End-User License​ Agreement (EULA)

 

1: Standard Terms and Conditions:

The David Levine Photography invoice is incorporated by reference into this Agreement, and all references to the Agreement shall include where relevant the David Levine Photography Invoice. Along with the David Levine Photography invoice where issued, these terms and conditions constitute a legally binding agreement (“Agreement”) between you and David Levine Photography (“DLP”). If you are entering into this Agreement on your employer’s behalf, this Agreement applies both to your employer and to you. By obtaining any Image(s) or any material from DLP directly, a third party or via the online site, you agree to be bound by this Agreement. If you choose not to be bound, do not use any of DLP’s images, sites, downloads or any of his copyright controlled material (all DLP images are ‘all rights controlled’). This includes any image(s) you have in your possession historically or via any third party. Please note that copyright in all works is under the sole ownership and control of DLP and is by default covered by this Agreement.

2: Use of Images:

“Images” means all images whether digital or tangible and any related informational material(s) in any medium furnished by DLP hereunder, including related text, captions, or information. You agree to the full payment for the licensing of the Image granted to you according to the terms of the invoice where relevant and this Agreement. You are required to pay for all Images that you obtain, regardless of whether you use them unless you comply with the return/credit provisions of this Agreement. Except as specified in the DLP invoice, Images obtained from DLP are licensed on a non-transferable, one-time, non-exclusive basis, and are strictly limited to the use, medium, period, print run, placement, size of Image, territory, and any other restrictions indicated in the invoice or contained on DLP online sites, and are licensed for use within one year (1 year) from the date of the invoice or image delivery, or thirty (30) days for internal evaluations. Your Licence is worldwide unless restricted by your invoice or other listed restrictions.

3: Listed Restrictions:

Images may contain metadata listed restrictions, including without limitation restrictions as to time, manner, industry and territory of use, and pre-approval by a depicted person or their representative. Your ability to access an Image does not in itself entitle you to the rights of or use that Image. Use of any Image contrary to a listed restriction is prohibited. If you do not understand or are unsure as to any restriction, you must contact DLP before downloading or use of any Image. Additional restrictions may be applied and listed via invoice or email.

4: License granted by DLP and Variations:

Unless otherwise specified in a separate document signed by DLP, your reproduction of Images is limited to (i) internal evaluation or comps, or (ii) the specific use described in your invoice, which together with these terms shall constitute the full license granted. Additional restrictions indicated on DLP online sites or in the invoice may contain limitations on your use, medium, period, print run, placement, size of Image, territory, and any other restrictions. Any license granted by DLP is limited to 1 year of usage and conditioned upon (i) your meeting all conditions and restrictions imposed by DLP, and (ii) DLP receiving full payment by you for such use as invoiced by DLP. Failure to make full payment when due shall terminate any license granted to you and entitles DLP to pursue all remedies available under copyright laws. You may not otherwise make, use or distribute copies of any Images for any purpose except as authorised. DLP reserves all rights to the Images, and you do not acquire any copyright, ownership or equivalent rights in or to any Image as a result of any license DLP grants to you. The limited license granted to you is personal and non-transferable; the work you produce incorporating the Image must be for your use or the use of your direct employer. If you are licensing an Image on behalf of or for use by a client, that client must be the sole end-user of your work. You may not sell, rent, loan, give, sublicense or otherwise transfer to anyone the Image or any right to reproduce the Image (except insofar as it has been incorporated by you into the permitted use as stated in the invoice). There are no general variations from the EULA, other than your specific usage requirements as detailed on the invoice you receive.

5: Storage of Images:

You may place Images on your internal computer network for a limited time, provided you limit access to the Images to those having a bona-fide need to facilitate production or creation of any licensed use, but you shall not otherwise distribute or permit access to any Images. Following your licensed use, you agree to cease use of all Images and delete/destroy any digital copies within fifteen (15) days. You agree not to store or maintain any archive of any Image in any format or medium unless your invoice with DLP permits re-use, whereupon you may store Images solely as permitted by such a description via invoice. This section shall survive termination of the Agreement.

