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Scope of agreement

This is a licence agreement (“Terms of Use”) between you (“You” or “Your”) and Canadian Press Enterprises Inc. (“CP”) that governs the access to and the use of photos, graphics and video clips (the “Content”) from this CP Images website (“CP Images”). The Content includes but is not limited to any full resolution file, screen resolution file or thumbnail image file downloaded or copied from CP Images. Use of CP Images is conditioned on the acceptance of these Terms of Use. By using CP Images, You represent that You have read, understand, and agree to be bound by these Terms of Use. CP reserves the right to modify these Terms of Use at any time. CP shall inform You of any such modification by posting the changed Terms of Use on this page with a new “Last Updated” date. In some cases, CP may also inform You of modifications by additional means, such as by sending an e-mail to the e-mail address registered to Your account.

 

These Terms of Use, together with any applicable Separate Content Licence Agreement (as defined below) or any Invoice (as defined below) or any Content-Specific Usage Restrictions (as defined below); (the Terms of Use, Separate Content Licence Agreement, Invoice and Content-Specific Usage Restrictions collectively referred to as the "Content Licence") constitute the entire agreement between You and CP regarding any Content that is accessed via CP Images and supersedes all previous communications, either oral or written, relating to the subject matter hereof.

 

Access to content

Access to CP Images is intended solely for CP customers or registered account holders. Any and all access to CP Images is provided at CP’s sole discretion. CP operates the CP Images website from its offices in Canada. Some of the Content may not be accessible to users outside of this jurisdiction due to licence restrictions. CP reserves the right to monitor any and all use of CP Images. If at any time CP, in its sole discretion has reason to suspect that You have been using CP Images in violation of the Content Licence, CP may immediately terminate Your access.

Account registration

Upon registering for an account on CP Images, You will be required to submit certain information. You hereby represent and warrant that all such information You submit is complete and accurate and that You are 18 years of age or older. CP reserves sole discretion over whether to grant an account.

 

You are solely responsible for maintaining the confidentiality of any account information, including Your username and password to access CP Images, and You are solely responsible for all activities occurring under Your account. In addition, You agree to take all commercially reasonable efforts to prevent others from obtaining Your account information. You shall notify CP immediately if You become aware or suspicious of any unauthorized access to Your account. You shall be liable for payment for all Content downloaded by others using Your account, with or without Your permission or knowledge prior to the time that You notify CP of any unauthorized use.

 

If registering on behalf or Your employer, client or another third party (a "Principal"), then YOU represent and warrant that YOU have the authority to bind such Principal to the Content Licence.

Grant of licence


All licences granted are subject to and conditioned upon Your compliance with the Content Licence and You acknowledge and agree that You have no right to copy, edit, publish, display, transmit, broadcast or otherwise make use of the Content except as expressly authorized in:

 

(i) This Terms of Use;

 

(ii) As expressly authorized in a separate written agreement between You or Your employer and CP (the “Separate Content Licence Agreement”);

 

(iii) In the absence of a Separate Content Licence Agreement, Your authorization of use of any Content shall be set out on an invoice issued by CP (the “Invoice”) and will include details on the licence including the Content element, the specific use, medium, period of time, print run, placement, size of Content, territory and the licence fee.; and

 

(iv) Any applicable content-specific usage restrictions appearing in the Special Instructions field on CP Images or in the metadata of a particular Content element (the "Content-Specific Usage Restrictions") including but not limited to embargos, territory of use, time period, platform restrictions (eg. "Online out").

 

In the event of an express conflict between an Invoice, the Separate Content Licence Agreement, these Terms of Use and any Content-Specific Usage Restrictions, such Content-Specific Usage Restrictions shall prevail, followed by the Separate Content Licence Agreement, followed by these Terms of Use, followed by the Invoice; provided, however, that these Terms of Use shall cover all rights, obligations, terms and conditions not expressly addressed in such Content-Specific Usage Restrictions, Separate Content Licence Agreement or Invoice.

 

Upon downloading the Content, You are granted a nontransferable, nonexclusive, limited right to use and to reproduce the Content ONE TIME only for editorial purposes ("Editorial Use" as defined in section below) according to the terms and conditions of the Content Licence. All use of the Content is subject to the restrictions set out in the section below.


Restrictions


Editorial Use Only

 

CP is a news agency in the business of gathering and distributing news content and as such, the majority of Content available via CP Images can be used for editorial purposes only. In this Terms of Use, the term “Editorial Use” shall mean the use of Content to illustrate subject matter that is (i) newsworthy or of the public interest; (ii) criticism or review, or; (iii) educational, informational and/or historical. Your licence to the Content is for Editorial Use only unless Your Invoice or Separate Content LIcence Agreement expressly grants rights for non-Editorial Use.

 

No Commercial Use


The Content may not be used for any commercial use, including any promotional, advertising or merchandising use without the prior written permission of CP. 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. The Content may not be used without CP’s prior written authorization by a political party, elected official, candidate for elected office or candidate for leadership of a political party in any publication or broadcast on any platform or by any other person or entity in an advertisement or other item promoting a political party, elected official, candidate for elected office or candidate for leadership of a political party.

 

One-time Use Only

 

Each element of Content is licensed for one-time use only as set forth in the Content Licence. You must download the Content via CP Images for each separate use. The Content may not be stored on Your servers for re-use.

