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 WEBSITE TERMS
 COMPING LICENSING TERMS
 LICENSING TERMS
WEBSITE TERMS
Please read these terms and conditions of use of this website carefully. By accessing or using this website, you agree to be bound by the terms and conditions described herein. If you do not agree to all of these terms, do not use this website.

These Terms and Conditions of use (“Website Terms”) apply to your use of this Website (“Site”). By using this Site you hereby represent and warrant that: i) you are over 18 years old and are lawfully able to accept these Website Terms; ii) if you are using the Site on behalf of any entity, you further represent and warrant that you are authorized to accept these Website Terms on such entity's behalf, and that such entity agrees to be bound by these Website Terms and indemnify dinodia photo for violations of these Website Terms, and; iii) you accept without any reservation the Website Terms.

We reserve the right to change any of the terms and conditions contained in the Website Terms at any time without prior notice. Your use of this Site is subject to the most current version posted on the Site at the time of your use.

Ownership of our site
This Site is owned and operated by Dinodia Photo LLP, 66 bajaj bhawan, nariman point, mumbai – 400021, India Company duly registered in India, hereinafter referred throughout this Site as dinodia photo. All rights on the content featured or displayed on this Site, including but not limited to, images, text, graphics, illustrations and software (the "Content") are owned by dinodia photo, its licensors or its content providers. All elements of this Site, including without limitations, the general design and the Content are protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property.

Use of the Content
Unless explicitly permitted by dinodia photo, you may not reproduce, distribute, transmit or otherwise exploit the Content or any portion thereof. Your use of any image shall be governed by the licensing terms applicable to your use. dinodia photo’s licensing terms are incorporated into this Agreement by reference.

Registration Data and Account information
In consideration of your use of the Site, you agree to: (i) to provide accurate, current and complete information about you when you fill out any User registration forms on the Site ("Registration Data"); (ii) maintain and promptly update the Registration Data, and any other information you provide to dinodia photo, to keep it accurate, current and complete; (iii) maintain the confidentiality and security of your password; (iv) notify dinodia photo immediately of any unauthorized use of your account or other breach of security; (v) accept all risks of unauthorized access to the Registration Data and any other information you provide to dinodia photo and all responsibility for any and all activities that occur under your account.

Privacy Policy
dinodia photo respects your right to privacy. Our Privacy Policy, which is incorporated into this Agreement by reference outlines the personal information we collect, how we manage your personal information and how we safeguard your privacy.

Trademark ownership
dinodia photo® is a registered trademarks of dinodia photo LLP. You may not use any of these trademarks without dinodia photo llp’s prior written permission.

All other tradenames, trademarks, registered trademarks, product names and company names or logos mentioned or displayed on this website are the property of their respective owners. They may not be used in any manner whatsoever without the express written consent of the respective owners.

Indemnification
You shall indemnify dinodia photo, its subsidiaries, its affiliates, licensors and content providers against any losses, expenses, costs or damages (including reasonable legal fees and expenses) incurred as a result of your breach of this agreement or your unauthorized use of the Content or related rights.

Disclaimers and Limitation of Liability
This site and the content are provided "as is" and dinodia photo excludes, to the fullest extent permitted by applicable law, any warranty, express or implied, including, without limitation, any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose or that the site or any services will be uninterrupted or error-free.

To the fullest extent permitted by applicable law dinodia photo shall not be liable for any damages of any kind arising out of your use of, your inability to use or the performance of this site.

Although dinodia photo uses its best efforts to ensure the accuracy of the Content on the site, this site may contain errors, mistakes or inaccuracies. We make no guarantees as to the accuracy, correctness or reliability of the Content.

There may be links to other websites from dinodia photo's website; however, as those websites are not under the control of dinodia photo, we are not responsible for any content contained therein or any damages you may suffer in relation to your use of such websites.

Divisibility
If any clause in these Website Terms is found to be unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.

Law and Venue
This Agreement shall be interpreted, construed and governed by the laws of Mumbai, India, and all disputes arising under the present shall be submitted to the jurisdiction of the Courts and Tribunals of the city of Mumbai, India. Notwithstanding the foregoing, this provision shall not prevent dinodia photo, from addressing any competent court, tribunal or venue to which it might be entitled, in order to seek for interim measures or any other legal remedies.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.
 
COMPING LICENSING TERMS
This is a legal agreement between you and dinodia photo. Please read this agreement carefully. By downloading and/or using any photographs, illustrations, video-clips/footage or other visual content (hereinafter "the visual content") you agree to be bound by the terms and conditions of this agreement. If you do not agree with the terms and conditions of this agreement do not download or use any visual content contained in this site.

All rights on the visual content included in this site are owned by dinodia photo and/or its licensors or content providers and are protected by copyright laws and international treaties on intellectual property.

All rights that are not specifically granted to you by this agreement are reserved.

I. Rights granted
1.1 By the present Comping License, dinodia photo grants to you, for a period of thirty (30) days from the date of download ("the Term"), a non-exclusive, non sub-licensable, non assignable and non-transferable right to use the Visual Content you have selected solely for internal evaluation and/or to create preliminary layouts and comps to determine whether the Visual Content is appropriate for the intended use.
1.2 You may only make one copy of the Visual Content into your personal computer. If, before the end of the Term, you don´t obtain an appropriate License for the intended use, you will have to cease the use of the Visual Content at the end of the Term and permanently delete/destroy any copy of the Visual Content supplied to you under the terms of the present Agreement.
II. Restrictions
2.1 Under the terms of the present Comping License, you ARE NOT granted the right to:
2.1.1 use the Visual Content in any final materials including but not limited to, advertising, marketing, editorial materials or any other commercial application, regardless of whether any remuneration is involved.
2.1.2 sublicense, distribute or make available for use or distribution, by any means, the Visual Content, whether in whole or in part.
2.1.3 except as specifically provided in this Comping License, share or copy the Visual Content for example by including it in a disc library, image storage jukebox, network configuration or other similar arrangement.
2.1.4 place and distribute the Visual Content in any online or other electronic distribution system in a downloadable format (except that you may transmit comps digitally or electronically to your clients for their review).
2.1.5 use the Visual Content for any pornographic, unlawful purpose or use or to defame any person or violate any person's right of privacy or publicity or to infringe upon any copyright, trade name, trademark or service mark of any person or entity.
2.1.6 use the Visual Content outside the parameters of use stated in Section 1 above.
III. Limited Warranty and Limitation of Liability
3.1 dinodia photo warrants that: i) it has all necessary rights and authority to enter into and perform this Comping License Agreement; ii) any digital copy of the Visual Content to be free from defects in material and workmanship for ninety (90) days from delivery. Your sole and exclusive remedy for a breach of this warranty is the replacement of the defective digital copy of the Visual Content. Dinodia photo makes no other warranty, express or implied regarding any visual content, or any rights or licenses under this agreement including, without limitation, that the visual content is error free, the implied warranties of merchantability, title and fitness for a particular purpose.
3.2 except for any liability which cannot by law be excluded or limited, neither dinodia photo nor any of dinodia photo's subsidiary, successor, parent, affiliate, partner, officer, director, employee, content provider, licensor, distributor or agent shall be liable for any damages, or lost profits or any other damages, costs or losses arising out of the use or inability to use the visual content or otherwise.
3.3 the representations and warranties made by dinodia photo in this agreement apply only to the visual content as delivered by dinodia photo and will be invalid if the visual content is used in any manner not specifically authorized in this agreement.
IV. Severability
4.1 Should any provision of this Agreement be found invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected and shall remain in full force and effect.

If you are unsure of your rights under this License Agreement or would like to acquire additional rights (or additional seat licenses), please contact us at (+91 22) 2204 4016 or send us an email at info@dinodia.com.
 
LICENSING TERMS
This is a legal agreement between you and dinodia photo llp. Please read this agreement carefully. By downloading and/or using any visual content (as this term is defined in the definition section of this agreement) from this site, you agree to be bound by the terms and conditions of this agreement. If you do not agree with the terms and conditions of this agreement do not download or use any visual content contained in this site.

If you are entering into this agreement on behalf of your employer and/or principal, you hereby represent and warrant that: i) you have full and express authority to enter into this agreement on behalf of your employer and/or principal; and that: ii)  such employer and/or principal has agreed to be bound by the terms hereby; iii) that the visual content and any final work (end-use) including the visual content is only for the benefit of employer or principal and that you will not use any visual content obtained from dinodia photo for the benefit of any other person or entity without entering into a separate license with dinodia photo; and iv) you will comply with all the terms hereof and shall be jointly and severally liable for any breach of the terms of this agreement by your principal and/or employer. All the visual content is copyrighted and all rights to the visual content is owned by dinodia photo and/or its licensors and content providers. Dinodia photo retains all rights not specifically granted to you by this agreement.

Your right to use any visual content is subject to your full payment of the license and the restrictions set forth in this agreement. 

I. Definitions:
1.1 Under the present terms and conditions (hereinafter the “Agreement”), the following definitions shall apply:
1.1.1 dinodia photo: means dinodia photo llp as supplier and licensor of the Visual Content.
1.1.2 Client: means the person or entity who requests and receives the Visual Content and to whom, where applicable, the Visual Content is licensed.
1.1.3 Delivery Memo: means the document issued by dinodia photo, listing all the Visual Content supplied to the Client.
1.1.4 Editorial Use: means the use of the Visual Content relating to events that are newsworthy or of public interest and identified as such on the dinodia photo’s website and expressly excludes any advertorial sections (i.e. sections or supplements in relation to which the Client/Final Client receives a fee from a third-party advertiser or sponsor).
1.1.5 End-Use: means the final work product created by the Client or Final Client which incorporates a Reproduction of the Visual Content, as authorized hereunder.
1.1.6 Final Client: means, where applicable, the person or entity on whose behalf the Client requests and licenses the Visual Content.
1.1.7 Visual Content: means the visual content which may consist in photographs, illustrations, video-clips/footage or other visual content, whether generated optically, electronically, digitally or by any other means which is licensed by dinodia photo to the Client/Final Client under the present Agreement.
1.1.8 Invoice: means the document issued by dinodia photo which shall include, without limitation, a list of the Visual Content selected, the license granted to the Client or Final Client, the corresponding fee for such license and the payment terms.
1.1.9 Reproduction: means any form of copying or publication, of the whole or part, of the Visual Content by any means whatsoever. Reproduction also includes any distortion or manipulation, of the whole or part, of the Visual Content and the creation of any derivative work from, or that incorporates, the Visual Content.
1.1.10 Rights Managed Visual Content (RM Visual Content): means the Visual Content whose use is subject to the Rights Managed Licensing Terms, as set out in Section III herein.
1.1.11 Royalty Free Visual Content (RF Visual Content): means the Visual Content whose use is subject to the Royalty Free Licensing Terms, as set out in section IV herein.
1.1.12 User: means any employee or subcontractor of the Client or Final Client who downloads, manipulates, edits, modifies or saves the digital file containing the Visual Content and is otherwise directly involved in the creative process utilizing the Visual Content; or incorporates the Visual Content within any derivative work.
II. Terms of Delivery of the Visual Content
2.1 Before supplying any Rights Managed Visual Content for Reproduction, the Client must provide dinodia photo with all the required information regarding the intended use.
2.2 The Visual Content is supplied on LOAN and NO property or copyright in any Visual Content shall pass to the Client or Final Client on its submission or on licensing of the Visual Content.
2.3 Unless dinodia photo is otherwise notified in writing by the Client, within 48 hours of receipt of the Visual Content, all Visual Content received shall be considered to be suitable and appropriate and in perfect condition.
2.4 Upon termination or expiration of the license for the use of any Rights Managed Visual Content, the Client shall cease any and all use of it and promptly erase or destroy any reproducible copies of the same.
2.5 Client must retain the copyright symbol, the name of dinodia photo, the Visual Content's identification number and any other information as may be embedded in the electronic file containing the original Visual Content. Client shall maintain a robust firewall to safeguard against unauthorized third-party access to the Visual Content.
2.6 The following credit line is required for any editorial use of any Visual Content “©: “[Photographer’s name]/[Name of the collection]/[dinodia photo]” or "© [dinodia photo]” if no other name is mentioned with the Visual Content. For commercial uses, you shall include the credit described above when customary and appropriate.
III. Licensing terms for Rights Managed Visual Content (RM Visual Content)
3.1 Unless otherwise specified in the Invoice, the RM Visual Content is licensed on a non-exclusive basis and is strictly limited to the use, medium, period of time, print run, placement, size of image, territory, language and any other restrictions specified on the Invoice, which is incorporated into the present Agreement by this reference, and as incorporated together with the present terms constitutes the full license granted.
3.2 Unless otherwise stated in the Invoice, all licenses on the RM Visual Content are non-exclusive and granted for a single publication, single size, single territory, in one single language, and for a term of one (1) year from the date the applicable Invoice is issued. All rights not specifically granted to the Client are reserved.
3.3 The license granted on the RM Visual Content to the Client is non-transferable and non-assignable and may not be transferred or assigned to anyone without the prior written authorization of dinodia photo. This means that any work that the Client produces using the RM Visual Content must be for the Client’s own use or for the use of its direct employer or client, who must be the end-user of its work (Final Client) and as long as all relevant data pertaining to any such end-user is clearly stated in the Invoice for having been provided to dinodia photo prior to licensing. Notwithstanding the foregoing, the rights to use and reproduce the RM Visual Content may be exercised by subcontractors of the Client/Final Client for preparation of the End-Use, provided that such subcontractors agree to abide by the terms of this Agreement.
3.4 The RM Visual Content cannot be used for any of the purposes listed in Section V of this Agreement.
