A. The Mega Agency (“Mega”) operates a Service through which You and other publishers and other third parties may license photos and other editorial content (including images, audio, and audio-visual content and other information) (“Content”) for issuance and/or reproduction via print, broadcast, or other mechanical or electronic means (“Publication”).

B. Licensee desires to license Content from the Service for Publication in certain print, broadcast, or Web-based publications that are owned or exclusively operated by Licensee (the “Properties”), subject to the terms of this Licensee Agreement and Mega desires Licensee to make such submissions.

1.  Agreement and Order of Precedence.

a.  This Agreement is in addition to the Mega General Terms of Use located at ( (the “Terms”) and constitutes “Additional Terms” thereunder. The Terms also apply to your use of the Service together with any other applicable Additional Terms. In the event of any conflict between this Agreement, the Terms, and any other Additional Terms with respect to the subject matter of this Agreement, this Agreement will control unless the Terms or other Additional Terms expressly state that they are intended to supersede this Agreement. Your acceptance of this Agreement and use of the Service means that You accept the Terms and any other Additional Terms. Capitalized words not defined in this Agreement, have the meaning given in the Terms.

b.  Mega reserves the right, in its sole discretion, to modify this Agreement at any time and agrees to notify You by email notification or by announcement on your Mega My Account page of the modifications. If You do not accept the modifications, You may terminate this Agreement as provided below and the unmodified provisions will apply to Content that You licensed prior to the effective date of the modifications. Your continued access to and use of the Service will be subject to and constitute acceptance of the then-current version of the Agreement. 

c.  Unless expressly agreed to in a writing signed by an authorized representative of Mega, any additional or different terms that You may provide or append (e.g., in any purchase order) shall have no effect.


2. License to Content.

a.  License Grant.  Subject to the terms and conditions of this Agreement, the Terms and any Additional Terms, including Your payment of all applicable fees, Mega grants You a non-exclusive, non-assignable, non-transferable, non-sublicensable right and license to access, use, copy, and display in the Properties the Content made available to You through the Service, including the Mega Web site or any associated feeds. With respect to each item of Content, Your license is subject to all applicable Use Restrictions. “Use Restrictions” are the limitations on the scope of use for such Content (e.g., and without limitation, how long You may access and use the Content, permitted media, and any applicable territorial limitations) that accompany the Content or are otherwise made available to You by Mega.  You are responsible for complying with all Use Restrictions.

b.  Additional Restrictions

i.  Without limiting the Use Restrictions, You shall include in each Publication of licensed Content the byline and attribution specified by Mega. 

ii.  You may not edit or otherwise modify the Content unless otherwise permitted in the Use Restrictions or with Mega’s prior written consent. 

iii.  You may not use the Content for any non-editorial purpose, such as in any advertising, marketing materials, advertorial content, or for any other paid, sponsored, or promotional purpose.

iv.  You may not distribute the Content apart from the Property in which it is Published or otherwise make the Content available for download, copying, republication or redistribution by third parties.  If You become aware of any third-party use of the Content resulting from Your access to or use of the Content, you shall promptly notify Mega and, without limiting Mega’s other rights and remedies, You shall promptly remove content appearing in any third-party Publication in violation of the foregoing. 

v.  Apart from the express rights granted under this Agreement, you acquire no right, title, or interest in the Content.


3.  Representations and Warranties.

a.  You represent and warrant that:

i.  You are the sole owner of the Publications or that You have exclusive editorial control over the Publications; and

ii.  Your entry into this Agreement and the performance of Your obligations will not violate any agreement or obligation between You and any third party.

b.  Mega represents and warrants that:

i.  It has all necessary rights and authority to enter into and perform this Agreement; and

ii.  Your use of the Content solely in accordance with this Agreement and in the form made available by Mega will not infringe on any copyrights or moral rights of any person or entity.


4.  Your Additional Obligations.

a.  Reporting.  You shall fully and accurately report to Mega any and all uses of Content made available to You by Mega.

b.  Use of Your Account.  You are solely responsible for maintaining the security of your account and access to any feeds provided or made available to You by Mega.   


5.  Fees and Payment.

a.  Payment. Mega will invoice You for all applicable fees arising from your access to or use of Content. Unless otherwise agreed by Mega in writing, all invoices are payable in full immediately upon invoice. Any undisputed amounts remaining unpaid following the payment due date and all disputed payments that are paid following the resolution of such dispute shall bear interest accruing from the original payment due date through the date that such amounts are paid at the lower interest rate of (a) 1.0% per month and (b) the highest interest rate allowed by law. You are solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Mega’s net income) that are imposed or become due in connection with the subject matter of the Agreement.

b.  Audit.  During the Term and for a period of one year after, Mega may audit Licensee’s compliance with the provisions of this Agreement. Each audit will be conducted at Mega’s expense; provided that if the audit reveals material noncompliance with this Agreement, Licensee will, without limiting Mega’s other remedies, reimburse Mega its reasonable costs of audit. Any such audit will be conducted during normal business hours upon at least ten day’s prior written notice to Licensee. The auditors may review, and Licensee will make available, all records including electronic records and Publications, that are reasonably necessary to determine Licensee’s compliance with its obligations under this Agreement. Prior to an audit, Mega will obtain from the auditor a signed confidentiality agreement reasonably acceptable to Licensee, and the results of the audit and all information reviewed during such audit will be deemed confidential.


