rights to use the content.
Worldwide, meaning content can be used in any geographic territory.
Unlimited, meaning content can be used an unlimited number of times.
Any and all media, meaning content can be used in print, in digital or in any other medium or format.
Non-Exclusive, meaning that you do not have exclusive rights to use the content. Nico Morgan can license the same content to other customers. If you would like exclusive rights to use royalty-free content, please contact us to discuss a buy-out.
Limited to the specific use, medium, period of time, print run, placement, size of content and territory selected, and any other restrictions that accompany the content on the Nico Morgan Media website (or any other method of content delivery) or in an order confirmation or invoice.
Non-Exclusive, meaning that, unless otherwise indicated on the website, your invoice, sales order or separate agreement, you do not have exclusive rights to use the content. We can license the same content to other customers.
For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronise, perform, display, broadcast, publish, or otherwise make use of. Please make sure you read the Restricted Uses section below for exceptions.
The following are prohibited without the prior written consent of Nico Morgan Media and payment of an additional licence fee:
The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else. There are two exceptions:
Please note that sharing and storage restrictions apply for royalty-free content.
Up to 10 individuals (total, not at any given time) may use an item of content, and all individuals must be from the same legal entity, however you may make RF content available for viewing by any of your employees, clients and subcontractors. There are no restrictions on where each individual may store the content. The raw file of content may not be provided to anyone outside of your legal entity other than subcontractors. If you require content to be available to more than 10 users, please contact Nico Morgan Media to purchase rights for additional users. If you are downloading content under a committed solution (i.e., premium access), unless renewed prior to the end of your term, all sharing rights terminate at the end of the term and all content must be removed from your shared server, digital asset management system or other storage system and stored only on individual devices.
No Seat/User Restrictions for UltraPacks. If you purchase an UltraPack, sharing and storage restrictions do not apply and an unlimited number of users within the same legal entity may use licensed content.
User Accounts. You will be responsible for tracking all activity for each user account, and you agree to: (a) maintain the security of all passwords and usernames; (b) notify Nico Morgan Media immediately of any unauthorised use or other breach of security; and (c) accept all responsibility for activity that occurs under each user account. Nico Morgan Media reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Nico Morgan Media determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and seek further legal remedies.
Who owns the content? All the licensed content is owned by either Nico Morgan Media or its content suppliers. All rights not expressly granted in this agreement are reserved by Nico Morgan Media and the content suppliers. You may not assert any right to revenue from a collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the licensed content.
Do I need to include a photo credit? You do not need to include a photo credit for commercial use, but if you are using content for editorial purposes, you must include a credit adjacent to the content or in production credits. The credit should be in the following form or as otherwise stipulated in the caption information accompanying the content on the Nico Morgan Media website: “[Photographer Name]/[Collection Name] via Nico Morgan Media”
Do I need to include a video credit? If licensed content is used in an audio/visual production where credits are accorded to other providers of licensed material, you must include a credit in comparable size and placement. The credit should be in the following form or as otherwise stipulated in the caption information accompanying the content on the Nico Morgan Media website: “[Video] [Imagery] supplied by [Artist Name]/[Collection Name] via Nico Morgan Media”
Can I use the Nico Morgan Media name or logo, or the name and logos of its content suppliers? You may use the name of Nico Morgan Media and/or its content suppliers as necessary to give attribution, but you may not otherwise use their names, logos or trademarks without prior written approval.
Fees and Renewal. Upon expiration of the term, if your subscription is set to AUTOMATICALLY RENEW, you authorise Nico Morgan Media to charge, or you agree to pay, the applicable subscription fees at the then applicable rate and taxes for the subscription according to your payment information on file. You may change your auto-renewal preferences in your Nico Morgan Media account. Your subscription may only be cancelled as set out in Section 8(b). Nico Morgan Media may deactivate your subscription without prior notice if Nico Morgan Media is unable to complete a transaction using the payment information provided by you.
Termination. Nico Morgan Media may terminate this agreement at any time if you breach any of the terms of this or any other agreement with Nico Morgan Media, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Nico Morgan Media in writing that you have complied with these requirements.
Social Media Termination. If you use the content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, the rights granted for such use shall immediately terminate, and in that event, upon Nico Morgan Media’ request, you agree to remove any content from such platform or website.
Refunds/Cancellation. All requests for refunds/cancellations must be made in writing or using the cancellation function on the Nico Morgan Media’ website. Provided that the request is made within 30 days and the licensed content has not been used, Nico Morgan Media may cancel the relevant order and issue a full refund to your account or credit card. No credits or refunds are available for cancellation requests received more than 30 days from your receipt of content, or for research, lab, service or subscription fees, all of which are non-refundable. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.
