Licensing Agreement

Image Licensing Agreement

DOCUMENT REVISIONS

21st June 2014 - Deployed

10th August 2014 - Added Personal Use License information

 

LICENSING AGREEMENT

IMPORTANT NOTICE

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT "THE AGREEMENT" BETWEEN THE LICENSEE (AS DEFINED BELOW) AND THE LICENSOR (AS DEFINED BELOW). THIS AGREEMENT APPLIES TO CERTAIN LICENSES ISSUED VIA THE EPHOTOQUEST.COM WEBSITE (THE "SITE"), AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL .

IF YOU DO NOT AGREE TO ALL OF THESE CLAUSES, DO NOT USE THE ASSOCIATED LICENSED MATERIAL.

For convenience, all License types, namely "Comping Image", "Personal Use", "Royalty-Free", "Rights-Managed", "Rights-Managed Exclusive", and "Print Image" are wholly covered within this Agreement. Where separate rights, restrictions, conditions, clauses, exceptions or additional points of note relate to only a single type of License, or subset of all Licenses, this distinction is made clear in respective sections of this Agreement.

All clause and section headings used in this document are for clarity and convenience only and have no legal or contractual effect.

 

1. DEFINITIONS

In these Terms and Conditions the following definitions apply: -

1.1 "Account"

This means collectively the personal information, Payment Information and credentials used by Users to access Material and / or any communications System on the Website.

1.2 "Content"

This means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website.

1.3 "Material"

This means Content that ePhotoQuest makes available for viewing and purchase by Users. This will be predominantly digital still-image files, but may also include, but not limited to, film negatives, transparencies, prints, video, or any other audio visual representation or media that has been generated optically, digitally or electronically.

1.4 "Licence"

This means the terms and conditions governing your use of Material purchased from this Website.

1.5 "Licensed Material"

This means the Material that has been purchased and/or downloaded or will otherwise be delivered to the Licensee, and that is subject to the terms of the appropriate Licence, which is only applicable after purchase confirmation is received by ePhotoQuest.

1.6 "Licensee"

This means the person or entity that is specified during the purchasing process, as named on the applicable purchasing invoice, that receives the rights specified in the Licence for the Licensed Material.

1.7 "Licensor"

This means the person or entity that is qualified to grant the rights to the Licensed Material. For the avoidance of doubt, the entity ePhotoQuest, with owner Mr Glenn G Cassim, is the Licensor of all Material presented on this Website. Where appropriate, the name "ePhotoQuest" will be interchanged with the word "Licensor".

1.8 "Service"

This means collectively any online facilities, tools, services or information that ePhotoQuest makes available through the Website either now or in the future.

1.9 "Payment Information"

This means any details required for the purchase of Material from this Website. This includes, but not limited to, name, contact information, credit / debit card numbers, bank account numbers and sort codes.

1.10 "Purchaser"

This means an entity purchasing a License on behalf of a third-party Licensee.

1.11 "Purchase Information"

This means collectively any orders, invoices, confirmation emails, receipts or similar that may be in hard copy or electronic form.

1.12 "Reproduction", "Reproduced"

This means any form of duplication, copying, manipulation, distortion or publication of Licensed Material or creation of derivative work based on Licensed Material, by any method, on any medium.

1.13 "System"

This means any online communications infrastructure that ePhotoQuest makes available through the Website either now or in the future. This includes, but is not limited to, web-based email, forums, live chat facilities and email links.

1.14 "User" / "Users" / "You" / "Yours"

This means any third party that accesses the Website who is not employed by ePhotoQuest or acting in the course of their employment.

1.15 "We/Us/Our"

This means ePhotoQuest.

1.16 "Website" / "Site"

This means the website that you are currently using (www.ePhotoQuest.com) and, unless expressly excluded by their own terms and conditions, any sub-domains of this site.

 

2 LICENSE TYPES

2.1 Comping Image

A comping image license authorizes a Licensee to use a low-resolution image, containing a watermark, in their own layout compositions to test how it will look, subject to the rights granted in this License. A comping image license does not need to be purchased, although the license itself still applies to the image use. The image(s) are available to registered users of this site, and can be downloaded using the button at the top of an image in our image library. The License details are found in Section 3 of this Agreement.

2.2 Personal Use

A personal use (PU) license authorizes a Licensee the right to use an image a number of times, on a number of projects, subject to the rights granted in this License, for personal, non-commercial use only. An image can be used successively, after a one-time initial fee, without the need to pay additional royalties or license fees. Pricing is based on the image size, and is not affected by the specific use. Once purchased, the image(s) will be made available using a download link sent by email directly to the Purchaser. The License details are found in Section 4 of this Agreement.

