Terms and Conditions

License Agreement,

This License Agreement incorporates the terms of all Agreements which can be found on or through links provided on our website at www.procyclingimages.com.

Any term found in these Agreements applies to this License Agreement too, unless a term in this agreement contradicts it.

By downloading any Media from the Site, by making any Use of the Media, or by indicating Your acceptance of this Agreement in any other way, You agree to the terms of this License Agreement.

The Site is owned and operated by BIC Radu Razvan. (“Us”, “We”, or “Our”), a company incorporated in terms of the company laws of France and also includes reference to our holding company and its subsidiaries. Use of the Site indicates your consent with this Agreement and if you do not agree, you should not access or use the Site.

This website relies on technology provided by the Photo-Deck(PD) Service. Registering, using or making a purchase on this website creates a user account on the PD Service and their Tems and Conditions and PD's Privacy Policy apply in addition to this agreement.

procyclingimages.com may revise and update these License Agreement at any given time without notice. You should review this Agreement periodically. Your continued access or use of the Site after any changes to this agreement will constitute your acceptance of these changes.



License Types:

1. DEFINITIONS

The following words and phrases have these meanings in this Agreement:

Agreement” means this License Agreement as well as the PD's Terms and Conditions and PD Privacy Policy and Order Confirmation, which are deemed to form part of the Agreement.

CPA” means the Consumer Protection Act No. 68 of 2008.

Intellectual Property Rights” means copyright, patents, registered designs, trademarks (whether registered or not), trade secrets, database rights, design rights, service marks and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions that grant similar rights.

"Model Release" is a document which is attached to the media which depicts a person and represents the agreement of that person to the sale of the media on the Site

"Property Release" is a document attached to the media which depicts a work which is protected by copyright rules such as architecture, art, trademarks, symbols, logos and recognizable products, which represent the authorization to shoot and to then sell the images as a commercial work.

License Date” means the date on which the license begins as described in clause 10.1.

License Fee” means the amount payable in respect of licensing the Licensed Media from Us as set out in the Membership Agreement.

Licensed Media” means Media that You are licensed to Use in terms of this Agreement.

Media” means photographs, images, vectors, films, videos, animations or other audio / visual media offered for distribution through the Site and includes portions and adaptations thereof.

Order Confirmation” means the confirmation that We send to You that confirms the Terms of Your order for Media.

Permitted Use” means the way You are allowed to Use the Licensed Media (see the Terms).

Prohibited Use” means a Use of the Licensed Media that is not a Permitted Use and/or that is described as a prohibited use.

Site” means Internet World Wide website at URL www.radurazvan.com or another URL that We may use for these purposes.

Terms” means the “Standard Commercial License”, “Standard Editorial License”, “Extended Commercial License”, “Extended Editorial License”, “Exclusive Rights Managed License”, “99% Buy-out Commercial License” and / or “99% Buy-out Editorial License” terms as described in clauses 5, 6, 7, and 8.

Us”, “We” or “Our” means Radu Razvan Gheorghe BIC, a company incorporated in terms of the company laws of France , and also includes reference to our holding company and its subsidiaries.

Use” in relation to the Media means to reproduce, publish, perform, broadcast, transmit, adapt and/or create derivative works from the Media.

Working Day” means any day other than a Saturday, Sunday or official public holiday in France.

You” or “Your” refers to you, or your employer or any other entity that you have full legal authority to bind and may be accepting this Agreement on behalf of.

2. AGREEMENT

2.1Acceptance. By downloading any Media from the Site, by making any Use of the Media, or by indicating Your acceptance of this Agreement in any other way, You agree to the terms of this Agreement.

2.2 Separate Agreements. This is not a master agreement: each time You download Media, You enter into a separate License Agreement for that Media.

2.3 Incorporation. This Agreement consists of this document and also incorporates (the terms of the Membership Agreement) and the Order Confirmation. the other agreements on the site including PD's Agreements.

2.4 Conflict. If there is any conflict between the contents of this document and the contents of the PD Terms and Conditions and PD Privacy Policy or Order Confirmation (or other agreements), then the provisions of this document will prevail.

3. GRANT OF LICENSE

You may not make any Use of the Media without agreeing to the terms of this Agreement.

3.1 Commencement of License. The license as described in this clause will only come into being upon payment in full of the License Fee, which will be confirmed by the Order Confirmation.

3.2 Dispute. If there is a dispute between the parties relating to the payment of any License Fee, or the Use to which You put the Licensed Media, We may at Our sole discretion suspend the operation of the license for the period of the dispute.

