TERMS & CONDITIONS
IntroductionThese Terms and Conditions serve as a non-transferable contract (also referred to below as an "Agreement") between you (the person viewing this website and using our images) and us (KGC Photo Agency LLP).
You may download low-resolution Images from this web site to your computer desktop (or, send them by e-mail, either to yourself or to another party) for initial viewing and/or use in composites or preview layouts. These are the ONLY permissible reproduction rights granted by us to you for our low-resolution images. Such uses of low- resolution images are free of charge but are subject to Clause 2 and the prohibitions set out in Clause 3 below as well as any other restrictions set out under these Terms and Conditions.
You may also purchase any additional reproduction rights you need to the Images on this website. Some of these reproduction rights (use on a website, in other digital uses or in some print projects) may be purchased directly from this website, while others must be obtained by calling our customer service department in London.
Delivery of reproduction-quality images to you may be accomplished as follows:
If you choose to receive high-resolution digital copies, you may either download them directly from this website OR have them sent to you via email or FTP. All deliveries of digital images are governed both by this Agreement and our Invoice/Copyright License.
Upon payment of our Invoice, including relevant usage fees, you may utilise the images we license to you on a non-exclusive basis for the specific uses and purposes stated on our invoice and limited by these Terms and Conditions. You do not acquire any right, title or interest in or to any of our images including, but not limited to, any electronic reproduction or promotional rights, except as specifically set forth in our Invoice/Copyright License and these Terms and Conditions. You agree that you will not make, authorise or permit any use of the particular image(s), plate(s), digital file(s) or other reproduction(s) made from our images except as specified in our Invoice/Copyright License.
Definitions/Agreed Terminology :(a) "Creator" refers to the photographer, artist or any other party (or parties) responsible for producing the images (pictures) on this website. "Client", "You" and "Your" refer to the individual viewing the KGC Photo Agency LLP website. All three terms also refer to the individual downloading images from this website. In addition, all three terms refer to the recipient/licensee of the images and it's/your representatives. The terms "KGC Photo Agency LLP", "Us" and "Our" refer to KGC Photo Agency LLP Limited, the authorised agent for the creators of the images on this website.
(b) "Digital Medium" means a digital format such as a floppy disk, fixed hard disk, compact disk ("CD"), e-mail, FTP, etc. containing Images that have been converted into digital files and provided to you by us subject to these Terms and Conditions.
(c) "Image" means a photograph, picture, transparency, negative, design, artwork, painting, graphic work, diagram, montage, illustration, drawing or engraving as well as any image on a computer disk, or on magnetic tape, or transmitted electronically in digital form, or stored in a computer-based retrieval system, or any other item that may be offered by us to you for the purpose of reproduction, either with or without accompanying text
(d) "Reproduction" means any form of copying, displaying or publication of the whole or part of any image made available to you by us, whether such image is altered or manipulated in any way or not by you, and whether reproduced by printing, photography, photocopying, scanning or slide projection (whether or not to an audience) by electronic, digital or mechanical means. "Reproduction" also means the downloading and/or storage of an image by any means, including digitally. "Reproduction" is also understood by you and us to include the use, either in whole or in part, of any image as an artist's reference, as the basis for producing an artist's illustration, or for producing a comp, layout or presentation to a customer. Further, "reproduction" is specifically understood by you and us to include the display of an image on an internet website.
(e) "Text" means any words, information or data comprising an article, feature, interview, recipe, caption, extended caption or any other words in written or digitally stored or transmitted format that we may offer either for the purpose of reproduction or for the purpose of providing specific information about an image; (f)"Non-transferable" means that the work you produce using our images must be for your own use, or for the use of your direct employer, client, or customer, i.e., the end-user of your work. You may not sell, rent, loan, give, sub-license, or otherwise transfer to anyone our images or the right to use the images and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the image(s). You agree to take all commercially reasonable steps to prevent third parties from reproducing or distributing the Image(s), including affixing a copyright/credit line as described in Clause 9 below and implementing appropriate security protection and compliance procedures (SEE ALSO Clause 17, "Anti-Piracy", below).