3.5 The license fee on the RM Visual Content depends on the nature of the rights granted; therefore the Client undertakes to obtain an additional license before undertaking any expanded use of the RM Visual Content.
3.6 The RM Visual Content which is restricted to Editorial Use may not be used for any commercial, promotional, endorsement, advertising or merchandising use without the prior written authorization of dinodia photo.
3.7 The RM Visual Content restricted to Editorial Use may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be altered.
3.8 The Client may only make one (1) high-resolution backup copy of the RM Visual Content for security purposes only and therefore shall not make any other additional high resolution copy of the RM Visual Content without the prior written authorization of dinodia photo.
IV. Licensing Terms for the Royalty Free Visual Content (RF Visual Content)
4.1 The license granted on the RF Visual Content is a perpetual, non-exclusive, non-transferable, non-sublicensable worldwide right to Reproduce the RF Visual Content identified in the Invoice an unlimited number of times in any and all media for all purposes other than those uses prohibited in this Section and under Section V of this Agreement.
4.2 The Client who purchases a license may have the RF Visual Content Reproduced by subcontractors of Client for preparation of the End-Use, provided that such subcontractors agree to abide by the provisions of this Agreement.
4.3 The Client may not, without obtaining the prior written consent of dinodia photo and the payment of an additional license fee: (i) include the RF Visual Content in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (ii) use or display RF Visual Content on websites or in any other medium involving the sale, license or other distribution of "on demand" products where the primary value of the product resides in the RF Visual Content itself including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items.
4.4 The Client may store the RF Visual Content in a digital library, network configuration or similar arrangement to allow the RF Visual Content to be viewed by its employees, contractors and Final Client, so long as there are no more than ten (10) Users. Client must purchase additional seat licenses if there are more than ten (10) Users before such additional use begins.
V. Restriction on Use of the Visual Content
5.1 The Visual Content cannot be used in the following ways:
5.1.1 for any pornographic, unlawful purpose or use or to defame any person or violate any person's right of privacy or publicity or to infringe upon any copyright, trade name, trademark or service mark of any person or entity. Advance written permission from dinodia photo is required for use of any Visual Content for sensitive subjects, including without limitation, topics that may depict the subject matter of the Visual Content in a negative or unfavourable light.
5.1.2 used as or form part of a logo, trade name, service mark or trademark or used to infringe on anyone’s logo, trade name, service mark or trademark.
5.1.3 to sell, license or distribute any derivative work containing any Visual Content (End-Use) in a way that would allow a third party to download, extract or access the Visual Content as a stand-alone file.
5.1.4 to be used in a way to allow or invite a third party to download, extract or access the Visual Content as a stand-alone file.
VI. Releases and Third Party Rights
6.1 Unless dinodia photo expressly states otherwise in writing, and given that the Client and/or the Final Client are the only parties apprised of the specific context in which the Visual Content shall be used, the Client hereby acknowledges that the license granted by dinodia photo does not include a license to, and dinodia photo makes no warranties or representations that it licenses any rights related to any person depicted in the Visual Content, nor dinodia photo can guarantee to be in possession (or the validity or effectiveness and scope if applicable) of the necessary authorizations from the persons depicted in the Visual Content for the intended use of the Visual Content. The same shall apply with regard to the authorizations that may be required for the use of names, brands, logos, entities or corporations which may also appear in the Visual Content.
6.2 Also, unless otherwise agreed in writing, and given that the Client or the End-User is the only party privy to the specific context in which the Visual Content shall be used, dinodia photo neither transfers nor guarantees that it possesses any exploitation rights to the designs and works of art (e.g. architectural works), that may appear reproduced in the Visual Content. Therefore, when the license is granted to reproduce the Visual Content, the reproduction being authorized pertains solely to the Visual Content, independently of any rights that may correspond to the copyright holders of the work appearing in said Visual Content.
6.3 Unless otherwise agreed in writing, dinodia photo shall not undertake to obtain the authorizations referred to in previous paragraphs 6.1 and 6.2, whereby the Client and/or the End-User must be the ones responsible to obtain such authorizations, if necessary. Therefore, the Client and/or the End-User shall be solely responsible to third parties for the use of the Visual Content, therefore holding dinodia photo absolutely harmless to that end.
6.4 dinodia photo shall not be held liable for any conflict that may arise as a result of any digital or analogue manipulation of the Visual Content, incorrect, improper or unauthorized use of the Visual Content, such as, for instance, those that serve to illustrate texts or contexts (of any kind, including advertising and commercial ones) that may harm the rights or interests of persons, companies, corporations, etc, and, in particular, when they may be considered slanderous, defamatory or infringing on third party rights, or otherwise illegal.
