PICFAIR LICENSING AGREEMENT
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND PICFAIR LIMITED, INCORPORATED AND REGISTERED IN ENGLAND AND WALES WITH COMPANY NUMBER 08474521 WHOSE REGISTERED OFFICE IS AT 28 CHURCH ROAD, STANMORE, MIDDLESEX HA7 4XR (“PICFAIR”).
IF YOU WISH TO ORDER THE IMAGE FROM WWW.PICFAIR.COM YOU MUST INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY CLICKING THE "I know how I can use this image" TICKBOX ON THE IMAGE ORDER PAGE. PICFAIR WILL BE DEEMED TO HAVE ENTERED INTO THIS AGREEMENT WITH YOU ONCE YOU HAVE CLICKED "I know how I can use this image".
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHTS TO USE ANY IMAGE AVAILABLE TO BE LICENSED ON WWW.PICFAIR.COM
means a photograph or other visual representation displayed on the Website and licensed to you in accordance with the terms of this agreement and shall include all metadata, keywords, descriptions and captions associated with the Image.
“Image Contributor” means a contributor of the Image to the Website.
“Image Contributor Agreement”
between the Website and the Image Contributor pursuant to which the Image is licensed to Picfair.
"Intellectual Property Rights"
means all copyright, patents, database rights, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
the licence fee in [pounds sterling] payable for the use of the Image as set out on the Website (as referred to as the “total” on the payment page therein, or such other expression as Picfair shall use from time to time).
has the meaning given to it in clause 2.1.
the guidelines, displayed at the foot of this agreement, governing the use of the Image licensed to you via the licence provided in clause 2.1.
2. GRANT OF LICENCE
2.1. In consideration of payment to Picfair of the Licence Fee, Picfair hereby grants to you a non-exclusive licence to use the Image for the full period of copyright in it including all periods of renewal, extension and revival of the copyright and thereafter in perpetuity and all necessary consents including under the Copyright, Designs and Patents Act 1988 as amended from time to time or any enactment that replaces it to enable you to, strictly in accordance with the Usage Guidelines, to use the Image whether alone or incorporated in or in conjunction with other works worldwide and in all media whether now known or hereafter devised (the “Licensed Rights”).
2.2. In the event of any use of the Image otherwise than in accordance with clause 2.1, Picfair reserves the right to invoice you for a fee, in addition to the Licence Fee, of up to 10 times the Licence Fee for such authorised use, which shall be payable immediately.
2.3. You hereby undertake not to provide the Images or any of them to any third party in any way which could reasonably be said to be competitive with or damage Picfair’s business.
2.4. You shall not, except to the extent permitted by law, modify, reverse assemble, decompile or reverse engineer the Image nor shall it permit whether directly or indirectly any third party to do any of the foregoing.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. You acknowledge that you obtain no Intellectual Property Rights whatsoever in the Image by virtue of this agreement and that all Intellectual Property Rights in the Image shall at all times be and remain the property of the applicable Image Contributor, who has granted Picfair the right to sub-licence the Image in accordance with the terms of the Image Contributor Agreement .
3.2. You shall accord Picfair and the relevant Image Contributor credit on any use or reproduction of the Image in the form “[NAME OR USERNAME OF IMAGE CONTRIBUTOR] / picfair.com" (or “picfair.com” should Picfair indicate that the Image Contributor wishes to remain anonymous), such credit to be placed as close as possible to the Image and shall provide contractually in agreements with all other parties who display the Image that they shall accord Picfair and the relevant Image Contributor the same credit.
3.3. You shall immediately notify Picfair in writing giving full particulars if any of the following matters come to its attention:
3.3.1. any actual, suspected or threatened infringement of the Intellectual Property Rights in the Image;
3.3.2. any claim made or threatened that the Image infringes the rights of any third party; or
3.3.3. any other form of attack, charge or claim to which the Intellectual Property Rights in the Image is subject.
3.4. In respect of any of the matters listed in clause 3.3, it is acknowledged that:
3.4.1. the relevant Image Contributor shall, at his absolute discretion, decide what action to take, if any;
3.4.2. the relevant Image Contributor shall have exclusive control over, and conduct of, all claims and proceedings;
3.4.3. you shall not make any admissions other than to Picfair and the relevant Image Contributor and shall provide the relevant Image Contributor with all assistance that he may reasonably require in the conduct of any claims or proceedings; and
3.4.4. the relevant Image Contributor shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for his own account.
4. PICFAIR’S UNDERTAKINGS
4.1. Picfair hereby warrants and undertakes that:
4.1.1. it has full authority to enter into the terms of this agreement;
4.1.2. the Image does not, to its reasonable knowledge and belief (given the terms of the Image Contributor Agreement ), incorporate any material that infringes the Intellectual Property Rights or any other rights of any third party, including any right of confidentiality or privacy, nor does it contain any obscene, blasphemous or defamatory matter, and its exploitation shall not, to Picfair’s reasonable knowledge or belief, place any person in contempt of court or in breach of any provision of any statute; and
4.1.3. it is not, at the date of this agreement, aware of any claim by any third party that the Image or any pre-existing material incorporating the Image or included within the Image, or the exploitation of the Image by either party, has infringed or will infringe any rights of any third party.
