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Party A: Licensee
Party B: Panorama Media
PanoramaMedia’s brand and trademark are property of Beijing PanoramaMedia Network Technology Co., Ltd.（hereinafter referred to as “PanoramaMedia” ） and Quanjing.com is the website of PanoramaMedia’s operation platform. Party B states that the copyrights of the materials (including photos, illustrations, vectors, audio, video, etc.) displayed and sold by the parties are property of PanoramaMedia and its partners or contributors, protected by the intellectual property laws and other relevant laws of the People’s Republic of China. PanoramaMedia and/or its partners and contributors reserve all other rights not expressly granted to Party A herein. In accordance with the relevant provisions of “Company Law of the People’s Republic of China”, both parties enter into following agreement on the copyrighted picture service matters on the basis of mutual benefit through friendly negotiation.
Article 1 License and restrictions
The license hereunder is a single license granted to one natural person or enterprise only to download, and use the material contents. Party B acknowledges the license granted to Party A to download and use images with its account after logging in the agreed account only and does not recognize any other non-account downloading behavior (including but not limited to, downloading with sample image download function and other means).
Party B hereby grants Party A the non-exclusive, non-transferable permanent license of material use within the mainland of China. On the premise of compliance with this provision and the restrictions mentioned in Article 2 hereof, Party A shall use, modify, and copy images in the following ways:
1. Using in digital forms, including social networking, mobile advertising, mobile apps, software (limited to non-sales software only), e-greeting cards, electronic publications (news sites, e-books, e-magazines, blogs, etc.) ;
2. Printing in physical forms, including
(1) Pamphlets, albums, folders, posters, and printed materials at exhibition booths or retail outlets;
(2) Business publicity and physical media (advertising excluded), including magazines, newspapers and books (for individual non-commercial use (not for reselling, downloading, distribution or any commercial purposes);
3. In the event that Party A creates derivative works based on one or more images purchased from Party B, or incorporates one or more materials purchased from Party B in the derivative works, all rights in the materials used shall remain the property of PanoramaMedia or contributor of the images, and Party A’s right to use the materials shall be still subject to the terms and restrictions hereof.
(2) Restrictions on the license
Party A shall not have any of following circumstances during the use:
1. Using beyond the scope agreed and allowed by the terms hereof;
2. Sharing with third parties, including sharing material purchased from Party B or providing material to any third party on digital asset management systems, the Internet, shared hard drives or similar devices for the purpose of sharing or transferring materials;
3. Reselling, redistributing, sharing or otherwise transferring any material;
4. Using as a constituent element of a digital template, including but not limited to software, programs, e-greeting cards and other digital products for sale or distribution;
5. Using material in a way infringing third party’s trademarks or other intellectual property rights, or being suspected of fraudulent advertising or unfair competition;
6. Using images in an offensive manner for the characters in the materials, including but not limited to using for the following purposes:
(1) In pornography or similar situations, dating services or similar situations;
(2) For defamation or other purposes with illegal, offensive or unethical contents; using materials containing portraits to imply that the model in the image is involved in any unethical or illegal act or suffers from physical or mental debilitation, disease or unhealthy condition;
(3) Making advertising and publicity of tobacco, medical, pharmaceutical, cosmetic and health care products.
7. Making a false statement that image was created by someone other than Party A or the copyright holder of the image in the express or implied manner;
8. For any purpose, using an automated program, application, robot or similar program to access Party B’s website or any content thereof, including (for example only) downloading images, or indexing or caching contents of Party B’s website (http://www.quanjing) .com).
Article 2 Presentations and warranties
Party A may submit the materials to a third party to print and/or produce the products containing the images in accordance with the terms hereof. However, the end user of the materials must be Party A. Party A agrees to take reasonable commercial measures to prevent third parties from copying and using any images.
Party A agrees that Party A shall hold harmless and indemnity Party B and its suppliers against any damages or any similar liabilities caused by the use of the pictures for the purpose other than those expressly licensed hereunder. Party A further agrees that Party A will compensate Party B for all expenses and costs caused by any fault of Party A under the terms of this agreement or any other agreement with Party B.
Party B represents and warrants as below:
1. The downloading and use of unmodified image in strict accordance with the provisions hereof and the provisions of current laws will neither infringe any copyright, trademark or other intellectual property rights, nor violate any third party’s privacy right or portrait right;
Party B does not make any other presentation or warranty except above contents stated;
2. If the licensed materials are used in editing mode, Licensee must indicate “(Name of Photographer/Brand)/BrandMedia” or in the form designated by PanoramaMedia next to the licensed materials.
3. The execution, performance, interpretation, dispute settlement and all matters relating hereto shall be governed by the laws of the People's Republic of China. All disputes arising herefrom shall be negotiated in good faith. If negotiation fails, either party may apply to the Beijing Arbitration Commission for arbitration. The arbitral award is final and binding on both parties.
4. This agreement comes into force immediately since Party A has paid off the license fee.
5. If Party A has any fault under the provisions hereof, Party B shall have the right to terminate Party A’s account without notifying Party A. Termination of the account includes other legal rights of Party B. If the account is terminated due to any fault under the provisions hereof, Party B shall have no obligation to refund to Party A.
6. This agreement is made in two originals and each of parties holds one, with equal effect.