The following Agreement is a legal agreement between you or your employer, or other entity on whose behalf you are entering into this Agreement and Halsell and sets forth the rights and obligations with respect to any Content licensed by you. By downloading any content or creating an account with Halsell you acknowledge that you have read the terms set forth in this here Agreement. You verify that the information you provide on your account is accurate and that your country of residence is the same as your billing address.
Halsell reserves the right to modify the terms stated in this Agreement. It is advised to periodically check for updates and/or revisions of this Agreement before downloading any content from the Site. Halsell will provide notice of such changes to the contact information that you have provided under your account.
You acknowledge that this license authorizes only one natural person to download and use content. Please contact our sales department to arrange for a team subsciption or customize a subsciption that fits your needs. You may not share your account or content that you download with anyone. Doing so will result in a voided license. If a user is acting in as an employee for a business, the employer will hold the right as the sole licensee for the purpose of the license.
Halsell hereby grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:
As licensee under this agreement, you agree that you shall not:
a. If the Content is used in an editorial context in a Production that is posted online, you will use your reasonable commercial efforts to accompany the Production with a credit line hyperlink to www.halsellimages.com that reads "Stock media provided by [Content Creator Name]/ Halsell" or substantively similar language.
Visual Content in connection with news reporting, commentary, publishing, or any other "editorial" context, shall be accompanied by an adjacent credit to the Haslell Creator and to Halsell that reads "Media provided by [Name of Artist]/Halsell".
If and where commercially reasonable, the use of Visual Content in Merchandise or an audio-visual production shall be accompanied by a credit to Name of Artist/Halsell.
"Production" means all versions of a single audio-visual project or all versions of a single audio-only project in which Music is synchronized to narration in the context of a podcast episode, radio documentary, radio advertisement, or other similar audio-only production.
Halsell grants you a non-exclusive, non-transferable right to synchronize Music in a Production pursuant to the license you purchase (from among the two license types set forth below), and subject to the restrictions set forth below.
As licensee under this agreement, you agree that you shall not:
Halsell warrants and represents that:
While Halsell makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content designated "Editorial Use Only", HALSELL MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; II) AUDIO IN FOOTAGE; OR III) VISUAL CONTENT DESIGNATED "EDITORIAL USE ONLY". For the sake of clarity, Halsell will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Footage, or the use of Visual Content designated Editorial Use Only.
HALSELL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.
Our Indemnity: Subject to the limitations in Section 11(b), we will defend, indemnify and hold you harmless from any actual or threatened third party lawsuit, claim, or legal proceeding (each, a "Claim") alleging a breach of any of our express representations and warranties in this Agreement or that the distribution or use of Content downloaded and used by you pursuant to this Agreement violates any of such representations and warranties (each, a "Halsell Indemnified Claim"), together with any liability for direct damages arising therefrom and reasonable attorneys' fees connected therewith, provided in each case that you have paid all amounts due to us and have not otherwise materially breached the terms of the Agreement.
Indemnity Conditions: Our obligations under paragraph (a) above (the "Halsell Indemnification") are conditioned upon you complying with the requirements of this paragraph: (i) You must notify us in writing of the Halsell Indemnified Claim as soon as is practical, but in any case no later than ten (10) business days from the date you know or reasonably should have known of the same. Such notification must include all details of the claim then known to you (e.g., Halsell Content Number, a copy of the Content and your Production, name and contact information of person and/or entity making the claim, nature and date of alleged claim, copies of any correspondence received and/or sent in connection with the Halsell Indemnified Claim). The notification must be sent to us at our address on our Website via Certified Mail, Return Receipt Requested, or reputable express delivery service, in each case, recipient's signature required, with a contemporaneous email copy to email@example.com. (ii) You must allow us to assume and control the investigation, handling, settlement and defense of the Halsell Indemnified Claim, and you must cooperate reasonably therewith. You shall have the right to participate in the investigation of the Claim or any litigation at your own expense. The Halsell Indemnification will be your sole remedy for a breach of any of our representations, warranties and/or obligations. Notwithstanding anything to the contrary contained herein, we shall not be liable for, and Halsell Indemnified Claims shall not include, any Claim related to or arising out of: (A) modifications made to Content after Download; (B) the particular context in which the Content is used; (C) use of Content not authorized by the License or breach of or failure to carry out an obligation or responsibility assumed by you in this Agreement, or (D) any Excluded Content (each such Claim referred to in (A) through (D), a "Use Related Claim"). In addition, our obligations under the Halsell Indemnification are conditioned upon payment in full of all amounts due to us and your full material compliance with this Agreement.
Your Indemnity:You agree to indemnify and hold Halsell, our Affiliates, our resellers and our and their respective Representatives, shareholders and partners (collectively, "Halsell Parties") and the Content Creators harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs) arising out of or relating to any Use Related Claim; provided that this indemnity shall not apply to the Halsell Parties to the extent that the claim arises from a breach by us of a warranty set forth in Section 9(a) above or to a Content Creator to the extent that the claim arises from a breach by the Creator of a certification, representation or warranty.
