Image Licensing Agreement - Legal documents & conditions

1. Introduction

This licensing agreement (the “Agreement”) governs the terms for use of image material, photographs, illustrations and other visual works (the “Image Material”) provided by HallinMedia (the “Licensor”, “we”, “us”, “our”) to the user of the Image Material (the “Licensee”, “you”, “your”). By using our Image Material, you accept the terms of this Agreement.

This Agreement constitutes a legally binding contract between the Licensor and the Licensee. If you do not accept the terms of this Agreement, you shall not use the Image Material.

2. Definitions

In this Agreement, the following definitions apply:

Image Material: All photographs, illustrations, graphic design, digital images, video material and other visual works provided by the Licensor.
Commercial Use: Use that directly or indirectly promotes a product, service, idea, person or organisation operated for profit or other business benefit.
Editorial Use: Use for informative, educational or journalistic purposes that does not promote or advertise a product, person, service or company.
License Period: The time period during which the Licensee has the right to use the Image Material under this Agreement.
License Fee: The financial compensation paid by the Licensee to the Licensor for the right to use the Image Material.
Scope of Use: The specific media, territories and contexts in which the Licensee has the right to use the Image Material.

3. Grant of License

3.1 Scope of License

In exchange for payment of the agreed License Fee, the Licensor grants the Licensee a non-exclusive, non-transferable license to use the Image Material in accordance with the conditions and limitations set forth in this Agreement and in the specific licensing agreement made between the parties.

The license only covers the specific usage rights explicitly granted and does not include any other rights concerning the Image Material or its content.

3.2 Types of Licenses

Depending on the agreement between the parties, the following types of licenses may be granted:

3.2.1 Standard License

A standard license gives the Licensee the right to use the Image Material for defined purposes within specified areas of use for a specified period of time. The standard license typically includes use in:

Web publications
Printed material with limited circulation
Social media in connection with the company’s operations
Internal corporate communication

3.2.2 Extended License

An extended license gives the Licensee more extensive rights and may include:

The right to use the Image Material in commercial products intended for sale
Use in extensive advertising campaigns
Right to make minor modifications to the Image Material
Use in multiple defined channels over a longer period of time

3.2.3 Exclusive License

An exclusive license gives the Licensee sole right to use the Image Material within specified areas of use during the license period. The Licensor therefore refrains from the right to license the same Image Material to others within the agreed area of use during the license period.

Exclusive licenses are time-limited and may be industry- or geographically restricted.

3.3 License Period

Unless otherwise expressly agreed, the license is valid for a period of twelve (12) months from the date the Licensee obtains access to the Image Material.

For permanent licenses (“buyouts”), special terms apply as specified in a separate addendum.

4. Restrictions and Limitations

4.1 General Limitations

The Licensee may not:

Sub-license, sell, lease, lend or otherwise transfer the Image Material or the rights under this Agreement to any other person or entity
Use the Image Material in a way that suggests it is created by anyone other than the Licensor
Incorporate the Image Material into a trademark, logo or service mark
Distribute the Image Material in digital format in a way that allows extraction or download as a standalone file
Use the Image Material in a way that is illegal, offensive, obscene, pornographic, derogatory or otherwise inappropriate
Use the Image Material to depict individuals portrayed in the Image Material in a negative or derogatory manner

4.2 Technical Limitations

The Licensee may not:

Remove any copyright information, watermarking or metadata from the Image Material
Use automated systems to download the Image Material without written permission
Store the Image Material in digital libraries, networks or other systems that allow access to multiple users unless specifically permitted
Use Image Material of higher resolution than necessary for the intended use

4.3 Model Releases and Property Releases

The Licensee is responsible for ensuring that the intended use of the Image Material does not infringe on third party rights, including but not limited to individuals portrayed in the Image Material or owners of property depicted in the Image Material.

The Licensor will inform the Licensee of the status of model releases (consent from portrayed persons) and property releases (permission for depicted properties or other property) for respective Image Material. The Licensee is responsible for obtaining any additional consents or permissions that may be required for the specific use.

5. License Fees and Payment Terms

5.1 License Fees

The license fee for the use of the Image Material is specified in a separate quotation or price list provided to the Licensee. The fee is based on factors such as:

Type of license (standard, extended, exclusive)
Scope of use and extent
Duration of the license period
Uniqueness and quality of Image Material
Territorial coverage

5.2 Payment Terms

Unless otherwise agreed, the following payment terms apply:

Full payment shall be made before the Image Material is delivered in high resolution without watermarking
Payment terms are 30 days net for corporate clients and 14 days net for private clients
In the case of late payment, a late fee applies under the Interest Act and statutory reminder fee

5.3 Taxes and Fees

All prices are stated excluding value-added tax and other applicable taxes and fees unless otherwise expressly stated. The Licensee is responsible for payment of all applicable taxes.

6. Delivery and Use

6.1 Delivery of Image Material

The Image Material is delivered in digital format via download link or another agreed method of delivery. Delivery will be made within a reasonable time after the License Agreement is concluded and payment is received.

