TERMS AND CONDITIONS FOR PURCHASING, USING AND REPRODUCING STOCK IMAGES FROM NORTHLIGHT IMAGES
Includes Content License Agreement
1. Terms and Definitions:
(a) By placing an order for any item you accept this Agreement and agree to be bound by its provisions. If you are accepting on behalf of your employer, client or other entity, you represent and warrant that you have full legal authority to bind your employer, client or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept this Agreement and do not place your order.
(b) In this Agreement: (i) “you” means you or, if you are accepting on behalf of your employer, client or member account entity, then “you” means that employer, client or entity; (ii) “Northlight Images” or “we” means the party identified in part (c) below; and (iii) “Content” means any photographic image, illustration, animation, Flash file, film or video footage, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that we license to you, together with any accompanying material.
(c) Northlight Images administers the licensing of the works of the Photographer, Keith Cooper and is a trading name of Northlight IT Ltd. a company registered in England;
(d) Reproduction includes any form of publication or copying of the whole or part of any picture and whether or not altered by printing, photography, slide projection (whether or not to an audience) xerography, artist's reference, artist's illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means;
(e) These terms and conditions represent the entirety of the agreement between Northlight Images and the Client. Any variation is only applicable when agreed in advance and in writing.
2. Copyright and Ownership of Materials:
(a) The entire copyright in the pictures is retained by the Photographer, Keith Cooper at all times throughout the world and is administered by Northlight Images;
(b) Title to all photographs remains the property of the Photographer;
(c) Subject to the Prohibited Uses in Section 5 below, Northlight Images grants a license to use the images as detailed on your invoice. When the License to Use has expired, the images should be returned to the Photographer and a written undertaking given that all digital files have been destroyed. The Client is expected to comply with this requirement within 30 days of expiration of the License to Use. The Photographer reserves the right to make an additional charge for continued use after this period;
(d) The Photographer, as administered by Northlight Images, supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce those pictures in a given context. No property or copyright in any pictures shall pass to the Client whether on its submission or on Northlight Images' grant of reproduction rights in respect thereof;
(e) Keith Cooper asserts both his moral right to be identified as the author of his work and the right to a credit is asserted in accordance with sections 77 and 78 of Copyright, Designs and Patents Act 1988;
(f) Unless otherwise agreed in writing if any picture reproduced by the Client omits the copyright notice or credit line specified by Northlight Images any fee payable by the Client shall be subject to an increase specified by Northlight Images, and in any event an increase of not less than 25%.
3. Use and Reproduction:
(a) The License to Use only comes into effect once full payment of the invoice has been made. No use may be made of the images until full and final payment – including any late payment charges that may have been levied – has been received by Northlight Images;
(b) Permission in writing may be granted for image use before payment, however this permission will be immediately revoked if payment of the invoice is not made by the timescale stated on the invoice;
(c) Reproduction rights (if and when granted) are strictly limited to the use and period of time specified on Northlight Images’ invoice. An agreement must be reached with Northlight Images before the pictures are used for a different purpose or after the licence to use has expired;
(d) Reproduction rights are not issued exclusively to the Client except when specified on the invoice;
(e) Reproduction rights granted are personal to the Client and may not be assigned, nor may any picture submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights;
(f) Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied;
(g) Northlight Images reserves the right to refuse to supply or grant a reproduction licence to a third party when requested to do so by the Client;
(h) In the case of printed publications, three copies of the relevant pages containing any picture supplied are to be furnished to Northlight Images free of charge within two weeks. In other media, evidence of use must be made available if requested;
(i) On the Client's death or bankruptcy or (if the Client is a company) in the event of a Resolution, Petition or Order for winding up being made against it, or if a Receiver is appointed, Northlight Images may at any time thereafter inspect any records, accounts and books relating to the reproduction of its pictures to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client.
4. Definitions of Reproduction Rights:
The following terms are used when describing the reproduction rights granted by Northlight Images and the Photographer to the Client:
(a) Internal Use only: The right to use the pictures only within a company for non-commercial purposes; publication in a free in-house magazine not normally available to the public; exhibition within the Client's premises; editorial use in the Client's intranet site;
(b) PR and Press distribution: The right to use the pictures as described in 4(a); plus a licence for third parties to reproduce such pictures in print or electronic media in an editorial context where no fee has been paid to guarantee publication;
(c) Specified Use Only: The right to use the pictures once only for the purpose as described on the invoice;
(d) Editorial: One reproduction only of pictures supplied within one print edition of the specified title in an editorial context only.