6: No Alterations:

When using music, fashion, editorial, news, and fine art or NFT Images, you may not make or permit any modifications to or alterations of the Images (except for standard resizing for space limitations) cropping the original image ratio is prohibited or alteration to the caption information unless specifically agreed in the document by DLP. You may not make any colour correction without requesting so to do and if agreed approval must be granted before using. Do Not crop or remove any (Photo: ©David Levine) watermark where embedded on the image.

7: Model and Property Releases/Clearances:

The rights DLP grants to you do not include a license to any persons, places, property, or subject matter depicted in an image, which may be subject to in its own right to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to third persons. You shall assume that no model or property releases, or other releases or licenses exist in connection with any of the Images unless specifically stated in a separate document or invoice by DLP. DLP makes no representations or warranties that it owns or licenses any rights nor does DLP grant you any rights including copyright, trademarks, or rights of publicity belonging to any person, place, property, or subject matter depicted in any Image. Further, DLP makes no representation or warranty as to the accuracy of any information provided with the Images. You are solely responsible for determining whether your use of any Image requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by DLP. If you are unsure whether additional rights are needed for your use, you are responsible for consulting with competent legal advisors. An Image designated as “model released” means that the person depicted in the Image has signed a release permitting reproduction of the Image depicting such person, subject to the restrictions contained in this Agreement, including without limitation sensitive subject uses. If DLP erroneously advises you that an Image is model-released when it is not, DLP’s liability shall be limited to the amount you paid DLP for use of the Image. If an Image depicts a person and is used in a manner that implies the use or endorsement of a product or service by that model, you must indicate that the person depicted is a model and used only for illustrative purposes. Any license granted by DLP is conditioned upon your obtaining all necessary third-party rights, releases and permissions. You agree to provide DLP with proof of such releases and permissions upon request.

8: Unauthorised Use:

Without limitation, Images may not be utilised as a trademark or service mark, or for any inclusion with pornographic work, unlawful purpose or use, to defame any person, violate any person’s right of privacy or publicity, or infringe upon any copyright, trade name, trademark, or service mark of any person or entity. Unauthorised use of these Images constitutes copyright infringement and shall entitle DLP to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Images. Without limitation, DLP in its sole discretion reserves the right to bill you (and you hereby agree to pay) a minimum of fifteen (15) times the normal license fee for any unauthorised use, in addition to any other fees, damages, or penalties DLP may be entitled to under this Agreement or applicable law.

9: Sensitive Subjects:

Any license granted by DLP shall not constitute a representation that an Image is compatible for use with any other material. You are solely responsible for the use of any Image in combination with any other material, and you agree not to use Images with sensitive topics without DLP’s separate written agreement. Sensitive topics include, without limitation, topics that may depict the subject matter of an Image in a negative or unfavourable light or subject persons to ridicule, or the disparagement of a person or product. You must contact DLP for additional information before any use of an Image with any sensitive topic.

10: Prices Invoicing Payment:

Where relevant the price for use of Images shall be determined solely by DLP; if you are unsure as to the price applicable for your intended use, you must contact DLP before obtaining or using an Image. Payment is due within seven (7) days after your receipt of an invoice or the due date specified on any invoice, whichever comes first. Any discounts applied to your invoice will be void and the total amount falls due immediately if any part of the invoice falls outside the due date. If recovery is required all costs incurred will be applied to your final indebtedness to DLP. This will include the cancellation of all and any discounts applied to your invoice and the cancellation of your licence. Should your Licence be cancelled any product you may have produced must without delay must be delivered to DLP for immediate destruction, or video proof must be supplied documenting the destruction of material that by this stage will be in breach of copyright under the terms of this licence and the UK copyright act 1988.

11: Cancellations: (Commissions) 

        
If you cancel a booked commission 72hrs before the shoot date 50% of your quoted fee is payable. 48hrs before the shoot date 60% and cancellation within 24hrs the full 100% of the quoted fee becomes due. This is calculated on business days. Weekends and public holidays are excluded.

12: Copies:

At DLP’s request, you shall provide to DLP free of charge, up to three (3) copies of any printed product or publication you create using the Images, or if electronic use is permitted, the URL and any required passwords or the screen capture for our records.

13: Publication Right:

DLP shall exclusively retain all publication rights arising from your use of our Images.

