API TESTING LICENSE AGREEMENT

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3 Νοε 2013 (πριν από 3 χρόνια και 10 μήνες)

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API TESTING

LICENSE

AGREEMENT



THIS IS A LEGAL AGREEMENT BETWEEN __________________ (“
LICENSEE”)
AND GETTY
IMAGES (US), INC. CAREFULLY READ ALL TERMS AND CONDITIONS IN THIS
AGREEMENT BEFORE SIGNING. BY SIGNING THIS AGREEMENT YOU ARE
REPRESENTING THAT YOU

HAVE THE AUTHORITY TO BIND LICENSEE TO THIS
AGREEMENT.
THIS AGREEMENT
(THE “AGREEMENT”) APPLIES

TO ONLINE, DIGITAL
DELIVERY OF LICENSED MATERIAL
AND ANY RELATED SERVICES
.


Definitions


“Agreement” means
this
API Testing License

Agreement together with o
ther applicable
agreements you have entered into with Getty Images
regarding licensing of Getty Images assets

including without limitation
an SDK Licensing Agreement, as well as
all applicable policies,
procedures
,
security requirements
and/or guidelines,
including without limitation the privacy policy

and terms and conditions

that appear on the Getty Images website (
www.gettyimages.com
)
,
which are hereby incorporated by reference.


“Getty Images” means Getty Imag
es, Inc., and its subsidiaries and/or affiliates.


“API,



Getty
Images
Web Services
,
” or “Web Services”
are
a set of standardized APIs
(Application Program Interfaces) which will enable Licensee access to Getty Images’ core
functionalities
such as search

and download of assets.


"Licensed Material" means any

wholly owned, low
-
resolution, and watermarked

still image, film or
video footage, audio product, visual representation generated optically, electronically

or

digitally
or any other product protected
by copyright, trademark, patent or other intellectual property rights,
which is licensed to Licensee by Getty Images under the terms of
this Agreement.
Any reference
in this Agreement to the Licensed Material shall be to each individual item within the Lic
ensed
Material and also to the Licensed Material as a whole.



License

Getty Images grants to Licensee a non
-
exclusive, non
-
sublicensable and non
-
assignable license
to use the
API

to enable Licensee to access Getty Images’ core
functionalities
such as sear
ch

and download of
Licensed Material
, solely for the purposes
of
testing
the API
on a trial non
-
production basis
as
specifically authorized in
this agreement
.


Getty Images further grants to Licensee the right to access, download, and use certain Licensed

Material via the API offered pursuant to this Agreement for
the sole
purpose
of evaluating
the
API, and
Licensee agrees that its
shall not, under any circumstances,
use Licensed Material
in a
production environment, including, without limitation, any mate
rials produced or distributed by
Licensee.


Term

The term of this Agreement shall be 90 days from the
latter
date
on which

Agreement is signed
by both parties.


Licensee’s Use of Web Services

Licensee may
use

the Web Services at any time the Web Services
are available.
Licensee’s use
of the Web Services will be limited to a throttle rate of
_
1
__

queries per second
, which rate can
not be exceeded except as agreed by the parties in writing.
Getty Images reserves its rights to
limit or cease providing the W
eb Services in its sole discretion.


Licensee shall take all necessary measures to restrict access to the Web Services to authorized
employees
, agents

or contractors and to secure all Web Services accounts. Licensee shall be
solely responsible for
all aut
horized use and
any unauthorized use
or misuse
of the Web Services


2

by its employees, agents or contractors
, including all charges incurred as a result of use of its
account, whether authorized or unauthorized.
Licensee agrees to immediately notify Getty
I
mages of any unauthorized use of its account or any other breach of security with respect to the
Web Services.


Licensee agrees not to reproduce, duplicate, copy, sell, resell, re
-
market, or otherwise redistribute
or exploit the Web Services for any commer
cial purposes, other than as explicitly authorized
under
this
Agreement.


Licensee’s Use of Licensed Materials

The Licensed Material may not be used in any final materials distributed inside
or outside
of
Licensee’s

company
. T
he Licensed Material may not

be shared or copied for example by
including it in a disc library, image storage jukebox, network configuration or other
similar
arrangement.


No rights other than the uses set forth in this Agreement are granted. Licensee must check
availability of right
s and obtain an additional license for any production use of the Licensed
Material. No such rights are guaranteed until
the
time of licensing. Getty Images makes no
representation
s and warranties regarding the Licensed Material

and gives no warranty that r
ights
to
any Licensed Material
will be available at the time of licensing.


All rights to the Licensed Material are owned by Getty Images and/or its image partners and are
protected by United States copyright laws, international treaty provisions and other

applicable
laws. Getty Images and its image
providers
retain all rights not expressly granted by this
Agreement. The license contained in this Agreement will terminate automatically without notice
from Getty Images upon expiry of
this Agreement

or, if soo
ner, upon
Licensee

failing to comply
with any provision of this Agreement. Upon termination,
Licensee
must immediately stop using
the Licensed Material and destroy any Licensed Material
, in any form
.


