Image and Motion Licence Agreement
THIS AGREEMENT is made between Science Photo Library of 327-329 Harrow Road, London W9 3RB, United Kingdom ("SPL") and the user ("the Licensee").
This Agreement is applicable to any Image(s) supplied by SPL or via SPL's local sales representatives whether online, digital or analogue.
IMAGE means any still or moving image(s) in any medium which may be offered by SPL for the purposes of reproduction.
1. Licence grant
There are two methods by which a party may enter into a licence with SPL - Rights Managed Content or Royalty Free Content. The type of Licence and any Restrictions on use are clearly stated in the Invoice. The following conditions apply to the respective uses. All other conditions in this Agreement apply to both Rights Managed and Royalty Free Content.
1.1 Rights Managed Content
SPL grants to the Licensee a limited, non-exclusive right to use the Image(s) solely as specified in the Invoice save that
a) the Images may not be used for those uses prohibited under "Restrictions" (see 2 below).
b) The Licensee acknowledges that Images are SPL's valuable property, as are any new digital images created from the Images ("Digital Images"). The Licensee agrees to destroy all Digital Images including any pre-press or pre-production copies of the Images and any copies or records of the Images held on a database within 90 days of the date of receipt of the Images or completion of the maximum production run, or expiry of the licence term, whichever is later.
1.2 Royalty Free Content
SPL grants to the Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to reproduce the Image(s) listed in the Invoice an unlimited number of times in any and all media for all purposes save that
a) the Images may not be used for those uses prohibited under "Restrictions" (see 2 below).
b) The Image(s) may only be accessed and used by up to ten (10) specified employees of the Licensee, on a computer network, digital library or other similar arrangement. The Licensee must purchase additional seat Licences if there are more than ten (10) specified users.
a) The Licensee may not make the Image(s) available (separate from the end product into which it is incorporated) in any medium accessible by persons other than The Licensee, with the exception of The Licensee's sub contractors who may reproduce the Image(s), subject always to the provisions of this Agreement.
b) The Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement.
c) The Licensee may not sell, license or distribute any end product containing the Image(s) in a way that is intended to allow or invite a third party to download, extract or access the Image(s) as a stand alone file. Licensee may not include the Image(s) in an electronic template intended to be reproduced by third parties on electronic or printed products.
d) The Licensee may not use or display the Image(s) on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, postcards, mugs, t-shirts, calendars, posters and other items.
e) The Licensee may not represent, expressly or impliedly, that Licensee is the original creator of a work that is a stand alone pictorial, graphic or sculptural work or motion picture or other visual work that derives a substantial part of its artistic components from the Image(s).
f) If any Image(s) featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, The Licensee must accompany each such use with a statement that indicates that: (i) the Image(s) is being used for illustrative purposes only; and (ii) any person depicted in the Image(s), if any, is a model.
g) Pornographic, defamatory or otherwise unlawful use of Image(s) is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.
h) The Licensee shall abide by any restriction on use of the Image(s) notified by SPL before, after or at the time of delivery of the Image(s), either in the information accompanying the Image(s), the Invoice or otherwise.
i) The Licensee may crop, recolour, manipulate, add to or resize Images within reason but any manipulation must not amount to distortion or derogatory treatment of the Image.
3. Storage of content
Image(s) stored by the Licensee must retain the copyright symbol, the name of Photographer/SPL, the Image(s)' identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Image(s).
4. Captioning of content
While reasonable care has been taken to correctly identify, caption the subject matter and orientate the Image(s), SPL does not warrant the accuracy of such information and accepts no liability for loss or damage incurred by the Licensee or any third party caused by errors connected therewith.
5. Copyright and credit
a) No ownership or copyright in any Image(s) shall pass to Licensee by the issue of the Licence.
b) Any publication right (as defined in the Copyright and Related Rights Regulations 1996) arising from The Licensee's use of any Image shall vest in SPL and the Licensee hereby assigns all such rights arising to SPL.
c) For any Image(s) reproduced in an editorial manner, The Licensee must include a credit in the form of Photographer's name/Science Photo Library adjacent to the Image(s) or in a credits section. For Image(s) used for a feature film, broadcast television or cable production, The Licensee must include a screen credit at the end.
