RAKSH Non-Exclusive Right License Agreement
THIS IS A BINDING AGREEMENT (THE "AGREEMENT") BETWEEN YOU, YOUR ORGANIZATION, THE LICENSEE, YOUR CLIENT, PURCHASER (IF APPLICABLE), OR ANY OTHER RELEVANT PARTY (COLLECTIVELY REFERRED TO AS "LICENSEE"), AND Raksh Audio & Visuals Proprietorship Company. Raksh is a business entity registered under the Companies Act, 1956, with its principal office located at 505, Rao Complex, 1st Floor, Near Shiv Mandir, Sukhrali Enclave, Sector 17, Atul Katriya Chowk, Gurgaon, Haryana 122022, INDIA. THE TERM "Raksh" INCLUDES ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNEES, ADMINISTRATORS, AND AUTHORIZED REPRESENTATIVES. THIS AGREEMENT IS APPLICABLE TO ALL LICENSES ISSUED THROUGH THE WEBSITE AND VIA LOCAL SALES REPRESENTATIVES, AND COVERS THE ONLINE DELIVERY OF THE LICENSED CONTENT. BY PURCHASING A LICENSE, THE LICENSEE, DESIGNATED END USER, AND PURCHASER CONFIRM THEIR LEGAL CAPACITY TO ENTER INTO A CONTRACT IN ACCORDANCE WITH APPLICABLE LOCAL LAWS.
1. DEFINITIONS. In this Agreement following definitions apply
1.1 GALLERY DATABASE
Refers to any digital collection or catalog of images maintained or accessible via Raksh through its website https://picturesbazaar.com/, which may be organized or categorized in any manner.
1.2 DISCLOSED AGENT OR PURCHASER
Designates the party obtaining the license on behalf of the Designated End User. The Disclosed Agent may be a design agency, freelancer, employee, or another individual or entity contracted by the Designated End User. If the Disclosed Agent is not the Designated End User, they act on behalf of the Designated End User, and both entities are subject to the terms and conditions of this Agreement.
1.3 DESIGNATED END USER OR LICENSEE
Refers to the individual or organization acquiring the license under this Agreement, or if a separate purchaser exists, the entity identified as the Licensee during the purchase process and listed as such on the Invoice. When acquiring the Licensed Material, you will be prompted to specify the "Designated End User." If you are an agent, contractor, or representative working on behalf of a client, the client and/or the product or service they are promoting is considered the "Designated End User" of the Licensed Material.
1.4 LICENSED MATERIAL
Refers to any digital images, film or video footage, audio, sound, visual representations, or other media generated optically, electronically, digitally, or by any other means, including, but not limited to, original digital files, and any other formats protected by intellectual property rights, including copyright, trademark, patent, or other proprietary rights, that Raksh grants to the Licensee under the terms of this Agreement. References to Licensed Material refer to both individual items and the Licensed Material as a whole.
1.5 EDITORIAL USE
Refers to non-commercial, non-private use and widespread distribution intended to deliver information, facts, or opinions to the public about events deemed newsworthy or of public significance.
1.6 EDITORIAL LICENSED MATERIAL
Refers to Licensed Material designated for "Editorial Use."
1.7 LICENSEE WORK
Refers to a final product or service developed by or on behalf of the Licensee, utilizing independent effort and creativity, that includes a reproduction of the Licensed Material along with other materials.
1.8 REPRODUCTION AND REPRODUCE
Means any method of copying, publishing, altering, distorting, cropping, manipulating, or modifying all or part of the Licensed Material, and creating derivative works from or incorporating the Licensed Material.
1.9 INVOICE
Refers to the standard, computer-generated, or pre-printed invoice issued by Raksh that outlines the terms agreed upon by Raksh and the Licensee. The Invoice is an integral part of this Agreement, and any references to the Agreement will include the Invoice.
1.10 LICENSE FEE
Refers to the amount due for the Licensed Material as listed on Raksh's website.
1.11 RIGHTS AND RESTRICTIONS
Refers to the information provided to the Licensee at the time of selecting the Licensed Material, which may include: (i) details accompanying the Licensed Material on Raksh's website (including all steps in the purchase process); (ii) a formal quote issued by Raksh; or (iii) an editorial feed (if delivered), and may also be included in the Invoice. These terms may specify, among other things, the permitted scope of use, the license duration, territorial limits, and any other restrictions related to the use of the selected Licensed Material, as well as the applicable price ("License Fee"). The Rights and Restrictions are incorporated into this Agreement, and all references to the Agreement will also include the Rights and Restrictions.