Representations and Warranties

Licensee represents and
warrants that it will at all time
s

comply with all applicable Getty Images’
policies and all applicable laws or regulations of any applicable jurisdiction. Licensee
further
represents and warrants that it will not use the Web Services
:

(a) in any manner t
hat infringes,
violates or misappropriates any third party’s intellectual property rights;
(b) in any manner that
interferes or attempts to interfere in any manner with the functionality or proper working of the
Getty Images website or
those of its subsidi
aries
; (c) to engage in any downloading or copying of
account information

for the benefit of another
,

or any use of
data mining, robots, or similar data
gathering and extraction tools; (
d
) for spamming or other advertising or marketing activities, or in
an
y manner that otherwise violates anti
-
spamming law and regulations; (
e
)

in a way that is
otherwise illegal or promotes illegal activities, including without limitation, in any manner that
might be libellous or defamatory, or (
f
) in any other manner that is

not in strict accordance with
this Agreement or the website terms and conditions.



Verification

Licensee agrees to provide such information or other materials as reasonably requested by Getty
Images to verify Licensee’s compliance with this Agreement.
Any such data collected shall be in
accordance with Getty Images Privacy Policy, which can be viewed at
www.gettyimages.com
.


Copyrights and Trademarks

Licensee shall have no right to use any Getty Images trade
marks, trade names or trade dress
contained in the Web Services
absent a separate written agreement between Licensee and Getty
Images. No ownership or copyright in the
Web Services

or any software or other material
contained in the
Web Services
shall pass

to Licensee by the issuance of the license contained in
this Agreement. Except as expressly stated in this Agreement, Getty Images grants Licensee no
right or license, express or implied, to the Licensed Material.

Licensee may not remove, obscure


3

or alte
r any notice of patent, copyright, trademark, logo or other proprietary right appearing on or
contained within the Web Services

or Licensed Material
.


Tracking of Downloads
/Searches/Access

Licensee understands that
Licensed Material

downloaded from the Web

Services will be tracked
by User
ID
,

Licensee name, and Licensee IP address

or other such mechanisms
.
To the extent
that Licensee is authorized
to
use the Web Services for others, it shall ensure that all information

prov
ided to Getty Images is authoriz
e
d
and that such
collection, storage and onward
transfer of
data complies with all applicable data protection laws
. Licensee
agrees that any
i
nformation
provided by Getty Images
to Licensee
in performing the Web Services shall be maintained in
confidence a
nd be used
solely in accordance with this
Agreement

and Getty Images Privacy
Policy which can be viewed at www.gettyimages.com
.


Web Services Availability

Getty Images provides no warranty of uptime or that the Web Services will be uninterrupted.
Except
as set forth below, the Web Services will

generally

be accessible to Licensee 24 hours a
day, seven (7) days a week, except for scheduled maintenance, repairs, and any loss
or
interruption of services due to reasons beyond the control of Getty Images. Get
ty Images
reserves the right to interrupt the Web Services for purposes of debugging, maintaining and
improving the system, and other reasons as it deems necessary. Getty Images will try to
schedule such activities to minimize interruption for Licensee an
d other users.


Product Support

Getty Images
operates a
24/7 Network Operations Center (NOC) Licensee can call or email for
product support.


SDK License Agreement

The Web Services may be used in conjunction with the SDK. Accordingly, Licensee’s use of t
he
Web Services may also be governed by the SDK License Agreement. In the event of a conflict
(i.e. regarding the Web Services) between this Agreement and the SDK License, this Agreement
shall prevail.


Confidential
ity

Confidential Information shall includ
e t
he Web Services
, Licensee’s credentials to access the
Web Services and any API documentation made available by Getty Images.
,
f
eedback and other
information on the functioning of the Web Services
. Licensee shall not disclose Confidential
Information
to

any third party
and shall use it only for purposes specifically contemplated by this
Agreement. Licensee further agrees to treat the Confidential Information with the same degree of
care as it treats it
s

own confidential information.

Licensee shall insu
re that all contractors, agents
and employees of Licensee that have access to Confidential Information are informed of the
existence of this provision and shall be required to abide by the terms hereof.

This Agreement will
not affect any other confidential

disclosure agreement between the parties.

Getty Images
reserves the right to immediately and without notice terminate this Agreement upon a breach of
this provision by Licensee.


Disclaimer of Warranties

THE WEB SERVICES

AND LICENSED MATERIALS

ARE PROVI
DED BY GETTY IMAGES ON
AN “AS IS” AND “AS AVAILABLE” BASIS. GETTY IMAGES MAKES NO REPRESENTATIONS
OR
WARRANTIES

EXPRESS

OR IMPLIED, REGARDING THE WEB SERVICES

AND
LICENSED MATERIALS
. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES
THAT ITS

USE OF THE WEB SERVI
CES

AND LICENSED MATERIALS

IS AT ITS SOLE RISK. EXCEPT
TO THE EXTENT PROHIBITED BY APPLICABLE LAW, GETTY IMAGES DISCLAIMS ALL
WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULA
R PURPOSE
,
TITLE AND NON
-
INFRINGEMENT,

