Henrietta Lacks' family has reclaimed herstory and their story. In their commitment to preserve her legacy, the CELLebrate Henrietta Lacks works are all copyrighted.
The funds The Lacks Family take in from content and licensing, further our mission by educating the next generation on Henrietta Lacks' legacy and the impact of her HeLa cells through activities and strategic programs that promote health equity and social justice.
THE LACKS FAMILY CONTENT LICENSE AGREEMENT
This is a license agreement between you and THE LACKS FAMILY that explains how you can use photos, illustrations, vectors, and video clips (individually and collectively, "content") that you license from THE LACKS FAMILY. By downloading content from THE LACKS FAMILY, you accept the terms of this agreement.
Limited to the specific use, medium, period of time, print run, placement, size of content, and territory selected, and any other restrictions that accompany the content on THE LACKS FAMILY hela100.org website (or any other method of content delivery) or in an order confirmation or invoice.
Non-Exclusive, meaning that, unless otherwise indicated on the website, your invoice, sales order or separate agreement, you do not have exclusive rights to use the content. THE LACKS FAMILY can license the same content to other customers.
For purposes of this agreement, "use" means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of. Please make sure you read the Restricted Uses section below for exceptions.
No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations (including for sports content, any restrictions or credentials issued by a sports league or governing body) or industry codes.
No Commercial Use of Editorial Content. Unless additional rights are specified on THE LACKS FAMILY invoice or sales order, or granted pursuant to a separate license agreement, you may not use editorial content for any commercial, promotional, advertorial, endorsement, advertising, gambling/betting/gaming uses or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events or topics that are newsworthy or of general public interest.
No Alteration of Editorial Content. Content marked "editorial" may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the content is not compromised, but you may not otherwise alter the content.
No Standalone File Use. You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).
No False Representation of Authorship. You may not falsely represent that you are the original creator of a work that is made up largely of licensed content. For instance, you cannot create artwork based solely on licensed content and claim that you are the author.
Restricted Uses - unless additional license purchased. The following are prohibited without the prior written consent of THE LACKS FAMILY and payment of an additional license fee:
No 'On Demand' Products. You may not use content in connection with "on demand" products (e.g., products in which a licensed image is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com and cafepress.com).
No Electronic Templates. You may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, and brochure design templates).
No Use in Trademark or Logo. You may not use content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content.
No Machine Learning, AI, or Biometric Technology Use. You may not use content (including any caption information, keywords or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, THE LACKS FAMILY does not represent or warrant that consent has been obtained for such uses with respect to released content.
No Metadata Exploitation. You may not use the caption information, keywords, accompanying text, or other metadata associated with content separate and apart from the content, or allow any third parties to access or use any such information associated with content.
Who, besides me, can use the licensed content? The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else.
Subcontractors. You may allow subcontractors or distributors to use content in any production or distribution process related to your final project or end use. These subcontractors and distributors must agree to be bound by the terms of this agreement and may not use the content for any other purpose.
You will be responsible for tracking all activity, and you agree to notify THE LACKS FAMILY immediately of any unauthorized use. THE LACKS FAMILY reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If THE LACKS FAMILY determines that you are in breach of this or any other term of this agreement, it may suspend access to images and seek further legal remedies.
Intellectual Property Rights.
Who owns the content? All of the licensed content is owned by THE LACKS FAMILY or its collaborators. All rights not expressly granted in this agreement are reserved by THE LACKS FAMILY and its collaborators. You may not assert any right to revenue from a collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the licensed content.
Do I need to include a photo credit? Yes, you need to include a photo credit for all use. If you are using content for editorial purposes, you must include a credit adjacent to the content or in production credits. The credit should be as stipulated in the caption information accompanying the content on THE LACKS FAMILY hela100.org website.
Do I need to include a video credit? Yes, you need to include a video credit for all use. In an audio/visual production where credits are accorded to other providers of licensed material, you must include a credit in comparable size and placement. The credit should be as stipulated in the caption information accompanying the content on THE LACKS FAMILY hela100.org website.
