Terms and Conditions

Picture History Terms and Conditions of Use
Last Updated: 2007


THE FOLLOWING TERMS AND CONDITIONS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND PICTURE HISTORY, LLC ("PH"). By using the PH web site ("Site") and/or downloading any content, you agree to be bound by and comply with this Site Terms and Conditions ("Agreement"). If you do not wish to be bound by this Agreement, do not use this Site.

This Agreement applies to you, and if you are using this Site on your employer's behalf, to you and your employer. PH reserves the right to change this Agreement from time to time at its sole discretion, and your use of the Site will be subject to the most current version posted on the Site at the time of your use. If you are acting within the scope of your employment as an employee, contractor, or agent of another party, you warrant that such party has full knowledge of your actions and has consented thereto.

This Agreement is in addition to your obligations under the applicable PH Content License Agreement (if any). In the event of any conflict between this Agreement and the PH Content License Agreement, the PH Content License Agreement will control as to the conflicting terms.

Permitted Use of this Site

This Site is owned and operated by PH. All images, audio, video and related informational materials in any medium furnished by PH hereunder, including related text, captions, or information (collectively referred to as "Content"), is owned by PH or our licensors. Except as explicitly permitted under this Agreement or the applicable PH's Content License Agreement (if any), no portion or element of this Site or its Content may be copied or retransmitted via any means and all related rights shall remain the property of PH.

FOR THE PROTECTION OF PH AND ITS IMAGE SOURCES AND OTHER LICENSORS, CONTENT MAY BE VISIBLY, INVISIBLY, OR ELECTRONICALLY WATERMARKED AND MAY INCLUDE THE USE OF DIGITAL RIGHTS MANAGEMENT SYSTEM TECHNOLOGY WITHIN CONTENT. SUCH TECHNOLOGY MAY PERMIT ONLINE CRAWLING OR TRACKING OF CONTENT OBTAINED FROM PH AND/OR OTHER METHODS OF PROTECTING, MONITORING, OR TRACKING THE UNAUTHORIZED USE OF THE CONTENT ("RIGHTS MANAGEMENT SYSTEMS (RMS))". If you do not consent to PH's use of RMS, do not use the Site or any Content found therein. You shall not knowingly disable any such technology or tool. You may not remove any copyright or other proprietary notices contained in the Content, caption information, or any other material on this Site. Additionally, unless authorized by PH in writing, you may not:

(i) deep link or employ software or any automatic device, technology or algorithm, to "crawl," "scrape," search or monitor the Site and/or retrieve or copy Content or related information;

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(ii) violate the mechanical restrictions of the Site, or bypass other measures employed to prevent or limit access to the Site or Content by hacking or other means;

(iii) copy, redirect, or exploit the Site or any Content;

(iv) probe, scan, or test the vulnerability of the Site or of the network supporting the Site, or seek information on visitors to the Site or personal information of PH's customers; or

(v) use any device, software or routine that would interfere with the proper functioning of the Site, or any transaction conducted via the Site.

Your use of this Site and any Content shall comply with all applicable law. PH reserves the right, in its sole discretion, to revoke your authorization to view, download and use the Content and information available on the Site at any time and for any reason, with or without notice to you of such revocation, and you agree to immediately discontinue such use upon notice from PH. PH may also restrict or remove Content from the Site for any reason, and you agree to immediately discontinue all use of the Content upon notification from PH.

Despite our efforts to provide accurate information, this Site may contain technical or other mistakes, inaccuracies or typographical errors. Additionally, this Site and its Content may include historically and culturally important images and text that may contain subjects that reflect the social attitudes and circumstances of a particular time or location. You should be aware that your search may display results containing content that may seem inappropriate to its context, or text that could be potentially offensive. You are solely responsible for determining whether your use of any Content requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by PH. If you are unsure whether additional third-party rights are needed for your use, you are responsible for consulting with competent rights management professionals or legal counsel.

Privacy

PH's Privacy Policy applies to use of this Site, and its terms and conditions are made part of this Agreement by reference. Please consult PH's Privacy Policy for specific information on PH policies for use of your personal information. You understand that any message or information sent to the Site may be viewed or intercepted by third parties, even if there is a special notice that the information (e.g., financial information) is encrypted.

Registering For A PH Account

Registration with PH grants you certain privileges. For example, if you have registered for a PH account and PH has approved your registration, you may be able to access Content without a visible watermark. In applying for a PH account, you agree to furnish true and accurate information. PH reserves sole discretion over whether to grant you an account, and you agree to access the authorized sections of the Site and your account only by using the account number and password supplied to you by PH. You are responsible for maintaining the confidentiality of your account number and/or password, if applicable, and you shall not distribute this access information or allow others to use this access information to gain access to this Site. You agree to take reasonable steps to prevent others from obtaining your access information and to notify PH of any unauthorized access or need to update or remove access for any of your employees or agents. You shall be liable for payment for all Content downloaded by others using your account, with or without your permission or knowledge prior to the time that you notify PH of any unauthorized use. PH cannot and will not be liable for any loss or damage arising from your failure to follow these obligations. You agree that you shall not acquire any rights of use, ownership, or bailment as a result of using any PH account or Site or related services.

