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:
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:
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.
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.
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.