THESE WEBSITE TERMS govern your general use of and access to the public-facing portions of the Internet website http://www.splashnews.com (the "Site"). These Terms are to be considered "Service-Specific Terms" pursuant to Splash's "Universal Terms", which are hereby incorporated by reference (copy available at: http://www.splashnews.com/terms). Unless otherwise specified, all capitalized words shall retain any special meanings and definitions used in the Universal Terms or any applicable Service-Specific Terms.
In consideration of the foregoing recitals and the mutual covenants, promises and agreements set forth herein, you and Splash agree as follows:
These Terms are effective upon posting. By using the Splash services covered by these Terms and thereby agreeing to these Terms, you agree that this version of these Terms applies to all media submitted under these Terms and any media previously submitted to Splash, whether pursuant to previous versions of these Terms or other agreements between you and Splash. If you do not consent to any of these things, you may not use the Site.
2. USE OF SITE
Subject to the additional restrictions found in the Universal Terms, Splash gives you a limited, non-exclusive, revocable, worldwide license to load a transitory copy of the HTML code, scripts, video and images displayed on or accessible via the Site into an Internet browser, but only for basic viewing and navigation purposes. However, you may never, absent express written consent from Splash do any of the following:
-Download or save any local copies of the Site, or any Works or other materials displayed on or accessible via the Site, except that you may preserve one (1) copy of each item to be used solely for backup purposes; -Procure, access or use any Services or materials provided by or belonging to Splash, including without limitation the Site and any Works found thereon or accessible thereby, via automated extraction methods or tools such as "robots", "screenscrapers", "spiders" and data mining tools without consent (e.g. designation in a "robots.txt" file). -Manipulate, retransmit or display the Site or its contents using framing, inline or deep linking, embedding or any similar technology; -Interfere with or impede the operation of the Site or any Service or system offered on or accessible via the Site; -Exploit or make use of the Site or its contents for any improper purposes, as determined by Splash in its sole discretion.
3. LINKS TO THIRD PARTY WEBSITES
The Site may, under certain circumstances, provide links to other websites or other online destinations. Any inclusion of these links is done solely for your convenience and does not mean that Splash monitors, controls, sponsors or endorses any of the sites they point to. Splash is in no way liable, directly or indirectly, for any damage or loss caused or alleged to be caused by your use of or reliance upon any information, content, goods, products or services available on or via third-party sites or linked online resources. Splash is also not responsible for their availability or ease of access.
Splash is committed to protecting your privacy. Please refer to the Universal Terms to learn about the practices Splash follows with respect to personally-identifiable information you provide while visiting the Site.
5. COPYRIGHT/INTELLECTUAL PROPERTY
Nothing herein is intended to convey any right, title or interest in the Site or any Works or other materials displayed on or accessible via the Site. Splash expressly reserves complete title and full copyright and other intellectual property interests for all such items. If you are a rights-holder and wish to submit a claim for infringement, please refer to the appropriate section of the Universal Terms for information on Splash's policies and procedures.
6. FORUM COMMENTS AND USER-GENERATED CONTENT
Splash allows, under certain circumstances, users to post comments and other messages on or via the Site. By submitting such user-generated content, you grant Splash a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display it in any form or technology now known or later developed, including for promotional and/or commercial purposes. Please review the relevant Service restrictions found in the Universal Terms for Splash's policies regarding these submissions. Separate from and in addition to such restrictions, you may not upload, post, transmit, distribute or otherwise publish through the Site any materials or information which restricts or inhibits others from using the Site or any Services offered thereby; or that contains viruses, spyware, adware, embedded links or advertising, chain letters or other undesirable components; or that violates any law, rule or regulation of any jurisdiction. You also may not impersonate any other person or entity, whether actual or fictitious, including but limited to Splash and/or its staff. You bear sole responsibility for the content you submit, and agree to indemnify and hold harmless Splash in accordance with the Universal Terms.
7. TERM AND TERMINATION
Subject to the termination provisions found in the Universal Terms, these Website Terms shall continue as long as you continue to interact with and use the Site unless terminated by you or by Splash in accordance with the Universal Terms.
By using the Splash services covered by these Terms, you thereby agreeing to these Terms. Further, you agree that this version of these Terms applies to all Works licensed under these Terms and any Works previously licensed from Splash, whether pursuant to previous versions of these Terms or other agreements between you and Splash. Splash may, at its option and without prior notice, freely assign these License Terms and any rights or obligations obtained or incurred hereunder, including without limitation the license in Section 2 and/or rights to compensation under Section 3, to (i) any surviving entity in a merger, acquisition or consolidation in which Splash participates; (ii) a buyer in connection with a sale of all or substantially all of the assets of Splash, or (iii) any affiliate of Splash.
