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Royalty-Free Licence Agreement

This document is a legal agreement between you ("Licensee") and If Images (trading name of DNS Europe Ltd.,"Licensor").

You are accepting this Agreement by clicking on "I accept the licence agreement" during the purchasing process AND completing the purchase by clicking on "Finish". If you do not want to accept this Agreement, do not click on "I accept the licence agreement". If you are entering into this Agreement on behalf of your employer, the licence and restrictions apply to your employer and to you.

1. Definitions

1.1 "Licensed Image" means any still image, photograph (including negatives and transparencies), illustration (created digitally or by any other means), reproduction or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Licensor under the terms of this Agreement.

2. Use granted by Licence

2.1 Upon the payment of the purchase price for Licensed Images, Licensee is granted a non-exclusive, non-transferable right to use and reproduce the image in printed materials, or any electronic or digital form. In the latter case, each image should be incorporated into a design in such a manner to make it clear that the image is not intended to be separately downloaded, copied, or distributed and the image size in use must be less than 800 pixels on the longest side.

2.2 The above is subject to the following restrictions. Without limitation, images may not be used:

  • as a trademark or service mark
  • for any pornographic, unlawful purpose or use
  • to defame any person
  • to violate any person's right of privacy or publicity
  • to infringe upon any copyright, trade name, trademark, or service mark of any person/entity
  • for uses covering sensitive subjects including, without limitation, topics that may depict the subject matter of a Licensed Image in a negative or unfavorable light or subject persons to ridicule
  • use in retail photo products these include, without limitation, greeting cards, calendars, postcards, stationery, mouse pads, clothing etc.
  • for a purpose in respect of which a model or property release is required should such a release not be available. You shall check that the image has the appropriate releases before using the image for such a purpose.

2.3 If any Licensed Image which features a model is used in a manner that implies connection to a product or service by that model, or a potentially unflattering or controversial subject, Licensee must accompany each such use with a statement that indicates that the person is a model and is used for illustrative purposes only.

2.4 "Non-transferable" means that the work Licensee produces using an Image must be for its own use, or if purchased on behalf of an employer or client, that employer or client must be the end-user of the work. Licensee may not sell, rent, loan, give, sublicense, or otherwise transfer to anyone the Licensed Image, or the right to use an Image, and nothing Licensee produces shall grant or purport to grant to any third party a right to use or duplicate a Licensed Image. Licensee agrees to take all commercially reasonable steps to prevent third parties from duplicating or distributing the Licensed Image.

3. Copyright

All Licensed Images are copyright of If Images (DNS Europe Ltd) or its licensors, protected by the United Kingdom laws, international treaty provisions and other applicable laws. No ownership or copyright in any Licensed Image will be transferred to Licensee by issuing the Licence. If Images (DNS Europe Ltd) retains all rights not expressly granted by this licence agreement.

4. Payment Terms

Licence becomes valid only after Licensor's invoice is paid in full.

5. Warranty and Limitation of Liability

THE REPRESENTATIONS AND WARRANTIES OF LICENSOR MADE HEREIN WILL HAVE NO FORCE OR EFFECT IF LICENSEE IS IN BREACH OF THIS AGREEMENT.

5.1 Licensor warrants to Licensee that the Licensed Image downloaded by Licensee or delivered by Licensor by any means to Licensee will be free from defects. In the event of fault with the delivery medium, Licensor will deliver another copy of the same Licensed Image. In the event of fault with the image, Licensor will refund the Licensee in the amount paid for the corrupt image.

5.2 Licensee must satisfy itself as to the extent and validity of any model or property release, a copy of which will be provided to Licensee upon request. Any personal information of the model or property owner will be edited for the protection of the privacy of the model or property owner.

5.3 Licensor makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Images.

LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, 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, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT, THE INVOICE OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Indemnification

Licensee shall indemnify and defend the Licensor against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) a breach of this Agreement, (ii) the use or modification of any Image or combination of any Image with any other material, (iii) Licensee's failure to abide by any restriction regarding the use of an Image, or (iv) any claim by a third party related to the use of an Image, alone or in combination with any other material. The photographer warrants ownership of the copyright for the Image.

7. Applicable Law

This agreement is governed by the laws of England and Wales whose courts are the courts of exclusive jurisdiction. No action by Licensor, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of this Agreement. Should any clause be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.

8. Entire Contract

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THIS AGREEMENT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT OF THIS AGREEMENT.

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© Greg Smolonski

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