2.3 Royalty-Free

A royalty-free (RF) license authorizes a Licensee the right to use an image a number of times, on a number of projects, subject to the rights granted in this License. An image can be used successively, after a one-time initial fee, without the need to pay additional royalties or license fees. Pricing is based on the image size, and is not affected by the specific use. Once purchased, the image(s) will be made available using a download link sent by email directly to the Purchaser. The License details are found in Section 5 of this Agreement.

2.4 Rights-Managed

A rights-managed (RM) license authorizes a Licensee the right to use an image for a single project, according to a specific set of parameters, including, but not limited to, type of project, location, size, placement, and length of time, subject to the rights granted in this License. Pricing is based on the specific usage parameters defined, either using the inbuilt calculator on this site, or as established by a quotation agreed between the Purchaser and ePhotoQuest. Once purchased, the image(s) will be made available using a download link sent by email directly to the Purchaser. The License details are found in Section 6 of this Agreement.

2.5 Rights-Managed Exclusive

A rights-managed exclusive (RME) license authorizes a Licensee the 'exclusive' right to use an image for a single project, according to a specific set of parameters, including, but not limited to, type of project, location, size, placement, and length of time, subject to the rights granted in this License. Pricing is based on the specific usage parameters defined, plus additional costs due to exclusivity, either using the inbuilt calculator on this site, or as established by a quotation agreed between the Purchaser and ePhotoQuest. Once purchased, the image(s) will be made available using a download link sent by email directly to the Purchaser. The License details are found in Section 7 of this Agreement.

2.6 Print Image

A print image license authorizes a Licensee the right to possess and display the physical printed image for non-commercial purposes, subject to the rights granted in this License. Pricing is based on the specific printing parameters defined at the time of purchase, including, but not limited to, size, material, finish and shipping. Once purchased, the image(s) will be sent to our third-party printing lab, after which the print(s) will be shipped directly to the Purchaser. The License details are found in Section 8 of this Agreement.

 

3 RIGHTS AND RESTRICTIONS - COMPING IMAGE LICENSE

3.1 Subject to Terms

All rights, restrictions and other clauses under Section 3 are specifically relevant to a "Comping Image" License and are subject to the terms and conditions in the remainder of this Agreement, unless otherwise indicated.

3.2 Usage Rights

The Licensee is granted a non-exclusive, non-sub licensable, non-transferable and non-assignable right to use the image file and any derivatives or copies, in any layout test, sample, compositional check, or any evaluation, within the scope of terms and conditions outlined within this License.

3.3 Usage Restrictions

The Licensed Material may not be used for commercial use, where you receive any form of remuneration, money or fees, and the Material may not be sold, resold, re-licensed, sub-licensed, transmitted to other third-parties, used for advertising, or used for any other purposes other than specified in this License Agreement, by the Licensor in the Invoice, or otherwise in writing.

3.4 Social Media Distribution Rights

Without prejudice to other clauses in this License Agreement, you may distribute a digital copy of the Comping Image(s) to any social media platform such as Facebook, Instagram, and Twitter, provided that (i) the size of the image(s) is less than or equal to 800 pixels in length and width, (ii) the image(s) are not altered in any way from the original displayed on this site, (iii) the images(s) retain the original ePhotoQuest watermark and copyright notice, and (iv) the copyright credit information for the image(s) is displayed as part of a text comment that is attached to the image(s) on the social media site, with copyright credit information as described in Section 9.15 of this Agreement.

 

4 RIGHTS AND RESTRICTIONS - PERSONAL USE LICENSE

4.1 Subject to Terms

All rights, restrictions and other clauses under Section 4 are specifically relevant to a "Personal Use" License and are subject to the terms and conditions in the remainder of this Agreement, unless otherwise indicated.

4.2 Usage Rights

The Licensee is granted a non-exclusive, non-transferable, non-sub licensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for personal, non-commercial purposes. Permitted usage covers: display on personal websites and computers, or making image prints or video copies for personal use. The Licensee may alter, crop, manipulate and create derivative works of the Licensed Material for personal, non-commercial purposes.

4.3 Usage Restrictions

The Licensed Material may not be used for commercial use, where you receive any form of remuneration, money or fees, and the Material may not be sold, resold, re-licensed, sub-licensed, transmitted to other third-parties, used for advertising, or used for any other purposes other than specified in this License, by the Licensor in the Invoice, or otherwise in writing.

