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License Conditions for Dialoogle Picture Cards

TERMS AND CONDITIONS

Registering For A Dialoogle Account

To obtain access to our images, you have to apply for a Dialoogle account and you agree to provide complete, true and accurate information. Dialoogle reserves sole discretion over whether to grant you an account, and you agree to access the authorized sections of the web site and your account only by using the account number and password supplied to you by Dialoogle.

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. You agree that you shall not acquire any rights of use, ownership, or bailment as a result of using any Dialoogle account or web site or related services. At anytime, you may request your account access to be restricted, but Dialoogle reserves the right to delay your request until all requirements of this Agreement are met. Only accounts without any activity related to the site's services or products, can be permanently deleted. Accounts with activity will be blocked and archived on our servers for further reference. Access to these accounts is limited and provided only to a part of the Dialoogle admin staff, for legal purposes.

After acquiring a credits package or subscription, you can download images using the license available on our site. The license is awarded to the account owner. This is a one-person license and can be used only by the account owner. If the image is to be used by more employees, then Dialoogle shall be contacted and a separate agreement has to made with Dialoogle.

NONE OF OUR IMAGES MAY BE RESOLD OR REDISTRIBUTED BY ANY MEANS, OR MADE AVAILABLE FOR REDISTRIBUTION OR RESALE BY A THIRD PARTY WITHOUT DIALOOGLE’S SEPARATE WRITTEN CONSENT.

Dialoogle’s Analog and Digital Picture Cards License Agreement

1. Definitions. In this Agreement the following definitions apply:

1.1 “Licensed Material” means any image, visual representation generated optically, electronically, digitally or by any other means, including any prints, original digital files, or any copies thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Dialoogle under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.

1.2 “Licensee” means the registered account owner. 

1.3 “Reproduction” and “Reproduce” mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.

1.4 “User” means the account owner who: (i) downloads and saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilizing the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:

2.1 Dialoogle grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to use the Licensed Material for personal use only and allow the Licensed Material to be viewed by employees, partners and clients of Licensee.

3. Restrictions

3.1 Licensee may not: (i) make the Licensed Material available  in any medium accessible by persons other than authorized Users; or (ii) make the Licenced Material available in any medium or manner intended to allow or invite a third party to download, extract or access the Licensed Material as a standalone file, such as for a screensaver.

3.2 Licensee may not, without obtaining the prior written consent of Dialoogle : (i) include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (ii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of “on demand” products (e.g., products in which Licensed Material is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items.

3.3 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material.

3.4 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of Dialoogle.

3.5 If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.

3.6 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.

3.7 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Dialoogle does not warrant the accuracy of such information.

3.8 If the Licensed Material is Reproduced on a social media or other third party website, the rights granted herein shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement.

4. Credit and Intellectual Property

4.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Dialoogle grants Licensee no right or license, express or implied, to the Licensed Material.

4.2 Trademarks. In connection with the use of “Dialoogle” or any other of Dialoogle’ or its partners’ trade names, trademarks, logos or service marks, including the names of all Licensed Material collections (“Marks”), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Dialoogle or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of Dialoogle’ Marks.

4.3 Photo Credit. All Licensed Material used in an editorial context, must include the following credit line adjacent to the Licensed Material: “[Imagery] Dialoogle” . If Licensee omits the credit, an additional fee in an amount up to 100$ may be payable by Licensee, at Dialoogle’ sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Dialoogle may have at law or in equity.

4.4 Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credit(s), substantially in the following form: “ [Imagery] supplied by Dialoogle”.

4.5 Notice of Violations. Licensee will immediately notify Dialoogle if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Dialoogle’ intellectual property rights, including, but not limited to, Marks and copyrights.

5. Warranty and Limitation of Liability

5.1 Dialoogle warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licensee’s use of the Licensed Material in accordance with this Agreement and in the form delivered by Dialoogle (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicityl.

5.2 DIALOOGLE DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DIALOOGLE SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF DIALOOGLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. DIALOOGLE SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

6. Indemnification

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee’s sole and exclusive remedy for any breach of the representations and warranties set forth in Section 5.1(ii)-(iii) above, Dialoogle shall, subject to the terms of Section 5.2 above and Section 6.3 below, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or as a result of claims by third parties (“Claims”) relating to any actual or alleged breach by Dialoogle of its warranties set forth in Section 5.1(ii)-(iii) above. Dialoogle shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Licensee’s modification, overlay or re-focusing of the Licensed Material, where the Claim would not have arisen but for the modification, overlay or re-focusing made by Licensee; (ii) the context in which Licensed Material is used; where the Claim would not have arisen but for such context; (iii) Licensee’s failure to comply with the terms of this Agreement.

6.2 Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Dialoogle and its parent, subsidiaries, commonly owned or controlled affiliates, content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys’ fees), arising out of or as a result of claims by third parties relating to Licensee’s use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.

6.3 The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party’s option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

7. Unauthorized Use and Termination

Any use of Licensed Material in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Dialoogle to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Dialoogle’ other remedies under this Agreement, Dialoogle reserves the right to charge and Licensee agrees to pay a fee up to  500$ for the unauthorized use of the Licensed Material. Dialoogle reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from Dialoogle relating to the Licensed Material; (ii) fails to pay the License Fee in full within the time specified in the Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Dialoogle, return to Dialoogle the Licensed Material.

8. Miscellaneous Terms

8.1 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to Dialoogle, including by providing Dialoogle with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Material is Reproduced. In addition, upon reasonable notice, Dialoogle may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Dialoogle of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Dialoogle the amount of such underpayment, Licensee shall also reimburse Dialoogle for the costs of conducting such audit. Where Dialoogle reasonably believes that Licensed Material is being used by more than the authorized number of Users, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Dialoogle’ request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Dialoogle.

8.2 Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Dialoogle, the Licensed Material’s identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.

8.3 Withdrawal. Upon notice from Dialoogle, or upon Licensee’s knowledge that any Licensed Material may be subject to a claim of infringement of another’s right for which Dialoogle may be liable, Dialoogle may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Dialoogle shall provide Licensee with comparable Licensed Material (which comparability will be determined by Dialoogle in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

8.4 Governing Law/Arbitration. This Agreement will be governed in all respects by the laws of Denmark, without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection by The Danish Institute of Arbitration.     

8.5 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, 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.

8.6 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 any other occasion.

8.7 Entire Agreement. This Agreement is intended for business customers of Dialoogle and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Dialoogle and accepted in writing by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.

8.8 Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee.