StockPhotography.co.uk Terms and Conditions
1.1 "Invoice" means the computer-generated or pre-printed invoice
provided by StockPhotography.co.uk or an authorized distributor that may
include, without limitation, the permitted scope of use of the Licensed Material
selected, any limitations on the license in addition to those specified herein
and the corresponding price for the license of such Licensed Material. The
Invoice shall be incorporated into this Agreement and all references to the
Agreement shall include the Invoice.
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
StockPhotography.co.uk 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 "Reproduction" and "Reproduce" mean any form of
copying or publication of the whole or a part of any Licensed Material, via any
medium and by whatever means, and 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.
2. Grant of Rights & Restrictions.
2.1 Unless stated otherwise in the Invoice, StockPhotography.co.uk
grants to Licensee a non-exclusive, non-sublicensable and non-assignable right
to Reproduce the Licensed Material identified in the Invoice, solely to the
extent explicitly stated in this Agreement. This right may be exercised by
subcontractors of Licensee, provided that such subcontractors agree to abide by
the terms of this Agreement.
2.2 Use of the Licensed Material is strictly limited to the use, medium,
period of time, print run, placement, size of image, territory and any other
restrictions specified in the Invoice. Licensee may utilize the Licensed
Material in any production process that may be necessary for the intended use
specified in the Invoice.
2.3 If any Licensed Material featuring a model is used in (i) a manner
that would lead a reasonable person to believe that the model personally uses or
endorses a product or service; or (ii) in connection with a subject that would
be unflattering or controversial to a reasonable person, Licensee must accompany
each such use with a statement that indicates that the person so pictured is a
model and is used for illustrative purposes only.
2.4 While efforts have been made to correctly caption the subject matter
of the Licensed Material, StockPhotography.co.uk does not warrant that such
information is accurate.
2.5 Pornographic, defamatory or otherwise unlawful use of Licensed
Material is strictly prohibited whether directly or in context or juxtaposition
with specific subject matter.
2.6 Licensed Material shall not be incorporated into a logo, trademark or
2.7 Licensed Material shall not be used contrary to any restriction on
use that is notified to Licensee prior to or at the time the Licensed Material
is delivered to Licensee. Such restrictions may be included in the information
provided with the Licensed Material on StockPhotography.co.uk website or in
any other communication by StockPhotography.co.uk. Any such restriction
provided to the Licensee shall be incorporated in this Agreement.
2.8 Upon reasonable notice, StockPhotography.co.uk may inspect any
records, accounts and books relating to the Reproduction of any of the Licensed
Material to ensure that the Licensed Material is being used in accordance with
3. 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, StockPhotography.co.uk grants
Licensee no right or license, express or implied, to the Licensed Material.
4. Releases. StockPhotography.co.uk will notify Licensee if it has
obtained a model release and/or a property release for Licensed Material, either
in the release status information accompanying the Licensed Material on StockPhotography.co.uk'
website, in the Invoice or by other means. If no such notification is given,
then no such model or property release has been obtained. Except where Licensee
is specifically notified, StockPhotography.co.uk grants no rights and makes
no warranties with regard to the use of names, people, trademarks, trade dress,
registered, unregistered or copyrighted designs or works of art or architecture
depicted in any Licensed Material. Where Licensed Material is unreleased,
Licensee shall be solely responsible for determining whether a release is
required in connection with any proposed use of such Licensed Material. Licensee
acknowledges that some jurisdictions provide legal protection against a person's
image, likeness or property being used for commercial purposes without their
consent. StockPhotography.co.uk makes no representations or warranties as to
whether or not any additional fees or payments may be due to any model depicted
in Licensed Material pursuant to the requirements of any applicable trade union
and Licensee shall be solely responsible for any such additional fees or
payments to such trade union.
5. Warranty and Limitation of Liability.
5.1 StockPhotography.co.uk warrants that: (i) it has all necessary
rights and authority to enter into and perform this Agreement; (ii) the Licensed
Material will be free from defects in material and workmanship for 30 days from
delivery (Licensee's sole and exclusive remedy for a breach of this warranty
being the replacement of the Licensed Material); and (iii) subject to Section 4
above (Releases), Licensee's use of the Licensed Material in its original form,
and when used in accordance with this Agreement and the Invoice, will not
infringe on any copyright, moral right, trademark or other intellectual property
right and will not violate any right of privacy or right of publicity.
5.2 StockPhotography.co.uk makes no other warranties, express or
implied, regarding the licensed material, including, without limitation, any
implied warranties of merchantability or fitness for a particular purpose.
StockPhotography.co.uk shall not be liable to licensee or any other person
or entity for any general, punitive, special, indirect, consequential or
incidental damages, or lost profits or any other damages, costs or losses
arising out of licensee's use of the licensed material or otherwise, even if
StockPhotography.co.uk has been advised of the possibility of such damages,
costs or losses. StockPhotography.co.uk maximum liability arising out of or
in connection with licensee's use of or inability to use the licensed material
(whether in contract, tort or otherwise) shall, to the extent permitted by law,
be limited to the value of 10 times the value paid by the licensee for the
5.3 The representations and warranties made by StockPhotography.co.uk in this agreement apply only to the licensed material as delivered by
StockPhotography.co.uk and will be invalid if the licensed material is used
by licensee in any manner not specifically authorized in this agreement or if
licensee is otherwise in breach of this agreement.
