DIGITAL
IMAGE LICENSE AGREEMENT
pic™
(photo-image-stock.com) operated
by My-Designer.co.uk (
herein after referred to as "PIC™")
DIGITAL IMAGE LICENSE AGREEMENT
You
are deemed to have accepted the following license terms and
conditions upon
requesting to download the Digital Images.
1. Defined terms
2. Grant of license
3. Fees and charges
4. Additional Reproduction rights in Digital Images
5.
General
1. Defined terms
In these terms
and conditions:
(a) 'PIC™'
means Photo-Image-Stock.com trading as My-Designer.co.uk
(b) 'You' means
a party who uses the Website or downloads any Digital
Image. If You use the
Website or download a Digital Image on behalf
of Your employer this definition
will include Your employer. You will
ensure that any person supplied any
Digital Image at Your request
will comply with these terms, and will be personally
liable to PIC™
if
such person fails to do so, as if such failure were a failure by You.
(c) 'Content' means all of the content featured or displayed on the
Website,
including, but not limited to, Digital Images, Software and
all other text,
graphics, photographs, images, moving images,
sound, illustrations and software.
(d) 'Digital Image(s)' means both Low Resolution Digital Imagery and
High Resolution Digital Imagery available for download on the
Website.
(e) 'High Resolution Digital Imagery' means high-resolution images
and/or
film clips available for downloading on the Website.
(f) 'Invoice' means an
invoice sent to You in accordance with these
Terms and Conditions.
(g)
'Low Resolution Digital Imagery' means low resolution comping
images and
film clips available for downloading from the Website.
(h) 'Software' means
any software program or code provided by PIC™
in
order to support the use of Digital Images which are obtained by
You from
the Website.
(i) 'Reproduction' means any form of colour or black and white
copying,
publication, distribution or other communication to the public of
the
whole or part of any Digital Image whether by printing, photography,
slide projection (whether or not to an audience), xerography, artist's
illustration, layout or presentation, or by electronic, internet,
multimedia,
digital or mechanical means or by any other means.
Reproduction further includes
the use the whole or part of any Digital
Image in the creation of another
picture, which may be partly or
completely different from the original Digital
Image whether such
difference is caused wholly or partly by computer, electronic,
digital,
mechanical or any other means. "Reproduce" has a corresponding
meaning.
(j) 'Website' means the whole or any part of the web site pages
located
at http://www.photo-image-stock.com (including the layout of the
Website,
graphic design elements of the web site pages, underlying code
elements and any text, graphics, sounds, animated elements or other
content
of the Website).
2. Grant of License
(a) In
consideration of payment by You of the fees itemised on the
Invoice, PIC™
grants
You a license to use the Digital Images and
Software subject to the conditions
agreed to by You and listed on the
Invoice and the terms and conditions contained
herein.
(b) Except as expressly set out in these terms and conditions, You
acquire
no rights, including without limitation copyright and other
intellectual property rights, in the Digital Images and Software, other
than
a license granted in accordance with these terms.
(c) Low-Resolution Digital
Imagery taken or downloaded directly from
the website (not sent by email,
isdn of ftp to You), may be used ONLY for
PERSONAL, NONCOMMERCIAL use and
TEST or SAMPLE use,
including COMPS and LAYOUTS. The Low-Resolution Digital
Imagery
may not be used in any final materials distributed internally or
outside of
Your company or to the public, including, but not limited to,
advertising and
marketing materials or any online, or broadcast or other
electronic
distribution system (except that You may transmit comps digitally
or
electronically to Your clients for their review), and may not be
distributed, sublicensed or made available for use or distribution
separately
or individually, and as licensee, You are not entitled to
grant to anyone
else any rights in relation to the Low-Resolution
Digital Imagery.
You
may however, create Low-Resolution Digital Imagery for distribution
within
or outside of Your company from High Resolution Imagery of which
You have
purchased the rights to use in accordance to the license granted
or can use
any low resolution images sent through email, isdn or ftp by
PIC™
to You.
