Last updated: June 2019
THE FOLLOWING TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN CLIENT (AS DEFINED BELOW) AND BRIDGEMAN ART LIBRARY LIMITED OR THE APPROPRIATE CONTRACTING ENTITY LISTED AT THE END OF THESE TERMS AND CONDITIONS (EACH AND ALL SUCH ENTITIES BEING "BRIDGEMAN IMAGES"). THE AGREEMENT APPLIES TO ALL SERVICES, GOODS AND LICENCES PROVIDED BY BRIDGEMAN IMAGES, WHETHER ONLINE OR THROUGH A SALES REPRESENTATIVE. BY REQUESTING ACCESS TO BRIDGEMAN MATERIAL, OR USING IT, CLIENT CONFIRMS THAT IT HAS THE CAPACITY AND THE RIGHT TO ENTER INTO THIS AGREEMENT AND AGREES TO BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS.
In this Agreement the following definitions apply:
1.1 “Bridgeman Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any other product whether or not protected by copyright, trademark, database rights, patent or other intellectual property rights, which is provided as part of the Services, to Client by Bridgeman Images for Use under the terms of this Agreement. Any reference in this Agreement to the Bridgeman Material shall be to each individual item within the Bridgeman Material (including, without limitation, any photograph, underlying work, Data and database) and also to the Bridgeman Material as a whole.
1.2 "Client" means the person (natural or legal) obtaining a Service hereunder or a person specifically identified as the Client in the Invoice, and, to the extent permitted under this Agreement, a Purchaser.
1.3 “Consumer” means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.
1.4 “Data” means the data or information, in whatever form including text, images, still and moving, sound recordings and descriptive data relating to images known as metadata.
1.5 “E-commerce Transaction” means the agreement for the provision of Services made through the Website.
1.6 "Invoice" means the digital or printed invoice or confirmation of purchase in an E-commerce Transaction, provided by Bridgeman Images setting out the terms agreed with the Client. The Invoice forms part of this Agreement and all references to the Agreement shall include the Invoice.
1.7 "Client Product" means the derivative product or service that incorporates the Bridgeman Material created by or on behalf of Client using skills and efforts independent the Services of Bridgeman Images.
1.8 "Purchaser" means an entity authorised by a Client to obtain the Service and enter into this Agreement on behalf of a Client.
1.9 "Usage" and "Use" mean any form of publication or copying of the whole or a part of any Bridgeman Material, whether altered or not, via any medium and by whatever means and the creation of any Client Product.
1.10 “Usage Fee” means the price for the Services.
1.11 "Rights and Restrictions" means the Client’s rights and restrictions in connection with the Use described in the information available to Client and accompanying the Bridgeman Material on the Website, in a written quote issued by Bridgeman Images, in an Invoice, or through any other delivery means. Rights may include the right to use and disseminate works in the public domain, Subject Matter, metadata or any database owned by Bridgeman Images subject to the terms of this Agreement. Restrictions may include, without limitation, the permitted scope of Use, duration of Use, any territorial restriction, additional permissions or other Use restrictions applicable to the Bridgeman Material. The Rights and Restrictions form part of this Agreement.
1.12 “Service” or “Services” means any and all of the services provided by Bridgeman Images including, without limitation, (i) the hosting of the Website, (ii) aggregating and maintaining photographic collections digitised, sourced, curated, verified and organised by Bridgeman Images, (iii) providing access to the Website and any parts of it, whether publicly available, or password- or otherwise protected, (iv) providing the expertise of Bridgeman Images employees in sourcing the content relevant to the Client’s requirements, (v) providing a digital copy of the Bridgeman Materials; (vi) supplying Data, (vii) granting, or facilitating the granting of any copyright licence, clearance or permission in relation to the Use of the Bridgeman Material and/or Subject Matter.
1.13 "Subject Matter" means any subject matter contained within the Bridgeman Material, including but not limited to persons, paintings, drawings, sculptures, photographs, posters, piece of furniture, archaeological pieces, manuscripts or any other subject matter, animate or inanimate, which is depicted in the Bridgeman Material.
1.14 “Website” means the website available at www.bridgemanimages.com or any other website operated or controlled by Bridgeman Images.
