Licence Agreement

The Canadian Photography Co. Licence Agreement

PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY BEFORE YOU DOWNLOAD OR USE ANY CONTENT. BY CONFIRMING THE PURCHASE OF THE CONTENT OR DOWNLOADING THE CONTENT YOU HAVE SELECTED FROM THIS WEBSITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE CONTENT USAGE RESTRICTIONS CONTAINED HEREIN. IF YOU DO NOT WISH TO ACCEPT THE TERMS OF THIS AGREEMENT, PLEASE DELETE THE UNUSED CONTENT AND NOTIFY THE CANADIAN PHOTOGRAPHY CO. BY EMAIL TO THE FOLLOWING ADDRESS WITHIN 10 DAYS FROM THE INVOICE DATE FOR A FULL REFUND: INFO@THECANADIANPHOTOGRAPHYCO.COM

THIS IS A LICENCE AGREEMENT BETWEEN YOU, YOUR EMPLOYER OR COMPANY, OR OTHER ENTITY ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT (“YOU”) AND THE CANADIAN PHOTOGRAPHY CO (“THE CANADIAN PHOTOGRAPHY CO.”

  1. Definitions
  • “Content” means photographs, vectors, drawings, cinemagraphs, illustrations, fonts, graphics and any other such digital material featured on the Canadian Photography Co. website and that has been selected and identified on the Invoice.
  • “Footage” means any moving Content, animations, films, videos or other audio/visual representations, excluding still Content, recorded in any format that are available for licence from The Canadian Photography Co. website.
  • “Image(s)” means photographs, vectors, drawings, cinemagraphs, and the like available for licence from The Canadian Photography Co. website.
  • “Terms” Means the terms of service set out in this Agreement and includes the terms contained in the Invoice. The terms contained in the Invoice replace those in this Agreement to the extent of any inconsistency.
  • “Contributor” Means the owner of the copyright in the Content or their agent(s) who have submitted the Content to The Canadian Photography Co.
  • “Invoice” Means the computer-generated or pre-printed invoice provided by The Canadian Photography Co. that may include, without limitation, details of the Content selected, any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding price for the Licence. The terms contained in the Invoice shall be incorporated into this Agreement and all references to the Agreement shall include those terms.
  • “Licence” Means the non-exclusive (unless otherwise stated in the Invoice) non-sub-licensable right The Canadian Photography Co. grants to you to use the Content.
  • ”Reproduction” Includes any form of copying or publication of the whole or part of any Content whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist’s illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Content (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting content may not appear to a reasonable person to be derived from the original Content.
  • “Release” Means a model or property release or any other release of a third party right or other permission which it is necessary or desirable to obtain in respect of any Content.
  • “Licence Fee” Means any sum or sums payable to The Canadian Photography Co. by you in respect of the Licence.
  • “Non-Exclusive Right” means you do not have exclusive rights to use the content. The Canadian Photography Co. can licence the same content to other customers.
  • “Comp Use” means content that is copied, modified and incorporated in materials for sample use including comprehensive layouts.
  • “Model” means any person depicted in Content.
  1. Grant of rights and restrictions
  • The Canadian Photography Co. grants to you a personal, non-exclusive (unless otherwise stated on invoice), non-sub-licensable and non-assignable right to reproduce the Content solely in the manner and for the purposes set out in the Invoice. The Content may only be copied, modified and incorporated in materials for sample use including comprehensive layouts (“Comp Use”). The Content may only be used in any final materials distributed internally or to the public once the image(s) have been purchased and an appropriate licence obtained. All other rights are reserved to The Canadian Photography Co. You must contact The Canadian Photography Co. at info@thecanadianphotographyco.com to obtain a licence for additional use. Other than for Comp Use, Content may not be used in any way, until an invoice granting usage rights is issued and paid in full.

This right may be exercised by your clients, provided that such clients agree to comply with all the Terms. When exercising this right you must ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Content.