2. GRANT OF RIGHTS AND RESTRICTIONS
2.1 Raksh grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, temporary, restricted, and non-assignable right to reproduce the Licensed Material specified in the Invoice, solely as explicitly outlined in this Agreement. The rights granted herein may be exercised by the Licensee’s subcontractors (including Purchasers), provided that such subcontractors agree to comply with all terms and conditions of this Agreement and the Website's Terms of Use.
2.2The use of the Licensed Material is strictly limited to the permitted use, medium, duration, placement, size, territory, and any other restrictions specified in the Rights and Restrictions and the Invoice.
2.2.1Raksh grants a license to reproduce or use the Licensed Material (excluding images from the "Star Collection") for a "Lifetime" period, within the territory or country where the license was acquired upon payment. This license will terminate automatically at the end of the license period unless terminated earlier. If the Licensee wishes to continue using the Licensed Material beyond the Lifetime period or in a different territory, a new license must be obtained from Raksh, with the payment of the license fee based on the current pricing.
2.2.2 The use of the Licensed Material listed under the "Star Collection" is subject to the following terms: (i) The pricing for "Star Collection" is based on the duration and territorial scope of usage. Additionally, the use of the Licensed Material is strictly limited to the selected industry. Any use outside the specified territory, industry, or time period will be considered a breach of this Agreement and may result in copyright infringement. For web usage, the Licensed Material can be used globally. (ii) The Licensee is not permitted to use the Licensed Material from the "Star Collection" for testimonials, endorsements, or to use the model’s name in any form without Raksh's prior written consent.
2.3 The use of the Licensed Material for any pornographic, defamatory, libelous, immoral, obscene, fraudulent, or unlawful purposes is strictly prohibited, whether used directly or in context with certain subject matter. The Licensee further agrees not to use the Licensed Material in connection with sensitive subjects, as determined by Raksh, including but not limited to sex-related products, sexually transmitted diseases, substance abuse, alcohol, tobacco, AIDS, cancer, mental disorders, alternative lifestyles, and physical or mental abuse, without prior written consent from Raksh. Sensitive subject use pertains to both commercial and editorial purposes. The availability of model releases does not grant permission to use the Licensed Material in these sensitive contexts.
2.4Unless additional rights are specified in the Rights and Restrictions or granted through a separate License Agreement, Editorial Licensed Material may not be used for commercial, promotional, endorsement, advertising, or merchandising purposes, including as part of billboards, trade shows, or exhibit displays. For clarification, "editorial use" refers to restrictive use related to newsworthy events or matters of public interest.
2.5 Licensed Material may be cropped, provided that its editorial integrity is maintained and not compromised. However, it may not be rotated, altered, modified, or tampered with, either manually or electronically, without Raksh's prior written consent.
2.6 The Licensed Material cannot be incorporated into a logo, trademark, or service mark.
2.7 The Licensee is prohibited from making the Licensed Material available in any manner that would allow others to download or extract it.
2.8 Licensed Material may not be modified, reconfigured, or repurposed for use in mobile-specific websites or mobile applications designed for viewing on mobile devices, without obtaining prior written consent from Raksh.
2.9 The Licensee does not have the right to store high-resolution copies of the Licensed Material on their servers, digital media, disks, or any other storage medium (whether online or offline) where third parties could potentially access the material.
2.10 If any Licensed Material featuring a model or property is used in a manner that could suggest the model personally endorses a product or service, or if descriptive information (such as name, age, qualifications, career details) is used with the material, the Licensee must include a disclaimer indicating: (i) the material is used for illustrative purposes only; and (ii) any person depicted is a model.
2.11Unless otherwise authorized by applicable law or specified in the Rights and Restrictions, the Licensee may not reproduce the final product containing the Licensed Material in secondary reproductions, such as compilations, in-context promotions, or on file-sharing or social networking websites like YouTube, Facebook, etc. Such reproductions require additional licensing and prior written consent from Raksh, and may be subject to additional fees.
2.12The Licensed Material shall not be used in any way that contravenes any restrictions on use provided to the Licensee before or at the time of delivery. These restrictions may be included in the Rights and Restrictions or in any other written communication from Raksh. Any such restrictions are incorporated into and form part of this Agreement.
2.13 The Licensed Material may be cropped, but under no circumstances should it be altered, changed, or tampered with, either manually or electronically, without Raksh’s express written consent.
