AP Images License Terms

THE FOLLOWING TERMS AND CONDITIONS ("LICENSE TERMS") GOVERN YOUR RIGHT TO USE ANY PHOTOGRAPHIC IMAGES, GRAPHIC IMAGES, TEXT, CAPTIONS OR AUDIO-VISUAL FILES (COLLECTIVELY, "CONTENT") THAT YOU ACCESS (WHETHER BY DOWNLOAD, SEPARATE ELECTRONIC OR WIRELESS DELIVERY, OR DELIVERY BY PHYSICAL MEDIA, COLLECTIVELY "ACCESS") VIA THIS AP IMAGES WEBSITE (THE "SITE"). BY OBTAINING AN ACCOUNT FROM THE ASSOCIATED PRESS OR ONE OF ITS AFFILIATES (COLLECTIVELY, "AP"), AND BY ACCESSING ANY CONTENT FROM THIS SITE, YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THESE LICENSE TERMS.

USE OF THE SITE IS CONDITIONED ON AGREEMENT TO THE TERMS OF USE AND PRIVACY POLICY. PLEASE REVIEW THE TERMS OF USE AND PRIVACY POLICY. BY USING THE SITE, YOU AGREE TO THE TERMS OF USE AND PRIVACY POLICY.

1. Parties

These License Terms are binding on You. "You" means: (a) the individual listed as the registrant of the account through which Site access privileges have been granted ("User"), and (b) if User is registered, as indicated in User's account registration, on behalf of User's employer, client or another third party (such employer, client or third party, a "Principal"), also such Principal. If User is acting on behalf of a Principal, then (a) User represents and warrants that User has the authority to bind, and has bound, such Principal to these License Terms; (b) the rights granted hereunder shall inure solely to the benefit of Principal to the exclusion of User; and (c) User agrees to be jointly and severally liable for any breach of these License Terms by Principal.

2. License Grants

2.1 General

a. Rights Limited to Those Expressly Granted.

You acknowledge and agree that You have no right to use, copy, publish, display, transmit, broadcast or otherwise exploit any Content except as expressly authorized in Sections 2.2, 2.3 or 2.4 of these License Terms.  In addition, usage of any Content pursuant to Section 2.3 or Section 2.4 of these License Terms requires either a separate written license agreement with AP that authorizes you to use the Content (a "License Agreement") or a written invoice issued to you by AP that authorizes you to use the Content (an "Invoice"). Each Invoice must include identification of the Content licensed and the prices and rates for use, and may include additional restrictions or limitations.

b. All Licenses Subject to Applicable Restrictions. 

The rights granted under Sections 2.2, 2.3 and 2.4 are subject to, and conditioned upon Your compliance with, all provisions of (i) the Terms of Use, (ii) these License Terms, (iii) the applicable License Agreement, if any, (iv) the applicable Invoice, if any, and (v) any Content restrictions appearing on or in the Site (including in the metadata accompanying the Content) or provided to You by AP at any time (the "Content-Specific Restrictions"). Content-Specific Restrictions may include, for example, advance, hold for release, embargo notices or geographic restrictions, as well as all "advisory", "on-line out", "mobile out", "wireless out" and/or "not for publication" or comparable notices, or restrictions as to time, manner, industry, territory of use and/or required pre-approvals.

c. Content License.

With respect to each item of Content licensed by You, these License Terms, the applicable License Agreement, if any, the applicable Invoice, if any, and any applicable Content-Specific Restrictions together constitute the license agreement (collectively, the “Content License”). In the event of a conflict between an Invoice, License Agreement, these License Terms and/or any Content-Specific Restrictions, such Content-Specific Restrictions shall prevail, followed by the License Agreement, followed by the Invoice, followed by these License Terms. The Content License constitutes the entire agreement between You and AP regarding any Content that is accessed via this Site and supersedes all previous communications, representations, or understandings, either oral or written, relating to the subject matter hereof. Each Content License is non-cancelable and license fees are not refundable under any circumstances, unless expressly provided otherwise in the Content License.