Children

Minors and children (persons under the age of 18) are not eligible to use this Site unsupervised and we ask that minors and children do not register for an account or submit any personal information to us. By using this Site unsupervised, and/or registering for an account, you warrant that you are 18 years of age or older.

Limited License for Comp Usage

Conditioned on your compliance with this Agreement, PH grants you a limited license to download Content consisting of images solely for evaluating whether you wish to purchase a license to the image according to PH Content License Agreement applicable to your use ("Comps"). If you are not a registered user, your Comp license covers only visibly watermarked Content, and does not entitle you to download Content which does not contain a visible watermark. You may use Comps solely for your internal evaluation and for no longer than sixty (60) days from the date of download solely to determine whether you intend to obtain a non-Comp license for the Content. You may not use a Comp image in any final materials distributed within your company or any materials distributed outside of your company or to the public or in any online or other electronic distribution system. Except for this limited, internal testing and sample use, PH grants you no other rights, and you may not copy, distribute, publish, display, sublicense, make available, or otherwise use in any way the comp outside the scope of this Agreement. To access images without a visible watermark, you must register for a PH account.

PH may immediately terminate any licenses granted to you without notice if you fail to comply with any provision of this agreement or with the PH Content License Agreement applicable to your use. If a license is terminated, you agree to immediately (i) stop using this Site and the Content and (ii) delete all Content and all copies from all magnetic media and destroy all other copies, or, at PH's request, return all such copies to PH.

PH Trademarks

You may not use the trademarks or service marks of PH without PH's prior written consent. "Picture History" is a trademark of the Picture History, LLC. Other product and company names mentioned on the Site may be trademarks of their respective owners.

Indemnification

You agree to indemnify and hold harmless PH and its Content sources, officers, directors, employees, contractors, subsidiaries, joint ventures, licensors and licensees against all claims (including, without limitation, claims by third parties), liability, damages (including punitive damages), judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) Your breach of any terms, conditions or restrictions of this Agreement, (ii) Your use or modification of any Content, or combination of any Content, with any text or other content, (iii) Your failure to obtain from third parties all permissions necessary to use the Content,; and (iv) any act or failure to act by you or any of your employees, contractors, employers, agents, clients, principals, or users.

Disclaimers and Limitation of Liability

PH PROVIDES YOU WITH THE SITE AND CONTENT ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER PH NOR ANY PH SUBSIDIARY, SUCCESSOR, PREDECESSOR, PARENT, JOINT VENTURE, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SOURCE, LICENSOR OR LICENSEE 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, CONTENT OR THIS WEB SITE, AND YOUR RIGHTS UNDER ANY PROVISION OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE CONTENT OR THIS WEB SITE, 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 PH'S OR ITS AFFILIATES' LIABILITY ARISING OUT OF YOUR USE OF THIS SITE OR INABILITY TO ACCESS THIS SITE OR ANY OF THE CONTENT EXCEED $500. THE FOREGOING EXCLUSIONS AND LIMITATIONS ON REMEDIES AND DAMAGES ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

Third Party Links

As a convenience, our Site may link to other sites that may be of interest to you but are not under PH's control. These links do not imply endorsement by PH and we are not responsible for the availability of or the content contained in any linked site.

Notification of Copyright Infringement

PH may terminate the accounts of users who infringe the intellectual property rights of others. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Site, send PH's copyright agent a notice containing: (i) a physical or electronic signature of the copyright owner or person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) information sufficient to permit PH to contact you, such as your physical address, telephone number, and email address; (v) a statement that you have a good faith belief that the use of the material you identified is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

PH's copyright agent for notice of claims of copyright infringement can be reached as follows

Picture History, LLC
48 Wheeler Avenue
Pleasantville, NY 10570

Any dispute regarding this Agreement shall be governed by the laws of the State of New York and applicable U.S. Federal law, including Title 17 of the U.S. Code, as amended. The parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, USA, regardless of conflicts of laws. 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 PH and you, PH shall be entitled to recover its reasonable attorneys' fees, legal expert fees, and other legal expenses from you.

Miscellaneous

You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions. This Agreement (along with PH's Privacy Policy and the PH Content License Agreement, if applicable) constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. No action of PH, other than the express or written waiver or amendment, may be construed as a waiver or amendment of this Agreement. This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of PH, provided that no purchase order or similar document issued by you shall modify this Agreement, even if signed by PH. 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. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. 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 PH's prior written consent.