2.14Raksh may inspect the Licensee’s records, accounts, and books upon reasonable notice to ensure the Licensed Material is being used in compliance with this Agreement.
2.15The Licensee grants Raksh an irrevocable, perpetual, royalty-free, non-exclusive right and license to use the Final Elements created by the Licensee for the promotion of Raksh or its subsidiaries. "Final Elements" refers to any final product produced by the Licensee under this Agreement, including its use in magazines, books, films, TV productions, and other printed materials.
2.16 When the Purchaser is licensing the Licensed Material on behalf of the Licensee, the Purchaser affirms that they are authorized to act as the Licensee’s agent and have the full authority to bind the Licensee to this Agreement. If the Licensee disputes the Purchaser’s authority, the Purchaser remains responsible for any non-compliance with the terms of this Agreement. This provision does not relieve the Purchaser of their obligation to make payment for the Licensed Material.
2.17 The Licensee is prohibited from falsely representing, either directly or indirectly, that they are the original creator of a work that substantially derives from the Licensed Material.
2.18 If the Rights and Restrictions include website use, the Licensee must display terms and conditions on their permitted website that restrict downloading the Licensed Material for non-personal use and prohibit republication, retransmission, or reproduction of the Licensed Material.
2.19 The body parts or essential features of the model(s) in the Licensed Material must not be cropped, altered, manipulated, or distorted without obtaining prior written approval from Raksh.
3. INTELLECTUAL PROPERTY RIGHTS AND PHOTO CREDIT
3.1 Raksh is the sole and exclusive owner of all materials and content on Raksh’s Websites, including, but not limited to, https://www.picturesbazaar.com and the websites of its affiliates and subsidiaries. All materials and content on these Websites, including but not limited to the design, layout, images, 3D illustrations, documents, files, photographs, content, text, graphics, sounds, videos, footage, trade dress, trademarks, patents, written materials ("Raksh Content"), are the exclusive property of Raksh and are protected by all applicable laws, including, but not limited to, copyright, trademark, trade names, patents, design rights, internet domain names, data protection laws, IT Act, privacy and publicity rights, and other relevant rights and statutes. Use of any Raksh Content without prior express written permission and a valid license is strictly prohibited. All rights, title, ownership, intellectual property rights, and proprietary rights in Raksh’s Websites and its content will remain with Raksh, its affiliates, and subsidiaries at all times, and will not transfer to the Licensee, its representatives, or any third party.
3.2 COPYRIGHT Raksh holds all copyrights for the Content and Licensed Material available on the Website. The issuance of the license granted in this Agreement does not transfer any ownership rights in any Content or Licensed Material to the Licensee. Except as explicitly stated in this Agreement, Raksh does not grant any right or license, either express or implied, to the Licensed Material. The Licensee is prohibited from removing any copyright or other proprietary rights notice contained in the Licensed Material or in any associated promotional materials provided on this Website.
3.3 TRADEMARKS
3.3.1Raksh is the exclusive owner and rights holder of Raksh Trademarks, including https://picturesbazaar.com/, Raksh Audio Visuals, and any other Raksh trade names, trademarks, logos, service marks, and any other slogan or design displayed on the Website or used in commerce, including the names of all Licensed Material collections (collectively referred to as “Raksh Marks”). Raksh Marks shall remain the sole property of Raksh, its affiliates, and subsidiaries and may not be copied, imitated, or used, in whole or in part, without Raksh's prior written consent or the applicable trademark holder’s consent.
3.3.2 The Licensee is not permitted to use, register, or assist any third party in using or registering any trademarks, trade names, logos, internet domain names, or any mark or name that is confusingly similar to Raksh Marks or owned by Raksh without prior written approval from Raksh.
3.3.3 The Licensee agrees not to contest the validity of Raksh Marks, nor oppose, or assist others in opposing, the registration of any of Raksh Marks, now or in the future.
3.3.4 The Licensee is prohibited from using any Raksh Marks in connection with any of their Works. All goodwill related to Raksh Marks shall exclusively belong to Raksh.
3.3.5 The Licensee agrees not to use Raksh Marks in any manner that could tarnish, disparage, or reflect negatively on Raksh or its trademarks.
3.3.6 The Licensee agrees not to use any Raksh Marks or any variations thereof, including misspellings, as a domain name, part of a domain name (regardless of the top-level domain), meta-tags, hidden text, keywords, or any other type of programming code or data.
