End user license agreement.
Please review this document carefully and contact DLP/DLD via email if you do not understand this End User Licence Agreement, if you wish to use an image(s) 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 image(s) from David Levine Photography or David Levine Digital.
Acronyms used in this document are:
- David Levine Photography (DLP).
- David Levine Digital (DLD).
- Image(s) for Standard Commercial usage e.g. Print media (Digital Asset).
- Non Fungible Token or NFT (Digital Collectable).
- End User Licence Agreement (EULA).
1.Standard Terms and Conditions:
The DLP/DLD invoice is incorporated by reference into this Agreement, and all references to the Agreement shall include the DLP/DLD Invoice. Along with the DLP/DLD invoice, these terms constitute a binding agreement (“Agreement”) between you and DLP/DLD. 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 Digital Asset(s) or any material from DLP/DLD directly or via any online site(s), you agree to be bound by this Agreement. If you choose not to be bound by this Agreement, do not use DLP/DLD sites or downloads or use any DLP/DLD Digital Assets. This includes any Digital Asset(s) you have in your possession historically or via any third party. Please note copyright in all works is under the sole ownership and control of DLP/DLD and as such is by default covered by this Agreement.
2.Use of Digital Assets:
“Digital Assets” means all Digital Assets and related informational material(s) in any medium furnished by DLP/DLD or a third party hereunder, including related text, captions, or information. You agree to payment for the license of the Digital Asset according to the terms of the invoice and this Agreement. You are required to pay for all Digital Assets 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/DLD invoice, Digital Assets obtained from DLP/DLD are licensed on a non-transferable, one-time, non-exclusive basis, and are strictly limited to the use, medium, time period, print run, placement, size of Digital Asset, territory, and any other restrictions indicated in the invoice or contained on DLP/DLD’ online site, and are licensed for use within one year from the date of the invoice, or thirty (30) days for internal evaluations.
2a.Use and ownership of a Digital Collectable:
Your ownership rights of any DLP/DLD Digital Collectable are limited to your personal use only which includes the right to print and display privately a copy of the Digital Collectable. No other usage rights or copyright is transferred to you other than the right to resell it on the Digital Collectable secondary market while honouring the embedded percentage due to DLP/DLD for the sale. If you wish to use any Digital Collectable outside of these terms you must make contact and request an additional rights transfer. DO NOT think that the ‘it’s better to ask forgiveness than permission’ will allow you to use the Digital Collectable because breach of contract damages will be sort in court.
Digital Assets may contain 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 a Digital Asset does not in itself entitle you to use that Digital Asset. Use of any Digital Asset contrary to a listed restriction is prohibited. If you do not understand or are unsure as to any restriction, you must contact DLP/DLD prior to download or use of any Digital Asset.
4.License granted by DLP/DLD:
Unless otherwise specified in a separate document signed by DLP/DLD, your reproduction of Digital Assets 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/DLD online site(s) or in the invoice may contain limitations on your use, medium, time period, print run, placement, size of Digital Asset, territory, and any other restrictions. Any license granted by DLP/DLD is conditioned upon (i) your meeting all conditions and restrictions imposed by DLP/DLD, and (ii) DLP/DLD being in receipt of full payment by you for such use as invoiced by DLP/DLD. Your failure to make full payment when due shall terminate any license granted to you and entitles DLP/DLD to pursue all remedies available under copyright and non payment laws. You may not otherwise make, use or distribute copies of any Digital Assets for any purpose except as authorised. DLP/DLD reserves all rights to the Digital Assets and Digital Collectable and you do not acquire any copyright, ownership or equivalent rights in or to any Digital Asset and or Digital Collectable as a result of any license DLP/DLD grants to you. The limited license granted to you is personal and non-transferable; the work you produce incorporating the Digital Asset must be for your own use or for the use of your direct employer. If you are licensing a Digital Asset 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 Digital Asset or any right to reproduce the Digital Asset (except insofar as it has been incorporated by you into the permitted use as stated in the invoice).
4a.License granted by DLP/DLD for a Digital Collectable:
Any EULA grant for a Digital Collectable is strictly for person use. A commercial EULA may be granted but must be sort ahead of any commercial use is made.
5.Storage of Digital Assets:
You may place Digital Assets on your internal computer network for a limited time, provided you limit access to the Digital Assets 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 Digital Assets. Following your licensed use, you agree to cease use of all Digital Assets and delete/destroy any digital copies within fifteen (15) days. You agree not to store or maintain any archive of any Digital Asset in any format or medium unless your invoice with DLP/DLD permits re-use, whereupon you may store Digital Assets solely as permitted by such invoice. This section shall survive termination of the Agreement.
When using any Digital Assets, you may not make or permit any modifications to or alterations of the Digital Assets (except for standard resizing with the original ratio for publication space limitations) or to the caption information unless specifically agreed in document by DLP/DLD. You may not make any colour correction without requesting so to do and if agreed approval must be granted prior to usage. Do Not crop or remove any Photo copyright or credit watermark where embedded on the Digital Asset.
7.Model and Property Releases/Clearances:
The rights DLP/DLD grants to you do not include a license to any persons, places, property, or subject matter depicted in an Digital Asset, which may be subject 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 Digital Assets, unless specifically stated in a separate document by DLP/DLD. DLP/DLD makes no representations or warranties that it owns or licenses any rights nor does DLP/DLD grant you any rights including copyright, trademarks, or rights of publicity belonging to any person, place, property, or subject matter depicted in any Digital Asset. Further, DLP/DLD makes no representation or warranty as to the accuracy of any information provided with the Digital Assets. You are solely responsible for determining whether your use of any Digital Asset 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/DLD. If you are unsure whether additional rights are needed for your use, you are responsible for consulting with competent legal advisors. An Digital Asset designated as “model released” means that the person depicted in the Digital Asset has signed a release permitting reproduction of the Digital Asset depicting such person, subject to the restrictions contained in this Agreement, including without limitation sensitive subject uses. If DLP/DLD erroneously advises you that a Digital Asset is model-released when it is not, DLP/DLD’s liability shall be limited to the amount you paid DLP/DLD for use of the Digital Asset. If a Digital Asset 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/DLD is conditioned upon your obtaining all necessary third-party rights, releases and permissions. You agree to provide DLP/DLD with proof of such releases and permissions upon request.
Without limitation, Digital Assets may not be utilised as a trademark or service mark, or for any pornographic use, unlawful purpose or use, or to defame any person, or to violate any person’s right of privacy or publicity, or to infringe upon any copyright, trade name, trademark, or service mark of any person or entity. Unauthorised use of these Digital Assets constitutes copyright infringement and shall entitle DLP/DLD 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 Digital Assets. Without limitation, DLP/DLD in its sole discretion reserves the right to bill you (and you hereby agree to pay) fifteen (15) times the normal license fee for any unauthorised use, in addition to any other fees, damages, or penalties DLP/DLD may be entitled to under this Agreement or applicable law.
Any license granted by DLP/DLD shall not constitute a representation that a Digital Asset is compatible for use with any other material. You are solely responsible for the use of any Digital Asset in combination with any other material, and you agree not to use Digital Assets with sensitive topics without DLP/DLD’ separate written agreement. Sensitive topics include, without limitation, topics that may depict the subject matter of an Digital Asset in a negative or unfavourable light or subject persons to ridicule, or the disparagement of a person or product. You must contact DLP/DLD for additional information prior to any use of a Digital Asset with any sensitive topic.
10.Invoice/Usage Term and Payment:
Your age term is by default 1 year maximum unless agree in writing. A rollover EULA can be agreed upon the setting up of a standing order again by prior written agreement. Prices for use of Digital Assets shall be determined solely by DLP/DLD; if you are unsure as to the price applicable to your intended use, you must contact DLP/DLD prior to obtaining a Digital Asset. Payment is due within seven (7) days after your receipt of an invoice or the date specified in an invoice, whichever comes first. A late payment charge will be added to any unpaid balance after 14 (14) days. This will include the cancellation of any discounts applied to your invoice and the cancelation of your EULA.