4.4 Scope

The Licensee's rights to the Licensed Material are non-exclusive, worldwide and perpetual.

 

5 RIGHTS AND RESTRICTIONS - ROYALTY-FREE LICENSE

5.1 Subject to Terms

All rights, restrictions and other clauses under Section 5 are specifically relevant to a "Royalty-Free" License and are subject to the terms and conditions in the remainder of this Agreement, unless otherwise indicated.

5.2 Usage Rights

The Licensee is granted a non-exclusive, non-transferable, non-sub licensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for the following permitted purposes: advertising and promotional materials; broadcast and theatrical exhibitions; print publications and physical products; electronic publications including website design; and any other uses approved by the Licensor in the Invoice or otherwise in writing. The Licensee may alter, crop, manipulate and create derivative works of the Licensed Material.

5.3 Subcontractors

The Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.

5.4 Editorial Use

Where Licensed Material is to be used for editorial purposes, such as in a printed, digital, mail, email, internet or web circulations of newspaper, magazine, informative article, editorial, blog, newsletter, or information on any newsworthy event or reference material, the copyright credit information, as outlined in section 9.15 of this Agreement, must be displayed adjacent to the Licensed Material.

5.5 Scope

The Licensee's rights to the Licensed Material are non-exclusive, worldwide and perpetual.

 

6 RIGHTS AND RESTRICTIONS - RIGHTS-MANAGED

6.1 Subject to Terms

All rights, restrictions and other clauses under Section 6 are specifically relevant to a "Rights-Managed" License and are subject to the terms and conditions in the remainder of this Agreement, unless otherwise indicated.

6.2 Usage Rights

The Licensee is granted a non-exclusive, non-assignable and non-sub licensable right to Reproduce the Licensed Material identified in the Invoice, to the extent explicitly limited by use as stated in the Invoice for the Licensed Material. The Licensee may alter, crop, manipulate and create derivative works of the Licensed Material, and may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Invoice.

6.3 Usage Restrictions

The License Material is strictly limited to the use clearly indicated for each Licensed Material item in the Invoice. The limits are expressed in terms of type of use, medium, reproduction size, placement within medium, number of reproductions, length of time, geographical territory and any other limitations specified in the Invoice. All specifications represent the limits within which the License covers, and any deviation from these License parameters in actual use constitutes a breach of contract by Licensee.

6.4 Editorial Use

Where Licensed Material is to be used for editorial purposes, such as in a printed, digital, mail, email, internet or web circulations of newspaper, magazine, informative article, editorial, blog, newsletter, or information on any newsworthy event or reference material, the copyright credit information, as outlined in section 9.15 of this Agreement, must be displayed adjacent to the Licensed Material.

6.5 Subcontractors

The Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.

6.6 Scope

The Licensee's rights to the Licensed Material are non-exclusive, where geographical territory and length of License validity is described in the Limitations set-forth for each Licensed Material item on the Invoice.

 

7 RIGHTS AND RESTRICTIONS - RIGHTS-MANAGED EXCLUSIVE

7.1 Subject to Terms

All rights, restrictions and other clauses under Section 7 are specifically relevant to a "Rights-Managed Exclusive" License and are subject to the terms and conditions in the remainder of this Agreement, unless otherwise indicated.

7.2 Usage Rights

The Licensee is granted an exclusive, non-assignable and non-sub licensable right to Reproduce the Licensed Material identified in the Invoice, to the extent explicitly limited by use as stated in the Invoice for the Licensed Material. The Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Invoice.

7.3 Usage Restrictions

The License Material is strictly limited to the use clearly indicated for each Licensed Material item in the Invoice. The limits are expressed in terms of type of use, medium, reproduction size, placement within medium, number of reproductions, length of time, geographical territory and any other limitations specified in the Invoice. All specifications represent the limits within which the License covers, and any deviation from these License parameters in actual use constitutes a breach of contract by Licensee.

7.4 Editorial Use

Where Licensed Material is to be used for editorial purposes, such as in a printed, digital, mail, email, internet or web circulations of newspaper, magazine, informative article, editorial, blog, newsletter, or information on any newsworthy event or reference material, the copyright credit information, as outlined in section 9.15 of this Agreement, must be displayed adjacent to the Licensed Material.

7.5 Subcontractors

The Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.

7.6 Scope

The Licensee's rights to the Licensed Material are exclusive, where geographical territory and length of License validity is described in the Limitations set-forth for each Licensed Material item on the Invoice.