3.3.7 The Licensee is prohibited from adopting or using any word or mark similar to or likely to be confused with Raksh Marks, without Raksh's prior written consent. Additionally, the look and feel of the Website, including all page headers, custom graphics, button icons, and scripts, are service marks, trademarks, and/or trade dress of Raksh and may not be copied, imitated, or used, in whole or in part, without Raksh's prior written permission.
3.3.8Nothing in this Agreement confers any ownership rights to the Licensee in Raksh Marks.
3.3.9 The Licensee may not use Raksh Marks, Licensed Material, or other content from Raksh to link to their own Website without first obtaining Raksh's written consent.
3.3.10 The Licensee is prohibited from framing or hotlinking to Raksh’s Website or any of its content, other than their own, without Raksh’s prior written consent.
3.3.11 Any other trademarks, registered trademarks, product names, company names, or logos mentioned on the Website are the property of their respective owners. Any reference to products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise, does not imply endorsement, sponsorship, or recommendation by Raksh.
3.3.12 PHOTO CREDIT Editorial Licensed Material must include the credit line: "picturesbazaar/Photographer's Name" or as otherwise instructed by Raksh. If the Licensee omits the credit line while using the Licensed Material, an additional fee up to one hundred percent (100%) of the original License Fee may be charged at Raksh’s sole discretion. This fee will be in addition to any other legal or equitable rights and remedies that Raksh may have.
4. RELEASES
4.1 Raksh will inform the Licensee if it has obtained a model release and/or property release for the Licensed Material, either via the Licensed Material on the Website, in the Rights and Restrictions, or through written notice to the Licensee. The warranty and indemnity provisions set forth in Clauses 5.1(iv) and 6.1 below apply only if and when such written notification is provided. If no such notification is given, it means no model or property release has been obtained, and consequently, the warranty and indemnity as outlined in Clauses 5.1(iv) and 6.1 will be void and unenforceable. In the absence of such notification regarding model or property releases, Raksh will not be liable for any claims from third parties regarding the use of the Licensed Material without a model or property release.
The Licensee acknowledges that certain jurisdictions offer legal protection against the commercial use of a person’s image, likeness, or property without their consent. Neither Raksh nor any party on whose behalf Raksh licenses Licensed Material (each referred to as a "Licensor") makes any representations or warranties concerning whether additional fees or payments may be required to be paid to any individual depicted in the Licensed Material under applicable laws. The Licensee is solely responsible for any such fees or payments.
4.2 Except where specifically notified that a model and/or property release has been obtained by Raksh, neither Raksh nor any Licensor grants any rights or provides any warranties regarding the use of names, people, likenesses, properties, trademarks, trade dress, logos, or any registered, unregistered, or copyrighted works such as audio, designs, or works of art and architecture depicted in any Licensed Material. The Licensee is fully responsible for determining if a release is needed for any intended use of the Licensed Material and for obtaining the necessary release(s). As for any release provided with Editorial Licensed Material, neither Raksh nor any Licensor makes any representation or warranty regarding its sufficiency for the Licensee's intended use. The Licensee must obtain all necessary releases, approvals, and clearances for any individuals, models, properties, team logos, trademarks, audio, or other third-party rights that may be required for the Licensee’s use of the Licensed Material before using it.
5. WARRANTY AND LIMITATION OF LIABILITY
5.1 Raksh warrants that: (i) it has all necessary rights and authority to enter into and fulfill the terms of this Agreement;
(ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from the date of delivery, with Licensee's sole and exclusive remedy for any breach of this warranty being the replacement of the Licensed Material;
(iii) Licensee's use of the Licensed Material in its original form, and when used strictly in accordance with this Agreement, will not infringe upon the copyrights or moral rights of any person or entity; and
(iv) if a release is provided by Raksh pursuant to Section 4.1, Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe on any trademark or other intellectual property right, nor will it violate any right of privacy or publicity.
5.2Raksh uses reasonable efforts to ensure the accuracy, correctness, and reliability of the information and Content provided; however, Raksh makes no representations or warranties regarding Content posted by third-party Users, particularly in terms of its accuracy, correctness, reliability, or any other irregularities.