3.3 Grant of License. We grant You a non-exclusive, non-assignable and worldwide license to Use the Licensed Media subject to the Terms selected by You and reflected on the Order Confirmation. Note that the license only applies to the resolution of Media that You selected in your order.

3.4 Breach of License. Any Use of the Licensed Media not listed as a Permitted Use, or which is listed as a Prohibited Use will be a material breach of this Agreement and an infringement of copyright.

3.5 Retention of Rights. Despite anything that may appear elsewhere in this Agreement:

All rights in and to the Media, including Intellectual Property Rights, are retained by Us.
Nothing in this Agreement is to be interpreted as an assignment of any Intellectual Property Rights in the Media to You or to any third party.
We will own the Intellectual Property Rights to any adaptations made to the Media.

3.6 Inquiries. If You are not certain whether a proposed activity is a Permitted Use or a Prohibited Use, You should contact Us using the contact details published on the Site.

4. USER RESTRICTIONS

4.1 The Standard License (Commercial and Editorial) is for one single user. Only one (1) may access Your account on radurazvan.com, download Licensed Media and use Licensed Media.

4.2 The Extended License (Commercial and Editorial), The Exclusive (Rights Managed) and The 99%Buy-out License (Commercial and Editorial) allow a multiple user license option. No more than five (5) employees can use the Licensed Media which cannot be used by subcontractors or other third parts unless otherwise provided in writing by the Us. You must contact us to get written permission for such kind of license.

4.3 You will be responsible for the way each of your employees will use the Licensed Media. We reserve the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If We determine that you are in breach of this or any other term of this agreement, We may suspend access to your account and seek further legal remedies.

4.4 If you plan to use any Media in a sensitive matter you must contact us to explain in detail your needs and to obtain a written permission from us for such a use.

5. STANDARD COMMERCIAL LICENSE

The terms in this clause apply to all Use of the Commercial Licensed Media, and the terms set out in this clause are also included in all of the other Terms.

5.1 The Standard Commercial License is for one single user. Only one member of your company can use your account on the site to download and use the media.

5.2 Permitted Use.

Permitted Use of Licensed Media subject to this license is restricted to the following:

5.2.1. Only You are allowed to Use the Licensed Media, but You may transfer files containing Licensed Media to Your clients, printers, Internet Service Provider and the like to facilitate Your Use as described in the Permitted Uses, but You must ensure that they do not make any other Use of the Licensed Media.

5.2.2Use in advertising and promotional projects with less than 500 000 impressions. This includes printed materials, posters, product packaging, presentations, film and video presentations, commercials, catalogs, brochures, promotional greeting cards and promotional postcards (not for resale or license);

5.2.3 entertainment applications with less than 500 000 impressions, such as books and book covers, magazines, newspapers, editorials, newsletters, video, broadcast and theatrical presentations;

5.2.4 on–line or electronic publications with less than 500 000 impressions. This includes web pages to a maximum of 1200 x 800 pixels for an image or illustration or to a maximum of 640x480 for video (but not within templates for sale); and any other Uses that We approve in advance in writing.

5.3 Prohibited Use.

You may not do anything with the Licensed Media that is not expressly described as a Permitted Use. You may not Use the Licensed Media in products for resale, license or other distribution unless You purchase an Extended License Agreement. Any Use of the Licensed Media that is not a Permitted Use will constitute a breach of this license and infringement of copyright. Prohibited Use includes, but is not limited to:

5.3.1 Use of the Licensed Media in design templates intended for resale, whether online or not, including, without limitation, website templates, flash templates, business card templates, electronic greeting card templates, and brochure design templates;

5.3.2 Use or display of the Licensed Media on websites or other venues designed to induce or involving the sale, license or other distribution of any products, including postcards, mugs, T-shirts, posters and other items, as well as “on demand” products;

5.3.3 Use of the Licensed Media in any products for “on demand” resale, license or other distribution for profit, such as postcards, mugs, T-shirts, posters and other items;

5.3.4 Reproduction, either individually or in combination with others, of the Licensed Media, or any element of the Licensed Media, 500 000 times or more without obtaining an Extended License. However, You are allowed to Use the Licensed Media 500 000 times or more when Used in advertisements on websites or televised broadcasting, web-cast or theatrical production;

5.3.5 Use of the Licensed Media or a portion or adaptation thereof as part of a trademark, design trade name, businessmen, service mark, logo or get-up;