Last revision date: December 01, 2017.
SPLASH CONTENT LICENSE AGREEMENT
These license terms cover any images, video, multimedia, audio or other works provided to you by Splash News and Picture Agency, LLC, or its successor in interest (herein “Splash”), and designated as Splash content (“Works”). Your affirmative act of downloading and/or using any Work signifies that you agree to these License Terms (also referred to as this “Agreement”) and that you consent to receive required notices and to transact business with Splash electronically. If you do not consent to these things, do not download or access any Works.
In consideration of the foregoing recitals and the mutual covenants, promises and agreements set forth herein, you and Splash agree as follows:
1. GRANT OF LICENSE: Subject to this Agreement, Splash grants you a license to download or otherwise acquirefrom Splash and publicly display the Works identified in an invoice solely in the manner and via the media outlets and territories set forth in the applicable invoice (collectively, to “Use”). Unless otherwise stated in the applicable invoice, the license granted provides one (1) year from the date the applicable invoice is issued to incorporate the Works into the permitted Use. You may distribute, publish, display or otherwise exploit the Use featuring the Works in the manner and, if applicable, for the length of time as specified on the applicable invoice.
Each Use in a different media outlet or territory than indicated on the applicable invoice requires payment of a separate license fee. If Use in additional media outlets or territories is required over time, please contact a Splash Sales Representative for consultation on revised pricing.
Editorial Use Only: Unless specifically agreed to by Splash in writing, all Works are licensed solely on an “editorial” basis, meaning they must be Used as part of legitimate news and/or photojournalism reporting. The Works cannot, without express written permission from Splash, be Used as a means of promoting any product or service. This includes, without limitation, “pop-up” or “mouse-over” ads, “tags,” or “widgets,” or any other notifications or display mechanisms which sell or market the persons, places or things depicted in the Work. Works also cannot be Used as part of any branded presence you maintain on “social networking” sites, such as Facebook, Twitter, MySpace, Flickr, YouTube, LinkedIn, Orkut, Plaxo, Wikipedia or Yelp. Before making any non-editorial Use of a Work, please contact a Splash representative for specific pricing and additional terms that may apply.
Additional restrictions: Absent express written consent from Splash, do not:
• Falsely represent, expressly or impliedly, that you are the original creator of any Work, or of any other item that derives a substantial portion of its journalistic or pecuniary value from such Work.
• Use any Work on or in connection with any pornographic, defamatory, obscene or otherwise unlawful subject matter, or in any way that would be reasonably likely to bring any person reflected in the Work into disrepute, or to portray such person, place or thing in a manner that: (i) creates a mental association with potentially sensitive subjects, including, but not limited to mental and physical health problems, drug or alcohol abuse, real or implied sexual activity or preferences, criminal behavior, domestic violence, child abuse, or any other subject matter that would be reasonably likely to reflect adversely upon the person, place or thing reflected in the Work; or (ii) could cause a third party to think that such person personally endorses or is affiliated with any product, company or service offering, unless the original Work itself clearly and unequivocally depicts that person in such a manner.
• Use or incorporate a Work into any logo, trademark or other commercial identifier, or Use or incorporate any logo, trademark or other commercial identifier into a Work.
• Make a secondary reproduction of any Work, including without limitation any reprint or republication on t-shirts, mugs, calendars or other items.
• Crop or resize a Work more than is reasonably necessary for the efficient display of the Work.
• Remove any watermarks, captions or notices contained within or on the Work (if any such changes are made, Splash will attempt to obtain appropriate corrections and remedies, and you agree to cooperate fully with these efforts).
• Use any Work in a product or system that makes a Work inordinately susceptible to copying and Use by third-parties, such as in an online image database (e.g. Flickr), on an Internet bulletin-board or discussion forum, or within so-called “peer-to-peer” or file-sharing networks.
• Procure, access or use any Works via automated extraction methods or tools such as “robots,” “screenscrapers,” “spiders” and data mining tools without consent.
• Make or offer any Work as being “embeddable” into the websites or other online destinations of third parties who have not licensed said Works.
As between you and Splash, Splash owns all intellectual property rights in and to the Works and nothing in these License Terms gives you any right, title, interest or ownership thereof. You may make one (1) standard-resolution copy of each Work solely for backup purposes, provided all watermarks, captions, notices and commercial identifiers are preserved on the backup copy.
2. PAYMENT: You agree to pay Splash for all Works indicated on an applicable invoice, regardless of whether you use the Works. Payment is due within thirty (30) days of the date the applicable invoice is issued, or the date specified in the invoice, whichever comes first. A late payment charge of one and one-half percent (1.5%) per month or the greatest amount allowed under applicable law may be added to any unpaid balance after thirty (30) days. All amounts due for the licensing of Works are reflected before any Applicable Sales Tax, for which you are solely responsible. Applicable Sales Tax means any sales tax, use tax, value added tax, goods & services tax or any other similar tax computed on an ad valorem basis. Splash will add any Applicable Sales Tax to its invoice when required to do so.
3. TERM AND TERMINATION: Upon any termination of this Agreement and/or expiration of the applicable license for Works, all applicable Works must be removed from any media outlet that you own or control within sixty (60) days of such termination or expiration. If any Works are not removed within the prescribed timeframe, You agree to pay Splash an archive fee in an amount equal to one hundred percent (100%) of the fees listed in the invoice from the date of termination/expiration until such removal has been completed.
If you breach any provision of this Agreement, and such breach remains uncured for fourteen (14) days after you receive notice from Splash of such breach, this Agreement and your right to Use the applicable Works will automatically terminate, and you will not have the right to make any further use of the Works. Sections 4 and 11-16 shall survive any termination of this Agreement.
4. REMEDIES: In addition and without prejudice to any other remedies at law or equity that Splash may have, you specifically agree that Use of any Work in contravention of these License Terms will require an additional payment in an amount equal to one hundred percent (100%) of the fees listed above in order to offset Splash’s reasonable costs and expenses.
5. WATERMARKS, CAPTIONS AND COMMERCIAL IDENTIFIERS: An appropriate credit line must accompany any Work, reading “Splash News splashnews.com, splashnewsonline.com,” along with hyperlinks to the aforementioned sites.
6. RELEASES: It is your sole responsibility to determine whether and to what extent any model or other releases are necessary for your particular Use of a Work. Splash neither acquires nor provides releases for any Works.
7. SPECIMENS: If any Work is to be Used in a printed publication, you agree to provide Splash with an electronic copy of the printed version in Adobe’s Acrobat (“.PDF”) file format (http://www.adobe.com/products/acrobat.html) as soon as it is available.
8. REPORTING: Wherever any Work is to be Used online, you agree to report Internet traffic to Splash. The report (Microsoft Excel format preferred) is to be produced and disseminated on either a monthly or quarterly basis (whichever is most consistent with your own internal reporting schedules) and should show both total page hits and unique users. You agree that Splash shall have the right to retain this traffic information even after termination of this Agreement.
9. THIRD PARTY USAGE: YOU SPECIFICALLY AGREE TO TAKE ALL COMMERCIALLY REASONABLE STEPS TO ENSURE THAT WORKS IN YOUR POSSESSION OR CONTROL ARE NOT MISAPPROPRIATED OR MISUSED BY OTHERS AND THAT ANY SUCH MISAPPROPRIATION OR MISUSE (WHETHER YOU ARE ACTUALLY AWARE OF IT OR NOT) CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT.
10. LIMITED WARRANTY: Splash warrants only that (a) the Works, when used as authorized under these License Terms will not infringe the rights of the copyright holder of the Works, and (b) the digital copy of the Works provided by Splash will be free from defects in material and workmanship (but not visual artifacts inherent in the original Works). For ninety (90) days following delivery, Splash will, as your exclusive remedy for your inability to use any Works as the result of such material and workmanship defects, provide a replacement of the digital copy of such Works or, in Splash’s sole discretion, terminate the license and refund any fee actually paid by you to Splash, provided you have not made any Use the Works.