5. Prohibited Use:
You may not:
(a) Use the Content in electronic or digital template applications intended for resale or other distribution, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
(b) Use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products (e.g. products in which Content is selected by a third party for customization of such product on a made to order basis) including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes custom designed websites, as well as sites such as zazzle.com and cafepress.com);
(c) Use the Content in connection with any goods or services intended for resale or distribution where the primary value lies in the Content itself including, without limitation, cards, stationary items, paper products, calendars, apparel items, posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
(d) Use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
(e) Incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
(f) Use the Content in a fashion that is considered by Northlight Images (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
(g) If any Content featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement adjacent to the Content that indicates that: (i) the Content is being used for illustrative purposes only; and (ii) any person depicted in the Content, if any, is a model, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;
(h) To the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
(i) Remove or modify any notice of copyright, trademark or other proprietary right , or any other copyright management information or metadata, from any place where it is on or embedded in the Content; sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
(j) Install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
(k) Use or display the Content in an electronic format that enables it to be downloaded or shared in any peer-to-peer or similar file sharing arrangement;
(l) Use Content identified as “Editorial Use Only”, for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement “Editorial Use Only” of Content means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which you receive a fee from a third-party advertiser or sponsor);
(m) Use the Content for editorial purposes without including the following credit adjacent to the Content or in audio/visual production credits: “©Keith Cooper, Northlight Images”;
(n) Either individually or in combination with others, reproduce the Content, or an element of the Content, in excess of 500,000 times in physical (hard-copy) prints;
(o) If the Content is reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Content contrary to the terms of this Agreement, and (ii) in such event, upon Northlight Images’ request, you shall remove any Content from such platform or website
6. Payment Terms:
(a) Our payment terms are strictly net 28 days (four weeks) unless agreed in advance and in writing;
(b) If payment is not made in accordance with (a) above then Northlight Images may rescind any Agreement and recover damages, or, at its option, may exercise its statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998;
(c) A fee of £17 (excluding VAT) will be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursuance of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices;
(d) The Client's right to reproduce a picture arises only when Northlight Images’ invoice relating to the grant of such right is fully paid (including interest charges levied on late payment of the invoice or invoices). Any reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement entitling Northlight Images to rescind the Agreement and rendering the Client liable for the payment of damages;
(e) If any invoice issued to the Client is not paid by the Due Date, then all unpaid invoices issued to the Client become due of immediate effect, even if it is less than 28 days from the issue date, and that Northlight Images may consider these invoices as overdue when pursuing legal action for the recovery of said debts;
7. Liability and Indemnity:
(a) While Northlight Images takes all reasonable care in the performance of this agreement generally, it shall not be liable for any loss or damage suffered by the Client of by any third party arising from use or reproduction of any picture or its caption;
(b) The Client agrees to indemnify Northlight Images in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any picture supplied to the Client by Northlight Images;
(c) It is the Client who must satisfy himself that all necessary rights, model releases or consents which may be required for reproduction, are obtained and it is acknowledged that Northlight Images gives no warranty or undertaking that any such rights, model releases or consents have or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or works of art depicted in any picture. In the event that the picture issued or reproduced by or with the authority of the Client then the Client shall indemnify Northlight Images against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained. If Northlight Images erroneously advises you that an image is released when it is not, Northlight Images’ liability shall be limited to the amount you paid to Northlight Images for reproduction/use of the image.
8. Applicable Law:
(a) This Agreement shall be subject to and constructed according to English Law and the parties agree to accept the exclusive direction of the Courts of England;
(b) No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties;
(c) Email communication constitutes a contract in law, unless the Client specifically states they will not accept this and instead provides hardcopy paperwork of all relevant agreements and contracts.
9. General Provisions:
(a) Northlight Images’ failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
(b) This Agreement is personal to you and is not assignable by you without Northlight Images’ prior written consent. Northlight Images may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
(c) Any use of Content in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Northlight Images to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition to other termination rights hereunder, Northlight Images reserves the right to terminate this Agreement in the event you enter in to this Agreement after having received notice of unauthorized use from Northlight Images relating to the Content.
(d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
Our terms are strictly net 28 days (four weeks) unless agreed in advance and in writing. Payment by BACs is preferred and bank details will be provided on our invoice.
We also accept payment by cheque and crossed cheques should be made payable to "Northlight IT Ltd.".
Please note, when making payment by cheque, proof of postage of remittances is not considered proof of receipt, and clients are advised to send payment by any method affording proof of delivery.