 

8 RIGHTS AND RESTRICTIONS - PRINT IMAGE

8.1 Subject to Terms

All rights, restrictions and other clauses under Section 8 are specifically relevant to a "Print Image" License and are subject to the terms in the remainder of this Agreement, unless otherwise indicated.

8.2 Usage Rights

The Licensee is granted a non-exclusive right to own a printed copy "Print" of an image as detailed in the Invoice, for the sole purpose of 'owning' and displaying the Print. The Licenced Material will be produced by one of ePhotoQuest's printing labs, which is then shipped directly to the Purchaser.

8.3 Usage Restrictions

The Licensee agrees not to allow the Print to be scanned, copied, duplicated or otherwise reproduced, and to not use the Print for any commercial purpose.

8.4 Ownership

You hereby agree and acknowledge that, by Purchasing the Print, and associated License, ownership specifies ownership of the medium on which the image is printed, and the rights to display the print. You are not acquiring any right, title or interest in or to the original image, Print or any associated copyrights, other than the right to possess, hold and use the Print for non-commercial purposes.

8.5 Public Display

You agree that should the Licensed Print be displayed in a Public place, such as, but not limited to, a library, restaurant, gallery, or other location where the general public can view the Print, the Photographer's name and copyright message must be displayed next to the print so as to clearly identify the Photo's copyright, as described in Section 9.15 of this Agreement.

8.6 Deviation

Should the Licensee require any special conditions or deviations from this Print Image License during the life of the Print, a formal request must be submitted to ePhotoQuest for consideration.

8.7 Transfer

The transfer of ownership of the Print is hereby allowed provided that the License for the Print is transferred with it to the new owners. The original Licensee must ensure the new Licensee is made aware of the various terms and conditions, usage rights and restrictions, and details of copyright ownership. You, the original Purchaser and Licensee as stipulated on the Invoice, hereby acknowledge that, should the new Licensee subsequently dispute such transfer of Print ownership, the original Purchaser and Licensee shall be responsible and liable for any breach of this License Agreement by the new Licensee.

 

9. COMMON TERMS AND CONDITIONS

9.1 Copyright Ownership

By the issuance of the License in this Agreement, the Licensee acknowledges that no ownership or copyright of any Licensed Material shall pass to Licensee. By using the Licensed Material you hereby agree and acknowledge that you are not acquiring any right, title or interest in or copyright to the Licensed Material, other than the right to possess, hold and use the Licensed Material for the purposes defined in the Licence Agreement clauses relevant to the type of Licensed Material purchased. Copyright remains with the respective ePhotoQuest photographer, as described in Section 9.15 of this Agreement.

9.2 Usage Restriction

The Licensed Material shall not be used in a pornographic, defamatory or otherwise unlawful way, and shall not be incorporated into a logo, trademark or service mark. Additionally, the Licensee may not include the Licensed Material in an electronic template intended to be Reproduced by any third parties.

9.3 Additional Usage Restrictions

The Licensed Material shall not be used contrary to any restriction that is notified to Licensee prior to or at the time the Licensed Material is purchased by Licensee. It is hereby acknowledged that any such restrictions provided to the Licensee shall be considered as being incorporated into this Agreement by reference.

9.4 Inspections

Upon reasonable notice, Licensor 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 this Agreement.

9.5 Storage

The Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee. Should the Licensed Image be used by such employees, partners and clients of Licensee, the Licensee shall be fully and wholly responsible and liable for any breach of this License Agreement by such users.

9.6 Transfer

Aside from the clauses outlined for the Print Image License in Section 8 of this Agreement, the Licensee may not sub-license, sell, assign, convey or transfer the License for any Material under this Agreement or any of its rights under this Agreement.

9.7 Derivative Works

The Licensee may sell or license derivative works incorporating the Licensed Material, subject to the rights, restrictions and limitations of the respective Material License contained in this Agreement. However, the Licensee may not sell, license or distribute any derivative work containing the Licensed Material in a way that would allow a third party to download, extract or access the Licensed Material as a standalone item.

9.8 Distribution

Unless specifically granted elsewhere in this Agreement, Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile telephone devices.

9.9 Material License Identification

Licensee must retain within the invoice and embedded in the original electronic file, or attached to a print, the copyright symbol, the name of Licensor and other credit information, the Licensed Material's identification number and any other credit.

9.10 Licensed Third Party

If a Purchaser has acquired the License for a third-party Licensee, the Purchaser hereby represents and warrants that the Purchaser is authorized to act on behalf of the Licensee and has authority to bind the Licensee to this Agreement. The Purchaser also hereby represents that should the Licensee subsequently dispute such authority or License ownership, the Purchaser shall be responsible and liable for any breach of this License by the Licensee.