5.3.6 Incorporation of the Licensed Media into any product that results in the re-distribution or re-Use of the Licensed Media or is otherwise made available in a manner such that a person can extract or access or reproduce the Licensed Media as an electronic file;

5.3.7 Use of the Licensed Media in a fashion that We (acting reasonably) consider to be pornographic, obscene, immoral, infringing of Intellectual Property Rights, defamatory in nature, or that would be reasonably likely to bring any person or property reflected in the Licensed Media into disrepute;

5.3.8 Use or display of any Media that features the model or person in a manner that may constitute identity theft. This includes Using the Licensed Media as part as an avatar or any other manner that falsely depicts the Model to be someone he or she clearly is not;

5.3.9 Use or display any Media that features a model or person in a manner that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavors;

5.3.10 Use that depicts such a model or person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Licensed Media;

5.3.11 to the extent that source code is contained within the Licensed Media, reverse engineer, decompile, or disassemble any part of such source code;

5.3.12 removal of any notice of copyright, trade-mark or other proprietary rights from any place where it is on or embedded in the Licensed Media (an example of this would be to edit the IPTC data);

5.3.13 sub-license, re-sell, rent, lend, assign, donate or otherwise transfer or distribute the Licensed Media or the rights granted under this Agreement;

5.3.14 make available copies of the Licensed Media on a network server or web server for Use by others; and

5.3.15 Use or display the Licensed Media in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.

5.4 Excess Production Run.

If You wish to have a production run of 500 000 or more impressions of the Licensed Media, You must purchase an Extended License from Us.

5.5 Acknowledgement.

When incorporated into print, film, broadcast productions or video products, You must include a copyright attribution in substantially the following form: “Media courtesy of Radu Razvan , Used by Permission”.

6. STANDARD EDITORIAL LICENSE

The terms in this clause apply to all Use of the Editorial Licensed Media, and the terms set out in this clause are also included in all of the other Terms.

6.1 The "Standard Editorial License" refers to a media presenting one or more identifiable persons and/or visible logos for which we don't have attached to the file a model release and/or a property release. In this case, the media may be newsworthy and depicts an event from a social, cultural or sports scene.

6.2 You are solely responsible for the usage given to such Media. Please consider that editorial Media are not meant for commercial usage and using them in a commercial context is against editorial terms.

6.3 Permitted Use.

Permitted Use of Licensed Media subject to this license is restricted to the following:

6.3.1. Only You are allowed to Use the Licensed Media, but You may transfer files containing Licensed Media to Your clients, printers, Internet Service Provider and the like to facilitate Your Use as described in the Permitted Uses, but You must ensure that they do not make any other Use of the Licensed Media.

6.3.2 Exclusive use in editorial, non-commercial printed projects with less than 500 000 impressions to illustrate truthful articles or broadcasts appearing in magazines, newspapers or any other editorial context. This includes printed magazines, newspapers, editorials, books, editorial film, and video projects.

6.3.3 on–line or electronic editorial noncommercial publications with less than 500 000 impressions to illustrate truthful articles or broadcasts appearing in magazines, newspapers or any other editorial context. This includes editorial noncommercial web pages to a maximum of 1200 x 800 pixels for an image or illustration or to a maximum of 640x480 for editorial noncommercial video.

6.3.4 Special ethical considerations apply to editorial usage. When using editorial Media, you are solely responsible for any claims related to or arising from any visual adjustments of the Media. Standard manipulation such as cropping the image or regular brightness/contrast corrections are allowed only if doing this will not affect the visual message of the image.

6.4 Prohibited Use.

6.4.1 You may not do anything with the Editorial Licensed Media that is not expressly described as a Permitted Use. You may not Use the Editorial Licensed Media in any commercial projects. Any Use of the Editorial Licensed Media that is not a Permitted Use will constitute a breach of this license and infringement of copyright.

6.4.2 You may not manipulate any media sold under the Editorial Licensed Media other than cropping the image or regular brightness/contrast corrections as long as this manipulation will not affect the visual message of the image.

6.4.3 Buying the high-resolution image (purchasing the license) does not transfer the copyright. You may not claim that the image is your own and you may not sell, license for use, or in any way distribute the image.

