1. PARTIES

These License Terms are binding on You. “You” means:

1. 1. (a) the individual listed as the registrant of the account through which Site access privileges have been granted (“User”), and
   2. (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 a 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
   1. a. Rights Limited to Those Expressly Granted.
   2. 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 VXP that authorizes you to use the Content (a “License Agreement”) or a written invoice issued to you by VXP 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.
      1. b. All Licenses Subject to Applicable Restrictions.
      2. 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 VXP 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notices or geographic restrictions, as well as all “advisory”, “on-line out”, “mobile out”, “wireless out” and/or “not for publication” or comparable notices, or restrictions as to time, manner, industry, the territory of use and/or required pre-approvals.
      3. 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 VXP 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 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. VXP has the right to terminate Your rights under Section 2.2 with respect to any Content for any or no reason. Such termination shall be effective immediately upon notice from VXP. Anything in this Agreement to the contrary notwithstanding, You engage in Preview Use at Your own risk, and VXP 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-user basis (“Rights Managed Content”). Except for Content that VXP 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.

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 VXP, any cropped or reformatted Content will be owned by VXP, and You hereby assign to VXP 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.

VXP is a private newsgathering cooperative in the business of gathering and distributing visual news content. Accordingly, the substantial majority of Content licensed by VXP 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 the 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 VXP nor 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 for connection with Your use of any Content pursuant to a License Agreement if any. You shall ensure that VXP and its licensors are beneficiaries of such permissions, licenses, clearances and/or releases, and You shall indemnify and hold VXP 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, VXP will make a copy of such release available to You, redacting (at VXP’s election) any personally identifiable information until such time as You have purchased rights in said Content. Notwithstanding the foregoing, VXP 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 for 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:

• 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.

• 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.

• 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.

• 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.

• 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 the provision of a credit line as specified in the metadata, You shall not use any of the trademarks or service marks of VXP without VXP’s prior written consent.

• 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 VXP 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 BACKUP COPIES

Unless otherwise expressly specified in an applicable Invoice or License Agreement, You may store for backup 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.