License agreement

By downloading any Media from this Site, by making any Use of the Media, or by indicating Your acceptance of this Agreement in any other way, You agree to the terms of this License Agreement.

1. BACKGROUND TO AGREEMENT

The rights that You have to use Media downloaded from Our website are set out in this Agreement. You can only Use the Media if You agree to the terms of this Agreement.

If You do not agree, or do not have authority to enter into this agreement, You may not download or make Use of the Media.

 

    2. DEFINITIONS

The following words and phrases have these meanings in this Agreement:

“Agreement” means this License Agreement as well as the Membership Agreement and Order Confirmation, which are deemed to form part of the Agreement.

“Intellectual Property Rights” means copyright, patents, registered designs, trademarks (whether registered or not), trade secrets, database rights, design rights, service marks and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions that grant similar rights.

“License Date” means the date on which the license begins as described in clause 4.2.

“Licensed Media” means Media that You are licensed to Use in terms of this Agreement.

“Media” means photographs, images offered for distribution through the Site

“Order Confirmation” means the confirmation that We send to You that confirms the Terms of Your order for Media.

“Permitted Use” means the way You are allowed to Use the Licensed Media (see the Terms).

“Prohibited Use” means a Use of the Licensed Media that is not a Permitted Use and / or that is described as a prohibited use.

“Site” means Internet World Wide website at URL www.images.rossandhelen.com or another URL that We may use for these purposes.

“Terms” means the “Standard License” and “Extended License”

“Use” in relation to the Media means to reproduce, publish, perform, broadcast, transmit, adapt and / or create derivative works from the Media.

“Us” means Ross and Helen photographers that own all media on web site images.rossandhelen.com

   3. AGREEMENT

3.1 Acceptance. By downloading any Media from the Site, by making any Use of the Media, or by indicating Your acceptance of this Agreement in any other way, You agree to the terms of this Agreement.

3.2 Separate Agreements. This is not a master agreement: each time You download Media, You enter into a separate License Agreement for that Media.

3.3 Incorporation. This Agreement consists of this document, and also incorporates the terms of the Membership Agreement and the Order Confirmation.

   4. GRANT OF LICENSE

You may not make any Use of the Media without agreeing to the terms of this Agreement.

4.1 Commencement of License. The license as described in this clause will only come into being upon payment in full of the License Fee.

4.2 Dispute. If there is a dispute between the parties relating to the payment of any License Fee, or the Use to which You put the Licensed Media, We may at Our sole discretion suspend operation of the license for the period of the dispute.

4.3 Grant of License. We grant You a non-exclusive, non-assignable and worldwide license to Use the Licensed Media subject to the Terms selected by You and reflected on the Order Confirmation. Note that the license only applies to the resolution of Media that You selected in your order.

4.4 Breach of License. Any Use of the Licensed Media not listed as a Permitted Use, or which is listed as a Prohibited Use will be a material breach of this Agreement and an infringement of copyright.

4.5 Retention of Rights. Despite anything that may appear elsewhere in this Agreement:

All rights in and to the Media, including Intellectual Property Rights, are retained by Us.

Nothing in this Agreement is to be interpreted as an assignment of any Intellectual Property Rights in the Media to You or to any third party.

We will own the Intellectual Property Rights to any adaptations made to the Media.

4.6 Enquiries. If You are not certain whether a proposed activity is a Permitted Use or a Prohibited Use, You should contact Us using the contact details published on the Site.

   5. STANDARD LICENSE

The terms in this clause apply to all Use of the Licensed Media, and the terms set out in this clause are also included in all of the other Terms.

5.1 Permitted Use. Permitted Use of Licensed Media subject to this license is restricted to the following:

5.1.1 Only You are allowed to Use the Licensed Media, but You may transfer files containing Licensed Media to Your clients, printers, Internet Service Provider and the like to facilitate Your Use as described in the Permitted Uses, but You must ensure that they do not make any other Use of the Licensed Media.

5.1.2 Use in Advertising and promotional projects with less than 500 000 impressions. This includes printed materials, posters, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (not for resale or license);

5.1.3 Entertainment applications with less than 500 000 impressions, such as books and book covers, magazines, newspapers, editorials, newsletters, video, broadcast and theatrical presentations;

5.1.4 On–line or electronic publications. This includes web pages to a maximum of 1840 x 1228 pixels for an image (but not within templates for sale);

5.2 Prohibited Use. You may not do anything with the Licensed Media that is not expressly described as a Permitted Use. You may not Use the Licensed Media in products for resale, license or other distribution unless You purchase an Extended License Agreement. Any Use of the Licensed Media that is not a Permitted Use will constitute a breach of this license and infringement of copyright. Prohibited Use includes:

5.2.1 Use of the Licensed Media in design templates intended for resale, whether online or not, including website templates, flash templates, business card templates, electronic greeting card templates, and brochure design templates;

5.2.3 Use of the Licensed Media in any products for “on demand” resale, license or other distribution for profit, such as postcards, mugs, T-shirts, posters and other items;

5.2.4 Reproduction, either individually or in combination with others, of the Licensed Media, or any element of the Licensed Media, 500 000 times or more without obtaining an Extended License. However, You are allowed to Use the Licensed Media 500 000 times or more when Used in advertisements on websites or televised broadcasting, web-cast or theatrical production;

5.2.5 Use of the Licensed Media in a fashion that We (acting reasonably) consider to be pornographic, obscene, immoral, infringing of Intellectual Property Rights, defamatory in nature, or that would be reasonably likely to bring any person or property reflected in the Licensed Media into disrepute;

5.2.6 Use or display of any Media that features the model or person in a manner that may constitute identity theft. This includes Using the Licensed Media as part as an avatar or any other manner that falsely depicts the Model to be someone he or she clearly is not;

5.2.7 Use or display any Media that features a model or person in a manner that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour;

5.2.8 Sub-license, re-sell, rent, lend, assign, donate or otherwise transfer or distribute the Licensed Media or the rights granted under this Agreement;

5.2.9 Use or display the Licensed Media in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.

   6. EXTENDED LICENSE

If You selected the “Extended License” Terms, then the contents of this clause apply to Your Use of the Licensed Media. The “Standard License” Terms also apply to Your Use of the Licensed Media.

6.1 Permitted Use. Permitted Use of Licensed Media subject to the Extended License are as follows:

6.1.1 Print our images more than 500,000 times and allows you to

6.1.2 Use images on your own products where the file lends primary value to the product intended for resale or distribution

6.1.3 Use of the Licensed Media within “on demand” products for sale for profit.

   9. PRICING, PAYMENT & DELIVERY

9.1 Payment. You must pay the License Fee as set out in the Membership Agreement.

9.2 Delivery. The Licensed Media will be delivered to You as set out in the Membership Agreement.

   10. WARRANTIES – GENERAL

10.1 We warrant that in licensing the Licensed Media to You on the terms set in this Agreement We are not infringing any third party’s Intellectual Property Rights in the Licensed Media.

10.2 Releases. We warrant that all necessary model and/or property releases for Use of the Licensed Media in the manner specified in this Agreement have been obtained.

   11. TERMINATION

11.1 Termination for Breach. if You commit a material breach of this Agreement and fail to remedy the breach within 5 (five) Working Days after having received a written notice to do so, We may terminate this Agreement (including Your license to Use the Licensed Media) without further notice to You.

11.2 Termination for Convenience. You may terminate this Agreement at any time by giving Us written notice.

11.3 Consequences of Termination. If this Agreement is terminated for any reason then You must:

destroy all copies of the Licensed Media in Your possession, and ensure that all copies in the possession of Your clients, printers and service providers are destroyed too;

cease any Use of the Licensed Media for any purpose.

11.4 Right to Claim Damages. Termination of this Agreement will not affect Our right to claim damages against You for breach of this Agreement and / or copyright infringement.