If you cancel rights granted in the Invoice within seven (7) business days from the date of the invoice, you will be charged a £60 transaction fee per Digital Asset. If the cancellation notice is received more than seven (7) but less than thirty (30) business days after the invoice date, a cancellation fee equal to seventy-five (75%) percent of the amount of the Invoice will be charged. AFTER THIRTY DAYS, NO CANCELLATIONS WILL BE ACCEPTED AND THE FULL AMOUNT OF THE INVOICE MUST BE PAID. For any cancellations, you must also pay the full service charge, production fee, processing and handling fee and shipping fee. No license to use the Digital Asset will be granted upon cancellation; all cancellations are final.
At DLP/DLD’s request, you shall provide to DLP/DLD free of charge, up to three (3) copies of any printed product or publication you create using the Digital Assets, or if electronic use is permitted, the URL and any required passwords or the screen captures for our records.
DLP/DLD shall exclusively retain all publication rights arising from your use of our Digital Assets.
You agree to indemnify and defend DLP/DLD 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 Digital Asset restrictions, (ii) the use of any Digital Asset either alone or in combination with any other material, (iii), your failure to abide by any restriction regarding the use of an Digital Asset.
15.Credit Line and Copyright Notice:
For editorial uses, you shall include a copyright notice and photo credit adjacent to each Digital Asset (in the format: “© DLP/DLD” or as specified on the DLP/DLD online site) with each publicly distributed Digital Asset. Receiving credit is a material aspect of the Agreement for DLP/DLD, and in editorial uses of Digital Assets, you agree to pay double the invoice amount if you do not provide such credit and copyright notice. For commercial uses, you shall include the credit described above when customary and appropriate.
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/DLD and you where DLP/DLD prevails, DLP/DLD shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, court costs, and other legal expenses.
During this Agreement, DLP/DLD 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/DLD, and you shall maintain the confidentiality of any “confidential information” that DLP/DLD may provide to you, and you shall not use or disclose the same without the prior written consent of DLP/DLD. “Confidential information” includes any information that is either designated as confidential by DLP/DLD or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential by you.
Subject to the restrictions and limitations contained in DLP/DLD’ online site, an invoice, or under this Agreement, DLP/DLD warrants that it has sufficient rights to grant you the limited license under this Agreement and any accompanying invoice. Additionally, DLP/DLD warrants that the digital copy of the Digital Asset provided by DLP/DLD to you will be free from defects in material and workmanship (but not visual artefacts inherent in the original Digital Asset) for sixty (60) days following delivery; and, DLP/DLD will as your sole and exclusive remedy for your inability to use an Digital Asset and at its sole discretion, provide you with a replacement of the digital copy of such Digital Asset, or refund any fee paid by you to DLP/DLD provided you have not made any licensed use the Digital Asset. WHILE DLP/DLD MAKES EFFORTS TO USE ACCURATE CAPTION INFORMATION, DLP/DLD DOES NOT WARRANT THAT CAPTION INFORMATION IS ACCURATE. DLP/DLD PROVIDES YOU WITH ITS ONLINE SYSTEM ON AN ‘AS IS’ BASIS. DLP/DLD MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY Digital AssetS, 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 CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER DLP/DLD NOR ANY DLP/DLD 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 Digital AssetS, 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/DLD’S OR ITS AFFILIATES’ LIABILITY FOR YOUR USE OF ANY Digital Asset PROVIDED HEREUNDER EXCEED THE AMOUNT INVOICED BY YOU FOR THE USE OF THAT Digital Asset.
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 with respect to 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 representatives of DLP/DLD, provided that no purchase order or similar document issued by you shall modify this Agreement even if signed by DLP/DLD. If DLP/DLD’s performance of any of its obligations hereunder is delayed by labour dispute, war, governmental action, flood, fire, explosion or other act of nature, the public enemy, or any other matter not within DLP/DLD’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/DLD’s prior written consent.