(d) High-Resolution Digital Imagery may not be sub-licensed, resold or
otherwise
made available for use or distribution separately or
detached from a product
or web page. For example, High-Resolution
Digital Imagery may be used as
an integral part of a web page
design, but may not be made available for
downloading separately or
in a format designed or intended for permanent
storage or re-use by
Website users. Similarly, third parties may be provided
with copies of
High-Resolution Digital Imagery (including digital files)
as an
integral part of work product, but may not be provided with
High-Resolution
Digital Imagery or permitted to use High-Resolution
Digital Imagery separately.
If such use is required, it is necessary
for the third party to enter into
a separate license agreement
with PIC™.
(e) The Digital Images may not be used in a manner which is
pornographic,
defamatory, unlawful or absent the consent of the
model featured in the Digital
Image.
(f) If a Digital Image featuring a person is used in a manner that
implies
endorsement, use of, or a connection to a product or service by that
model, or a potentially unflattering or controversial subject, You must
publish a statement which indicates that the person is a model and is
used
for illustrative purposes only.
(g) Software may be used only in conjunction
with Digital Images. One
copy of the Digital Image and Software may be made
for backup
purposes only, but may be used only if the original Digital Image
or
Software becomes defective, or is destroyed or otherwise irretrievably
lost. Except as specifically provided in this agreement, no Digital
Image or Software may be shared or copied.
(h) Where the license is granted
for use by charities or educational
institutions where license fees have
been waived, the license hereby
granted is expressly subject to the condition
that the copyright notice
"© PIC™.
All rights reserved." appears adjacent to any Digital Image
sourced
from a Website, or such a copyright notice is clearly visible on
a credits
page or screen.
(i) Digital Images are not licensed for use where a third
party can
download from a website because those images are in a downloadable
or FTP format.
Use of the Digital Images and Software must be in
compliance with all
applicable laws, including, but not limited to, laws
and regulations relating
to copyright. Where PIC™
or its
licensor's rights with respect to any Digital
Image and Software are adversely
affected by any third party, PIC™
reserves
the right to terminate any license granted with respect to such Digital Image
and Software. In the event of such termination, Your sole remedy will be
the replacement of such license with a license for alternative Digital
Image(s) and Software as determined by PIC™.
3. Fees and charges
3.1 Direct Debit
You
can elect at the time of purchase to pay for the Digital Image(s)
instantaneously
through direct credit card debit. PIC™
will
automatically debit
Your chosen credit card and following download of the
Digital Image(s), PIC™
will send You an Invoice confirming the transaction details and Reproduction
rights granted with respect to each Digital Image licensed.
3.2
PIC™
Account
Holders
(a) Should you be an approved PIC™
account holder at the time of purchase,
You can elect to pay for the Digital
Image(s) via Your PIC™
account by
contacting PIC™
or by
ordering through the
Order Page of the Website.
Following download of the Digital Image(s) PIC™
will forward an Invoice
to You confirming all fees payable and Reproduction
rights granted
with respect to each Digital Image licensed.
(b) The
total amount shown on the Invoice is due and payable by You to
PIC™
within thirty (30) days of the date of Invoice. PIC™
will be entitled
to charge interest on amounts not so paid at the rate of
two (2)
percent per annum above the Average UK Bank prime rate
from
the due date until the total Invoice sum has been paid and,
at PIC™
discretion, invoice any end-user directly for any Reproduction
fees payable
with respect to Digital Images supplied by or on Your
behalf . Your company
directors, partners or proprietors agree to
accept joint and several liability
with respect to all debts incurred
by You. Your right to use any image licensed
is subject to the payment
of the amount outstanding on the invoice.
3.3 Death, Bankruptcy, Winding Up….
On Your death or bankruptcy,
or in the event of a resolution, petition
or order for winding up being made
against You, or if a receiver is
appointed, or if You are unable to trade
because of Your inability to
pay Your creditors, PIC™
may at any time thereafter gain immediate
access to inspect any records,
accounts and books relating to the
Reproduction of PIC™
Digital Images to ensure that the Digital Images
are being used only in accordance
with the Reproduction rights
granted to You and where it is found that the
Digital Images are not
being used in accordance with the Reproduction rights
granted to You,
PIC™
may terminate the license and do all things necessary to prevent
Your use
of the Digital Images.
3.4 VAT: As of 2004 and including 2005, PIC™
are
not VAT registered
as the turnover was less in 2004 and expected to be less
in 2005 than
required by the Inland Revenue (UK) where VAT is liable and
until PIC™
become VATable, you, the agent will not be liable to VAT charges.