6.  Term and Termination.

a.  Term.  This Agreement shall continue until either You or Mega terminates the Agreement as permitted below (the “Term”).

b.  Termination.  Either You or Mega may terminate this Agreement at any time, provided that if You wish to terminate this Agreement, You will provide Mega with at least 30 days’ prior written notice.

c.  Effect of Termination.  Those provisions of this Agreement that by their nature should survive any termination of the Agreement shall be deemed to survive and remain in full force and effect.  Upon termination, the rights granted by Mega to You in the Content will terminate subject to any licenses granted to Licensees during the Term, which shall survive this Agreement for the duration permitted under the Use Restrictions.  You are responsible for all fees incurred by You prior to the effective date of termination or during any such survival period.  

d.  Further Use of the Service.  If your account is terminated for any reason, you must obtain authorization from Mega prior to opening another account.


7.  Indemnification.

a.  Indemnity.

i.  By Mega.  Mega agrees to indemnify, defend, and hold Licensee harmless from and against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon Licensee in connection with any third-party claim, action or proceeding (a “Claim”) arising from or relating to a breach by Mega of its representations and warranties under this Agreement. Notwithstanding the foregoing, Mega shall have no obligation to indemnify Licensee to the extent that any Claim arises from (a) Licensee’s use of the Content in violation of this Agreement (including Licensee’s continued use of the Content after Licensee terminated the license to such Content under Section 7(b)(ii) below; (b) the combination or use of the Content with any other content, or material that were not provided by Mega; or (c) modification of the Content by Licensee or any third party.

ii.  By Licensee.  Without limitation of the indemnities provided in the Terms or any Additional Terms, Licensee agrees to indemnify, defend, and hold Mega, its affiliates and its and their directors, officers, employees and agents and its and their respective successors, heirs and assigns (the “Mega Parties”) harmless from and against any Losses incurred by or imposed upon the Mega Parties or any of them in connection with any Claim arising from or relating to (a) a breach by Licensee of its representations and warranties under this Agreement; or (b) use of the Content in violation of this Agreement.

iii.  Process.  Licensee or the Mega Party requesting indemnification hereunder (the “Indemnified Party”) will (i) provide the party providing indemnification hereunder (the “Indemnifying Party”) with prompt notice of any such Claim (provided, however, that failure to do so shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent of any material prejudice to the Indemnifying Party as a direct result of such failure); (ii) permit the Indemnifying Party to assume and control the defense of such action upon the Indemnifying Party’s written notice to the Indemnified Party of its intention to indemnify; and (iii) upon the Indemnifying Party’s written request, provide to the Indemnifying Party all available information and assistance reasonably necessary for the Indemnifying Party to defend such Claim.  The Indemnified Party shall have the right, at its sole cost and expense, to participate in the defense and settlement of any such Claim with counsel of its choice.

b.  Right to Ameliorate Damages.  In the event that a court of competent jurisdiction determines or in the event that Mega, in its sole discretion, reasonably determines, that any Content infringes, or may infringe, any third-party copyright or moral right, Mega shall, as Customer’s sole and exclusive remedy (but without limitation of Mega’s obligations under Section 7(a)(i)), and at Mega’s sole discretion, either: (i) obtain a license, at reasonable cost, for Licensee to continue using the Content; or (ii) terminate the license to such Content in whole or in part (in which event, Licensee shall immediately terminate its use of the Content and remove or delete all copies thereof) and provide a pro-rata credit for any fees paid or payable by Licensee for its use of such Content.




9.  Miscellaneous.

a.  No Joint Venture.  Nothing in this Agreement creates a partnership, employer-employee relationship, or a joint venture between You and Mega.

b.  Assignment.  Your obligations hereunder may not be assigned without Mega's prior written consent.  Mega may assign its rights and obligations under this Agreement to any Mega affiliate or to any surviving party as part of a corporate reorganization, consolidation, merger, or sale without your consent and without any notice to you. This Agreement shall be binding upon and shall inure to the benefit of the parties' heirs, executors, administrators, successors, and permitted assigns.

c.  Disputes.  Any disputes arising under this Agreement shall be resolved in accordance with Terms.

d.  Confidentiality.  You shall maintain the confidentiality of any Confidential Information that Mega may provide to You, and You shall not use or disclose the same without the prior written consent of Mega. "Confidential Information" means any information that is either designated as confidential by Mega or that under the circumstances surrounding the disclosure ought in good faith be treated as confidential by You. For clarity, the terms of this Agreement are Confidential Information.

e.  English Language.  The English language version of this Agreement shall be used for interpretation of this Agreement, and any foreign language translations of this Agreement provided by Mega are solely for convenience, and will not be used in the case of any dispute.

f.  Entire Agreement.  This Agreement, the Terms and any applicable Additional Terms that are incorporated herein by reference, represents the entire agreement between You and Mega and supersede any and all prior communications, discussion, writings and/or agreements respecting the subject matter of this Agreement.

Effective:  October 10, 2016