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Blue Eyes Photography Royalty-Free End User Licence Agreement (EULA)
This is a legal agreement between you or your company, firm or other organisation ("you") and Blue Eyes Photography ("Blue Eyes Photo").
Please read this agreement carefully in its entirety before you download or use any image. By confirming the purchase of the Image(s) or downloading the Image(s) you have selected from this website you agree to be bound by the terms of this EULA (the "Agreement") and the Image usage restrictions contained herein
1. Definitions
"Terms"
Means the terms and conditions set out in this Agreement and includes the terms contained in the Sales Receipt. The terms contained in the Sales Receipt replace those in this Agreement to the extent of any inconsistency.
"Contributor"
Means the owner(s) of the copyright in the Image(s) or their agent(s) who have submitted the Image(s) to Blue Eyes Photo.
"Blue Eyes Photo"
Means Blue Eyes Photography Limited.
"Sales Receipt"
Means the computer-generated Sales Receipt provided by Blue Eyes Photo that may include, without limitation, details of the Images selected, the key terms of the Licence and the corresponding price for the Licence. The terms contained in the Sales Receipt shall be incorporated into this Agreement and all references to the Agreement shall include those terms.
"Image(s)"
Means the Image(s) you have selected which are identified on the Sales Receipt.
"Licence"
Means the non-exclusive (unless otherwise stated in the sales receipt) non-sublicensable right Blue Eyes Photo grants to you to use the Image(s).
"Permitted Uses"
Includes any form of copying or publication of the whole or part of any Image 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. Permitted uses further includes the copying or distortion or manipulation of the whole or part of any Image (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting image may not appear to a reasonable person to be derived from the original Image.
"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 Image.
"Licence Fee"
Means any sum or sums payable to Blue Eyes Photo by you in respect of the Licence.
2. Contracting parties
The parties to this contract are Blue Eyes Photo and you.
3. Grant of rights and restrictions
3.1 Blue Eyes Photo grants to you a non-exclusive and non-assignable right to Reproduce the Image(s) on a worldwide and perpetual basis solely as part of the following (or as otherwise agreed in writing by Blue Eyes Photo):
3.1.1 online or other electronic distribution systems (including web page design, but subject to clause 3.7) up to a maximum resolution of 72 dpi;
3.1.2 any products (including for-sale products) or publications (electronic), subject to clause 3.7; and/or
3.1.3 materials for personal, non-commercial use and test or sample use, including comps and layouts.
Please note, not all of Blue Eyes Photo Images have Releases. It is your responsibility to check that all necessary Releases have been secured (see clause 8.3 below).
3.2 You may alter, crop, manipulate and create derivative works from the Image(s).
3.3 If you are an intermediary (for example an advertising agency) you may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but you may sub-license an Image as part of a derivative work (for example an advertisement) to your clients. Should your clients wish to incorporate the Image in their own work they should contact Blue Eyes Photo to purchase a licence.
3.4 The Image(s) as stored by you must retain the copyright symbol, the name of Blue Eyes Photo, the Image(s)' title and any other information as may be invisibly embedded in the electronic files containing the original Image(s).
3.5 The Image(s) may not be distributed by a mobile phone device in a way that would allow any third party to download, extract or access the Image(s) as a standalone file.
3.6 You must not incorporate Images (or any part of them) into a logo, trade mark or service mark.
3.7 The Image(s) may not be sublicensed, resold or otherwise made available for downloading, use or distribution separately. For example, the Image(s) 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. Similarly, your customers may be provided with copies of the Image(s) as an integral part of work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately.
3.8 You may not use the image in any type of off-line print (this includes magazines, books, newspapers, posters, calendars, screensavers, post cards, business cards, t-shirt designs etc.). Contact us for a print license.
3.9 If any Image featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or (ii) if the depiction of the model in the Image would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement indicating that the person is a model and the Image is being used for illustrative purposes only.
3.10 Blue Eyes Photo may at any time hereafter notify you that certain Images are no longer available for use under this Agreement and upon such notification the Licence shall automatically and immediately terminate. Your sole remedy for any recalled Image shall be, at Blue Eyes Photo's discretion, the replacement of such recalled Image with another Image or refund of the Licence Fee to the extent attributable to such recalled Image.
