Please review this document carefully and thoroughly and contact Photoshot customer service or your account representative if you do not understand this Agreement, if you wish to use an Image in a manner not permitted under this Agreement, or have any questions. The following terms and conditions apply to your access and use of all material and Images from Photoshot.
Standard Terms and Conditions:
The Photoshot invoice is incorporated by reference into this Agreement, and all references to the Agreement shall include the Photoshot Invoice. Along with the Photoshot invoice, these terms constitute a binding agreement ("Agreement") between you and Photoshot Holdings Limited. If you are entering into this Agreement on your employer's behalf, this Agreement applies both to your employer and to you. By obtaining any Image(s) or any material from Photoshot directly or via the online site, you agree to be bound by this Agreement. If you choose not to be bound, do not use Photoshot site or download or use any Images.
Use of Images:
"Images" means all images and related informational materials in any medium furnished by Photoshot hereunder, including related text, captions, or information.
You agree to payment for the license of the Image according to the terms of the invoice and this Agreement. You are required to pay for all Images that you obtain, regardless of whether you use them, unless you comply with the return/credit provisions of this Agreement. Except as specified in the Photoshot invoice, Images obtained from Photoshot are licensed on a non-transferable, one-time, non-exclusive basis, and are strictly limited to the use, medium, time period, print run, placement, size of Image, territory, and any other restrictions indicated in the invoice or contained on Photoshot' online site, and are licensed for use within one year from the date of the invoice, or thirty (30) days for internal evaluations ("comps").
Images may contain listed restrictions, including without limitation restrictions as to time, manner, industry and territory of use, and pre-approval by a depicted person or their representative. Your ability to access an Image does not in itself entitle you to use that Image. Use of any Image contrary to a listed restriction is prohibited. If you do not understand or are unsure as to any restriction, you must contact Photoshot prior to download or use of any Image.
License granted by Photoshot:
Unless otherwise specified in a separate writing signed by Photoshot, your reproduction of Images is limited to (i) internal evaluation or comps, or (ii) the specific use described in your invoice, which together with these terms shall constitute the full license granted. Additional restrictions indicated on Photoshot online site or in the invoice may contain limitations on your use, medium, time period, print run, placement, size of Image, territory, and any other restrictions. Any license granted by Photoshot is conditioned upon (i) your meeting all conditions and restrictions imposed by Photoshot, and (ii) Photoshot receipt of full payment by you for such use as invoiced by Photoshot. Your failure to make full payment when due shall terminate any license granted to you and entitles Photoshot to pursue all remedies available under copyright laws. You may not otherwise make, use or distribute copies of any Images for any purpose except as authorized. Photoshot reserves all rights to the Images, and you do not acquire any copyright, ownership or equivalent rights in or to any Image as a result of any license Photoshot grants to you.
The limited license granted to you is personal and non-transferable; the work you produce incorporating the Image must be for your own use or for the use of your direct employer. If you are licensing an Image on behalf of or for use by a client, that client must be the sole end user of your work. You may not sell, rent, loan, give, sublicense or otherwise transfer to anyone the Image or any right to reproduce the Image (except insofar as it has been incorporated by you into the permitted use as stated in the invoice).
Storage of Images:
You may place Images on your internal computer network for a limited time, provided you limit access to the Images to those having a bona-fide need to facilitate production or creation of any licensed use, but you shall not otherwise distribute or permit access to any Images. Following your licensed use, you agree to cease use of all Images and delete/destroy any digital copies within fifteen (15) days. You agree not to store or maintain any archive of any Image in any format or medium unless your invoice with Photoshot permits re-use, whereupon you may store Images solely as permitted by such invoice. This section shall survive termination of the Agreement.
When using editorial, news, and fine art Images, you may not make or permit any modifications to or alterations of the Images (except for standard colour correction or minor cropping for space limitations) or to the caption information unless specifically agreed in writing by Photoshot.
Model and Property Releases/Clearances:
The rights Photoshot grants to you do not include a license to any persons, places, property, or subject matter depicted in an Image, which may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to third persons. You shall assume that no model or property releases, or other releases or licenses exist in connection with any of the Images, unless specifically stated in a separate writing by Photoshot. Photoshot makes no representations or warranties that it owns or licenses any rights nor does Photoshot grant you any rights including copyright, trademarks, or rights of publicity belonging to any person, place, property, or subject matter depicted in any Image. Further, Photoshot makes no representation or warranty as to the accuracy of any information provided with the Images. You are solely responsible for determining whether your use of any Image requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by Photoshot. If you are unsure whether additional rights are needed for your use, you are responsible for consulting with competent legal advisors.
An Image designated as "model released" means that the person depicted in the Image has signed a release permitting reproduction of the Image depicting such person, subject to the restrictions contained in this Agreement, including without limitation sensitive subject uses. If Photoshot erroneously advises you that an Image is model-released when it is not, Photoshot's liability shall be limited to the amount you paid Photoshot for use of the Image. If an Image depicts a person and is used in a manner that implies the use or endorsement of a product or service by that model, you must indicate that the person depicted is a model and used only for illustrative purposes. Any license granted by Photoshot is conditioned upon your obtaining all necessary third-party rights, releases and permissions. You agree to provide Photoshot with proof of such releases and permissions upon request.