2.2 Limited License for Layout, Comp or Preview Use.

Except as otherwise set forth in a License Agreement, upon Your access of any Content via this Site, You are hereby granted, for a period of 30 days following the date You access such Content, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to make Preview Use (as defined below) of the Content.  “Preview Use” means internal-only use of an item of Content solely in temporary test, sample, comp, layout or rough cut evaluation materials ("Preview Materials") solely for the purpose of determining whether You wish to license the Content pursuant to Section 2.3 or Section 2.4. The license set forth in this Section 2.2 does not permit You to (and You shall not) distribute or share the Content outside of Your organization or to use the Content in any final or publicly-available material. You shall not in any event make available to any third party or the public any Content obtained for Preview Use. AP has the right to terminate Your rights under this Section 2.2 with respect to any Content for any or no reason. Such termination shall be effective immediately upon notice from AP. Anything in this Agreement to the contrary notwithstanding, You engage in Preview Use at Your own risk, and AP will not have any liability of any kind in connection with any Preview Use.

2.3 Rights Managed Content. 

Most of the Content is "rights managed" material that is licensed on a per-use basis ("Rights Managed Content"). Except for Content that AP has expressly designated as "Royalty-Free", all Content that You access from this Site will be Rights Managed Content. If You have a Content License (i.e., through either a License Agreement or an Invoice) for a particular item of Rights Managed Content, You are hereby granted a limited right to use such Rights Managed Content in the manner, via the media or platforms ("Licensed Platform"), and in the territories, expressly identified in the applicable License Agreement or Invoice, as the case may be. Your use of the Rights Managed Content also will be subject to these License Terms and any limitations or other terms, such as duration or number of permitted uses, that are specified in the License Agreement or Invoice, as applicable. All licenses with respect to Rights Managed Content are non-exclusive, unless and only to the extent the applicable License Agreement or Invoice indicates that the license is exclusive.

2.4 Royalty-Free Content. 

Some of the Content may be "royalty free" material that is licensed for an unlimited number of uses for a one-time flat fee ("Royalty-Free Content"). No Content on the Site will be Royalty-Free Content unless it is expressly designated as such on the Site. If You have a Content License (i.e., through either a License Agreement or an Invoice) for a particular item of Royalty-Free Content, You are hereby granted a limited, nonexclusive, perpetual worldwide right to use such Royalty-Free Content, subject to these License Terms and any limitations or other terms set forth in the License Agreement or Invoice, as applicable.

2.5 Reservation of Rights. 

All of the Content is owned by AP or its licensors. AP and its licensors reserve all rights in and to the Content other than those rights that have been expressly granted to You in a Content License. Without limiting the generality of the foregoing, except as expressly authorized in a License Agreement or Invoice, You shall not, directly or indirectly, sublicense any rights granted herein. In addition, if you wish to use any Content in a manner not expressly permitted by a Content License (including any re-publication, re-display, re-transmission, re-broadcast or other re-use of any Content licensed pursuant to a Content License, including in any compilation or archives), you must obtain a new Content License expressly authorizing such use.

2.6 Unauthorized Use. 

You shall take all commercially reasonable steps to prevent third parties from misappropriating or obtaining unauthorized access to or making unauthorized use or transmission of the Content (collectively "Unauthorized Use"). In the event that You learn of an Unauthorized Use, You shall promptly and fully inform AP of all facts known to You with respect to such Unauthorized Use. AP may, at its own expense, institute any legal action or proceeding to obtain any relief permitted in law, equity or both, against any persons or entities causing, directly or indirectly, such Unauthorized Use, and if any such action or proceeding is instituted, You shall reasonably cooperate with AP in connection therewith.

3. Additional Terms, Conditions and Restrictions on all License Grants

Except as expressly stated to the contrary in Your Invoice or License Agreement, Your rights under these License Terms and Your Content License are subject to the following additional terms, conditions and restrictions:

3.1 Modifications. 

You are permitted to crop and reformat the Content you have licensed solely as necessary for you to display or publish the Content on the Preview Materials or Licensed Platform, as applicable. If You crop or reformat any Content, You must not alter or compromise the editorial content, integrity or meaning of such Content. All such cropped or reformatted Content shall be "Content" for the purposes of these Licensing Terms. As between you and AP, any cropped or reformatted Content will be owned by AP, and You hereby assign to AP all right, title and interest You may have in and to such cropped reformatted Content. Except for cropping and formatting as permitted pursuant to this Section 3.1, You shall not alter in any manner (including rotating or distortion), combine with other material (e.g. in a collage) or create derivative works of the Content unless the applicable License Agreement or Invoice expressly authorizes You to do so. Content to be used in derivative works (i.e., a work based on or that constitutes an adaptation of the Content) must be licensed specifically for that purpose.

