STANDARD LICENSING TERMS

These Standard Licensing Terms governs any licensing by Registered Users of photos available on Trunk Archive's website, trunkarchive.com. By accepting these Standard Licensing Terms, the Registered User acknowledges and consents to these Standard Licensing Terms, including the Privacy Policy and the Terms of Use of the website.

1. The scope of the licence
At the Registered User's acceptance of these Standard Licensing Terms and the Registered User's receipt of the license (by email) related to the chosen photo(s) in question, Trunk Archive grants a personal, non-assignable and non-exclusive (unless otherwise specified in the license) licence to the Registered User to use the licensed photo only in accordance with the specifications and limitations specified in the license. The specifications and limitations concern area of use, medium, territory, time, printing and copying possibilities or restrictions, size, etc. The Registered User alone is entitled to use the licensed photo in accordance with the specifications and limitations in the license.

At any time, Trunk Archive is entitled to ensure that the Registered User respects these Standard Licensing Terms.

2. Intellectual property rights
Trunk Archive and its partners or licensors holds all intellectual property rights, including copyright, to the licensed photos. The Registered User must in every respect abide by the rights of Trunk Archive and its partners and licensors, and the Registered User is liable without limitations for any disregard or infringement of these rights, including un-allowed or unlawful use or for-warding of the licensed photo to a third party.

The Registered User shall (unless otherwise specified in the license) credit the photo in accor-dance with the credit line on the website including the photographer’s name, the collection name (when applicable) and Trunk Archive as the distributor of the licensed photo.

The Registered User is not entitled to change, amend or otherwise alter the licensed photo or parts thereof (unless otherwise specified in the license) nor is the Registered User entitled to alter or remove statements regarding copyright, rights holder information (credit), etc. Further, the Registered User is not allowed to use the licensed photo in any compromising or defamatory con-text.

The Registered User is not entitled to copy the licensed photo or parts thereof to an extent other than specified in the license. The Registered User shall ensure that the licensed photo is kept inaccessible to a third party and that the licensed photo not otherwise will come into the possession of a third party.

3. Payment
The price for the licensed photo is specified in the license, and the outstanding amount is due 30 (thirty) days from the date of the license (unless otherwise specified in the license). In the event of late payment Trunk Archive shall be entitled to claim default interest of 1.75 % per month or any fraction of a month of the amount due.

4. Support
If the Registered User experiences difficulties in licensing photos at Trunk Archive's website, the Registered User may contact Trunk Archive's helpdesk at +1 212 356 0099 on working days between 09:30 AM – 17:30 PM (ECT) or at info@trunkarchive.com. Trunk Archive will try to help the Registered User as far as possible, but cannot be held responsible for the Registered User's own hardware, software or internet connection or the advice given.

5. Complaints and Remedies
If the licensed photo cannot be accessed or used as presupposed by the Registered User after his/her acceptance of these Standard Licensing Terms, Trunk Archive – after having been informed thereof by the Registered User – is under an obligation to ensure that the licensed photo can be used by the Registered User in accordance with the specification and limitation specified in the license. This right to complain and this obligation to remedy are the Registered User's only rights in connection with defective delivery of the licensed photo.

6. Representations and Warranties; Limitation of Liability
Trunk Archive warrants that it has obtained the right to licence the photo from the photographer. Besides this express warranty, the licensed photo is licensed "as is". Trunk Archive makes no other representations or warranties of any kind whatsoever, express or implied, in connection with the licensing or these Standard Licensing Terms, including but not limited to warranties of merchantability, non-infringement or fitness for a particular purpose, except to the extent such representations and warranties are not legally excludable. To the fullest extent permitted by law Trunk Archive will not be liable for any direct, indirect, special, incidental, or consequential damages of any kind (including lost profits) related to the licensed photo, including use thereof, regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if Trunk Archive have been advised of the possibility of such damages. In no event shall Trunk Archive maximum aggregate liability exceed USD 5,000.

7. Indemnification
The Registered User agrees to defend, indemnify and hold Trunk Archive harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from the Registered User's use of the licensed photo.

8. Force Majeure
A party cannot be held responsible towards the other party in case of force majeure, which affects the party's obligations under these Standard Licensing Terms. Force majeure includes i.a. war and mobilization, natural disasters, strikes, lock-outs, fires, absent, delayed or defective deliveries from sub-suppliers/licensors, damaged production machinery, computer virus, key personnel being unfit for work, import and export regulation conditions and other conditions outside the con-trol of the party in question.

9. Termination
The licence granted in accordance with these Standard Licensing Terms is in force until it expires in accordance with the time limitations set out in the license. In addition, Trunk Archive is entitled to terminate the licence at any time if the Registered User does not comply with these Standard Licensing Terms.

10. Assignment
The Registered User is entitled to use the licensed photo(s) for his/her own use only. The Registered User is not entitled to assign, lend or in any other way transfer the rights or obligations, partly or in full, provided in the license and these Standard Licensing Terms without the prior written consent of Trunk Archive.

11. Privacy Policy
The Registered User will be asked to submit some information when registering as a user. Please see the Privacy Policy in respect of how Trunk Archive handles this information along with information about the Registered User's interactions at Trunk Archive's website.

12. Disputes
New York State law shall govern the use of the licensed photo and the parties hereto submit to the exclusive jurisdiction of the New York courts.

13. General
These Standard Licensing Terms and the license constitute the complete and exclusive agreement between the Registered User and Trunk Archive regarding the licensed photo(s). Trunk Archive reserves the right, in its sole discretion, to change these Standard Licensing Terms at any time by posting the changes on Trunk Archive's website. Any changes are effective immediately upon posting to the website. The Registered User's continued use of licensed photos, including any new licensing, is governed by such new Standard Licensing Terms. Trunk Archive's failure to require performance of any provision in these Standard Licensing Terms shall not affect Trunk Archive's full right to require such performance at any time thereafter, nor shall Trunk Archive's waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. No failure to exercise and no delay on the part of either party in exercising any right, remedy, power or privi-lege of that party under these Standard Licensing Terms and no course of dealing between the parties shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. In the event that any provision of these Standard Licensing Terms shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render these Standard Licensing Terms unenforceable or invalid as a whole. Trunk Archive will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent as reflected in the original provision.