1. Your Agreement(a) KGC Photo Agency LLP has agreed to fulfil your picture request and grant you the use of our images in accordance with the specifications of use stated on our Invoice/Copyright License and on the condition that you agree to the Terms and Conditions herein. IF YOU OBJECT TO ANY OF THESE TERMS AND CONDITIONS YOU MAY WAIVE YOUR OPPORTUNITY TO DOWNLOAD, USE AND REPRODUCE OUR IMAGES BY NOT COMPLETING THE ONLINE REGISTRATION FORM
(b) No variations or changes of these Terms and Conditions shall be effective unless agreed to in writing by KGC Photo Agency LLP and you. These Terms and Conditions supersede any and all terms on your purchase order, or your client's purchase order, or either your's or your client's standard operating procedures. No action of KGC Photo Agency LLP other than an express written waiver may be construed as a waiver of any clauses of this contract.
(c) None of the rights of reproduction you may purchase under the terms of this contract are assignable or transferable without our written permission.
(d) All rights that are not specifically granted to you herein are reserved for KGC Photo Agency LLP's use and disposition without any limitations whatsoever.
2. Ownership of Images and RightsUnless otherwise specifically stated in writing by us, the images on this website remain the exclusive property of KGC Photo Agency LLP, a specific creator, or an authorised agent or representative for a creator (such as a picture agency). For the avoidance of doubt, no copyright or other intellectual property right in the images on this website is transferred to you without a specific Invoice/Copyright License defining the rights we have granted to you.
3. Reproduction rights(a) Limited reproduction rights are granted to you for the images on our web site in low-resolution format as follows, subject to the Terms and Conditions herein: you may view the images on this website and you may use them in a composite, layout or customer preview layout. In conjunction with those authorised uses, you may download low-resolution images from this web site to your computer desktop or send them by e-mail, free of charge, subject to the prohibitions set out in Clause 4 below.
(b) Reproduction rights for high-resolution Images are subject to the Terms and Conditions herein and are strictly limited within our Invoice/Copyright License to the specific uses specified, together with any limitations also specified regarding the period of time during which, or territory within which, you may use our images. Unless otherwise specified in our Invoice/Copyright License, the use we grant to you of our high-resolution images is for one-time use in a single publication, project or web site at a specified size and with text (if any) in the language or languages specified.
In the absence of any contrary language in our Invoice/Copyright License, you may:
(i) use our image(s) on any single computer at any one time. The images as well as the contents of the Digital Medium are deemed "in use" on a computer when loaded into either the temporary or permanent memory of that computer;
(ii) copy the Images into any machine-readable or printed form for back-up or archival purposes provided that any copy includes the Images' copyright notices;
(iii) reproduce and use any of the Images according to the purpose stated on the Invoice/Copyright License only, and subject to the provisions of Clause 5 below; and
(iv) exercise the reasonable amount of digital manipulation necessary in order to prepare the Images for reproduction (so called "prepress" work), such as minor modifications or enhancements of colours or colour balance, minor reduction or intensification of contrast, or minor retouching, subject to the restrictions in both Clauses 4.(ii) and 5. below.
4. ProhibitionsYou may not:
(i) transfer or assign any rights to the Digital Medium or the Images;
(ii) alter or merge, in whole or in part, the Digital Medium or any Images so as to create a derivative work (SEE Clause 5 below);
(iii) reverse engineer, decompile or disassemble the Images or any software contained on or in the Digital Medium, subject to applicable law;
(iv) copy the Digital Medium or reproduce or use the Images except as provided above in Clause 3 (a) or;
(v) use the Images in any way that might be deemed defamatory, libelous, pornographic, or obscene.
(vi) store or transmit the Images electronically or digitally, except as provided above in Clause 3.