3.2 Editorial Use.

AP is a not-for-profit news cooperative in the business of gathering and distributing news content. Accordingly, the substantial majority of Content licensed by AP via the Site is solely for Editorial Use. “Editorial Use” means " the use of Content for editorial purposes in connection with reporting on persons, places, matters, topics or events that are newsworthy or of general public interest. For avoidance of doubt, any use that is a Commercial Use (as defined in Section 3.4.c) will not constitute an Editorial Use. Unless additional usage is expressly authorized in Your Content License, Your Content License authorizes You to use the Content solely for Editorial Use.

3.3 Third-Party Material.

a. Except as expressly set forth in Section 3.3.b, neither AP or its licensors obtain any permissions, licenses, clearances and/or releases for the use of any names, people, personalities, trademarks, service marks, logos, music, sound recordings, designs, works of art, architecture, copyrighted works or other material owned by third parties or that are subject to third-party rights that are included or depicted in any Content (“Third-Party Material”). You are responsible for obtaining, and shall timely obtain and pay for, any and all permissions, clearance, licenses and releases from third parties that are necessary in connection with Your use of any Content pursuant to a License Agreement, if any. You shall ensure that AP and its licensors are beneficiaries of such permissions, licenses, clearances and/or releases, and You shall indemnify and hold AP and its licensors free and harmless from any claims asserted by owners of Third-Party Material arising from Your use of the Content. You are solely responsible for determining whether any permissions, licenses, clearances and/or releases are required in connection with any proposed use of the Content. If You are unsure, You are responsible for obtaining advice from competent legal counsel.

b. Without limiting Section 3.3.a, the metadata to an item of Content may indicate that there are one or more releases covering a model or property depicted in such Content. Upon Your request, AP will make a copy of such release available to You, redacting (at AP's election) any personally identifiable information until such time as You have purchased rights in said Content. Notwithstanding the foregoing, AP and its licensors disclaim all representations and warranties as to the effectiveness or sufficiency of such releases, or as to whether any additional permissions, licenses, clearances and/or releases may be necessary in respect of such Content.

3.4 Usage Restrictions.

Unless expressly specified otherwise in Your Content License, all use of Content is subject to the following restrictions:

a. Single Publication. 

Each item of Content may only be published, displayed or broadcasted one time in the Licensed Platform specified in the Invoice or License Agreement, and any reuse of that Content, whether or not in the same Licensed Platform, requires a separate Content License.

b. Initial Publication.

If Your Licensed Platform is a website or wireless interactive service, You must initially publish and/or display the licensed Content within 14 days after the date on which You access such Content.

c. No Commercial Use. 

The Content may not be used for any Commercial Use. “Commercial Use” means the use of Content to advertise, market or promote a product, service or entity, or for any commercial, advertising, promotional, marketing, merchandising or fundraising purpose, or in any way endorsing any good or service. Without limitation of the foregoing, the Content may not be incorporated into a logo, trademark or service mark, or used in any way to suggest an affiliation with or endorsement of any product, service or commercial or non-commercial enterprise.

d. Captions. 

You shall include the captions and/or text story associated with each item of Content within the standard screen view of such Content on the Licensed Platform when customary and practicable.

e. Credit.

In connection with each use of Content by You, You shall include the credit line set forth in the metadata for any Content when customary and practicable. Except in connection with provision of a credit line as specified in the metadata, You shall not use any of the trademarks or service marks of AP without AP's prior written consent. 

f. Copyright Notice. 

You shall display the copyright notice included in the Content metadata in all uses of the Content in a customary location.

3.5 Content Protection Systems.

For the protection of AP and its licensors, Content may be protected by copyright protection, management and/or identification measures ("Content Protection Systems"). Such measures may include encryption devices and digital watermarking and/or may permit electronic tracking of Content. Except as expressly authorized in a License Agreement, You are prohibited from disabling, interfering or otherwise circumventing any and all Content Protection Systems.