5. YOUR UNDERTAKINGS
5.1. You hereby warrants and undertakes that:
5.2. you shall not exercise the Licensed Rights in any way that is or renders the Image obscene, defamatory or in breach of the privacy or any other rights of a third party or any law anywhere in the world;
5.3. you shall not amend, adapt, use or position the Image so as to suggest that you or any of the persons appearing in the Image endorse any commercial product or service;
5.4. you shall secure all third-party permissions and clearances necessary to enable you to exercise the rights granted to you under this agreement;
5.5. your use of the Image shall be compliant with the laws, guidelines and directives of the Press Complaints Commission Code of Practice and compliance therewith shall be your sole responsibility; and
5.6. you have full authority to enter into this agreement.
6. PRICING AND PAYMENT
6.1. You acknowledge that the Licence Fee is that displayed on the Website when you entered into this agreement. This includes payment processing fees and Picfair's 20% commission.
6.2. You shall pay the Licence Fee immediately to Picfair in accordance with the methods of payment set out on the Website and, upon authorisation of such payment, the relevant Image shall be available to you for download.
7. LIMITATION OF LIABILITY
7.1. The Image has not been created to meet your individual requirements and it is your sole responsibility to satisfy yourself prior to entering into this agreement that the Image will meet your requirements. Picfair makes no warranty or representation in that respect and no failure of any part or the whole of the Image to be suitable for your requirements shall entitle you not to accept the same or give rise to any right or claim against Picfair.
7.2. Whilst Picfair makes all reasonable attempts to exclude viruses from the Image, it cannot ensure such exclusion and no liability is accepted for viruses. Thus, you are recommended on receipt to thoroughly scan the Image and insure yourself against any associated risk.
7.3. To the fullest extent permitted by law, Picfair shall not be liable to you for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from your exercise of the rights granted to you under this agreement.
7.4. Subject to clause 7.5 below, no matter how many claims are made and whatever the basis of such claims, Picfair's maximum aggregate liability to you under or in connection with this agreement, in respect of any direct loss (or any other loss to the extent that such loss is not excluded by clauses 7.1 to 7.3 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to twice the aggregate sum of the Licence Fee paid by you to Picfair.
7.5. None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of Picfair or fraud or fraudulent misrepresentation and, only if you are a consumer, Picfair do not in any way exclude or limit out liability for:
7.5.1. any breach of the terms implied by section 12 of the Sale of Goods Act 1979;
7.5.2. any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979; and
7.5.3. defective products under the Consumer Protection Act 1987.
8.1. You shall indemnify Picfair against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) (each a “Claim”) suffered or incurred by Picfair arising out of or in connection with any breach by you of the terms of this agreement, in particular any use of the Image which either breaches the Usage Guidelines or any use that is not expressly permitted therein.
9.1. Either party may terminate this agreement immediately if the other breaches any term of this agreement and such breach is incapable of remedy or continues for a period of 30 days after written notice requiring the same to be remedied has been given.
9.2. In the event of termination of this agreement set out all rights granted pursuant to this agreement shall cease.
10.1. Picfair shall be entitled to assign or license all the rights granted to it under this agreement to any third party without notice to you. You shall not be entitled to assign or sub-license its rights under this agreement.
10.2. You confirm that you are acting on your own behalf and not for the benefit of any other person.
10.3. All notices to be served in accordance with this agreement may be served by email. The email address of Picfair shall be as displayed on the Website from time to time and your email address shall be as submitted by you to the Website upon the purchase of the licence to use the Image.
10.4. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
10.5. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.6. Image Contributors shall have the right enforce any of the terms of this agreement against you.
10.7. This agreement shall be governed by and read in and construed in accordance with the Laws of England and the parties hereto submit to the exclusive jurisdiction of the Courts of England and Wales for the settlement of any disputes hereunder.
1. An Image is permitted for use in all editorial forms, – including print (newspaper, magazine) and all online platforms (web, mobile, tablet) and non-fiction televisual stills (across television and online video) – for a single use only, with the exception of corresponding print/web content, as indicated below in 5.
2. An Image can be used at any dpi, resolution, or size, and placed anywhere within online and print publications, from an online thumbnail to a magazine front cover.
3. An Image may be used in publications with unlimited distribution – including unlimited print runs, online audience, and unlimited territorial distribution. Images may not, however, be sub-licensed.
4. An Image may be used for unlimited pre-publication private purposes intended for the preparation of editorial material – in layouts, comps and similar preparatory methods.
5. When an Image is used for a print editorial product, it can also be used for a corresponding online story, and vice versa. This must be accompanying the same editorial content – although additional copy trimmed from print editions and instated for online versions will not necessitate re-licensing. Image use in an online editorial product that significantly deviates from its print counterpart, or vice versa, will constitute a violation of this agreement.
6. An Image, when used within your editorial content, can be used on third party platforms to which such editorial material may be distributed, provided in each case that you or your brand is clearly acknowledged on such platforms e.g. Twitter, Facebook, Flipboard etc.
7. An Image may not be used in merchandising, retail product packaging, branding or corporate logos, trademarks or service marks, external advertising, or book publishing. Images are permitted for use for promotional purposes – for example: accompanying paid products or services on a company website, or to illustrate promotional emails and brochures for a product or service. Images may not be used in external advertisements in paid-for space including banner or pop-up advertisements, commercial classified advertisements, advergames that feature in display advertisements, commercial classified advertisements.
8. The Image can be cropped and resized but may not, under any circumstances, be altered from its original state significantly enough to transform its original composition and depicted items or people.
9. The Image may not be closely associated with or aligned directly next to images and/or content that is obscene or pornographic.
10. The Image may not be re-sold by you or included as part of any of your content which is licensed for a fee or otherwise syndicated to third parties.
11. The Image may be used for personal non-commercial purposes, albeit excluding any re-sale.