Submission of images for examination or
use is conditioned upon the Recipient agreeing to all the terms contained
relative to submission
Images may not be used in any way,
including layouts, sketches, xerography or scanning until submission of and
payment of an invoice indicating Recipient's right to do same, or indicating
hereinafter specified. Projection of any transparency is not permitted. You may
not ARCHIVE, REPUBLISH or TRANSMIT images on any DATABASE without VII Photo.s
prior written consent.
as to use
Unless otherwise specifically stated,
images remain the property of VII Photo or the particular photographer. VII
Photo represents that it has the right to grant the license on behalf of the
contributor. Upon submission of and payment of an invoice to VII Photo a
license is only granted to use the images for the use specified on the invoice
and for no other purpose, unless such images are purchased outright. Recipient
does not acquire any right, title or interest in or to any image, including,
without limitation, any electronic reproduction or promotional rights, and will
not make, authorize or permit any use of the particular image(s), plate(s) or
digital files made there from other than as specified herein. Full credit and
copyright information must remain with the image.
If Recipient desires to re-use an image
or extend previous usage, then Recipient must request and pay for additional
rights prior to publication. You agree not to make, authorize or permit any use
of an image or its derivative (use of an image as a source to create another
image) except as authorized by the invoice. In the event you use an image for
any use other than that indicated on the invoice, including but not limited to
the number of uses, the publication using, or the size of the reproduction, VII
Photo agrees to forego its right to sue for copyright infringement and breach
of contract if you pay, as liquidated damages, a sum equal to ten (10) times
the normal price we would have charged for such use, within 10 (ten) days of us
billing such fee. This is not a penalty but an agreed fair use charge. If you
fail to make such payment in ten (10) days, we shall have the right to sue for
copyright infringement and breach of contract. No model releases or other
releases exist on any images unless VII Photo specifies the existence of such
release in writing. Recipient shall indemnify VII Photo against all claims arising
out of the use of any images where the existence of such release has not been
specified in writing by VII Photo. In any event, the limit of liability of VII
Photo shall be the sum paid to it per the invoice for the use of the particular
image involved. User will hold VII Photo harmless from all claims for the use
of the images, including defamatory use. VII Photo gives no right or warranties
with respect to the use of names, trademark, logo types, registered or
copyrighted designs or works of art depicted in any image, and the client must
satisfy himself that all necessary rights, consents or permissions as may be
required for reproduction are secured.
Digital files are provided .as is.. VII
Photo makes no representation or warranty, either express or implied, including
but not limited to any implied warranties of merchantability, fitness for any
particular purpose, non infringement, quality of image, or compatibility with
any computer hardware or other equipment, operating system or software program.
You may have additional rights under some state laws.
This agreement is not assignable or
transferable on the part of the Recipient.
This contract contains all the terms of
the agreement between VII Photo and
Recipient concerning delivery and review of images, and no terms and conditions
may be added or deleted unless made in writing and signed by both VII Photo and Recipient. These terms and the
terms of any subsequent invoice supersede any and all terms of the Client.s
purchase order. Any subsequent invoice
VII Photo may issue may contain additional terms relating to the rights
granted and the type of use allowed. No rights are granted until payment is
made to VII Photo even though Recipient
has received an invoice.
Payment herein is to be net thirty (30)
days. A service charge of two (2%) percent per month on any unpaid balance will
be charged thereafter. Any claims for adjustment or rejection of terms must be
made to VII Photo within ten (10) days
after receipt of invoice. Recipient shall provide VII Photo with two (2) free copies of such publication
immediately upon printing.
Rights are being reserved to Recipient
when an invoice is created. If Recipient cancels an order within ten days after
the invoice is issued, VII Photo will
refund 50% of the agreed fee. After ten days no refund shall be made and
Recipient is responsible for full payment of the invoice.
Images used editorially should bear a
credit line in the form "[name of photographer or creator of the Artwork]
/ VII". VII Photo reserves the
right to charge a treble fee for use without a credit. Recipient must register
copyright in their name to afford protection to the image. Such copyright shall
be immediately reassigned upon request, without charge.
All rights not specifically granted herein
to Recipient are reserved for VII Photo.s use and disposition without any
Recipient agrees that the above terms
are made pursuant to Article 2 of the UNIFORM COMMERCIAL CODE and agrees to be
bound by same. Objection to any terms must be made in writing within ten (10)
Under no circumstances will VII Photo
or the owner of the image be liable for any direct, incidental, consequential,
indirect or punitive damages as a result of the use of the Images. In any
event, the limit of liability of the copyright owner of the image and VII Photo shall be the fee paid for the
artwork to VII Photo.
You agree to indemnify and hold VII Photo, its officers, director,
employees, and the copyright holder, harmless from any and all claims,
liabilities, damages, costs and expenses, including reasonable attorney's fees,
arising from the use of any image or any breach of this agreement.
or claims arising out of submission and/or use
Any and all disputes, with the
exception of copyright claims, arising out of, under or in connection with this
agreement, including, without limitation, the validity, interpretation,
performance and breach hereof, shall be settled by arbitration in New York, New
York, pursuant to the rules of the American Arbitration Association. Judgment
upon the 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 the State of New York. If you
are an agent for or an employee of a non-U.S. Company but operates in a place
of business in the United States or its territories, you expressly agree that
any dispute regarding this contract shall be adjudicated within the United
States in the manner described here.
If Recipient of this contract is an
agent for or an employee of a non-US company but operates in a place of
business in the United States or its territories, said Recipient expressly
agrees that any disputes regarding this contract shall be adjudicated within
the United States in the manner described here.
Copyright claims shall be brought in
the Federal court having jurisdiction.
VII Photo is caused to present
claims or suit as a result of any breach of the above terms set forth, it shall
be made whole for such reasonable legal fees or costs by Recipient or user