(vii) copy or reproduce any CD that we may provide to you, nor the Image(s) it contains, or the materials that accompany it, except as specified in these Terms and Conditions and the relevant Invoice/Copyright Licence; further, you may not remove any copyright or trademark material or notice from any place where it appears on our CD, or its accompanying materials.
5. Derivative worksIf you intend to use any of our Images for the purpose of creating a "derivative work" you must contact us and receive prior approval to do so. A "derivative work" is defined as anything sourced from or referenced from our Images. If you clone, copy, trace, shrink, stretch, significantly alter colour, flip or flop, or include the Image(s) or any part thereof in a montage, or use the Images as the basis for an artist's reference, or change the Images in any other way you create a derivative work. Such derivative work may be used only as permitted in accordance with a valid Invoice/Copyright Licence from us.
6. Releases and Permissions(a) No valid model or other releases exist for any Image on our web site unless the existence of such releases is specified in writing by us. You agree to indemnify and hold the Image Creators and KGC Photo Agency LLP harmless against all claims arising out of the use of any Images where the existence of such release(s) has not been specified in writing by us. In any event, the limit of our liability shall be the sum paid to us per our Invoice/Copyright License for the uses of the particular Images involved.
(b) KGC Photo Agency LLP Ltd gives no rights or warranties with regard to the use of names, trademarks, logotypes, registered or copyrighted designs or works of art depicted in any Image, and you must satisfy yourself that all necessary rights, model releases, permissions or consents which may be required for Reproduction are obtained.
7. Condition of Digital Files and TransparenciesIf you choose to receive high-resolution Images in a digital format for Reproduction it shall be presumed by us that the Images we supply to you on email, FTP, or downloaded by you from this web site, have been received in good, useable condition unless you notify us otherwise within 5 business days of receipt of the Image files. If you choose to receive high-resolution Images for reproduction on transparency film instead of in digital format your pictures will be shipped to you with an accompanying Delivery Note listing all of the Images and it shall be presumed by us that they are received by you in good, useable condition unless you notify us to the contrary within 5 business days of receipt of the Images.
8. Copyright Notice(a) Our Images are protected by copyright. All rights to the Images are owned by the Creators and licensed by KGC Photo Agency LLP Ltd. A copyright and credit line must be included with the reproduction of our Images in the following format:
(i) If non-editorial use, you agree to provide copyright protection by placing proper copyright notice on any use. Proper use may be either "© Year Client Name" (which protects the whole and all of its component parts) or "© Year Creator's Name/KGC Photo Agency LLPPHOTOS.COM" adjacent to or within the Image(s) (which protects the pictures themselves);
(ii) If editorial use, you agree to provide a credit line in the form "© Year Creator's Name/KGC Photo Agency LLPPHOTOS.COM" in type no smaller than that of related text, such credit line to appear adjacent to or within the Image(s).
(b)Since it is difficult to quantify the loss or damage incurred by us and our Image Creators due to an incorrect or missing copyright and credit line you agree that a reasonable amount of liquidated damages payable by you to us if the copyright/credit line is omitted or incorrect is 50% of the fee specified in our Invoice/Copyright Licence.
(c) The Creator of the Image(s) hereby asserts his or her rights to be identified as author of the works in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988.
9. Samples of Printed PublicationsIf our Images are used by you in a print publication you agree to send to us, at your cost, two (2) free samples ("tear sheets") of the relevant pages containing our Images within thirty (30) days of publication. In other media, alternative evidence of use must be provided to us if requested. Failure to supply tear sheets or such alternative evidence of use shall be considered to be a material breach of these Terms and Conditions.
10. Administrative CostsA service fee to cover administrative costs and transmission of the Images is payable by the Client on each submission and resubmission of the Images by whatever Digital Medium. The Client shall pay for courier, express or any other special delivery arrangement requested. The Client shall also pay Value Added Tax (and any equivalent or substitute tax) on all sums payable under these Terms and Conditions. Refunds will only be given at the discretion of the company management.