  • Use of Content. Use of the Content is strictly limited to the use, medium, period of time, print run, placement, size of licenced material, territory and any other restrictions specified in the Invoice. You may utilize the Content in any production process that may be necessary for the intended use specified in the Invoice so long as any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Content.
  1. General Restrictions on Use of Content
  • You shall not under any circumstances:
  • Use Content beyond the terms of this Licence Agreement without first obtaining additional licence(s), including but not limited to any electronic reproduction or additional promotional rights.
  • Remove any watermarks or copyright notices contained in the The Canadian Photography Co. Content.
  • Create any derivative use of Content unless indicated on the invoice.
  • Sublicence, re-licence, rent or lease the Content.
  • Use Content designated “Editorial Use Only” for commercial purposes.
  • Archive, republish or transmit any images on any database or to a network or bulletin board or otherwise distribute or allow any of the Content to be distributed to or used by anyone other than the authorized you without prior written consent from The Canadian Photography Co.
  • Use Content in any electronic template or application, including those that are web-based, where the purpose is to create multiple impressions of an electronic or printed product, including, but not limited to, website designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter without obtaining a licence for such purpose.
  • Use Content to promote a business that sells or licences photographic images, or otherwise competes with The Canadian Photography Co. in any manner.
  • Ship, transfer or export the Content into any country or use the Content in any manner prohibited by any export laws, restrictions or regulations.
  • Use Content in a manner that infringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
  • Use any Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
  • Use “stills” derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Footage.
  • Falsely represent, expressly or by way of reasonable implication, that any Content was created by you or a person other than the copyright holder(s) of that Content.
  • You must abide by any restriction on use notified to you by The Canadian Photography Co. before, after or at the time of delivery of the Content, either in the information accompanying the Content, the Invoice or otherwise.
  1. Limited Use of Content
  • A Licence to use Content on or in a product does not imply any right on your part to use the Content in any manner in the advertising or promotion of such product, which right must be separately negotiated.
  1. Sensitive Use of Content
  • You shall not under any circumstances:
  • Portray any person depicted in Content (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
  • Use the Content in any manner that would be deemed offensive to the Model. Offensive uses include but are not limited to the use of a Content that involves or implies illegal activities, medical conditions or procedures, other health and mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence.
  • Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
  • If any Content featuring a Model is used in (1) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (2) in connection with a subject that would be unflattering or controversial to a reasonable person, you must accompany each such use with a conspicuous statement that indicates that the “person so pictured is a model and the Content is used for illustrative purposes only”.
  1. Accuracy of Content
  • The Canadian Photography Co. does not warrant the accuracy of the captioning, keywording or any other information associated with the Content.
  1. User Compliance
  • The Canadian Photography Co., after reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Content to ensure that the Content is being used in accordance with this Agreement.
  1. User Deletion of Content
  • You may store the Content in a digital library, network configuration or similar arrangement to allow them to be viewed within your organization and by your clients but you must retain the copyright symbol, the name of The Canadian Photography Co., the Content’ identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Content. When your licence period or licence purpose as set out in the Invoice ends, you must promptly delete the Content from your computer or other electronic storage system. Any subsequent re-uses of the Content must be agreed with The Canadian Photography Co. in advance of licensing to ensure the Content is available under the rights you require.
  1. Singularity of Use
  • The Content may not be sub-licenced, resold or otherwise made available for use or distribution separately or detached from a singular product or web page. For example, the Content may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users for a different webpage or product. Similarly, your customers may be provided with copies of the Content as an integral part of work product, but may not be provided with the Content or permission to use the Content separately.
  1. Credit and Copyright Notice
  • Photographer Credit. No ownership or copyright in any Content shall pass to you by the issue of the Licence. Credit attributions are not required in connection with any other use of Images unless another stock Content provided is afforded credit in connection with the same use. In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.
  • Credit Lines. Unless otherwise agreed in writing, if any Content is reproduced by you for editorial purposes (i.e. for any non-promotional purpose) you must include the credit line:
  • “Photographer’s name/The Canadian Photography Co.”,

or any other credit line specified by The Canadian Photography Co. If a credit line is omitted then an additional fee equal to thirty percent (30%) of the original amount invoiced attributable to the Content in question shall be payable by you.