2. Services Provided.
2.1 Bridgeman Images shall supply the Services to the Client, as further described in the Invoice. In supplying the Services, Bridgeman Images shall use reasonable care and skill to perform the Services to the reasonable requirements of the Client.
2.2 The permission to Use any Bridgeman Material shall apply exclusively to the Bridgeman Material identified in the Invoice to the extent explicitly stated in this Agreement. Where copyright is licensed by Bridgeman as part of the Services, all the rights granted by Bridgeman Images to Client are non-exclusive, non-sublicensable and non-transferable unless otherwise specified in the relevant Invoice. The rights under this Agreement may be exercised by subcontractors of Client (including Purchasers) for preparation of the Client Product.
2.3 Unless otherwise specified in Rights and Restrictions, use of the Bridgeman Material is strictly limited to the Use, medium, period of time, print run, placement, size of Bridgeman Material, territory and any other restrictions specified in the Rights and Restrictions. Client may utilise the Bridgeman Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions. All digital files provided as part of the Services are property of Bridgeman Images and shall be deleted after the period of Use specified in the Invoice. Notwithstanding the latter obligation, Client may license and/or transfer ownership of any Client Product (but not any Bridgeman Material contained therein) as part of any distribution process as may be necessary or appropriate for the agreed Use , solely as part of the agreed distribution process.
2.4 While efforts have been made to caption correctly the subject of the Bridgeman Material, Bridgeman Images does not warrant the accuracy of such information nor does it accept any liability for any inaccuracy thereof.
2.5 Client undertakes not to use, whether directly or in context or juxtaposition with other material or topic, the Bridgeman Material for pornographic, defamatory or otherwise unlawful uses. Client shall also comply with any applicable regulations and/or industry and ethical codes.
2.6 Bridgeman Material shall not be used by political parties or lobbying groups (excluding registered charities), or for uses relating to tobacco, gambling or alcohol without the prior written specific consent of Bridgeman Images.
2.7 Bridgeman Material shall not be used as a trademark, logo, corporate ID, service mark, or other indication of origin without the prior written specific consent of Bridgeman Images.
2.8 Client shall not make the Bridgeman Material available to be downloaded, extracted, redistributed or accessed as a standalone file by third parties.
2.9 Where Purchaser is acquiring the Services on behalf of a Client, Purchaser hereby represents and warrants that: (i) Purchaser is authorised to act as an agent on behalf of Client and has full power and authority to bind Client to this Agreement; and (ii) if Client subsequently disputes such power or authority, Purchaser shall be liable for any failure of Client to comply with the terms of this Agreement. Nothing in this Section 2.9 shall excuse Purchaser's obligation to make payment to Bridgeman Images of the Usage Fee.
2.10. Unless permitted by Rights and Restrictions, Client shall not falsely represent, expressly or impliedly, that Client is the original creator of a visual work that derives a substantial part of its artistic components from the Bridgeman Material.
2.11. If the Rights and Restrictions allow Usage of the Client Product on a website, Client shall prohibit, by mean of including such prohibitions in its terms and conditions and by implementing the due technical measures, the downloading, republication, retransmission, reproduction or other uses of the Bridgeman Material as a stand-alone file by unauthorised third parties.
2.12. If the Rights and Restrictions include the permission to Use Bridgeman Material on any social media platform or other third party website; (i) such rights shall automatically be revoked in the event that the platform or website seeks to exploit purported rights to the Bridgeman Material contrary to the terms of this Agreement and (ii), in such event, Client shall remove any Bridgeman Material from such platform or website immediately.
2.13 Client is the intended recipient of the Services. Bridgeman Images reserves the right to charge the Client an additional fee in the event that the Client gives, enables, or fails to prevent, access to any Bridgeman Material or Service to a third party unless such access is permitted under the Rights and Restrictions.
3. Credit and Intellectual Property.
3.1 Copyright. For the Bridgeman Material protected by copyright (whether in the photograph of the Subject Matter, or the Subject Matter itself), no ownership or copyright in any Bridgeman Material shall pass to Client by the issuance of the Invoice contained in this Agreement. Except as expressly stated in this Agreement, Bridgeman Images grants Client no other right or licence, express or implied, to the Bridgeman Material. No rights of ownership or copyright in the Bridgeman Material are transferred to Client. The Client may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Bridgeman Material contained in a Client Product.