9.11 Editorial Credit

If any Licensed Material is Reproduced as editorial content, the Licensor's name or, such other credit information, if any, as described in Section 9.15 of this Agreement, must appear adjacent to the Licensed Material in the credit line accompanying the Licensed Material.

9.12 Releases Availability

Licensor 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 the Site, in the Invoice or by other means. If no such notification is given, then the Licensee acknowledges no such model or property release has been obtained, and the Licensor 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.

9.13 Releases Responsibility

Where Licensed Material is unreleased, Licensee shall be solely responsible for determining whether a release is required, and what legalities there are regarding such requirements, in connection with any proposed use of such Licensed Material. All liability rests with the Licensee on the legalities of using the Licensed Material in their project.

9.14 Model Declaration

If any Licensed Material featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or have a connection with a subject that would be unflattering or controversial, the 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.

9.15 Copyright Display

For the purposes of all conditions requiring the display of copyright information, unless advised otherwise either on the Licensed Material Invoice or in writing from ePhotoQuest, the credit line shall read: "© 2014 Glenn G Cassim - ePhotoQuest.com - All rights reserved".

9.16 Condition of Licensed Material

The Licensee should examine all Licensed Material on arrival or download for possible defects before sending any Licensed Material for Reproduction. Licensor shall not be liable for any consequential 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.

 

10 TERMINATION

The Licensor shall have the right to terminate this Agreement immediately by written notice if the Client commits a material breach of this Agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the Licensee fails to remedy the breach within 14 days after a written notice to do so. Should the Licensee fail to comply with any provision of this Agreement, the Material License contained in this Agreement will terminate. Upon termination, Licensee must immediately stop using, delete, destroy or return the Licensed Material to Licensor, and delete any works derived from the Licensed Material.

 

11 NO WAIVER

The Parties agree that no failure by either Party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

 

12 SEVERANCE

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

 

13 ENTIRE AGREEMENT

This Agreement 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.

 

14 FORCE MAJEURE

Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

 

15 INDEMNITY

PROVIDED LICENSED MATERIAL IS ONLY USED IN ACCORDANCE WITH THIS AGREEMENT AND LICENSEE IS NOT OTHERWISE IN BREACH OF THIS AGREEMENT, THE LICENSOR SHALL DEFEND, INDEMNIFY AND HOLD LICENSEE HARMLESS FROM ALL DAMAGES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND PERMITTED AND AUTHORIZED COSTS), ARISING OUT OF OR CONNECTED WITH ANY ACTUAL OR THREATENED LAWSUIT, CLAIM OR LEGAL PROCEEDING ALLEGING THAT LICENSOR IS IN BREACH OF ITS WARRANTIES.

THE FOREGOING STATES LICENSOR'S ENTIRE INDEMNIFICATION OBLIGATION TO LICENSEE UNDER THIS AGREEMENT AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 16 BELOW.

WHERE MODEL OR PROPERTY RELEASES FOR LICENSED MATERIAL HAVE NOT BEEN OBTAINED BY LICENSOR, OR IF LICENSEE'S USE OF THE LICENSED MATERIAL IS NOT AUTHORIZED BY THIS AGREEMENT, THE LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD LICENSOR 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 MATERIAL.

 

16 WARRANTIES

THE LICENSOR 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 ON DELIVERY TO LICENSEE; (III) SUBJECT TO CLAUSE 9.12 ON RELEASE AVAILABILITY, THE LICENSEE'S USE OF THE LICENSED MATERIAL IN ITS ORIGINAL FORM, AND WHEN USED IN ACCORDANCE WITH THIS AGREEMENT, APPROPRIATE LICENCE AND 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.

THE LICENSOR 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. LICENSOR 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 LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. LICENSOR'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 3 (THREE) TIMES THE VALUE PAID BY THE LICENSEE FOR THE LICENSED MATERIAL.

THE REPRESENTATIONS AND WARRANTIES MADE BY THE LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY LICENSOR 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.

 

17 LAW AND JURISDICTION

THIS AGREEMENT BETWEEN YOU AND EPHOTOQUEST SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AUSTRALIAN LAW. ANY DISPUTE, CONTROVERSY, PROCEEDINGS OR CLAIM BETWEEN THE PARTIES RELATING TO THIS AGREEMENT SHALL FALL WITHIN THE JURISDICTION OF THE COURTS OF AUSTRALIA.

 

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Formal image licenses encapsulated in a single agreement