3.11 Blue Eyes Photo does not warrant the accuracy of the captioning, keywording or any other information associated with the Image(s).
3.12 You may not use the Image(s) in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third party intellectual property or privacy rights, whether directly or in context or by juxtaposition with other materials.
3.13 You must abide by any restriction on use notified to you by Blue Eyes Photo before, after or at the time of delivery of the Image(s), either in the information accompanying the Image(s), the Sales Receipt or otherwise.
3.14 Blue Eyes Photo, after reasonable notice, may inspect any records, accounts and books relating to the Permitted uses of any of the Image(s) to ensure that the Image(s) are being used in accordance with this Agreement.
4. Copyright issues
No ownership or copyright in any Image shall pass to you by the issue of the Licence. Unless otherwise agreed in writing, if any Image is reproduced by you for editorial purposes (i.e., for any non-promotional purpose) you must include the credit line "Sue Kennedy/Blue Eyes Photo", or any other credit line specified by Blue Eyes Photo.
5. Warranty and limitation of liability
5.1 Blue Eyes Photo makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither Blue Eyes Photo 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 Blue Eyes Photo, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if Blue Eyes Photo has been advised of the possibility of such damages, costs or losses. Blue Eyes Photo's maximum liability arising out of or in connection with your use of or inability to use the Image (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 Image.
5.2 The terms of clause 5.1 shall not preclude any liability or claim for death or bodily injury or any claim arising from willful default or gross negligence on the part of Blue Eyes Photo or any of its employees, agents or otherwise. Each provision of clause 5.1 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.
6. Payment
No Permitted uses of any Image is authorised until payment in full has been received by Blue Eyes Photo. Any Permitted uses by you or on your behalf prior to payment being received by Blue Eyes Photo constitutes a breach of this Agreement which entitles Blue Eyes Photo immediately to terminate this Agreement and further constitutes an infringement of copyright.
7. Indemnity
You agree to indemnify and hold Blue Eyes Photo harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorised use of any Image supplied to you by Blue Eyes Photo, or any other breach by you of any of your obligations under this Agreement.
8. Release information
8.1 Blue Eyes Photo gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image(s).
8.2 Blue Eyes Photo gives no representations or warranties whatsoever with respect to the use of names, trade marks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image.
8.3 You must satisfy yourself that all Releases as may be required for Permitted uses of the Image(s) 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 Image usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by Blue Eyes Photo employees or representatives save as set out in this Agreement.
9. Licence fee
Use of an Image in a manner not specifically authorised under the terms set out in the Sales Receipt or otherwise in the Agreement constitutes a breach of the Agreement and an infringement of copyright.
10. Licence cancellation
Due to the digital nature of the Stock Photography, there will be no refunds after you have downloaded the image. ALL SALES ARE FINAL.
11. Interest on overdue Sales Receipts and reasonable recovery costs
11.1 Unless otherwise agreed by us in writing, all Sales Receipts are payable by you at the time of download.
11.2 If you do not make full payment of a Sales Receipt on time we reserve the right to charge interest on the outstanding amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made.
12. Condition of images
You should make sure that you examine the Image(s) for possible defects (whether digital or otherwise) before sending the Image(s) for Reproduction. Blue Eyes Photo shall not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Image or its caption or in any way from its Reproduction.
13. 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 Image(s) purchased. You may retain one copy of the distribution file for archival purposes, provided that this archive is not redistributed in any manner.
14. Miscellaneous terms
14.1 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 Image shall constitute an infringement of copyright.
14.2 No variation of any of these Terms shall be effective unless in writing and signed by Blue Eyes Photo and you. No action of Blue Eyes Photo, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that Blue Eyes Photo 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.
14.3 Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.
14.4 This agreement, its validity and effect, shall be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Blue Eyes Photo 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 Blue Eyes Photo in respect of all reasonable legal fees and costs incurred by Blue Eyes Photo in relation thereto.
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