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IMAGE AND MOTION LICENSE AGREEMENT
THIS AGREEMENT is made between The Lighthouse sas, Ripa di Porta
Ticinese, 7 20143 Milan, Italy and the user ("the Licensee"). This
Agreement is applicable to any Image(s) supplied by The Lighthouse or
via The Lighthouse'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 The Lighthouse for the purposes of reproduction.
1. Licence grant
There are two methods by which a party may enter into a licence with The
Lighthouse - Rights Managed content or Motion 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 Motion
Content.
1.1 Rights Managed Content
The Lighthouse 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 The Lighthouse'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 Motion Content
The Lighthouse grants to the Licensee a perpetual, non-exclusive,
non-transferable, non-sublicensable, worldwide right to reproduce the
Motion(s) listed in the Invoice an unlimited number of times in any and
all media for all purposes save that
a) the Mations may not be used for those uses prohibited under "Restrictions" (see 2 below).
b) The Motion(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.
2. Restrictions
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 The Lighthouse 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/The Lighthouse, 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), The Lighthouse 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 The Lighthouse and the Licensee hereby assigns all such rights
arising to The Lighthouse.
c) For any Image(s) reproduced in an editorial manner, The Licensee must
include a credit in the form of Photographer's name/The Lighthouse
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) The Lighthouse 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. The
Lighthouse 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 The Lighthouse within thirty (30)
days from the date of delivery of the Image(s) then The Lighthouse 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 The Lighthouse takes reasonable care in the performance of this
agreement,The Lighthouse 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. The
Lighthouse 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 The Lighthouse has been advised of the possibility of
such damages, costs or losses.
7. Payment
a) No reproduction rights are granted by virtue of downloading of Images
unless expressly indicated. The right to reproduce an Image arises only
if The Lighthouse's invoice relating to the grant of such right is
fully paid unless credit terms have specifically been agreed directly
between The Lighthouse and the Licensee Where credit terms have been
specifically agreed between The Lighthouse 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 The Lighthouse
under those terms.
b) If The Licensee fails to pay The Lighthouse's Invoice in full within
the time specified in the Invoice, The Lighthouse 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), The
Lighthouse 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. 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 The Lighthouse 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 The Lighthouse 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 The Lighthouse's other remedies under this Agreement, The
Lighthouse reserves the right to charge and Licensee agrees to pay a fee
equal to five (5) times The Lighthouse's standard Licence fee for use
of the Image(s).
9. Termination
Any licence granted will terminate immediately if The Licensee (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 The Lighthouse's
giving The Licensee notice to comply. In the event of termination, all
rights granted will immediately revert to The Lighthouse and any further
exploitation of any Image shall constitute an infringement of
copyright.
10. Choice of law / Jurisdiction
This agreement shall be governed by and construed in accordance with
English law and be subject to the exclusive jurisdiction of the English
courts. If The Lighthouse 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 The Lighthouse in respect of all
reasonable legal fees and costs incurred by The Lighthouse in relation
thereto.
11. Miscellaneous
This Agreement contains the full and complete understanding between the
parties. No variation of any of these terms shall be effective unless in
writing and signed by all the parties to this Agreement. 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 enforceable.
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