We hereby represent that both the authorization to access the Database - through user names and passwords, which allow use of its search tools based on subject indexes and/or specialized vocabularies, including functions such as uploading, saving, sharing, ordering and purchasing -  and the lease of the Master Copies extracted from said Database are subject to the following terms and conditions, which for all legal purposes are accessible, and available to third parties through their publication on the website.

1) DEFINITIONS

In this agreement, the following words and phrases shall have the meaning indicated below for each of them:

Client means the Subject authorized to access the Online Database and use the Master Copies extracted therefrom.

Online Database means the dynamic database consisting of the collection that presently includes around 1,000,000 (one million) images (on average in A4 RGBsize at 300dpi, i.e. 2400 x 3500 pixels, and higher resolutions), together with the related cataloguing information and other independent elements, systematically and methodically arranged, and individually accessible electronically, better identified in the website. All the economic exploitation rights existing on the Online Database in any form whatsoever are reserved.

Master Copy/ies: means Color Transparencies, CDs, Blu-Ray DVDs, memory cards, flash memory cards and the related electronic file(s) of digital images contained in the On-Line Database (average 300dpi RGB A4 formats, i.e. with resolutions of 2400x3500 pixels, and higher), protected by invisible digital watermarks, in TIFF, Jpeg, PDF, video formats, etc.

2) ACCESS TO THE ON-LINE DATABASE – LEASED MASTER COPIES - FEES

the Client is authorized to access the On-Line Database – by using the related research tools through thematic indexes and/or specialized vocabularies, including functions like uploading, saving, sharing, ordering and purchasing – after being assigned the necessary username and password. The Master Copy may be leased to the Client if requested by e-mail, for one single use in color and/or black and white, for the publication in a single edition and in only one reproduction format, according to the fees of the official price list. If the Master Copy is to be used on the web, in apps, or in multimedia products, the Client shall not publish the images contained therein in any size greater than 800 pixels (long side) and 96 dpi. Any different understanding, which may also regard fees, intended to prevail over these general conditions, must be agreed upon in writing before the Master Copies requested are sent, or they will be deemed null and void. After the payment of the aforesaid fee, the Master Copies requested will be sent to the Client.

The payment of said fee shall be due by the Client even in the event that the Client does not use the Master Copies.

3) WARRANTIES

The Client is held harmless from any claim that might be brought by the photographer and/or his assignees for violation of any neighbouring rights on the “simple” photographs stored in the Master Copies. In case the photographer (or his assignee), as the owner(s) of the Master Copies and the related associated rights, object(s) to or disrupt(s) or violate(s) the licensed use of the Master Copies, the Client will be held free and harmless from any and all liability.

4) ASSETS, INTELLECTUAL PROPERTY AND PORTRAYED SUBJECTS

No guarantees are granted to the rights which third parties may have or enforce in connection with the content (photographed asset, artwork and/or portrait) of the images reproduced in the Master Copies. In addition, the Client shall comply with any special condition imposed by the museums.

This Agreement, therefore, expressly excludes all the artist’s copyrights on photographic works as well as all the rights third parties may have in connection with the reproducibility of tangible or intangible assets (including intellectual work or art works, distinctive signs, trademarks and logos, patents, industrial design and models, names of legal and other persons, etc.) and/or on the subjects portrayed in the images stored in the Master Copies.

The Client shall assess whether there is a need to request and clear, at his own care and expense, the rights on the assets, intangible assets and/or portrayed individuals with any third party (or, after his/their death, from the heirs or rights holders) and obtain any necessary permission to be legally entitled to use said images stored in the leased Master Copies.

It is expressly understood that the image stored in the Master Copies leased to the Client can be used by any other third party, even if they are direct competitors of the Client, as well as to use or let said images be used for any purpose and through any medium even if said use is considered to be in direct competition with the use made by the Client hereunder.