If and When PIC™
do become
VAT registered, the following will apply and
this contract will be amended:
All Invoices will have added to it Value Added Tax at the rate which
applies from time to time if you are a resident of the United Kingdom.
4. Additional Reproduction rights in Digital Images
This
section only applies if the employee who made the original purchase
whilst
in the employment of one company has begun working or is in the
employment
of another company and wishes to re-use that same image
for or on behalf
of the new company.
(a) Should You require additional Reproduction rights
in any Digital
Image, You must revisit the Website and repurchase the desired
Digital Image and must specify the additional Reproduction rights
required.
Alternatively You can contact a PIC™
sales representative on
+44 (0) 7951 988 595 (international) or send an email
to
sales@photo-image-stock.com
(b) A corresponding Invoice will be emailed
to You confirming the
transaction details or fees payable and Reproduction
rights granted
with respect to each Digital Image in which additional Reproduction
rights are granted by PIC™.
Such Reproduction fee as advised by PIC™
to You may vary per Digital Image depending on a number of factors
including
but not limited to the period of use, print run, media usage,
end user customer,
industry, territory and size and position of
proposed Reproduction.
(c)
You acknowledge and agree to the following:
(i) Reproduction rights are strictly
limited to the specific use
granted by PIC™
with respect to each Digital Image and as
detailed on the corresponding Invoice
emailed to You.
(ii) Reproduction and re-use of any Digital Image without
the
required consent granted by PIC™
constitutes an infringement of
copyright by You. Reproduction rights and
license to use are
only granted on payment of the Invoice. Reproduction
availability must be confirmed by PIC™
before Your Reproduction.
(iii) Reproduction rights are granted by PIC™
for each Digital Image
solely to You and are not assignable without the prior
written
consent of PIC™.
(d) You acknowledge that any Digital Image licensed by PIC™
of a person,
including a person well known to the general public or engaged
in
competitive sport, may not be used in a manner which can be
reasonably
construed as that person's endorsement of a product or
service, nor may any
Digital Image be used in a manner which can be
reasonably construed as derogatory,
libelous, defamatory or
slanderous of that person.
5.
General
(a) PIC™
warrants that it owns or is licensed to supply for Reproduction the
Digital
Images supplied. Unless specified in writing PIC™
does not
warrant to You the existence or validity of model, property or other
releases with respect to any Digital Images downloaded to You. You
must
satisfy Yourself as to Digital Image suitability, Reproduction
quality and
caption accuracy and that all necessary rights, consents,
permissions and
releases have been obtained prior to Reproduction of
each Digital Image by
You.
(b) To the full extent permitted by law, PIC™
excludes all warranties,
statutory, express or implied, from these terms
of supply and license,
except as expressly set out above. Where any statutory
terms may
not be excluded, liability in respect of them is limited to repair
or
resupply of goods, or the supply of services again. These terms are
the entire agreement between the parties regarding the Digital
Images, Software
and any services supplied by PIC™.
(c) You agree to indemnify and keep indemnified PIC™
from and against
any and all loss, damage or liability whether criminal or
civil suffered by
PIC™
and resulting from any act omission, negligence or default of You
or Your
agents, principals, customers, clients or contractors, or
arising out of
the Reproduction of a Digital Image or use of
Software, in any manner or
for any use or purpose whatsoever
by You.
(d) Neither party may assign
this Agreement without the prior written
consent of the other party. Notwithstanding
the foregoing, PIC™
may
assign this Agreement or any of its rights under this Agreement and
may transfer its obligations under this Agreement to a related body
corporate
(as that term is used in the Corporations Law) of PIC™,
or an
organisation which during the term of this Agreement becomes a
related body corporate of PIC™,
without the consent of You.
(e) In the event of any offer to the public of
shares in PIC™,
PIC™
shall be
entitled to disclose this Agreement and use in or incidental to
such
public offer all or any of the Digital Images, without liability to
You.
(f) Amendments, modifications or changes to these terms and conditions
are not effective unless agreed in writing by PIC™
and You.
(g) These terms and conditions are governed by the law of the United
Kingdom. |