Terms & Conditions.
By purchasing the selected photographs (the "Images") you hereby agree and acknowledge that you are not acquiring any right, title or interest in or to the Images(s) or any associated copyrights, other then the right to possess, hold and use the Images(s) for personal, non-commercial purposes. Furthermore, you agree that you will: (i) not copy, duplicate, distribute or otherwise reproduce the Images(s) except for personal, non commercial use, (ii) not use the Images for any commercial purpose, (iii) indemnify Utterly Original Photography and its affiliates, officers, members, managers, employees and agents against any claims, losses or damages incurred as a result of or in connection with your breach of the foregoing restrictions.
THIS IS A LEGAL AGREEMENT BETWEEN THE LICENSEE (AS DEFINED BELOW) AND THE LICENSOR (AS DEFINED BELOW). THIS AGREEMENT APPLIES TO CERTAIN LICENSES ISSUED VIA THE WWW.UTTERLYORIGINAL.CO.UK WEBSITE (THE "SITE"), AND ITS OWNER AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").
1. Definitions. In this Agreement the following definitions apply:
1.1 "Invoice" means the computer-generated or pre-printed invoice provided by or through the Site that may include, without limitation, names of the Licensor and Licensee, the permitted scope of use of the Licensed Material selected and the corresponding price for the license of such Licensed Material.
1.2 "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Licensor under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.
1.3 "Licensee" means the person or entity set forth in the applicable Invoice as the "licensee" and receiving the rights to the Licensed Materials as specified hereunder.
1.4 "Licensor" means the person or entity set forth on the Invoice as the "licensor" and granting the rights to the Licensed Materials as specified hereunder.
1.5 "Reproduction" and "Reproduce" mean any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
1.6 "User" means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Material or incorporates the Licensed Material within any derivative work.
2. Grant of Rights. Subject to the terms of this Agreement:
2.1 Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for the following purposes (together the "Permitted Uses"):
2.1 Prints, canvasses, physical products or reproductions to be displayed for personal use.
2.2 Any other uses approved by the Licensor in the Invoice or otherwise in writing.
2.3 Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.
3.1 Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement. Licensee may not include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products.
3.2 Licensee may not sell, license or distribute any derivative work containing the Licensed Material. This includes access that would allow a third party to download, extract or access the Licensed Material as a standalone file.
3.4 Licensed Material shall not be incorporated into a logo, trademark or service mark.
3.5 Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile telephone devices.
3.6 The Licensed Material may not be used in a pornographic, defamatory or otherwise illegal manner.
4. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Licensor grants Licensee no right or license, express or implied, to the Licensed Material.
5.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, Licensor shall defend, indemnify and hold Licensee harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Licensor is in breach of its warranties given in section 4 above.
THE FOREGOING STATES LICENSOR'S ENTIRE INDEMNIFICATION OBLIGATION TO LICENSEE UNDER THIS AGREEMENT AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 ABOVE.
6.1 Where Licensee's use of the Licensed Material is not authorized by this Agreement, Licensee shall defend, indemnify and hold Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other breach by Licensee of this Agreement.
6.2 The party seeking indemnification pursuant to this section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall cooperate in the defence thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
7. Termination and Revocation.
7.1 The license contained in this Agreement will terminate automatically without notice from Licensor if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; (ii) destroy or, upon the request of Licensor, return the Licensed Material to Licensor; and (iii) delete or remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical).
7.2 Licensor reserves the right to revoke the license to use the Licensed Material for good cause and elect to replace such Licensed Material with alternative Licensed Material. Upon notice of any revocation of a license for any particular Licensed Material, Licensee shall immediately cease using such Licensed Material and shall where possible ensure that its clients and customers do likewise.
8 Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to section 5.1, Licensor shall not be liable for any loss or damage suffered by 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 any way from its Reproduction.
9. Miscellaneous Terms.
9.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
9.2 Governing Law. This Agreement will be governed in all respects by the copyright laws of the United Kingdom.
9.3 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
9.4 Waiver. No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by Licensor of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy by Licensor on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
9.5 Entire Agreement. This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.