VII. Limited Warranty and Limitation of Liability
7.1 dinodia photo warrants  i) any digital copy of any Visual Content to be free from defects in material and workmanship for ninety (90) days from delivery and ii)  it has all necessary rights and authority to enter into and perform this Agreement. The Client’s sole and exclusive remedy for a breach of this warranty is the replacement of the defective Visual Content. Dinodia photo grants no rights and makes no warranties with regards to the use of names, trademarks, trade dress, designs or works of art or architecture depicted in any visual content, and you must satisfy yourself that all the necessary rights and consents regarding any of the above, as may be required for the intended use have been obtained. While dinodia photo makes efforts to use accurate caption information, dinodia photo does not warrant that such information is accurate. Dinodia photo makes no other warranty, express or implied regarding any visual content including, without limitation, that the visual content is error free, the implied warranties of merchantability and fitness for a particular purpose.
7.2 except for any liability which cannot by law be excluded or limited, neither dinodia photo nor any dinodia photo subsidiary, successor, parent, affiliate, partner, officer, director, employee, content provider, licensor, distributor or agent shall be liable for any damages, or loss of profits or any other damages, costs or losses arising out of the use or inability to use the visual content.
7.3 the representations and warranties made by dinodia photo in this agreement apply only to the visual content as delivered by dinodia photo and will be invalid if the visual content is used in any manner not specifically authorized in this agreement.
VIII. Data Protection
8.1 dinodia photo hereby informs the Client that any personal data that is provided to dinodia photo for the purposes of servicing the Client, which may include, but is not limited to, personal data of the Client's representative or any other individual which may be required to fulfil this Agreement will be processed and controlled by dinodia photo and used for internal purposes only and more particularly to fulfil licensing transactions, maintain the Client's account and send marketing communication to inform the Client of new products or services or for promotional purposes to send the Client updates on our latest promotions and offers.
8.2 By making this information available to dinodia photo the Client is agreeing to allow us to share this information with dinodia photo's partners, subsidiaries, affiliates, any third party content provider, necessary payment processors or third parties whose services are required to carry out Client's order. We also reserve the right to disclose the Client's personal information if required to do so by law or in order to comply with any legal process.
8.3 The Client represents and warrants to dinodia photo that, prior to disclosing to dinodia photo any personal data of any individual required to fulfil this Agreement (other than the individual who accepts this Agreement in his/her name and on his/her behalf), the Client shall notify this individual of: i) his/her disclosure of his/her personal data to dinodia photo for the purposes specified in the present Agreement, ii) the personal data which is being disclosed in this regard and; iii) dinodia photo's identity and address. The Client accepts and agrees to indemnify and hold harmless dinodia photo for their failure to comply with this obligation.
IX. Unauthorized uses and Indemnification
9.1 Any use of any Visual Content in a manner not expressly authorized by/or in breach of the present Agreement constitutes infringement of copyright, entitling dinodia photo to exercise all rights and remedies available under applicable copyright and other laws.
9.2 The Client agrees to indemnify and hold harmless dinodia photo and its content providers, officers, directors, employees, contractors, subsidiaries, partners, affiliates, licensors and distributors or agents against all claims (including without limitation, claims by third parties), liability, damages, judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to i) the Client’s breach of any terms and conditions or restrictions of the present Agreement (including any terms, conditions and restrictions included on the Invoice); ii) the Client’s use or modification of the Visual Content or the combination of any Visual Content with any text or other Visual Content; iii) Client’s failure to obtain from third parties all necessary permissions to use the Visual Content; and iv) any unauthorized use of the Visual Content.
X. Severability
10.1 Should any provision of this Agreement be found invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected and shall remain in full force and effect. Such provisions shall be revised only to the extent necessary to make them enforceable.
XI. Entire Agreement, Waiver
11.1 This Agreement contains all the terms of the license agreement for the Visual Content and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by you, the terms of this Agreement shall govern. No action of dinodia photo, other than an express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of dinodia photo 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 dinodia photo 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 by dinodia photo on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
XII. Law and Venue
12.1 This Agreement and all matters collateral thereto shall be governed by and construed in accordance with the laws of India, excluding the application of its conflicts of law rules, and any dispute arising hereunder shall be litigated solely in a court of competent jurisdiction in Mumbai, India.
12.2 This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.
 
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