6. Warranties and limitation of liability
a) SPL warrants that: (i) it has the necessary copyright licence in the Image to enter into and perform this Agreement; (ii) The Licensee must satisfy itself that all other rights, model releases or consents which may be required for reproduction are obtained. SPL makes no claim or warranty with regard to The Licensee's use of names, people, trademarks or copyright material depicted in any Image (iii) should any Image(s) have defects in material or workmanship and these are notified in writing to SPL within thirty (30) days from the date of delivery of the Image(s) then SPL will either replace the Image(s) with another digital copy of the Image(s) free from defect or refund the Licence Fee paid to the extent attributable to the defective Image(s).
b) While SPL takes reasonable care in the performance of this agreement, SPL makes no other warranties, express or implied, regarding the Image(s), including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. SPL shall not be liable to The Licensee or any other person or entity for any general, punitive, special, direct, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of The Licensee's use of the Image(s), this Agreement, any Invoice regarding the Image(s) or otherwise, even if SPL has been advised of the possibility of such damages, costs or losses. Except where such limits are expressly forbidden by law, SPL limits its liability to Licensee to the sum of £20,000 in aggregate for each claim or connected series of claims.
c) SPL warrants that it maintains, and will continue to maintain for the duration of this Agreement, adequate Professional Indemnity Insurance to meet any damages awarded against it under the terms of this Agreement.
a) No reproduction rights are granted by virtue of downloading of Images unless expressly indicated. The right to reproduce an Image arises only if SPL's invoice relating to the grant of such right is fully paid unless credit terms have specifically been agreed directly between SPL and the Licensee. Where credit terms have been specifically agreed between SPL and the Licensee, the Licensee agrees that permission to use the Image(s) shall be deemed to be revoked where the Licensee is in default of payment to SPL under those terms.
b) If The Licensee fails to pay SPL's Invoice in full within the time specified in the Invoice, SPL may charge interest on overdue payment at 2.5% per month or part thereof, until payment is received.
c) If the Licensee wishes to cancel or postpone any use of Image(s), SPL may but is not obliged to cancel an unpaid Invoice for the use of the Image(s) subject to the Licensee paying a cancellation fee of 20% of the Invoice total or £100, whichever is the lower.
8. Refund Policy
If you need to cancel a purchase, please contact us. All customers of Science Photo Library have 30 days to cancel unused licences and request a refund. Before a refund can be issued, we would request confirmation, by email, letter or fax, that unused content has been deleted from all storage devices. Purchases are considered final after 30 days.
9. Unauthorised Use
The unlicensed reproduction by whatever means of the whole or any part of any Image (including but without limitation, electronic use, storage or transmission, artist's reference, artist's illustration, layout or presentation of Images) is strictly forbidden. Any reproduction before payment of the invoice or outside the terms of any licence constitutes an infringement of copyright and also a breach of this Agreement entitling SPL to rescind and claim damages and to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall indemnify SPL in respect of any claims, damages, costs or expenses incurred arising from any reproduction without licence of any Image supplied to The Licensee including any claims made by a third party. In addition and without prejudice to SPL's other remedies under this Agreement, SPL reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times SPL's standard Licence fee for use of the Image(s).
Any licence granted will terminate immediately if The Licensee either (a) enters into voluntary or compulsory liquidation; (b) has a receiver appointed; or (c) fails to perform any of The Licensee's obligations under these Terms and Conditions within 28 days of SPL's giving The Licensee notice to comply. In the event of termination, all rights granted will immediately revert to SPL and any further exploitation of any Image shall constitute an infringement of copyright.
11. Choice of Law / Jurisdiction
a) This agreement shall be governed by and construed in accordance with English law. In the case of dispute, Licensee shall abide by the decision either of (i) the English courts, or (ii) a court of international arbitration nominated by SPL. The decision on the court hearing the dispute shall be made solely by SPL.
b) If SPL is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, The Licensee agrees to indemnify SPL in respect of all reasonable legal fees and costs incurred by SPL in relation thereto.
This Agreement contains the full and complete understanding between the parties. No variation of any of these terms shall be effective unless negotiated and agreed by both parties, made in writing and signed by authorised representatives of both parties to this Agreement. In any case, SPL explicitly excludes any variations based on terms and conditions provided by the Licensee in association with any purchase order, supplier agreement or any similar document. 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 amended only to the extent necessary to make the Agreement valid, legal and enforceable.