Can I use THE LACKS FAMILY name or logo, or the name and logos of its content suppliers? You may use the name of THE LACKS FAMILY and/or its content suppliers as necessary to give attribution, but you may not otherwise use their names, logos, or trademarks without prior written approval.
Termination. THE LACKS FAMILY may terminate this agreement at any time if you breach any of the terms of this or any other agreement with THE LACKS FAMILY Images, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to THE LACKS FAMILY in writing that you have complied with these requirements.
Social Media Termination. If you use the content on a social media platform or other third-party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, the rights granted for such use shall immediately terminate, and in that event, upon THE LACKS FAMILY Images' request, you agree to remove any content from such platform or website.
Refunds/Cancellation. No credits or refunds are available. All media purchases are non-refundable.
Content Withdrawal. THE LACKS FAMILY may discontinue licensing any item of content at any time in its sole discretion. Upon notice from THE LACKS FAMILY Images, or upon your knowledge, that any content may be subject to a claim of infringement of a third party's right for which THE LACKS FAMILY may be liable, THE LACKS FAMILY may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. THE LACKS FAMILY will provide you with replacement content (determined by THE LACKS FAMILY in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
Representations and Warranties. THE LACKS FAMILY makes the following representations and warranties:
Warranty of Non-Infringement. For all licensed content, THE LACKS FAMILY warrants that your use of such content in accordance with this agreement and in the form delivered by THE LACKS FAMILY (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.
Warranty Disclaimer. Unless specifically warranted above, THE LACKS FAMILY does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as "editorial," and that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.
Caption/Metadata Disclaimer. While THE LACKS FAMILY has made efforts to correctly categorize, keyword, caption and title the content and does not warrant the accuracy of such information, or of any metadata provided with the content.
No Other Warranties. Except as provided in this section above, the content is provided "as is" without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. THE LACKS FAMILY does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.
Indemnification/Limitation of Liability.
Indemnification of THE LACKS FAMILY by you. You agree to defend, indemnify and hold harmless THE LACKS FAMILY and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with THE LACKS FAMILY Images; and (iii) your failure to obtain any required release for your use of content.
Indemnification of you by THE LACKS FAMILY. Provided that you are not in breach of this or any other agreement with THE LACKS FAMILY, and as your sole and exclusive remedy for any breach of the warranties set forth in the Section above, THE LACKS FAMILY agrees, subject to the terms of this Section, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by THE LACKS FAMILY of its warranties in the Section above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from THE LACKS FAMILY, or upon your knowledge, that the content is subject to a claim of infringement of a third party's right.
The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
Limitation of Liability. THE LACKS FAMILY WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF THE LACKS FAMILY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.
Assignment. This agreement is personal to you and is not assignable by you without THE LACKS FAMILY Images' prior written consent. THE LACKS FAMILY may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
Audit. Upon reasonable notice, you agree to provide to THE LACKS FAMILY sample copies of projects or end uses that contain licensed content, including by providing THE LACKS FAMILY with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, THE LACKS FAMILY may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals a violation of this agreement, it may be terminated if not brought into compliance.
Electronic storage. You agree to retain the copyright symbol, the name of THE LACKS FAMILY Images, the content's identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties. You may make one (1) copy of the content for back-up purposes.
Arbitration. Any questions or controversy arising under this Agreement shall be submitted to binding arbitration. All proceedings in connection with an arbitration shall be in accordance with the rules of the American Arbitration Association or JAMS and venue of the District of Columbia. The prevailing party in any arbitration shall be entitled, in addition to any remedies allowed, to all reasonable attorney’s fees and any costs incurred, including, but not limited to, the costs and reasonable attorney’s fees of enforcing this arbitration provision. Reasonable attorney’s fees shall be defined as not more than twenty-five percent (25%) of the amount in controversy.
Governing Law. This Agreement will be governed and interpreted in accordance with the laws of the State of New York, without reference to its laws relating to conflicts of law.
Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties or issued electronically by THE LACKS FAMILY and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.
Notice. All notices required to be sent to THE LACKS FAMILY under this agreement should be sent via email to email@example.com. All notices to you will be sent via email to the email set out in your account.
Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.
Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, THE LACKS FAMILY may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.