Terms and Conditions

Defined Terms

"Content" means all images including digital images, transparencies, negatives, and related metadata, text, captions or information provided for the purposes of reproduction for a fee on a per-use basis.

"Reproduction" and and "Reproduce" mean any form of copying or publication of the whole or a part of any Content, via any medium and by whatever means.

"Invoice" means a computer-generated or pre-printed invoice provided in paper or electronic form by Triple Play New Media (TPNM) without limitation, the permitted scope of use of Content selected by Licensee, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Content. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

Grant of License and Restrictions

Unless stated otherwise in writing, Triple Play New Media grants to Licensee a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce Content identified in the Invoice, solely to the extent explicitly stated in this Agreement. Use of Content is strictly limited to the medium, period of time, print run, placement and size of Content, territory and any other restrictions specified in the Invoice.

Content may contain listed restrictions of use (either on the Invoice, a specific Content web page, and/or editorial list), including, without limitation, restrictions as to time, manner, industry and territory of use.

Content may only be used in an editorial manner, relating to events that are newsworthy or of public interest, and may not be used for any commercial, promotional, advertising or merchandising use.

While Triple Play New Media makes efforts to correctly caption the subject matter of the Licensed Material, TPNM does not warrant that such information is accurate.

Content may not be used as a trademark, or for any pornographic or unlawful purpose or use of any kind. Defamation of any person, or to violate a person's right to privacy or to infringe upon any copyright, trademark or trade name of any kind is strictly prohibited.

Content may be cropped but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without express written permission from TPNM.

Licensee grants to Triple Play New Media the irrevocable, perpetual, royalty-free, non-exclusive right and license to use Licensee's End Use of Content solely for the promotion of TPNM and use of TPNM Content. For purposes of this paragraph, "End Use of Content" shall mean any end product produced by Licensee pursuant to this Agreement, including but not limited to use in magazines, books, feature films, television productions, and other print.

Photo Credit and Copyright

Triple Play New Media and/or its contributing photographers, Content Providers or third-party image partners, own all copyrights in the Content. No ownership or copyright in any Content shall pass to Licensee by the issuance of the License contained in this Agreement. Except as expressly stated in this Agreement, TPNM grants Licensee no right or license, express or implied, to the Content.

Photo Credit: In respect to Editorial use of Content, the following photo credit must appear adjacent to the use of Content: "[Photographer's Name]/[Third-Party Image Partner, if any]/Triple Play New Media" or as otherwise specified on the specific Content web page. If Licensee omits the proper credit, Licensee will be charged triple the original license fee.

Releases: Triple Play New Media gives no rights and makes no warranties with regard to the use of people, names, trademarks, logos, registered, unregistered or copyrighted designs or works of art depicted in any Content. Unless otherwise agreed in writing, no model, property, team logo, trademark or other releases are delivered by TPNM in connection with the delivery of Content. Licensee bears the responsibility of obtaining all necessary individual, property, team logo, trademark and other releases, approvals and clearances from third parties prior to using the Content.

Trademarks: Except for credits as required above, Licensee may not use the trade names, trademarks, logos or service marks of Triple Play New Media without express prior written permission.

Notice of Violations: Licensee will immediately notify Triple Play New Media once it is made aware of or suspects that any third party is wrongfully using the Content, in whole or in part, or is violating any of Triple Play New Media's intellectual property rights, including, but not limited to, Marks and copyrights.

Warranty and Limitation of Liability

Triple Play New Media and its Content Providers make no warranty of any kind, express or implied, regarding the a) Content, b) caption information, c) any third party digital delivery systems, d) the availability and operation of any third-party equipment, software or service, e) continued access and operation or availability or interruption of this digital archive and delivery platform or any rights and licenses under this Agreement. Triple Play New Media will not be liable for any damages arising from the use of this site or unavailability of the site, including, but not limited to, lost profits and direct, indirect, incidental and consequential damages.

Indemnification

Licensee: Licensee shall defend, indemnify and hold Triple Play New Media and its respective officers, directors and employees harmless from all damages (except punitive damages), liabilities, and expenses (including reasonable legal fees and permitted and authorized costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Content or any breach of this Agreement.

Triple Play New Media: Provided Content is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, Triple Play New Media agrees to indemnify and hold Licensee and its parent, subsidiaries, and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages), costs, and expenses (including reasonable legal fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by Licensee pursuant to and in accordance with this Agreement infringes on any copyright of any third party. The foregoing states TPNM’s entire indemnification obligation under this agreement and licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in the section above.

Miscellaneous

Unauthorized Use: Any use of Content in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Triple Play New Media to exercise all rights and remedies available to it under copyright laws around the world. TPNM in its sole discretion reserves the right to bill Licensee (and Licensee hereby agrees to pay) ten times the license fee for unauthorized use of Content. This statement in no way limits TPNM’s rights or the rights of an TPNM Content Provider or third-party image partner or remedies said parties can seek in connection with the unauthorized use of Content or breech of this Agreement.