14: Indemnification:

You agree to indemnify and defend DLP against all claims (including without limitation claims by third parties), liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) a breach of this Agreement and any Image restrictions, (ii) the use of any Image either alone or in combination with any other material, (iii), your failure to abide by any restriction regarding the use of an Image.

15: Credit Line and Copyright Notice:

For all editorial uses, in print or online you shall include a copyright notice and photo credit adjacent to each Image (in the format: “Photo ©David Levine” or as specified on the DLP online site or Invoice) with each publicly distributed Image. Receiving credit is a material aspect of the Agreement for DLP, and in editorial uses of Images, you agree to pay double the invoice amount or £1000 if you were granted an invoice free licence if you do not provide such credit and copyright notice. You shall include the credit described above when customary and appropriate for commercial uses.

16: Jurisdiction:

Any dispute regarding this Agreement shall be governed by the laws of the United Kingdom and the parties agree to accept the exclusive jurisdiction of the United Kingdom. In any dispute between DLP and you where DLP prevails, DLP shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, court costs, and other legal expenses.

17: Confidentiality:

During this Agreement, DLP may provide you with certain pricing, technical, marketing and other confidential information. You acknowledge that such confidential information encompasses valuable trade secrets and is proprietary to DLP, and you shall maintain the confidentiality of any “confidential information” that DLP may provide to you, and you shall not use or disclose the same without the prior written consent of DLP. “Confidential information” includes any information that is either designated as confidential by DLP or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential by you.

18: Limited Warranty:

Subject to the restrictions and limitations contained in DLP’s online site, an invoice, or under this Agreement, DLP warrants that it has sufficient rights to grant you the limited license under this Agreement and any accompanying invoice. Additionally, DLP warrants that the digital copy of the Image provided by DLP to you will be free from defects in material and workmanship (but not visual artefacts inherent in the original Image) for sixty (60) days following delivery; and, DLP well as your sole and exclusive remedy for your inability to use an Image and at its sole discretion, provide you with a replacement of the digital copy of such Image or refund any fee paid by you to DLP provided you have not made any licensed use the Image.

WHILE DLP MAKES EVERY EFFORT TO USE ACCURATE CAPTION INFORMATION, DLP DOES NOT WARRANT THAT CAPTION INFORMATION IS ACCURATE. DLP PROVIDES YOU WITH ITS ONLINE SYSTEM ON AN ‘AS-IS’ BASIS. DLP MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY IMAGES, ITS ONLINE SYSTEMS, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

19: Limitation of Liability:

EXCEPT FOR ANY LIABILITY WHICH CAN NOT BY LAW BE EXCLUDED OR LIMITED, NEITHER DLP NOR ANY DLP AFFILIATE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OR INABILITY FOR YOUR USE OF THE IMAGES, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL DLP’S OR ITS AFFILIATES’ LIABILITY FOR YOUR USE OF ANY IMAGE PROVIDED HEREUNDER EXCEED THE AMOUNT INVOICED BY YOU FOR THE USE OF THAT IMAGE.

20: Miscellaneous:

You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions. This Agreement and any listed restrictions constitute the entire agreement between the parties concerning the subject matter hereof and merge all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by duly authorised DLP representatives. No purchase order or similar document issued by you shall modify this Agreement even if signed by DLP. If DLP’s performance of any of its obligations hereunder is delayed by a labour dispute, war, governmental action, flood, fire, explosion or other act of nature, the public enemy, or any other matter not within DLP’s reasonable control, then the date for performance shall be extended by the time of such delay. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without DLP’s prior written consent.

Advisory Note:

Please review this document carefully so you understand your licence. Contact DLP via email if you do not understand this End User Licence Agreement. It is your responsibility, by whatever means to understand your usage terms as detailed above. Ask the legal council if you are unsure. Beware that certain sections of this EULA may not be relevant to your use. e.g. If your use is granted without the need for a fee, via invoice. Then sections 10 and 11 aren’t applied. 

Contact DLP via email if you wish to use any image in a manner not permitted under this Agreement, or have any questions. The following terms and conditions apply to your access and use of all material and Images from DLP.

The details of the EULA are subject to change without any prior notice.