3.2 Trademarks. Client acknowledges and agrees that "Bridgeman Images" or any other Bridgeman Images' or its partners' trade names, trademarks, logos or service marks, including the names of all Bridgeman Material collections ("Marks") (i) are and shall remain the sole property of Bridgeman Images or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Client any right of use in or to the Marks; and (iii) Client shall not now or in the future contest the validity of the Marks.
3.3 Photo Credit. Client shall ensure that all Usages of the Bridgeman Material must include the following credit line adjacent to the Bridgeman Material or in the appropriate credit section: "[Photographer’s Name/Artist's Name (if different)]/[Collection Name]/Bridgeman Images" or as otherwise shown on the Bridgeman Images website. All rights and remedies that Bridgeman Images may have at law or in equity in relation to the omission of the credit are hereby reserved.
3.4 Database rights. Client acknowledges that the obtaining, verifying and/or presenting of the Data on the Website or on behalf of Bridgeman Images requires a significant investment by Bridgeman Images as well as considerable effort, judgment and skill in the selection and arrangement of the Data. As such, without prejudice to other intellectual property rights Bridgeman Images may have, the Website, the Data and the Bridgeman Materials are protected as databases by copyright and database right.
3.5 Notice of Violations. If Client becomes aware or suspects that it or any third party that has gained access to the Bridgeman Material through Client is wrongfully using the Website, the Data or the Bridgeman Material, in whole or in part, or is violating any of Bridgeman Images' intellectual property rights, it shall immediately notify Bridgeman Images of such unauthorised use.
4.1 Bridgeman Images does not grant any model or property release as regards the use of the Subject Matter. No releases are generally obtained for Bridgeman Material. Unless Bridgeman Images has expressly notified Client in writing that it has obtained a model release and/or a property release for Bridgeman Material, Bridgeman Images shall accept no liability for any compensation, royalties, losses, costs or damages incurred by the Client or any third party, as a result of use of the Bridgeman Material. The warranties under clause 5.1(iv) shall apply only if the afore-mentioned notification has been given. Client acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. Client shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) as a result of Client’s use of the Bridgeman Material.
4.2 Except where is expressly stated in the Invoice, Bridgeman Images does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Bridgeman Material. Client shall be solely responsible for determining whether any additional permission(s) and release(s) is/are required in connection with any proposed use of Bridgeman Material, and Client shall be solely responsible for obtaining all necessary release(s).
5. Warranty and Limitation of Liability.
5.1 Bridgeman Images warrants that:
(i) the Bridgeman Material will be free from defects in material and workmanship for thirty (30) days from delivery (Client's sole and exclusive remedy for a breach of this warranty being the replacement of the Bridgeman Material);
(ii) To the best of its knowledge it has all necessary authority to enter into and perform this Agreement;
(iii) Client's use of the Bridgeman Material in which copyright has been licensed in accordance with this Agreement and in the form delivered by Bridgeman Images (i.e., excluding any modifications, overlays or re-focusing by Client) will not infringe on any copyright or moral rights of any person or entity;
(iv) if Bridgeman Images has notified Client that it holds a model or property release in respect of any Subject Matter in accordance with clause 4.2 above, the relevant Subject Matter will not violate any individual’s right of publicity or privacy or tangible property rights, as appropriate;
(v) it will use reasonable endeavours to supply the Services in accordance with this Agreement in all material respects; and
(vi) it will use reasonable endeavours to meet any performance dates agreed with the Client but such dates shall be estimates only and time for performance by Bridgeman Images shall not be of the essence of this Agreement.
5.2. SAVE TO THE EXTENT IMPOSED BY LAW FOR THE PROTECTION OF CONSUMERS IN E-COMMERCE TRANSACTIONS, BRIDGEMAN IMAGES DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, BRIDGEMAN MATERIAL, WEBSITE, DATA OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BRIDGEMAN IMAGES SHALL NOT BE LIABLE TO CLIENT 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 BRIDGEMAN IMAGES 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. BRIDGEMAN IMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE BRIDGEMAN MATERIAL BY CLIENT OR THE CONTEXT IN WHICH BRIDGEMAN MATERIAL IS USED IN A CLIENT PRODUCT.