5.3 NEITHER Raksh NOR ANY LICENSOR MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL Raksh, ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, EMPLOYEES, AGENTS, MEMBERS, OR ANY LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR ANY OTHER DAMAGES, COSTS, OR LOSSES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE OF THE WEBSITE, THE SERVICES, Raksh IMAGE CONTENT, OR ANY MATERIALS ACCESSED THROUGH THE WEBSITE. THIS INCLUDES DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON INFORMATION OBTAINED FROM Raksh, OR ARISING FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER CAUSED BY ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO Raksh'S RECORDS, PROGRAMS, OR SERVICES, EVEN IF Raksh OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS, OR LOSSES. Raksh SHALL NOT BE LIABLE FOR DAMAGES, COSTS, OR LOSSES ARISING OUT OF OR RESULTING FROM MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH THE LICENSED MATERIAL IS USED IN A LICENSEE'S WORK. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF LICENSEE OR PURCHASER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST AROSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN TYPES OF DAMAGES.
5.4 In no event shall the total liability of Raksh, whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), product liability, strict liability, or any other legal theory, arising out of or relating to the use of the site, exceed the total compensation the Licensee or Purchaser has paid, if any, to Raksh for access to or use of the Website and the Licensed Material.
6. INDEMNIFICATION
6.1 Provided that the Licensed Material is used solely in accordance with this Agreement and the Website's Terms of Use, and the Licensee is not otherwise in breach of this Agreement, and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties outlined in Clause 5, Raksh shall, subject to the provisions of Clauses 5.3, 6.3, and 9.7, defend, indemnify, and hold Licensee harmless from all damages (excluding punitive damages not directly attributable to Raksh's actions), liabilities, and expenses (including reasonable attorneys' fees and authorized costs) arising out of or related to any actual or threatened lawsuit, claim, or legal proceeding alleging that Raksh has breached its warranties as described in Clause 5 above. This provision outlines Raksh's entire indemnification obligation under this Agreement.
6.2 Licensee agrees to defend, indemnify, and hold Raksh and its parent company, subsidiaries, and affiliated entities (including their respective officers, directors, agents, and employees) harmless from all damages (excluding punitive damages not directly attributable to Licensee's actions), liabilities, and expenses (including reasonable attorneys' fees and authorized costs) arising out of or related to claims by third parties concerning:
(i) Licensee’s use of any Licensed Material beyond the scope of this Agreement;
(ii) any actual or alleged breach of this Agreement by Licensee; or
(iii) Licensee’s failure to obtain any necessary release. This indemnification is in addition to Raksh's right to terminate the Agreement due to a breach of the representations and warranties and does not waive or limit Raksh's other rights or remedies.
6.3 The party seeking indemnification under this Clause 6 shall promptly notify the other party of the claim. The indemnifying party may, at its option, assume the responsibility for handling, settling, or defending the claim or litigation, and in such case, the indemnified party agrees to cooperate in the defense of such claim or litigation. The indemnified party may also participate in the litigation at its own expense, using counsel of its choice. The indemnifying party will not be responsible for legal fees and costs incurred before the other party provides notice of the claim for indemnification.
7. CONDITION OF LICENSED MATERIAL
Licensee must thoroughly examine all Licensed Material for any possible defects (whether digital or otherwise) before sending any Licensed Material for reproduction. Notwithstanding Section 5.1(ii) above, Raksh shall not be held liable for any loss or damage suffered by the Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption, or in connection with its reproduction.
8. GOVERNING LAW AND JURISDICTION
Any dispute, disagreement, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (collectively, "Disputes") shall initially be resolved amicably. The Parties agree to meet and attempt to resolve the dispute in good faith. If a resolution is not reached within [30] days from the date the dispute arises (or such longer period as mutually agreed upon by the Parties in writing), the dispute shall be referred to arbitration. The arbitration will be conducted by a panel of three arbitrators, each party having the right to appoint one arbitrator. The two appointed arbitrators will then jointly appoint a Presiding Arbitrator. The Presiding Arbitrator shall issue a reasoned award. Any decision or direction issued by the majority of the tribunal shall be final and binding on both Parties.
The arbitration proceedings shall be governed by the Indian Arbitration and Conciliation Act, 1996, and any applicable rules in force at the time. The seat of arbitration shall be Delhi, India, and the arbitration shall be administered in accordance with the rules and regulations of the administering body.
If any award issued in the arbitration proceedings is not acceptable to a Party, that Party may seek resolution in the appropriate court of law, as described below. This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. The courts in Delhi, India, shall have exclusive jurisdiction over any matters arising from this Agreement.