Content Withdrawal. Nico Morgan Media may discontinue licensing any item of content at any time in its sole discretion. On notice from Nico Morgan Media, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which Nico Morgan Media may be liable, Nico Morgan Media may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. Nico Morgan Media will provide you with replacement content (determined by Nico Morgan Media in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
Representations and Warranties. Nico Morgan Media makes the following representations and warranties:
Warranty of Non-Infringement. For all licensed content (excluding content marked “access only”), Nico Morgan Media warrants that your use of such content in accordance with this agreement and in the form delivered by Nico Morgan Media (that is, excluding any modifications, overlays or refocusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.RF: For licensed royalty-free content (excluding content marked “editorial”), Nico Morgan Media warrants that your use of such content in accordance with this agreement and in the form delivered by Nico Morgan Media (that is, excluding any modifications, overlays or refocusing done by you) will not infringe on any trademark or other intellectual property right, and will not violate any right of privacy or right of publicity.
RM/RR: For licensed rights-managed and rights-ready content where Nico Morgan Media specifically notifies you that a model and/or property release has been obtained, Nico Morgan Media warrants that your use of such content in accordance with this agreement and in the form delivered by Nico Morgan Media (that is, excluding any modifications, overlays or re-focusing done by you) will not, where a property release has been obtained, infringe on any trademark or other intellectual property right and/or will not, where a model release has been obtained, violate any right of privacy or right of publicity.
Warranty Disclaimer. Unless specifically warranted above, Nico Morgan Media does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as “editorial,” and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release. You are also solely responsible for payment of any amounts that may be due under, and in compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.
Caption/Metadata Disclaimer. While Nico Morgan Media has made reasonable efforts to correctly categorise, keyword, caption and title the content, Nico Morgan Media does not warrant the accuracy of such information, or of any metadata provided with the content.
No Other Warranties. Except as provided in this section above, the content is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Nico Morgan Media does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.
Indemnification of Nico Morgan Media by you. You agree to defend, indemnify and hold harmless Nico Morgan Media and its parent, subsidiaries, affiliates and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with Nico Morgan Media; and (iii) your failure to obtain any required release for your use of content.
Indemnification of you by Nico Morgan Media. Provided that you are not in breach of this or any other agreement with Nico Morgan Media, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 9 above, Nico Morgan Media agrees, subject to the terms of this Section 10, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by Nico Morgan Media of its warranties in Section 9 above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from Nico Morgan Media, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.
The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defence of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The 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.
Limitation of Liability. Nico Morgan Media WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF Nico Morgan Media HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.
Assignment. This agreement is personal to you and is not assignable by you without Nico Morgan Media’ prior written consent. Nico Morgan Media 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. Upon reasonable notice, you agree to provide to Nico Morgan Media sample copies of projects or end uses that contain licensed content, including by providing Nico Morgan Media with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, Nico Morgan Media may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to Nico Morgan Media of five per cent (5%) or more of the amount you should have paid, then in addition to paying Nico Morgan Media the amount of the underpayment and any other remedies to which Nico Morgan Media is entitled, you also agree to reimburse Nico Morgan Media for the costs of conducting the audit.
Electronic storage. You agree to retain the copyright symbol, the name of Nico Morgan Media, the content’s identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorised use by third parties. You may make one (1) copy of the content for back-up purposes.
Governing Law/Arbitration. This agreement will be governed by the laws of the State of New York, USA, 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 the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") if you are in North America, or of the International Centre for Dispute Resolution ("ICDR") or JAMS if you are outside of North America (the applicable rules to be at your discretion), in effect on the date of the commencement of arbitration to be held in one of the following jurisdictions (whichever is closest to you): New York, New York; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore. 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 judgement 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 relating to that aspect of its claim or defence on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Nico Morgan Media 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 Nico Morgan Media, such action is necessary or desirable to protect its 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 in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should 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.
Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Nico Morgan Media and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.
Notice. All notices required to be sent to Nico Morgan Media under this agreement should be sent via email to legalnotice@AC.com. All notices to you will be sent via email to the email set out in your account.
Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value-added taxes, withholding taxes and duties imposed by any jurisdiction as a result of the licence granted to you, or of your use of the licensed content.
Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, Nico Morgan Media may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
Licensing Entity. The Nico Morgan Media licensing entity under this agreement is determined based on your billing address in accordance with the chart found here.