6.1 Provided Bridgeman Material is only used in accordance with this Agreement and Client is not in breach of this Agreement, Bridgeman Images shall, subject to the terms of Section 5.2 above and Section 6.3 below, defend, indemnify and hold harmless Client and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees (“Client Indemnified Parties”) from and against all loss or damage arising out of any claim by a third party based on a breach of the warranties in Section 5.1 (“Client Claim”) by paying that portion of the final judgment (including reasonable outside attorneys’ fees and costs awarded, if any) entered against the Client Indemnified Parties by a court of competent jurisdiction on such Client Claim. The rights under this indemnity will be Client's sole and exclusive remedy in respect of any Client Claim. Notwithstanding above Bridgeman Images shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Client’s modification, overlay or re-focusing of the Bridgeman Material, where the Client Claim would not have arisen but for the modification, overlay or re-focusing made by Client; (ii) the context in which Bridgeman Material is used in a Client Product; where the Client Claim would not have arisen but for such context; (iii) Client’s failure to comply with the terms of this Agreement; or (iv) Client’s continued use of Bridgeman Material following notice from Bridgeman Images, or upon Client’s knowledge, that Bridgeman Material is subject to a claim of infringement of another’s right. The foregoing states Bridgeman Images' entire indemnification obligation under this Agreement.
6.2 Client shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Bridgeman Images and its parent, subsidiaries, commonly owned or controlled affiliates, and 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: (i) Client's use of any Bridgeman Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Client of this Agreement; or (iii) Client's failure to obtain any required release in accordance with Section 4 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 discretion, indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall co-operate in the defence 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. Condition of Bridgeman Material.
It is Client’s sole responsibility to examine all Bridgeman Material for possible defects before Reproducing any Bridgeman Material. Except as set in Section 5.1(i) above, or, in the case of E-Commerce Transactions, as required under laws protecting Consumers, Bridgeman Images shall not be liable for any loss or damage suffered by Client or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Bridgeman Material or its caption or in any way from its Usage.
8.1 If Client or Purchaser requests in writing to terminate the Agreement within 30 days of the date of the Invoice issued in regard to the Bridgeman Material, and such Bridgeman Material has not been Used by Client, Bridgeman Images may agree to terminate the Agreement and issue a credit to Client's or Purchaser's account or credit card as follows:
(i) if the request is received within 7 days of the date of the Invoice, an amount up to 100% of the Usage Fee but excluding an administration fee of £30; or
(ii) an amount up to 50% of the Usage Fee may be credited if the request is received between 8 and 30 days from the Invoice date but excluding an administration fee of £30. No credits are available for any cancellation requests received after 30 days from the Invoice date.
8.2 Nothing in Section 8.1 shall:
(i) apply to research, production, processing, scanning, service, handling or subscription fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable; or
(ii) diminish or remove any statutory rights of Consumers in E-commerce Transactions. To the extent Bridgeman Images provides any digital content to a Client who is a Consumer, the Client hereby agrees that the digital content is provided to him or her on payment for the digital content via the Website. The Client acknowledges that his/her right to cancel the E-commerce Transaction will be lost on provision of digital content in accordance with this Agreement.
8.3 All the rights granted by Bridgeman Images to Client shall immediately terminate upon cancellation.
9. Electronic Invoicing; Interest on Overdue Invoices.
Client and Purchaser agree to receive invoices from Bridgeman Images electronically via the email address associated with Client’s and/or Purchaser’s Bridgeman Images account. If Client fails to pay Bridgeman Images' invoice in full within the payment term specified on the invoice, Bridgeman Images may add a service charge of two percent (2%) per month, or such lesser amount as is allowed by law, on any unpaid balance beyond the due date, until payment is received. Client shall be liable to pay all costs, charges and expenses incurred by Bridgeman Images in recovering any overdue debt.