For high-resolution material without watermarking, it is required that full payment must reach the Licensor before delivery takes place.

6.2 Quality and Format

The Licensor provides the Image Material in standard formats (typically JPEG or TIFF) and with a resolution suitable for the intended use. If specific formats or resolutions are required, this must be specified at the time of order.

6.3 Attribution

Unless otherwise agreed in writing or if technically impossible, the Licensee shall provide appropriate attribution to the Licensor in accordance with the following formats:

For printed material: ”© [Year] HallinMedia / hallin.media”
For digital material: ”© [Year] HallinMedia” with hyperlink to hallin.media
For social media: “@williamhallinn” or other platform-specific tags as agreed

Full attribution requirements can be found in our Publishing Guidelines.

7. Ownership and Copyright

7.1 Retention of Copyright

The Licensor retains all copyright and other intellectual property rights to the Image Material. Nothing in this Agreement shall be construed as a transfer of copyright or other intellectual property rights to the Licensee.

7.2 Third Party Claims

The Licensor warrants that the Image Material does not infringe on the copyright of any third-party. This warranty does not cover use contravening the terms of this Agreement or use where the Licensee has modified the Image Material.

If the Image Material becomes subject to legal claims from third parties, the Licensee must immediately inform the Licensor and collaborate in a reasonable extent with the Licensor to address such claims.

8. Liability and Warranties

8.1 Licensor Warranties

The Licensor warrants that:

The Licensor has the right to grant the licenses specified in this Agreement
The Image Material, in its original condition, does not infringe on the copyright of any third party
The Licensor has obtained any necessary consents from identifiable persons portrayed in the Image Material for use within the areas of use set forth in the standard license

8.2 Limitation of Liability

The Licensor is not liable for:

Indirect damage, consequential damage or special damage arising out of or in relation to this Agreement
Damages exceeding the amount paid by the Licensee for the license
Loss or damage caused by the Licensee’s use of the Image Material outside the scope of the license
Problems arising out of the Licensee’s modification of the Image Material

8.3 Licensee Liability

The Licensee is responsible for:

Ensuring that the use of the Image Material occurs within the granted license
Obtaining all necessary additional permissions for specific use not covered by the standard license
Ensuring that the use does not infringe third party rights or violate applicable legislation

9. License Breach and Default

9.1 Reporting and Corrective Measures

If the Licensee discovers that it has exceeded the scope of the license or otherwise breached this Agreement, the Licensee shall immediately:

Cease the unauthorized use
Notify the Licensor of the violation
Cooperate with the Licensor to resolve the situation

9.2 Consequences of Breach

In the event of a material breach by the Licensee, the Licensor has the right to:

Immediately terminate the license without refunding the License Fee
Demand that all use of the Image Material immediately ceases
Demand the removal of the Image Material from all media where it is used
Invoice retroactively for unauthorized use according to the applicable price list, plus administration fee
Take legal action to protect its intellectual property rights

10. Agreement Term and Termination

10.1 Agreement Term

This Agreement shall come into effect upon acceptance of its terms by the Licensee, whether through express consent or through use of the Image Material, and shall remain in effect during the entire License Period, unless terminated prior to expiration in accordance with the terms of this Agreement.

10.2 Renewal

The license will not be automatically renewed at the end of the License Period. For continued use after the expiration of the License Period, a new license must be obtained.

10.3 Termination

The Licensor has the right to terminate this Agreement with immediate effect if the Licensee:

Breaches a material provision of this Agreement
Goes into bankruptcy or is subject to liquidation
Fails to pay the License Fee within the stipulated time

Upon termination, the Licensee shall immediately cease all use of the Image Material and, if requested, confirm in writing that all copies of the Image Material have been deleted or destroyed.

10.4 Provisions Surviving Termination

The following provisions of the Agreement will continue to apply even after termination of the Agreement:

Provisions regarding ownership and copyright
Confidentiality provisions
Limitations of liability
obligations to delete or return material

11. Miscellaneous

11.1 Amendments

Amendments or additions to this Agreement must be made in writing and signed by both parties to be valid.

11.2 Transfer

The Licensee may not transfer its rights or obligations under this Agreement without the prior written consent of the Licensor.

11.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior agreements, discussions and negotiations between the parties.

11.4 Severability

If any provision of this Agreement is found to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted, while the remaining provisions of the Agreement remain in full force and effect.

11.5 Force Majeure

No party shall be liable for delays or failure to perform its obligations under this Agreement if such delay or failure is due to circumstances beyond the reasonable control of the party.

12. Dispute Resolution

12.1 Applicable Law

This Agreement shall be construed and governed in accordance with Swedish law, without regard to its conflict of laws rules.

12.2 Dispute Resolution Process

The parties shall attempt to settle all disputes arising in connection with this Agreement through negotiations in good faith. If the dispute cannot be resolved through negotiations within 30 days, the dispute shall be finally settled by Swedish court, with Skellefteå District Court as first instance.

13. Contact Information

For questions about this Agreement or to request special licensing arrangements, please contact:

Email: [email protected]
Phone: +46 70-615 92 79
Website: www.hallin.media