6.4.4 Use of the Licensed Media in design templates intended for resale, whether online or not, including, without limitation, website templates, flash templates, business card templates, electronic greeting card templates, and brochure design templates;

6.4.5 Use or display of the Licensed Media on websites or other venues designed to induce or involving the sale, license or other distribution of any products, including postcards, mugs, T-shirts, posters and other items, as well as “on demand” products;

6.4.6 Use of the Licensed Media in any products for “on demand” resale, license or other distribution for profit, such as postcards, mugs, T-shirts, posters and other items;

6.4.7 Reproduction, either individually or in combination with others, of the Licensed Media, or any element of the Licensed Media, 500 000 times or more without obtaining an Extended License. However, You are allowed to Use the Licensed Media 500 000 times or more when Used in advertisements on websites or televised broadcasting, web-cast or theatrical production;

6.4.8 Use of the Licensed Media or a portion or adaptation thereof as part of a trademark, design trade name, businessmen, service mark, logo or get-up;

6.4.9 incorporation of the Licensed Media into any product that results in the re-distribution or re-Use of the Licensed Media or is otherwise made available in a manner such that a person can extract or access or reproduce the Licensed Media as an electronic file;

6.4.10 Use of the Licensed Media in a fashion that We (acting reasonably) consider to be pornographic, obscene, immoral, infringing of Intellectual Property Rights, defamatory in nature, or that would be reasonably likely to bring any person or property reflected in the Licensed Media into disrepute;

6.4.11 Use or display of any Media that features the model or person in a manner that may constitute identity theft. This includes Using the Licensed Media as part as an avatar or any other manner that falsely depicts the Model to be someone he or she clearly is not;

6.4.12 Use or display any Media that features a model or person in a manner that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavors;

6.4.13 Use that depicts such a model or person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Licensed Media;

6.4.14 to the extent that source code is contained within the Licensed Media, reverse engineer, decompile, or disassemble any part of such source code;

6.4.15 removal of any notice of copyright, trade-mark or other proprietary rights from any place where it is on or embedded in the Licensed Media (an example of this would be to edit the IPTC data);

6.4.16 sub-license, re-sell, rent, lend, assign, donate or otherwise transfer or distribute the Licensed Media or the rights granted under this Agreement;

6.4.17 make available copies of the Licensed Media on a network server or web server for Use by others; and

6.4.18 Use or display the Licensed Media in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.

6.5 Excess Production Run.

If You wish to have a production run of 500 000 or more impressions of the Editorial Licensed Media, You must purchase an Extended Editorial License from Us.

6.6 Acknowledgement.

All media used within the editorial context or related must be accompanied by a visible credit line. You are required to include a copyright attribution in substantially the following form: “© Radu Razvan".

7. EXTENDED COMMERCIAL LICENSE

If You selected the “Extended Commercial License” Terms, then the contents of this clause apply to Your Use of the Licensed Media. The “Standard Commercial License” Terms also apply to Your Use of the Licensed Media.

7.1 Permitted Use.
Permitted Use of Licensed Media subject to the Extended License are as follows:

7.1.1 Permitted Use as defined in the Standard License, but allowing for 500 000 or more impressions;

7.1.2 Use of the Licensed Media within items for resale;

7.1.3 Use of the Licensed Media within electronic items for resale; and

7.1.4 Use of the Licensed Media within “on demand” products for sale for profit.

8. EXTENDED EDITORIAL LICENSE

If You selected the “Extended Editorial License” Terms, then the contents of this clause apply to Your Use of the Editorial Licensed Media. The “Standard Editorial License” Terms also apply to Your Use of the Licensed Media.

8.1 Permitted Use.

Permitted Use of Licensed Media subject to the Extended Editorial License are as follows:

8.1.1 Permitted Use as defined in the Standard Editorial License, but allowing for 500 000 or more impressions;

9. EXCLUSIVE RIGHTS MANAGED LICENSE

If You selected the “Exclusive Rights Managed License” Terms, then the contents of this clause apply to Your Use of the Licensed Media. The “Standard License” "Standard Editorial License ", “Extended License” and “Extended Editorial License” Terms also apply to Your Use of the Licensed Media.
In these cases, you will get the price of completing an automatic questionnaire about how will you use the media either commercial or editorial.

9.1 Exclusivity of Licensed Media (Commercial and/or Editorial).
We guarantee that the Licensed Media will not be available on the Site or on any other online stock agencies' websites for other people to download, purchase or license in any way from the License Date until the date specified in Your order and confirmed in the Order Confirmation.

9.2 Limitation.
The “Exclusive Rights Managed License” is available only in respect of Media that are exclusively available on the Site. We do not guarantee that the Licensed Media was not licensed to a third party prior to the License Date.

10. 99% BUY-OUT COMMERCIAL LICENSE

If You selected the “99% Buy-out Commercial License” Terms, then the contents of this clause apply to Your Use of the Licensed Media. The “Standard Commercial License” and “Extended Commercial License” Terms also apply to Your Use of the Licensed Media.