11. Term of LicenceThe term of the Licence we issue you for use of our high-resolution Images is for a period of twelve (12) months from the date of issuance unless otherwise specified. Our Agreement will terminate automatically without further notice from us once the permitted use and term specified in our Invoice/Copyright Licence have been completed.
12. InvoicingCustomers who have established an account in good standing with KGC Photo Agency LLP have the option of receiving an Invoice for their use of our high-resolution Images. However, until such an Invoice is issued to you for the applicable Reproduction fee for the use of our high- resolution Images neither party is committed to grant or to use any Reproduction rights in any of our Images. After a Reproduction fee has been agreed and an Invoice/Copyright License issued and subsequently paid by you, you are granted specific reproduction rights and you may then use the Images, subject to these Terms and Conditions.
13. Payment(a) Time is of the essence in the performance of your obligation to pay our Invoice/Copyright License. You only have the right to reproduce our Images when our Invoice/Copyright License is paid in full. Therefore, you agree to pay our Invoice/Copyright License within 30 days of issuance.
(b) Any Reproduction by you before payment of the relevant Invoice/Copyright License constitutes an infringement of copyright and a breach of this Agreement, thus entitling us to rescind the Invoice/Copyright License and rendering you liable for the payment of damages. NO RIGHTS OF REPRODUCTION ARE GRANTED UNTIL PAYMENT IS RECEIVED BY KGC Photo Agency LLP.
(c) If payment is not made by you in accordance with 13.(a) above then we may revoke the applicable Invoice/Copyright License and recover damages or, at our option, we may charge interest to you on the overdue amount at 4% above the official dealing rate of The Bank of England per annum on the outstanding balance.
(c) All sums required to be paid to us under these Terms and Conditions are expressed net of Value Added Tax (and any equivalent or substitute tax), which (if and to the extent payable on such sums) shall be paid by you.
14. TerminationEither party may immediately terminate this Agreement without payment of compensation, or other damages caused to the other party solely by such termination, by giving written notice to the other party if any one or more of the following events occurs:
(a) the other party commits a material breach of any of its obligations under this Agreement which cannot be remedied;
(b) the other party fails to remedy, or persists in, any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days;
(c) the other party or any partner in the other party proposes a voluntary arrangement within the meaning of Section 1 or Section 253 of the Insolvency Act 1986, or an interim order is made in relation to the other party under Section 252 of the Insolvency Act 1986, or any other steps are taken or negotiations commenced by the other party or any of its creditors with a view to proposing any kind of composition, compromise or arrangement involving the other party and any of its creditors;
(d) the other party is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or calls a meeting for the purpose of passing a resolution to wind it up, or such a resolution is passed, or a resolution is passed by the directors of the other party to seek a winding up or administration order, or the other party presents, or has presented, a petition to appoint an administrator, or has an administrative receiver, or receiver appointed of all or any part of its business, undertaking, property or assets.
(e) in the event that we terminate this Agreement you must immediately (i) stop using our Images and (ii) delete the Images and all copies of them from all of your electronic and/or magnetic media and destroy all other copies of the Images within your possession or control, or, upon request of the KGC Photo Agency LLP, return all such copies to us.
15. Anti-piracy and Unauthorised Use(a) You will provide us with any information which we might reasonably request regarding the anti-piracy measures you have undertaken, i.e., actions you have taken to ensure and prevent the illegal copying and reproduction of the Images or Digital Media you obtain from us by friends, associates, colleagues or co- workers.
(b) We calculate the fee specified in our Invoice/Copyright Licence by relying in good faith on the information you provide to us for the intended use and reproduction specified in that Licence. Since it is difficult to quantify the loss or damage incurred if you use the Images other than in accordance with this Agreement, including but not limited to the number of uses, the publication utilised, or the size of reproduction, we shall have the option to forego our right to sue for copyright infringement and breach of contract if you pay, as liquidated damages, a sum equal to three (3) times the normal fee which we would have charged for such use, within fourteen (14) days of the KGC Photo Agency LLP invoicing you for such fee. If you subsequently fail to make such payment to us we shall have the right to sue you for copyright infringement and breach of contract.
