RIGHTS OF USE TERMS AND CONDITIONS OF MEDIA ASSETS

Please read this document carefully and thoroughly. Contact the Communication and Publications Services irri-images@cgiar.org of the International Rice Research Institute www.IRRI.org (IRRI) if you do not understand this Agreement, if you want to use a Media asset in a manner not permitted under this Agreement or if you have any questions.

The following terms and conditions apply to your use of our Media Assets–whether obtained in digital form or otherwise. These are construed to include photographic images, video and audio files, artworks, graphics and logos, or publications obtained from IRRI.

General Terms and Conditions:

A document requesting use of IRRI Media Asset is incorporated by reference into this Agreement, and all references to the Agreement shall include this request document. Along with the request document, these terms constitute a binding Agreement between <CLIENT> and IRRI.

If you are entering into this agreement on your employer's behalf, this Agreement applies both to your employer and to you. By obtaining any Media Asset or any material from IRRI, you agree to be bound by this Agreement. If you choose not to be bound, do not use or download any media assets.

Use of media assets:

“Media Assets” means all content and related informational materials in any medium furnished by IRRI hereunder, including related text, captions, or information.

You agree to a processing fee payment for the use of the Media Asset according to the terms of this Agreement. You are required to pay for processing, transfer– be it electronic or analog– all Media Asset that you obtain, regardless of whether you use them. Except as specified, Media Asset obtained from IRRI are licensed on a non-transferable, one-time, non-exclusive basis, and are strictly limited to the use, medium, time period, print run/air time, placement, size of Media Asset, territory, and any other restrictions indicated in the Rights of Use stipulated.

The Media Asset is licensed for use only for one year from the date of Agreement, unless specified otherwise.

Listed Restrictions:

Media asset may contain listed restrictions, including without limitation restrictions as to time, manner, industry and territory of use. Your ability to access a Media Asset does not in itself entitle you to use that Media Asset. Use of any media asset contrary to a listed restriction is prohibited. If you do not understand or are unsure as to any restriction, you must contact IRRI prior to download or use of any Media asset.

Rights of Use granted by IRRI:

Unless otherwise specified in a separate writing conformed to by IRRI, your reproduction and/or replication of Media Asset is limited to (1) internal evaluation, or comps (2) the specific use described in your request, which together with these terms shall constitute the rights of use granted.

Additional restrictions indicated in the invoice may contain limitations on your use, medium, time period, print run/air time, placement, size of Media Asset, territory, and any other restrictions. Any license granted by IRRI is conditioned upon (1) your meeting all conditions and restrictions imposed by IRRI and (2) IRRI's receipt of full payment by you for such use as invoiced by IRRI. Your failure to make full payment when due shall terminate any license granted to you and entitles IRRI to pursue all remedies available under copyright laws.

You may not otherwise make, use or distribute copies of any Media Asset for any purpose except as authorized. IRRI reserves all rights to the Media Asset, and you do not acquire any copyright, ownership or equivalent rights in or to many Media Asset as a result of any rights of use IRRI grants to you.

The rights of use granted to you is specific to you and your organization and is non-transferable; the work you produce incorporating the Media Asset must be for your own use or for the use of your direct employer.

You may not sell, rent, loan, give, sublicense or otherwise transfer to anyone the Media Asset or any right to reproduce and/or replicate the Media Asset.

Storage of Media Asset:

You may place Media Asset on your internal computer network for a limited time, provided you limit access to these to those having a bona-fide need to facilitate production or creation of any licensed use, but you shall not otherwise distribute or permit access to any media asset.

Following your licensed use, you agree to cease us of all Media asset and delete/destroy any digital copies within fifteen (15) days. You agree not to store or maintain any archive of in any format or medium unless IRRI permits re-use, whereupon you may store solely as permitted in this Agreement. This section shall survive termination of this Agreement.

No Alterations:

Special ethical considerations apply editorial, news, and fine art media asset.

When using such media asset, you may not make or permit any modifications to or alterations to these media asset except for standard color correction minor cropping for space limitations, post-production edits without losing integrity of material. Neither is it allowed to embed information in the media asset unless specifically agreed in writing by IRRI.

Unauthorized Use:

Without limitation, Media asset may not be utilized as a trademark or service mark, or for any pornographic use, or to defame any person, or to violate any person's right of privacy, or to infringe upon any copyright, trade name, trademark, or service mark any person or entity.

Unauthorized use of these media asset constitutes copyright infringement and shall entice IRRI to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such media asset.

IRRI in its sole discretion reserves the right to bill you (and you hereby agree to pay) fees, damages, or penalties IRRI may be entitled to under the Agreement or applicable law. The foregoing is not a limiting statement or IRRI's right or remedies in connection with any unauthorized use.

Sensitive Subjects:

Any rights of use granted by IRRI shall not constitute a representation that media asset is compatible for use with any other material. You are solely responsible for the use of any media asset in combination with any other material, and you agree not to use media asset without IRRI's separate written agreement.

Sensitive topics include, without limitation, topics that may depict the subject matter of a media asset in a negative or unfavorable light. This includes subjecting individuals, institutions, and governments to ridicule. This further includes topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product.