10.1 Removal of Licensed Media.
We will remove the Licensed Media from the Site and We undertake to make best commercial efforts to remove the Licensed Media from all major online stock agencies’ websites within 5 Working Days after the License Date. This undertaking is not a 100% guarantee that the Licensed Media will be completely removed from distribution as the Licensed Media may have already been distributed to multiple online stock agencies and may already have been licensed to a third party.

10.2 Duration.
We will not supply or license the Licensed Media to any third party for maximum 5 years.

11. 99% BUY-OUT EDITORIAL LICENSE

If You selected the “99% Buy-out Editorial License” Terms, then the contents of this clause apply to Your Use of the Licensed Media. The “Standard Editorial License” and “Extended Editorial License” Terms also apply to Your Use of the Licensed Media.

11.1 Removal of Licensed Media.
We will remove the Licensed Media from the Site and We undertake to make best commercial efforts to remove the Licensed Media from all major online stock agencies’ websites within 5 Working Days after the License Date. This undertaking is not a 100% guarantee that the Licensed Media will be completely removed from distribution as the Licensed Media may have already been distributed to multiple online stock agencies and may already have been licensed to a third party.

11.2 Duration.
We will not supply or license the Licensed Media to any third party for maximum 5 years.

12. Any other uses approved by the Us in the Invoice Order Confirmation or otherwise in writing.

13 PRICING, PAYMENT & DELIVERY

13.1 Payment.
You must pay the License Fee. The means of payment available are: Paypal and Credit card supported by Paypal

13.2 Delivery.
The Licensed Media will be delivered to You to download it as set by PD

13.3 Taxes.
According to the last regulations and because we are a small company, we do not have to add VAT or other charges to the License Fee under this Agreement.


14. WARRANTIES - GENERAL

14.1 Intellectual Property Rights Warranty.

We warrant that in licensing the Licensed Media to You on the terms set in this Agreement We are not infringing any third party’s Intellectual Property Rights in the Licensed Media.
This warranty will not apply if You know, or under the circumstances should reasonably know, that third party Intellectual Property Rights are being infringed in this way, unless You immediately inform Us of this in writing and cease all Use of the Licensed Media.

14.2 Releases.
We warrant that all necessary model and/or property releases for Use of the Licensed Media in the manner specified in this Agreement have been obtained.

14.3 Limited Warranty.
With the exception of the warranties given above, the Licensed Media is provided "as is” without representations or warranties of any kind whether express or implied in respect of the Licensed Media, and in particular makes no representations or warranties regarding the quality of the Licensed Media or the fitness of the Licensed Media for the purpose for which You acquired it.

14.4 WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE LICENSED MATERIAL OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. LICENSOR'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE LICENSED MEDIA (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 5 TIMES THE VALUE PAID BY THE LICENSEE FOR THE LICENSED MEDIA.

14.5 THE REPRESENTATIONS AND WARRANTIES MADE BY US IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MEDIA AS DELIVERED BY US AND WILL BE INVALID IF THE LICENSED MEDIA IS USED BY YOU IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.


14.6 CPA. If the CPA is applicable to this Agreement, the provisions of this Agreement or of this clause will not be interpreted so as to exclude Your rights under sections 54, 55, and 56 of the CPA, which are admitted only to the minimum possible extent. Unless the contrary is stated elsewhere in this Agreement, You will have no rights in respect of quality of service, safe & good quality goods or implied warranty of quality beyond those explicitly stated in this Agreement or the aforementioned sections.

15.TERMINATION

15.1 Termination for Breach.
If You commit a material breach of this Agreement and fail to remedy the breach within 5 (five) Working Days after having received a written notice to do so, We may terminate this Agreement (including Your license to Use the Licensed Media) without further notice to You.

15.2 Termination for Convenience.
You may terminate this Agreement at any time by giving Us written notice.

15.3 Consequences of Termination.
If this Agreement is terminated for any reason then You must: destroy all copies of the Licensed Media in Your possession, and ensure that all copies in the possession of Your clients, printers, and service providers are destroyed too; cease any Use of the Licensed Media for any purpose.

15.4 Right to Claim Damages.
Termination of this Agreement will not affect Our right to claim damages against You for breach of this Agreement and/or copyright infringement.

16. ACKNOWLEDGEMENT.IN ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGES THAT HAVE READ AND UNDERSTAND THIS AGREEMENT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF RADURAZVAN.COM AGREEING TO PROVIDE THE FILES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
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