3.6 Back-Up Copies. 

Unless otherwise expressly specified in an applicable Invoice or License Agreement, You may store for back-up purposes one copy of Content that you have licensed, for no longer than 30 days after the date on which You access such Content. You shall retain, and shall not remove or obscure, any copyright symbol or notice and any other information or metadata embedded in the original file containing the Content and Content Protection Systems applied to the Content. Upon the termination or expiration of such 30-day period or the termination or expiration of Your rights with respect to an item of Content under a Content License, whichever is earlier, You agree to shall promptly delete or destroy, and shall not retain, any such back-up copy.

4. Cancellation and Termination

4.1 AP has the right to terminate any Content License at any time for any reason whatsoever immediately upon notice to You. If AP terminates a Content License without cause, Your sole remedy in such event shall be to receive, as determined by AP in its discretion, either (a) a pro-rated refund of the amounts You actually paid to AP in respect of such Content or (b) replacement Content, which you will have the right to use under the terms of the Content License.

4.2 AP has the right to terminate any Content License at any time if You breach or violate any term of the Content License.

4.3 In the event of any termination or expiration of a Content License, all grants of rights contained in the Content License automatically will terminate, except to the extent expressly specified otherwise in the Content License.

5. Disclaimers and Limitations on Liability

5.1 GENERALLY.

THE CONTENT IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, AP, ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE CONTENT, THE SUBJECT MATTER DEPICTED OR INCLUDED IN THE CONTENT, THE TEXT AND/OR CAPTIONS PROVIDED WITH THE CONTENT IMAGES AND ANY OTHER PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THIS SITE, WHETHER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (2) OF NON-INFRINGEMENT AND TITLE; (3) THAT THE CONTENT WILL SATISFY YOUR REQUIREMENTS OR EXPECTATIONS; AND (4) THAT THE INFORMATION, DATA OR MATERIALS PRESENTED OR DISPLAYED ON THIS SITE ARE CORRECT, ACCURATE OR RELIABLE. AP does not make, and You shall not rely upon, any representations or warranties other than those expressly set forth herein.

5.2 Third-Party Material.

AP does not convey any rights with respect to or make any representations or warranties with respect to any Third-Party Material.

5.3       Captions and Metadata.

Although efforts have been made to correctly caption, and/or include metadata tags to, the Content, and to ensure the accuracy of other information provided in connection with the Content, neither AP nor its respective licensors warrant that such captions, tags or information is accurate, complete or reliable (and AP and its licensors expressly disclaim any such warranty). You assume all risks relating to Your reliance on such captions, tags or information.

5.4 LIMITATIONS ON LIABILITY

UNDER NO CIRCUMSTANCES SHALL AP, ITS LICENSORS, BE LIABLE FOR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE OR DATA, OR FOR OTHER INTANGIBLE LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE CONTENT, THE SUBJECT MATTER DEPICTED OR INCLUDED IN THE CONTENT, THE TEXT, METADATA AND/OR CAPTIONS PROVIDED WITH THE CONTENT AND ANY OTHER PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THIS SITE. IN NO EVENT SHALL AP, ITS AFFILIATES' AND/OR THEIR RESPECTIVE LICENSORS' LIABILITY (CALCULATED IN THE AGGREGATE) TO YOU FOR ANY CLAIM ARISING WITH RESPECT TO ANY CONTENT EXCEED THE AMOUNT AP ACTUALLY RECEIVED FROM YOU IN RESPECT OF SUCH CONTENT. THIS LIMIT WILL NOT BE ENLARGED BY THE EXISTENCE OF MORE THAN ONE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE RIGHTS GRANTED TO YOU HEREUNDER. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE RIGHTS GRANTED HEREUNDER OR IN ANY LICENSE AGREEMENT.

6. Indemnity

You hereby agree to indemnify, defend (if requested by AP) and hold harmless AP and its licensors, each of their parent companies, subsidiaries and affiliates, the successors and assigns of each of the foregoing, and each of their respective officers, directors, employees, contractors, agents and representatives from and against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, losses and expenses, including attorneys' fees and costs, arising out of or in any way connected with (a) any access to, or use of, the Content by You, or anyone acting on Your behalf or authorized by You, in a manner not authorized by the Content License, (b) the violation or breach of any term, condition, representation or warranty contained in the Content License, including these License Terms by You or anyone acting on Your behalf or authorized by You, or any allegation that, if proven, would constitute such a violation or breach, (c) any allegation that use of the Content by You or anyone acting on Your behalf violates or infringes upon any Third-Party Rights or any other rights of any third party, or defames or invades the right of publicity or right of privacy of any third party, or violates any law or regulation, or (c) Your modification of any Content except as expressly authorized in the Content License or use of any Content in combination with any other text, images, content or other material.