16. Indemnification(a) You shall indemnify and hold us harmless against all claims, loss, damage, proceedings or costs with respect to Images that have been Reproduced without effective rights, model releases, permissions or consents.
(b) You agree to indemnify and hold harmless KGC Photo Agency LLP against all claims, demands, costs, damages and related expenses, whether foreseeable or not, arising directly or indirectly in respect of any claims that the Reproduction of any Image provided to you by us infringes the intellectual property rights of a third party. For the purposes of this clause, the term "Intellectual Property Rights" shall include: copyright, database right, patents, registered designs, trademarks and service marks (whether registered or not), design right, and all similar property rights including those subsisting in any part of the world in drawings, software inventions and confidential information.
(c) You agree that you will not use or permit the use of our Images to defame any person or violate any person's right of privacy or publicity, for any obscene or indecent purpose, or in any other way which is illegal or unlawful. You further agree not to use or permit the use of our Images as a trade or service mark, or claim any proprietary rights of any sort in the Image(s) or any part thereof. You agree to indemnify and hold us harmless against any claim, loss, damage or liability of any kind (including reasonable legal fees and expenses) arising from any use of our Images other than in accordance with the terms of this Agreement.
17. Exclusions/Limitations of Liability(a) You agree that you accept these Terms and Conditions with the full knowledge that our liability is limited and that the prices and charges payable to us have been calculated accordingly.
(b) KGC Photo Agency LLP provides its web site and online Images, the accompanying data (including captions) and any Digital Medium in which the Images are provided "as is" and on an "as available" basis without any representation or endorsement and without warranty of any kind, whether express or implied, including, but not limited to, warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. We do not warrant that use of the Images will be uninterrupted, error free or free of computer viruses or computer bugs, or that defects will be corrected, or give any warranty otherwise as to their functionality, accuracy, or reliability.
(c) Except as specified in this Agreement, all express, statutory or implied representations, warranties and conditions, including but not limited to any implied warranty and/or condition of satisfactory quality, fitness for a particular purpose or non-infringement, are hereby disclaimed.
(d) In no event will KGC Photo Agency LLP be liable for any damages including, without limitation, indirect or consequential damages, or any damages whatsoever arising from use or loss of use, data or profits, whether in action of contract, negligence or other action, arising out of or in connection with these Terms and Conditions, including without limitation (i) the use of or inability to use the Images or (ii) the inability to obtain additional rights to the Images (including making additional copies). In any event, the limit of liability of KGC Photo Agency LLP shall be the fee paid for the Images to us.
(e) There may be links from our website to other web sites on the Internet; however, these web sites are not controlled by us and we are not responsible for any content contained on any such website or any loss suffered by you in relation to your use of such web sites. You waive any and all claims against us regarding the inclusion of links from the KGC Photo Agency LLP website to outside websites or your use of those websites.
(f) Some U.S. states and countries outside the United Kingdom do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by your state or national provisions.
18. Other Provisions(a) If any provision or portion of these Terms and Conditions should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which this Agreement is intended to be effective, then to the extent and within the jurisdiction which that provision is illegal, invalid or unenforceable it shall be severed and deleted from this Agreement and the remaining Terms and Conditions shall survive, remain in full force and effect and continue to be binding and enforceable.
19. Interpretation, Governing Law & DisputesThese Terms and Conditions, as well as any disputes or claims arising under or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of England. Disputes arising under this Agreement shall be exclusively subject to the jurisdiction of the courts of England. Notwithstanding the foregoing, however, KGC Photo Agency LLP shall have the right to commence and prosecute any legal or reasonable action or proceeding before any non-English court of relevant jurisdiction to obtain injunctive or other relief in the event that, in the opinion of KGC Photo Agency LLP, such action is necessary or desirable.