If and where commercially reasonable, the use of Content in Merchandise or a Production shall be accompanied by a credit to The Canadian Photography Co. in substantially the following form:

  • “Image(s) or Footage (as applicable), used under licence from The Canadian Photography Co.
  • The Canadian Photography Co.’s copyright notice and Content identification reference which appear in the Content file must remain with your digital copy of the Content at all times. You will retain the copyright notice, the name of The Canadian Photography Co. the respective artist, and any other information or metadata that is embedded in the electronic file that comprises any Content which you have downloaded from the Website or otherwise received from The Canadian Photography Co. Failure to maintain the integrity of the copyright information will constitute a breach of this Agreement.
  1. Warranty and Limitation of Liability
  • Defective Content. If any Content contains defects in material or workmanship and these are notified in writing to The Canadian Photography Co. within thirty (30) days from the date of delivery of the Content then The Canadian Photography Co. will either replace the Content with another digital copy of the Content free from defect or refund the Licence Fee paid by you to the extent attributable to the defective Content, at The Canadian Photography Co.’s option.
  • No Warranty. The Canadian Photography Co. makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
  • Limitation of Liability. Neither The Canadian Photography Co. nor its contributors shall be liable to you or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of The Canadian Photography Co., its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if The Canadian Photography Co. has been advised of the possibility of such damages, costs or losses. The Canadian Photography Co.’s maximum liability arising out of or in connection with your use of or inability to use the Content (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to five (5) times the value paid by you for the relevant Content.
  • The terms shall not preclude any liability or claim for death or bodily injury or any claim arising from wilful default or gross negligence on the part of The Canadian Photography Co. or any of its employees, agents or otherwise. Each provision is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.
  1. Payment
  • No Reproduction of any Content is authorized until payment in full has been received by The Canadian Photography Co. Any Reproduction by you or on your behalf prior to payment being received by The Canadian Photography Co. constitutes a breach of this Agreement which entitles The Canadian Photography Co. immediately to terminate this Agreement and further constitute an infringement of copyright.
  1. Indemnity
  • You agree to indemnify and hold The Canadian Photography Co. and its Contributors harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorized use of any Content supplied to you by The Canadian Photography Co., on behalf of the Contributor, or any other breach by you of any of your obligations under this Agreement.
  1. Release information
  • Sufficient Release. You must satisfy yourself that all Releases as may be required for Reproduction of the Content have been secured. You are solely responsible for obtaining all such Releases and the Licence is conditional in each case on your obtaining them. If you are unsure as to whether any Releases are needed for your Content usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by The Canadian Photography Co. employees or representatives save as set out in this Agreement.
  • No warranty of Release. The Canadian Photography Co. gives no representations or warranties whatsoever as to the existence of all required Releases associated with the Content or with respect to the use of names, trade marks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Content.
  1. Licence fee
  • The Licence Fee depends on the nature of the rights granted. You agree to notify The Canadian Photography Co. in the event that you desire to expand the usage for the Content and pay any additional Licence Fee. Use of Content in a manner not specifically authorized under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and an infringement of copyright.
  1. Downtime
  • Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. You are advised to maintain a copy of your account status and details of Content purchased.
  1. Miscellaneous terms
  • Insolvency or Bankruptcy Proceedings. The Licence will terminate immediately if you (a) enter into voluntary or compulsory liquidation, (b) have a receiver appointed or (c) fail to perform any of your obligations under the Agreement within 28 days of our giving you notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content shall constitute an infringement of copyright.
  • No Variation of Terms and No Waiver. No variation of any of these Terms shall be effective unless in writing and signed by The Canadian Photography Co. and you. No action of The Canadian Photography Co., other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that The Canadian Photography Co. waives any specific part of this Agreement, such fact does not mean that any other part is waived. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the terms of this Agreement shall prevail.
  • Should any clause of this Agreement be found illegal or unenforceable, that will not affect any other clause and each will remain in full force and effect.
  • Governing Law. This agreement, its validity and effect, shall be interpreted under and governed by the laws of British Columbia and be subject to the exclusive jurisdiction of the Canadian courts. If The Canadian Photography Co. is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify The Canadian Photography Co. in respect of all reasonable legal fees and costs incurred by The Canadian Photography Co. in relation thereto.

 

 

error: Content is protected !!