Without limitation, Images may not be utilized as a trademark or service mark, or for any pornographic use, unlawful purpose or use, or to defame any person, or to 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. Unauthorized use of these Images constitutes copyright infringement and shall entitle Photoshot to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Images. Without limitation, Photoshot in its sole discretion reserves the right to bill you (and you hereby agree to pay) fifteen (15) times the normal license fee for any unauthorized use, in addition to any other fees, damages, or penalties Photoshot may be entitled to under this Agreement or applicable law.
Any license granted by Photoshot shall not constitute a representation that an Image is compatible for use with any other material. You are solely responsible for the use of any Image in combination with any other material, and you agree not to use Images with sensitive topics without Photoshot' separate written agreement. Sensitive topics include, without limitation, topics that may depict the subject matter of an Image in a negative or unfavourable light or subject persons to ridicule, or the disparagement of a person or product. You must contact Photoshot for additional information prior to any use of an Image with any sensitive topic.
Prices for use of Images shall be determined solely by Photoshot; if you are unsure as to the price applicable to your intended use, you must contact Photoshot prior to obtaining an Image. Payment is due within thirty (30) days after your receipt of an invoice or the date specified in an invoice, whichever comes first. A late payment charge may be added to any unpaid balance after thirty (30) days.
You are responsible for the payment of all sales and use tax, when applicable.
If you cancel rights granted in the Invoice within seven (7) business days from the date of the invoice, you will be charged a £20 transaction fee per Image. If the cancellation notice is received more than seven (7) but less than thirty (30) business days after the invoice date, a cancellation fee equal to fifty (50%) percent of the amount of the Invoice will be charged. AFTER THIRTY DAYS, NO CANCELLATIONS WILL BE ACCEPTED AND THE FULL AMOUNT OF THE INVOICE MUST BE PAID. For any cancellations, you must also pay the full service charge, production fee, processing and handling fee and shipping fee. No license to use the Image will be granted upon cancellation; all cancellations are final.
At Photoshot's request, you shall provide to Photoshot free of charge, up to three (3) copies of any printed product or publication you create using the Images, or if electronic use is permitted, the URL and any required passwords or the screen captures for our records.
Photoshot shall exclusively retain all publication rights arising from your use of our Images.
You agree to indemnify and defend Photoshot against all claims (including without limitation claims by third parties), liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) a breach of this Agreement and any Image restrictions, (ii) the use of any Image either alone or in combination with any other material, (iii), your failure to abide by any restriction regarding the use of an Image.
Credit Line and Copyright Notice:
For editorial uses, you shall include a copyright notice and photo credit adjacent to each Image (in the format: "© photographer's name/Photoshot" or as specified on the Photoshot online site) with each publicly distributed Image. Receiving credit is a material aspect of the Agreement for Photoshot, and in editorial uses of Images, you agree to pay double the invoice amount if you do not provide such credit and copyright notice. For commercial uses, you shall include the credit described above when customary and appropriate.
Except for credits as required above, you may not use the trademarks or service marks of Photoshot without Photoshot' prior written consent.
Any dispute regarding this Agreement shall be governed by the laws of the United and the parties agree to accept the exclusive jurisdiction of the United Kingdom. In any dispute between Photoshot and you where Photoshot prevails, Photoshot shall be entitled to recover its reasonable attorneys' fees, legal expert fees, court costs, and other legal expenses.
During this Agreement, Photoshot may provide you with certain pricing, technical, marketing and other confidential information. You acknowledge that such confidential information encompasses valuable trade secrets and is proprietary to Photoshot, and you shall maintain the confidentiality of any "confidential information" that Photoshot may provide to you, and you shall not use or disclose the same without the prior written consent of Photoshot. "Confidential information" includes any information that is either designated as confidential by Photoshot or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential by you.
Subject to the restrictions and limitations contained in Photoshot' online site, an invoice, or under this Agreement, Photoshot warrants that it has sufficient rights to grant you the limited license under this Agreement and any accompanying invoice. Additionally, Photoshot warrants that the digital copy of the Image provided by Photoshot to you will be free from defects in material and workmanship (but not visual artifacts inherent in the original Image) for sixty (60) days following delivery; and, Photoshot will as your sole and exclusive remedy for your inability to use an Image and at its sole discretion, provide you with a replacement of the digital copy of such Image, or refund any fee paid by you to Photoshot provided you have not made any licensed use the Image. WHILE PHOTOSHOT MAKES EFFORTS TO USE ACCURATE CAPTION INFORMATION, PHOTOSHOT DOES NOT WARRANT THAT CAPTION INFORMATION IS ACCURATE. PHOTOSHOT PROVIDES YOU WITH ITS ONLINE SYSTEM ON AN 'AS IS' BASIS. PHOTOSHOT MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY IMAGES, ITS ONLINE SYSTEMS, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability:
EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER PHOTOSHOT NOR ANY PHOTOSHOT AFFILIATE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OR INABILITY FOR YOUR USE OF THE IMAGES, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL PHOTOSHOT'S OR ITS AFFILIATES' LIABILITY FOR YOUR USE OF ANY IMAGE PROVIDED HEREUNDER EXCEED THE AMOUNT INVOICED BY YOU FOR THE USE OF THAT IMAGE.
You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions. This Agreement and any listed restrictions constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of Photoshot, provided that no purchase order or similar document issued by you shall modify this Agreement even if signed by Photoshot. If Photoshot's performance of any of its obligations hereunder is delayed by labour dispute, war, governmental action, flood, fire, explosion or other act of nature, the public enemy, or any other matter not within Photoshot's reasonable control, then the date for performance shall be extended by the time of such delay. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without Photoshot's prior written consent.