6.1 Provided Licensed Material is only used in accordance with this
Agreement and Licensee is not otherwise in breach of this Agreement, StockPhotography.co.uk
shall defend, indemnify and hold Licensee harmless from all damages (except
punitive damages), liabilities and expenses (including reasonable lawyers' fees
and permitted and authorized costs), arising out of or connected with any actual
or threatened lawsuit, claim or legal proceeding alleging that StockPhotography.co.uk
is in breach of its warranties given in section 5 above.
6.2 Where model or property releases for Licensed Material have not been
obtained by StockPhotography.co.uk, or if Licensee's use of the Licensed
Material is not authorized by this Agreement, Licensee shall defend, indemnify
and hold StockPhotography.co.uk 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 connected with any
actual or threatened lawsuit, claim or legal proceeding relating to the use of
such Licensed Material by Licensee, to the extent that such claim relates to the
absence of a release or the Licensee's unauthorized use of the Licensed
7. Notice of Defense. The party seeking indemnification pursuant
to section 6 shall promptly notify the other party of such claim. At
indemnifying party's option, indemnifying party may assume the handling,
settlement or defense of any claim or litigation, in which event indemnified
party shall cooperate in the defense 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 and other costs incurred prior to the other party giving notice of
the claim for which indemnity is sought.
8. Parties' Obligation. Upon notice from StockPhotography.co.uk, or
upon Licensee's knowledge that any Licensed Material is subject to a threatened
or actual claim of infringement, violation of another right, or any other claim
for which StockPhotography.co.uk may be liable herein, or if StockPhotography.co.uk
withdraws any Licensed Material for any good reason, Licensee will physically
remove the Licensed Material from its premises, computer systems and storage
(electronic or physical) and, if possible, cease any future use at its own
expense. StockPhotography.co.uk shall provide Licensee with comparable
Licensed Material (which comparability will be determined by StockPhotography.co.uk
in its reasonable commercial judgment) free of charge, but subject to the other
terms and conditions of this Agreement.
9. Electronic Storage. For all Licensed Material that Licensee takes
delivery of in electronic form, Licensee must retain the copyright symbol, the
name of StockPhotography.co.uk and the image number or other identification
number associated with the Licensed Material as may be included as part of the
electronic file. Licensee may not make additional high-resolution copies of the
Licensed Material and Licensee will maintain a robust firewall to safeguard
against unauthorized third-party access to the Licensed Material.
Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup
copy of the Licensed Material for security reasons only. Upon the expiration or
earlier termination of this Agreement, Licensee shall promptly delete the
Licensed Material from its computer or other electronic storage systems and
shall ensure that its sub-contractors do likewise.
10. License Cancellation Fee. If Licensee requests in writing to cancel
this Agreement within thirty (30) days of the date of receipt by Licensee of the
Licensed Material, and such Licensed Material has not been used by Licensee,
StockPhotography.co.uk may cancel this Agreement and issue a credit to
Licensee's account or credit card equal to one hundred percent (100%) of the
license fee minus a composite/layout fee that will be charged at StockPhotography.co.uk
then standard rate.
11. Interest or Cancellation on Overdue Invoices. If Licensee fails to
pay StockPhotography.co.uk invoice in full within the time specified in the
invoice, StockPhotography.co.uk may add a service charge of one-and-one-half
percent (11/2 %) per month, or such lesser amount as is allowed by law, on any
unpaid balance until payment is received. StockPhotography.co.uk also
reserves the right, in its sole discretion, to revoke the license if payment is
not made in full on time.
A 50% deposit is required for special order items to cover the manufacturers restocking fees in the event of cancellation
12. 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.(ii) above,
StockPhotography.co.uk 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.
13. Credit Lines for Editorial Use. If any Licensed Material is
Reproduced in an editorial manner, the credit line, "StockPhotography.co.uk", must appear adjacent to the Licensed
Material, except where otherwise indicated in Section 14 below, in the credit
line accompanying the Licensed Material on StockPhotography.co.uk website or
as otherwise notified by StockPhotography.co.uk. If any Licensed Material
Reproduced by Licensee for editorial purposes omits the requisite credit line,
an additional fee equal to twenty percent (20%) of the original amount invoiced
shall be payable by Licensee at StockPhotography.co.uk discretion. The
foregoing fee shall be in addition to any other rights or remedies that StockPhotography.co.uk
may have at law or in equity.
14. Miscellaneous Terms.
15.1 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 StockPhotography.co.uk
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. In addition and
without prejudice to StockPhotography.co.uk other remedies under this
Agreement, StockPhotography.co.uk reserves the right to charge and Licensee
agrees to pay a fee equal to five times StockPhotography.co.uk normal license
fee for use of the Licensed Material.
15.2 Governing Law. This Agreement will be governed in all respects by
the laws of the United Kingdom without reference to its laws relating to
conflicts of law. Any disputes arising from this Agreement or its enforceability
shall be settled by binding arbitration to be held in London, England. The
United Nations Convention on Contracts for the International Sale of Goods does
not govern this Agreement. Notwithstanding the foregoing, StockPhotography.co.uk
shall have the right to commence and prosecute any legal or equitable action or
proceeding before any court of competent jurisdiction to obtain injunctive or
other relief against Licensee in the event that, in the opinion of StockPhotography.co.uk,
such action is necessary or desirable.
15.3 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
15.4 Waiver. No action of StockPhotography.co.uk, other than
express written waiver, may be construed as a waiver of any provision of this
Agreement. A delay on the part of StockPhotography.co.uk 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 StockPhotography.co.uk 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 on any one occasion will not be construed as a bar
to or waiver of those rights or remedies on any other occasion.
15.5 Entire Agreement. This Agreement, including the Invoice, 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.