5) NO TRANSFER OF RIGHTS - NO ASSIGNMENT OF THE AGREEMENT

The Client may not assign this Agreement, either wholly or in part, to third parties nor permit third parties to exercise one or more of the rights and powers contemplated herein, either temporarily or definitively. Any transfer by the Client, whether it be of the rights or of the Agreement, will be deemed null and void unless each individual transfer, grant, authorization, or license is specifically authorized in advance, on a case-by-case basis, in writing and signed by the Parties.

6) NATURE OF THE MASTER COPY

It is expressly understood that the Master Copy is not fungible, is not consumable, and is and shall remain the exclusive property of the Licensor. The Master Copy shall be returned unaltered and not modified by the Client at the end of the lease.

7) CLIENT’S OBLIGATIONS

The Client shall:

- not eliminate or remove any special indications, cataloguing information or the photographic credit placed near each of the images stored in the Master Copies;

- not alter, cut out or manipulate said images in any manner, without previous written authorization, even if such alterations would not be detrimental to the honor or decorum of the photographer and/or the photographed work.

- not use the aforementioned images in any advertising, promotion, marketing, packaging, merchandising, stationery, multimedia product or immersive exhibition without the prior written authorization of the licensor.

- not use the aforementioned images in any manner that conveys a message which is unlawful, obscene, defamatory, ambiguous, fraudulent, threatening, offensive, blasphemous, or which promotes activities related to pornography or tobacco.

The Client shall also:

- send the Licensor (and certain represented museums as indicated in the price quote, the Download details, delivery note and invoice) a sample of the products or publications developed using the Master Copies;

- inform The Licensor in writing and well in advance, the related dates of the first publication of the aforesaid products;

- in the case of books or magazines, provide The Licensor with ISBN/ISSN numbers as soon as available.

- confirm in writing all the actual specifications according to which the Master Copies are used.

The Client also agrees to mandatorily indicate on each copy of his products or publications, near each reproduction, or in the colophon, the name of The licensor, along with the name of any other owner, and the year of publication, by accurately reproducing the credits exactly as they are specified in the  Download details and/or in the Delivery Note and/or the invoice sent by email by The licensor.

8) TRADEMARK

The Client may not use or let others use the licensor trademark. The Client hereby recognizes and declares that no clause in this Agreement may be interpreted as giving the Client any right or power to use the licensor’s trademark, which is and shall remain the exclusive property of the licensor. The Client recognizes the activity carried out by the licensor, intrinsically contained in the trademark worldwide. The Client warrants that it has not acquired and will not acquire and will not behave as if it has acquired any right whatsoever in said trademark and its registrations.

9) LIMITATIONS AND GUARANTEES

9.1) The Client may not authorize third parties to use the Master Copies received by the Licensor in any form or manner.

9.2) The Client may transfer the Master Copies, exclusively to the companies outsourced for layout work, and for the sole purpose of conducting the activities specified in the order and authorized in the present Agreement.

9.3) The Client represents and warrants that no copies will be made of the Master Copies received by the Licensor beyond the agreed limitations, and shall destroy, and have any company outsourced for layout work, destroy any Media on which the Master Copies received have been transferred, together with any copy that may have been made, including any ephemeral or technical copy, as soon as the work assigned to them has been completed.

9.4) The Client also represents and warrants that it owns no Master Copy containing any image that is identical to those specified hereunder.

10) PENALTIES

Should the Client fail to fulfil even only one of the following obligations:

a) no assignment of the Agreement or prohibition to exercise one or more of the rights and powers granted by art. 5) of this Agreement;

b) obligation to return the Master Copies pursuant to art. 6 hereof and/or to destroy the Master Copies pursuant to art. 9.3 hereof;

c) obligation not to eliminate or remove the indications placed by The Licensor near each of the images stored in the Master Copies pursuant to art. 7 hereof;

d) obligation to indicate the wordings specified in art. 7 hereof on each copy of the published Master Copies;

e) prohibition to use or let others use The Licensor trademark pursuant to art. 8 hereof;

the Client shall pay The Licensor a penalty equivalent to the fee paid, multiplied by five, for each individual violation, and The Licensor shall reserve the right to claim for compensation of any further damage.