 

Use as stock photo

 

Unless specifically permitted in the Content-Specific Usage Restrictions, Your Invoice or a Separate Content Licence Agreement, You shall not use Content in a manner that would mislead persons to believe a person, company, partnership, product or service is associated with a news story accompanying the Content.

 

Caption and Credits

 

You shall include the full caption and credit line set forth in Caption Field or the metadata for any Content. If no credit line is included, You shall use the following credits: The Canadian Press, or Associated Press, or when the source is a third party provider, Third-party/Agency Name. These provisions for crediting and captioning shall not apply to Content used in a television broadcast or streaming of a television broadcast production.

 

Copyright

 

All of the Content available on CP Images is the exclusive property of CP or its licensors. The Content is protected by national and international laws, including copyright, trademark, and other intellectual property laws. Any Content downloaded by You transfers no right, title or interest in or to such Content or any intellectual property rights therein except for the limited licence set out in Your Content Licence. All right, title and interest in and to such Content other than the limited licence set out in Your Content Licence shall remain the exclusive property of CP and/or its licensors.

 

Handout Photos

 

Handout photos are images provided by a third-party individual or organization in connection with a particular story or event. Handout photos are identified as "HO" or "Handout" in Byline Title, Source, Caption or Special Instructions fields. A handout photo may not be used without its associated text story and may not be used with an unrelated story. A Handout photo must be used within 14 days of transmission after which time it will no longer be available for download on CP Images.

 

Corrections and Kills

 

CP will issue a Correction or Kill notice in the event there is an issue with an element of Content on CP Images including but not limited to pixel issues, caption errors or no longer having rights for future use/distribution. The affected Content shall be corrected or removed from CP Images when such a notice is issued. In cases that require Your action, Correction and Kill notices will be sent to You via email to the address provided at registration. It is Your sole responsibility to promptly process any Corrections or Kills and remove any affected Content from Your servers.

 

Required Releases

 

CP will notify You if it has obtained a model release and/or a property release in relation to an element of Content. If no such notification is given, then no such model or property release has been obtained. You acknowledge that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial or other purposes without their consent. You shall be solely responsible for determining whether a release is required in connection with any proposed use of Content and shall be responsible for obtaining any necessary individual, property, team logo, trademark, audio and other releases, approvals and clearances from third parties as may be required prior to using the Content.

 

Formatting

 

You may format the Content provided You do not alter or compromise the editorial content or meaning of such Content. All such reformatted Content shall be treated as "Content" for the purposes of the Content Licence, and CP retains all right, title and interest to such reformatted Content. Without CP's prior written authorization, You may not otherwise alter (including rotate, distort, or create derivative works of) the Content. Content to be used in derivative works must be licensed specifically for that purpose. A "derivative work" includes the use of all or part of the Content in another work, such as a collage.

 

Other Prohibited Uses

 

Any use of the Content not provided for in the Content Licence, including but not limited to the making of extra prints or copies of the Content is not permitted. The Content may not be saved or stored, whether in hard copy or on a digital storage medium, in a manner that would permit the unauthorized republication, transfer, or any other use, private or commercial, of the Content. Pornographic, defamatory or unlawful use of the Content is strictly prohibited.

Payment of licence fee


In consideration of the licence granted herein, You shall pay a licence fee plus applicable taxes for all Content obtained from CP Images in the amount set out on Your Invoice or in a Separate Content Licence Agreement. You agree to pay CP for all Content that You obtain from CP Images, regardless of whether you use such Content. Unless otherwise agreed in a Separate Content Licence Agreement, no rights in or to the Content become effective until the Licence Fee is paid in full upon checkout via credit card payment. All sales of Content are final once downloaded, reproduced or otherwise used pursuant to the Content Licence.

Limitation of liability


The CP Images platform and the Content contained therein are provided "as is." CP does not provide any warranty, express or implied, including, without limitation, any implied warranties of merchantability, satisfactory quality, or fitness of Content for a particular purpose. You, not CP, are responsible for the entire cost of and and all necessary servicing, repair or correction to the Content that You may require.

 

Except as specifically stated in these Terms of Use, a Separate Content Licence Agreement, or as otherwise required by applicable law, neither, CP or its directors, officers, shareholders, employees, licensors, content providers, subsidiaries, affiliates, agents or other representatives will be liable for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of Your use of or inability to use an element of Content, or the performance of the CP Images platform or the Content contained therein whether or not CP has been advised of the possibility of such damages.

Indemnity


You will defend, indemnify and hold harmless CP, its directors, officers, members, shareholders, employees, licensors, content providers, subsidiaries, affiliates, agents or other representatives from and against any claims, liabilities losses, damages, costs, and expenses, including but not limited to reasonable legal fees, arising out of or in connection with any breach or alleged breach by You of your obligations under the Content Licence or any use made You of Content contrary to the terms or conditions of the Content Licence.

Assignment

 

You may not assign the licence granted under the Content Licence unless permitted in a Separate Content Licence Agreement or Invoice. CP may assign the licence granted in the Content Licence, without notice, to any corporate affiliate or successor.

 

Governing law


The terms and conditions contained in the Content Licence shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario (without reference to conflicts of laws principles) and any claim or proceeding commenced by You or CP relating to the use of Content shall be commenced in the Ontario Superior Court of Justice.


This notice is written in English and may be translated into other languages. In the event of any inconsistency between the English version and the translated version of this notice, the English version shall prevail.

Last updated: October 2019

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