AND ANY IMPLIED WARRANTIES ARISING OUT OF ANY
COURSE OF DEALING OR USAGE OF TRADE. GETTY IMAGES DOES NOT WARRANT (I)


4

THAT THE WEB SERVICES
AND LICENSED MATERIALS
WILL MEET LICENSEE’S
REQUIREMENTS, (II) THAT THE WEB S
ERVICES ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS, (III) THAT THE WEB SERVICES
AND LICENSED MATERIALS
WILL BE ACCESSIBLE ON A PERMANENT BASIS OR WITHOUT INTERRUPTION, (IV) THAT
THE DATA LICENSEE STORES IN ANY OF ITS ACCOUNTS ON THE WEB SERVICES WILL

NOT BE LOST OR DAMAGED OR (V) THAT THE QUALITY OF ANY
LICENSED MATERIAL
OR
OTHER CONTENT OBTAINED BY LICENSEE THROUGH THE WEB SERVICE WILL MEET ITS
EXPECTATIONS.


Limitation of Liability

GETTY IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR
ENTITY FOR ANY USE OF OR INABILITY TO USE THE WEB SERVICES

OR LICENSED
MATERIALS
, INCLUDING BUT NOT LIMITED TO, PUNITIVE, SPECIAL, INDIRECT,
CONSEQUENTIAL
OR INCIDENTAL

DAMAGES, OR ANY OTHER DAMAGES, COSTS OR
LOSSES ARISING

OUT OF THIS AGREEMENT, EVEN IF G
ETTY IMAGES HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
SOME
JURISDICTIONS DO NOT

PERMIT THE EXCLUSION

OR LIMITATION OF IMP
LIED
WARRANTIES OR LIABIL
ITY FOR CERTAIN CATE
GORIES OF DAMAGES.


Exclusive Remedy

Licensee’s sole right and

exclusive remedy if it is dissatisfied with the Web Services

or Licensed
Material

for any reason is to terminate this Agreement as provided herein
.



Indemnification

Licensee shall defend, indemnify and hold Getty Images and its parent, subsidiaries and
commonly owned or controlled affiliates and their respective officers, directors and employees
harmless from
any and all claims, losses,

damages, liabilities and expenses (including
reasonable attorneys’ fees and permitted and authorized costs) arising out

of: (i) Licensee's use
of any Web Services

or Licensed Material

outside the scope of this Agreement; (ii) any other
actual or alleged breach by Licensee of this Agreement
; (iii) Licensee's violation, alleged
violation, or misappropriation of any intellect
ual property right (including, without limitation,
trademark, copyright, patent, trade secrets) or non
-
proprietary right of a third party (including,
without limitation, defamation, libel, violation of privacy or publicity), or (iv) Licensee's failure to
c
omply with all applicable laws and regulations.
. Getty Images reserves the right, at its own
expense, to assume the exclusive defense and control of any matter subject to indemnification by
Licensee.


Governing Law

This Agreement will be governed in all r
espects by the laws of the State of New York, without
reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its
enforceability shall be settled by binding arbitration, though a single arbitrator, pursuant to the
ru
les of the American Arbitration Association in effect at the time of the arbitration.
Notwithstanding the foregoing, Getty Images shall have the right to commence and prosecute any
legal or equitable action or proceeding before any court of competent juris
diction to obtain
injunctive or other relief against Licensee in the event that, in the opinion of Getty Images, such
action is necessary or desirable.


Termination

Either party may terminate this Agreement for convenience upon
ninety (
10
) days
written not
ice
to the other party. Getty Images may terminate this Agreement upon written notice to Licensee in
the event of Licensee’s breach of any of the terms and conditions herein
, including but not limited
to Licensee exceeding its permitted throttle rate,

or
if Getty Images deems any use of the Web
Services

or Licensed Material

to be inappropriate, illegal or if Licensee’s use of the Web Services
causes a malfunction of such services. Getty Images further reserves the right to discontinue the
Web Services, or

any portion or feature thereof, for any reason and at any time in its sole
discretion. Upon termination, Licensee agrees to immediately stop its use of the Web Services


5

and delete any
Licensed Material and associated metadata
in its possession or control

which are
not the subject of a separate License agreement.


No Assignment

Licensee may not assign this Agreement without the prior written consent of Getty Images.


Severability

If one or more of the provisions contained in the Agreement is found to be in
valid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
shall not be affected. Such provisions shall 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. A delay on the part of either party in the exercise of its rights or
remedies will not operate as a waiver of such rights or remedies, and a single
or partial exercise
by either party of any such rights or remedies will not preclude other or further exercise of that
right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar
to or waiver of rights or remedies on a
ny other occasion.


Entire Agreement

This Agreement contains all the terms of the license agreement and no terms or conditions may
be added or deleted unless made in writing and signed by an authorized representative of both
parties. In the event of any i
nconsistency between the terms contained herein and the terms
contained on any document sent by Licensee, the terms of this Agreement shall govern.


IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement by its duly
authorized represent
ative.



LICENSEE






GETTY IMAGES (US), INC.


__
_____________________________


_________________________
___


Date: __________________________


Date: ________________________