7. Payment Terms

7.1 General Terms.

Unless the applicable License Agreement or Invoice states otherwise, you shall pay AP for all Content that You obtain from this Site pursuant to a Content License, regardless of whether You use such Content. All amounts due are payable within thirty (30) days from the date on the Invoice. A finance charge of one and a half percent (1.5%) per month or the maximum interest permitted by law, whichever is less, will be applied on any balances unpaid after thirty (30) days. The maximum amount permitted by state law shall be imposed on each returned check.

7.2 Taxes.

You are responsible for the payment of all sales, use or other taxes arising from Your use of the Content and/or any payments made in respect thereof. All payments of the fee hereunder shall be exclusive of all such taxes.

8. General.

8.1 Photo Eliminations, Withdrawals, Kills and Corrections.

AP has the right to discontinue licensing any item of Content at any time in its discretion. If requested by AP (including any notification provided via the Site), You shall promptly cease use of the pertinent item of Content. If the request is not due to noncompliance by You with the Content License, AP shall provide replacement Content, which you will be entitled to use under the terms of the Content License

8.2 Illegal Use, Defamation, Political Agendas, Integrity of AP and the Content.

You shall comply with all applicable laws and regulations of any applicable jurisdiction in connection with Your use of Content. You shall not use any Content in a manner that is defamatory or pornographic, that violates any person’s right of publicity or right of privacy or that is otherwise unlawful or that violates any community standards in any applicable jurisdiction. You shall not use the Content in a manner that may suggest an affiliation with or endorsement of any political party, person or entity, or in any manner that promotes a partisan agenda or advocates illegal or immoral activities. You shall not disparage or impugn the integrity of AP or any of its products or services.

8.3 Compliance.

At AP's request, You will provide access to the Licensed Platform(s) in order for AP to confirm Your compliance with the Content License. Such access shall be without charge. Additionally, AP has the right to inspect any of Your records, accounts and books relating to the licensing of the Content, upon reasonable notice to You, to ensure that You are using the Content in accordance with the Content License. If AP, in its sole discretion, has reason to believe or suspects that You have been using or is using the Content in violation of the Content License, AP may require that You sign an affidavit confirming Your compliance with the Content License.

8.4 Transferability.

The rights granted hereunder are not assignable and are not transferable by You without AP's prior written consent. Any attempted assignment or transfer of the rights granted hereunder in contravention of this provision shall be null and void. Any permitted assignment or transfer shall inure to the benefit of, and be binding upon, any permitted transferees. AP has the right to assign any Content License to any third party, without restriction, in AP’s sole discretion.

8.5 Severability.

If any provision of these License Terms or the Content License is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these License Terms and/or the Content License, as the case may be, and will not affect the validity and enforceability of the remaining provisions. The affected provision shall be modified to the extent necessary to make it lawful, not void or enforceable, as the case may be, in such a manner as comes closest to preserving the intentions of such provision.

8.6 Governing Law; Jurisdiction; Disputes.

These License Terms and the Content License will be governed and construed in accordance with the laws of the State of New York without regard to its conflicts of law provisions. Neither these License Terms nor the Content License shall be governed by the United Nations Convention on Contract for the International Sale of Goods, the application of which is expressly disclaimed. You agree to submit to the jurisdiction of the state and federal courts located in New York County in the State of New York. You agree not to bring any of action relating to the use of the Content or the interpretation of these License Terms and/or the Content License in any court in any jurisdiction other than the state and federal courts located in New York County, State of New York. AP shall have the right to commence and prosecute any legal or equitable action or proceeding before any US or non-US court of competent jurisdiction to enforce these License Terms and the Content License.

8.7 Amendments.

These License Terms and the Content License may not be amended or modified except pursuant to a written agreement executed by duly authorized representatives of both You and AP.

8.8 Interpretation.

The headings used in these License Terms are used for convenience only and are not to be considered in construing or interpreting these License Terms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." The word "or" shall be construed to have the same meaning and effect as "and/or." The words "herein", "hereof' and "hereunder", and words of similar import, shall be construed to refer to these License Terms.

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