Overdue Invoices: If Licensee fails to pay Triple Play New Media’s invoice in full within the time specified in the Invoice, TPNM may add a service charge of one and one half percent (11/2 %) per month or the greatest amount as is allowed by law, on any unpaid balance until payment is received. TPNM also reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time.

Electronic Storage: For all Content that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Triple Play New Media and the image number or other identification number associated with the Content as may be included as part of the electronic file. Licensee will make reasonable effort to safeguard against unauthorized third party access to the Content. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Content from its computer or other electronic storage systems and shall ensure that its sub-contractors do likewise.

Governing Law and Venue: This Agreement shall be interpreted, construed and governed by the laws of the State of Illinois, USA and shall not be governed by the 1980 United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. Venue for all disputes arising under this Agreement shall lie exclusively in the state and federal courts located in Triple Play New Media. In the event of a dispute over breach of the Agreement between Triple Play New Media and Licensee where TPNM prevails, Triple Play New Media shall be entitled to recover its reasonable legal expenses and court costs.

No Waiver Or Severability: No action by Triple Play New Media, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of these Terms. If any clause in these Terms is found to be unenforceable, wherever possible, this will not affect any other clause and each will remain in full force and effect. We reserve the right to change these Terms, the Content displayed on this site, any license or product prices contained on the site and any information or license terms without prior notice.

Legal Notice

This is a Legal Agreement between you (Licensee) and Triple Play New Media (TPNM). This Agreement applies to any and all Licenses issued by Triple Play New Media and applicable to online, digital and physical delivery of Content. Access and use of this site is subject the following Terms and Conditions (Terms). Your use of this site constitutes your acceptance of the Terms. If you do not agree with the Terms do not use this site. Please contact Triple Play New Media if you do not understand any portion of this Agreement. No variation of these terms or conditions shall be effective unless agreed to in writing by Triple Play New Media and Licensee.

Website and Content

Triple Play New Media and its Content Providers retain all title, right and interest to all copyrights, trademarks and trade secrets to the content on this site. All content is the copyright of Triple Play New Media and must not be used for any purpose without the limited licenses specified in this Agreement.

All elements of Triple Play New Media’s site, including, but not limited to, the general design and the Content, are protected by copyright, trademark and other laws relating to intellectual property rights. Except as explicitly permitted under this or another written license or agreement with TPNM, 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 exclusive property of TPNM, its Content Providers or its third-party image partners. You shall indemnify TPNM, its affiliates and licensors against any losses, expenses, costs or damages incurred by any or all of them as a result of your breach of these Terms or your unauthorized use of the Content or site.

Use of Site

This site and its content are intended for customers of Triple Play New Media. Customer includes a) individual listed as the registrant to the TPNM site or b) registrant acting as an agent on behalf of an Employer or Third Party. Content and end use of this site is solely for the benefit of the registrant and registrant's Employer or Third Party. Any other use of Content and this site by registrant and registrant's Employer or Third Party must be obtained through a separate agreement. Any use of the Content, this site or any of its functionality for a purpose not permitted by these Terms is grounds for the immediate termination access and use of this site without notice.

Trademark " Triple Play New Media " is trademark of Triple Play New Media. All other trademarks logos and service marks (collectively, the "Trademarks") appearing on the site are Trademarks of their respective owners. Nothing contained on the site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the site without the written permission of its respective owner. Your use of the Trademarks displayed on the site except as provided in these Terms is strictly prohibited.

Disclaimers

This site and its Content are provided by Triple Play New Media and its Content Providers "as is" and without any warranty of any kind, express or implied, regarding the Content, its online systems, continued access or availability or interruption of service or any rights and licenses under this Agreement. Triple Play New Media will not be liable for any damages arising from the use of this site or unavailability of the site, including, but not limited to, lost profits and direct, indirect, incidental and consequential damages.

Although Triple Play New Media uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, we make no representations or warranties as to the Content's accuracy, correctness or reliability. Triple Play New Media is not liable, nor makes any warranties, for a) any claims made against Content which has been modified by Licensee, b) has been combined by Licensee with other Content, text, products or materials and c) Triple Play New Media has notified Licensee not to use Content prior to the start of the Term of the license for the applicable Content.

This site may contain hyperlinks to other websites. However, these other websites are not controlled by Triple Play New Media and we are not responsible for any content contained on any such website or any loss or damage suffered by you in relation to your use of such websites. Triple Play New Media is not liable, nor makes any warranties, regarding the inclusion of links to outside websites or your use of those websites.

Governing Law and Venue

This Agreement shall be interpreted, construed and governed by the laws of the State of Illinois, USA and shall not be governed by the 1980 United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. Venue for all disputes arising under this Agreement shall lie exclusively in the state and federal courts located in Illinois. In the event of a dispute over breach of the Agreement between Triple Play New Media and Licensee where TPNM prevails, Triple Play New Media shall be entitled to recover its reasonable legal expenses and court costs.

Miscellaneous

No action by Triple Play New Media, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of these Terms. If any clause in these Terms is found to be unenforceable, wherever possible, this will not affect any other clause and each will remain in full force and effect. We reserve the right to change these Terms, the Content displayed on this site, any license or product prices contained on the site and any information or license terms without prior notice.