THE HALSELL PARTIES AND THE CONTENT CREATORS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOST PROFITS OR, IN THE CASE OF US OR THE OTHER HALSELL PARTIES, ANY OTHER DAMAGES, COSTS OR LOSSES, INCLUDING THE COST OF COVER, ARISING UNDER THIS AGREEMENT OR OUT OF OR RELATED TO THE LICENSE, YOUR OR ANY OF YOUR REPRESENTATIVES’ USE OR EXPLOITATION OF CONTENT, THE WEBSITE OR THE CONTENT INFORMATION, ANY SERVICES PROVIDED BY US OR THE RESULTS FROM THE USE THEREOF OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
THE MAXIMUM AGGREGATE AMOUNT OF OUR LIABILITY RELATED TO EACH ITEM OF CONTENT (meaning the total amount we may be responsible for, whether under this agreement or any other agreement for the same Content, regardless of the number of times you license the same Content) SHALL BE LIMITED AS FOLLOWS:
You will indemnify and hold Halsell, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by these Agreements. You further agree to indemnify Halsell for all costs and expenses that Halsell incurs in the event that you breach any of the terms of this or any other agreement with Halsell.
Sale of License Final: All sales of Licenses are final, and we are under no obligation to refund any fees paid by you for Content under any circumstances, except upon a material breach of one of our express representations and warranties set forth herein. However, if you request for a refund, and we, in our sole discretion, determine to provide you with a refund, the license granted in this Agreement for the Content will be rescinded as if never granted. Any refund will be made by such means as we determine is appropriate.
Taxes: You are responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of the License, any supplemental or other license or any use of the Content.
No Set-Off, Withholdings or Deductions: You must pay the applicable price for the Content License in a payment currency approved on the Website without any set off, deduction or withholding of any kind, including tax withholdings or amounts charged for currency conversion. To the extent that you determine that you are required under law (e.g., under a tax law) to withhold any amount from payments due to us or a financial institution or other intermediary deducts any amount for currency conversion or other services from your payment to us, the price for the applicable License is hereby increased by the amount that would cause the net amount actually received by us to equal the price that would otherwise apply for the sale of the License.
You consent to your personal information being shared with and processed in the course of our business by us and our Affiliates, which are located in Texas, USA, various other different countries in the EU, Switzerland or in the U.S., which provide varying and in some cases less privacy protection than your country.
c. Unless the context requires otherwise, in any part of this Agreement: (i) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; (ii) "must not", "should not", "shall not" and "may not" are expressions of prohibition, and "will", "must", "should" and "shall" are expressions of command, and not merely expressions of future intent or expectation; (iii) use of the singular imports the plural and vice versa; (iv) references to one or no gender include the other or no gender; "(v) when applied to a company, "Affiliate(s)" means any/all companies that from time to time directly or indirectly are owned or controlled by such company, under common ownership or control with such company or own or control such company; (vi) "Person" means an individual or legal entity, including a company or a governmental agency or instrumentality; and (vi) the headings in this Agreement are for ease of reference only and shall not affect its interpretation.
You consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Notwithstanding anything else in this or any other agreement, (i) we reserve the right to make changes to this Agreement and Website Terms at any time and without notice to you, and (ii) you will be subject to the terms of the same in force at the time that the Content was first Downloaded for or by you. For avoidance of doubt, a change to any of the same will not apply to Content that was first Downloaded for or by you prior to the change. No modification, deletion, amendment of any provision is binding on us unless in writing signed by our authorized representative or posted by us on the Website.
If you learn that any Content is subject to a threatened or actual third party claim of infringement, violation of another right, or any other claim for which we may be liable, you will promptly notify us of any such claim. If we learn of such a claim from you, the third party or otherwise and we, in our sole good faith discretion, determine that the claim raises an inappropriate legal risk, upon notice from us, you will (i) remove the Content from your computer systems and storage devices (electronic or physical), and (ii) cease any future use of the Content at your own expense if possible. If you do remove and cease use of the Content, we will either refund your license fees for the applicable Content or without charge provide you with other content that we determine with your consent, not to be unreasonably withheld or delayed, is comparable, subject to the other terms and conditions of this Agreement.
The parties to this Agreement are independent contractors, and nothing in this Agreement or the License or any supplemental or other license shall create a joint venture, partnership or franchise or fiduciary relationship between the parties.
If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.
This Agreement shall be construed in accordance with the laws of the United States and the State of New York without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The License, any supplemental or other license, any Download of Content and access to and use of the Website and the entering into this Agreement will be deemed to take place in the United States.
Any dispute relating to or arising from this Agreement, the License, the Content or the use thereof will be resolved exclusively by a State or Federal court in New York City in the United States. We and you hereby waive any objection to venue, or to the inconvenience of the forum, of any such court or right to trial by jury to resolve any such dispute. The parties hereby consent to the jurisdiction of such courts.
You will promptly reimburse us for any costs (including reasonable attorneys' fees and court costs) that are incurred by us in collecting any License fees due to us.
All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and permitted assigns.
The Halsell Parties and the Persons indemnified under Section 10 are intended third Person beneficiaries of this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other third Person any rights, benefits or remedies of any nature whatsoever.
Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing delivered by email to firstname.lastname@example.org; or (ii) to you at the email address or contact information provided for the Halsell User account or registration under which the relevant Content was downloaded.
If you breach any provision of this Agreement and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach this Agreement. Your obligations, the limitations and our rights and remedies set out in this Agreement are cumulative and are in addition to your obligations and the copyright owner’s rights and remedies at law or in equity.
Except as expressly provided in this Agreement, including Section 4(c) related to transfers of the License or your Productions, this Agreement is personal to you is not assignable by you without Halsell’s prior written consent. Halsell may assign this Agreement without your consent to an Affiliate as part of a corporate reorganization or any other Person as part of a merger or asset or business sale so long as such Person agrees to be bound by its terms.
Any fraudulent reportings of financial information associated with your account or the engagement in any criminal activity affecting Halsell will result in a complaint being filed with the Federal Bureau of Investigation (FBI) and the National White Collar Crime Center
Revision Date: September 19, 2018