Royalty-Free License Agreement
All Photographs are supplied by Pacific Photos Limited (hereinafter called "the Licensor") and shall be accepted for use by the Client on and subject to the Terms and Conditions set out below. No variation of or addition to such Terms and Conditions shall be valid and effective against the Licensor unless expressly agreed by the Licensor in writing.
Definitions
For the purposes of these Terms and Conditions:
"The Licensor" and "The Client" shall, where the context so admits (and subject to the prohibition against assignment by the Client in condition 1), include their respective assignees and successors in title. "The Photographs" mean electronic images furnished to the Client by the Licensor.
"Licensed Use" in relation to any of the Photographs means reproduction by the Client of that Photograph in accordance with the license granted to the Client under condition 1). "The Fee" means the payment the Licensor is to receive from the Client for the Licensed Use of the Photographs under condition 1) as determined by the Licensor's pricing schedule in force at the time they are ordered by the Client.
Royalty-Free (RF)
Royalty-free pricing is based predominantly on the file size of the product you need, not the specific use. You don't have to pay any additional royalties on a use-by-use basis. However the rights granted are non-transferable and are personal to you. This means that if you license an RF product to be used in a derivative work by your client or any other person, they may not use the licensed product separately from the derivative work. Royalty-free licenses are always non-exclusive. All licenses of royalty-free products are subject to Pacific Photos Royalty-free License agreement.
Terms and Conditions:
1. Use Of Pacific Photos Images
1a. Acceptable Usage
You may use our royalty-free Images for:
i) Products including those intended for sale.
ii) Web pages.
iii) Advertising and promotional material.
iv) Publications.
v) Personal noncommercial material.
1b. Usage Restrictions
You may NOT:
i) use our images to compete with us. While you can incorporate our images in a product you intend to sell, you cannot give away or resell the images themselves.
ii) use our images as part of an electronic template to create multiple impressions of a product, we do not permit the use of images in any downloadable form.
iii) use our images as any part of a trademark.
iv) use our images for pornographic puposes.
v) use an image of a person in a manner implying endorsement of, or affiliation with a product or service, a controversal subject, or an unflattering manner, unless you include a statement indicating that the person is a model and is used only for illustrative purposes.
vi) claim copyright on any work that incorporates images from Pacific Photos Ltd or it's third party suppliers.
1c. Usage General
i) The Client shall not sell, hire out or otherwise dispose of or part with possession of the Photographs or assign or sub-license the agreement constituted by these Terms and Conditions or the licenses granted under it.
ii) The Client shall take all reasonable precautions to prevent any third party from acquiring possession of the Photographs or any interest in them or reproducing or otherwise using them in any way and, except to the extent that they are inconsistent with or modified by those terms, these Terms and Conditions shall continue to apply to the Photographs and to their further use under any such license.
iii) The Client shall not use the Photographs for any form of pornography or in a defamatory or illegal manner or adapt them in any way, otherwise than by cropping or sizing, and the Client shall indemnify the Licensor and hold him harmless in respect of all claims of whatsoever nature which may arise out of any breach by the Client of the terms of this provision.
2. Copyright
The entire copyright of the Photographs is retained by the contracted photographer supplying the Licensor at all times throughout the world.
3. Ownership of materials
Title to all the Photographs remains the property of the supplying contracted photographer to the Licensor.
4. Client confidentiality
Refer to our privacy policy,
5. Payment
Payment by the Client of the Fee in respect of the Photographs (and any further fees which may be required to be paid by the Client under these Terms and Conditions) shall be made within 30 days after the issue by the Licensor of the relevant invoice.
6. Nature of Relationship
The relationship constituted between the Licensor and the Client shall be that of licensor and licensee and neither party shall have authority to act as agent for the other or to commit the other to any obligation towards any third party.
7. Insolvency
If the Client shall be adjudged bankrupt or (being a company) shall have a receiver, administrator or administrative receiver appointed in respect of the whole or any part of its property or assets or shall go into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation) the licenses hereunder shall thereupon terminate.
8. Exclusion of other terms
These Terms and Conditions shall override all other terms and conditions (if any) which may be put forward by the Client with regard to the supply by the Licensor and/or use by the Client of the Photographs and no such other terms and conditions shall be binding upon the Licensor except to the extent that they are expressly agreed in writing by the Licensor as a variation of or addition to these Terms and Conditions.
9. Applicable law
The agreement constituted by these Terms and Conditions shall be governed by the laws of New Zealand and the parties irrevocably submit to the exclusive jurisdiction of the courts of justice in New Zealand to hear and determine all claims arising out of or in connection with such agreement
