Intellectual Property License
(the "License")
VisualChaos Studios Ltd
This LICENSE is granted by VisualChaos Studios Ltd, The Studio,
House, Sandy Lane, Crawley Down RH10 4HS (the "Licensor")
and
the person or business downloading and/or using the IMAGES (the "Licensee").
Recitals
A. The Licensor owns the copyright to the images described and identified
in Appendix A (the "Images") of this License, and at no
time does the copyright pass to the Licensee (copyright purchase is fixed at £65 per chosen image if required).
B. The Licensee desires to use such Images in connection with its business
as determined and permitted in Appendix B of this License, and such use and
continued use signifies the Licensee's
full acceptance of the Terms and Conditions contained in this License.
Terms and Conditions
For these reasons, Licensor and Licensee hereby agree as follows:
1. The Licensor hereby grants the Licensee and the Licensee hereby accepts,
a royalty-free, non-exclusive, non-transferable license to use the Images
in connection with the Licensee's
business as determined in Appendix B of this License.
2. The Images cannot be amended or altered in any way without the permission
of the Licensor except conversion to monochrome, colour tinting or cropping so that the Images
may fit a page design or website layout. The overall image file size in pixels
may be changed without permission being obtained.
3. The Licensee agrees to indemnify and hold harmless the Licensor against
any damages, losses, or expenses (including but not limited to legal fees
or legal claims) in connection with any use of
the Images by the Licensee, except for any claims based solely upon ownership
rights in and to the Images, unless such claims are as a result of the Licensor
being in breach of this License.
4. The Licensee shall not have the right to sublicense or assign the rights
granted to the Licensee under this License.
5. The Licensee may terminate this License at anytime and the License will
have deemed to be determined, upon the receipt by the Licensor of the Images
and the delivery of a written confirmation on the Licensee's letterhead confirming
that all the Images have been deleted and destroyed and removed from the
Licensee's business in every way. All fees associated with the images are
not refundable at anytime.
6. The Licensor may terminate this agreement at anytime if the Licensee is
in breach of this License.
7. Upon the termination of this License for whatever reason, the Licensee
will ensure that the Image(s)' usage has stopped, the Images have been deleted
and destroyed and removed from
the Licensee's computers, servers, CDs and business in every way.
8. If any Image featuring a person or property is used in a manner that would
lead a reasonable person to believe that the person or property personally
uses or endorses a product or service, or if the depiction of the person
or property is used in connection with a subject that would be illegal, unflattering,
embarrassing or unduly controversial to a reasonable person, the Licensee
will upon request provide a statement to accompany the use of the images
which will indicate that the person and or property is being used for illustrative
purposes only and does not speak or represent the Licensor in any way.
9. The Licensor grants no rights and makes no warranties with regard to the
use of names, trademarks, trade dress, registered, unregistered or copyrighted
designs or works of art or
architecture depicted in any Image, and the Licensee must satisfy itself
that all the necessary rights or consents regarding any of the above, as
may be required for reproduction, have been
obtained.
10. THE LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. THE LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE
OR ANY OTHER PERSON OR ENTITY
FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL
DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT
OF THE LICENSEE'S USE OF THE IMAGES, OR OTHERWISE, EVEN IF THE LICESNOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, COSTS OR LOSSES.
11. The Licensor reserves the right to revoke the License to use any Image(s)
for good cause and elect to replace such Image with an alternative Image.
Upon notice of any revocation of a License for any Image(s), Licensee shall
immediately cease using such Image(s), shall take all reasonable steps to
discontinue use of the replaced Image(s) in products that already exist and
shall inform all end-users and clients of same.
12. If one or more of the provisions contained in the License agreement is
found to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not be affected.
Such provisions shall be reformed only to the extent to make it enforceable.
No action of the Licensor other than express written waiver, may be construed
as a waiver of any provision of this License agreement.
13. This Agreement will be governed in all respects by the laws of the United
Kingdom.
APPENDIX A
i. The images either singularly or as a collection or portfolio (the "Images")
taken by Steve Fisher employed by VisualChaos Studios Ltd (the "Licensor").
Such Images may be made available to the Licensee by CD, DVD, or internet
download or in some other way.
ii. Images are numbered between 20000-0001.jpg to 29999-9999.jpg and are encoded
with the Licensor's copyright (c) VisualChaos Studios Ltd.
iii. Changing the Images identification and metadata will be deemed as a breach
of this License
APPENDIX B
i. any print media in any format, including but not limited to advertising
and promotional materials, packaging, editorial and PR publications, self promotion;
ii. any Internet, intranet, online or web-based media provided the resolution
of the images does not exceed 72dpi and the Images are not offered for sale;
Restrictions on Use
Except as provide herein, the Licensee may not:
i. sublicense, sell, assign, convey or transfer any of its rights under this
License;
ii. sell, license or distribute its final product in such a way that permits
the Licensee's end users to extract or access the Images as a stand-alone
file;
iii. incorporate the Images into a logo, trademark or service mark;
iv. distribute, post or upload the Image(s) online in a downloadable format
or for use by any stock image library;
v. use any Image in a pornographic, defamatory, libelous or otherwise illegal
manner, whether directly or in context or juxtaposition with other materials.
For an on behalf of the LICENSOR:-
Mr S Fisher
Photographer & Managing Director
VisualChaos Studios Ltd