10. Miscellaneous Terms.
10.1 Unauthorised Use and Termination. Any use of Bridgeman Material in a manner not expressly authorised by this Agreement may constitute infringement of copyright and/or other applicable rights and may entitle Bridgeman Images to exercise all rights and remedies available to it under applicable laws, in addition to a claim for breach of the terms of the Agreement. Client shall be responsible for any damages resulting from any such infringement, including any claims by a third party. Bridgeman Images reserves the right to terminate this Agreement in the event Client: (i) enters the Agreement after having received notice of unauthorised use from Bridgeman Images relating to the Bridgeman Material; (ii) provides inaccurate information regarding its proposed use of the Bridgeman Material at the time of entering the Agreement; (iii) fails to pay the Usage Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Client must immediately (I) stop using the Bridgeman Material; (II) destroy or, upon the request of Bridgeman Images, return to Bridgeman Images the Bridgeman Material and, (III) stop marketing, destroy or, upon the request of Bridgeman Images, return to Bridgeman Images the Client Product where the Bridgeman Material was used in breach of this Agreement.
10.2 Audit/Certificate of Compliance. Upon Bridgeman Images’ request, Client shall provide sample copies or visual records of Client Products containing Bridgeman Material or access to restricted websites or platform where the Bridgeman Material is Used to Bridgeman Images free of charge. In addition, upon reasonable notice, Bridgeman Images may, at its own discretion, either through its own employees or through a third party agent, inspect and examine Client's records directly related to this Agreement and use of Bridgeman Material for the purpose of verifying the compliance with the terms of this Agreement. In the event that any such audit reveals an underpayment by Client to Bridgeman Images of five percent (5%) or more of the amount Client should have paid for the time period that is the subject of the audit, in addition to paying Bridgeman Images the amount of such underpayment, Client shall also reimburse Bridgeman Images for the costs of conducting such audit.
10.3 Electronic Storage. For all Bridgeman Material, Client shall retain all the meta-data including, but not limited to, copyright information, Bridgeman Material’s identification number and any other information provided with and embedded into the electronic file containing the Bridgeman Material that is delivered to Client. Client shall not make additional high-resolution copies of the Bridgeman Material and Client shall maintain a robust firewall to safeguard against unauthorised third-party access to or download of the Bridgeman Material. Notwithstanding the foregoing, Client shall be allowed to make one (1) high-resolution backup copy of the Bridgeman Material for security purposes only.
10.4 Withdrawal. Upon notice from Bridgeman Images, or upon Client's knowledge, that any Bridgeman Material may be subject to a claim of infringement of another's right for which Bridgeman Images may be liable, Bridgeman Images may require Client to immediately and at its own expense: (i) stop using the Bridgeman Material; (ii) delete or remove the Bridgeman Material from its storage (electronic or physical); and (iii) ensure that its clients do likewise. Subject to the other terms and conditions of this Agreement, Bridgeman Images shall provide Client with comparable Bridgeman Material (which comparability will be determined by Bridgeman Images in its reasonable commercial judgement) free of charge. Notwithstanding the foregoing, Client may retain all the rights on the Client Products containing (or originally containing) the Bridgeman Material already produced.
10.5 Governing Law. This Agreement shall be governed in all respects by and construed in accordance with the laws of England and Wales, without reference to its laws relating to conflicts of law.
10.6 Severability. If any provision, or a part of a provision, contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the remaining provisions of this Agreement shall remain valid and enforceable. The provisions deemed not enforceable shall be revised only to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible.
10.7 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.
10.8 Entire Agreement. This Agreement is intended for customers of Bridgeman Images and contains all the terms of the services agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties or issued electronically by Bridgeman Images and accepted in writing by an authorised representative of Client. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Client, the terms of this Agreement shall govern.
10.9 Taxes. All Usage Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Client or Purchaser (if any).
10.10 Bridgeman Images Entities. The contracting offices under this Agreement shall be determined by the billing address of the Client or, if any, Purchaser, as follows:
|BRIDGEMAN IMAGES OFFICE LOCATION:||CLIENT/PURCHASER LOCATION:||BRIDGEMAN IMAGES COMPANY|
|USA||North and South America, Central America and Caribbean countries||Bridgeman Art Library International Ltd (US branch)|
|France||France, Belgium, Monaco, Luxemburg, Switzerland (French-speaking cantons)||Leemage SAS|
|Germany||Germany, Austria, Switzerland (German-speaking cantons), Liechtenstein||Bridgeman Art Library Ltd (German branch)|
|Italy||Italy, Republic of San Marino, Vatican City, Malta, Switzerland (Italian-speaking cantons)||Bridgeman Images Srl|
|UK||All other countries||Bridgeman Art Library Ltd|
© 2019 Bridgeman Images. All rights reserved.