ROYALTY FREE TERMS AND CONDITIONSFor the purpose of this Agreement the term "The Content" shall mean any photographic image, illustration, digital animation, film, video or other visual representation together with any auditory representation recorded in any format.
If you are entering this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer as well as to you as a representative of your employer. Should you cease working for your employer, your employer may continue to operate under this agreement.
GRANT OF LICENSE.KGC Photo Agency LLP grants you the non-exclusive, non-transferable license to use and modify The Content subject to the restrictions contained herein.
This license Agreement DOES PERMIT the following uses of The Content. You may use The Content in your personal, professional, internal, editorial and client projects including printed materials, advertisements, packaging, presentations, video, on-line or multimedia projects.
This license Agreement DOES NOT PERMIT the following uses of The Content. You may not post The Content on any electronic bulletin board, place The Content on-line in a downloadable format, or use The Content in a Website at a resolution higher than 72dpi. You may not use, or allow anyone else to use any of The Content to create pornographic, libellous, obscene or defamatory material. The Content may not be copied in its entirety. You may not rent, transfer or grant any rights to The Content contained hereon, or any compilation, derivative or collective work containing The Content to any other person (other than the provision stated below) or organisation without prior written consent of KGC Photo Agency LLP. The content may be distributed within the same company within a network or similar asset management system to no more than 10 named individuals within the company or similar legal entity. If the content is to be placed onto a network of servers accessible by more than 10 named individuals, please contact your local sales office as you will require a Seat License.
Using The Content in a way not covered by this Agreement or that is specifically prohibited, without prior written consent from KGC Photo Agency LLP, is a violation of Federal copyright law. This license is in force until it is terminated. If you do not comply with the terms and conditions above, this license automatically terminates. At termination, the product must be returned to KGC Photo Agency LLP immediately.
COPYRIGHT.All The Content is copyright KGC Photo Agency LLP. or its licensors and is protected by the United States Copyright laws, international treaty provisions and other applicable laws. No title or intellectual property rights in The Content is transferred to you. KGC Photo Agency LLP retains all rights not expressly granted by this license Agreement.
LIMITED WARRANTY.KGC Photo Agency LLP warrants The Content to be free from defects in material and workmanship for 90 days from delivery. Your sole and exclusive remedy for a breach of this warranty is the replacement of The Content or a refund of the purchase price, at the option of KGC Photo Agency LLP.
KGC Photo Agency LLP makes no other warranty nor agrees any other condition, representation or undertaking, either express or implied, of any nature, including as to merchantability, satisfactory quality, fitness for any particular use or compatibility with any computer or other kind of equipment. Neither KGC Photo Agency LLP nor any of its agents or employees shall be liable to any distributor or other reseller, customer, end user or other person or any indirect, incidental, special or consequential damages (including loss of profit, business, revenue, goodwill or anticipated savings) resulting from its performance or non-performance of this Agreement or the use of, or inability to use, The Content provided under this Agreement or arising (or which might be claimed) under any other cause of action or theory of claim. Moreover, the liability of KGC Photo Agency LLP, its agents and employees in respect of any other cause of action (whether arising in tort, contract or otherwise and notwithstanding any negligence or other fault) shall in no event exceed the sales value of The Content. Some jurisdictions do not permit the restriction of liability in respect of death, personal injury, deceit nor the exclusion of certain implied conditions and/or warranties and, accordingly, the liability of KGC Photo Agency LLP shall not be restricted to the extent that this is not legally permitted.
GENERAL PROVISIONS.This Agreement will be governed by the laws in force in England excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that The Content will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. KGC Photo Agency LLP reserves the right to discontinue the license of The Content, for any reason and to elect to replace The Content with and alternative. Upon notice of any discontinuance of a license you, and your employer and your client if applicable, agree not to further use The Content so discontinued.
This Agreement shall automatically terminate upon failure by you to comply with its terms.
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