11. DISCLAIMERS: Splash makes no warranties, nor shall Splash be liable, (i) for any claims related to or arising from your use of Works which arise from any third party rights, including without limitation any copyright, trademark, trade dress, personality right or right of privacy depicted in the subject matter of the Works, (ii) but for your modification of such Works or combination of such Works with other Works, products, text, content or materials, such claims would not have arisen; or (iii) arose after Splash has otherwise notified you not to use the applicable Works. While Splash makes efforts to use accurate caption information, Splash does not warrant that such information is accurate. Splash provides you with its online system on an “as is” basis without warranty of any kind, including warranty of continued access or availability or against interruption of service. EXCEPT AS IS EXPRESSLY STATED HEREIN, SPLASH, ON BEHALF OF ITSELF, ITS AFFILIATES, AND ITS CONTENT SOURCES MAKES NO OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY REGARDING ANY WORKS, ITS ONLINE SYSTEMS, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. LIMITATION OF LIABILITY: EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER SPLASH, NOR ANY SUBSIDIARY, SUCCESSOR, PREDECESSOR, PARENT, JOINT VENTURE, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SOURCE, AGENT OR SUBAGENT SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND/OR YOUR USE OR INABILITY TO USE THE WORKS, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL SPLASH, OR ANY ITS SUBSIDIARIES’, SUCCESSORS’, PREDECESSORS’, PARENTS’, JOINT VENTURES’, AFFILIATES’, OFFICERS’, DIRECTORS’, EMPLOYEES’, CONTRACTORS’, CONTENT SOURCES’, AGENTS’ OR SUBAGENTS’ TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU ARISING FROM THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, AND/OR YOUR USE OF ANY WORKS PROVIDED HEREUNDER, EXCEED $25,000. THE FOREGOING LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
13. INDEMNIFICATION: Splash agrees to indemnify and hold you harmless, and any of your officers, directors and employees (collectively, the “Licensee Indemnified Parties”) from any and all loss or damage arising out of any claim by a third party based on Splash’s actual breach of the warranties in Section 10 during the term of this Agreement (“Licensee Claim”) by paying that portion of the final judgment (including reasonable outside attorneys’ fees and costs awarded, if any) entered against the Licensee Indemnified Parties by a court of competent jurisdiction on such Licensee Claim. Splash shall have the right, but not the obligation to defend and control the defense of any such Licensee Claim and to choose counsel for such purpose, provided that the Licensee Indemnified Party may participate at its own cost and expense.
You agree to indemnify and hold harmless Splash, its parents, subsidiaries, or other affiliates, officers, directors and employees and its content sources, (collectively, the “Splash Indemnified Parties”), from any and all loss or damage arising out of any claim by a third party based on (i) your material breach of any terms, conditions or restrictions of these License Terms, (ii) to the extent that it gives rise to the claim, your use or modification of any Works, or combination of any Works, with any text or other content, (iii) your failure to obtain from third parties any other permissions necessary to use the Works, and (iv) Works which Splash has notified you not to use (collectively, the “Splash Claim”) by paying that portion of the final judgment (including reasonable outside attorneys’ fees and costs awarded, if any) entered against the Splash Indemnified Parties by a court of competent jurisdiction on such Splash Claim. You shall have the right, but not the obligation to defend and control the defense of any such Splash Claim and to choose counsel for such purpose, provided that the Splash Indemnified Party may participate at its own cost and expense.
Notwithstanding the preceding, no indemnifying party shall have any obligation under this Section if the applicable indemnified party does not provide the indemnifying party with prompt written notice of receipt of any Licensee Claim or Splash Claim, as applicable, and such delay impairs the indemnifying party’s ability to defend its rights. No indemnifying party will agree to any stipulation, admission, or acknowledgment of any fault, guilt, wrongdoing or liability on the part of any indemnified party without the prior written consent of the applicable indemnified party. No indemnifying party will settle any Licensee Claim or Splash Claim, as applicable, on any indemnified party’s behalf or publicize any settlement without the indemnified party’s prior written consent.
14. CHOICE OF LAW / JURISDICTION / ATTORNEYS’ FEES: This Agreement, any claim, controversy or dispute arising under or related to this Agreement, the relationship of the parties and the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York, and by Titles 15, 17 and 35 of the U.S.C., as amended, and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, New York, regardless of conflicts of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between Splash and you for breach of this Agreement the prevailing party shall be entitled to recover its reasonable attorneys’ fees.
15. CONFIDENTIALITY: During this Agreement, one party (“Disclosing Party”) may provide the other (“Receiving Party”) with certain pricing, technical, marketing and other confidential information. The Receiving Party agrees to maintain the confidentiality of any Confidential Information shall not use or disclose the same without the prior written consent of Disclosing Party. “Confidential information” includes any information that is either designated as confidential by Disclosing Party or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential.
16. MISCELLANEOUS: These License Terms, along with the corresponding invoices issued to you by Splash, constitute the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. In the event of any conflict between these License Terms and any purchase order issued by you, these License Terms shall govern. This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of Splash. If either party’s performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, acts of terrorism, flood, fire, explosion, other act of nature, the public enemy, or any other matter not within such party’s reasonable control, then the date for performance shall be extended by the time of such delay. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without the prior written consent of Splash.
Splash EULA (July 2018)