If you are uncertain of topics sensitive to the nature of IRRI, you may contact IRRI, provide a visual comprehensive of the media asset in use and/or provide a descriptive written clarification for additional information prior to any use a Media asset with any sensitive topic.

Processing fee and Payment:

Media Assets processing fees shall be determined solely by IRRI. These fees cover resource IRRI need to sustain its public mandate. Included in the processing fees are analog and digital processing expenses, handling, fee, shipping, electronic storage and transfer, and direct materials used to provide you with the Media Asset requested.

Payment is due within thirty (30) days from issuance of a debit note or invoice. The maximum amount permitted by state or country law shall be imposed on each returned check.

Taxes:

You are responsible for the payment of all sales and use tax, when applicable. IRRI does not accept resale certificates without prior written approval and at IRRI discretion.

Cancellation:

If you cancel right granted in the invoice within seven (7) business days from the date of the invoice, you would be charged a $50 transaction fee per media asset. NO CANCELLATION WILL BE ACCEPTED AND THE FULL AMOUNT OF THE INVOICE MUST BE PAID. For any cancellations, you must also pay the full service charge, production fee, processing and handling fee and shipping fee. No rights to use the media asset will be granted upon a cancellation; all cancellations are final.

Copies:

At IRRI's request, you shall provide to IRRI free of charge, three (3) copies of any printed product or publication, electronic media such as Compact Discs, and other forms you create using the media asset. If electronic use is permitted, the URL and any required passwords or the screen captures for our records.

Publication Right:

IRRI shall exclusively retain all publication rights arising from your use of our Media Assets.

Indemnification:

You agree to indemnify and defend IRRI against all claims (including without limitation claims by third parties), liability damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to:

(I) a breach of this Agreement and any media asset restrictions,

(II) the use of any media asset either alone or in combination with any other material,

(III) Your failure to abide by any restriction regarding the use of a media asset.

Credit Line and Copyright Notice:

You shall include a copyright notice, photo credit or other forms of acknowledgement adjacent or within the end material the media asset is part of to each media asset (e.g. for images, in the format: "© IRRI PHOTO BANK") with each publicly distributed media asset.

Receiving credit is a material aspect of the Agreement for IRRI, and in uses of media asset, you agree to pay triple the processing fee amount if you do not provide such credit and copyright notice. The rights of use prohibits commercial use or for profitable monetary gain.

IRRI Trademarks:

Except for credits as required above, you may not use the trademarks or service marks of IRRI without IRRI's prior written consent.

Choice of Law/ Jurisdiction/ Attorney's Fee:

Any dispute regarding this Agreement shall be handled by Philippine courts and International Laws that apply, and the parties agree to accept the exclusive jurisdiction of Philippine Courts, regardless of conflicts of laws. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, electronic or otherwise, has been and shall be written in the English language. In any dispute between IRRI and <CUSTOMER> where IRRI prevails, IRRI shall be entitled to recover its reasonable attorneys' fees, legal expert fees, court costs, and other legal expenses.

Confidentiality:

During this Agreement, IRRI may provide you with certain pricing, technical, marketing and other confidential information. You acknowledge that such confidential information encompasses valuable trade secrets and is proprietary to IRRI, and you shall maintain the confidentiality of any "confidential information" that IRRI may provide to you, and you shall not use or disclose the same without the prior written consent of IRRI.

"Confidential information" includes any information that is either designated as confidential by IRRI or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential by you.

Limited Warranty:

Subject to the restrictions and limitations contained in IRRI's online site, an invoice, or under this Agreement, IRRI warrants that it has sufficient rights to grant you the rights of use under this Agreement and any accompanying invoice.

Additionally, IRRI warrants that the digital copy of the media asset provided by IRRI to you will be free from defects in material and workmanship (but not visual artifacts inherent in the original Media asset) for fifteen (15) days following delivery or receipt of media asset; and, IRRI will not be your sole and exclusive remedy for your inability to use a media asset and its sole discretion.

WHILE IRRI MAKES EFFORT TO USE ACCURATE CAPTION INFORMATION, IRRI DOES NOT WARRANT THAT CAPTION INFORMATION IS ACCURATE.

IRRI PROVIDES YOU WITH ITS ONLINE SYSTEM OF AN "AS IS" BASIS. IRRI MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY MEDIA ASSETS, ITS ONLINE SYSTEMS, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability:

EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER IRRI, ITS EMPLOYEES, NOR ANY IRRI AFFILIATE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OR INABILITY FOR YOUR USE OF THE MEDIA ASSETS.

Miscellaneous:

You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions.

This agreement and any listed restrictions constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications.

This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of IRRI, provided that no purchase order or similar document issued by you shall modify this Agreement even if signed by IRRI.

If IRRI's performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, flood, fire, explosion, or other act of nature, the public enemy, or any other matter not within IRRI's reasonable control, then the date for performance shall be extended by the time of such delay.

If any provision of this Agreement is found invalid or unenforceable, the reminder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law.

Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified 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.

This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without IRRI's prior written consent.