ZEBRALENS RIGHTS-PROTECTED IMAGES and ROYALTY FREE IMAGES
1. IT IS ESSENTIAL INFORMATION PLEASE READ YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. YOUR PURCHASE OR USE OF THIS PRODUCT SIGNIFIES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
2. LICENSE
a) RIGHT PORTED IMAGES (RP):
RP Images means that ZEBRALENS attempts to avoid image conflict between users in the same industry for the same usage within a specific time period. Rights Protected Images include exterior or cover images in advertising, brochures and books, but do not include interior images, audiovisual use, one-sheet direct mail pieces or Internet use, unless specifically negotiated.
b) LIMITED USE GRANTED:
Permission to utilize image(s) is only granted for the use specified on the face of the invoice and for no other purpose, including promotional and /or electronic usage. Permission is only effective after you pay the invoice and no rights are granted by your possession of the image(s) or the invoice are specified. All rights not granted on the invoice are specifically reserved for ZEBRALENS use and future disposition without any limitations whatsoever. You agree to provide us with a certified statement setting forth the number of sales, sub licenses, adoptions, transactions and uses of our images in any publication on a semi-annual basis
c) ADDITIONAL LICENSES AVAILABLE:
If you require additional rights, or a prohibition or limitation on other uses of an image you have selected, you can request and pay for an additional license.
d) REUSE:
You assume responsibility to contact Zebralens 30 days prior to the expiration of usage rights in order to request and negotiate for rights to reuse the image for the same usage as outlined in the invoice.
e) RESPONSIBILITY FOR USE:
You agree not to use the image(s) in any way that could be considered defamatory, pornographic or fraudulent, either by making physical changes to it, or in the juxtaposition to accompanying text. Contact Zebralens for verification of model releases.
f) UNAUTHORIZED USE:
You agree not to make, authorize or permit any use of an image or its derivative (use of an image as source to create another image) except as authorized by the invoice. In the event you utilize a image for any use other than that indicated on the invoice, including but not limited to the number of uses, the publication utilized, or the size of reproduction, Artseens agree to forego its right to use for copyright infringement if you pay, as liquidated damages, a sum equal of three (3) times the maximum price we would have charged for fee. If you fail to make such payment in (10) days, this we shall have the right to sue for copyright infringement and breach of contract.
g) INDEMNIFICATION:
You agree to indemnify and hold Artseens harmless against all claims arising out of the use of any image where we have not specified the existence of a release in writing, and for the defamatory use of an image in any manner or context. In any event, Artseens liability for any improper use of an image shall be limited to the sum paid in accordance with our invoice, which specifies the use of the particular image involved, if our invoice was not paid prior to using an image, Artseens shall be absolved from any and all liability and held harmless by you from all claims arising out of any usage since such use was without proper authority.
h) RETURN OF IMAGES AFTER INVOICING:
Images must be returned directly to Zebralens by bonded messenger, registered mail or Federal Express, prepaid and fully insured within three (3) months after the invoice date. After the expiration of this three month period, if you fail to return the images, the image(s) will be deemed lost and the liquidated damages provisions of paragraph 9 shall govern.
i) LIQUIDATED DAMAGES FOR LOST OR DAMAGED IMAGES:
You agree that liquidated value for an original image is one Thousand two Hundred Pounds ( £ 1,200 . 00 ); the agreed liquidated value for a black and white prints / Colour prints Fifty pounds ( £ 50 . 00 ) and the agreed liquidated value for a duplicate image is one Hundred ( £100 . 00 ). You do not obtain any ownership terms in this paragraph.
j) ASSIGNABILITY:
You may not assign or transfer to anyone else the usage rights we grant you, without our prior written consent.
k) PAYMENT TERMS:
No rights are granted until our invoice is paid in full. Our invoice terms are net, thirty (30) days. A Service charge of two percent (2%) per month, or such lesser amount allowed by law, will be charged thereafter on any unpaid balance. Any claims for adjustment or rejection of terms must be made to us within five (5) days of receipt of the invoice.
l) PROJECT SAMPLES:
In the event that an image is reproduced, as a condition of use, you agree to send at your own expense to Zebralens two (2) free samples containing a reproduction of the Image within 30 days of use. Failure to supply a copy of the project shall be considered to be material breach of this Agreement.
m) COPYRIGHT PROTECTION:
All Images used editorially or on a CD-ROM or on the Internet or Entrant, must bear the credit line copyright year, Zebralens or as otherwise indicated by Zebralens. You agree to provide copyright protection to all Images and such copyright shall be immediately assigned to Artseens, or its designee upon request, and without charge. You agree to pay a reasonable liquidated damage amount of triple the invoice fee if the credit is improper or missing.
n) WAIVER:
Terms may not be waived orally by any Zebralens employee and any purported waiver or change must be in writing and signed by an officer of Zebralens, such waiver will not affect any other part. Only the terms of this contract will be binding on Zebralens. This agreement supersedes any Terms contained in your Purchase Order.
o) CANCELLATION POLICY:
If you decide not to use the Images, you must advise Zebralens in writing within two weeks of the invoice date to receive a full refund. After this two-week period has expired, up to 60 days from the invoice date there will be a 50% cancellation fee. After 60 days from the date of the invoice, the invoice cannot be cancel and full payment will be due.
p) ARBITRATION:
A material part of this contract is the Agreement to arbitrate. Any and all disputes arising out of, under or in connection with this Agreement, with the exception of copyright claims, including without limitation, its validity, interpretation, performance and breach, shall be settled by arbitration in County Court in effect at the time arbitration is demanded. Judgments upon any award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This Agreement its validity and effect, shall be interpreted under, and governed by, the laws of England & Wales, and you agree that arbitrators shall award all cost of arbitration, including legal fees, plus legal rate-of-interest to the successful party. Copyright claims shall be brought in the Federal District Court of the England & Wales.
q) LEGAL FEES AND JURISDICTION:
If Zebralens is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Zebralens for our legal fees, cost and disbursements if Zebralens is successful. You agree that the Superior Court of England & Wales, Union County Court are the agreed and appropriate forums for any such suit.
UNIFORM COMMERCIAL CODE:
YOU AGREE THAT THE ABOVE TERMS ARE MADE PURSUANT IN ARTICLE 2 OF UNIFORM COMMERCIAL CODE AND AGREE TO BE BOUND BY SAME.