9. MISCELLANEOUS
9.1 UNAUTHORIZED USEAny use of the Licensed Material that is not explicitly authorized by this Agreement, or that breaches any term of this Agreement, constitutes copyright infringement and other violations, entitling Raksh to exercise all rights and remedies available to it under copyright laws and other applicable laws worldwide. The Licensee shall be responsible for any damages resulting from such unauthorized use, including claims by third parties. In addition, and without prejudice to Raksh’s other remedies under this Agreement, Raksh reserves the right to charge a fee of up to five (5) times Raksh's standard license fee for the unauthorized use of the Licensed Material, which the Licensee agrees to pay.
9.2 TERMINATION Notwithstanding any other terms or conditions, Raksh reserves the right, in its sole discretion and without prior notice, to terminate the Licensee's account and/or block the Licensee's access to the Website. Raksh may terminate this Agreement if the Licensee: (i) enters into the Agreement after receiving notice from Raksh regarding unauthorized use of the Licensed Material; (ii) provides inaccurate information regarding the intended use of the Licensed Material; or (iii) otherwise breaches any terms or conditions of this Agreement or the Website’s Terms of Use. Upon termination, the Licensee must immediately destroy or cease using, and delete all digital files containing the Licensed Material from the Licensee's database. The Licensee must return to Raksh all copies of the Licensed Material and related documentation and relinquish partial control of any work derived from the Licensed Material.
9.3 REMEDY FOR BREACH The Licensee acknowledges that any breach of this Agreement by the Licensee or their representatives may cause Raksh irreparable harm, injury, loss, and damage, the extent of which may be impossible to quantify, and for which monetary damages would not be an adequate remedy. Therefore, in addition to any other remedies available to Raksh under the law or in equity, Raksh shall be entitled to seek injunctive relief and other equitable remedies in the event of such a breach by the Licensee or their representatives.
9.4 AMENDMENT OF TERMS Raksh reserves the right to change the terms and conditions of this Agreement, as well as any policies or guidelines on the Website, at any time and at its sole discretion. The Licensee's continued use of the Website after the posting of any such changes will constitute acceptance of those changes and an agreement to be bound by them.
9.5 ELECTRONIC STORAGE For any Licensed Material delivered to the Licensee in electronic form, the Licensee must retain the copyright symbol, Raksh's name, and the image number or other identifier associated with the Licensed Material as part of the electronic file. The Licensee may not create additional high-resolution copies of the Licensed Material and must maintain a strong firewall to protect against unauthorized access. Upon the expiration or earlier termination of this Agreement, the Licensee must promptly delete the Licensed Material from all premises, computer systems, and storage (electronic or physical) and ensure that any subcontractors do the same.
9.6 AUDIT/CERTIFICATE OF COMPLIANCE Upon reasonable notice, the Licensee shall provide sample copies of any reproductions containing the Licensed Material to Raksh. Raksh may also, at its discretion, audit the Licensee’s records related to this Agreement to verify compliance with its terms. If Raksh reasonably believes that the Licensee is using the Licensed Material outside the scope of the granted license, the Licensee shall, at Raksh's request, provide a certificate of compliance, signed by an authorized officer of the Licensee, in a form approved by Raksh.
9.7 WITHDRAWAL Upon notice from Raksh or if the Licensee becomes aware that any Licensed Material is subject to a claim of infringement or violation of rights, or if Raksh withdraws any Licensed Material for any reason, the Licensee shall immediately remove the Licensed Material from all premises, computer systems, and storage (electronic or physical) and cease any future use at its own expense.
9.8 SEVERABILITY If any provision of this Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not be affected. Such provisions shall be amended only as necessary to make them enforceable.
9.9 ENTIRE AGREEMENT This Agreement, along with the Invoice and the Terms of Use of the Website (incorporated by reference), constitutes the entire agreement between the parties. It supersedes any prior proposals, agreements, or communications, whether oral or written, regarding the subject matter of this Agreement.
9.10 WAIVER No action by Raksh, other than an express written waiver, may be construed as a waiver of any provision of this Agreement. A delay in enforcing any rights or remedies shall not be deemed a waiver, and a single or partial exercise of any right or remedy shall not preclude further exercises of that right or remedy. A waiver of a right or remedy on one occasion does not waive the right or remedy on any other occasion. Any rights not expressly granted herein are reserved.
ACKNOWLEDGEMENT By agreeing to this Agreement, you acknowledge and confirm that you have read, understood, and accepted all the terms and conditions of this Agreement. In consideration of Raksh providing the content, you agree to be bound by these terms. You further agree that this is the entire agreement and supersedes any prior oral or written agreements, proposals, or communications between Raksh and yourself relating to the subject of this Agreement.