This is a legal agreement between you or your company, firm or other organisation ("you") and Photobank Gallery.
Please read this agreement carefully in its entirety before you continue to use this site or order any image(s). By clicking on the "I agree to the terms and conditions" box at the time of registration or by continuing to use this site or by downloading any image(s) you agree to be bound by the terms of this agreement
1. Definitions
"Terms"
Means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice. The terms contained in the Invoice replace those in this Agreement to the extent of any inconsistency.
"Contributor"
Means the owner(s) of the copyright in the Image(s) or their agent(s) who have submitted the Image(s) to Photobank Gallery.
"Invoice"
Means the computer-generated or pre-printed invoice provided by Photobank Gallery that may include, without limitation, details of the Images selected, any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding price for the Licence. The terms contained in the Invoice shall be incorporated into this Agreement and all references to the Agreement shall include those terms.
"Image(s)"
means any visual representation generated optically, electronically, digitally or by any other means and which is licensed by Photobank Gallery according to the terms of the present license agreement.
"Licence"
Means the non-exclusive (unless otherwise stated in the Invoice) non-sublicensable right Photobank Gallery grants to you to use the Image(s).
"Reproduction"
means any form of copying or publication of the whole or part of any image by any means whatsoever. Reproduction shall also include any distortion or manipulation of the whole or part of any image.
"Release"
Means a model or property release or any other release of a third party right or other permission which it is necessary or desirable to obtain in respect of any Image.
"Licence Fee"
Means any sum or sums payable to Photobank Gallery by you in respect of the Licence.
2. Contracting parties
The parties to this contract are Photobank Gallery and you. Photobank Gallery has been appointed agent by its Contributors to grant this Licence on their behalf.
3. Grant of rights and restrictions
i. Conditioned upon your full payment of the license and your compliance with the terms of the Invoice and this Agreement (including all restrictions), Photobank Gallery grants you a non-exclusive (unless otherwise stated in the Invoice), non-sublicensable, non-transferable right to reproduce the RM Images listed in the Invoice in accordance with the reproduction rights granted and specified in the Invoice.
ii. You must not incorporate Images (or any part of them) into a logo, trade mark or service mark.
iii. Image(s) must not be used as references for creating drawings or other visual works unless specifically authorised in the Invoice.
iv.Unless otherwise specified in the Invoice Image(s) may not be reproduced more than once within any design, editorial piece, advertisement or other work product.
v. A Licence to use an Image on or in a product does not imply any right on your part to use the Image in any manner in the advertising or promotion of such product, which right must be separately negotiated.
vi. The RM Images may not be used for any pornographic, unlawful purpose or use or to defame any person or violate any person's right of privacy or publicity or to infringe upon any copyright, trade name, trademark or service mark of any person or entity. Advance written permission from Photobank Gallery is required for use of any RM Images
4. Credit line
Editorial use of Images must be accompanied by the following credit line: copyright: Photographer/Photobank Gallery. No additional usage, reuse or new use in any form may be made of any Image without first contacting Photobank Gallery to purchase additional rights.
5. Copyright issues
No ownership or copyright in any Image shall pass to you by the issue of the Licence. Unless otherwise agreed in writing, if any Image is reproduced by you for editorial purposes.
6. Warranties
The information provided is "as is" with all faults and without warranty of any kind, expressed or implied, including those of merchantability and fitness for a particular purpose, or arising from a course of dealing, usage or trade practice. Photobank Gallery makes no warranties or representations regarding the accuracy or completeness of the information. Neither Photobank Gallery nor its contributors or photographers shall be liable to you for any general, special, direct, indirect, consequential, incidental, or other damages arising out of the rights granted herein.
7. Limitation of liability
Under no circumstances will Photobank Gallery or its photographers be liable for any damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of (a) the use of or inability to use the Images or (b) the inability to obtain additional rights to the Images (including making additional copies) even if Photobank Gallery has been advised of the possibility of such damages. In any event, the limit of liability of the copyright owner of the Image, their representative, and Photobank Gallery shall be the fee paid for reproduction of the Image.
8. Payment
i. No Reproduction of any Image is authorised until payment in full has been received by Photobank Gallery.
ii. You are responsible for ensuring that all the information appearing in the Invoice is true, accurate and complete.
iii. A late payment charge of one and one-half percent (1.5%) per month or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
9. Indemnity and Unauthorised uses
Youagree to indemnify and hold Photobank Gallery and its Contributors harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorised use of any Image supplied to you by Photobank Gallery, on behalf of the Contributor, or any other breach by you of any of your obligations under this Agreement.
10. Release information
i. Photobank Gallery gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image(s).
ii. Photobank Gallery gives no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image.
iii. You must satisfy yourself that all Releases as may be required for Reproduction of the Image(s) have been secured. You are solely responsible for obtaining all such Releases and the Licence is conditional in each case on your obtaining them. If you are unsure as to whether any Releases are needed for your Image usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by Photobank Gallery employees or representatives save as set out in this Agreement.
11. Licence fee
The Licence Fee depends on the nature of the rights granted. You agree to notify Photobank Gallery in the event that you desire to expand the usage for the Image and pay any additional Licence Fee. Use of an Image in a manner not specifically authorised under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and an infringement of copyright.
12. Licence cancellation:
If You cancel rights granted in the Invoice within seven (7) days from the date of the Invoice, You will be charged a fifty dollar (US$50) administration fee per Image. If the cancellation notice is received more than seven (7) days, but less than thirty (30) days after the Invoice date, a cancellation fee equal to fifty percent (50%) of the amount of the Invoice will be charged. After thirty (30) days, no cancellations will be accepted and the full amount of the invoice must be paid.
13. Retention of digital files
Digital files may be retained for sixty days or until the date indicated on the invoice. Unless this period is extended in writing, you must delete the Images from all electronic and removable media and destroy any other copy of the Images, except as licensed under the License Agreement. |
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